S-1/A

As filed with the Securities and Exchange Commission on December 13, 2021

Registration Number 333-261285

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Global Crossing Airlines Group Inc.

(Exact name of registrant as specified in its charter)

Delaware	481211	98-1350261
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification Number)

4200 NW 36th Street

Building 5A

Miami International Airport

Miami, Florida 33166

(786) 751-8503

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Ryan Goepel

Chief Financial Officer

4200 NW 36th Street

Building 5A

Miami International Airport

Miami, Florida 33166

(786) 751-8503

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Please send copies of all correspondence to:

Jahan Islami, Esq.

Martin Schrier, Esq.

Cozen O’Connor P.C.

200 South Biscayne Blvd, Suite 3000

Miami, FL 33131

(305) 704-5940

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.  ☐

Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee(2)
Common stock, par value $0.001 per share	5,067,128	$1.70(3)	$9,272,844(3)	$1,012
Common stock, par value $0.001 per share, underlying warrants	5,671,224	$1.70(3)	$10,378,339(3)	$1,132
Class B non-voting common stock, par value $0.001 per share	10,022,760	$1.70(4)	$18,040,968(4)	$1,968

(1) Represents shares of common stock offered for resale by selling stockholders. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover an indeterminate amount and number of each identified class of the identified securities as may be issued upon conversion, exchange, exercise or settlement of any other securities that provide for such conversion, exchange, exercise or settlement.

(2) Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price.

(3) Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended, based on the average of high and low price per share of the common stock quoted on the OTCQB Marketplace on November 17, 2021 and an estimate of the proposed maximum aggregate offering price of the Class B Non-Voting Common Stock.

(4) Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended, based on the average of high and low price per share of the common stock quoted to the TSX Venture Exchange on November 17, 2021.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

The sole purpose of this amendment is to file certain exhibits to the Registration Statement, as indicated in Item 16 of Part II of this amendment. No change is made to the preliminary prospectus constituting Part I of the Registration Statement or Items 13, 14, 15 or 17 of Part II of the Registration Statement. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 16 of Part II and the signature page to the Registration Statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statements.

Exhibit Number	Description
2.1*	Share Exchange Agreement, dated as of February 5, 2020, between Canada Jetlines Ltd and Global Crossing Airlines, Inc.
3.1*	Amended and Restated Certificate of Incorporation of Global Crossing Airlines Group Inc.
3.2**	Second Amended and Restated Bylaws of Global Crossing Airlines Group Inc.
4.1	Reference is made to exhibits 3.1 and 3.2.
4.2*	Common Stock Purchase Warrant, dated April 20, 2021, issued by Global Crossing Airlines Group, Inc. to Ascent Global Logistics, Inc.
4.3*	Warrants, dated July 10, 2020, issued by Global Crossing Airlines Group Inc. to GEM Global Yield LLC SCS
5.1*	Opinion of Cozen O’Connor P.C.
10.1*	Share Subscription Agreement dated May 4, 2020, by and among Global Crossing Airlines, Inc., GEM Yield Bahamas Limited and GEM Global Yield LLC SCS
10.2*	Master Lease Agreement #ML 01862173 dated December 22, 2020, by and between Global Crossing Airlines LLC and CIT Bank, N.A.
10.3*	Aircraft Lease Agreement by and between Global Crossing Airlines, Inc., as lessee, and Wilmington Trust Co, as owner-trustee for the Falcon MSN 2695 Trust, as lessor.
10.4*	Aircraft Lease Agreement by and between Global Crossing Airlines, Inc., as lessee, and Wilmington Trust Co, as owner trustee for the Aircraft MSN 2480 Trust, as lessor.
10.5*	Letter of Intent dated October 15, 2020, as amended on November 27, 2020, by and between Global Crossing Airlines, Inc. and Vallair Solutions S.A´ . R.L.
10.8*	Atlantic City International Airport Airline-Airport Use and Lease Agreement dated July 13, 2020, by and between Global Crossing Airlines, Inc., and South Jersey Transportation Authority.
10.9*	Lease Agreement dated August  10, 2020, by and between Global Crossing Airlines, Inc., and South Jersey Transportation Authority, for the lease of certain real property located at Atlantic City International Airport.
10.10*	Lease Agreement No. C010681 dated December  10, 2018, by and between Global Crossing Airlines LLC and Miami-Dade County, for the lease of the premises located at Building 919, on the Northside Area of Miami International Area.
10.11*	Aircraft ACMI Lease Agreement dated June 1, 2020, by and between Global Crossing Airlines, Inc. and Smartlynx Airlines Malta, as amended by that certain Amending Agreement No. 1 dated July  29, 2020 and that certain Amending Agreement No. 2 dated October 15, 2020.
10.12*	ACMI Passenger Agreement dated February 5, 2021, by and between Global Crossing Airlines, LLC and Estelar Latinamerica.
10.13*	Passenger Aircraft Charter Agreement dated February 23, 2021, by and between Global Crossing Airlines, LLC and CubaX Air Tours, LLC.

II-1

Exhibit Number	Description
10.14*	Cooperation Agreement 2020 dated March  16, 2020, by and between Global Crossing Group and Airfleet Resources, Ltd., as amended by that certain Cooperation Agreement 2020, September Extension dated September 19, 2020. Line Maintenance Agreement dated October  1, 2020, by and between Global Crossing Airlines, Inc. and Spirit Airlines, Inc.
10.15*	Aviation Fuel Supply Agreement dated June 3, 2020, by and between Global Crossing Airlines LLC and Associated Energy Group, LLC.
10.16*	AeroCRS Services Agreement dated December 22, 2020, by and between Global Crossing Airlines, Inc. and AERO CRS Ltd.
10.18†*	Stock Option Plan dated October 15, 2020
10.19†*	Form of Stock Option Agreement
10.20†*	Restricted Share Unit Plan
10.21†*	Performance Share Unit Plan
10.22*	Securities Purchase Agreement, dated April 20, 2021, by and between Global Crossing Airlines Group Inc. and Ascent Global Logistics, Inc.
10.23†*	Form of Indemnification Agreement for Officers and Directors
10.24*	Nomination Rights Agreement, dated April 20, 2021, by and between the Company and Ascent Global Logistics, Inc.
10.25*	Registration Rights Agreement, dated April 20, 2021, by and between the Company and Ascent Global Logistics, Inc.
10.26*	Master Service Agreement, dated May 18, 2021 by and among Global Crossing Airlines LLC and U.S. Bank National Association, acting through Elavon Canada Company
10.27*	Bridge Loan Agreement, dated June 3, 2021 between Canada Jetlines Operations Ltd. and the Company
10.28*	Framework Agreement, dated June 23, 2020 by and among the Company and SmartLynx Airlines Malta Limited
10.29*	Joint Venture Agreement, dated September 9, 2020 between KD Holdings LLC and Global Crossing Airlines LLC
10.30**§	Operating Lease Agreement, dated June 30, 2021, between UMB Bank, NA and the Company
10.31**§	Operating Lease Agreement, dated July 9, 2021, between UMB Bank, NA and the Company
10.32**	Warrant Adjustment Certificate, dated June 28, 2021, by and between the Company and GEM Global Fund LLC SCS
10.33**	Commercial Insurance Premium Finance and Security Agreement, dated January  21, 2021 by and between the Company and Bank Direct Capital Finance
10.34*§	Aircraft Lease Agreement, dated November 5, 2021 between UMB Bank, National Association, and Global Crossing Airlines, Inc.
10.35*§	Aircraft Lease Agreement, dated November 5, 2021 between UMB Bank, National Association, and Global Crossing Airlines, Inc.
21.1**	Subsidiaries of the Company

II-2

Exhibit Number	Description
23.1**	Consent of Rosenberg Rich Baker Berman, P.A.
23.2*	Consent of Cozen O’Connor P.C. (included in Exhibit 5.1)

* Filed herewith.

** Previously filed

*** To be filed by amendment

† Indicates management contract or compensation plan or agreement.

§ Portions of the exhibit have been omitted

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on the 13^th day of December, 2021.

Global Crossing Airlines Group Inc.
By:	/s/ Edward J. Wegel
	Name: Edward J. Wegel
	Title: Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
* Edward J. Wegel	Chairman, Chief Executive Officer and Director (Principal Executive Officer)	December 13, 2021
* Ryan Goepel	Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)	December 13, 2021
* Alan Bird	Director	December 13, 2021
* Joseph DaGrosa, Jr.	Director	December 13, 2021
* Debora Robinson	Director	December 13, 2021
* Zygimantas Surintas	Director	December 13, 2021
* T. Allan McArtor	Vice Chairman, Director	December 13, 2021
* John Quelch	Director	December 13, 2021
* David Ross	Director	December 13, 2021
* William Shuster	Director	December 13, 2021

*By:	/s/ Edward J. Wegel
	Attorney-in-Fact

II-4

EX-2.1

Exhibit 2.1

EXECUTION VERSION

CANADA JETLINES LTD.

AND

GLOBAL CROSSING AIRLINES, INC.

AND

ALL OF THE STOCKHOLDERS OF GLOBAL CROSSING AIRLINES, INC.

SHARE EXCHANGE AGREEMENT

DATED FEBRUARY 5, 2020

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION		1
1.1	Definitions	1
1.2	Interpretation Not Affected by Headings	9
1.3	Number and Gender	10
1.4	Date for Any Action	10
1.5	Currency	10
1.6	Knowledge	10
1.7	Schedules	10
ARTICLE 2 THE TRANSACTION		11
2.1	Joinder	11
2.2	Share Purchase and Sale	11
2.3	Jet Corporate Matters as of the Closing Date	12
2.4	Global Corporate Matters as of the Closing Date	13
2.5	Jet Meeting	13
2.6	Jet Circular	13
2.7	Preparation of Filings	15
2.8	Announcement and Shareholder Communications	15
2.9	Withholding Taxes	15
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF GLOBAL		16
3.1	Representations and Warranties	16
3.2	Survival of Representations and Warranties	25
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF JET		25
4.1	Representations and Warranties	25
4.2	Survival of Representations and Warranties	37
ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS		37
5.1	Representations and Warranties	37
5.2	Survival of Representations and Warranties	39
ARTICLE 6 COVENANTS		39
6.1	Covenants of Global Regarding the Conduct of Business	39
6.2	Covenants of Global Relating to the Transaction	42
6.3	Covenants of Jet Regarding the Conduct of Business	43
6.4	Covenants of Jet Relating to the Transaction	46
ARTICLE 7 CONDITIONS		47
7.1	Mutual Conditions Precedent	47
7.2	Additional Conditions Precedent to the Obligations of Jet	48
7.3	Additional Conditions Precedent to the Obligations of Global	49
7.4	Satisfaction of Conditions	50
ARTICLE 8 ADDITIONAL AGREEMENTS		50
8.1	Global Non-Solicitation	50
8.2	Jet Non-Solicitation	54
8.3	Access to Information; Confidentiality	58
8.4	Notices of Certain Events	58

ARTICLE 9 TERM, TERMINATION, AMENDMENT AND WAIVER		59
9.1	Term	59
9.2	Termination	59
9.3	Expenses	62
9.4	Amendment	62
9.5	Waiver	62
ARTICLE 10 GENERAL PROVISIONS		62
10.1	Notices	62
10.2	Governing Law; Waiver of Jury Trial	63
10.3	Injunctive Relief	63
10.4	Time of Essence	64
10.5	Entire Agreement, Binding Effect and Assignment	64
10.6	No Liability	64
10.7	Severability	64
10.8	Counterparts, Execution	64
SCHEDULE A – THE STOCKHOLDERS’ CONSIDERATION SHARES		66
SCHEDULE B – EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES		67
SCHEDULE C – JOINDER AGREEMENT		68

SHARE EXCHANGE AGREEMENT

THIS SHARE EXCHANGE AGREEMENT dated February 5^th, 2020

BETWEEN:

CANADA JETLINES LTD., a corporation existing under the federal Laws of Canada (“Jet”)

– and –

GLOBAL CROSSING AIRLINES, INC., a corporation existing under the Laws of the State of Delaware (“Global”)

– and –

ALL OF THE STOCKHOLDERS OF GLOBAL AS SET FORTH ON SCHEDULE “A” HERETO (“Stockholders”)

RECITALS:

A. Jet is a reporting issuer under Canadian securities legislation with its shares listed for trading on the TSXV.

B. Global is a private start-up airline.

C. Jet and Global propose a business combination whereby the Stockholders will sell, and Jet will purchase from the Stockholders all of the Purchased Shares (as defined below), for the consideration and upon the terms and conditions set forth in this Agreement.

D. The Stockholders have each agreed to execute a Joinder Agreement (as defined herein), pursuant to which the Stockholders agree to be bound by the terms and conditions set forth in this Agreement applicable to them.

E. Prior to the Transaction, Jet must effect the Consolidation and Continuance (as defined herein).

THIS AGREEMENT WITNESSES THAT in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties hereto covenant and agree as follows:

ARTICLE 1

INTERPRETATION

1.1 Definitions

In this Agreement, unless the context otherwise requires:

“Acquisition Proposal” means a proposal or offer, oral or written, relating to any merger, take over bid, amalgamation, plan of arrangement, business combination, consolidation, recapitalization, reorganization, issuer bid, liquidation or winding-up or similar transaction or sale of assets, or any transaction being economically or functionally equivalent to any of the foregoing, whether in a single transaction or a series of transactions, in respect of either Global or Jet, as applicable, involving 50% or more of the consolidated assets of Global or Jet, as applicable, or 50% or more of the outstanding voting shares of Global or Jet, as applicable, other than the transactions contemplated by this Agreement and any other transaction involving Global and Jet;

“affiliate” has the meaning ascribed thereto in the National Instrument 45-106 – Prospectus and Registration Exemptions;

“Agreement” means this Share Exchange Agreement, including all schedules annexed hereto, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof;

“Authorization” means any authorization, order, permit, approval, grant, licence, registration, consent, right, notification, condition, franchise, privilege, certificate, judgment, writ, injunction, award, determination, direction, decision, decree, bylaw, rule or regulation, whether or not having the force of Law;

“business day” means any day, other than a Saturday, a Sunday or a statutory or civic holiday in Vancouver, British Columbia or Miami, Florida;

“CBCA” means the Canada Business Corporations Act and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time;

“Claim” means any demand, action, cause of action, investigation, inquiry, suit, proceeding, claim, complaint, arbitration, charge, prosecution, assessment or reassessment, including any appeal or application for review, judgment, arbitration, award, grievance, settlement or compromise;

“Closing Date” means the date the Transaction is closed, which shall occur five days following the acceptance by the TSXV of the Transaction, or such other date as the Parties may agree;

“Closing Time” means 9:00 a.m. (Vancouver time) on the Closing Date, or such other time as the Parties may agree;

“Consideration Shares” means the Jet Common Voting Shares issued to the Stockholders, all as more particularly set forth on Schedule “A” hereto;

“Consolidation” has the meaning ascribed to that term in 2.3(a);

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“Continuance” means the the continuance of Jet from the jurisdiction of Canada to the jurisdiction of British Columbia;

“Contract” means any contract, agreement, license, franchise, lease, arrangement, commitment, understanding, joint venture, partnership or other right or obligation (written or oral) to which a Party is a party or by which it is bound or affected or to which any of their respective properties or assets is subject;

“Encumbrances” means any and all claims, liens, security interests, mortgages, pledges, pre-emptive rights, charges, options, equity interests, encumbrances, proxies, voting agreements, voting trusts, leases, tenancies, easements or other interests of any nature or kind whatsoever, howsoever created;

“Financing” means the financing by issuance of securities of Jet for gross proceeds of up to $20,000,000 that may be completed in connection with the Transaction;

“Global Benefit Plans” means any pension or retirement income plans or other employee compensation, other than equity- or security-based compensation arrangements, or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon Global or for which Global could have any liability;

“Global Board” means the board of directors of Global as the same is constituted from time to time;

“Global Common Shares” means the common shares in the capital of Global as currently constituted;

“Global Material Adverse Effect” means any one or more changes, effects, events, occurrences or states of fact, either individually or in the aggregate, that is, or would reasonably be expected to be, material and adverse to the assets, liabilities (including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), business, operations, results of operations, capital, property, obligations (whether absolute, accrued, conditional or otherwise) or financial condition of Global, other than changes, effects, events, occurrences or states of fact resulting from: (a) a change in the value of the Global Common Shares following and reasonably attributable to the public announcement of the execution of this Agreement and the transactions contemplated hereby, (b) any changes affecting the global airline industry generally; (c) general economic, financial, currency exchange, securities or commodity market conditions in Canada or the United States; (d) any change in IFRS or U.S. GAAP occurring after the date hereof; (e) any change in applicable Laws or in the interpretation thereof by any Governmental Entity occurring after the date hereof; (f) the commencement, occurrence or continuation of any war, armed hostilities or acts of terrorism; or (g) any natural disaster, provided, however, that with respect to clauses (b) to (g), such changes do not relate

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primarily to Global, or do not have a disproportionate effect on Global, compared to other companies of similar size operating in the airline industry and references in this Agreement to dollar amounts are not intended to be and shall not be deemed to be illustrative or interpretative for purposes of determining whether a “Global Material Adverse Effect” has occurred;

“Global Proposed Agreement” has the meaning ascribed to that term in Section 8.1(e);

“Global Shareholders” or “Stockholders” means the holders of Global Common Shares;

“Governmental Entity” means: (a) any multinational, Canadian or U.S. federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, agency or entity, domestic or foreign; (b) any stock exchange, including the TSXV; (c) any subdivision, agent, commission, board or authority of any of the foregoing; or (d) any quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing;

“GSA” means the General Security Agreement dated January 17, 2020 between Jet and Global;

“IFRS” means International Financial Reporting Standards;

“including” means including without limitation, and “include” and “includes” have a corresponding meaning;

“Jet Benefit Plans” means any pension or retirement income plans or other employee compensation, other than equity- or security-based compensation arrangements, or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon Jet or for which Jet could have any liability;

“Jet Board” means the board of directors of Jet as the same is constituted from time to time;

“Jet Circular” means the notice of the Jet Meeting and accompanying management information circular, including all schedules, appendices and exhibits thereto and enclosures therewith, to be sent to the Jet Shareholders in connection with the Jet Meeting, as amended, supplemented or otherwise modified from time to time;

“Jet Common Voting Shares” means the common voting shares in the capital of Jet;

- 4 -

“Jet Material Adverse Effect” means any one or more changes, effects, events, occurrences or states of fact, either individually or in the aggregate, that is, or would reasonably be expected to be, material and adverse to the assets, liabilities (including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), business, operations, results of operations, capital, property, obligations (whether absolute, accrued, conditional or otherwise) or financial condition of Jet, other than changes, effects, events, occurrences or states of fact resulting from: (a) a change in the market price of the Jet Shares following and reasonably attributable to the public announcement of the execution of this Agreement and the transactions contemplated hereby; (b) any changes affecting the global airline industry generally; (c) general economic, financial, currency exchange, securities or commodity market conditions in Canada or the United States; (d) any change in IFRS or U.S. GAAP occurring after the date hereof; (e) any change in applicable Laws or in the interpretation thereof by any Governmental Entity occurring after the date hereof; (f) the commencement, occurrence or continuation of any war, armed hostilities or acts of terrorism; or (g) any natural disaster; provided, however, that with respect to clauses (b) to (g), such changes do not relate primarily to Jet, or do not have a disproportionate effect on Jet, compared to other companies of similar size and business, and references in this Agreement to dollar amounts are not intended to be and shall not be deemed to be illustrative or interpretative for purposes of determining whether an “Jet Material Adverse Effect” has occurred;

“Jet Meeting” means the special meeting of Jet Shareholders, including any adjournment or postponement thereof, to be called for the purpose of obtaining the Jet Shareholder Approval;

“Jet Options” means the outstanding options to purchase Jet Shares;

“Jet Proposed Agreement” has the meaning ascribed to that term in Section 8.2(e);

“Jet Public Documents” means all documents and information filed by Jet under applicable Securities Laws on the System for Electronic Document Analysis Retrieval (SEDAR), during the two years prior to the date hereof;

“Jet RSUs” means restricted share units redeemable for Jet Shares;

“Jet Share Capital Restructuring” means an amendment to the Articles of Jet to amend the special rights and restrictions of the (i) Jet Common Voting Shares such that in aggregate this class of shares shall be entitled to 75% of the voting rights associated with all Jet Shares and may only be held by United States citizens; and (ii) Jet Variable Voting Shares such that in aggregate this class of shares shall be entitled to 25% of the voting rights associated with all Jet Shares and may only be held by non-United States citizens;

- 5 -

“Jet Shareholder Approval” means that the requisite approval for the resolutons approving the Transaction, which shall be 662/3% of the votes cast on such resolutions by Jet Shareholders, present in person or by proxy at the Jet Meeting;

“Jet Shareholders” means the holders of Jet Shares;

“Jet Shares” means the Jet Common Voting Shares and the Jet Variable Voting Shares;

“Jet Variable Voting Shares” means the variable voting shares in the capital of Jet;

“Joinder Agreement” means the agreement in substantially the form attached hereto as Schedule “C” to be executed by each Stockholder;

“Law” or “Laws” means all laws (including common law), by-laws, statutes, rules, regulations, principles of law and equity, orders, rulings, ordinances, judgements, injunctions, determinations, awards, decrees or other requirements, whether domestic or foreign, and the terms and conditions of any Permit of or from any Governmental Entity or self-regulatory authority (including the TSXV), and the term “applicable” with respect to such Laws and in a context that refers to a Party, means such Laws as are applicable to such Party or its business, undertaking, property or securities and emanate from a Person having jurisdiction over the Party or its business, undertaking, property or securities;

“Letter of Intent” means the Letter of Intent dated December 12, 2019 between Jet and Global;

“Liens” means any hypothecs, mortgages, pledges, assignments, liens, charges, security interests, encumbrances and adverse rights or claims, other third party interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

“Loan Agreement” means the Loan Agreement dated January 17, 2020 between Global and Jet;

“Losses” means any and all loss, liability, damage, cost, expense, charge, fine, penalty or assessment, interest charges, punitive damages, fines, penalties and reasonable professional fees and disbursements, including in connection with any Claim;

“Mailing Deadline” means May 30, 2020, or such other date as may be agreed to by the Parties;

“material fact” and “material change” have the meanings ascribed thereto in the Securities Act;

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“Meeting Deadline” means June 30, 2020, or such other date as may be agreed to by the Parties;

“misrepresentation” has the meaning ascribed thereto in the Securities Act;

“ordinary course of business”, “ordinary course of business consistent with past practice”, or any similar reference, means, with respect to an action taken by a Person, that such action is consistent with the past practices of such Person and is taken in the ordinary course of the normal day-to-day business and operations of such Person; provided that in any event such action is not unreasonable or unusual;

“QTCQB” means The OTCQB^® Venture Marketplace operated by OTC Markets Group Inc.;

“Outside Date” means July 31, 2020, or such later date as may be agreed to in writing by the Parties;

“Parties” means Global and Jet and “Party” means either of them;

“Permit” means any license, permit, certificate, consent, order, grant, approval, agreement, classification, restriction, registration or other Authorization of, from or required by any Governmental Entity;

“Person” includes an individual, partnership, association, body corporate, trustee, executor, administrator, legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status;

“Purchased Shares” means all the issued and outstanding Global Common Shares held collectively by the Stockholders as of the Closing Date, as set out in Schedule “A” hereto;

“Purchase Price” has the meaning ascribed to such team in Section 2.2;

“Regulatory Approvals” means those sanctions, rulings, consents, orders, exemptions, permits and other approvals (including the waiver or lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of Governmental Entities;

“Reverse Takeover” has the meaning ascribed to that term in TSXV policy 5.2 – Changes of Business and Reverse Takeovers;

“Securities Act” means the Securities Act (British Columbia) and the rules, regulations and published policies made thereunder, as now in effect and as they may be promulgated or amended from time to time;

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“Securities Laws” means the Securities Act, together with all other applicable state, federal and provincial securities Laws, rules and regulations and published policies thereunder, as now in effect and as they may be promulgated or amended from time to time;

“SEDAR” means the System for Electronic Document Analysis and Retrieval;

“Subsidiary” has the meaning ascribed thereto in the National Instrument 45-106 – Prospectus and Registration Exemptions;

“Superior Proposal” means an unsolicited bona fide Acquisition Proposal made by a third party to a Party or its shareholders in writing after the date hereof: (i) to purchase or otherwise acquire, directly or indirectly, by means of a merger, take-over bid, amalgamation, plan of arrangement, business combination, consolidation, recapitalization, liquidation, winding-up or similar transaction, all of the Global Common Shares or all of the Jet Shares, as the case may be, and offering or making available the same consideration in form and amount to all shareholders of the Party to be purchased or otherwise acquired; (ii) that is reasonably capable of being completed without undue delay, taking into account all legal, financial, regulatory and other aspects of such proposal and the party making such proposal; (iii) is not subject to any financing condition and in respect of which any required financing to complete such Acquisition Proposal has been demonstrated to be available to the satisfaction of the board of directors of such Party, acting in good faith (after receipt of advice from its financial advisors and outside legal counsel); (iv) which is not subject to a due diligence or access condition; (v) that did not result from a breach of Section 8.1 or Section 8.2 as the case may be, by the receiving Party or its representatives; (vi) is made available to all Global Shareholders or Jet Shareholders, as the case may be, on the same terms and conditions; (vii) in respect of which the board of directors of such Party determines in good faith (after receipt of advice from its outside legal counsel with respect to (x) below and financial advisors with respect to (y) below) that (x) failure to recommend such Acquisition Proposal to its shareholders would be inconsistent with its fiduciary duties and (y) which would, taking into account all of the terms and conditions of such Acquisition Proposal, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction more favourable to its shareholders from a financial point of view than the Transaction (including any adjustment to the terms and conditions of the Transaction proposed by the other Party pursuant to Subsection 8.1(f) or Subsection 8.2(f), as the case may be);

“Tax Act” means the Income Tax Act (Canada) and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time;

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“Taxes” means all taxes, duties, fees, premiums, assessments, imposts, levies, expansion fees and other charges of any kind whatsoever imposed by any Governmental Entity, including all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity in respect thereof, and including those levied on, or measured by, or referred to as, income, gross receipts, profits, windfall, royalty, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, value-added, excise, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, health, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, countervail and anti-dumping, all licence, franchise and registration fees and all employment insurance, health insurance and Canada, Québec and other pension plan premiums or contributions imposed by any Governmental Entity, and any transferee liability in respect of any of the foregoing;

“Tax Returns” means all returns, reports, declarations, elections, notices, filings, forms, statements and other documents (whether in tangible, electronic or other form) and including any amendments, schedules, attachments, supplements, appendices and exhibits thereto, required by a Governmental Entity to be made or filed in accordance with applicable Laws in respect of Taxes;

“Transaction” means the sale by the Stockholders and the purchase by Jet of the Purchased Shares as contemplated herein;

“TSXV” means the TSX Venture Exchange;

“TSXV Approval” means the conditional approval of the TSXV in respect of the Reverse Takeover and the approval of the listing of the Jet Shares issuable to Global Shareholders pursuant to the Transaction;

“United States” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder;

“U.S. GAAP” means United States Generally Accepted Accounting Principles;

“U.S. Person” has the meaning ascribed to it in Rule 902 of Regulation S of the U.S. Securities Act; and

“U.S. Securities Act” means the United States Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.

1.2 Interpretation Not Affected by Headings

The division of this Agreement into Articles, Sections, subsections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. Unless the contrary intention appears, references in this Agreement to an Article, Section, subsection, paragraph or Schedule by number or letter or both refer to the Article, Section, subsection, paragraph or Schedule, respectively, bearing that designation in this Agreement.

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1.3 Number and Gender

In this Agreement, unless the contrary intention appears, words importing the singular include the plural and vice versa, and words importing gender include all genders.

1.4 Date for Any Action

If the date on which any action is required to be taken hereunder by a Party is not a business day, such action shall be required to be taken on the next succeeding day which is a business day.

1.5 Currency

Unless otherwise stated, all references in this Agreement to sums of money are expressed in lawful money of Canada and “$” refers to Canadian dollars.

1.6 Knowledge

(a) In this Agreement, references to “the knowledge of Global” means the actual knowledge of Edward J. Wegel, Global’s Chief Executive Officer, after making due enquiries regarding the relevant matter.

