UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS I ‘ 18 DAY OF /1ou. ., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER FORM APPROVED OMB NO. 2120.0042 Do Nd Write In This Nock FOR FM USE ONLY NAME AND ADDRESS (IF INDMDUAL (S). GIVE LAST NAME. FIRST NAME. AND PADDLE 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 I L m DAY OF ., 2011. it . IX W -J -I LLI LO NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP. ALL MUST SIGN.) TITLE (TYPED OR PRINTED) AIR, LLC 4-..- ''''' ' VP WHOLE AIRCRAFT SALES 8 ACQUISITIONS OF EDWARD T. MCDONALD FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR EMERIL AIR, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING. HOWEVER. (MY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Foan 8050-2 Cl/09)045N 0052.00-629-0003) Supersedes Previous Edition SDNY_GM_02 755549 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242471 EFTA01327587

VH01O1)10 A1.10 VII0HV1V0 LS 2 bid 91 IV 110? 80 NOILVHISIOrd `1V3 H11M (1311.1 smy_Gm_02755550 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024,472 EFTA01327588

UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS IL DAY OF /loth ., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER g Q i FORM APPROVED OMB NO. 2120-0042 0 3 0 es 2 O 0 Do Not Wne In This Block FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 I DEALER CERTIFICATE NUMBER 6.25% OF 100% 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 1 HAVE SET MY HAND AND SEAL THIS - DAY OF ., 2011. Fla). SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP, ALL MUST SIGN.) TITLE (TYPED OR PRINTED) ADVANCE BEVERAGE de--- VP WHOLE AIRCRAFT SALES & ACQUISITIONS OF COMPANY, INC. EDWARD T. MCDONALD FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR ADVANCE BEVERAGE COMPANY, INC. ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052-00429-0003) Supersedes Previous Edition SDNY_GM_02755551 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242473 EFTA01327589

VPIOHT1N0 1110 VHOHVl\0 LS 2 lJd 9T INN Ile? Ha NOW/11.B1338 VVi 'WV 03-04 SDNY_GM_02755552 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242474 EFTA01327590

UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATIONADMiNISTRATION 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 R. DAY OF ',too. .., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: X FORM APPROVED OW NO. 2120-0042 O Do Nol VVnte In This Mod( FOR FM USE ONLY PURCHASER NAME AND ADDRESS BF 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 FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 1" DAY OFD; , 2011. NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP. ALL MUST SIGN.) TITLE (TYPED OR PRINTED) tx VP WHOLE AIRCRAFT SALES ILI NORDIC AIR, LLC & ACQUISITIONS OF -1 FLIGHT OPTIONS, LLC cn ACTING AS ATTORNEY-IN- FACT FOR NORDIC AIR, 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 (V09) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_0275.55.53 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 0 0 8 g EFTA_00242475 EDWARD T. MCDONALD EFTA01327591

VHOHV-IY.0 VP1OH7-1Y0 LS 2 Lid 91 RCN 1107 138 110iSVUISI038 . 713 HIIM 031$' SDNY_GM_02755554 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242476 EFTA01327592

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 P.O. Box 25504 Oklahoma City. Oklahoma 73125-0504 140 51 9543116 Toll Free: 1.666-762.9434 WEB Address: http: registry.taa.gov Fax 405-681-9299 ATTENTION: JENNIFER LUDWICK T116540 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N493LX RAYTHEON AIRCRAFT COMPANY 400A Serial RK-244 and is valid until Nov II, 2011. This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office. Aivetzt- for Walter Binkley Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS:750-FAX-4 (0330) SDNY_GM_02 755555 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242477 EFTA01327593

SDNY_GM_02755556 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242478 EFTA01327594

Declaration of International Operations The Owners listed below: 1.) Dockery Leasing Corporation 6.25% of 100% QD 0 CO 0 2 2.) Emeril Air, LLC 6.25% of 100% 3.) Daniel O. Conwlll, IV 3.125% of 100% 4,) Advance Beverage Company, Inc 6.25% of 100% 5.) Nordic Air, LLC 6.25% of 100% 6.) Flight Options, LLC 71.875% of 100% 7.) 8.) 9.) 10.) 11,) 12.) 13.) 14.) as the owner(s) of aircraft N493LX , Manufacturer Raytheon Aircraft Company Model 400A Serial Number RK-244 declares that this aircraft is as flight number departing, with a destination of Peterborough Airport, Windsor Ontario Airport scheduled to make an international flight on October 14 , 2011 1 Cuyahoga County Airport, Richmond Heights, Ohio Expedited registration in support of this international flight is requested this 12th day of October 2011 with knowledge that Whoever, in any matter within the jurisdiction of the executive branch of the Government of the United States, knowingly and willfully makes or uses any false writing or document knowing the same to contain any materially false, fictitious or fraudulent statement of representation shall be fined under Title 18 United States Code or imprisoned not more thant 5 years, or both. 18 U.S.C. 1001(a) Name of Owner(s): Signature: See List Above ,-e Typed Name of Signer: Title: Signature: Michael Metera Director of Sales Administration of Flight Options, LLC acting as Attorney-In-Fact for tf 1, 2, 3, 4.5 Typed Name of Signer: Michael Metera Title: Director of Sales Administration of Flight Options, LLC for # 6 SONY_GM_02 755557 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242479 EFTA01327595

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FCRM APPROVED OMB No. 2120-0042 UNITED STATES a MODICA DEPARTMENT OF TRANSPORTAWN ROOM eirtanOw..ObliorranOloorior NONiKortOmOriOrooniCar. COMA ACRA'! REGISTRATION APFUOMON 6 '0 CERT: ISSUE DATE a; a 0 FaatellasE N R 403LX AIRCRAFT MANUFACTURER It MOSS Raytheon Aircraft tawny 40A AIRCRAFT SERAIL NC R<- 244 FOR MA USE ONLY a TYPE OF RESSINATOON IENesk One box) N 0 I. Individual 0 2. Pertnenthe) 0 3. SeptiNitiOn 144. Co -Owner 0 S. Saverament 2 o B. Nen-Otlan Corporelmn 0 9. Non.Caren GNOMES:A CaElemer .., NAME OR APPur-ANT remora Moen on 0.40•100 01 ~Yap W InONSlual. gin last norm fru as we mails WWI . 6.) Flight Options, LW 71.875% of 100% , (See AttachTent 6(1144 g-30—ii ) TELEPTiONE /AMBER I ) ADOPESS Prnawnt ma ' warm Anoka PI e, PO Box • used. Cava edam ram be moo wan) 1119TIL OPtlalS o at illorin and tee 261a) cut ss-ltright Parloay (Odra Orcow PO. Box WY Richrroni Heights STATE CH Lie CCOE 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. ANNA a' OrlhOolOI now to snY rriontOo o rho onleroto may a grounds reo DoOSIvorrol by Ono Yule. lootionfmot (U S Cade. TAN it Sec. TO00 • CERTIFICATION IAW csanFr. IU Ins the an aerate Is Owned by IN twavgned meant ate i• • comn InciaN comonaloast of the Lintel Sam For wattle Mal. tor Moir a Koko: Lor. ;HECK ONF AS APFCCORIATE. a. Orogen Oa Mm Mel MOVIlloal Pam 1.1$1 or kern 14511 NO. to A norooloorin oopcnion pawed and an; baleen under MS laws of Nan ad soo avail • bawd ird gesslif wed • Ps UMW Saes Awed* a TIN Pal a meat* en fl an*. al 0 Ma the Man 4 not mates, under Ine Iews of my lair cowa: and a TAM WS OOdoreCra or osnorsorp es mated cre rise teen ad wIth 'he Fawn *nation kansvalion NOTE: II executed lot co-menwenio aii acelicents most sign. Use levels. side 4 necessary. TYPE OR PRINT NAME BELOW SIGNATURE EACH PART Of THIS APPLICATION MUST BE SIGNED IN INN. %NOVAE 2 ....e.-- mu Director of Sales Adair of Flight Cpticns, LW '- ation 41-3O-11 SOATUAE Michael hetera TIRE DATE ScOMANFIE TRU DATE NOTE Petlas Nag of al Celiac GI Mae Anneabon. ••• watt me be caned %novo:4 no o aces. 0 to an ON6.0 AM* Wm tin MK copy of en eocerankm !net be caned il roam:M. AC Rem 9050.1 (IAN! 0C62.004211-9COT)&90talcs Preaous Ecibon SDNY_OM_02755559 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00242481 EFTA01327597