(b) In this Agreement, references to “the knowledge of Jet” means the actual knowledge of its Board of Directors; Carlo Valente, Chief Financial Officer; and Olen Aasen, VP Legal, in each case, after making due enquiries regarding the relevant matter.

1.7 Schedules

The following Schedules are annexed to this Agreement and are incorporated by reference into this Agreement and form a part hereof:

Schedule A	—	The Stockholders’ Consideration Shares
Schedule B	—	Exceptions to Representations and Warranties
Schedule C	—	Joinder Agreement

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ARTICLE 2

THE TRANSACTION

2.1 Joinder

Each Stockholder who executes a Joinder Agreement substantially in the form attached hereto as Schedule “C”, shall be deemed, as of the date of such execution, for all purposes of this Agreement to be a Party to this Agreement, and this Agreement shall be deemed to have been amended as of such date to include such Stockholders, and except as expressly amended as contemplated by this section, each provision of this Agreement shall remain in full force and effect, unamended.

2.2 Share Purchase and Sale

(a) Subject to the terms and conditions hereof the Stockholders shall transfer to Jet, and Jet shall accept from the Stockholders, the Purchased Shares held by the Stockholders and the Stockholders shall deliver to Jet certificates representing the Purchased Shares, duly endorsed in blank for transfer, registered in the name of Jet or duly executed powers of attorney in respect thereof;

(b) The purchase price (the “Purchase Price”) for the Purchased Shares shall be paid and satisfied by the issuance and delivery at the Time of Closing of the Consideration Shares by Jet to the Stockholders in accordance with Schedule “A” hereto, and no other consideration.

(c) The Stockholders acknowledge and agree with Jet that the Consideration Shares may be subject to resale restrictions under applicable Securities Laws (and shall bear a legend reflecting such restrictions) and the rules and polices of the TSXV and that the Consideration Shares will not be transferable if such Consideration Shares are subject to TSXV escrow requirements, until the escrowed Consideration Shares are released from escrow.

(d) Jet does not assume and shall not be liable for any taxes under the Tax Act or any other taxes whatsoever which may be or become payable by the Stockholders including, without limiting the generality of the foregoing, any taxes resulting from or arising as a consequence of the sale by the Stockholders to Jet of the Purchased Shares, and the Stockholders shall indemnify and save harmless Jet from and against all such taxes.

(e) The Transaction shall be closed (the “Closing”), at the offices Jet at the Closing Time on the Closing Date.

(f) Any document, instrument or thing which is to be delivered by any Party hereto at the Closing shall be tabled at a pre-Closing at the place of Closing referred to above by the Party which is to deliver such document, instrument or thing, and any document, instrument or thing so tabled by a Party hereto shall be held in escrow by counsel for such Party until the Time of Closing and released from escrow at the Time of Closing provided all, documents, instruments and things which are to be delivered at the Closing are tabled in accordance with this section at the Closing.

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(g) Jet and the Stockholders acknowledge and agree that it is intended that the provisions of section 85.1 of the Income Tax Act (Canada) and any other similar provision of an applicable U.S. federal or state, or Canadian provincial tax law shall apply to the transfer of the Purchased Shares. The Parties further acknowledge and agree that in consideration of the Purchased Shares, Jet will only issue the Consideration Shares from treasury to the Stockholders and that Jet is a Canadian corporation.

2.3 Jet Corporate Matters as of the Closing Date

(a) Prior to the Closing Time Jet shall

(i) complete a consolidation of the Jet Shares on the basis of one post-consolidation common share for every ten (10) pre-consolidation common shares (the “Consolidation”);

(ii) complete the Jet Share Capital Restructuring; and

(iii) complete the Continuance.

(b) the name of Jet shall be changed to “Global Crossing Airlines Ltd.”;

(c) as of the Closing Time the number of directors of Jet shall be five. The directors of Jet shall be:

Name

Edward J. Wegel

Joseph DaGrosa

John Sicilian

TBD by Global

TBD by Global

The directors shall hold office until the next annual general meeting of the shareholders of Jet following the Closing Date, or until their successors are duly appointed or elected. Subsequent directors shall be elected each year thereafter as provided for in the CBCA and the by-laws of Jet. The management and operation of the business and affairs of Jet shall be under the control of the board of directors of Jet as it is constituted from time to time.

(d) Jet shall reconstitute its senior management such that all existing officers will resign, if applicable, and the following officers will be appointed in substitution thereof, subject to Jet’s receipt of all necessary documentation or authorizations to effect such appointments:

Name	Office Held
Joseph Dagrosa	Chairman
Ed Wegel	Chief Executive Officer
Ed Wegel	Chief Financial Officer

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2.4 Global Corporate Matters as of the Closing Date

Prior to the Closing Time, Global shall take all necessary corporate action to ensure that its Stockholders hold the number of Global Common Shares as set out in Schedule “A” to this Agreement.

2.5 Jet Meeting

Subject to the terms of this Agreement:

(a) Jet agrees to convene and conduct the Jet Meeting in accordance with Jet’s constating documents and applicable Law as soon as reasonably practicable, and in any event on or before the Meeting Deadline. Jet agrees that it shall, in consultation with Global, fix and publish a record date for determining the Jet Shareholders entitled to receive notice of and vote at the Jet Meeting.

(b) Subject to Section 8.2, except as required for quorum purposes or otherwise permitted under this Agreement, Jet shall not adjourn (except as required by Law or by valid Jet Shareholder action), postpone or cancel (or propose or permit the adjournment (except as required by Law or by valid Jet Shareholder action), postponement or cancellation of) the Jet Meeting without Global’s prior written consent.

(c) Jet will advise Global as Global may reasonably request as to the aggregate tally of the proxies received by Jet in respect of the Jet Meeting.

2.6 Jet Circular

(a) As promptly as reasonably practicable following execution of this Agreement, and in any event prior to the close of business on the Mailing Deadline, Jet shall (i) prepare the Jet Circular together with any other documents required by applicable Laws, (ii) file the Jet Circular in all jurisdictions where the same is required to be filed, and (iii) mail the Jet Circular as required in accordance with all applicable Laws. On the date of mailing thereof, the Jet Circular shall comply in all material respects with all applicable Laws and shall contain sufficient detail to permit the Jet Shareholders to form a reasoned judgement concerning the matters to be placed before them at the Jet Meeting.

(b) In the event that Jet provides a notice to Global regarding a possible Acquisition Proposal pursuant to Section 8.2(c) prior to the mailing of the Jet Circular, then unless the Parties agree otherwise, the Mailing Deadline will be extended until the date that is seven days following the earlier of either (i) written notification from Jet to Global that the Board has determined that the Acquisition Proposal is not a Superior Proposal, or (ii) the date on which Global and Jet enter into an amended agreement pursuant to Subsection 8.2(f) which results in the Acquisition Proposal in question not being a Superior Proposal. In the event that the Mailing Deadline is so extended, the Meeting Deadline and the Outside Date shall be extended by the same number of days as the Mailing Deadline has been extended.

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(c) Jet shall ensure that the Jet Circular complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Jet Circular will not contain any misrepresentation (except that Jet shall not be responsible for any information relating to Global and its affiliates, including the Global Common Shares).

(d) Subject to Section 8.2, Jet shall (i) solicit proxies in favour of the resolutions approving the Transaction, and against any resolution submitted by any other Jet Shareholder, and take all other actions that are reasonably necessary or desirable to seek the Jet Shareholder Approval; (ii) have included in the Jet Circular the recommendation from its board to Jet Shareholders that they vote in favour of the resoltions approving the Transaction; (iii) not make a Jet Change in Recommendation; and (iv) include in the Jet Circular a statement that each director and executive officer of Jet intends to vote all of such Person’s Jet Shares (including any Jet Shares issued on exercise of any Jet Options or Jet RSUs) in favour of the resolutions approving the Transaction, subject to the terms of this Agreement.

(e) Global shall provide to Jet all information regarding Global, its affiliates and the Global Common Shares as required by applicable Laws for inclusion in the Jet Circular or in any amendments or supplements to such Jet Circular. Global shall also use commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Jet Circular and to the identification in the Jet Circular of each such advisor. Global shall ensure that no such information will include any misrepresentation concerning Global and the Global Common Shares.

(f) Global and its legal counsel shall be given a reasonable opportunity to review and comment on the Jet Circular prior to the Jet Circular being printed and filed with the Governmental Entities, and reasonable consideration shall be given to any comments made by Global and its counsel, provided that all information relating solely to Global, its affiliates and the Global Common Shares included in the Jet Circular shall be in form and content satisfactory to Global, acting reasonably. Jet shall provide Global with final copies of the Jet Circular prior to the mailing to the Jet Shareholders.

(g) Global and Jet shall each promptly notify each other if at any time before the Closing Date either becomes aware that the Jet Circular contains a misrepresentation, or that otherwise requires an amendment or supplement to the Jet Circular and the Parties shall co-operate in the preparation of any amendment or supplement to the Jet Circular as required or appropriate, and Jet shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Jet Circular to Jet Shareholders and, if required by the Court or applicable Laws, file the same with the Governmental Entities and as otherwise required.

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2.7 Preparation of Filings

Jet and Global shall co-operate and use their commercially reasonable efforts to take, or cause to be taken, all reasonable actions, including the preparation of any applications for Regulatory Approvals and other orders, registrations, consents, filings, rulings, exemptions, no-action letters, circulars and approvals required in connection with this Agreement and the Transaction and the preparation of any required documents, in each case as reasonably necessary to discharge their respective obligations under this Agreement, the Transaction, the Consolidation, the Continuance and to complete any of transactions contemplated by this Agreement, including their obligations under applicable Laws.

2.8 Announcement and Shareholder Communications

Jet and Global shall each publicly announce the transactions contemplated hereby promptly following the execution of this Agreement by Jet and Global, the text and timing of each Party’s announcement to be approved by the other Party in advance, acting reasonably. Jet and Global agree to co-operate in the preparation of presentations, if any, to Global Shareholders or Jet Shareholders regarding the transactions contemplated by this Agreement, and no Party shall (i) issue any news release or otherwise make public announcements with respect to this Agreement or the Transaction without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed) or (ii) make any filing with any Governmental Entity with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

2.9 Withholding Taxes

Jet and Global shall be entitled to deduct or withhold from the consideration payable or otherwise deliverable to any Person pursuant to the Transaction and from all dividends, other distributions or other amount otherwise payable to any former Global Shareholders, such Taxes or other amounts as Jet or Global is required, entitled or permitted to deduct or withhold with respect to such payment under the Tax Act, or any other provisions of any applicable Laws, in each case, as amended. To the extent that Taxes or other amounts are so deducted or withheld, such deducted or withheld Taxes or other amounts shall be treated for all purposes under this Agreement as having been paid to the Person in respect of which such deduction or withholding was made, provided that such deducted or withheld Taxes or other amounts are actually remitted to the appropriate taxing authority.

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ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF GLOBAL

3.1 Representations and Warranties

Global hereby represents and warrants to Jet as follows, and acknowledges that Jet is relying upon such representations and warranties in connection with the entering into of this Agreement:

(a) Organization and Qualification. Global is duly incorporated and validly existing under the laws of the State of Delaware and has full corporate power and authority to own its assets and conduct its business as now owned and conducted. Global is duly qualified to carry on business and is in good standing in each jurisdiction in which the character of its properties or the nature of its activities makes such qualification necessary, except where failure to do so would not reasonably be expected to have a Global Material Adverse Effect. True and complete copies of the constating documents of Global have been delivered or made available to Jet, and Global has not taken any action to amend or supersede such documents.

(b) Authority Relative to this Agreement. Global has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Global and the consummation by Global of the transactions contemplated by this Agreement have been duly authorized by the Global Board and no other corporate proceedings on the part of Global, the Global Board and the Stockholdersare necessary to authorize this Agreement. This Agreement has been duly executed and delivered by Global and constitutes a valid and binding obligation of Global, enforceable by Jet against Global in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

(c) No Conflict; Required Filings and Consent. The execution and delivery by Global of this Agreement and the performance by it of its obligations hereunder and the completion of the Transaction will not violate, conflict with or result in a breach of any provision of the constating documents of Global, and, except as would not, individually or in the aggregate, have or reasonably be expected to have a Global Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Global is a party or by which Global is bound; or (ii) any Law to which Global is subject or by which Global is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions

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or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any encumbrance, charge or Lien upon any of Global’s assets. No Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Global for the consummation by Global of its obligations in connection with the Transaction under this Agreement or for the completion of the Transaction not to cause or result in any loss of any rights or assets or any interest therein held by Global in any material assets, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Transaction.

(d) Subsidiaries. Global does not have Subsidiaries or any material interests in any Person.

(e) Compliance with Laws.

(i) The operations of Global have been and are now conducted in material compliance with all Laws of each jurisdiction, the Laws of which have been and are now applicable to the operations of Global and has not received any notice of any alleged violation of any such Laws, other than non-compliance or violations which, individually or in the aggregate, would not reasonably be expected to have a Global Material Adverse Effect.

(ii) Global is not in conflict with, or in default (including cross defaults) under or in violation of: (a) its articles or by-laws or equivalent organizational documents; or (b) any agreement or understanding to which it or by which any of its properties or assets is bound or affected, except for failures which, individually or in the aggregate, would not reasonably be expected to have a Global Material Adverse Effect.

(f) Global Authorizations. Global has obtained all Authorizations necessary for the ownership, operation, development, maintenance, or use of the material assets of Global or otherwise in connection with the material business or operations of Global as currently conducted and such Authorizations are in full force and effect. Global has fully complied with and are in compliance with all Authorizations, except, in each case, for such non-compliance which, individually or in the aggregate, would not reasonably be expected to have a Global Material Adverse Effect. There is no action, investigation or proceeding pending or, to the knowledge of Global, threatened regarding any of the Authorizations. Global has not received any notice, whether written or oral, of revocation or non-renewal of any such Authorizations, or of any intention of any Person to revoke or refuse to renew any of such Authorizations, except in each case, for revocations or non-renewals which, individually or in the aggregate, would not reasonably be expected to have a Global Material Adverse Effect and, to the knowledge of Global, all such Authorizations continue to be effective in order for Global to continue to conduct itsbusiness as currently conducted. No Person other than Global owns or has any proprietary, financial or other interest (direct or indirect) in any of the Authorizations.

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(g) Capitalization and Listing.

(i) The authorized share capital of Global consists of 1,000 Global Common Shares, par value US$0.01. Schedule “A” accurately sets out all of the Global Common Shares which are duly and validly issued and outstanding as fully-paid and non-assessable shares of Global. There are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of Global to issue or sell any shares of Global or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of Global and no Person is entitled to any pre-emptive or other similar right granted by Global.

(ii) There are no outstanding contractual obligations of Global to repurchase, redeem or otherwise acquire any Global Common Shares.

(iii) No order ceasing or suspending trading in securities of Global or prohibiting the sale of such securities has been issued and is outstanding against Global or its directors, officers or promoters.

(h) Shareholder and Similar Agreements. Global is not party to any shareholder, pooling, voting trust or other similar agreement relating to the issued and outstanding shares in the capital of Global.

(i) U.S. Securities Law Matters.

(i) There is no class of securities of Global which is registered pursuant to section 12 of the U.S. Exchange Act, nor is Global subject to any reporting obligation (whether active or suspended) pursuant to section 15(d) of the U.S. Exchange Act. Global is not, and has never been, subject to any requirement to register any class of its equity securities pursuant to section 12(g) of the U.S. Exchange Act.

(ii) Global is not an investment company registered or required to be registered under the U.S. Investment Company Act of 1940, as amended.

(iii) The Global Common Shares have not been traded on any national securities exchange in the United States during the past 12 calendar months, and will not be so traded prior to the Closing Date.

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(j) Financial Statements.

(i) The audited financial statements for Global as at and for each of the fiscal years ended on December 31, 2019 and December 31, 2018, or such other period as is agreed to by the Parties, including the notes thereto have been prepared in accordance with U.S. GAAP applied on a basis consistent with prior periods and all applicable Laws and present fairly, in all material respects, the assets, liabilities (whether accrued, absolute, contingent or otherwise), consolidated financial position and results of operations of Global as of the respective dates thereof and its results of operations and cash flows for the respective periods covered thereby (except as may be indicated expressly in the notes thereto). Except as set forth on Schedule3(j)(i) there are no outstanding loans made by Global to any executive officer or director of Global.

(ii) Neither Global nor, to Global’s knowledge, any director, officer, employee, auditor, accountant or representative of Global has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Global or its internal accounting controls, including any complaint, allegation, assertion, or claim that Global has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Global Board, or has not been disclosed to Jet.

(k) Undisclosed Liabilities. Global does not have any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, except for: (a) liabilities and obligations that are specifically presented on the audited balance sheet of Global as of December 31, 2019 (the “Global Balance Sheet”) or disclosed in the notes thereto; (b) liabilities and obligations incurred in the ordinary course of business consistent with past practice that are not and would not, individually or in the aggregate with all other liabilities and obligations of Global (other than those disclosed on the Global Balance Sheet and/or in the notes to the Global financial statements), reasonably be expected to have a Global Material Adverse Effect, or have a Global Material Adverse Effect, or, as a consequence of the consummation of the Transaction, have or reasonably be expected to have a Global Material Adverse Effect; or (c) liabilities and obligations disclosed in Schedule “B”. Without limiting the foregoing, the Global Balance Sheet reflects reasonable reserves in accordance with U.S. GAAP for contingent liabilities of Global.

(l) Operational Matters. Except as would not, individually or in the aggregate, reasonably be expected to result in a Global Material Adverse Effect:

(i) all payments and obligations due and payable, or performable, as the case may be, on or prior to the date hereof under, with respect to, or on account of, any direct or indirect assets of Global have been: (A) duly paid; (B) duly performed; or (C) provided for prior to the date hereof; and

(ii) all costs, expenses, and liabilities payable on or prior to the date hereof under the terms of any contracts and agreements to which Global is directly or indirectly bound have been properly and timely paid, except for such expenses that are being currently paid prior to delinquency in the ordinary course of business.

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(m) Employment Matters.

(i) Global has not entered into any written or oral agreement or understanding providing for severance or termination payments to any director, officer or employee in connection with the termination of their position or their employment as a direct result of the transactions contemplated by this Agreement.

(ii) Global is not: (i) a party to any collective bargaining agreement, or (ii) subject to any application for certification or, to the knowledge of Global, threatened or apparent union-organizing campaigns for employees not covered under a collective bargaining agreement. To the knowledge of Global, no fact or event exists that is likely to give rise to a change in the representation in this Subsection 3.1(m) on or before the Closing Date.

(iii) Global is not subject to any claim for wrongful dismissal, constructive dismissal or any other tort claim, actual or, to the knowledge of Global, threatened, or any litigation actual, or to the knowledge of Global, threatened, relating to employment or termination of employment of employees or independent contractors, except for such claims or litigation which individually or in the aggregate would not be reasonably be expected to have a Global Material Adverse Effect. To the knowledge of Global, no labour strike, lock-out, slowdown or work stoppage is pending or threatened against or directly affecting Global, except as would not reasonably be expected to have a Global Material Adverse Effect.

(iv) Global has operated in accordance with all applicable Laws with respect to employment and labour, including employment and labour standards, occupational health and safety, employment equity, pay equity, workers’ compensation, human rights, labour relations and privacy and there are no current, pending, or to the knowledge of Global, threatened proceedings before any board or tribunal with respect to any of the areas listed herein, except where the failure to so operate would not have a Global Material Adverse Effect.

(n) Absence of Certain Changes or Events. Since December 31, 2019:

(i) Global has conducted its businesses only in the ordinary course of business and consistent with past practice;

(ii) no liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had or would reasonably be likely to have a Global Material Adverse Effect has been incurred;

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(iii) there has not been any event, circumstance or occurrence which has had or would reasonably be likely to give rise to a Global Material Adverse Effect;

(iv) there has not been any change in the accounting practices used by Global, except as disclosed in the audited financial statements of Global;

(v) except for ordinary course adjustments to non-executive employees, there has not been any increase in the salary, bonus, or other remuneration payable to any non-executive employees of any of Global;

(vi) there has not been any entering into, or an amendment of, any material Contract other than in the ordinary course of business consistent with past practice;

(vii) there has not been any satisfaction or settlement of any material claims or material liabilities that were not reflected in Global’s audited financial statements, other than the settlement of claims or liabilities incurred in the ordinary course of business consistent with past practice; and

(viii) except for ordinary course adjustments, there has not been any increase in the salary, bonus, or other remuneration payable to any officers or senior or executive officers of Global.

(o) Litigation. Other than as disclosed to Jet in writing, there is no claim, action, proceeding or investigation pending or, to the knowledge of Global, threatened against or relating to Global, the business of Global or affecting any of their properties, assets, before or by any Governmental Entity which, if adversely determined, would have, or reasonably could be expected to have, a Global Material Adverse Effect or prevent or materially delay the consummation of the Transaction, nor to knowledge of Global are there any events or circumstances which could reasonably be expected to give rise to any such claim, action, proceeding or investigation (provided that the representation in this Subsection 3.1(o) shall not apply to claims, actions, proceedings, or investigations which may arise after the date of this Agreement which do not have a reasonable prospect of succeeding or, if successful, would not give rise to, nor reasonably be expected to give rise to, a Global Material Adverse Effect). Global is not subject to any outstanding order, writ, injunction or decree which has had or is reasonably likely to have a Global Material Adverse Effect or which would prevent or materially delay consummation of the transactions contemplated by this Agreement.

(p) Taxes.

(i) Global has duly and in a timely manner made or prepared all Tax Returns required to be made or prepared by it in accordance with applicable Law, and duly and in a timely manner filed all material Tax Returns required to be filed by it with the appropriate Governmental Entity, such Tax Returns

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were complete and correct in all material respects and Global have paid all material Taxes, including instalments on account of Taxes for the current year required by applicable Law, which are due and payable by it whether or not assessed by the appropriate Governmental Entity, other than Taxes which are being contested in good faith through appropriate proceedings.

(ii) Global has made adequate provisions or reserves in accordance with U.S. GAAP in the most recently published financial statements of Global for any Taxes of Global for the period covered by such financial statements that have not been paid whether or not shown as being due on any material Tax Returns. Since such publication date, no material liability in respect of Taxes not reflected in such statements or otherwise provided for has been assessed, proposed to be assessed, incurred or accrued, other than in the ordinary course of business.

(iii) Global has duly and timely withheld all material Taxes and other amounts required by applicable Law to be withheld by it (including Taxes and other amounts required to be withheld by it in respect of any amount paid or credited or deemed to be paid or credited by it to or for the benefit of any Person) and has duly and timely remitted to the appropriate Governmental Entity such Taxes or other amounts required by applicable Law to be remitted by it.

(iv) Global has duly and timely collected all material amounts on account of any sales, use or transfer Taxes, including sales, federal, state and local taxes, required by applicable Law to be collected by it and has duly and timely remitted to the appropriate Governmental Entity such amounts required by applicable Law to be remitted by it and has duly and timely paid any and all material sales, use or transfer Taxes required to be paid or self-assessed by it pursuant to applicable Laws and has claimed eligible exemptions, refunds and input Tax credits in respect thereof in all material respects in accordance with applicable Laws.

(v) Global has not made, prepared and/or filed any elections, designations or similar filings relating to Taxes or entered into any agreement or other arrangement in respect of Taxes or Tax Returns that has effect for any period ending after the Closing Date.

(vi) there are no proceedings, investigations, audits or Claims now pending or, to the knowledge of Global, threatened against Global in respect of any Taxes and there are no matters under discussion, audit or appeal with any Governmental Entity relating to Taxes.

(vii) Global has not acquired property from a non-arm’s length Person, within the meaning of the Tax Act: (i) for consideration the value of which is less than the fair market value of the property; or (ii) as a contribution of capital for which no shares were issued by the acquirer of the property.

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(viii) Global has made available to Jet copies of all Tax Returns for the taxation year ended December 31, 2018, and all assessments or reassessments, correspondence related to any assessment or reassessment, requests for Tax rulings, Tax rulings issued by any Governmental Entity, and correspondence related to any audit or proposed audit of Global, to the extent relating to periods or events in respect of which any Governmental Entity may in accordance with applicable Law assess or otherwise impose any Taxes on Global.

(ix) For the purposes of the Tax Act and any other relevant Tax purposes Global is resident in the United States.

(x) No claim has been made by any Government Entity in a jurisdiction where Global does not file Tax Returns that Global is or maybe subject to tax in that jurisdiction.

(xi) There are no Liens for Taxes upon any properties or assets of Global (other than Liens relating to Taxes not yet due and payable or for Taxes which are being contested in good faith through appropriate proceedings and for which adequate provisions or reserves have been recorded on the most recent balance sheet included in Global’s audited financial statements).

(q) Books and Records. The corporate records and minute books of Global have been maintained in accordance with all applicable Laws, and the minute books of Global as provided to Jet are complete and accurate in all material respects. The corporate minute books for Global contain minutes of all meetings and resolutions of the directors and stockholders held and all director and stockholder actions taken by consent in lieu of a meeting. The financial books and records and accounts of Global in all material respects: (a) have been maintained in accordance with good business practices and in accordance with U.S. GAAP, on a basis consistent with prior years; and (b) are stated in reasonable detail, during the period of time when owned by Global, accurately and fairly reflect the transactions and dispositions of assets of Global.

(r) Insurance.

(i) Global has in place reasonable and prudent insurance policies appropriate for its size, nature and stage of development. All premiums payable prior to the date hereof under such policies of insurance have been paid and Global has not failed to make a claim thereunder on a timely basis.

(ii) Each of such policies and other forms of insurance is in full force and effect on the date hereof and Global will use reasonable commercial efforts to keep them in full force and effect or renew them as appropriate through the Closing Date. No written (or to the knowledge of Global other) notice of cancellation or termination has been received by Global with respect to any such policy.

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(s) Non-Arm’s Length Transactions. Except for agreements for employment, consulting or employment compensation agreements entered into in the ordinary course of business, there are no current contracts, commitments, agreements, arrangements or other transactions (including relating to indebtedness by Global) between Global on the one hand, and any (a) officer or director of Global, (b) any holder of record or, to the knowledge of Global, beneficial owner of five percent or more of the voting securities of Global, or (c) any affiliate or associate of any officer, director or beneficial owner, on the other hand.

(t) Restrictions on Business Activities. There is no agreement, judgement, injunction, order or decree binding upon Global that has or could reasonably be expected to have the effect of prohibiting, restricting or materially impairing any business practice of Global, any acquisition of property by Global or the conduct of business by Global as currently conducted (including following the transaction contemplated by this Agreement) other than such agreements, judgements, injunctions, orders or decrees which would not, individually or in the aggregate, reasonably be expected to have a Global Material Adverse Effect.

(u) Material Contracts. Global has performed in all material respects all respective obligations required to be performed by them to date under any material Contracts. Global is not in breach or default under any material contract to which it is a party or bound, nor does Global have knowledge of any condition that with the passage of time or the giving of notice or both would result in such a breach or default, except in each case where any such breaches or defaults would not, individually or in the aggregate, reasonably be expected to result in, a Global Material Adverse Effect. Global does not know of, or has not received written notice of, any breach or default under (nor, to the knowledge of Global, does there exist any condition which with the passage of time or the giving of notice or both would result in such a breach or default under) any such material contract by any other party thereto except where any such violation or default would not, individually or in the aggregate, reasonably be expected to result in a Global Material Adverse Effect. Prior to the date hereof, Global has made available to Jet true and complete copies of all of the material contracts of Global. All material contracts are legal, valid, binding and in full force and effect and are enforceable by Global in accordance with their respective terms (subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity) and are the product of fair and arms’ length negotiations between the parties thereto.

(v) Brokers. None of Global, or any of its respective officers, directors or employees has employed any broker or finder or incurred any liability for any brokerage fees, commissions or finder’s fees in connection with the ransactions contemplated by this Agreement.

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(w) Reporting Issuer Status. As of the date hereof, Global is not a reporting issuer in any province or territory of Canada.

(x) Money Laundering Laws. The operations of Global are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court of governmental authority or any arbitrator nonGovernmental Entity involving Global with respect to the Money Laundering Laws is pending or, to the knowledge of Global threatened.