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ATTACHMENT TO AIRCRAFT REGIFRATION APPLICATION owes of.x-t Reg #: N493LX Model: Raytheon Aircraft Company 400A SIN#: 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 Emeril Air, LLC 6.26% of 100% Shown on Original form hereto Daniel O. ConwIll, IV 3.125% of 100% Shown on Original form hereto Advance Beverage Company, Inc. 6.25% 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 and stipulates (I) to the terms. conditions and certification of the AC Form 8050.1 Aircraft Registration Application. to which this page is Slather, (the 'Application"). (I it that all of the information set forth on the Application is true and Correct as of this dale. and (Ill) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of witch when so executed and delivered shall be an original. but all such counterparts shall together constitute but one and the same application. SDNY_GM_02755561 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA (x)242483 EFTA01327599

loviyokirLvo 92 et ' ViYOH v73/0 de No lid ° C vilvVius.10.2 hoe Hum 037/16,31m, S SDNY_GM_02755562 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242484 EFTA01327600

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 8 MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 PURCHASER DOES THIS ,A) I" DAY Oepf- ., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 8 FORM APPROVED D OMB W) 2120-0042 0 8 2 0 O Do Not Write In This Block FOR FAA USE ONLY 6.25% OF 10O% DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, ANO WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 90 DAY OF ., 2011. re w -J -J IJJ CO NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (F EXECUTED FOR CO-OWNERSHIP. ALL MUST SIGN.) TITLE (TYPED OR PRINTED) MARM PARTNERS, LLC -.4° ....,.--t _.-- 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 (1109) (NSN 0052-00-629-0003) Supersedes Previous bathos 251:1/1111M. SDNT_GM_02755563 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 O ul EFTA_00242485 EFTA01327601

VW0H71NO trI10111/1NO Se 31 kid OCd;SHO? :4£1 :4011VeilS103111.ffd0HIV ny C311J SDNY_GM 02755564 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA j)0242486 EFTA01327602

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 ill1W11 HEREBY SELL, GRANT, TRA FER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDNIDVAL (S). 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 O 8 0 8 a 2 O 0 Do Not Write In This Block it FOR FAA USE ONLY YP 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 50 m DAY OR , 2011. CC w -I-I LLI U) , NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO.OWNERSHIP, ALL MUST SIGN TITLE (TYPED OR PRINTED) TWO BIG BEARS, LLC 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 8050-2 (1/09) (NSN 0052.00-629-0003) Supersedes Previous Edition SDNY_GM_02 755565 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242487 EFTA01327603

vWOHV1/10 A110 MOW11510 SO Zr IJd OC d33 HO? NOIIWIISIS3814VVOWIV Sivd HIM 0311g SDNY_GM_02755566 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242488 EFTA01327604

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 307/11: Y OF ., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: NAME AND ADDRESS (IF INOMDUAL (5). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL ) FLIGHT OPTIONS, LLC 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 8 Fang APPROVED : r.J0 OMB NO 2120-0942 0 8 3 0 a a a 0 O 0 Do Not Write In This Block FOR FAA USE ONLY 6.25% OF 100% DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 30 m DAY 0 gj, 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. ....--.---.-___ DIRECTOR OF SALES ADMINISTRATION OF MICHAEL METERA FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR LLI CORP. ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2(1(1/09) (NSN 0052.00.629-0003) Supersedes Prevrous Edelen . SDNY_GM_02755567 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242489 EFTA01327605

VII0HrIN0 Alto VW0HV1)10 s2 21. ljd GC d3S 110 iia 7 N0UVillSi038 liVeO1/1 fly oird SDNY_GM_02755568 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242490 EFTA01327606

UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION AdemiSTRATION 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 au DAY OF ., 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 lles 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 HOW SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 30 -DAY OF. , 2011. IX w J , DJ CD 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 REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1109) (NSN 0052.00-629.0003) Supersedes Previous Edition SDNY_GM_02 755569 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242491 EFTA01327607

VHOUV1V0 APO MOWN() 92 ZI Lid 08 d32 1102 as il011V11131038 1.M1081V v. Hl.ih% 03-0:1 SDNY_GM_02755570 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242492 EFTA01327608

UNITED STATES OF AMERICA U. S DEPARTMENT OF TRANSPORTATION FEDERAL AvtATION ACALINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 PURCHASER DOES THIS ? DAY OF51O1-., 2011 HEREBY SE L, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: NAME AND ADDRESS (IF INDIVIDUAL (5), GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL ) FLIGHT OPTIONS, LLC 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 Fi) FORM APPROVED OMB NO 2120-0042 0 0 0 0 0 O Do Not Write In This Block JI FOR FM USE ONLY D 6.25% OF 100% DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 30 - DAY Ore m-, 2011. W -J IL J CO NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP, ALL MUST SIGN.) TITLE (TYPED OR PRINTED) PRIME TIME ASSOCIATES, ...v...e __.-- DIRECTOR OF SALES ADMINISTRATION OF LLC MICHAEL METERA FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR PRIME TIME ASSOCIATES, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050.2 (1109) (NSN 0052.00.6240003) Supersedes Piev,ous Eoilion SDNY_GM_02755571 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242493 EFTA01327609

V710H trIMO 1110 yHolivin US 140,,I1.48;laSil m0308314.4VUOdi 90 Zr Lid CC d3S 110? SDNY_GM_02755572 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242494 EFTA01327610

UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 0vc 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 0 DAY OF ., 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 Toes Block FOR FM 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 12.50% OF 100% DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS. ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 3 0 DAY l er., 2011. NAME (5) OF SELLER TITLE (TYPED OR PRINTED) (TYPED OR PRINTED) -J cn SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP. AU. MUST SIGN.) SOUTHEASTERN MILLS, INC. DIRECTOR OF SALES ADMINISTRATION OF MICHAEL METERA FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR SOUTHEASTERN MILLS, INC. ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUME NT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052.00-629.0003) Supersedes Piewous Edition SDNY_GM_02755573 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 O 0 0 8 a 9 0 0 U EFTA_00242495 EFTA01327611

ViSOHI/1)10 Alto VIIONVM0 92 ZI Lid OS d3S 110? 60 t1011VVIS183211P78081V NIIM 03113 SDNY_GM_02755574 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242496 EFTA01327612

UNITED STATES OF AMERICA U. S DEPARTMENT OF TRANSPORTATION FEDERAL Amnon ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ow 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 ., 2011 HEREBY SELL, GRANT, TRA SFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: 8 FORM APPROVED OMB NO. 2120-0042 0 8 8 a 0 N O 0 a 1) Do Not Wnte In This Block FOR FM USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 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 HOW SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS "I DAY 0 , 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 r it MICHAEL METERA FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR AIR LEADER, INC. ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING. HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052.00429-0003) Supersedes Previous Edlion SDNY_GM_02755575 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242497 EFTA01327613

VHOHnuo Al/0 Vii()Hrow 92 21 Lid °C d33 tie tiouvinSI038 14V80?; • t'VJ HUM 03113 SDNY_GM_02755576 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242498 EFTA01327614

U.S. Department of Transportation Federal Aviation Administration Date of Issue: June 8, 2011 Flight Standards Service Aircraft Registration Branch. AFS-760 FLIGHT OPTIONS LLC SOUTHEASTERN MILLS INC ET-AL FLIGHT OPTIONS LLC 26180 cuRTIss WRIGHT PKWY RICHMOND HEIGHTS, OH 44143-1453 111111 I1 I I II I II I I ll I I I II I I II I II II I I I I I IIIIIII I II HAND DELIVERED TO IATS IN THE PD ROOM P.O. Box 26604 Oklahoma City. Oklahoma 73125.0604 (405) 954-4206 Ton Free: 1866.7044716 WEB Address: http://registry.faa.gov TI 3420 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 .115.750-FAX-1 (03 10) SDNY_GM_02755577 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242499 EFTA01327615

SDNY_GM_02755578 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00242500 EFTA01327616

Declaration of International Operations The Owners listed below: 1.) Southeastern Mills, Inc. 12.50% of 100% 8 to L 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 0. 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.) Nordic Air, LLC 6.25% of 100% 13.) Flight Options, LLC 28.125% of 100% 14.) 15.) as the owner(s) of aircraft Model 400A N493LX , Manufacturer Raytheon Aircraft Company Serial Number RK•244 declares that this aircraft is scheduled to make an international flight on June 10. 2011 as flight number 1 departing. Richmond Heights, Ohio, Cuyahoga County Airport with a destination of Peterborough Ontario, Windsor Ontario Airport Expedited registration in support of this international flight is requested this 6th day of June 2011 with knowledge that: Whoever, in any matter within the jurisdiction of the executive branch of the Government of the United States, knowingly and willfully makes or uses any false writing or document knowing the same to contain any materially false, fictitious or fraudulent statement of representation shall be fined under Title 18 United States Code or imprisoned not more thant 5 years, or both. 18 U.S.C. 1001(a) Name of Owner(s): SEE LIST ABOVE Signature: Typed Name of Signer: Michael Metera Title: Director of Sales Administration of Flight Options. LLC acting as Attorney-In-Fact for # 1.2.3.4.5.6.7.8.9.10.11.12 Signature: Typed Name of Signer: Michael Metera Title: Director of Sales Administration of Flight Options. LLC for #13 SDNY_GM_02755579 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242501 EFTA01327617

%ft-IOW/1)10 ALIO VW0HVINO hS 01 W% 0 8 Nnr uez ea NO117e1SICILI liVE3NIV VVi WW1, 03113 SDNY_GM_02755580 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242502 EFTA01327618

FORM APPROVED OMB No.2120-0042 LeaTED STATES Cc AMERICA CEPART MEM Cf TFLANSIPORTATION Meat AVIATION AMMNIMIATIONIMA motram Aeleartuneat. Ceara MACPAFT PEOSTPATO1 APPLICATION CERT: ISSUE DATE UNI RATION TE0sTA NJTEsMR N REGIST /A amy NRCRAFT NWILIFACTURER 8 ECOEL Raytheon Aircraft Coipany CA AMMAR SERIAL Nia RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION ICMCJI One toe 0 1. IndvkAsel 02. Partniap 03. Catepamotion W. Co-Owner 0 S. Greenvywa 0 B. Non-CAuen Coparatien 0 9. NonCnIzen °xi:anon Co-Owner NAME CP APPUCANI re mar) Mon en audanat of ounowsreo.itindleauat gem sot sea Erst wok end Rase deit) • 13.) Flight Options, LLC 28.125% of WO% (See Attaclwent dAied to -st-ir) TELEMCME µIAIMS ( I ACOPESS remanent Mang Mr orts, ou t el PO eon a used. ralacel acticas mei MO be Omni Navas a yea 26180 Culiss-Hright Parkway lint Ma PO. Ike: CM Riclwond Heights CH DP 000E 44143 o 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 Mae Or ddhonesi mow to tea Masao, in ms larMeen ova be (Mama 'a poneshaan b/ ree at mentOmont N Cala Tile It Sec IOW). • CERTIFICATION LME CERTIPr Pt That Marna same Is orma by ay Loolname molar& wao le 5 Oar OterteLtg COrMateMI el the Utam Same Ira Wing Ina,. Leto nem a slaw 1.0 Cite0( Car AS AaPnOMIATF I A Marl It ,401 awn ?Kaaren Form 14Si or form i...0a No b A nonattan coon:ratan araleal and clang business alder TM limn of lin* Inc tatti rata a basal OM pelmet MO el V* United Sum Roams cy Rani noun ite iirlalibie Icy iniewo., , 0) Ms re ameti a not agreed undo tto lion of any Orden coney. and 0 Ins logs entleria Of corona. .5 amorae a lOS Dan (ad tam ea Coon A exon Aar,' net, aeon. NOTE: N executed to, corouneeslup all apoldalts must son. Use 'worse $40 d necessary TYPE OR PRINT NAME BELOW SIGNATURE EACH PART OF THIS APPLICATION MUST SE SIGNED IN INK. SIGNATUR a : Te l e,....- TITLE Director of Sales Adri)tstraticn of Flight Options, LLC ip —g—i I SIGNATURE Michael *ten TOLE u.tr. StOmOURE TITLE OATS NOTE Prow mama of It CelArato of Awe* Migtaratin the Mar My be mass weaved rainy:0ns as 600. dung tetten Ilao tee Pim way of the sowMdn mutt t• Cried In re ekan. PC Earn BOSO1 11/09)RISN 00524:060140371$000000 Plpga Etatan O a 0 SDNY_GM_02755581 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242503 EFTA01327619

• • VNOHV})10 ADO VI4OH V 1)10 hS ca wu 18 Nnr 1102 40 HOU VtlISIOld VVd HUM 03 -Ili SDNY_GM_02755582 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00242504 EFTA01327620

ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION Ctet+e 4 (p4-11 Reg 6: N493LX Model: Raytheon Aircraft Company 400A S/NII: RK-244 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) 16.) Name of Applicant: Southeastern Mills, Inc. Owning an undivided Interest of: 12.50% 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. 3.126% of 100% Shown on Original form hereto Emerft Air, LLC 6.25% of 100% Shown on Original form hereto Air Leader, Inc. 3.125% of 100% Shown on Original form hereto Two Big Bears, LLC 6.25% of 100% Shown on Original form hereto Daniel O. ConwIll, IV 3.125% of 100% Shown on Original form hereto Mann Partners, LLC 6.25% of 100% Shown on Original form hereto Advance Beverage Company, Inc. 6.25% of 100% Shown on Original form hereto LLI Corp. 6.25% of 100% Shown on Original form hereto Nordic Air, LLC 6.25% of 100% Shown on Original form hereto Signatures: Michael Melera Title: Director of Sales Administration of Flight Options, LLC Acting as Attomey-in-Fact for 81,2.3,4,5,6,7,8.9.10.11.12 Date: By signing above, the applicant agrees and stipulates (I) to the terms. conditions and certification of the AC Firm 8050-1 Aircraft Registration Application. to which this page is attached (the 'Application"), (II) that all of the information sel forth on the Appbcabon is true and cuffed as of INs date. and (Ill) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shad be an original, but an such counterparts shall together constitute but one and the same application. SDNY_GM_02755583 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242505 EFTA01327621

1714 14V 1M0 AI* V 0W0HV1X0 hS Or 1J11i 8 NAP 1101 an koinsisina id /aorn" V Vd 03114 SDNY_Givi_02 755584 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242506 EFTA01327622

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 2N° DAY OF JUNE, 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: FORM APPROVED OMB NO. 21204042 Do Not Write In This Block FOR FM USE ONLY PURCHASER 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% DEALER CERTIFICATE NUMBER AND TO ' 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 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....40,2_________ DIRECTOR OF SALES ADMINISTRATION OF INTERNATIONAL, INC. MICHAEL METERA FLIGHT OPTIONS, LLC ACTING AS ATTORNEY•IN- FACT FOR FREEDOM AIR INTERNATIONAL, INC. ACKNOWLEDGEMENT INOT 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 (11N) (NSN 005240-629-0003) Supersedes Previous Edition SDNY_GM_02 755585 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00242507 EFTA01327623

VI40{ :1510 A110 VI:ONV1)10 hS 01Wd d 8 NOP 1101 218NOLLVeLS:93d 0311d SDNY_GM02755586 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242508 EFTA01327624