(y) Corrupt Practices Legislation. Neither Global, nor any of its officers, directors or employees acting on behalf of Global has taken, committed to take or been alleged to have taken any action which would cause Global or any of its affiliates to be in violation of the United States’ Foreign Corrupt Practices Act (and the regulations promulgated thereunder), the Corruption of Foreign Public Officials Act (Canada) (and the regulations promulgated thereunder) or any applicable Law, and to the knowledge of Global no such action has been taken by any of its agents, representatives or other Persons acting on behalf of Global or any of its affiliates.

3.2 Survival of Representations and Warranties

The representations and warranties of Global contained in this Agreement shall not survive the completion of the Transaction and shall expire and be terminated on the earlier of the Closing Time and the date on which this Agreement is terminated in accordance with its terms.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF JET

4.1 Representations and Warranties

Jet hereby represents and warrants to Global and the Stockholders as follows, and acknowledges that Global and the Stockholders are each relying upon such representations and warranties in connection with the entering into of this Agreement:

(a) Organization and Qualification. Jet and each of its Subsidiaries are duly incorporated and validly existing under their respective laws of incorporation and each has full corporate power and authority to own its assets and conduct its business as now owned and conducted. Each of Jet and its Subsidiaries is duly qualified to carry on business and is in good standing in each jurisdiction in which the character of its properties or the nature of its activities makes such qualification necessary. True and complete copies of the constating documents of Jet and each of its Subsidiaries have been delivered or made available to Global, and Jet has not taken any action to amend or supersede such documents.

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(b) Authority Relative to this Agreement. Jet has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Jet and the consummation by Jet of the transactions contemplated by this Agreement have been duly authorized by the board of directors of Jet and no other corporate proceedings on the part of Jet are necessary to authorize this Agreement, other than Jet Shareholder Approval. This Agreement has been duly executed and delivered by Jet and constitutes a valid and binding obligation of Jet, enforceable by Global against Jet in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

(c) No Conflict; Required Filings and Consent. The execution and delivery by Jet of this Agreement and the performance by it of its obligations hereunder and the Consolidation, Continuance and the Transaction will not violate, conflict with or result in a breach of any provision of the constating documents of Jet, and except as would not, individually or in the aggregate, have or reasonably be expected to have a Jet Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Jet or by which is bound; or (ii) any Law to which Jet or any is subject or by which Jet is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any encumbrance, charge or Lien upon any of Jet’s assets. Other than Jet Shareholder Approval and conditional approval of the TSXV in respect of the Reverse Takeover, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Jet for the consummation by Jet of its obligations in connection with the Transaction under this Agreement or for the completion of the Transaction not to cause or result in any loss of any rights or assets or any interest therein held by Jet in any material properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the transactions contemplated by this Agreement.

(d) Subsidiaries. Schedule “B” sets out all of the Subsidiaries of Jet. Other than the Subsidiaries, Jet does not beneficially hold any securities or other interests, or securities convertible or exchangeable into securities or other interests, of any other person. All of the issued and outstanding securities of each of the Subsidiaries are duly authorized, validly issued, fully paid and non-assessable and all such securities are owned, directly or indirectly by Jet, free and clear of all liens and are not subject to any proxy, voting trust or other agreement relating to

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the voting of such securities, and there are no outstanding options, rights, entitlements, understandings or commitments regarding the right to acquire any such securities or assets of the Subsidiaries. Schedule “B” accurately sets out the following information with respect to each Subsidiary: (i) its name; (ii) the number, type and principal amount, as applicable, of its outstanding equity securities or other equity interests and a list of registered holders of capital stock or other equity interests; and (iii) its jurisdiction of incorporation, organization or formation.

(e) Compliance with Laws.

(i) The operations of Jet and each of its Subsidiaires has been and are now conducted in compliance with all Laws of each jurisdiction, the Laws of which have been and are now applicable to the operations of Jet and its Subsidiares and Jet has not received any notice of any alleged violation of any such Laws, other than non-compliance or violations which, individually or in the aggregate, would not have a Jet Material Adverse Effect.

(ii) Each of Jet and its Subsidiaries are not in conflict with, or in default (including cross defaults) under or in violation of: (a) its notice of articles, articles or equivalent organizational documents; or (b) any agreement or understanding to which it or by which any of its properties or assets is bound or affected, except for failures which, individually or in the aggregate, would not have a Jet Material Adverse Effect.

(f) Jet Authorizations. Jet has obtained all Authorizations necessary for the ownership, operation, development, maintenance, or use of the material assets of Jet and its Subsidiaries or otherwise in connection with the material business or operations of Jet and such Authorizations are in full force and effect. Jet and its Subsidiaries have fully complied with and is in compliance with all Authorizations, except, in each case, for such non-compliance which, individually or in the aggregate, would not have a Jet Material Adverse Effect. There is no action, investigation or proceeding pending or, to the knowledge of Jet, threatened regarding any of the Authorizations. Jet has not received any notice, whether written or oral, of revocation or non-renewal of any such Authorizations, or of any intention of any Person to revoke or refuse to renew any of such Authorizations, except in each case, for revocations or non-renewals which, individually or in the aggregate, would not have a Jet Material Adverse Effect and, to the knowledge of Jet, all such Authorizations continue to be effective in order for Jet to continue to conduct their respective businesses as they are currently being conducted. No Person other than Jet or a Subsidiary thereof owns or has any proprietary, financial or other interest (direct or indirect) in any of the Authorizations.

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(g) Capitalization and Listing.

(i) The authorized share capital of Jet consists of an unlimited number of Jet Shares. As at the date of this Agreement there are: (A) 84,810,432 Jet Shares validly issued and outstanding as fully-paid and non-assessable shares of Jet; and (B) 5,195,000 outstanding options providing for the issuance of 5,195,000 Jet Shares upon the exercise thereof; and (C) 120,000 outstanding Jet RSUs providing for the issuance 120,000 Jet Shares upon the exercise thereof. Except for the securities referred to in this Section 4.1(g)(i) and as set out in Schedule “B”, there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of Jet to issue or sell any shares of Jet or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of Jet and no Person is entitled to any preemptive or other similar right granted by Jet. Jet Shares are listed on the TSXV and the OTCQB, and are not listed or quoted on any market other than the TSXV and OTCQB.

(ii) All Jet Shares that may be issued pursuant to the exercise of outstanding Jet Options and Jet RSUs will, when issued in accordance with the terms of such securities, as the case may be, be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to or issued in violation of, any pre-emptive rights.

(iii) There are no outstanding contractual obligations of Jet to repurchase, redeem or otherwise acquire any Jet Shares.

(iv) No order ceasing or suspending trading in securities of Jet or prohibiting the sale of such securities has been issued and is outstanding against Jet or, its directors, officers or promoters.

(h) Shareholder and Similar Agreements. Jet is not party to any shareholder, pooling, voting trust or other similar agreement relating to the issued and outstanding shares in the capital of Jet.

(i) U.S. Securities Law Matters.

(i) Jet is a “foreign private issuer” as defined in Rule 3b-4 under the U.S. Exchange Act.

(ii) The Jet Shares are not registered pursuant to section 12 of the U.S. Exchange Act and Jet is not subject to reporting obligations pursuant to section 15(d) of the U.S. Exchange Act.

(iii) Jet is not an investment company registered or required to be registered under the U.S. Investment Company Act of 1940, as amended.

(iv) The Jet Shares have not been traded on any national securities exchange in the United States during the past 12 calendar months, and will not be so traded prior to the Closing Date.

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(j) Reports. Jet has filed with all applicable Governmental Entities true and complete copies of Jet Public Documents that Jet is required to file therewith. Jet Public Documents at the time filed: (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (i) complied in all material respects with the requirements of applicable Securities Laws. Jet has not filed any confidential material change report with any Governmental Entity which at the date hereof remains confidential.

(k) Financial Statements.

(i) The interim consolidated financial statements for Jet for the period ended September 30, 2019 including the notes thereto have been, and all financial statements of Jet which are publicly disseminated by Jet in respect of any subsequent periods prior to the Closing Date will be, prepared in accordance with IFRS applied on a basis consistent with prior periods and all applicable Laws and present fairly, in all material respects, the assets, liabilities (whether accrued, absolute, contingent or otherwise), consolidated financial position of Jet as of the respective dates thereof and its results of operations and cash flows for the respective periods covered thereby (except as may be indicated expressly in the notes thereto). There are no outstanding loans made by Jet to any executive officer or director of Jet.

(ii) The management of Jet has established and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Jet in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws imposed by Governmental Entities is recorded, processed, summarized and reported within the time periods specified in such Laws imposed by such Governmental Entities. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Jet in its annual filings, interim filings or other reports filed or submitted under the applicable Laws imposed by Governmental Entities is accumulated and communicated to Jet’s management, including its chief executive officer and chief financial officer (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure.

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(iii) Jet maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS and includes policies and procedures that: (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of Jet are being made only with Authorizations of management and directors of Jet, as applicable; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the assets of Jet that could have a material effect on its financial statements. To the knowledge of Jet, as of the date of this Agreement: (x) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Jet that are reasonably likely to adversely affect the ability of Jet to record, process, summarize and report financial information; and (y) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Jet.

(iv) Neither Jet nor, to Jet’s knowledge, any director, officer, employee, auditor, accountant or representative of Jet has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Jet or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Jet has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Board, or has not been disclosed to Global.

(l) Undisclosed Liabilities. Jet does not have any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, except for: (a) liabilities and obligations that are specifically presented on the unaudited balance sheet of Jet as of September 30, 2019 (the “Jet Balance Sheet”) or disclosed in the notes thereto; or (b) liabilities and obligations incurred in the ordinary course of business consistent with past practice since September 30, 2019, that are not and would not, individually or in the aggregate with all other liabilities and obligations of Jet (other than those disclosed on the Jet Balance Sheet and/or the notes to the Jet financial statements), reasonably be expected to have a Jet Material Adverse Effect, or have a Jet Material Adverse Effect, or, as a consequence of the consummation of the Transaction, have a Jet Material Adverse Effect. Without limiting the foregoing, the Jet Balance Sheet reflects reasonable reserves in accordance with IFRS for contingent liabilities of Jet.

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(m) Operational Matters. Except as would not, individually or in the aggregate, be reasonably expected to result in a Jet Material Adverse Effect:

(i) all rentals, payments and obligations due and payable, or performable, as the case may be, on or prior to the date hereof under, with respect to, or on account of, any direct or indirect assets of Jet and its material joint ventures, have been: (A) duly paid; (B) duly performed; or (C) provided for prior for the date hereof; and

(ii) all costs, expenses, and liabilities payable on or prior to the date hereof under the terms of any contracts and agreements to which Jet is directly or indirectly bound have been properly and timely paid, except for such expenses that are being currently paid prior to delinquency in the ordinary course of business.

(n) Employment Matters.

(i) Jet is not (A) a party to any collective bargaining agreement, or (B) subject to any application for certification or, to the knowledge of Jet, threatened or apparent union-organizing campaigns for employees not covered under a collective bargaining agreement. To the knowledge of Jet, no fact or event exists that is likely to give rise to a change in the representation in this Subsection 4.1(n) on or before the Closing Date.

(ii) Jet is not subject to any claim for wrongful dismissal, constructive dismissal or any other tort claim, actual or, to the knowledge of Jet, threatened, or any litigation actual, or to the knowledge of Jet, threatened, relating to employment or termination of employment of employees or independent contractors, except for such claims or litigation which individually or in the aggregate would not be reasonably expected to have a Jet Material Adverse Effect. To the knowledge of Jet, no labour strike, lock-out, slowdown or work stoppage is pending or threatened against or directly affecting Jet, except as would not be reasonably be expected to have a Jet Material Adverse Effect.

(iii) Jet has operated in accordance with all applicable Laws with respect to employment and labour, including employment and labour standards, occupational health and safety, employment equity, pay equity, workers’ compensation, human rights, labour relations and privacy and there are no current, pending, or to the knowledge of Jet, threatened proceedings before any board or tribunal with respect to any of the areas listed herein, except where the failure to so operate would not have a Jet Material Adverse Effect.

(iv) Jet has not entered into any written or oral agreement or understanding providing for severance or termination payments to any director, officer or employee in connection with the termination of their position or their employment as a direct result of the transactions contemplated by the Agreement.

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(o) Absence of Certain Changes or Events. Since September 30, 2019:

(i) Jet has conducted its business only in the ordinary course of business and consistent with past practice;

(ii) no liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had or is reasonably likely to have a Jet Material Adverse Effect has been incurred;

(iii) there has not been any event, circumstance or occurrence which has had or is reasonably likely to give rise to a Jet Material Adverse Effect;

(iv) there has not been any change in the accounting practices used by Jet, except as disclosed in the Jet Public Documents;

(v) except for ordinary course adjustments to non-executive employees, there has not been any increase in the salary, bonus, or other remuneration payable to any non-executive employees of Jet.

(vi) there has not been any redemption, repurchase or other acquisition of Jet Shares by Jet, or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, shares or property) with respect to the Jet Shares;

(vii) there has not been any entering into, or an amendment of, any material Contract other than in the ordinary course of business consistent with past practice;

(viii) there has not been any satisfaction or settlement of any material claims or material liabilities that were not reflected in Jet’s financial statements, other than the settlement of claims or liabilities incurred in the ordinary course of business consistent with past practice; and

(ix) except for ordinary course adjustments, there has not been any increase in the salary, bonus, or other remuneration payable to any officers or senior or executive officers of Jet.

(p) Litigation. Except as disclosed in Schedule “B” there is no claim, action, proceeding or investigation pending or, to the knowledge of Jet, threatened against or relating to Jet, the business of Jet or affecting any of its properties, assets, before or by any Governmental Entity which, if adversely determined, would have, or reasonably could be expected to have, a Jet Material Adverse Effect or prevent or materially delay the consummation of the Transaction, nor to knowledge of Jet are there any events or circumstances which could reasonably be expected to give rise to any such claim, action, proceeding or investigation (provided that the representation in this Section 4.1(p) shall not apply to claims, actions, proceedings, or investigations which may arise after the date of this Agreement which do not have a reasonable prospect of succeeding or, if

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successful, would not give rise to, nor reasonably be expected to give rise to, a Jet Material Adverse Effect). Jet is not subject to any outstanding order, writ, injunction or decree which has had or is reasonably likely to have a Jet Material Adverse Effect or which would prevent or materially delay consummation of the transactions contemplated by this Agreement.

(q) Taxes.

(i) Jet has duly and in a timely manner made or prepared all Tax Returns required to be made or prepared by it in accordance with applicable Law, and duly and in a timely manner filed all material Tax Returns required to be filed by it with the appropriate Governmental Entity, such Tax Returns were complete and correct in all material respects and Jet has paid all material Taxes, including instalments on account of Taxes for the current year required by applicable Law, which are due and payable by it whether or not assessed by the appropriate Governmental Entity, other than Taxes which are being contested in good faith through appropriate proceedings.

(ii) Jet has made adequate provisions or reserves in accordance with IFRS in the most recently published financial statements of Jet for any Taxes of Jet for the period covered by such financial statements that have not been paid whether or not shown as being due on any material Tax Returns. Since such publication date, no material liability in respect of Taxes not reflected in such statements or otherwise provided for has been assessed, proposed to be assessed, incurred or accrued, other than in the ordinary course of business.

(iii) Jet has duly and timely withheld all material Taxes and other amounts required by applicable Law to be withheld by it (including Taxes and other amounts required to be withheld by it in respect of any amount paid or credited or deemed to be paid or credited by it to or for the benefit of any Person) and has duly and timely remitted to the appropriate Governmental Entity such Taxes or other amounts required by applicable Law to be remitted by it.

(iv) Jet has duly and timely collected all material amounts on account of any sales, use or transfer Taxes, including goods and services, harmonized sales, provincial and territorial taxes and state and local taxes, required by applicable Law to be collected by it and has duly and timely remitted to the appropriate Governmental Entity such amounts required by applicable Law to be remitted by it and has duly and timely paid any and all material sales, use or transfer Taxes required to be paid or self-assessed by it pursuant to applicable Laws and has claimed eligible exemptions, refunds and input Tax credits in respect thereof in all material respects in accordance with applicable Laws.

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(v) Jet has not made, prepared and/or filed any elections, designations or similar filings relating to Taxes or entered into any agreement or other arrangement in respect of Taxes or Tax Returns that has effect for any period ending after the Closing Date.

(vi) There are no proceedings, investigations, audits or Claims now pending or, to the knowledge of Jet, threatened against Jet in respect of any Taxes and there are no matters under discussion, audit or appeal with any Governmental Entity relating to Taxes.

(vii) Jet has not acquired property from a non-arm’s length Person, within the meaning of the Tax Act: (i) for consideration the value of which is less than the fair market value of the property; or (ii) as a contribution of capital for which no shares were issued by the acquirer of the property.

(viii) Jet has made available to Global copies of all Tax Returns for the taxation year ended December 31, 2018 and all assessments or reassessments, correspondence related to any assessment or reassessment, requests for Tax rulings, Tax rulings issued by any Governmental Entity, and correspondence related to any audit or proposed audit of Jet, to the extent relating to periods or events in respect of which any Governmental Entity may in accordance with applicable Law assess or otherwise impose any Taxes on Jet.

(ix) For the purposes of the Tax Act and any other relevant Tax purposes Jet is resident in Canada.

(x) No claim has been made by any Government Entity in a jurisdiction where Jet does not file Tax Returns that Jet is or maybe subject to tax in that jurisdiction.

(xi) There are no Liens for Taxes upon any properties or assets of Jet (other than Liens relating to Taxes not yet due and payable or for Taxes which are being contested in good faith through appropriate proceedings and for which adequate provisions or reserves have been recorded on the most recent balance sheet included in Jet’s audited financial statements).

(r) Books and Records. The corporate records and minute books of Jet have been maintained in accordance with all applicable Laws, and the minute books of Jet as provided to Global are complete and accurate in all material respects. The corporate minute books for Jet contain minutes of all meetings and resolutions of the directors and securityholders held. The financial books and records and accounts of Jet in all material respects: (a) have been maintained in accordance with good business practices and in accordance with IFRS and with the accounting principles generally accepted in the country of domicile of each such entity, on a basis consistent with prior years; and (b) are stated in reasonable detail and accurately and fairly reflect the transactions and dispositions of assets of Jet.

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(s) Insurance.

(i) Jet has in place reasonable and prudent insurance policies appropriate for its size, nature and stage of development. All premiums payable prior to the date hereof under such policies of insurance have been paid and Jet has not failed to make a claim thereunder on a timely basis.

(ii) Each of such policies and other forms of insurance is in full force and effect on the date hereof and Jet will use reasonable commercial efforts to keep them in full force and effect or renew them as appropriate through the Closing Date. No written (or to the knowledge of Jet other) notice of cancellation or termination has been received by Jet with respect to any such policy.

(t) Non-Arm’s Length Transactions. Other than employment, consulting or employment compensation agreements entered into in the ordinary course of business, there are no material current contracts, commitments, agreements, arrangements or other transactions (including relating to indebtedness by Jet) between Jet on the one hand, and any (i) officer or director of Jet, (ii) any holder of record or, to the knowledge of Jet, beneficial owner of five percent or more of the voting securities of Jet, or (iii) any affiliate or associate of any officer, director or beneficial owner, on the other hand.

(u) Benefit Plans. Each Jet Benefit Plan has been operated in accordance with its terms and any contributions required to be made under each Jet Benefit Plan, as of the date hereof, have been timely made.

(v) Restrictions on Business Activities. There is no agreement, judgement, injunction, order or decree binding upon Jet that has or could reasonably be expected to have the effect of prohibiting, restricting or materially impairing any business practice of Jet, any acquisition of property by Jet or the conduct of business by Jet as currently conducted (including following the transaction contemplated by this Agreement) other than such agreements, judgements, injunctions, orders or decrees which would not, individually or in the aggregate, reasonably be expected to have a Jet Material Adverse Effect.

(w) Material Contracts. Jet has performed in all material respects all respective obligations required to be performed by them to date under any material contracts. Jet is not in breach or default under any material contract to which it is a party or bound, nor does Jet have knowledge of any condition that with the passage of time or the giving of notice or both would result in such a breach or default, except in each case where any such breaches or defaults would not, individually or in the aggregate, reasonably be expected to result in, or result in, a Jet Material Adverse Effect. Jet does not know of, or has received written notice of, any

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breach or default under (nor, to the knowledge of Jet, does there exist any condition which with the passage of time or the giving of notice or both would result in such a breach or default under) any such material contract by any other party thereto except where any such violation or default would not, individually or in the aggregate, reasonably be expected to result in, or result in, a Jet Material Adverse Effect. Prior to the date hereof, Jet has made available to Global true and complete copies of all of the material contracts of Jet. All material contracts are legal, valid, binding and in full force and effect and are enforceable by Jet in accordance with their respective terms (subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity) and are the product of fair and arms’ length negotiations between the parties thereto.

(x) Brokers. None of Jet or, to its knowledge, any of the officers, directors or employees of Jet has employed any broker or finder or incurred any liability for any brokerage fees, commissions or finder’s fees in connection with the transactions contemplated by this Agreement.

(y) Reporting Issuer Status. As of the date hereof, Jet is a reporting issuer not in default (or the equivalent) under the Securities Laws of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland, North West Territories, and Yukon.

(z) Stock Exchange Compliance. Jet is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the TSXV and the OTCQB.

(aa) Money Laundering Laws. The operations of Jet and its Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of Money Laundering Laws and no action, suit or proceeding by or before any court of governmental authority or any arbitrator non-Governmental Entity involving Jet or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of Jet threatened.

(bb) Corrupt Practices Legislation. Neither Jet and its affiliates, nor any of their respective officers, directors or employees acting on behalf of Jet or its affiliates has taken, committed to take or been alleged to have taken any action which would cause Jet or its affiliates to be in violation of the United States’ Foreign Corrupt Practices Act (and the regulations promulgated thereunder), the Corruption of Foreign Public Officials Act (Canada) (and the regulations promulgated thereunder) or any applicable Law of similar effect of another jurisdiction, and to the knowledge of Jet, no such action has been taken by any of its agents, representatives or other Persons acting on behalf of Jet or its affiliates.

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4.2 Survival of Representations and Warranties

The representations and warranties of Jet contained in this Agreement shall not survive the completion of the Transaction and shall expire and be terminated on the earlier of the Closing Time and the date on which this Agreement is terminated in accordance with its terms.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS

5.1 Representations and Warranties

Each of the Stockholders hereby severally represents and warrants to Jet as follows, and acknowledges that Jet is relying upon such representations and warranties in connection with the entering into of this Agreement:

(a) neither the execution and delivery of this Agreement, or any other agreements and instruments executed in connection with the Transaction by such Stockholder nor the performance by such Stockholder of its obligations thereunder will conflict with or result in:

(i) a violation, contravention or breach by such Stockholder of any of the terms, conditions or provisions of any agreement or instrument to which such Stockholder is a party, or by which such Stockholder is bound or constitute a default by such Stockholder thereunder, or, to the knowledge of such Stockholder, after due inquiry, under any statute, regulation, judgment, decree or law by which such Stockholder is subject or bound, or result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the Purchased Shares; or

(ii) a violation by such Stockholder of any law or regulation or any applicable order of any court, arbitrator or governmental authority having jurisdiction over such Stockholder, or require such Stockholder, prior to the Closing or as a condition precedent thereof, to make any governmental or regulatory filings, obtain any consent, authorization, approval, clearance or other action by any Person, or await the expiration of any applicable waiting period;

(b) no Person has any agreement or option or any right or privilege (whether preemptive or contractual) capable of becoming an agreement or option for the purchase from such Stockholder of any of the Purchased Shares;

(c) such Stockholder has all necessary power, authority and capacity to enter into this Agreement, and all other agreements and instruments to be executed by it as contemplated by this Agreement and to carry out its obligations under this Agreement, and such other agreements and instruments;

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(d) the execution and delivery of this Agreement, and such other agreements and instruments and the consummation of the Transaction have been duly authorized by all necessary corporate action on the part of such Stockholder as may be required;

(e) this Agreement constitutes a valid and binding obligation of such Stockholder enforceable against such Stockholder in accordance with its terms subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought;

(f) such Stockholder is the registered and beneficial owner of its Purchased Shares as set forth in Schedule “A” hereto and has good and valid title thereto free and clear of any Encumbrances;

(g) such Stockholder has the exclusive right and full power to transfer its Purchased Shares to Jet as contemplated herein free and clear of any Encumbrances;

(h) there is not pending or, to the knowledge of such Stockholder, after due inquiry, threatened or contemplated, any suit, action, legal proceeding, litigation or governmental investigation of any sort which would:

(i) in any manner restrain or prevent such Stockholder from effectually or legally transferring its Purchased Shares to Jet in accordance with this Agreement;

(ii) cause any Encumbrance to be attached to its Purchased Shares;

(iii) divest title to its Purchased Shares; or

(iv) make Jet or Global liable for damages in connection with the Transaction;

(i) to the knowledge of such Stockholder, after due inquiry, there is not pending, threatened or contemplated, any suit, action, legal proceeding, litigation or governmental investigation of any sort relating to such Stockholder, his, her or its Purchased Shares or the Transaction, nor is there any present state of facts or circumstances which can be reasonably anticipated to be a basis for any such suit, action, legal proceeding, litigation or governmental investigation nor is there presently outstanding against such Stockholder, any judgment, decree, injunction, rule or order of any court, governmental department, commission, agency, instrumentality, or arbitrator;

(j) such Stockholder has not entered into any agreement that would entitle any person to any valid claim against Jet for a broker’s commission, finder’s fee, or any like payment in respect of the purchase and sale of the Purchased Shares or any other matters contemplated by this Agreement, and in the event that any Person acting

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or purporting to act for such Stockholder establishes a claim for any fee from Jet, such Stockholder severally covenants to indemnify and hold harmless Jet with respect thereto and with respect to all costs reasonably incurred in the defence thereof; and

(k) none of the foregoing representations and warranties knowingly contains any untrue statement of material fact or knowingly omits to state any material fact necessary to make any such covenant, warranty or representation not misleading to a prospective purchaser seeking full information as to the Purchased Shares.

5.2 Survival of Representations and Warranties

The representations and warranties of the Stockholders contained in this Agreement shall survive the completion of the Transaction for a period of two years or the date on which this Agreement is terminated in accordance with its terms.