• - — — — - FORMAPPROAID CMSNo.2120-0042 UNITEDSTATESOF AMERICA CEPARTMENT CF TRANSPORTATION POWs AwaS AemenISTIONSKE broodsOre AMOsunCou. an ASCRAFT REOLSTRATON APPLICATION • CERT: ISSUE DATE . FEGIVITRAVIIIIRISER N 493D( "RPEnTirer&rearipany 400A "91F-5Tt w FOR FAA USE ONLY TYPE OF REOISTRATION KS0 Ono 000 O r minims 02. Partninh0 03. CaDO/IttOn Me. CD'Ooda0 0 5. GOvenTnent 0 B. Non-Otaton Capaa101 O S. ISIlattsiCorporatS1.00-0aner - . NAME Pi APPUCANT ‘PonatISPsolSOIrs ( owner/IS. II moats. OS IS nfl. TS roma and SIS St) • 1.) stroitka Mr, Inc. 6.252 of 100% (See AttactnEnt Aa4ed /- ti—// mote* MANtri I 1 ACOFESS ens' sing frityle P.O. PO. 80x 0 vie0. physal adass MN/ INOte 0)0s) . 26180 Curtiss-WriOt Parkway N— and newt And Ittarx PO. Box: OTY Richard Heirs SURE ON NP 3 CI CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS .. • ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A Sao eisiss1 am.* so any quirtem, ,n ths Appkstissrf 0, sesoS TM1 ptewss br M. And.. ',Wien's° , N) S. Cale. Ts It Sec 1000 • CERTIFICATION LAW CERTIFY. IN Ma tn. moos Wenn If 0..90 by ire LaMessnici opplcom. Sp is a cgs, 0.0.0). COMOratCeN 0 Ow WINE Slain rce vow* nn'. arm two 0 trysts 1.0n CHECK ONUS APPROPRIATt . A risks ale. sh Se motirals (Porn 1.151 0. Fos 1.5511 No. UelaVere b. A nco•-els co-was orgiontead and 01.0. butielS ufiCISCPe Ws PINS (3) TS 0) That TYPE °si n° ss,,n261trelletIMPlifir KirtilerffilergertirSittte SS)," a not minis. SIP IS SO at wry long. country; SI St .I.A0tris el oorsho is SS WPM Is bes OKI w, re Fedfl Anson adoonninnen. NOTE: It executed for co-ownermp al appicams must sin. Use reverse scle II necessary. OR PRINT NAME BELOW SIGNATURE EACH PART OF THIS APPLICATION FAUST BE SIGNED IN INK SIGNATURE Ce---- ---- TITLE V P 14k)le A/C Sates & of FLIQIT OPTIONS, LLC Acquisitions r.o? /All SKINATuRE Edward T. McDonald Ting acting as Attorney-In-fie for Slinitica Air, Inc. SIGNATURE TITLE DATE NOTE Ponds; recap of SC01.00) 0 Alta filloifill•WIA. the idemA psi be tests b. a cad not nears N90 eye ae %Nth la me Mk 020/ 0 IS opPlcsis sot be sr.) . M enss. AC tam 1050-I WOES (MN 00:4-0042B0007) Retuned. Neve. Eaton a O SDNY_GM_02755587 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00242509 EFTA01327625

• VIIONV1510 A110 VPIONV1/10 6S Qj WU /I? Pr;tif 110? U8 11011' .....4.111038.1.1VUOSIV VVA H11M 03111 SDNY_GM_02755588 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00242510 EFTA01327626

ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION hi_ef II 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) 16.) Reg #: Model: SIN#: Name of Applicant: Shmitka Air, Inc. N493LX Address: Shown on Original form hereto Raytheon Aircraft Company 400A RK-244 Owning an undivided Interest of: 6.25% of 100% Southeastern Mills, Inc. 12.60% 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 Two Blg Bears, LLC 6.25% of 100% Shown on Original form hereto Daniel O. Conwlll, IV 3.125% of 100% Shown on Original form hereto Mann Partners, LLC 6.25% of 100% Shown on Original form hereto Advance Beverage Company, Inc. 6.25% of 100% Shown on Original form hereto LLI Corp. 6.25% of 100% Shown on Original form hereto Nordic Air, LLC 6.25% of 100% Shown on Original form hereto Flight Options, LLC 21.875% of 100% Shown on Original form hereto Signatures: McDonald Edward T. McDonald 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 signing above. the applicant agrees and stipulates (I) to the terms. conditions end certificalion of the AC Form COW Antraft Registration Application, to ?Mich this page is attached (the "Application"). (II) that all of the information set forth on the Appliadion is mm arid cured as of this date. and (Ill) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but all such counterparts shag together constitute but one and the same application. SDNY_GM_02755589 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024251 I EFTA01327627

Vil0HVDIO ALIO 'MOWN° 6.S at Liu h7 Nur Rol a9 NONSeilSIO?d IdnIONIV VV4 HAIM 03112 SDNY_GM101_02755590 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002425 12 EFTA01327628

DOCUMENT LEVEL ANNOTATIONS TYPE OF REGISTRATION IS # 9. NON-CITIZEN CO-OWNER SDNY_GM_02755591 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242513 EFTA01327629

SDNY_GM_02755592 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242514 EFTA01327630

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 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 DOES THIS 13 I" DAY OF DEC ., 2010 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER FORM APPROVED OtAB NO 2120-0042 Do Not Write In This Walt FOR FM USE ONLY NAME AND ADDRESS (IF INDMDUAL (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 13 DAY OF DEC., 2010. re NAME (S) OF SELLER (TYPED OR PRINTED) ASCENT II, LLC SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP, AU. MUST SIGN.) EDWARD T. MCDONALD TITLE (TYPED OR PRINTED) VP WHOLE AIRCRAFT SALES & ACQUISITIONS OF FLIGHT OPTIONS, LLC CTING AS ATTORNEY-IN-FACT FOR ASCENT II, LLC -A-CWIVOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER, MAY BE REQUIRED BY L LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 ( I/09) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_Glvl_02755593 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_002425 I 5 EFTA01327631

yivoinnuo 1110 VPIONV1510 6S OI WO ha Nit floe 11a 11011Vd1S10321 1.41/110SIV VV4 HIM 03114 SDNY_GM_02755594 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242516 EFTA01327632

FORM APPROVED OMB NO. 2120-0042 110241110252 .on 01/24/2011 Do Not WM* In This Bloch FOR FAA USE ONLY z N 0 0 0 *.0 0 0 8 a 0 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 1 81 DAY OF OCT., 2010 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDNIDUAL (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 DAY OF OCT., 2010. rt w ROBERT J -I LU U) NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP. ALL MUST SIGN.) TITLE (TYPED OR PRINTED) L. EMERY AND • -e----------- VP WHOLE AIRCRAFT SALES & ACQUISMONS OF DANA M. EMERY-TRUSTEES EDWARD T. MCDONALD FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN-FACT FOR ROBERT L. EMERY AND DANA M. EMERY - TRUSTEES ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Forth 8050-2 (1/09) (NSN 0052-00.629.0003) Supersedes Previous Eddies, SONY_GM_02 755595 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFFA_00242517 EFTA01327633

6S 0 T h2L Nur Het - 110? d HAN ;347,1183ditf triv0Hrolo SDNY_Mil_02755596 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242518 EFTA01327634

Winn) STATES Or AMEMCA OEPARTICHICSIRMSPORTAnON meow MW AmminumaimINEROMOserranaNwRICAL COMM • • IJRCRAFTREGISTRM10EI AFPUCATION • CERT: ISSUE DATE . UNITED STATES N 493LX REGiSTRATION NUMBER Anct igENWFAITeidfictorpany 403A micate_vir. no FOR FM USE ONLY TYPE OF REGISTRATION (CANA One 004 Ol. IIIMINUTI 02. Partnership 03. Corporolka gii. Co-OWTS O S. Swimming O B. Non-Citizen Corporeal O 9. Non-Cilirao COMMIS, CO-OWN. .. WAN CS APFUCANTIOnis) Mom On Nichree of emetic. 1.) Shnitka Air, Inc. • CSee Attactnent dui -eel TEUVICNINUIRBER: ( I It moor. fp* Si MOM Arm mom BA Aims MIRO 6.25% of 100%% I - II -II) ACORNS renntemaling abdight I la epertklyam PO. Box is Walk ormiall alb•ss sum So be wan) 26180 Ca-Liss-Wright Peony • Nets End we Nail NNW PO. Sac CITY Rich-to:1 Heights STATE ai apps43 D. CHECK HERE IF YOU AREONLY REPORTING A CHANGE OF ADDRESS . ' ATTENTION! Read the following statefnent DOOM signing this application. - This portion MUST be completed. A las* at dationyai areas ia. any (layman or In applealian nay be grandma. pun Nm0a ta ine ands art arniat N COOL TOE IT. See 1001 j • CERTIFICATION LAW CERTIFY NI Ns of* Man naafi n caned by no wain/rod aapialia. warp 4 a Carel laCtudag commons/ al ITN Notion Sulea ONE Nang INN me mi. ol (Vaal 3 Or CAECI( ONE A$ APPROPRWE a A mgr., aim. sin min temairtm (Form 1.151 c, Fenn 1.551) No uetasere b )4 A -.0ncann cowaton 0.30Thital Yid doing ovum: unOty Ma lain 01 Iasi*, arcaj; ...Norm to Z . . 1 Acl " ''' 9.11 C141136T if Neg' h—Ordiet °a 0 That no arcrat a no! Yricatae0 War the iaas of eery V." coun(is ad (3) Tait TYPE Seca eadaiaa 010avirtip is winked ce has been INd am tay Fain knot an Aro...wean. NOTE: II 000/WIC ao-Ovenabhil3 dl al:Meants nileSI sr User,.',. 'Me el realMIWY. OR PAINT NAME BELOW SIGNA1URE EACH PART Of THIS APPLICATION MUST SC SIGNED IN INK. SIGNATURE — mu V P Illivle A/C Salvo E actggFli GNItggaditi-ii& &MIAS I-I i LIM] 1-1 I SIGNATURE Ed,ard T. McDonald TITRE fir &ow Air, ILL DATE SMARM TIRE LATE NOTE P•101113 Mal% SOW Ciliaabli• Of Arafat ANMentim The *vat my to monad Sc Fero/ nal novas oI90 day> Sane ~Ma me PINK my al TM applcalEm mull b polled el Mt NUM. AC Fe:M*3504 0752-03-432.40011 &peseta, Pnhicts Leto, FORM APPROVED i We Na ElE0-0042 QD e SDNY_GA4_02755597 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242519 EFTA01327635

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ATTACHMENT TO AIRCRAFT, REGISTRATION APPLICATION ei kle el I I I 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) 16.) 17.) Reg #: Model: SIN#: Name of Applicant: N493LX Address: Raytheon Aircraft Company 400A RK-244 Owning an undivided Interest of: Southeastern Mills. Inc. 12.60% 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 Emeril Air, LLC 6.25% of 100% Shown on Original form hereto Alr 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 Bears. LLC 6.25% of 100% Shown on Original form hereto Daniel 0. 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. 6.26% of 100% Shown on Original form hereto LLI Corp. 6.25% 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: Edward T. McDonald Edward T. McDonald V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC Acting as Attorney-in-Fact for #2,3,4,5,6,7,8,9,10,11,12,13,14,15 V P of Whole Aircraft Sales & Acquisitioni of Flight Options, LLC for #16 I--II-1/ By signing above. the applicant agrees and stipulates (I) to the terms. condthons and certification of the AC Form 6050-1 Aircraft Registralion Application. to which this page is attached (the 'Application"). (II) that all of the information set forth on the Application is true and correct as of this date. and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of Mich when so executed and delivered shall be an original, but all such counterparts shall together COOSIOLAO but one and the same application. SDNY_GM_02755599 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024252I EFTA01327637

VII0HV1W0 ADO VPIOHV/NO SS f Wd It Nur UV tie 11011V81.51P8 idtte VVd HUM 03114 SDNY_GNL02755600 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242522 EFTA01327638

DOCUMENT LEVEL ANNOTATIONS SOLD SDNY_GM_02755601 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242523 EFTA01327639

SONY_GM_02755602 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242524 EFTA01327640

z UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 26 DAY OF AUG., 2010 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS. TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER FORM APPROVED OMB NO 2120.0C42 d 0 0 a 0 0 2 a a I Do Not Write In This Block FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 6.25% OF 100% $5.00 01/11/2011 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 261" DAY OF AUG., 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) JHPH, LLC ' it.....---- ---- VP WHOLE AIRCRAFT SALES & ACQUISITIONS OF EDWARD T. MCDONALD FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN-FACT FOR MPH, 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) Superset:1es Previous Edition SDNY_GM_02755603 • SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242525 EFTA01327641

MONV1W0 All0 V1,101-11)10 SS I Wd II NV HOZ aB t101.1318181038 1.317808IV VV3 HIM 0311d • SDNY_GM_02755604 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242526 EFTA01327642

POW APPROVED N. 70040E UNITED STATES Cf MAERICA DEPARTMENT Cf TRANSPOWATKIN MEWL NAPS ANsermarswal NENNORY PAREINERWIL COM AIRCRAFT REGISTIVEION APPLICATION CERT. ISSUE DATE 3 IP•TEO MIES u4g3Lx woarnwo,, NUMBERII a a nava" MANURICTURER a ACM Raytheon Aircraft Ccepany 403A 3 ,. AIRCRAFT WEAL W. RC-244 FOR FM USE ONLY N TYPE Of IWGISTIMIVA OWN Ws WO Iii pt. MEMOS 13 E. PIIIIIWIWO 0 a COWES XO 4. Coawrow Os. Don 0 a .."`"." 9, NAME OF AMCOR rimen nen te Oldiee• a ONNIONII • WAS Ms in My* 6. 1 MI. NW Ef••• WEWEI 1.) Stritka Air, Inc. 6.25% of 100% I l l (See Attachrent aC0ttA ILI - I' 1 w ) MS-PHONE NUMBER: ( I Alan/ (IWFRARI m•erirgr t• /RSA IPOIREPt ?LIP PP KERWIN& pins Sas must Op 00 Own) options, L Meer WO ow 26180 artiss-Wright Parkway Real Rya: FO. Ow CITY RiChi rald Heights SLOE OH DP CODE 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENDONI Reed the lollointo *tannin before signing this application. This portion MUST be completed. A 11010 a 01101~ Re am We 11.40m P In Oppliteem nee w pewee As pinneeni bp In as! of even-men (US Cos. Tea E. Sec MI • CERTIFICATION IWE CERTIFY III 0 WE Etow wan e awed Cy I. fanirld WSW, NW oaf/on KESS, cowmen, an WNW Slant for .NOM. WO ow* 01 MeMe 1 le OWN OM AS APPROIIVATE. A 0 A NESE SW. WA OWN Rep noon (Form 1.151 a row IEEE Na. e. cm *nem =maim amainems no tune an M Ewa/mai Del aware r...12,7-2ttgo'aversNeithrottorittafterrit5.713tIVM-3"' ta net no ens a S sowed atm re um ot we mem oxen. W PI WEI mpi nen a omen, is ant a me en Wo sin to fees Anna, Adeellenen NOM: a amain ICI commenno al sonatas mull sign use nen 540 11 massy TYPE OR PRIST NAME BELOW SIGNATURE I i i t, T i aerd Al SIONATURE Trilt V P lbole A/C Sales & of FLIY,HI OPTIONS, LIC si era W els to son , T. PcDonald mu actingas Attcney-1 for Shnitka Air, Inc. sown TITLE OATE FMS Cann a mom AsIers s soil es w b aws fa Al aces 0 50 101E Ronnie. mead Sys, any isch rse Ey RNA ocf/ t• fa appkolon mow to coNoS le re emit AC Mmii IOWA (KO) (00620)4289:071 SDNY GM 02755605 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00242527 EFTA01327643

0 VHOHV1)10 A110 V$10HV1)10 LS IT WU 0£ RN 010Z ve NOW/HISID38 liV11001V VVA H11M 03114 SDNY_GM_02755606 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242528 EFTA01327644

ATTACHMENT TO AIRCRAFT REGIpTRITION APPLICATION acti(ka solo Reg fr: N493LX Model: Raytheon Aircraft Company 400A SiNft: 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 6.26% of 100% Shown on Original form hereto Dockery Leasing Corporation 6.25% 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 Emerll Alr, 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 Bears, LLC 6.25% of 100% Shown on Original form hereto Daniel O. Conwill, IV 3.125% of 100% Shown on Original form hereto Mann Partners, LLC 6.25% of 100% Shown on Original form hereto Advance Beverage Company, Inc. 6.25% of 100% Shown on Original form hereto LLI Corp. 6.25% of 100% Shown on Original form hereto Nordic Air, LLC 6.25% of 100% Shown on Original form hereto Flight Options. LLC 6.25% of 100% Shown on Original form hereto Signatures: Title: Date: Mc Edward T. McDonald V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC Acting as Attorney-in-Fact for #2.3.4.5.6,7.8.9,10,11.12.13,14,15,16 2..43 V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC for #17 By signng above, the applicant agrees and stipulates (B to the terms. conditions and certification of the AC Form 8050.1 Aircraft Registration Application. to which this page is attached (the "Application'). (II) that as of the ',formation set forth on the Application is true and correct as of this date. and (ill) the Application may be executed by the co-owners by executag separate coinlerpan signature pages. each of which when so executed and delivered shall be an original, but all such counterparts shall together COMMA. but one and the same application SDNY_GM_02755607 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242529 EFTA01327645