ARTICLE 6

COVENANTS

6.1 Covenants of Global Regarding the Conduct of Business

Global covenants and agrees that prior to the Closing Date, unless Jet shall otherwise agree in writing or as otherwise expressly contemplated or permitted by this Agreement:

(a) Global shall conduct its business only in, not take any action except in, and maintain its facilities, in the ordinary course of business and to use commercially reasonable efforts to preserve intact its and their present business organization and goodwill, to preserve intact Global, to keep available the services of its officers and employees as a group and to maintain satisfactory relationships consistent with past practice with suppliers, employees, Governmental Entities and others having business relationships with them;

(b) other than as expressly permitted or required by this Agreement, without limiting the generality of Subsection 6.1(a), Global shall not, directly or indirectly:

(i) issue, sell, grant, award, pledge, dispose of, encumber or agree to issue, sell, grant, award, pledge, dispose of or encumber any Global Common Shares or any options, warrants, calls, conversion privileges or rights of any kind to acquire any Global Common Shares;

(ii) amend or propose to amend the articles, by-laws or other constating documents or the terms of any securities of Global;

(iii) split, combine or reclassify any outstanding Global Common Shares;

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(iv) redeem, purchase or offer to purchase any Global Common Shares or other securities of Global;

(v) without the prior written consent of Jet, declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) in respect of any Global Common Shares;

(vi) reorganize, amalgamate or merge Global with any other Person;

(vii) reduce the stated capital of the shares of Global;

(viii) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of Global;

(ix) authorize, recommend or propose any release or relinquishment of any contractual right, except in the ordinary course of business consistent with past practice;

(x) waive, release, grant, transfer, exercise, modify or amend in any material respect, other than in the ordinary course of the business consistent with past practice, (i) any material Authorization, lease, concession, contract or other document, or (ii) any other material legal rights or claims;

(xi) waive, release, grant or transfer any rights of value or modify or change in any material respect any existing licence, lease, contract or other document, other than in the ordinary course of business consistent with past practice;

(xii) take any action or fail to take any action which action or failure to act would result in the material loss, expiration or surrender of, or the loss of any material benefit under, or reasonably be expected to cause any Governmental Entities to institute proceedings for the suspension, revocation or limitation of rights under, any material Permits necessary to conduct its businesses as now conducted; or fail to prosecute with commercially reasonable due diligence any pending applications to any Governmental Entities;

(xiii) take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Global to consummate the Transaction or the other transactions contemplated by this Agreement; or

(xiv) take any action, permit any inaction or enter into any transaction other than in accordance with or as contemplated in this Agreement, making an investment in securities of any person other than in accordance with or as contemplated in this Agreement;

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(c) Global shall use its commercially reasonable efforts to maintain and preserve all of its goodwill and all of its rights under each of its Authorizations;

(d) Global shall:

(i) not take any action, which would render, or which reasonably may be expected to render, any representation or warranty made by it in this Agreement untrue in any material respect;

(ii) provide Jet with prompt written notice of: (A) any change (or any condition, event, circumstance or development involving a prospective change) in the business, assets, operations, capitalization, condition (financial or otherwise), share or debt ownership, results of operations, cash flows, properties, articles, by-laws, licenses, permits (including Authorizations), rights, or privileges, whether contractual or otherwise, or liabilities (including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), of Global which, when considered either individually or in the aggregate, has resulted in or would reasonably be expected to result in a Global Material Adverse Effect; (B) the occurrence, or failure to occur, of any event or state of facts which occurrence or failure would or would be likely to (x) cause any of the representations of Global contained herein to be untrue or inaccurate (without giving effect to, applying or taking into consideration any materiality or Global Material Adverse Effect qualification already contained within such representation or warranty) in any material respect; or (y) result in the failure in any material respect of Global to comply with or satisfy any covenant, condition or agreement (without giving effect to, applying or taking into consideration any qualification already contained in such covenant, condition or agreement) to be complied with or satisfied prior to the Closing Time;

(iii) not enter into or renew any agreement, contract, lease, licence or other binding obligation of Global (A) containing (1) any limitation or restriction on the ability of Global to engage in any type of activity or business, (2) any limitation or restriction on the manner in which, or the localities in which, all or any portion of the business of Global is or would be conducted, or (3) any limit or restriction on the ability of Global to solicit customers or employees, or (B) that would reasonably be expected to materially delay or prevent the consummation of the transactions contemplated by this Agreement;

(e) Global shall:

(i) duly and timely file all Tax Returns required to be filed by it on or after the date hereof and all such Tax Returns will be true, complete and correct in all respects;

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(ii) timely withhold, collect, remit and pay all Taxes which are to be withheld, collected, remitted or paid by it to the extent due and payable;

(iii) not make or rescind any material express or deemed election relating to Taxes;

(iv) not make a request for a Tax ruling or enter into any agreement with any taxing authorities or consent to any extension or waiver of any limitation period with respect to Taxes;

(v) not settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes; and

(f) Global shall not authorize or propose, or enter into or modify any contract, agreement, commitment or arrangement, to do any of the matters prohibited by the other Subsections of this Section 6.1.

6.2 Covenants of Global Relating to the Transaction

Global shall perform all obligations required to be performed by Global under this Agreement, co-operate with Jet in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably possible, the transactions contemplated in this Agreement and, without limiting the generality of the foregoing, Global shall:

(a) use its commercially reasonable efforts to complete the Transaction;

(b) use its commercially reasonable efforts to obtain and assist Jet in obtaining all required Regulatory Approvals;

(c) use its commercially reasonable efforts to obtain as soon as practicable following execution of this Agreement all third-party consents, approvals and notices required under any of the material Contracts;

(d) defend all lawsuits or other legal, regulatory or other proceedings against Global challenging or affecting this Agreement or the consummation of the transactions contemplated hereby;

(e) provide such assistance as may be reasonably requested by Jet for the purposes of completing the Jet Meeting; and

(f) use commercially reasonable efforts to satisfy all conditions precedent in this Agreement.

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6.3 Covenants of Jet Regarding the Conduct of Business

Jet covenants and agrees that prior to the Closing Date, unless Global shall otherwise agree in writing or as otherwise expressly contemplated or permitted by this Agreement:

(a) Jet shall conduct its business only in, not take any action except in, and maintain its facilities, in the ordinary course of business and to use commercially reasonable efforts to preserve intact its present business organization, to preserve intact Jet, to keep available the services of its officers and employees as a group and to maintain satisfactory relationships consistent with past practice with suppliers, distributors, employees, Governmental Entities and others having business relationships with them;

(b) Other than as contemplated in this Agreement, without limiting the generality of Subsection 6.3(a), Jet shall not, directly or indirectly:

(i) issue, sell, grant, award, pledge, dispose of, encumber or agree to issue, sell, grant, award, pledge, dispose of or encumber any Jet Shares, any Jet Options or any warrants, calls, conversion privileges or rights of any kind to acquire any Jet Shares or other securities, other than pursuant to the Financing and upon exercise of existing Jet Options or Jet RSUs;

(ii) sell, pledge, lease, dispose of, mortgage, licence, encumber or agree to sell, pledge, dispose of, mortgage, licence, encumber or otherwise transfer any assets of Jet or any interest in any assets of Jet having a value greater than $20,000 in the aggregate;

(iii) amend or propose to amend the articles, by-laws or other constating documents or the terms of any securities of Jet;

(iv) split, combine or reclassify any outstanding Jet Shares;

(v) redeem, purchase or offer to purchase any Jet Shares or other securities of Jet;

(vi) without the prior written consent of Global, declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) in respect of any Jet Shares;

(vii) reorganize, amalgamate or merge Jet with any other Person;

(viii) reduce the stated capital of the shares of Jet;

(ix) acquire or agree to acquire (by merger, amalgamation, acquisition of shares or assets or otherwise) any Person, or make any investment either by purchase of shares or securities, contributions of capital, property transfer or purchase of any property or assets of any other Person;

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(x) except in the ordinary course of business consistent with past practice, incur, create, assume or otherwise become liable for any indebtedness for borrowed money or any other material liability or obligation or issue any debt securities, except for the borrowing of working capital in the ordinary course of business and consistent with past practice, or guarantee, endorse or otherwise as an accommodation become responsible for, the obligations of any other Person or make any loans or advances;

(xi) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of Jet;

(xii) pay, discharge, settle, satisfy, compromise, waive, assign or release any claims, liabilities or obligations other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice, of liabilities reflected or reserved against in Jet’s financial statements or incurred in the ordinary course of business consistent with past practice;

(xiii) authorize, recommend or propose any release or relinquishment of any contractual right, except in the ordinary course of business consistent with past practice;

(xiv) waive, release, grant, transfer, exercise, modify or amend in any material respect, other than in the ordinary course of the business consistent with past practice, (i) any material Authorization, lease, concession, contract or other document, or (ii) any other material legal rights or claims;

(xv) waive, release, grant or transfer any rights of value or modify or change in any material respect any existing licence, lease, contract or other document, other than in the ordinary course of business consistent with past practice;

(xvi) take any action or fail to take any action which action or failure to act would result in the material loss, expiration or surrender of, or the loss of any material benefit under, or reasonably be expected to cause any Governmental Entities to institute proceedings for the suspension, revocation or limitation of rights under, any material Permits necessary to conduct its businesses as now conducted; or fail to prosecute with commercially reasonable due diligence any pending applications to any Governmental Entities;

(xvii) incur business expenses other than in the ordinary course and consistent with past practice;

(xviii) take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Jet to consummate the Transaction or the other transactions contemplated by this Agreement; or

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(xix) increase the benefits payable or to become payable to its directors or officers, enter into or modify any employment, severance, or similar agreements or arrangements with, or grant any bonuses or salary increases to, any officer of Jet or member of the Jet Board.

(c) Jet shall not establish, adopt, enter into, amend or waive any performance or vesting criteria or accelerate vesting, exercisability or funding under any bonus, profit sharing, thrift, incentive, compensation, stock option, restricted stock, pension, retirement, deferred compensation, savings, welfare, employment, termination, severance or other employee benefit plan, agreement, trust, fund, policy or arrangement for the benefit or welfare of any directors, officers, current or former employees of Jet;

(d) Jet shall use commercially reasonable efforts to cause its current insurance (or reinsurance) policies not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect;

(e) Jet shall use its commercially reasonable efforts to maintain and preserve all of its rights under each of its Authorizations;

(f) Jet shall:

(i) not take any action which would render, or which reasonably may be expected to render, any representation or warranty made by it in this Agreement untrue in any material respect;

(ii) provide Global with prompt written notice of: (A) any change (or any condition, event, circumstance or development involving a prospective change) in the business, assets, operations, capitalization, condition (financial or otherwise), share or debt ownership, results of operations, cash flows, properties, articles, notice of articles, licenses, permits (including Authorizations), rights, or privileges, whether contractual or otherwise, or liabilities (including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), of Jet which, when considered either individually or in the aggregate, has resulted in or would reasonably be expected to result in a Jet Material Adverse Effect; (B) the occurrence, or failure to occur, of any event or state of facts which occurrence or failure would or would be likely to (x) cause any of the representations of Jet contained herein to be untrue or inaccurate (without giving effect to, applying or taking into consideration any materiality or Jet Material Adverse Effect qualification already contained within such representation or warranty) in any material respect; or (y) result in the failure in any material respect of Jet to comply with or satisfy any covenant, condition or agreement (without giving effect to, applying or taking into consideration any qualification already contained in such covenant, condition or agreement) to be complied with or satisfied prior to the Closing Time;

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(iii) not enter into or renew any agreement, contract, lease, licence or other binding obligation of Jet (A) containing (1) any limitation or restriction on the ability of Jet to engage in any type of activity or business, (2) any limitation or restriction on the manner in which, or the localities in which, all or any portion of the business of Jet is or would be conducted, or (3) any limit or restriction on the ability of Jet to solicit customers or employees, or (B) that would reasonably be expected to materially delay or prevent the consummation of the transactions contemplated by this Agreement; and

(iv) not incur any capital expenditures or enter into any agreement obligating Jet to provide for future capital expenditures.

(g) Jet shall:

(i) duly and timely file all Tax Returns required to be filed by it on or after the date hereof and all such Tax Returns will be true, complete and correct in all respects;

(ii) timely withhold, collect, remit and pay all Taxes which are to be withheld, collected, remitted or paid by it to the extent due and payable;

(iii) not make or rescind any material express or deemed election relating to Taxes;

(iv) not make a request for a Tax ruling or enter into any agreement with any taxing authorities or consent to any extension or waiver of any limitation period with respect to Taxes;

(v) not settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes; and

(h) Jet shall not authorize or propose, or enter into or modify any contract, agreement, commitment or arrangement, to do any of the matters prohibited by the other Subsections of this Section 6.3.

6.4 Covenants of Jet Relating to the Transaction

Jet shall perform all obligations required to be performed by Jet under this Agreement, co-operate with Global in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated in this Agreement and, without limiting the generality of the foregoing, Jet shall:

(a) use its commercially reasonable efforts to complete the Consolidation and Continuance;

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(b) use its commercially reasonable efforts to obtain and assist Global in obtaining all required Regulatory Approvals;

(c) use its commercially reasonable efforts to obtain as soon as practicable following execution of this Agreement all third party consents, approvals and notices required under any of the material Contracts;

(d) defend all lawsuits or other legal, regulatory or other proceedings against Jet challenging or affecting this Agreement or the consummation of the transactions contemplated hereby;

(e) apply for and use commercially reasonable efforts to obtain conditional approval of the Reverse Takeover, the listing and posting for trading on the TSXV of the Jet Shares to be issued upon completion of the Transaction, subject only to satisfaction by Jet of customary listing conditions of the TSXV;

(f) subject to applicable Law, make available and cause to be made available to Global, and its agents and advisors, information reasonably requested by Global for the purposes of confirming the representations and warranties of Jet set out in Section 4.1 of this Agreement; and

(g) use commercially reasonable efforts to satisfy all conditions precedent in this Agreement.

ARTICLE 7

CONDITIONS

7.1 Mutual Conditions Precedent

The obligations of the Parties to complete the Transaction are subject to the fulfillment of each of the following conditions precedent on or before the Closing Time, each of which may only be waived with the mutual consent of the Parties:

(a) the resolutions approving the Transaction shall have been approved and adopted by the Jet Shareholders at the Jet Meeting on or before the Meeting Deadline;

(b) the Consolidation and Continuance shall have been effected;

(c) the TSXV Approval shall have been received;

(d) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law which is then in effect and has the effect of making the Transaction illegal or otherwise preventing or prohibiting consummation of the Transaction;

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(e) all Regulatory Approvals shall have been obtained on terms and conditions satisfactory to each of Global and Jet, acting reasonably;

(f) such escrow agreements as may be required by the TSXV shall have been entered into;

(g) each employee of Global and Jet shall have executed a waiver of any change of control payments that he may be entitled to under the terms of his employment agreement as a result of the transactions contemplated by this Agreement; and

(h) there shall not be pending or threatened in writing any suit, action or proceeding by any Governmental Entity or any other Person that is reasonably likely to result in a:

(i) prohibition or restriction on the consummation of Transaction or a Person obtaining from Global or Jet any material damages directly or indirectly in connection with the Transaction; or

(ii) prohibition or material limit on the ownership by Jet of Global or any material portion of its business.

7.2 Additional Conditions Precedent to the Obligations of Jet

The obligation of Jet to complete the Transaction is subject to the fulfillment of each of the following conditions precedent on or before the Closing Time (each of which is for the exclusive benefit of Jet and may be waived by Jet):

(a) all covenants of Global under this Agreement to be performed on or before the Closing Time which have not been waived by Jet shall have been duly performed by Global in all material respects and Jet shall have received a certificate of Global addressed to Jet and dated the Closing Date, signed on behalf of Global by two senior executive officers of Global (on Global’s behalf and without personal liability), confirming the same as at the Closing Time;

(b) the representations and warranties of Global set forth in this Agreement shall be true and correct in all respects, without regard to any materiality or Global Material Adverse Effect qualifications contained in them as of the Closing Time, as though made on and as of the Closing Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except where the failure or failures of all such representations and warranties to be so true and correct in all respects would not reasonably be expected to have a Global Material Adverse Effect, and Jet shall have received a certificate of Global addressed to Jet and dated the Closing Date, signed on behalf of Global by two senior executive officers of Global (on Global’s behalf and without personal liability), confirming the same as at the Closing Date.

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(c) there shall not have occurred a Global Material Adverse Effect that has not been disclosed to Jet in writing prior to the date hereof, and since the date of this Agreement, there shall not have occurred a Global Material Adverse Effect, and Jet shall have received a certificate signed on behalf of Global by the chief executive officer and the chief financial officer of Global (on Global’s behalf and without personal liability) to such effect.

The foregoing conditions will be for the sole benefit of Jet and may be waived by it in whole or in part at any time.

7.3 Additional Conditions Precedent to the Obligations of Global

The obligation of Global to complete the Transaction is subject to the fulfillment of each of the following conditions precedent on or before the Closing Time (each of which is for the exclusive benefit of Global and may be waived by Global):

(a) all covenants of Jet under this Agreement to be performed on or before the Closing Time which have not been waived by Global shall have been duly performed by Jet in all material respects and Global shall have received a certificate of Jet, addressed to Global and dated the Closing Date, signed on behalf of Jet by two senior executive officers of Jet (on Jet’s behalf and without personal liability), confirming the same as of the Closing Time;

(b) the representations and warranties of Jet set forth in this Agreement shall be true and correct in all respects, without regard to any materiality or Jet Material Adverse Effect qualifications contained in them as of the Closing Time, as though made on and as of the Closing Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except where the failure or failures of all such representations and warranties to be so true and correct in all respects would not reasonably be expected to have a Material Adverse Effect, and Global shall have received a certificate of Jet addressed to Global and dated the Closing Date, signed on behalf of Jet by two senior executive officers of Jet (on Jet’s behalf and without personal liability), confirming the same as at the Closing Time; and

(c) there shall not have occurred a Jet Material Adverse Effect that has not been publicly disclosed by Jet prior to the date hereof or disclosed to Global in writing prior to the date hereof, and since the date of this Agreement, there shall not have occurred a Jet Material Adverse Effect and Global shall have received a certificate signed on behalf of Jet by the chief executive officer and chief financial officer of Jet (on Jet’s behalf and without personal liability) to such effect.

The foregoing conditions will be for the sole benefit of Global and may be waived by it in whole or in part at any time.

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7.4 Satisfaction of Conditions

The conditions precedent set out in Section 7.1, Section 7.2 and Section 7.3 shall be conclusively deemed to have been satisfied, waived or released when, with the agreement of the Parties, the Closing Time occurs.

ARTICLE 8

ADDITIONAL AGREEMENTS

8.1 Global Non-Solicitation

(a) On and after the date of this Agreement, except as otherwise provided in this Agreement, Global shall not, directly or indirectly, through any officer, director, employee, advisor, representative, agent or otherwise:

(i) make, solicit, assist, initiate, encourage or otherwise facilitate any inquiries, proposals or offers from any other Person (including any of its officers or employees) relating to any Acquisition Proposal for Global, or furnish to any Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing;

(ii) engage in any discussions or negotiations regarding, or provide any information with respect to, or otherwise co-operate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to make or complete any Acquisition Proposal for Global, provided that, for greater certainty, Global may advise any Person making an unsolicited Acquisition Proposal that such Acquisition Proposal does not constitute a Superior Proposal when the Global Board has so determined;

(iii) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in any manner adverse to Jet, the approval or recommendation of the Global Board or any committee thereof of this Agreement or the Transaction;

(iv) approve, recommend or remain neutral with respect to, or propose publicly to approve, recommend or remain neutral with respect to, any Acquisition Proposal for Global (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal in respect of which a confidentiality agreement has been executed in accordance with Section 8.1(d) shall not be considered a violation of this Subsection 8.1(a)(iv)); or

(v) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Acquisition Proposal,

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provided, however, that nothing contained in this Subsection 8.1(a) or any other provision of this Agreement shall prevent the Global Board from, and the Global Board shall be permitted to engage in discussions or negotiations with, or respond to enquiries from any Person that has made a bona fide unsolicited written Acquisition Proposal that the Global Board has determined constitutes or could reasonably be expected to result in a Superior Proposal, or provide information pursuant to Subsection 8.1(d) to any Person where the requirements of that Section are met.

(b) Global shall immediately cease and cause to be terminated any existing discussions or negotiations with any Person (other than Jet) with respect to any potential Acquisition Proposal and, in connection therewith, Global will discontinue access to any of its confidential information (and not establish or allow access to any of its confidential information, or any data room, virtual or otherwise) and shall as soon as possible request the return or destruction of all confidential information provided in connection therewith to the extent such information has not already been returned or destroyed. Global agrees not to release any third party from any confidentiality, non-solicitation or standstill agreement to which such third party is a party, or terminate, modify, amend or waive the terms thereof and Global undertakes to enforce all standstill, non-disclosure, non-disturbance, non-solicitation and similar covenants that it has entered into prior to the date hereof or enter into after the date hereof.

(c) From and after the date of this Agreement, Global shall immediately provide notice to Jet of any unsolicited bona fide Acquisition Proposal or any proposal, inquiry or offer that could lead to an Acquisition Proposal or any amendments to the foregoing or any request for non-public information relating to Global in connection with such an Acquisition Proposal or for access to the properties, books or records of Global by any Person that informs Global, any member of the Global Board that it is considering making, or has made, an Acquisition Proposal. Such notice to Jet shall be made, from time to time, first immediately orally and then promptly (and in any event within 24 hours) in writing and shall indicate the identity of the Person making such proposal, inquiry or contact, all material terms thereof and such other details of the proposal, inquiry or contact known to Global, and shall include copies of any such proposal, inquiry, offer or request or any amendment to any of the foregoing. Global shall keep Jet promptly and fully informed of the status, including any change to the material terms, of any such Acquisition Proposal, offer, inquiry or request and will respond promptly to all inquiries by Jet with respect thereto.

(d) If the Global Board receives a request for material non-public information from a Person who proposes to Global an unsolicited bona fide written Acquisition Proposal, Global may contact the Person making the Acquisition Proposal and its representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal and the likelihood of its consummation so as to determine whether such Acquisition Proposal is a Superior Proposal or could reasonably be expected to lead to a Superior Proposal; provided that Global shall

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promptly provide Jet with copies of all correspondence and information provided to or received from such Person. If: (x) the Global Board determines that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal; and (y) in the opinion of the Global Board, acting in good faith and on advice from their outside legal advisors, the failure to provide such party with access to information regarding Global would be inconsistent with the fiduciary duties of the Global Board, then, and only in such case, Global may provide such Person with access to information regarding Global, subject to the execution of a confidentiality and standstill agreement which is customary in such situations; provided that Global sends a copy of any such confidentiality and standstill agreement to Jet promptly upon its execution and Jet is provided with a list of, and, at the request of Jet, copies of, the information provided to such Person and immediately provided with access to similar information to which such Person was provided.

(e) Global agrees that it will not accept, approve or enter into any agreement (a “Global Proposed Agreement”), other than a confidentiality agreement as contemplated by Subsection 8.1(d), with any Person providing for or to facilitate any Acquisition Proposal unless:

(i) the Global Board determines that the Acquisition Proposal constitutes a Superior Proposal;

(ii) Global has complied with Subsections 8.1(a) through 8.1(d) inclusive;

(iii) Global has provided Jet with a notice in writing that there is a Superior Proposal together with all documentation related to and detailing the Superior Proposal, including a copy of any Global Proposed Agreement relating to such Superior Proposal, and a written notice from the Global Board regarding the value in financial terms that the Global Board has in consultation with its financial advisors determined should be ascribed to any non-cash consideration offered under the Superior Proposal, such documents to be so provided to Jet not less than five business days prior to the proposed acceptance, approval, recommendation or execution of the Global Proposed Agreement by Global;

(iv) Five business days shall have elapsed from the date Jet received the notice and documentation referred to in Subsection 8.1(e)(iii) from Global and, if Jet has proposed to amend the terms of the Transaction in accordance with Subsection 8.1(f), the Global Board shall have determined, in good faith, after consultation with its financial advisors and outside legal counsel, that the Acquisition Proposal is a Superior Proposal compared to the proposed amendment to the terms of the Transaction by Jet; and

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(v) Global concurrently terminates this Agreement pursuant to Section 9.2(a)(iv)(D); and Global further agrees that it will not withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to Jet the approval or recommendation of the Transaction, nor accept, approve or recommend any Acquisition Proposal unless the requirements of this Section 8.1(e)(i) through 8.1(e)(iv)have been satisfied.

(f) Global acknowledges and agrees that, during the five business day periods referred to in Subsections 8.1(e)(iii) and 8.1(e)(iv) or such longer period as Global may approve for such purpose, Jet shall have the opportunity, but not the obligation, to propose to amend the terms of this Agreement and the Transaction and Global shall co-operate with Jet with respect thereto, including negotiating in good faith with Jet to enable Jet to make such adjustments to the terms and conditions of this Agreement and the Transaction as Jet deems appropriate and as would enable Jet to proceed with the Transaction and any related transactions on such adjusted terms. The Global Board will review any proposal by Jet to amend the terms of the Transaction in order to determine, in good faith in the exercise of its fiduciary duties and consistent with Subsection 8.1(a), whether Jet’s proposal to amend the Transaction would result in the Acquisition Proposal not being a Superior Proposal compared to the proposed amendment to the terms of the Transaction.

(g) The Global Board shall promptly reaffirm its recommendation of the Transaction after: (x) any Acquisition Proposal which the Global Board determines not to be a Superior Proposal is made; or (y) the Global Board determines that a proposed amendment to the terms of the Transaction would result in the Acquisition Proposal which has been made not being a Superior Proposal, and Jet has so amended the terms of the Transaction.

(h) Nothing in this Agreement shall prevent the Global Board from responding to an Acquisition Proposal that it determines is not a Superior Proposal, or from withdrawing, modifying or changing its recommendation as a result of Jet having suffered a Jet Material Adverse Effect. Further, nothing in this Agreement shall prevent the Global Board from making any disclosure to the securityholders of Global if the Global Board, acting in good faith and upon the advice of its legal advisors, shall have first determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Global Board or such disclosure is otherwise required under applicable Law. Jet and its counsel shall be given a reasonable opportunity to review and comment on the form and content of any such disclosure, recognizing that whether or not such comments are appropriate will be determined by Global, acting reasonably.

(i) Global acknowledges and agrees that each successive modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for the purposes of this Section 8.1.

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(j) Global shall ensure that the officers, directors and employees of and any investment bankers or other advisors or representatives retained by Global in connection with the transactions contemplated by this Agreement are aware of the provisions of this Section, and Global shall be responsible for any breach of this Section 8.1 by such officers, directors, employees, investment bankers, advisors or representatives.

8.2 Jet Non-Solicitation

(a) On and after the date of this Agreement, except as otherwise provided in this Agreement, Jet shall not, directly or indirectly, through any officer, director, employee, advisor, representative, agent or otherwise:

(i) make, solicit, assist, initiate, encourage or otherwise facilitate any inquiries, proposals or offers from any other Person (including any of its officers or employees) relating to any Acquisition Proposal for Jet, or furnish to any Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing;

(ii) engage in any discussions or negotiations regarding, or provide any information with respect to, or otherwise co-operate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to make or complete any Acquisition Proposal for Jet, provided that, for greater certainty, Jet may advise any Person making an unsolicited Acquisition Proposal that such Acquisition Proposal does not constitute a Superior Proposal when the Jet Board has so determined;

(iii) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in any manner adverse to Global, the approval or recommendation of the Jet Board or any committee thereof of this Agreement or the Transaction;

(iv) approve, recommend or remain neutral with respect to, or propose publicly to approve, recommend or remain neutral with respect to, any Acquisition Proposal involving Jet (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal in respect of which a confidentiality agreement has been executed in accordance with Section 8.2(d) shall not be considered a violation of this Subsection 8.2(a)(iv)); or

(v) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Acquisition Proposal involving Jet,

provided, however, that nothing contained in this Subsection 8.2(a) or any other provision of this Agreement shall prevent the Jet Board from, and the Jet Board shall be permitted to engage in discussions or negotiations with, or respond to enquiries from any Person that has made a bona fide unsolicited written Acquisition Proposal that the Jet board has determined constitutes or could reasonably be expected to result in a Superior Proposal, or provide information pursuant to Subsection 8.2(d) to any Person where the requirements of that Section are met.

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(b) Jet shall immediately cease and cause to be terminated any existing discussions or negotiations with any Person (other than Global) with respect to any potential Acquisition Proposal and, in connection therewith, Jet will discontinue access to any of its confidential information (and not establish or allow access to any of its confidential information, or any data room, virtual or otherwise) and shall as soon as possible request the return or destruction of all confidential information provided in connection therewith to the extent such information has not already been returned or destroyed. Jet agrees not to release any third party from any confidentiality, non-solicitation or standstill agreement to which such third party is a party, or terminate, modify, amend or waive the terms thereof and Jet undertakes to enforce all standstill, non-disclosure, non-disturbance, non-solicitation and similar covenants that it has entered into prior to the date hereof or enter into after the date hereof.

(c) From and after the date of this Agreement, Jet shall immediately provide notice to Global of any unsolicited bona fide Acquisition Proposal or any proposal, inquiry or offer that could lead to an Acquisition Proposal or any amendments to the foregoing or any request for non-public information relating to Jet in connection with such an Acquisition Proposal or for access to the properties, books or records of Jet by any Person that informs Jet, any member of the Jet Board that it is considering making, or has made, an Acquisition Proposal. Such notice to Global shall be made, from time to time, first immediately orally and then promptly (and in any event within 24 hours) in writing and shall indicate the identity of the Person making such proposal, inquiry or contact, all material terms thereof and such other details of the proposal, inquiry or contact known to Jet, and shall include copies of any such proposal, inquiry, offer or request or any amendment to any of the foregoing. Jet shall keep Global promptly and fully informed of the status, including any change to the material terms, of any such Acquisition Proposal, offer, inquiry or request and will respond promptly to all inquiries by Jet with respect thereto.