VHOHV1NO VW0WilN0 LSUWY OC !ION MR US NOLI.MLSIODJ VV.4 HIM 03112 SDNY_GM_02755608 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242530 EFTA01327646

FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA U t MPARTMIT I MAMPORTAMIN MOM MUM MIMIIIITRIUMI AIRCRAFT BILL OF SALE This Do Nol Write in FOR FAA USE Block 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 TN DAY OF J0V., 2010 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (Sy 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 30TH DAY OFNOv., 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 8 ACQUISITIONS ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED 8Y LOCAL LAW FOR VALIDITY OF THE INSTRUMENT. ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition • 55.0 SDNY_GM_02755609 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 8 IJ 0 0 0 0 2 J 0 a 0 1 1"..! 0 0 0 0 3 EFTA 00242531 EFTA01327647

VOIONV1NO ALIO VWOHY1)10 LS II WY OE RON 0103 as NOIIVUIS10313 lAVHOWV VVA HIM 031IA SDNY GM 02755610 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242532 EFTA01327648

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: __At etl, 2010 [The remainder of this page is intentionally left blank] SDNY_GM_02755611 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 8 0 0 21 a a 0 a O a 0 CO 3 D T EFTA_00242533 EFTA01327649

VNIOHV1NO All0 VIIONV1)10 SZ ZI lid OE PION OZOZ $8 NOLINKS1038 10838IV VV4 HIM 03114 SDNY_GM_02755612 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 EFTA 00242534 EFTA01327650

IN WITNESS WHEREOF, the undersigned has executed this Release as of the dated noted above. FO Financing LLC By: Name: Bret Wiener Title: Vice President SDNY_GM_02755613 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242535 EFTA01327651

SDNYGM02755614 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242536 EFTA01327652

Annex To Release Page 1 'Mae . . • One (1) Raytheon Aircraft Company niOdel :400A aircraft bearing manufacturer's serial number RK-244 (described on the Interhational Registry drop down menu as RAYTHEON AIRCRAFT COMPANY model 400A with serial number RK-244 ) and U.S. Registration No. N493LX En Two (2) Pratt & Whitney Canada model JTISD-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 SERIES with serial numbers .1A0256 and 140257) (which engines are in excess of 550 horsepower or the equivalent). Mortgage Description of Document Date Executed Date, -‘, • ReatIAL .-,FAA Conveyance .-- • Number International Registry File Numbers Aircraft Mortgage and 07/08/10,F. .; vigoop., TM007712 77670 Security Agreement 77674 between Flight Options, 77676 LIC, as grantor, and FO Financing, LLC, as Mortgagee (collectively, the "Mortgage"). • JieftiAk Ai lop, ! • • SDNY_GM_02755615 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242537 EFTA01327653

VVI0W11)10 A110 VI101O1)10 SZ Zi Wd 0C ROM OW? NOUVU1S10313 liVdOVIV VV3 KUM 0311.: _027 16 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, SDNY_GM 15, an 556d 17 EFTA_00242538 EFTA01327654

DOCUMENT LEVEL ANNOTATIONS See Recorded Conveyance Number TM007712, Doc ID 3870 SDNY_GM_02755617 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242539 EFTA01327655

SDNY_GM_02755618 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242540 EFTA01327656

U.S. DEPARTMENT OF TRANSPORTATION FEDERAL. AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION RECORDED CONVEYANCE FILED IN: XNUM: 493LX SERIAL NUM: RE-241 Wit: RAYTII MODEL 400 EON AIRCRAFT COMPANY A AIR CARRIER: This form is to be used in cases where a convelaince covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE AIRCRAFT MORTGAGE AND SECURITY AGREEMENT DATE EXECUTED JULY S. 2010 FROM FLIGHT OPTIONS LLC (12.50% INTEREST) DOCUMENT NO. TM007712 TOOR ASSIONED TO FO FINANCING LLC DATE RECORDED JUL 26, 2010 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engine:: 2 Total Props: Total Spare Parts: N493LX P&W C JT15D-5 PCE4A0256 P&W C JTI5D-5 PCE4A0257 WS-7.50-23R(OVN) SDNY_GM_02755619 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242541 EFTA01327657

SDNY_GM_02755620 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242542 EFTA01327658

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT dated as of 7 , 2010 jjAil irde by FLIGHT OPTIONS, LLC in favor of FO FINANCING, LLC as Mortgagee 115.4Q 07/08121:110 0 0 N 3 a 0 0 0 a a O C N N a O N O D r SDNY_GM_02755621 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242543 EFTA01327659

V 1)0 Mrrl NO OT C Ud 8 TT 0107. !Ili - . '33113 SDNY_GM_02755622 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242544 EFTA01327660

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 Sale and Suits for Enforcement 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 Mortgagees Right to Perform for the Grantor 12 O1199 50461304.066497.0072 SDNY_GM_02755623 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242545 EFTA01327661

I SDNY_GM_02755624 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242546 EFTA01327662

6.9 Deregistrafion 12 6.10 Speedy Relief Remedies 13 SECTION 7 MISCELLANEOUS PROVISIONS 13 7.1 Amendments, a 13 7.2 Indemnification 13 7.3 Reserved • 14 7.4 Notices 14 7.5 . Continuing Lien and Security Interest; Transfer; Release of Mortgage Collateral; Termination of Mortgage 14 7.6 Governing Law 14 7.7 Severability 15 EXHIBIT Exhibit A Credit and Security Agreement SCHEDULE Schedule 1 Description of Aircraft and Engines 0.199.10061304.06EM71072 SDNY_GM_02755625 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242547 EFTA01327663

I SDNY_GM_02755626 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242548 EFTA01327664

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT, dated as of g•SLtiM 20(O (the "Mortgage"), made by FLIGHT 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 FO FINANCING, LLC, a Delaware limited liability company, as Lender under the Credit and Security Agreement defined below (the "Mortgagee"). WITNESSETH: WHEREAS, the Grantor and the Mortgagee are parties to that certain Amended and Restated Credit and Security Agreement dated of even date herewith attached hereto as exhibit A (as amended, amended and restated, joined, supplemented or otherwise modified from time to time, the "Credit and Security Agreement"), pursuant to which Mortgagee has agreed to make certain loans and advances to the Grantor subject to the terms and conditions set forth therein; NOW, THEREFORE, to secure indebtedness of the Grantor to the Mortgagee arising under the Credit and Security Agreement, and the repayment of all sums due under the other Loan Documents, as defined in the Credit and Security Agreement, whether direct or indirect, absolute or contingent, Joint or several, or now or hereafter existing, the Grantor hereby agrees with the Mortgagee as follows: SECTION 1 CERTAIN DEFINITIONS 1.1 Definitions. Unless otherwise defined herein, capitalized terms defined herein shall have the respective meanings ascribed to them in the Credit and Security Agreement. All other capitalized terms defined in the preamble and recitals to this Mortgage shall have the respective meanings ascribed to them therein and the following terms shall have the following• defined meanings (and shall be applicable to both the singular and thb plural forms of such terms): "Act": the Transportation Act, 49 U.S.C. Hawn, et. seq, as amended, and any similar legislation of the United States of America enacted in substitution or replacement thereof; together with the regulations of the FAA thereunder, as in effect from time to time. "Aircraft": collectively, each Airframe, together with the Engines installed thereon as of the date hereof, described in Schedule I 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 Intonational 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 0699 50:61304066497DM I hereby certify this Is a true Caepl intacZe en nal In ed Aircraft Title Service, Inc. SDNY_GM_02755627 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242549 EFTA01327665

SDNY_GM_02755628 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242550 EFTA01327666

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. "Cane Town Convention": collectively, the Aircraft Protocol, the Convention, the International Registry Procedures and the International Registry Regulations. "Certificated Air Carrier": any corporation (except the United States Government) domiciled in the United States of America and (i) holding a Certificate of Public Convenience and Necessity issued under 49 U.S.C. Section 41102 by the Department of Transportation or any predecessor or successor agency thereto, or, in the event such Certificates shall no longer be issued, any corporation (except the United States Government) domiciled in the United States of America and legally engaged in the business of transporting for hire passengers or cargo by air predominantly to, from or between points within the United States of America, and, in either event, operating commercial jet aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo, which also is certificated so as to entitle Grantor to the benefits of Section 1110 of Title 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: (i) loss of such property or of the use thereof duo 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 CHI99 5015110.5.036497.0072 SDNY_GIv102 755629 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242551 EFTA01327667

SDNY_GM_02755630 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242552 EFTA01327668

States Government or any instrumentality or agency thereof for a period of less than 60 days; (iv) as a result of any rule, regulation, order or other action by the FAA or other governmental body having jurisdiction, the use of such property in the normal course of interstate air transportation shall have been prohibited for a period of six (6) consecutive months; or (v) the operation or location of such property, while under requisition for use by the United States Government, or any instrumentality or agency thereof, in any area excluded from coverage by any insurance policy in effect with respect to such property, if the Grantor shall be unable to obtain indemnity in lieu thereof satisfactory to the Lender from the United States Government. An Event of Loss with respect to an Aircraft shall be deemed to have occurred if an Event of Loss occurs with respect to such Aircraft, Airframe or any Engine to which is a part of such Aircraft. "FAA": the United States Federal Aviation Administration, or any successor or replacement administration or governmental agency having the same or similar authority and responsibilities. "Governmental Authority": any federal, state, local or foreign governmental or regulatory entity (or department, agency, authority or political subdivision thereof) or any other judicial, public or statutory instrumentality, commission, tribunal, board, court or bureau. "Indemnified Liabilities": those liabilities as defined in Section 7.2 hereof. "International Interest": such interest as ascribed thereto in the Cape Town Convention. "International Registry": the International Registry of Mobile Assets located in Dublin, Ireland and established pursuant to the Cape Town Convention, along with any successor registry thereto. "International Registry Procedures": the official English language text of the procedures for the International Registry issued by the supervisory authority thereof pursuant to the Convention and the Aircraft Protocol, as the same may be amended or modified from time to time. "International Registry Regulations": the official English language text of the regulations for the International Registry issued by the supervisory authority thereof pursuant to the Convention and the Aircraft Protocol, as the same may be amended or modified from time to time. "Irrevocable De-Registration and Export Request Authorization" or "IDERA": such de- registration and authorization as provided under the Cape Town Convention and as provided in subsection 6.9 of this Mortgage. CH199 5056130.5.066497.0072 SON Y_Givl_02755631 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242553 EFTA01327669

SDNY_GM_02755632 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242554 EFTA01327670

"Lien": any mortgage, security deed, deed of trust, pledge, hypothecation, assignment, security interest, lien (whether statutory or otherwise), charge, claim or encumbrance, or preference, priority or other security agreement or preferential arrangement held or asserted in respect of any asset of any kind or nature whatsoever including any conditional sale or other title retention agreement, any lease having substantially the same economic effect as any of the foregoing, and the tiling of, or agreement to give, any financing statement under the UCC or comparable law of any jurisdiction and, including, without limitation, rights of others under any engine or parts interchange, loan lease or pooling agreement, and any International Interest and/or Prospective International Interest. "Mortgage": this Mortgage as defined in the preamble. "Mortgage Collateral": such collateral as defined in Section 2 hereof. "Obligations": such term as defined in the Credit and Security Agreement, including without limitation all amounts due to the Mortgagee arising under or related to this Mortgage. "Parts": at any time, all pads, 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; (by Liens incurred in the ordinary course of business in connection with worker's compensation, unemployment insurance or other forms of governmental insurance or benefits, relating to employees, securing sums (i) not overdue or (ii) being diligently contested in good faith provided that adequate reserves with respect thereto are maintained on the books of the Grantor, in conformity with GAAP; (c) Liens in favor of Mortgagee; (d) Liens for taxes (i) not yet due or (ii) being diligently contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Grantor, in conformity with GAAP and which have no effect on the priority of Liens in favor of Mortgagee or the value of the assets in which Mortgagee has a Lien; (e) purchase money Liens securing purchase money indebtedness to the extent permitted under the Credit and Security Agreement and this Mortgage (and as such terms are defined in the Credit and Security Agreement); and (f) Liens specifically identified as Permitted Liens in the Credit and Security Agreement. "Proceeds": the meaning set forth therefor in the UCC, and shall include, without limitation, the meaning set forth therefor in the Credit and Security Agreement and whatever is receivable or received when any Airframe, Engine or Part is sold, exchanged, collected or otherwise disposed of, including, without limitation, all amounts payable or paid under insurance, requisition or other payments as the result of any loss (including an Event of Loss) or damage to such Airframe, Engine or Part. "Prospective International Interest": such interest ascribed thereto in the Cape Town Convention. "Replacement Engine" as defined in Section 4.11 hereof. C11199 5086110-5.066897.0072 SDNY_Gtvl_02755633 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242555 EFTA01327671

SDNY_GM_02755634 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242556 EFTA01327672

"Tax" as defined in Section 4.3 hereto. "UCC" means the Uniform Commercial Code as the same may, from time to time be in effect in the State of New York; provided, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, Mortgagee's Lien on any Mortgage Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term "UCC" shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions of this Mortgage relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions; provided further, that to the extent that the term "UCC" is used to define any term herein and such term is defined differently in different Articles of the UCC, the definition of such term contained in Article 9 shall govern. SECTION 2 GRANTING CLAUSE Mortgage and Grant of Security Interest. To secure the due and prompt payment and performance of the Obligations of the Grantor at any time owing to the Mortgagee, the Grantor hereby assigns, mortgages, transfers and confirms unto the Mortgagee and hereby grants to the Mortgagee a first priority security interest, subject to no Other Liens, in all right, title and interest of the Grantor in and to the following property, whether now owned or hereafter acquired (herein collectively called the "Mortgage Collateral"), and agrees that the foregoing, together with the other provisions of this Agreement, creates in favor of the Lender an International Interest in the Aircraft, as collateral security for the prompt and complete payment and performance when due of all the Obligations: (a) the Aircraft (including the Airframe and the Engines) and all replacements thereof and substitutions therefor to which the Grantor shall from time to time acquire title as provided herein, or any replacements or substitutions therefor, as provided in this Mortgage; (b) all logs, manuals, books, records (including, without limitation, maintenance, servicing, testing, modification and overhaul records) and other documents (including, without limitation, any logs, manuals, books, records and documents maintained in electronic form) relating to or otherwise concerning the Aircraft, the Airframe or any Engine (collectively, the "Records"), including without limitation, all Records required to be maintained by the FAA or any other governmental entity, domestic or foreign, having jurisdiction over the Grantor or the Aircraft, the Airframe or any Engine; (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; CHI99 $016130-5.064497.0072 SDNY_GIvl _02755635 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242557 EFTA01327673

SDNY_GM_02755636 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242558 EFTA01327674

(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 International Interest created pursuant to this Mortgage and the other Loan Documents (including any Prospective International Interest) with respect thereto, (C) provide the Mortgagee reasonably satisfactory evidence that there 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, - 6 - CHI99 5016110-5.01/2 49/.0072 SDNY_GM_02755637 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242559 EFTA01327675

SDNY_GM_027558313 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242560 EFTA01327676

serviced, repaired, overhauled and tested each Airframe, Engine, and Part, or other relevant Mortgage Collateral, so as to the good operating condition as when originally mortgaged hereunder, ordinary wear and tear excepted, and, in the case of each Aircraft, in such condition as may be necessary to enable the airworthiness certification of such Aircraft to be maintained in good standing at all times under the Act and to enable such Aircraft at all times to be operated in commercial cargo service in the United States; and (iii) maintain all records, logs and other materials required by the FAA and any other Governmental Authority having jurisdiction to be maintained in respect of such Mortgage Collateral. The Grantor will comply with all material rules and regulations of the FAA. The Grantor agrees that the Airframes, Engines and Parts and any other Mortgage Collateral will not be maintained, used or operated: (A) in violation of any material law, rule, regulation or order (as defined below) of any Governmental Authority having jurisdiction (domestic or foreign), or in violation of any airworthiness certificate, license or registration relating to any Mortgage Collateral issued by any such Governmental Authority, except for any violation which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; (B) in any area excluded from coverage by any insurance required by the terms of subsection 4.5 hereof, except in the case of a requisition for use by the United States of America, and then only if the Grantor obtains indemnity in lieu of such insurance from the United States of America against the risks and in the amounts required by said subsection 4.5 covering such area, or as to which the Grantor has otherwise obtained the written consent of the Mortgagee; or (C) in any recognized or threatened area of hostilities unless fully covered to the Mortgagee's satisfaction by war-risk insurance, or unless such Airframe, Engine, Parts or other Mortgage Collateral are operated or used under contract with the government of United States of America under which contract said government assumes liability for any other damage, loss, destruction or failure to return possession of such Airframe, Engine, Parts or Mortgage Collateral at the end of the term of such contract and for injury to persons or damage to property of others or unless the Aircraft is only temporarily located in such area as a result of an isolated occurrence attributable to a hijacking, medical emergency, equipment malfunction, weather conditions, navigational error or other similar unforeseen circumstances and the Grantor is using its good faith efforts to remove the Aircraft from such area. For purposes of this Section 4.1, a "materiel" 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 "I'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, - 7 - CHI99 5086I 504.0664910072 SDNY_GM_02755639 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002425 6 1 EFTA01327677