(d) If the Jet Board receives a request for material non-public information from a Person who proposes to Jet an unsolicited bona fide written Acquisition Proposal, Jet may contact the Person making the Acquisition Proposal and its representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal and the likelihood of its consummation so as to determine whether such Acquisition Proposal is a Superior Proposal or could reasonably be expected to lead to a Superior Proposal; provided that Jet shall promptly provide Global with copies of all correspondence and information provided to or received from such Person. If: (x) the Jet Board determines that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal; and (y) in the opinion of the Jet Board, acting in good faith

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and on advice from their outside legal advisors, the failure to provide such party with access to information regarding Jet would be inconsistent with the fiduciary duties of the Jet Board, then, and only in such case, Jet may provide such Person with access to information regarding Jet, subject to the execution of a confidentiality and standstill agreement which is customary in such situations; provided that Jet sends a copy of any such confidentiality and standstill agreement to Global promptly upon its execution and Global is provided with a list of, and, at the request of Global, copies of, the information provided to such Person and immediately provided with access to similar information to which such Person was provided.

(e) Jet agrees that it will not accept, approve or enter into any agreement (a “Jet Proposed Agreement”), other than a confidentiality agreement as contemplated by Subsection 8.2(d), with any Person providing for or to facilitate any Acquisition Proposal unless:

(i) the Jet Board determines that the Acquisition Proposal constitutes a Superior Proposal;

(ii) the Jet Meeting has not occurred;

(iii) Jet has complied with Subsections 8.2(a) through 8.2(d) inclusive;

(iv) Jet has provided Global with a notice in writing that there is a Superior Proposal together with all documentation related to and detailing the Superior Proposal, including a copy of any Jet Proposed Agreement relating to such Superior Proposal, and a written notice from the Jet Board regarding the value in financial terms that the Jet Board has in consultation with its financial advisors determined should be ascribed to any non-cash consideration offered under the Superior Proposal, such documents to be so provided to Global not less than five business days prior to the proposed acceptance, approval, recommendation or execution of the Jet Proposed Agreement by Jet.

(v) Five business days shall have elapsed from the date Global received the notice and documentation referred to in Subsection 8.2(e)(iv) from Jet and, if Global has proposed to amend the terms of the Transaction in accordance with Subsection 8.2(f), the Jet Board shall have determined, in good faith, after consultation with its financial advisors and outside legal counsel, that the Acquisition Proposal is a Superior Proposal compared to the proposed amendment to the terms of the Transaction by Global; and

(vi) Jet concurrently terminates this Agreement pursuant to Section 9.2(a)(iii);

and Jet further agrees that it will not withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to Global the approval or recommendation of the Transaction, nor accept, approve or recommend any Acquisition Proposal unless the requirements of this Section 8.2(e)(i) through 8.2(e)(v) have been satisfied.

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(f) Jet acknowledges and agrees that, during the five business day periods referred to in Subsections 8.2(e)(iv) and 8.2(e)(v) or such longer period as Jet may approve for such purpose, Global shall have the opportunity, but not the obligation, to propose to amend the terms of this Agreement and the Transaction and Jet shall co-operate with Global with respect thereto, including negotiating in good faith with Global to enable Global to make such adjustments to the terms and conditions of this Agreement and the Transaction as Jet deems appropriate and as would enable Jet to proceed with the Transaction and any related transactions on such adjusted terms. The Jet Board will review any proposal by Global to amend the terms of the Transaction in order to determine, in good faith in the exercise of its fiduciary duties and consistent with Subsection 8.2(a), whether Global’s proposal to amend the Transaction would result in the Acquisition Proposal not being a Superior Proposal compared to the proposed amendment to the terms of the Transaction.

(g) The Jet Board shall promptly reaffirm its recommendation of the Transaction by press release after: (x) any Acquisition Proposal which the Jet Board determines not to be a Superior Proposal is publicly announced or made; or (y) the Jet Board determines that a proposed amendment to the terms of the Transaction would result in the Acquisition Proposal which has been publicly announced or made not being a Superior Proposal, and Global has so amended the terms of the Transaction. Global and its counsel shall be given a reasonable opportunity to review and comment on the form and content of any such press release, recognizing that whether or not such comments are appropriate will be determined by Jet, acting reasonably.

(h) Nothing in this Agreement shall prevent the Jet Board from responding through a directors’ circular or otherwise as required by applicable Securities Laws to an Acquisition Proposal that it determines is not a Superior Proposal, or from withdrawing, modifying or changing its recommendation as a result of Global having suffered a Global Material Adverse Effect. Further, nothing in this Agreement shall prevent the Jet Board from making any disclosure to the securityholders of Jet if the Jet Board, acting in good faith and upon the advice of its legal advisors, shall have first determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Jet Board or such disclosure is otherwise required under applicable Law, provided, however, that, notwithstanding the Jet Board shall be permitted to make such disclosure, the Jet Board shall not be permitted to make a Jet Change in Recommendation, other than as permitted by Section 8.2(e) or the first sentence of this paragraph. Global and its counsel shall be given a reasonable opportunity to review and comment on the form and content of any such disclosure, recognizing that whether or not such comments are appropriate will be determined by Jet, acting reasonably.

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(i) Jet acknowledges and agrees that each successive modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for the purposes of this Section 8.2.

(j) Jet shall ensure that the officers, directors and employees of Jet and any investment bankers or other advisors or representatives retained by Jet in connection with the transactions contemplated by this Agreement are aware of the provisions of this Section, and Jet shall be responsible for any breach of this Section 8.2 by such officers, directors, employees, investment bankers, advisors or representatives.

(k) If Jet provides Global with the notice of an Acquisition Proposal contemplated in this Section 8.2 on a date that is less than seven calendar days prior to the Jet Meeting, if requested by Global, Jet shall adjourn the Jet Meeting to a date that is not less than seven calendar days and not more than 10 calendar days after the date of such notice, provided, however, that the Jet Meeting shall not be adjourned or postponed to a date later than the seventh (7) business day prior to the Outside Date.

8.3 Access to Information; Confidentiality

From the date hereof until the earlier of the Closing Time and the termination of this Agreement pursuant to its terms, subject to compliance with applicable Law and the terms of any existing Contracts, each Party shall, and shall cause their respective Representatives to afford to the other Party and to Representatives of the other Party such access as the other Party may reasonably require at all reasonable times, including for the purpose of facilitating integration business planning, to their officers, employees, agents, properties, books, records and contracts, and shall furnish Jet the other Party with all data and information as the other Party may reasonably request.

8.4 Notices of Certain Events

(a) Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement pursuant to its terms and the Closing Time of any event or state of facts which occurrence or failure would, or would be likely to:

(i) cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Closing Time (provided that this clause (i) shall not apply in the case of any event or state of facts resulting from the actions or omissions of a Party which are required under this Agreement); or

(ii) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party hereunder prior to the Closing Time,

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provided, however, that the delivery of any notice pursuant to this Section 8.4 shall not limit or otherwise affect the remedies available hereunder to the Party receiving that notice.

(b) No Party may elect not to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom under Section 9.2(a)(iii)(A) or Section 9.2(a)(iv)(B) unless, prior to the Closing Date, the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfilment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may terminate this Agreement until the expiration of a period of five Business Days from such notice.

ARTICLE 9

TERM, TERMINATION, AMENDMENT AND WAIVER

9.1 Term

This Agreement shall be effective from the date hereof until the earlier of the Closing Time and the termination of this Agreement in accordance with its terms.

9.2 Termination

(a) This Agreement may be terminated at any time prior to the Closing Time (notwithstanding Jet Shareholder Approval):

(i) by mutual written agreement of Global and Jet;

(ii) by either Global or Jet, if:

(A) the Closing Time shall not have occurred on or before the Outside Date, except that the right to terminate this Agreement under this 9.2(a)(ii)(A) shall not be available to any Party whose failure to fulfill any of its obligations or breach of any of its representations and warranties under this Agreement has been the cause of, or resulted in, the failure of the Closing Time to occur by such Outside Date;

(B) after the date hereof, there shall be enacted or made any applicable Law that makes consummation of the Transaction illegal or otherwise prohibited or enjoins Global or Jet from consummating the Transaction and such applicable Law or enjoinment shall have become final and non-appealable; or

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(C) the Jet Shareholder Approval shall not have been obtained at the Jet Meeting.

(iii) by Jet, if:

(A) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Global set forth in this Agreement shall have occurred that would cause the conditions set forth in Section 7.2(a) or Section 7.2(b) not to be satisfied, and such conditions are incapable of being satisfied by the Outside Date, as reasonably determined by Jet and provided that Jet is not then in breach of this Agreement so as to cause any condition in Section 7.2(a) or Section 7.2(b) not to be satisfied;

(B) Jet has been notified in writing by Global of a Global Proposed Agreement in accordance with Section 8.1(e), and either: (i) Jet does not deliver an amended Transaction proposal within five Business Days of delivery of the Global Proposed Agreement to Jet; or (ii) Jet delivers an amended Transaction proposal pursuant to Section 8.1(f) but the Global Board determines, acting in good faith and in the proper discharge of its fiduciary duties, that the Acquisition Proposal provided in the Global Proposed Agreement continues to be a Superior Proposal in comparison to the amended Transaction terms offered by Jet; or

(C) it wishes to enter into a binding written agreement with respect to a Superior Proposal (other than a non-disclosure and standstill agreement permitted by Section 8.2(d)), subject to compliance with Section 8.2 in all material respects.

(iv) by Global, if

(A) prior to the Closing Time: (1) subject to Section 8.2(a)(iv), the Jet Board fails to recommend or withdraws, amends, modifies or qualifies, in a manner adverse to Global or fails to publicly reaffirm its recommendation of the Transaction within three calendar days (and in any case prior to the Jet Meeting) after having been requested in writing by Global to do so, in a manner adverse to Global (an “Jet Change in Recommendation”); (2) the Jet Board or a committee thereof shall have approved or recommended any Acquisition Proposal; or (3) Jet shall have breached Section 8.2 in any material respect;

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(B) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Jet set forth in this Agreement shall have occurred that would cause the conditions set forth in Section 7.3(a) or 7.3(b) not to be satisfied, and such conditions are incapable of being satisfied by the Outside Date as reasonably determined by Global and provided that Global is not then in breach of this Agreement so as to cause any condition in Section 7.3(a) or Section 7.3(b) not to be satisfied;

(C) Global has been notified in writing by Jet of a Jet Proposed Agreement in accordance with Section 8.2(e), and either: (i) Global does not deliver an amended Transaction proposal within five Business Days of delivery of the Jet Proposed Agreement to Global; or (ii) Global delivers an amended Transaction proposal pursuant to Section 8.2(f) but the Jet Board determines, acting in good faith and in the proper discharge of its fiduciary duties, that the Acquisition Proposal provided in the Jet Proposed Agreement continues to be a Superior Proposal in comparison to the amended Transaction terms offered by Global;

(D) it wishes to enter into a binding written agreement with respect to a Superior Proposal (other than a non-disclosure and standstill agreement permitted by Section 8.1(d)), subject to compliance with Section 8.1 in all material respects.

(b) The Party desiring to terminate this Agreement pursuant to this Section 9.2 (other than pursuant to Section 9.2(a)(i)) shall give notice of such termination to the other Party, specifying in reasonable detail the basis for such Party’s exercise of its termination right.

(c) If this Agreement is terminated pursuant to this Section 9.2, this Agreement shall become void and be of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party hereto, except that the provisions of this Section 9.2(c) and Sections 9.3, 10.1, 10.2, 10.3, 10.5, 10.6 and 10.8 and all related definitions set forth in Section 1.1 shall survive any termination hereof pursuant to Section 9.2.

(d) For the purposes of Section 6(5) of the Loan Agreement: (i) Section 9.2(a)(iii)(A)(a)(iv)(B) of this Agreement is the equivalent section 19(c) of the Letter of Intent; and (ii) Section 9.2(a)(iii)(B)and Section 9.2(a)(iv)(D)(a)(iii)(A)(a)(iv)(B) of this Agreement are the equivalents to section 19(d) of the Letter of Intent.

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9.3 Expenses

Except as otherwise provided herein, all fees, costs and expenses incurred in connection with this Agreement and the Transaction shall be paid by the Party incurring such fees, costs or expenses, provided that in the event of termination by Jet pursuant to Section 9.2(a)(iii)(C), or by Global pursuant to Section 9.2(a)(iv)(C), it shall within five business days of such termination repay the principal and interest amount due under the Loan Agreement and pay a termination fee to Global of $250,000.

9.4 Amendment

Subject to applicable Laws, this Agreement may, at any time and from time to time before or after the holding of the Jet Meeting but not later than the Closing Time, be amended by mutual written agreement of the Parties, without further notice to or Authorization on the part of the Global Shareholders or Jet Shareholders, and any such amendment may without limitation

(a) change the time for performance of any of the obligations or acts of the Parties;

(b) waive any inaccuracies or modify any representation or warranty contained herein or in any document delivered pursuant hereto;

(c) waive compliance with or modify any of the covenants herein contained and waive or modify performance of any of the obligations of the Parties; and

(d) waive compliance with or modify any mutual conditions precedent herein contained.

9.5 Waiver

Any Party may (a) extend the time for the performance of any of the obligations or acts of the other Party, (b) waive compliance, except as provided herein, with any of the other Party’s agreements or the fulfilment of any conditions to its own obligations contained herein, or (c) waive inaccuracies in any of the other Party’s representations or warranties contained herein or in any document delivered by the other Party; provided, however, that any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party and, unless otherwise provided in the written waiver, will be limited to the specific breach or condition waived.

ARTICLE 10

GENERAL PROVISIONS

10.1 Notices

All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed to have been duly given and received on the day it is delivered, provided that it is delivered on a business day prior to 5:00 p.m. local time in the place of delivery or receipt. However, if notice is delivered after 5:00 p.m. local time or if such day is

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not a business day then the notice shall be deemed to have been given and received on the next business day. Notice shall be sufficiently given if delivered (either in Person, by courier service or other personal method of delivery), or if transmitted by facsimile or email to the Parties at the following addresses (or at such other addresses as shall be specified by any Party by notice to the other given in accordance with these provisions):

(a) if to Jet:

Canada Jetlines Ltd.

1240 – 1140 West Pender St.

Vancouver, B.C.

V6E 4G1

Attention:     Olen Aasen, VP Legal

Facsimile:   (604) 681-8039

Email:          olen.aasen@jetlines.com

(b) if to Global:

Global Crossing Airlines, Inc.

Building 5A, Miami International Airport

4200 N.W. 36^th Street

Miami, USA

33037

Attention: Ed Wegel

Email:       ed.wegel@globalairlinesgroup.com

10.2 Governing Law; Waiver of Jury Trial

This Agreement shall be governed, including as to validity, interpretation and effect, by the Laws of the Province of British Columbia and the Laws of Canada applicable therein. Each of the Parties hereby irrevocably attorns to the exclusive jurisdiction of the courts of the Province of British Columbia in respect of all matters arising under and in relation to this Agreement. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

10.3 Injunctive Relief

The Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the Parties agree that, in the event of any breach or threatened breach of this Agreement by a Party, the non-breaching Party will be entitled, without the requirement of

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posting a bond or other security, to equitable relief, including injunctive relief and specific performance, and the Parties shall not object to the granting of injunctive or other equitable relief on the basis that there exists an adequate remedy at Law. Such remedies will not be the exclusive remedies for any breach of this Agreement but will be in addition to all other remedies available at Law or equity to each of the Parties.

10.4 Time of Essence

Time shall be of the essence in this Agreement.

10.5 Entire Agreement, Binding Effect and Assignment

This Agreement constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof and thereof (except for the Loan Agreement and GSA) and, except as expressly provided herein, this Agreement is not intended to and shall not confer upon any Person other than the Parties any rights or remedies hereunder. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by either of the Parties without the prior written consent of the other Parties.

10.6 No Liability

No director or officer of Jet shall have any personal liability whatsoever to Global under this Agreement, or any other document delivered in connection with the transactions contemplated hereby on behalf of Jet. No director or officer of Global shall have any personal liability whatsoever to Jet under this Agreement, or any other document delivered in connection with the transactions contemplated hereby on behalf of Global.

10.7 Severability

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

10.8 Counterparts, Execution

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

[Remainder of page intentionally left blank.]

- 64 -

IN \WIITNESS WHEREOF Jet and Global have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

CANADA JETLINES LTD.
By:	/s/ Carlo Valente
	Name: Carlo Valente
	Title: CEO
GLOBAL CROSSING AIRLINES, INC.
By:
	Name:
	Title:

- 65 -

IN WIITNESS WHEREOF Jet and Global have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

CANADA JETLINES LTD.
By:
	Name:
	Title:
GLOBAL CROSSING AIRLINES, INC.
By:	/s/ Edward J. Wegel
	Name: Edward J. Wegel
	Title: PRESIDANT AND CEO

- 65 -

SCHEDULE A – THE STOCKHOLDERS’ CONSIDERATION SHARES

The Stockholders shall exchange their Global Common Shares for Jet Shares on a percentage basis such that after the closing of the Transaction, 49% of the Jet Shares shall be held by current Jetlines Shareholders (“Jet Percentage”) and 51% of the Jet Shares shall be held by Global Shareholders (“Global Percentage”). The percentage split is subject to adjustment based on the proceeds actually advanced under the Loan Agreement to Jet prior to the Closing Time as follows:

X (Jet) = $4,214,000

Y (Global) = $4,386,000

Z = proceeds of Loan Agreement advanced to Jet

Jet Percentage = X ÷ (X + Y + Z)

Global Percentage = (Y + Z) ÷ (X + Y + Z)

The Jet Shares issued to the Global Shareholders (the “Consideration Shares”) shall be distributed as follows:

Name of Registered Shareholder	Number of Global Common Shares	Number of Consideration Shares to be Issued on Closing
Edward J. Wegel	210	42% of the Consideration Shares
Joseph DaGrosa	125	25% of the Consideration Shares
John Sicilian	125	25% of the Consideration Shares
Juan Nunez	10	2% of the Consideration Shares
Thomas Andino	10	2% of the Consideration Shares
George Hambrick	10	2% of the Consideration Shares
Widey Dearmas	5	1% of the Consideration Shares
Hector Crocker	5	1% of the Consideration Shares

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SCHEDULE B – EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES

Section 3.1(K)

To be provided by Global within 15 Business Days of the completion of its financial statements.

Section 4.1(d)

Jet has the following subsidiaries:

Name	Place of incorporation	Interest%	Principal activity
Canada Jetlines Operations Ltd.	Canada Federal	100% ownership by Jet	Airline start-up
Target Exploration and Mining Corp.	British Columbia, Canada	100% ownership by Jet	In-active subsidiary to be dissolved
Crosshair Energy USA, Inc.	Nevada, United States	100% ownership by Target Exploration and Mining Corp.	In-active subsidiary to be dissolved

Section 4.1(p)

Plaintiff:	Canada Jetlines Ltd. and Canada Jetlines Operations Ltd.
Defendant:	Breeze Aviation Group, Inc., David Neeleman and DGN Corporation
Case Number:	3:2019cv01817
Filed:	November 15, 2019
Court:	US District Court for the District of Connecticut
Presiding Judge:	Victor A Bolden
Nature of Suit:	Contract: Other
Cause of Action:	28:1332
Jury Demanded By:	Plaintiff

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SCHEDULE C – JOINDER AGREEMENT

The undersigned hereby acknowledges that it has read and understands the Share Exchange Agreement, dated as of February 5, 2020 (the “Agreement”), by and between Global Crossing Airlines, Inc. (the “Corporation”) and Canada Jetlines Ltd. (the “Purchaser”) and the Stockholders as set forth therein. Section 2.1 of the Agreement allows holders of common shares of the Corporation (“Shares”) to become a party thereto by executing this Joinder Agreement.

The undersigned hereby represents and warrants that: (i) the Shares that are identified on the signature page hereto constitute all of Shares that are legally or beneficially owned by the undersigned or which the undersigned has the power to vote or dispose of; (ii) the undersigned is not a resident of Canada; and (iii) the representations and warranties set forth in Article 5 of the Agreement are true and correct with respect to the undersigned as if given on the date hereof.

The undersigned covenants, acknowledges and agrees with the Purchaser that the undersigned shall deliver to Purchaser all such certificates or other documentation that may be requested by Purchaser to ensure compliance with the Tax Act or any other tax legislation that may be applicable to the undersigned.

The undersigned hereby represents and warrants to the Purchaser and acknowledges and agrees that the undersigned has had the opportunity to seek and was not prevented nor discouraged by the Purchaser from seeking independent legal advice prior to the execution and delivery of this Agreement and that, in the event that the undersigned did not avail itself, himself, or herself of that opportunity prior to signing this Agreement, the undersigned did so voluntarily without any undue pressure and agrees that its, his or her, as applicable, failure to obtain independent legal advice shall not be used by the undersigned as a defence to the enforcement of the undersigned’s obligations under this Agreement.

All capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Agreement.

The undersigned hereby agrees to be bound by the terms and conditions of the Agreement.

Date Executed:                     , 2020

SIGNED, SEALED AND DELIVERED in the
presence of:
Witness
Name	[Name of Stockholder]
Address
Occupation
	Address of Stockholder
	Aggregate Number of Shares:

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EX-3.1

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF

GLOBAL CROSSING AIRLINES GROUP INC.

(Pursuant to Sections 242 and 245 of the

General Corporation Law of the State of Delaware)

Global Crossing Airlines Group, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”),

DOES HEREBY CERTIFY:

1. That the date of filing of the original Certificate of Incorporation of this corporation with the Delaware Secretary of State was December 22, 2020 (the “Original Certificate of Incorporation”).

2. The Corporation filed a Certificate of the Designations, Powers, Preferences, and Rights of (the “Certificate of Designations”).

3. This Amended and Restated Certificate of Incorporation (this “Amended and Restated Certificate of Incorporation”), amends, restates and integrates the certificate of incorporation of the Corporation, as now in effect, and was proposed by the board of directors of the Corporation and adopted by the stockholders of the Corporation in the manner and by the vote prescribed by Sections 242 and 245 of the General Corporation Law, and is as follows:

ARTICLE I

NAME

The name of the Corporation is Global Crossing Airlines Group Inc.

ARTICLE II

REGISTERED OFFICE AND REGISTERED AGENT

The address of the registered office of the Corporation in the State of Delaware is c/o Cogency Global Inc., 850 New Burton Rd, Suite 201, Dover, County of Kent, Delaware 19904, and the name of its registered agent at that address is Cogency Global Inc.

ARTICLE III

PURPOSE

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law.

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ARTICLE IV

CAPITAL STOCK

A. The total number of shares of stock that the Corporation is authorized to issue is 200,000,000 shares, with a par value of $0.001 per share, (i) 5,537,313shares of which have been designated as “Class A Non-Voting Common Stock, (ii) 50,000,000 shares of which have been designated as “Class B Non-Voting Common Stock,” , and (iii) the balance of which, to the extent not designated otherwise, shall be ordinary shares of “Common Stock.” The Board of Directors hereby resolves that the rights, preferences, powers, privileges, and the restrictions, qualifications and limitations of the Class A Non-Voting Common Stock and Class B Non-Voting Common Stock are identical with those of the Common Stock other than in respect of voting and conversion rights as set forth herein, and for all purposes under this Amended and Restated Certificate, the Common Stock, the Class A Non-Voting Common Stock, and the Class B Non-Voting Common Stock shall together constitute a single class of shares of the capital stock of the Corporation. All capitalized terms used but not defined herein have the meaning ascribed to them in the Original Certificate of Incorporation and Certificate of Designations, as applicable. For the avoidance of doubt, except for voting, dividends, conversion, and adjustment rights set forth in Sections 1, 2, 3, and 4 below, the Class A Non-Voting Common Stock, the Class B Non-Voting Common Stock, and the Common Stock shall be treated identically for all purposes, including, without limitation, with respect to stock splits, reorganizations, and reclassifications.

B. Upon the effectiveness of the Amended and Restated Certificate of Incorporation (the “Effective Time”), (i) each Common Share, $0.001 par value, of the Corporation issued and outstanding immediately prior to the Effective Time and held by Non-Citizens (defined below) (each a “Non-Citizen Holder”) will for all purposes be reclassified as, and deemed to be, one issued and outstanding, fully paid and non-assessable share of Class B Non-Voting Common Stock, without any action required on the part of the Corporation or the holders thereof. Any stock certificate that, immediately prior to the Effective Time, represented shares of Common Stock of the Corporation held by a Non-Citizen Holder will, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent the same number of shares of Class B Non-Voting Common Stock. All newly issued shares of Class B Non-Voting Common Stock of the Corporation shall be fully paid and non-assessable shares of Class B Non-Voting Common Stock. Notwithstanding the foregoing, following the Effective Time, any Non-Citizen Holder of a certificate formerly representing Common Stock may surrender such certificate to the Corporation at any time during normal business hours at the principal executive offices of the Corporation or at the office of the Corporation’s transfer agent (the “Transfer Agent”), accompanied by a written request from the holder of such shares for a new certificate representing the shares of Class B Non-Voting Common Stock into which such shares were reclassified, and (if so required by the Corporation or the Transfer Agent) by instruments of transfer, in form satisfactory to the Corporation and to the Transfer Agent, duly executed by such holder or such holder’s duly authorized attorney. As promptly as practicable following the surrender of any such certificate formerly representing shares of Common Stock and the payment in cash of any amount required by the next sentence, the Corporation shall deliver or cause to be delivered at the office of the Transfer Agent a certificate or certificates representing the number of full shares of Class B Non-Voting Common Stock into which the shares of Common Stock formerly represented by such certificate were reclassified, issued in such name or names as such

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holder may direct. The issuance of certificates for shares of Class B Non-Voting Common Stock upon reclassification of shares of Common Stock shall be made without charge to the holders of such shares for any stamp or other similar tax in respect of such issuance; provided, however, that if any such certificate is to be issued in a name other than that of the holder of the share or shares that were reclassified, then the holder requesting the issuance thereof shall pay to the Corporation the amount of any tax that may be payable in respect of any transfer involved in such issuance or shall establish to the satisfaction of the Corporation that such tax has been paid or is not payable. “Non-Citizen” shall mean persons or entities who are not a “citizen of the United States” (as defined in Section 40102(a)(15) of Subtitle VII of Title 49 of the United States Code, as amended, or as the same may be from time to time amended (the “Aviation Act”), in any similar legislation of the United States enacted in substitution or replacement thereof, and as interpreted by the Department of Transportation, its predecessors and successors, from time to time) (the “Applicable Law”), including any agent, trustee or representative of such persons or entities.    

1. Voting Rights. Except as otherwise required by law, shares of Class A Non-Voting Common Stock and Class B Non-Voting Common Stock shall be non-voting; provided that, for so long as any shares of Class A Non-Voting Common Stock or Class B Non-Voting Common Stock, as applicable, are outstanding, the Corporation shall not, without the written consent of a majority of the outstanding shares of Class A Non-Voting Common Stock or Class B Non-Voting Common Stock, as applicable, or the affirmative vote of holders of a majority of the outstanding shares of Class A Non-Voting Common Stock or Class B Non-Voting Common Stock, as applicable, at a meeting of the holders of Class A Non-Voting Common Stock or Class B Non-Voting Common Stock, as applicable, duly called for such purpose, voting as a separate class, whether by merger, consolidation, combination, classification, or otherwise, amend, alter, repeal or waive any provision of the Certificate of Incorporation or Bylaws in a manner inconsistent with the designations, powers, preferences, and rights set forth in this Amended and Restated Certificate of Incorporation or otherwise; (i) so as to adversely affect (disproportionately relative to the Common Stock) the designations, powers, preferences, and rights of the Class A Non-Voting Common Stock and Class B Non-Voting Common Stock, as applicable; or (ii) enter into a Fundamental Transaction (as defined below) that would adversely affect (disproportionately relative to the Common Stock) the rights of the holders of shares of Class A Non-Voting Common Stock or Class B Non-Voting Common Stock, as applicable.