SDNY_GM_02755640 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242562 EFTA01327678

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, CH999 5086130.5.066497.0072 SDNY_GIvl02755641 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242563 EFTA01327679

SDNY_GM_02755642 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242564 EFTA01327680

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 theretp,'at all such times during normal business hours as the Mortgagee may from time to time reasonably request; provided that so long as no Event of Default shall have occurred and is continuing such visits shall be limited to two (2) occasions per fiscal year. 4.9 Reserved. 4.10 Citizenship. The Grantor shall at all times be a "Citizen of the United States" as defined in 49 U.S.C. Section 40102(aX15)(e). 4.11 Event of Loss with Resoect 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 I 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 tho Replacement Engine free and clear of all Liens (other than Permitted Liens) and the subjection of the Replacement Engine to the lien and security interest of this Mortgage. Upon full compliance by the Grantor with the provisions of this subsection 4.11, the Mortgagee will deliver to the Grantor an instrument releasing the Engine with respect to which such Event of Loss occurred from the lien and security interest of this Mortgage. For all purposes of this Mortgage, each Replacement Engine shall, after being subjected to the lien and security interest hereof, be deemed an "Engine" as defined herein and shall be deemed part of the same Aircraft as was the Engine replaced thereby. 4.12 Further Assurances. The Grantor at its expense will promptly and duly execute and deliver such documents and assurances and take such action as may be necessary, or as the Mortgagee may from time to time request, in order to more effectively carry out the intent and purpose of this Mortgage, to establish, protect and perfect the rights, remedies, liens and security interests created or intended to be created in favor of the Mortgagee hereunder and to comply - 9 - ali99 5016130.5.066497.0012 SDNY_GM_02755643 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242565 EFTA01327681

I SDNY_GM_02755644 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242566 EFTA01327682

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 filing of UCC financing and continuation statements with respect to the security interests created hereby, registration of any International Interest of the Mortgagee with respect to the Mortgage Collateral, including the Aircraft with the International Registry, in each case in form and substance satisfactory to the Mortgagee, in such jurisdictions as the Mortgagee may reasonably request. The Grantor hereby authorizes the Mortgagee to file any such statements without the signature of the Grantor to the extent permitted by applicable law. 4.13 Sale of Aircraft. Without the prior written consent of the Mortgagee, the Grantor shall not sell, transfer or otherwise dispose of any Mortgage Collateral, including any Aircraft or enter into any conditional sale, finance lease or any other agreement or arrangement which has the same legal effect as a sale (regardless of whether Grantor retains title to such Aircraft), except as provided in the Credit and Security Agreement. SECTION 5 RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME 5.1 Application of Proceeds and Amounts Realized On Mortgage Collateral. Whether or not an Event of Default or Default shall have occurred and be continuing hereunder and/or under the Credit and Security Agreement, all payments and proceeds related to and arising from the Mortgage Collateral shall be paid to the Mortgagee and applied in accordance with the terms of the Credit and Security Agreement. SECTION 6 EVENTS OF DEFAULT AND REMEDIES 6.1 Remedies. If an Event of Default under the Credit and Security Agreement shall occur, the Mortgagee may, without notice of any kind to the Grantor, except as otherwise provided herein and to the extent permitted by law, carry out or enforce the actions or remedies provided in this Section 6 or elsewhere in this Mortgage, any applicable rights and remedies specified under the Cape Town Convention, and any rights and remedies otherwise available to a secured party under the UCC and/or the Uniform Commercial Code as in effect at the time in any applicable jurisdiction; provided, however, that such actions and remedies shall be in addition to, and not be deemed to limit, the remedies provided in any Security Document. 6.2 Possession of Mortgage Collateral. If an Event of Default under the Credit and Security Agreement shall occur and be continuing, the Mortgagee may, without notice, take possession of all or any part of the Mortgage Collateral, including the Aircraft and may exclude the Grantor, and all persons claiming under the Grantor, wholly or partly therefrom. In addition, the Mortgagee shall be entitled to exercise all of their respective rights and remedies as set forth in this Mortgage, under the Loan Documents, and at law with respect to the Mortgage Collateral. At the request of the Mortgagee, the Grantor shall promptly deliver or cause to be delivered to the Mortgagee or to whomsoever the Mortgagee shall designate, at such time or times and place - 10 - CHI99 50/61304.066497.0072 SDNY_GM_02755645 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242567 EFTA01327683

SDNY GM 02755646 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242568 EFTA01327684

or places as the Mortgagee may reasonably specify, and fly or cause to be flown to such airport or airports in the continental United States as the Mortgagee may reasonably specify, without risk or expense to the Mortgagee, all or any part of the Aircraft specified by the Mortgagee. In addition, the Grantor will provide, without cost or expense to the Mortgagee, storage facilities for the Mortgage Collateral, including any Aircraft. If the Grantor shall for any reason fail to deliver any Mortgage Collateral or any part thereof after demand by the Mortgagee, the Mortgagee may, without being responsible for loss or damage, except to the extent caused by the gross negligence or willful misconduct of the Mortgagee, (i) obtain an order from any court having jurisdiction conferring on the Mortgagee the right to immediate possession or requiring the Grantor to deliver immediate possession of all or part of such Aircraft to the Mortgagee, to the entry of which the Grantor hereby specifically consents, or (ii) with or, to the fullest extent provided by law, without such judgment, pursue all or any part of such Mortgage Collateral, including the Aircraft wherever they may be found and enter any of the premises of or leased by the Grantor where such Mortgage Collateral, including the Aircraft may be and search for such Mortgage Collateral, including the Aircraft and take possession of and remove the same. The Grantor agrees to pay to the Mortgagee, upon demand, all expenses incurred in taking any such action; and all such expenses shall constitute Obligations and, until paid, be secured by the lien and security interest of this Mortgage and the Security Documents. Upon every such taking of possession, the Mortgagee may, from time to time, make all such reasonable expenditures for maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Mortgage Collateral, including the Aircraft as it may deem proper. 6.3 Sale and Suits for Enforcement. (a) If an Event of Default under the Credit and Security Agreement shall occur and be continuing, the Mortgagee, with or without taking possession of the Mortgage Collateral, including the Aircraft, may: (i) to the extent and in the manner permitted by law, sell at one or more sales, all or any part of the Mortgage Collateral, at public or private sale, at such place or places and at such time or times and upon such terms, including terms of credit (which may include the retention of title by the Mortgagee to the property so sold), as the Mortgagee may determine, whether or not the Mortgage Collateral shall be at the place of sale; and (ii) proceed to protect and enforce its rights under this Mortgage by suit, whether for specific performance of any covenant herein contained or in aid of the exercise of any power herein granted or for the foreclosure of this Mortgage and the sale of the Mortgage Collateral under the judgment or decree of a court of appropriate jurisdiction or for the enforcement of any other right. (b) At any public sale of any Mortgage Collateral, including the Aircraft or any part thereof by the Mortgagee pursuant to paragraph (a)(i) above, the Mortgagee may consider and accept bids requiring the extension of credit to the bidder and may determine the highest bidder at such sale, whether or not the bid of such bidder shall be solely for cash or shall require the extension of credit. 01199 50461 30-5.0664974072 SDNY Glvl 02755647 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242569 EFTA01327685

SDNY_GM_02755848 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242570 EFTA01327686