2. Dividends. Holders shall be entitled to receive, and the Corporation shall pay, dividends on shares of the Class A Non-Voting Common Stock and Class B Non-Voting Common Stock equal (on an as-if-converted-to-Common-Stock basis without giving effect for such purposes to the Maximum Percentage applicable to the holders of Class A Non-Voting Common Stock as set forth in Section 3(a) hereof or the Voting Limitation for Non-Citizens applicable to the holders of Class B Non-Voting Common Stock as set forth in the Corporation’s Bylaws, as amended) to and in the same form as dividends (other than dividends in the form of Common Stock) actually paid on shares of the Common Stock when, as and if such dividends (other than dividends in the form of Common Stock) are paid on shares of the Common Stock. Notwithstanding anything to the contrary set forth herein, for each dividend paid in the form of shares of Common Stock to a holder of Common Stock, the Corporation shall pay an equivalent dividend, on a one-for-one basis, in the form of shares of Class B Non-Voting Common Stock to each holder of Class B Non-Voting Common Stock.

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3. Conversion.

(a) Conversion of Class A Non-Voting Common Stock. Subject to the proviso below regarding the Maximum Percentage (as defined herein), each share of Class A Non-Voting Common Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing the Initial Issue Price (as defined herein) by the Conversion Price (as defined herein) in effect at the time of conversion; provided, however, the Class A Non-Voting Common Stock may not be converted by the holder thereof, and the Corporation may not effect any conversion of the Class A Non-Voting Common Stock, to the extent (but only to the extent) that, after giving effect to such conversion, the holder thereof or any of and its Affiliates (as defined herein) collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) in the aggregate of the issued and outstanding shares of the Corporation after such conversion. To the extent the above limitation applies, the determination of whether the Class A Non-Voting Common Stock shall be convertible (vis-à -vis other convertible, exercisable or exchangeable securities owned by such holder or any of its Affiliates) and to what extent such securities shall be convertible, exercisable or exchangeable (as among all such securities owned by such holder and its Affiliates) shall, subject to the Maximum Percentage limitation, be determined on the basis of the first submission to the Corporation for conversion, exercise or exchange (as the case may be). No prior inability to convert the Class A Non-Voting Common Stock shall have any effect on the applicability of the provisions of the Class A Non-Voting Common Stock with respect to any subsequent determination of convertibility. Beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with the Securities Exchange Act of 1934 (the “Exchange Act”). For purposes hereof, “Affiliate” has the meaning set forth in that certain Securities Purchase Agreement, date on or about April 18, 2021, by and between the Corporation and the Subscriber (as defined therein); “Initial Issue Price” means $1.80 per share, subject to appropriate adjustment for stock splits, combinations, recapitalizations, and other similar events; and the “Conversion Price” initially means $1.80 per share. Such initial Conversion Price, and the rate at which shares of Class A Non-Voting Common Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided in this Section 4 below.

(b) Conversion of Class B Non-Voting Common Stock. Subject to the Voting Limitation for Non-Citizens set forth in the Corporation’s Bylaws, as amended, each share of Class B Non-Voting Common Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into one share of fully paid and non-assessable Common Stock.

Such rights of conversion shall be exercised by the holder thereof by surrender of a certificate or certificates for the shares to be converted to the Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the holder or holders of the Class A Non-Voting Common Stock or Class B Non-Voting Common Stock, as applicable), together with a properly completed notice of conversion in the form attached to the Class A Non-Voting Common Stock or Class B Non-Voting Common Stock certificate with a statement of the name or names (with address), subject to compliance with applicable laws to

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the extent such designation shall involve a transfer, in which such certificate or certificates shall be issued, at any time during its usual business hours on the date set forth in such notice. Such conversion shall be deemed to have been effected as of the close of business on the date on which such written notice shall have been received by the Corporation and the certificate or certificates for such shares shall have been surrendered as aforesaid. As soon as practicable after the surrender of any such certificate or certificates so converted, the Corporation shall: (i) issue and deliver to such holder, or to his, her or its nominees, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof; and (ii) issue a new certificate for the number of shares, if any, of Class A Non-Voting Common Stock or Class B Non-Voting Common Stock, as applicable, represented by such surrendered certificate and not converted pursuant to this Section 3.

4. Certain Adjustments Applicable to Class A Non-Voting Common Stock.

(a) Adjustments for Stock Splits and Combinations. If the Corporation shall at any time or from time to time after the date that shares of Class A Non-Voting Common Stock are first issued by the Corporation (the “Initial Issuance Date”) effect a stock split of the outstanding Common Stock, the applicable Conversion Price in effect immediately prior to the stock split shall be proportionately decreased. If the Corporation shall at any time or from time to time after the Initial Issuance Date, combine the outstanding shares of Common Stock, the applicable Conversion Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments under this Section 4(a) shall be effective at the close of business on the date the stock split or combination occurs.

(b) Adjustments for Certain Dividends and Distributions. If the Corporation shall at any time or from time to time after the Initial Issuance Date make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in shares of Common Stock, then, and in each event, the applicable Conversion Price in effect immediately prior to such event shall be decreased as of the time of such issuance or, in the event such record date shall have been fixed, as of the close of business on such record date, by multiplying the applicable Conversion Price then in effect by a fraction:

(i) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and

(ii) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution.

(c) Adjustment for Other Dividends and Distributions. If the Corporation shall at any time or from time to time after the Initial Issuance Date make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in other than shares of Common Stock, then, and in each event, an appropriate revision to the applicable Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the holders shall receive upon conversions thereof, in addition to the number of shares of Common Stock receivable thereon, the number of securities of the Corporation or other issuer (as applicable) or other property that they

5

would have received had the shares of Class A Non-Voting Common Stock been converted into Common Stock on the date of such event and had thereafter, during the period from the date of such event to and including the Conversion Date, retained such securities (together with any distributions payable thereon during such period) or assets, giving application to all adjustments called for during such period under this Section 4(c) with respect to the rights of each holder; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

(d) Adjustments for Reclassification. Exchange or Substitution. If the Common Stock at any time or from time to time after the Initial Issuance Date shall be changed to the same or different number of shares or other securities of any class or classes of stock or other property, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends provided for in Section 4(a), Section 4(b), and Section 4(c), or a reorganization, merger, consolidation, or sale of assets provided for in Section 4(e)), then, and in each event, an appropriate revision to the Conversion Price shall be made and provisions shall be made (by adjustments of the Conversion Price or otherwise) so that each holder shall have the right thereafter to convert shares of Class A Non-Voting Common Stock into the kind and amount of shares of stock or other securities or other property receivable upon reclassification, exchange, substitution or other change, by holders of the number of shares of Common Stock into which such shares of Class A Non-Voting Common Stock might have been converted immediately prior to such reclassification, exchange, substitution or other change, all subject to further adjustment as provided herein.

(e) Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. In case of any reorganization of the Corporation (or any other corporation the stock or other securities of which are at the time receivable on the conversion of the shares of Class A Non-Voting Common Stock) after the Original Issuance Date, or in case, after such date, the Corporation (or any such other corporation) shall consolidate with or merge into another corporation or entity or convey its shares of Common Stock or all or substantially all its assets to another corporation or entity (any such reorganization, sale or other event hereafter being referred to as a “Fundamental Transaction”), then and in each such case the holders of the shares of Class A Non-Voting Common Stock, as and at any time after the consummation of such Fundamental Transaction, shall be entitled to the stock or other securities and property (including cash) into which the shares of Class A Non-Voting Common Stock would have been convertible immediately prior to such Fundamental Transaction or such stock or other securities or property to which the shares of Class A Non-Voting Common Stock would have entitled if the shares of Class A Non-Voting Common Stock had been converted immediately prior to any such Fundamental Transaction (the “Alternate Consideration”), subject to further adjustment as provided in Section 4(a), Section 4(b), Section 4(c) and Section 4(d) in each such case. To the extent necessary to effectuate the foregoing provisions, any successor to the Corporation or surviving entity in such Fundamental Transaction shall file a new Certificate of Designation with the same terms and conditions and issue to the holders new stock consistent with the foregoing provisions and evidencing the holders’ right to convert such stock into Alternate Consideration. The terms of any agreement to which the Corporation is a party and pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 4(e) and ensuring that the Class A Non-Voting Common Stock (or any

6

such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. In the event of the merger or consolidation of the Corporation with or into another corporation, the Class A Non-Voting Common Stock shall maintain their relative rank, powers, designations and preferences provided for herein and no merger shall have a result inconsistent therewith. The Corporation shall cause to be delivered (via overnight courier, facsimile or email) to each holder, at its last address as it shall appear upon the books and records of the Corporation, written notice of any Fundamental Transaction at least ten (10) calendar days prior to the date on which such Fundamental Transaction is expected to become effective or close.

(f) Record Date. In case the Corporation shall take record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase Common Stock or convertible securities, then the date of the issue or sale of the shares of Common Stock shall be deemed to be such record date.

(g) No Impairment. The Corporation shall not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Section 4 and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of each holder against impairment.

(h) Certificates as to Adjustments. Upon occurrence of each adjustment or readjustment of the Conversion Price or number of shares of Common Stock issuable upon conversion of the shares of Class A Non-Voting Common Stock pursuant to this Section 4, the Corporation, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder a certificate setting forth such adjustment and readjustment, showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon written request of a holder, at any time, furnish or cause to be furnished to such holder a like certificate setting forth such adjustments and readjustments, the applicable Conversion Price in effect at the time, and the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon the conversion of the shares of Class A Non-Voting Common Stock.

5 Stock to be Reserved. The Corporation will at all times reserve and keep available out of its authorized but unissued Common Stock solely for the purpose of issuance upon the conversion of the Class A Non-Voting Common Stock as herein provided, such number of shares of Common Stock equal to the number of shares of Class A Non-Voting Common Stock issued and outstanding. The Corporation will take all such action within its control as may be necessary on its part to assure that all such shares of Common Stock may be so issued without violation of any applicable law or regulation, or of any requirements of any national securities exchange upon which the Common Stock of the Corporation may be listed.

6. No Waiver. Except as otherwise modified or provided for herein, the holders of Class A Non-Voting Common Stock shall also be entitled to, and shall not be deemed to have waived, any other applicable rights granted to such holders under the DGCL.

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C. Except as otherwise provided (i) by the DGCL, (ii) by this Article IV, or (iii) by resolutions, if any, of the Board of Directors of the Corporation (the “Board of Directors”) fixing the powers, designations, preferences and the relative, participating, optional or other rights of a separate class or series of capital stock of the Corporation, or the qualifications, limitations or restrictions thereof, the entire voting power of the shares of the Corporation for the election of directors and for all other purposes shall be vested exclusively in the Common Stock. Each holder of record of Common Stock, as such, shall have one vote for each share of Common Stock which is outstanding in his, her or its name on the books of the Corporation on all matters on which stockholders are entitled to vote generally. There shall be no cumulative voting. Each share of Common Stock shall be entitled to participate equally in all dividends payable with respect to the Common Stock and to share equally in all assets of the Corporation, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, or upon any distribution of the assets of the Corporation.

ARTICLE V

BOARD OF DIRECTORS

A. Except as otherwise provided in this Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

B. The total number of directors shall be determined as set forth in the Bylaws or from time to time by resolution adopted by the Board of Directors. Each director shall hold office until the annual meeting at which his or her term expires and until his or her successor shall be elected and qualified, or his or her death, resignation, retirement, disqualification or removal from office.

C. Any newly-created directorship on the Board of Directors that results from an increase in the number of directors and any vacancy occurring in the Board of Directors (whether by death, resignation, retirement, disqualification, removal or other cause) shall be filled only by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders); provided, that a vacancy of the Executive Chairman position on the Board of Directors resulting from the death, resignation, retirement, disqualification, removal or other cause of the Executive Chairman shall be filled by the Chief Executive Officer of the Corporation. Any director elected or appointed to fill a vacancy or newly created directorship shall hold office until the annual meeting at which her or her term expires and until his or her successor shall be elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal.

D. Elections of directors need not be by written ballot unless the Bylaws shall so provide.

E. An annual meeting of stockholders for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, if any, on such date, and at such time as shall be fixed exclusively by resolution of the Board of Directors or a duly authorized committee thereof.

F. Any director, or the entire board of directors, may be removed from office at any time, with or without cause, by the affirmative vote of the holders of a majority of the voting power of the outstanding shares of capital stock (other than non-voting shares of Common Stock such as Class A Non-Voting Common Stock and/or Class B Non-Voting Common Stock) of the Corporation entitled to vote thereon, voting together as a single class.

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G. All directors shall have the same voting power.

ARTICLE VI

LIMITATION OF DIRECTOR LIABILITY AND INDEMNIFICATION

A. To the fullest extent permitted by the DGCL as it now exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty owed to the Corporation or its stockholders.

B. The Corporation shall, to the fullest extent permitted by Delaware law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment) indemnify and hold harmless any and all current or former directors and officers of the Corporation from and against any and all of the expenses, liabilities or losses reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that except with respect to proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Bylaws may provide that the Corporation shall indemnify any current or former director or officer in connection with a proceeding (or a part thereof) initiated by such director or officer only if such proceeding (or part thereof) was authorized by the Board of Directors. The Corporation shall, to the fullest extent permitted by Delaware law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader rights than such law permitted the Corporation to provide prior to such amendment), have the power to advance expenses to any and all current or former directors and officers of the Corporation and to provide indemnification or advance expenses to any and all current or former employees and agents of the Corporation or other persons.

C. The rights to indemnification and to the advancement of expenses conferred in this Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under this Certificate of Incorporation, the By-laws of the Corporation, any statute, agreement, vote of stockholders or disinterested Directors or otherwise.

D. Neither the amendment nor repeal of this Article VI, nor the adoption of any provision of this Certificate of Incorporation, nor, to the fullest extent permitted by the DGCL, any modification of law shall eliminate, reduce or otherwise adversely affect any right or protection of a current or former director of the Corporation existing at the time of such amendment, repeal, adoption or modification.

9

ARTICLE VII

AMENDMENT OF THE CERTIFICATE OF INCORPORATION AND BYLAWS

A. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, in addition to any vote required by applicable law, Articles IV, V, VI and VII in this Certificate of Incorporation may be amended, altered, repealed or rescinded, in whole or in part, or any provision inconsistent therewith or herewith may be adopted, only by the affirmative vote of the holders of at least two-thirds of the voting power of all the then-outstanding shares of stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

B. The Board of Directors is expressly authorized to make, repeal, alter, amend and rescind, in whole or in part, the bylaws of the Corporation (as in effect from time to time, the “Bylaws”) without the assent or vote of the stockholders in any manner not inconsistent with the DGCL or this Certificate of Incorporation. Notwithstanding anything to the contrary contained in this of the stockholders, in addition to any vote of the holders of any class or series of capital stock of the Corporation required herein, the Bylaws or applicable law, the affirmative vote of the holders of at least a majority of the voting power of all the then-outstanding shares of stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend, repeal or rescind, in whole or in part, any provision of the Bylaws or to adopt any provision inconsistent therewith.

C. For so long as the Corporation is listed on any stock exchange that is part of the TMX Group, the Corporation shall not amend this Certificate of Incorporation or its Bylaws without the approval of the applicable TMX Group stock exchange.

ARTICLE VIII

MISCELLANEOUS

If any provision or provisions of this Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of this Certificate of Incorporation (including, without limitation, each such portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service or for the benefit of the Corporation to the fullest extent permitted by law.

10

ARTICLE IX

EFFECTIVE DATE

The effective date of this Amended and Restated Certificate of Incorporation is July 12, 2021.

[Signature Page Follows]

11

IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Incorporation this 9^th day of July, 2021.

GLOBAL CROSSING AIRLINES GROUP INC.
By:	/s/ Ryan Goepel
Name:	Ryan Goepel
Title:	EVP/CFO

12

EX-4.2

Exhibit 4.2

Final Form

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED HEREBY, AND ANY SECURITIES ISSUABLE UPON EXERCISE OF SUCH SECURITIES, WILL NOT TRADE THE SECURITIES BEFORE AUGUST 30, 2021.

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF GLOBAL CROSSING AIRLINES INC. (THE “ISSUER”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACTOR (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE ISSUER AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

Warrant Certificate Number: 2021-51 Number of Warrants: 7,537,313

COMMON STOCK PURCHASE WARRANT

For the Purchase of 7,537,313 Shares of Common Stock

of

GLOBAL CROSSING AIRLINES GROUP INC.

Purchase Warrant. THIS CERTIFIES THAT, in consideration for the subscription of Units pursuant to that certain Securities Purchase Agreement, dated on or about April 20, 2021, by and between Global Crossing Airlines Group Inc., a Delaware corporation (the “Company”), and Ascent Global Logistics, Inc. 2068 E Street, Belleville, MI, 48111 (“Holder”), to which this “Purchase Warrant” is attached (the “Subscription Agreement”), Holder is entitled, at any time or from time to time from the date of the closing of Holder’s subscription of Units pursuant to the Subscription Agreement (the “Effective Date”), and at or before 5:00 p.m., Eastern time, sixty (60) months from the Effective Date (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 7,537,313 shares of common stock of the Company, par value $0.001 per share (the “Shares”), subject to adjustment as provided in Section 4 hereof. If the Expiration Date is a day on which banking institutions are authorized by applicable law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at US $1.50 per Share; provided, however, that upon the occurrence of any of the events specified in Section 4 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context.

1. Exercise.

1.1 Exercise Form. In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly executed and completed and delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Shares being purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check or official bank check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and expire. Within 5 days after the payment of the Purchase Price following the exercise of this Warrant (in whole or in part) and compliance with Sections herein, the Company at its expense shall issue in the name of and deliver to the Holder (i) a certificate or certificates for the number of fully paid and non-assessable shares of Warrant Stock to which the Holder shall be entitled upon such exercise, and (ii) a new Warrant of like tenor to purchase up to that number of shares of Warrant Stock, if any, as to which this Warrant has not been exercised if this Warrant has not expired. The Holder shall for all purposes be deemed to have become the holder of record of such shares of Warrant Stock on the date this Warrant was exercised (the date the Holder has fully complied with the requirements of Sections herein), irrespective of the date of delivery of the certificate or certificates representing the Warrant Stock; provided that, if the date such exercise is made is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of record of such shares of Warrant Stock at the close of business on the next succeeding date on which the stock transfer books are open.

1.2 Restriction on Exercise. Notwithstanding anything to the contrary contained in this Purchase Warrant, the Purchase Warrants shall not be exercisable by the Holder, and the Company shall not effect any exercise of the Purchase Warrant or otherwise issue any Shares pursuant hereto, to the extent (but only to the extent) that, after giving effect to such exercise, the Holder and its affiliates collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the issued and outstanding Shares of the Company after such exercise. To the extent the above limitation applies, the determination of whether the Purchase Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities owned by the Holder or any of its affiliates) and of which such securities shall be convertible, exercisable or exchangeable (as among all such securities owned by the Holder and its affiliates) shall, subject to the Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Purchase Warrant or to issue Shares pursuant to this Section 1.2 shall have any effect on the applicability of the provisions of this Section 1.2 with respect to any subsequent determination of convertibility. For purposes of this Section 1.2, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with the Securities Exchange Act of 1934 (the “Exchange Act”). The limitations contained in this Section 1.2 shall apply to a successor holder of the Purchase Warrant. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one business day confirm orally and in writing to the Holder the number of Shares then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Shares, including, without limitation, pursuant to this Purchase Warrant.

1.3 Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. In case of any reorganization of the Company (or any other corporation the stock or other securities of which are at the time receivable in exchange for the shares of Common Stock), or in case the Company (or any such other corporation) shall consolidate with or merge into another corporation or entity or convey all or substantially all its shares or assets to another corporation or entity (any such reorganization or other event hereafter being referred to as a “Fundamental Transaction”), then and in each such case this Purchase Warrant, as and at any time after the consummation of such Fundamental Transaction, shall be exercisable for such stock or other securities for which this Purchase Warrant would have exercisable immediately prior to any such Reorganization (the “Alternate Consideration”). To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new Purchase Warrant consistent with the foregoing provisions and evidencing the holder’s right to exercise such Purchase Warrant into the Alternate Consideration. The terms of any agreement to which the Company is a party and pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 1.3 and ensuring that the Common Stock (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. In the event of the merger or consolidation of the Company with or into another corporation, the shares of Common Stock shall maintain their relative rank, powers, designations and preferences and no merger shall have a result inconsistent there with. The Company shall cause to be delivered (via overnight courier, facsimile or email) to the Holder, at its last address as it shall appear upon the books and records of the Company, written notice of any Fundamental Transaction at least ten (10) calendar days prior to the date on which such Fundamental Transaction is expected to become effective or close.

1.4 Legend. Each certificate for the securities purchased under this Purchase Warrant shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (the “Act”):

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW. NEITHER THE SECURITIES NOR ANY INTEREST THERE IN MAYBE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE LAW WHICH, IN THE OPINION OF COUNSEL TO THE COMPANY, IS AVAILABLE.”

In addition, until the date that is four months and one day after the issuance of this Purchase Warrant, each certificate for the securities purchased under this Purchase Warrant shall bear a legend as follows:

“WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL AUGUST 30, 2021.”

2. Transfer.

2.1 General Restrictions. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto duly executed and completed, together with the Purchase Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within five (5) Business Days transfer this Purchase Warrant on the books of the Company and shall execute and deliver a new Purchase Warrant or Purchase Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Shares purchasable hereunder or such portion of such number as shall be contemplated by any such assignment.

2.2 Restrictions Imposed by the Securities Act. The securities evidenced by this Purchase Warrant shall not be transferred unless and until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the U.S. Securities Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Cozen O’Connor shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the registration statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.

3. New Purchase Warrants to be Issued.

3.1 Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price, the Company shall cause to be delivered to the Holder without charge a new Purchase Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of Shares purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned.

3.2 Lost Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Purchase Warrant and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new Purchase Warrant of like tenor and date. Any such new Purchase Warrant executed and delivered as a result of such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.

4. Adjustments.

4.1 Adjustments to Exercise Price and Number of Securities. The Exercise Price and the number of Shares underlying the Purchase Warrant shall be subject to adjustment from time to time as hereinafter set forth:

4.1.1 Share Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 4.3 below, the number of outstanding Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective day thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Shares, and the Exercise Price shall be proportionately decreased.

4.1.2 Aggregation of Shares. If, after the date hereof, and subject to the provisions of Section 4.3 below, the number of outstanding Shares is decreased by a consolidation, combination or reclassification of Shares or other similar event, then, on the effective date thereof, the number of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding Shares, and the Exercise Price shall be proportionately increased.

4.1.3 Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares other than a change covered by Section 4.1.1 or 4.1.2 hereof or that solely affects the par value of such Shares, or in the case of any share reconstruction or amalgamation or consolidation of the Company with or into another corporation or other entity (other than a consolidation or share reconstruction or amalgamation in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Shares), or in the case of any sale or conveyance to another corporation or entity of the shares or property of the Company as an entirety or substantially as an entirety, the Holder of this Purchase Warrant shall have the right thereafter (until the expiration of the right of exercise of this Purchase Warrant) to receive, as if on an “as exercised basis” notwithstanding no actual exercise, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification,

reorganization, share reconstruction or amalgamation, or consolidation following any such sale or transfer, by a Holder of the number of Shares of the Company obtainable upon exercise (including for greater certainty as if on an “as exercised basis” notwithstanding no actual exercise) of this Purchase Warrant immediately prior to such event; and if any reclassification also results in a change in Shares covered by Section 4.1.1 or 4.1.2, then such adjustment shall be made pursuant to Sections 4.1.1, 4.1.2 and this Section 4.1.3. The provisions of this Section 4.1.3 shall similarly apply to successive reclassifications, reorganizations, share reconstructions or amalgamations, or consolidations, sales or other transfers.

4.1.4 Changes in Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this Section 4, and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Shares as are stated in the Purchase Warrants initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Purchase Warrants reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Effective Date or the computation thereof.

4.2 Substitute Purchase Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation of the Company with or into, another corporation or other entity (other than a consolidation or share reconstruction or amalgamation which does not result in any reclassification or change of the outstanding Shares), the corporation or other entity formed by such consolidation or share reconstruction or amalgamation shall execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive, upon exercise of such Purchase Warrant, the kind and amount of shares of stock and other securities and property receivable upon such consolidation or share reconstruction or amalgamation, by a holder of the number of Shares of the Company for which such Purchase Warrant might have been exercised immediately prior to such consolidation, share reconstruction or amalgamation, sale or transfer. Such supplemental Purchase Warrant shall provide for adjustments which shall be identical to the adjustments provided for in this Section 4. The above provision of this Section shall similarly apply to successive consolidations or share reconstructions or amalgamations.

4.3 Elimination of Fractional Interests. The Company shall not be required to issue certificates representing fractions of Shares upon the exercise of the Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may be, to the nearest whole number of Shares or other securities, properties or rights.

5. Reservation and Listing. The Company shall at all times reserve and keep available out of its authorized Shares, solely for the purpose of issuance upon exercise of the Purchase Warrants, such number of Shares or other securities, properties or rights as shall be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of the Purchase Warrants and payment of the Exercise Price therefor, in accordance with the terms hereby, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder. The Company further covenants and agrees that upon exercise of the Purchase Warrants and payment of the

exercise price therefor, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder. As long as the Purchase Warrants shall be outstanding, the Company shall use its commercially reasonable efforts to: (i) cause all Shares issuable upon exercise of the Purchase Warrants to be listed (subject to official notice of issuance) on all national securities exchanges (or, if applicable, on the OTC Bulletin Board or any successor trading market) on which the Shares may then be listed and/or quoted; (ii) make all requisite filings under the Securities Act (British Columbia) and the U.S. Securities Act, the regulations made thereunder including those necessary to remain a reporting issuer not in default of any requirement of such legislation and regulations and all applicable securities regulations; and (iii) to preserve and maintain its corporate existence.

5. Certain Notice Requirements.

5.1 Holder’s Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events described in Section 4 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other shareholders of the Company at the same time and in the same manner that such notice is given to the shareholders.

5.2 Events Requiring Notice. The Company shall be required to give the notice described in this Section 5 upon one or more of the following events: (i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all the holders of its Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed.

5.3 Notice of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section 5 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall describe the event causing the change and the method of calculating same and shall be certified as being true and accurate by the Company’s Chief Financial Officer.

5.4 Transmittal of Notices. All notices, requests, consents and other communications under this Purchase Warrant shall be in writing and shall be deemed to have been duly made when hand delivered, or mailed by express mail or private courier service: (i) if to the registered Holder of the Purchase Warrant, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to following address or to such other address as the Company may designate by notice to the Holders:

If to the Holder, to the name and address of the Holder set out on page 1 of this Warrant Certificate.

If to the Company:

Global Crossing Airlines Group

Bldg. 5A, Miami Int’l Airport, 4th Floor.

4200 NW 36th Street, Miami, FL, 33166

Attention: Ryan Goepel, EVP/Chief Financial Office

Email Address: ryan.goepel@globalxair.com

with a copy (which shall not constitute notice) to:

Cozen O’Connor

200 S. Biscayne Blvd.

Miami, FL 33131

Attn: Jahan Islami, Esq.; Martin Schrier, Esq.

Email Address: JIslami@cozen.com; MSchrier@cozen.com

6. Miscellaneous.

6.1 Amendments. Except as otherwise provided herein, this Purchase Warrant may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by the Company or the Holder of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Purchase Warrant shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

6.2 Severability. If any provision of this Agreement is determined to be void or unenforceable in whole or in part, such void or unenforceable provision shall not affect or impair the validity of any other provision of this agreement and shall be severable from this Agreement.

6.3 Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Purchase Warrant.

6.4 Entire Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection with this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

6.5 Binding Effect. This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions herein contained.

6.6 Governing Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought and enforced in the Delaware Chancery Court, Wilmington Delaware, or in the United States District Court for the District of Delaware, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Holder hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

6.7 Waiver, etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.

6.8 Execution in Counterparts. This Purchase Warrant may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties hereto. Such counterparts may be delivered by facsimile transmission or other electronic transmission.

6.9 Electronic Signature. This Warrant Certificate may be electronically signed on behalf of the Corporation by the Authorized Signing Officer of the Company and such electronic signature shall be deemed an original signature.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the 29^th day of April, 2021.

GLOBAL CROSSING AIRLINES GROUP INC.
By:	/s/ Sheila Paine
	Name: Sheila Paine
	Title: Corporate Secretary

[Form to be used to exercise Purchase Warrant]

Date:                 , 20        

The undersigned hereby elects irrevocably to exercise the Purchase Warrant for      shares of common stock, par value $0.001 per share (the “Shares”), of Global Crossing Airlines Group Inc., a Delaware corporation (the “Company”), and hereby makes payment of $                 (at the rate of $                 per Share) in payment of the Exercise Price pursuant thereto. Please issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been exercised.

Please issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been converted.

Signature

Signature Guaranteed                                

INSTRUCTIONS FOR REGISTRATION OF SECURITIES

Name:

(Print in Block Letters)

Address:

NOTICE: The signature to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities exchange.

[Form to be used to assign Purchase Warrant]

ASSIGNMENT

(To be executed by the registered Holder to effect a transfer of the within Purchase Warrant):

FOR VALUE RECEIVED,                      does hereby sell, assign and transfer unto the right to purchase shares of common stock, par value $0.001 per share, of Global Crossing Airlines Group Inc., a Delaware corporation (the “Company”), evidenced by the Purchase Warrant and does hereby authorize the Company to transfer such right on the books of the Company.

Dated:                , 20        

Signature

Signature Guaranteed                                

NOTICE: The signature to this form must correspond with the name as written upon the face of the within Purchase Warrant without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities exchange.

EX-4.3

Exhibit 4.3

THIS WARRANT CERTIFICATE, AND THE SECURITIES EVIDENCED HEREBY, WILL BE VOID AND OF NO VALUE UNLESS EXERCISED ON OR BEFORE 5:00 P.M. (EASTERN STANDARD TIME) ON MAY 4, 2023.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY (AND THE SECURITIES ISSUABLE ON THE DUE EXERCISE THEREOF) BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER JULY 10, 2020.

NEITHER THIS WARRANT NOR THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER APPLICABLE SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS WARRANT, THE HOLDER REPRESENTS THAT IT IS NOT A U.S. PERSON AS THAT TERM IS DEFINED IN REGULATION S UNDER THE SECURITIES ACT AND ANY RESALE OF SUCH WARRANT WILL BE MADE ONLY (1) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATIONS UNDER THE SECURITIES ACT OR (2) TO A PERSON WHOM THE HOLDER OF THIS WARRANT REASONABLY BELIEVES IS AN INSTITUTIONAL ACCREDITED INVESTOR (AS DEFINED UNDER THE SECURITIES ACT) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

GLOBAL CROSSING AIRLINES INC.

a corporation incorporated under the laws of the Province of British Columbia

and having its registered office at

4200 NW 36^th St, Miami, FI 31166

NO. GEM-001	2,106,290 WARRANTS
	Each whole warrant entitling the holder to acquire one common share of GLOBAL CROSSING AIRLINES INC. subject to adjustment as set forth herein, in accordance with the terms and conditions set forth herein.

WARRANTS

THIS IS TO CERTIFY THAT for value received GEM Global Fund LLC SCS, whose registered office is at 412F, route d’Esch, L-2086 Luxembourg (the “Holder”) is the registered holder of the number of warrants stated above (each a “Warrant” and collectively, the “Warrants”) and is entitled for each whole Warrant represented hereby to purchase one fully paid and non-assessable variable voting share, subject to adjustment as hereinafter provided (each a “Share” and collectively the “Shares”), in the capital of GLOBAL CROSSING AIRLINES INC. (the “Corporation”), at any time and from time to time from the date of issue hereof up to and including 5:00 p.m. (Eastern Standard Time) on May 4, 2023 (the “Expiry Time”), at a price of $0.50 per Share (the “Exercise Price”).

For purposes of this Warrant Certificate:

(i) “Shares” means the Shares which are issuable upon the exercise from time to time of these Warrants; and

(ii) “$” means Canadian dollars.

TERMS AND CONDITIONS

1. As and from the date that is four months and one day following the date of the RTO or, if the RTO has not been completed by May 4, 2020, the date that is four months and one day from the date that is four months and one day from the date of the Agreement dated May 4, 2020 between the Corporation and the Holder at any time and from time to time at or prior to the Expiry Time (the “Exercise Period”), the Holder may exercise all or any number of whole Warrants represented hereby, upon delivering to the Corporation at its principal office noted above, this Warrant Certificate, together with a duly completed and executed subscription notice in the form attached hereto (the “Subscription Notice”) evidencing the election of the Holder to exercise the number of Warrants set forth in the Subscription Notice (which shall not be greater than the number of Warrants represented by this Warrant Certificate) and a certified cheque, money order or bank draft payable to the Corporation for the aggregate Exercise Price of all Warrants being exercised. If the Holder is not exercising all Warrants represented by this Warrant Certificate, the Holder shall be entitled to receive, without charge, a new Warrant Certificate representing the number of Warrants which is the difference between the number of Warrants represented by the then original Warrant Certificate and the number of Warrants being so exercised.

2. The Holder shall be deemed to have become the holder of record of Shares on the date (the “Exercise Date”) on which the Corporation has received a duly completed Subscription Notice, delivery of the Warrant Certificate and payment of the full aggregate Exercise Price in respect of the Warrants being exercised pursuant to such Subscription Notice; provided, however, that if such date is not a business day in the City of New York, New York or in the City of Miami, Florida (a “Business Day”) then the Shares shall be deemed to have been issued and the Holder shall be deemed to have become the holder of record of the Shares on the next following Business Day. Within five (5) Business Days of the Exercise Date, the Corporation shall issue and deliver (or cause to be delivered) to the Holder, by registered mail or pre-paid courier to his, her or its address specified in the register of the Corporation, one or more certificates for the appropriate number of issued and outstanding Shares to which the Holder is entitled pursuant to the exercise of Warrants. All costs, expenses, transfer taxes and other charges payable in connection with the issue and delivery of the Shares shall be at the sole expense of the Corporation (other than withholding tax, if any).

3. The Corporation covenants and agrees that, until the Expiry Time, while any of the Warrants represented by this Warrant Certificate shall be outstanding, it shall reserve and there shall remain unissued out of its authorized capital a sufficient number of Shares to satisfy the right of purchase herein provided, as such right of purchase may be adjusted pursuant to Sections 4 and 6 of this Warrant Certificate. The Corporation represents and warrants that all Shares which shall be issued upon the exercise of the right to purchase herein provided for, upon payment of the aggregate Exercise Price at which Shares may at that time be purchased pursuant to the provisions hereof, shall be issued as fully paid and non-assessable shares and the holders thereof shall not be liable to the Corporation or its creditors in respect thereof. The Corporation further represents and warrants that this Warrant Certificate is a legal, valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws effecting creditors’ rights generally and that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction. The Corporation covenants that it will make all requisite filings under applicable laws in connection with the exercise of the Warrants and issue of Shares.

4. In order to deliver Shares without any resale restriction to the Holder on the Exercise Date, the Corporation shall arrange for the Share Lenders to lend Common Shares to the Holder for delivery on the Exercise Date. In such cases, the loan shall be made on the following terms:

(a) the total number of Common Shares which shall be offered for loan (the “Loan Shares”) shall be equal to the Shares to be delivered by the Corporation to the Holder on the Exercise Date;

(b) the Share Lender shall deliver on the Exercise Date the Loan Shares which are to be loaned (the “Loan”) to the securities account designated by the Holder in the Subscription Notice;

(c) each Loan shall be concluded for a term commencing on the date of delivery of the Loan Shares to the Holder (which must not be later than the Exercise Date) and ending on the day set out in paragraph (f) below;

(d) if the Corporation pays a dividend or makes a distribution to the holders of the Common Shares during the term of any Loan, the Holder shall pay to the Share Lender (at the time when the Holder receives the corresponding payment from the Corporation in accordance with indemnity set out further in this paragraph) in cash an amount equal to such dividend or distribution so made by the Corporation in respect to the Loan Shares. If the Corporation pays a dividend or makes any other distribution to the holders of Common Shares during the term of any Loan, the Corporation shall indemnify the Holder in respect of any and all sums that the Holder may incur in order to comply with this paragraph in order to pay the Share Lender the sums of any dividends or distributions, and from such sums will be deducted any net sum received by the Holder as dividend in respect to the Loan Shares;

(e) each Loan shall be instrumental to the Corporation for the purpose of this Warrant Certificate and it shall carry no consideration payable by the Holder to the Share Lender irrespective of any arrangements that may be agreed between the Corporation and the Share Lender in relation to the Loan;

(f) within one trading day after the Shares to be issued and delivered to the Holder pursuant to this Warrant have been Listed and delivered to the Holder, the Holder shall repay the balance of the relevant Loan by transferring a number of Common Shares which is equal to the number of outstanding Loan Shares to the Share Lender;and

(g) the Holder shall have no obligation to repay the balance of the relevant loan, and the Share Lender shall have not right to claim for any outstanding Loan Shares, until the Shares issued pursuant to this Warrant have been issued, delivered to the Holder, registered with the share register and Listed.

5. The Exercise Price (and the number of Shares purchasable upon exercise) shall be subject to adjustment from time to time in the events and in the manner provided as follows:

(a) Share Reorganization. If during the Exercise Period the Corporation shall:

(i) issue Shares or securities exchangeable for or convertible into Shares to holders of all or substantially all of its then outstanding Shares by way of stock dividend or other distribution, or

(ii) subdivide, redivide or change its outstanding Shares into a greater number of Shares, or

(iii) consolidate, reduce or combine its outstanding Shares into a lesser number of Shares,

(any of such events in these paragraphs (i), (ii) and (iii) being a “Share Reorganization”), then the Exercise Price shall be adjusted as of the effective date or record date, as the case may be, at which the holders of Shares are determined for the purpose of the Share Reorganization by multiplying the Exercise Price in effect immediately prior to such effective date or record date by a fraction, the numerator of which shall be the number of Shares outstanding on such effective date or record date before giving effect to such Share Reorganization and the denominator of which shall be the number of Shares outstanding as of the effective date or record date after giving effect to such Share Reorganization (including, in the case where securities exchangeable for or convertible into Shares are distributed, the number of Shares that would have been outstanding had such securities been fully exchanged for or converted into Shares on such record date or effective date). From and after any adjustment of the Exercise Price pursuant to this Section 4(a), the number of Shares purchasable pursuant to this Warrant Certificate shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Shares then otherwise purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.

(b) Rights Offering. If and whenever during the Exercise Period the Corporation shall fix a record date for the issue or distribution of rights, options or warrants to all or substantially all of the holders of Shares under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issue to subscribe for or purchase Shares or securities exchangeable for or convertible into Shares at a price per share to the holder (or having a conversion price or exchange price per Share) of less than 95% of the Current Market Price (as defined in Section 5 hereof) for the Shares on such record date (any of such events being called a “Rights Offering”), then the Exercise Price shall be adjusted effective immediately after the record date for the Rights Offering to a price determined by multiplying the Exercise Price in effect on such record date by a fraction:

(i) the numerator of which shall be the aggregate of:

(A) the number of Shares outstanding as of the record date for the Rights Offering, and

(B) a number determined by dividing either

I. the product of the number of Shares offered under the Rights Offering and the price at which such Shares are offered,

or, as the case may be,

II. the product of the exchange or conversion price per share of such securities offered and the maximum number of Shares for or into which the securities so offered pursuant to the Rights Offering may be exchanged or converted,

by the Current Market Price of the Shares as of the record date for the Rights Offering; and

(ii) the denominator of which shall be the aggregate of the number of Shares outstanding on such record date after giving effect to the Rights Offering and including the number of Shares offered pursuant to the Rights Offering (including shares issuable upon exercise of the rights, warrants or options under the Rights Offering or upon the exercise of the exchange or conversion rights contained in such exchangeable or convertible securities under the Rights Offering).

Any Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such calculation. To the extent that such Rights Offering is not so made or any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or if such expired rights, options or warrants had not been issued. From and after any adjustment of the Exercise Price pursuant to this Section 4(b), the number of Shares purchasable pursuant to this Warrant Certificate shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Shares then otherwise purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.

(c) Special Distribution. If and whenever during the Exercise Period the Corporation shall issue or distribute to all or to substantially all the holders of the Shares:

(i) securities of the Corporation including shares, rights, options or warrants to acquire shares of any class or securities exchangeable for or convertible into or exchangeable into any such shares, or

(ii) any cash (other than cash dividends made in the ordinary course), property or other assets or evidences of its indebtedness,

and if such issuance or distribution does not constitute a Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a “Special Distribution”), the Exercise Price shall be adjusted immediately after the record date for the Special Distribution so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction:

(i) the numerator of which shall be the difference between:

(A) the amount obtained by multiplying the number of Shares outstanding on such record date by the Current Market Price of the Shares on such record date, and

(B) the fair value (as determined by the directors of the Corporation) to the holders of such Shares of such Special Distribution; and

(ii) the denominator of which shall be the total number of Shares outstanding on such record date multiplied by such Current Market Price of the Shares on such record date.

Any Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation. To the extent that such Special Distribution is not so made or any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed

or if such expired rights, options or warrants had not been issued. From and after any adjustment of the Exercise Price pursuant to this Section 4(c), the number of Shares purchasable pursuant to this Warrant Certificate shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Shares then otherwise purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.

(d) Capital Reorganization. If and whenever during the Exercise Period there shall be a reclassification or redesignation of Shares at any time outstanding or a change of the Shares into other shares or into other securities or any other capital reorganization (other than a Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification or redesignation of the outstanding Shares or a change of the Shares into other securities), or a transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation or other entity (any of such events being herein called a “Capital Reorganization”), the Holder, where he, she or it has not exercised the right of subscription and purchase under this Warrant Certificate prior to the effective date or record date, as the case may be, of such Capital Reorganization, shall be entitled to receive, and shall accept upon the exercise of such right for the same aggregate consideration, in lieu of the number of Shares to which such Holder was theretofore entitled upon such exercise, the kind and aggregate number of shares, other securities or other property which such holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof, he had been the registered holder of the number of Shares to which such holder was theretofore entitled to subscribe for and purchase; provided however, that no such Capital Reorganization shall be carried into effect unless all necessary steps shall have been taken by the Corporation to so entitle the Holder. If determined appropriate by the board of directors of the Corporation, acting reasonably and in good faith, and subject to the prior written approval of the principal Canadian stock exchange or over-the-counter market on which the Shares are then listed or quoted for trading if required by such stock exchange or over-the-counter market, appropriate adjustments shall be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Section 4 with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth in this Section 4 shall thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares, other securities or other property thereafter deliverable upon the exercise of any Warrant. Any such adjustments shall be made by and set forth in terms and conditions supplemental hereto approved by the board of directors of the Corporation, acting reasonably and in good faith.

(e) If on July 10, 2021 the Current Market Price of the Shares is less than 90 % of then- current Exercise Price, the Exercise Price shall be adjusted to 105% of the Current Market Price at that time.

(f) Subject to the approval of the TSX Venture Exchange, if applicable, if and whenever at any time after the date hereof and prior to the Expiry Time, the Corporation takes any action affecting its Shares to which the foregoing provisions of this Section 4, in the opinion of the board of directors of the Corporation, acting reasonably and in good faith, are not strictly applicable, or if strictly applicable would not fairly adjust the rights of the Holder against dilution in accordance with the intent and purposes thereof, or would otherwise materially affect the rights of the Holder hereunder, then the

Corporation shall execute and deliver to the Holder an amendment hereto providing for an adjustment in the application of such provisions so as to adjust such rights as aforesaid in such a manner as the board of directors of the Corporation may determine to be equitable in the circumstances, acting reasonably and in good faith. The failure of the taking of action by the board of directors of the Corporation to so provide for any adjustment on or prior to the effective date of any action or occurrence giving rise to such state of facts will be conclusive evidence, absent manifest error, that the board of directors has determined that it is equitable to make no adjustment in the circumstances.

6. The following rules and procedures shall be applicable to the adjustments made pursuant to Section 4:

(a) The adjustments provided for in Section 4 are cumulative and shall be made successively whenever an event referred to therein shall occur, and shall, in the case of adjustments to the Exercise Price be computed to the nearest one-tenth of one cent subject to the following paragraphs of this Section 5.

(b) No adjustment in the Exercise Price shall be required unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment shall be made in the number of Shares purchasable upon exercise of this Warrant Certificate unless it would result in a change of at least one-hundredth of a Share; provided, however, that any adjustments which, except for the provisions of this Section 5(b) would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment. Notwithstanding Section 4 or 5 hereof, no adjustment shall be made which would result in an increase in the Exercise Price or a decrease in the number of Shares issuable upon the exercise of this Warrant Certificate (except in respect of a consolidation of the outstanding Shares).

(c) No adjustment in the Exercise Price or in the number of Shares purchasable upon exercise of Warrants shall be made in respect of any event described in Section 4, other than the events referred to in Sections 4(a)(ii) and (iii), if the Holder is entitled to participate in such event on the same terms, mutatis mutandis, as if it had exercised its Warrants prior to or on the effective date or record date, as the case may be, of such event. The terms of the participation of the Holder in such event shall be subject to the prior written approval, if applicable, of the principal Canadian stock exchange or over-the-counter market on which the Shares are then listed or quoted for trading.

(d) No adjustment in the Exercise Price shall be made pursuant to Section 4 in respect of the issue from time to time:

(i) of Shares purchasable on exercise of the Warrants represented by this Warrant Certificate;

(ii) of Shares to holders of Shares who exercise an option or election to receive substantially equivalent dividends in Shares in lieu of receiving a cash dividend pursuant to a dividend reinvestment plan or similar plan adopted by the Corporation in accordance with the requirements of the principal Canadian stock exchange or over-the-counter market on which the Shares are then listed or quoted for trading and applicable securities laws; or

(iii) of Shares pursuant to any stock option, stock option plan, stock purchase plan or benefit plan in force at the date hereof for directors, officers, employees or consultants of the Corporation, as such option or plan is amended or superseded from time to time in accordance with the requirements of the principal Canadian stock exchange or over-the-counter market on which the Shares are then listed or quoted for trading and applicable securities laws, and such other stock option, stock option plan or stock purchase plan as may be adopted by the Corporation in accordance with the requirements of the principal Canadian stock exchange or over-the-counter market on which the Shares are then listed or quoted for trading and applicable securities laws;

and any such issue shall be deemed not to be a Share Reorganization or Capital Reorganization.

(e) If the Corporation shall set a record date to determine the holders of the Shares for the purpose of entitling them to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such shareholders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Shares purchasable upon exercise of any Warrant shall be required by reason of the setting of such record date.

(f) As a condition precedent to the taking of any action which would require any adjustment in any of the subscription rights pursuant to this Warrant Certificate, including the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise thereof, the Corporation shall take any corporate action which may, in the opinion of counsel, be necessary in order that the Corporation have unissued and reserved Shares in its authorized capital, and may validly and legally issue as fully paid and non-assessable all the shares or other securities which the Holder of such Warrant Certificate is entitled to receive on the full exercise thereof in accordance with the provisions hereof.

(g) For the purposes of this Warrant Certificate, “Current Market Price” of a Share at any date shall be calculated as the price per share equal to the closing price for the Shares on the principal Canadian stock exchange or, if the Shares are not listed, the over-the- counter market, on which the Shares are then listed or posted for trading on the Trading Day immediately prior to such date as reported by such exchange or market in which the Shares are then trading or quoted. If the Shares are not then traded in the over-the-counter market or on a recognized Canadian stock exchange, the Current Market Price of the Shares shall be the fair market value of the Shares as determined in good faith by a nationally or internationally recognized and independent investment dealer, investment banker or firm of chartered accountants.

(h) In the absence of a resolution of the board of directors of the Corporation fixing a record date for any dividend or distribution referred to in Section 4(a)(i) or any Rights Offering or Special Distribution, the Corporation shall be deemed to have fixed as the record date therefor the date on which such dividend or distribution, Rights Offering or Special Distribution is effected.

(i) Any question that at any time or from time to time arises with respect to the amount of any adjustment to the Exercise Price or other adjustments pursuant to Section 4 shall be conclusively determined by a firm of independent chartered accountants and shall be binding upon the Corporation and the Holder, absent manifest error. Notwithstanding the foregoing, such determination shall be subject to the prior written approval of the principal Canadian stock exchange or over-the-counter market on

which the Shares are then listed or quoted for trading if required by such stock exchange or over-the-counter market. In the event that any such determination is made, the Corporation shall notify the Holder in the manner contemplated in Section 16 describing such determination.

7. On the happening of each and every such event set out in Section 4, the applicable provisions of this Warrant Certificate, including the Exercise Price, shall, ipso facto, be deemed to be amended accordingly and the Corporation shall take all necessary action so as to comply with such provisions as so amended.

8. In any case in which Section 4 shall require that an adjustment shall be effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such an event:

(a) issuing to the holder of any Warrant exercised after such record date and before the occurrence of such event, the additional Shares issuable upon such exercise by reason of the adjustment required by such event, and

(b) delivering to such holder any distributions declared with respect to such additional Shares after such Exercise Date and before such event;

provided, however, that the Corporation shall deliver or cause to be delivered to such holder, an appropriate instrument evidencing such holder’s right, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price and/or the number of Shares purchasable on the exercise of any Warrant and to such distributions declared with respect to any additional Shares issuable on the exercise of any Warrant.

9. At least 21 days prior to the effective date or record date, as the case may be, of any event which requires or might require adjustment in any of the subscription rights pursuant to this Warrant Certificate, including the Exercise Price and the number of Shares which are purchasable upon the exercise thereof, or such longer period of notice as the Corporation shall be required to provide holders of Shares in respect of any such event, the Corporation shall notify the Holder of the particulars of such event and, if determinable, the required adjustment and the computation of such adjustment. In case any adjustment for which such notice has been given is not then determinable, the Corporation shall promptly after such adjustment is determinable notify the Holder of the adjustment and the computation of such adjustment.

10. The Corporation shall maintain a register of holders in which shall be entered the names and addresses of the holders of the Warrants and of the number of Warrants held by them. Such register shall be open at all reasonable times for inspection by the Holder. The Corporation shall notify the Holder forthwith of any change of address of the principal office of the Corporation.

11. Where the Holder is entitled to receive on the exercise or partial exercise of its Warrants a fraction of a Share, such right may only be exercised in respect of such fraction in combination with another Warrant or Warrants which in the aggregate entitle the Holder to receive a whole number of Shares. If a Holder is not able to, or elects not to, combine Warrants so as to be entitled to acquire a whole number of Shares, the Holder may not exercise the right to acquire a fractional Share, and, does not have the right to receive a cash equivalent in lieu thereof equal to such fraction of a Share multiplied by the Current Market Price.

12. Subject as herein provided, all or any of the rights conferred upon the Holder by the terms hereof may be enforced by the Holder by appropriate legal proceedings.

13. The registered Holder of this Warrant Certificate may at any time up to and including the Expiry Time, upon the surrender hereof to the Corporation at its principal office, exchange this Warrant Certificate for one or more Warrant Certificates entitling the Holder to subscribe in the aggregate for the same number of Shares as is expressed in this Warrant Certificate. Any Warrant Certificate tendered for exchange shall be surrendered to the Corporation and cancelled.

14. If this Warrant Certificate becomes stolen, lost, mutilated or destroyed, the Corporation shall, on such terms as it may in its discretion acting reasonably impose, issue and deliver to the Holder a new Warrant Certificate of like denomination, tenor and date as the Warrant Certificate so stolen, lost, mutilated or destroyed.

15. Nothing contained herein shall confer any right upon the Holder hereof or any other person to subscribe for or purchase any Shares of the Corporation at any time subsequent to the Expiry Time. After the Expiry Time this Warrant Certificate and all rights hereunder shall be void and of no value.

16. Except as expressly set out herein, the holding of this Warrant Certificate shall not constitute a Holder hereof a holder of Shares nor entitle it to any right or interest in respect thereof.

17. Unless herein otherwise expressly provided, any notice to be given hereunder to the Holder shall be deemed to be validly given if such notice is given by personal delivery or registered mail to the attention of the Holder at its registered address recorded in the registers maintained by the Corporation. Any notice so given shall be deemed to be validly given, if delivered personally, on the day of delivery and if sent by post or other means, on the fifth Business Day next following the sending thereof. In determining under any provision hereof the date when notice of any event must be given, the date of giving notice shall be included and the date of the event shall be excluded.

18. This Warrant Certificate and the Warrants represented hereby may be assigned with prior written consent of the Corporation, which consent shall not be unreasonably withheld.

19. Time is of the essence hereof.

20. This Warrant Certificate is binding upon the Corporation and its successors and assigns, provided that it shall not be assigned by the Corporation without the prior written consent of the Holder.

21. This Warrant Certificate and the Warrants represented hereby shall be governed by the laws of the Province of Québec and the federal laws of Canada applicable therein.

IN WITNESS WHEREOF this Warrant Certificate has been executed on behalf of GLOBAL CROSSING AIRLINES INC. as of the 10^th day of July, 2020.

GLOBAL CROSSING AIRLINES INC.
By:	/s/ Edward Wegel
	Edward Wegel
	Authorized Signing Officer
	Name: Edward J Wegel
	Title: Chairman/CEO

EX-5.1

Exhibit 5.1

[Letterhead of Cozen O’Connor]

December 13, 2021

Global Crossing Airlines Group Inc.

4200 NW 36th Street

Building 5A

Miami International Airport

Miami, Florida 33166

Re: Registration Statement on Form S-1

Ladies and Gentlemen:

We have acted as counsel to Global Crossing Airlines Group Inc., a Delaware corporation (the “Company”), in connection with a Registration Statement on Form S-1 (the “Registration Statement”) filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933, as amended (the “Securities Act”), relating to the offer and sale by certain selling stockholders of up to 20,761,112 shares of our common stock and Class B Non-Voting Common Stock, each par value $0.001 per share (collectively, the “Shares”). The Shares consist of:(i) 5,067,128 shares of common stock, (ii) up to 5,671,224 shares of common stock (the “Warrant Shares”) issuable upon exercise of outstanding warrants (the “Warrants”) and (iii) 10,022,760 shares of Class B Non-Voting Common Stock.

We have also examined such other documents and reviewed such questions of law as we have considered necessary and appropriate for the purposes of our opinions set forth below. In rendering our opinions, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of public officials. We have assumed that the Shares will be sold as described in the Registration Statement.

Based on the foregoing, we are of the opinion that (i) the Shares have been validly issued and are fully paid and non-assessable and (ii) the Warrant Shares issuable upon the exercise of the Warrants, upon issuance, delivery and payment therefor in accordance with the terms of the Warrants will be validly issued, fully paid and nonassessable.

Our opinions expressed above are limited to existing Delaware General Corporation Law.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to the reference to our firm under the heading “Legal Matters” in the prospectus constituting part of the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

Cozen O’Connor

EX-10.1

Exhibit 10.1

DATED AS OF                                                                          MAY 4, 2020

GLOBAL CROSSING AIRLINES INC.

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GEM YIELD BAHAMAS LIMITED

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GEM GLOBAL YIELD LLC SCS

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THE SHARE LENDERS

SHARE SUBSCRIPTION AGREEMENT

SHARE SUBSCRIPTION AGREEMENT

THIS AGREEMENT is made effective as of May 4, 2020

BETWEEN:

(1) Global Crossing Airlines Inc., a company incorporated under the laws of Delaware, having an office at 4200 NW 36^th St, Miami, FI 31166 (the “Company”);

(2) GEM GLOBAL YIELD LLC SCS, (together with its permitted successors and assigns), a company incorporated under the laws of Luxembourg whose registered office is at 412F, route d’Esch, L-2086 Luxembourg (the “Investor”);

(3) GEM Yield Bahamas Limited, a company incorporated in the Bahamas whose principal place of business is at Office of Lennox Paton Corporate Services Limited, Bayside Executive Park, Building 3, West Bay Street, P.O. Box N-4875, Nassau, Island of New Providence, Commonwealth of the Bahamas (“GYBL”); and

(4) The persons whose names and addresses are set out in Schedule 2 of this Agreement (the “Share Lenders”).

WHEREAS:

(A) The Company is contemplating an RTO (as defined below).

(B) The Investor wishes to subscribe, on the terms and subject to the conditions set out in this Agreement, for securities of the Resulting Company (as defined below) with an aggregate purchase price of up to CDN $100,000,000.

(B) The Share Lenders wish, on the terms set out in this Agreement, to lend Common Shares (as defined herein) to the Investor.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants, agreements, representations and warranties hereinafter set forth and the sum of CDN$10 paid by each Party to the other and other good and valuable consideration, the Parties hereto agree as follows:

IT IS AGREED:

1. DEFINITIONS

1.1 The following terms used in this Agreement shall, unless the context otherwise requires, bear the following meanings:

“Acceptance Notice”	shall have the meaning given in clause 2.3(d);
“Acceptance Period”	shall have the meaning given in clause 2.3(a);
“Affiliate”	has the meaning given to such term in the Securities Act (Québec);

“Applicable Jurisdictions”	the provinces or territories in Canada where the Resulting Company is a reporting issuer after the completion of the RTO;
“Applicable Securities Laws”	the applicable securities laws in the Applicable Jurisdictions where the Resulting Company is a reporting issuer and the respective rules, regulations, instruments, blanket orders and blanket rulings under such laws together with applicable published policies, policy statements and notices of the Applicable Securities Regulator in each of the provinces of Canada, and the Listing Rules, including the decisions of the securities commission or similar regulatory author in the Applicable Jurisdictions;
“Applicable Securities Regulators”	the securities commissions or securities regulatory authorities in the Applicable Jurisdictions, or the relevant province or territory of Canada as the context so requires;
“Black Scholes Value”	means the value of any Warrants (whether issued or to be issued) based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg reflecting (i) a risk-free interest rate corresponding to the treasury rate for a period equal to the term of such Warrants, (ii) an expected volatility equal to the greater of sixty per cent (60%) and the one hundred (100)-day volatility obtained from the HVT function on Bloomberg as of the date of calculation, and (iii) the underlying price per Common Share used in such calculation shall be the Closing Price on the date of calculation;
“Bloomberg”	Bloomberg Financial Markets;
“Business Day”	any day (except any Saturday or Sunday) on which banks in Miami, Florida, New York City, New York, and Montreal, Québec are generally open for business;
“CDN”	the lawful currency of Canada;
“Change of Control”	means the acquisition of Common Share of the Resulting Company as a result of which a person, group of persons or persons acting jointly or in concert, or persons associated or affiliated within the meaning of the Canada Business Corporations Act with any such person, group of persons or any of

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	such persons (collectively “Acquirors”), beneficially own or exercise control or direction over Common Shares such that the Acquirors would beneficially own or exercise control or direction over Common Shares which would entitle them to cast more than 50% of the votes attaching to all Common Shares;
“Closing Date”	shall have the meaning given in clause 3.3;
“Closing Price”	for Common Shares as of any date, shall be the last closing price for such shares on the Exchange as reported by Bloomberg or, if no such closing price is reported for such shares by Bloomberg, the last such closing trade price of such shares that is reported by Bloomberg, in each case appropriately adjusted for any Variations (to the extent that any such Variation has not already been reflected in such closing or trade price);
“Commitment Period”	the period commencing on the date of this Agreement and expiring on the earlier of: (a) the third anniversary of the date hereof; and (b) the date on which the Investor has subscribed for Common Shares with an aggregate Purchase Price of CDN$ 100,000,000;
“Common Shares”	Common Shares in the capital stock of the Resulting Company;
“Daily Trading Volume”	with respect to any Trading Day, the trading volume of the Common Shares on the Exchange, as reported by Bloomberg, provided that block trades as reported by Bloomberg and single trades of 100,000 or more, commonly known as single account cross trades, shall be disregarded for the purpose of calculating such trading volume;
“Draw Down Maximum”	the maximum number of Common Shares which can be stated in each Draw Down Notice such that: (i)  the number does not exceed 1,000 per cent of the average Daily Trading Volume during the 15 Trading Days immediately preceding the date of the relevant Draw Down Notice; and

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	(ii)  the number does not exceed such amount as, when multiplied by 90 per cent of the Closing Price on the Trading Day immediately prior to the issue of the relevant Draw Down Notice, and then added to the aggregate Purchase Price of all the Common Shares subscribed for pursuant to all prior closings, would be greater than CDN $100,000,000;
“Draw Down Notice”	a notice completed by the Resulting Company at any time during the Commitment Period and submitted to the Investor in the form attached hereto as Exhibit A, to which is attached written evidence satisfactory to the Investor of the Exchange its acceptance or its rejection of the subscription for or issuance of Common Shares contemplated by the notice;
“Draw Down Pricing Period”	a period of 15 consecutive trading days preceding a draw down closing date;
“Exchange”	TSX Venture Exchange;
“Excluded Day”	any Trading Day during an Acceptance Period: (a) on which: (i) the amount equal to 90 per cent of the Closing Price is less than the applicable Purchase Price or (ii) the Common Shares are not traded on the Exchange; or (b) in respect of which the Investor makes an election in accordance with clause 2.3(d);
“Fee”	has the meaning given in clause 2.4(a);
“Floor Price”	a price set by the Resulting Company in each Draw Down Notice below which the Resulting Company does not wish to issue Common Shares pursuant to such Draw Down Notice, which may be different in each Draw Down Notice;
“Group”	the Company, the Resulting Company and their Subsidiaries collectively and any body corporate or entity which directly or indirectly controls or is under common control with the Company or the Resulting Company, collectively;
“Investor’s Brokerage Account”	the Investor’s brokerage account which will provide the Investor with access to clearing and settlement services in the Settlement System in respect of the Common Shares;

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“Lien”	with respect to any asset, any mortgage, lien, pledge, encumbrance, charge, hypothec or security interest of any kind in or on such asset or the revenues or income therefrom save in so far as they arise or are created by operation of law or in the normal course of trading;
“Listing”	admission to listing (if applicable) on the Exchange and any applicable official list and trading on the Exchange, and the terms “List” and “Listed” shall be construed accordingly;
“Listing Rules”	the rules and policies of the Exchange applicable to a Listed company from time to time;
“Loan”	has the meaning given in clause 3.1(a);
“Loan Shares	has the meaning given in clause 3.1(a);
“Market Out”	the right of the Investor to decline to purchase Common Shares in connection with a Draw Down Notice on one or more occasions if the Exchange refuses to accept or approve any subscription to or issuance of, any Common Shares pursuant to this Agreement for any reason whatsoever, including in respect of the Purchase Price;
“Market Price”	Closing Price on the Exchange for the fifteen (15) Trading Days preceding the relevant date;
“Material Adverse Event”	any event or series of events which has led or may reasonably be expected to lead to (a) any material adverse effect on the business, operations, properties, financial condition or prospects of the Group, taken as a whole, (b) any condition, circumstance or situation that would prohibit or interfere with the ability of any member of the Group from performing or otherwise materially interfere with the authority or ability of any member of the Group to perform its obligations under or in respect of this Agreement or the Common Shares, (c) the Common Shares ceasing to be Listed, or (d) the Listing of the Common Shares, or trading in Common Shares on the Exchange, being suspended for five (5) or more consecutive Trading Days;
“Material Change in Ownership”	any event or series of events which has led or would, upon completion, to a person or group of persons acting jointly or in connection with more than 50% per cent of the outstanding Common Shares;

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“Notice Date”	the date of delivery of a relevant Draw Down Notice;
“Person”	an individual or a corporation, a general or limited partnership, a trust, an incorporated or unincorporated association, a joint venture, a limited liability company, a limited liability partnership, a joint stock company, a government (or an agency or political subdivision thereof) or any other entity of any kind;
“Promissory Note”	a promissory note in the form set out at Exhibit B;
“Purchase Price”	shall mean, per Common Share, an amount equal to the greater of (i) 90 per cent of the average Closing Price during the Draw Down Pricing Period; and (ii) the Floor Price;
“Rejection Notice”	shall have the meaning given in clause 2.3(e);
“Resulting Company”	means the company resulting from the RTO, for greater certainty, the Resulting Company may mean the Company if the Company is the surviving entity of the RTO;
“Required Approvals”	shall have the meaning given in clause 4.1(g);
“RTO”	means the transaction, amalgamation, merger, arrangement or other transaction satisfactory to the Investor, involving the Company and an existing company listed on the Exchange pursuant to which the entity operating and/or owning the current business of the Company has its Common Shares listed on the Exchange;
“Securities”	means the Common Shares issuable pursuant to an Acceptance Notice, the Warrants and the Underlying Common Shares;
“Securities Act”	the United States Securities Act of 1933, as amended;
“Settlement System”	the system for electronic settlement of trades in Common Shares on the Exchange operated by CDS Canadian Clearing and Depository Services Inc. or other relevant entity with respect to a different Exchange on which the Common Shares are listed or jurisdiction in which the Common Shares are listed;
“Share Lender Purchase Notice”	shall have the meaning given in clause 2.3(e);

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“Solvent”	with respect to any Person on a particular date, such Person being able to pay its debts as they are generally due;
“Subscription Amount”	subject to the Draw Down Maximum, the aggregate number of Common Shares stated in each Draw Down Notice (which number may be different in each Draw Down Notice) that the Company wishes the Investor to subscribe for;
“Subscription Day”	the Trading Day immediately preceding the date of the applicable Draw Down Notice;
“Subsidiary”	has the meaning given to such term in the Securities Act (Québec);
“Trading”	trading of the Common Shares on the Exchange;
“Trading Day”	a day on which the Exchange is open and remains open for not less than 5 hours for general trading of securities;
“Underlying Common Shares”	means the Common Shares issuable upon exercise of the Warrants;
“United States”and “U.S. Person”	shall have the respective meanings set out in Regulation S Rule 902(k) under the Securities Act;
“Variation”	any variation to the share capital of the Company (including without limitation any subdivision, consolidation, capitalisation issue or scrip dividend or any issue of new shares other than for arm’s-length consideration) or any change of nominal value after the date of this Agreement.
“Warrant Agreement”	the warrant agreement in respect of Warrants to be entered into pursuant to this Agreement in the form set out in Exhibit F;
“Warrant Delivery Date”	shall have the meaning set out in clause Error! Reference source not found.
“Warranties”	the statements made in clause 4;
“Warrants”	the warrants to be issued pursuant to this Agreement in the form set out in Exhibit F;
“Warrants Payment”	shall have the meaning set out in clause 5.4.

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1.2 References to clauses, Schedules and Exhibits are, save where the context otherwise requires, to clauses of and schedules and exhibits to this Agreement.

2. DRAW DOWN NOTICE

2.1 Delivery of Draw Down Notice

Subject to the satisfaction (or waiver in writing by the Investor) of the conditions set forth in clause 2.2, on any Trading Day during the Commitment Period, the Resulting Company shall be entitled to issue a Draw Down Notice to the Investor, and, if such Draw Down Notice is issued, shall provide a copy of such Draw Down Notice to the Share Lenders. The Draw Down Notice shall be completed as required and duly executed and shall:

(a) specify the Floor Price and the Subscription Amount (as inserted by the Resulting Company); and

(b) be delivered on each occasion in the form of a duly completed Exhibit A.

A Draw Down Notice shall be irrevocable. The Resulting Company may issue as many Draw Down Notices as it may elect (each Draw Down Notice constituting a “placement”) during the Commitment Period provided that, after delivery of a Draw Down Notice, the Resulting Company may not, without the prior consent of the Investor, thereafter deliver a further Draw Down Notice until the expiry of the Acceptance Period relating to the Draw Down Notice already been delivered.

2.2 Conditions Precedent to the Delivery of a Draw Down Notice

The Resulting Company may issue a Draw Down Notice only if the following conditions have been and remain satisfied (or waived by the Investor in writing in respect of the relevant Draw Down Notice):

(a) The RTO has been completed to the satisfaction of the Investor, acting reasonably;

(b) To the satisfaction of the Investor, the Resulting Company (if it is not the Company) has intervened into this Agreement and become a party hereto;

(c) the Company shall have delivered, and the Investor shall have received originals, of this Agreement and the Promissory Note duly executed by the Company, and those agreements remain in full force and effect, enforceable against the Company and the Resulting Company in accordance with their terms and the Share Lenders shall have delivered and the Investor shall have received an original of this Agreement duly executed by the Share Lenders, and this Agreement shall remain in full force and effect, enforceable against the Share Lenders in accordance with its terms;

(d) the Share Lenders shall have delivered the Common Shares, free trading and unrestricted, to which the Draw Down Notice relates in electronic form into the account of the Investor;

(e) the Promissory Note has been duly executed and delivered to the Investor;

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(f) the Resulting Company has obtained all the Required Approvals in respect of the particular placement (in a form reasonably acceptable to the Investor) and such Required Approvals are in full force and effect such that 200 per cent of the number of Common Shares contemplated by the Draw Down Notice (or, if 90 per cent of the Closing Price on the Trading Day on which a Draw Down Notice is sent when (i) multiplied by 200 per cent of the number of Common Shares contemplated by the Draw Down Notice and (ii) added to the aggregate Purchase Price of all Common Shares already issued pursuant to Closing Notices would exceed CDN $100,000,000, such smaller number of Common Shares (being not less than 50 per cent of the number of Common Shares contemplated by the Draw Down Notice) as is capable of being issued without exceeding such CDN $100,000,000 limit) may be duly allotted and issued to the Investor;

(g) the issuance of Common Shares to the Investor will not require the Company to obtain the approval of its shareholders;

(h) the Common Shares remain Listed on the Exchange;

(i) the representations and warranties of the Company and the Resulting Company contained herein are true and correct in all material respects as of the relevant Subscription Day as repeated at that time by and with respect to the Company and the Resulting Company (except that representations and warranties that are expressed by their terms to be made as of a specific date need be true in all respects only as of such date);

(j) the Company and the Resulting Company and each Share Lender, have performed, satisfied and complied in all material respects with all covenants, obligations, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company and the Resulting Company or the Share Lender (as the case may be) at or prior to the date of the Draw Down Notice;

(k) no inquiry, investigation or other proceeding, whether formal or informal, has been commenced, announced or threatened, no order has been issued by any governmental or regulatory organisation or stock exchange and there has been no change of law or policy, or the interpretation or administration thereof, which operates or could operate to prevent, suspend, hinder, delay, restrict or otherwise have a significant adverse effect on the transactions contemplated by the Agreement or which could have a material adverse effect on the Investor;

(l) Listing of the Common Shares has not been suspended or threatened to be suspended by the Exchange during the 20 Trading Days prior to the relevant Subscription Day;

(m) there shall have been no reasonable allegation of fraud committed by or on the part of the Company or the Resulting Company, their officers, directors or shareholders and affiliates or their respective officers or directors;

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(n) no Material Adverse Event or Material Change in Ownership has occurred or is reasonably expected to occur; and

(o) the Draw Down Maximum has not been reached.

2.3 Acceptance or Rejection of Draw Down Notice

(a) Investor shall, subject to clause 2.3, within a period of either 10 Trading Days from the receipt of a Draw Down Notice from the Resulting Company, as elected by the Investor, (the period, as elected being the “Acceptance Period”) accept or, if any condition set forth in clause 2.2 has not been met or a Market Out event has occurred, reject the Draw Down Notice.

(b) Investor will wire the required funds to the Resulting Company in accordance with particulars provided by the Resulting Company from time to time on the first Trading Day after the expiry of an Acceptance Period.

(c) In the event that the Common Shares to which the Draw Down Notice relates exceed the Drawn Down Maximum, Investor shall not be obligated to accept the Draw Down Notice with respect to the number of shares that exceed the Draw Down Maximum (the “Excess Amount”) and the Draw Down Notice shall automatically be null and void with respect to such Excess Amount upon providing notice thereof to the Resulting Company and for greater certainty, the Acceptance Period shall be deemed to have expired in respect of such Excess Amount.

(d) In the event that the Common Shares to which the Draw Down Notice relates do not exceed the Draw Down Maximum, and the right of Market Out does not exist, no later than the last Business Day of an Acceptance Period, the Investor shall issue an “Acceptance Notice” in the form set forth as Exhibit C hereto. The Acceptance Notice shall specify how many Common Shares the Investor is purchasing, which shall be up to 200% of the Common Shares in any Draw Down Notice (and such total shall be subject to the dilution limits under the rules and policies of the Exchange). The Investor shall not be obligated to subscribe more than 50% of the Common Shares in any Draw Down Notice.

(e) In the circumstances in which the Market Out right exists, the Investor may deliver a “Rejection Notice” in the form set forth in Exhibit D hereto. In circumstances where the Investor has delivered a Rejection Notice to the Resulting Company, the Investor shall have the right, which right shall exist so long as this Agreement is in force, to elect to purchase Common Shares directly from the Share Lenders upon three Business Days’ notice to the Share Lenders (the “Share Lender Purchase Notice” in the form set forth as Exhibit E hereto). The Share Lender Purchase Notice shall specify how many Common Shares the Investor is purchasing, which shall be between 50 per cent and 200 per cent of the Common Shares contemplated by the Draw Down Notice less 1/15^th of the total shares for each Excluded Day. In the event that Investor elects to purchase the Common Shares directly from the Share Lenders, Investor and the Share Lenders hereby agree that, within three Business Days of the Share Lender Purchase Notice, Investor shall wire to one or more accounts designated by the Share Lenders an amount or amounts equal to the purchase price therefor. The price for the Common Shares so purchased from the Share Lenders shall be the Purchase Price.

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(f) For the purpose of calculating the obligation of the Investor during an Acceptance Period, if there has been a Material Adverse Event on any Trading Day during an Acceptance Period, the Investor shall be entitled, at its sole discretion, to elect to treat such Trading Day and any further Trading Day following such Trading Day during the relevant Acceptance Period as an Excluded Day.

(g) In the event where there is a Excluded Day, this day shall be excluded from the average price calculation and the Investor’s purchase obligation shall be reduced by 1/15^th .

2.4 Fee

(a) Upon completion of the RTO, the Resulting Company shall pay to GYBL a fee equal to two percent (2%) of the aggregate Purchase Price, being CDN $2,000,000 (the “Fee”). The Fee is payable, whether or not any Draw Down Notices have been delivered, as follows:

i. the first 25% of the Fee shall be paid within12 months from the date of this Agreement;

ii. an additional 25% of the Fee shall be paid within 18 months from the date of this Agreement; and

iii. the rest of 50% of the Fee shall be paid within 24 months from the date of this Agreement;

notwithstanding the foregoing, the total amount of the Fee becomes immediately due and payable upon (i) the occurrence of a Change of Control of the Company; (ii) the occurrence of a Material Adverse Event; or (iii) the occurrence of Material Change in Ownership of the Company; with the RTO not constituting a Change of Control or Material Change of Ownership.

(b) The Fee and the interest under clause 2.4(h) may be paid in cash or by the issuance of unrestricted, freely tradable Common Shares loaned pursuant to the share lending mechanism set out in this Agreement, at the five (5) day VWAP Price of the Common Shares of the Resulting Company on the Exchange;

(c) The Company shall, on the date of this Agreement, provide a Promissory Note as evidence of its obligation to pay the Fee (in cash or in shares as set out above) and the Resulting Company shall provide a Promissory Note in replacement thereof at completion of the RTO.

(d) The Investor shall be entitled to set off, on behalf of GYBL, subject to the provisions of clauses (a) above, such Fee against the Purchase Price for any placement which the Investor shall be obligated to pay to the Company or the Resulting Company. Any such set off or assignment shall be without prejudice to any other rights or remedies which the Investor may have against the Company or the Resulting Company.

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(e) GYBL hereby represents, warrants and covenants to the Company that all actions by the GYBL hereunder shall at all times be in compliance with applicable laws in all material respects;

(f) If for any reason:

(i) the Company or the Resulting Company fails to comply with its obligations to pay the Fee;

(ii) the Company or the Resulting Company has breached in any material respect any representation, warranty, covenant or agreement contained in this Agreement and (if such breach is curable) such breach is not cured within ten (10) Business Days following receipt by the Company of notice of such breach or there has been any Material Adverse Event;

(iii) the Company or the Resulting Company ceases to carry on business at any time before the Fee is paid; or

(iv) any steps are taken by any person to initiate any form of bankruptcy, insolvency, wratorship, tutorship or administration proceedings in relation to the Company or the Resulting Company before the Fee is paid,

the Fee at that time shall become immediately due and payable.

(g) Notwithstanding the foregoing, in the event this Agreement is terminated by the Company or the Resulting Company pursuant to clause 8.4 below or if the Investor refuses to purchase Common Shares in connection with a Draw Down Notice delivered by the Resulting Company to the Investor pursuant to the terms and conditions of this Agreement for which the right of Market Out does not apply, the outstanding balance of the Fee at such time shall cease to be due and payable by the Company or the Resulting Company, to GYBL and the Promissory Note shall be terminated and duly surrendered by GYBL to the Company or the Resulting Company.

(h) If any sum payable under this clause 2.4(a) is not paid on the due date of payment, interest shall accrue on such sum from and including the due date for payment to but excluding the date on which payment is made at a rate of 5 per cent above the base rate of Barclays Bank PLC from time to time.

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3. SUBSCRIPTION FOR COMMON SHARES

3.1 Delivery of Draw Down Notice & Share Lending

The Share Lenders shall be deemed, upon receipt of any Draw Down Notice, to offer (the “Offer”) to lend Common Shares to the Investor on the following terms:

(a) the total number of Common Shares which shall be offered for loan (the “Loan”) (excluding any Common Shares which have already been loaned and which have not yet been returned to the relevant Share Lender by the Investor pursuant to such loan) (the “Loan Shares”) shall be equal to 100 per cent of the Subscription Amount;

(b) the Investor shall be deemed to accept the Offer in full unless it shall have notified the Share Lenders otherwise on or prior to the date which is three (3) Trading Days after the date of the Draw Down Notice;

(c) the Investor’s Brokerage Account to be used for each delivery of Loan Shares shall be designated by the Investor not later than two (2) Trading Days after the delivery of a Draw Down Notice;

(d) the Share Lenders shall together deliver the Loan Shares to the Investor’s Brokerage Account promptly upon and, in any case, no later than three (3) Business Days from, being informed of the account information as contemplated by paragraph (c) above;

(e) the Loan Shares shall be freely transferable and unrestricted. In the event that the Loan Shares are not freely tradable and unrestricted, the Draw Down Notice shall be null and void; and

(f) subject to the reference to nominal consideration in the Recitals to this Agreement, the Share Lenders shall receive no consideration in connection with the Offer.

3.2 Further Terms of Share Lending

(a) Subject to clause 3.5, each Loan shall be concluded for a term commencing on the date of delivery of the Loan Shares to the Investor and ending on the day on which the Investor shall have discharged its obligations in respect thereof.

(b) The delivery of the Loan Shares to the Investor shall constitute a “loan” of the relevant securities, not a sale or other disposition of such securities, and accordingly beneficial ownership of the Loan Shares shall not pass to the Investor upon the delivery of the Loan Shares. Notwithstanding the foregoing sentence, until the date set for return of the Loan Shares under clause 3.2(d), the Investor shall have all of the incidents of ownership of the Loan Shares, including the right to transfer or trade the Loan Shares to others, except for the voting rights attached to the Loan Shares, which rights shall remain with the Share Lenders.

(c) Where the number of Loan Shares transferred to the Investor by the Share Lenders in connection with a Draw Down Notice is greater than the Subscription Amount specified in the corresponding Draw Down Notice, the Investor shall return to the Share Lender any Loan Shares received in excess of the Subscription Amount without undue delay, but in any case by no later than the first Business Day on which the Settlement System is in operation following the Closing Date.

(d) Immediately upon the Investor being issued Common Shares directly by the Company pursuant to this Agreement, the Investor shall use such Common Shares towards the repayment of any balance of the relevant Loan by transferring (or instructing a third party to transfer) a number of Common Shares which is equal to the number of outstanding Loan Shares to the Share Lenders.

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(e) Where there is at any time more than one Share Lender, (i) their obligations under this Agreement are undertaken by them jointly and severally; and (ii) subject to clause 3.5, the Share Lenders shall be responsible for telling the Investor to which of them any Common Shares are to be transferred or rights to receive Common Shares are to be assigned and any Loan Shares are to be returned.

3.3 Subscription Closing

Subject to:

(a) the satisfaction (or waiver in writing by the Investor) of the conditions set out in clause 2.2 as at the Subscription Day;

(b) the subscription and payment for the Common Shares pursuant to the relevant fully completed and duly executed Draw Down Notice and the Listing of such Common Shares not being prohibited or enjoined (temporarily or permanently) by any applicable law or governmental or other regulation including the Listing Rules (other than by reason of the Investor’s breach of its representations, warranties and/or undertakings in this Agreement); and

(c) no change having become effective between the date of this Agreement and each Closing Date, in any law or regulation (whether governmental or otherwise) which would adversely affect in any material aspect the holding or disposal of Common Shares by the Investor or the Investor’s rights in respect thereof:

no later than three (3) Business Days following the approval of the Exchange or, if the Settlement System is not in operation on that day, the next Trading Day on which the Settlement System is in operation (each, a “Closing Date”), the Resulting Company shall issue to the Investor the Common Shares subscribed for by the Investor.

3.4 Replacement of Share Lenders

A Share Lender may withdraw from this Agreement subject to notifying the Resulting Company and the Investor of its intention thereof and subject to a notice period of not less than 90 days. The Investor shall thereafter not have any obligations under this Agreement until one or more persons has executed a deed of adherence in which they confirm that they have become a party to this Agreement in the capacity of a Share Lender and agree to be bound by all applicable terms of this Agreement.

3.5 Substitution of Share Lenders

Notwithstanding clause 3.2(e), the Resulting Company may, at its sole discretion and at any time, request any Share Lender which has lent Loan Shares to the Investor, to be substituted with another Share Lender. Such substitutions should be completed pursuant to the terms and conditions of this Agreement adapted as required.

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3.6 Warranties of the Share Lenders

The warranties in this clause 3.6 shall be deemed to have been repeated as at each Subscription Day, as at each Closing Date and as at each date on which Common Shares become issued and Listed pursuant to this Agreement with reference to the facts and circumstances existing on that date. Each Share Lender hereby represents, warrants and undertakes to the Investor that the following statements are true and accurate in all respects:

(a) such Share Lender has the requisite power and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder;

(b) such Share Lender is the legal and beneficial owner of any Loan Shares it loans pursuant to this Agreement;

(c) the Loan Shares are freely tradeable and not subject to any statutory or other hold period or restriction on resale applicable to the Share Lender or the Loan Shares;

(d) such Share Lender is not required to obtain any consent, waiver, authorisation or order of, or make any filing or registration with, any court or other governmental or regulatory authority or other Person (including, without limitation, the approval of its director(s)) in connection with the execution, delivery and performance by it of this Agreement and as of the Subscription Day and as of the Closing Date any necessary consents and approvals have been obtained and remain in full force in respect of the lending of the Loan Shares;

(e) such Share Lender is resident in the place of incorporation as set out at Schedule 2.

4. REPRESENTATIONS WARRANTIES AND UNDERTAKINGS OF THE COMPANY AND THE RESULTING COMPANY

4.1 The Company hereby represents, warrants and undertakes to the Investor that the Warranties are true and accurate in all respects in respect of the Company as at the date of this Agreement and in respect of the Resulting Company, as at the date it has intervened into this Agreement. The Warranties shall be deemed to have been repeated by the Resulting Company as at each Subscription Day, as at each Closing Date and as at each date on which Common Shares become issued and Listed pursuant to this Agreement with reference to the facts and circumstances existing on that date.

(a) Organisation and Qualification

The Company, Resulting Company and each of their Subsidiaries are duly incorporated and validly existing under the laws of its jurisdiction of incorporation with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted.

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(b) Organisation of Share Capital

Common Shares for so long as this Agreement remains in force, will remain the only class of shares in the equity share capital of the Resulting Company, with limited voting right shares to be held by non-US Persons (where “equity share capital” refers to the issued shares of capital stock of the Resulting Company, excluding any class of shares which neither as respects dividends nor as respects capital carry any right to participate beyond a specified amount in the distribution) and the Resulting Company shall not for so long as this Agreement remains in force issue any shares in the equity share capital of the Resulting Company which have rights differing from those attaching to the equity share capital in issue as at the date of this Agreement.

(c) Authorisation; Enforcement

(i) The Company has, and the Resulting Company shall have, the requisite corporate power and authority to enter into this Agreement and on each Closing Date, to consummate the transactions contemplated by this Agreement that are to be consummated on that Closing Date and otherwise to carry out its obligations under this Agreement.

(ii) The execution and delivery of this Agreement and the completion by it of the transactions required hereby and thereby have been and will be duly authorised by all necessary action on the part of the Company, the Resulting Company and their directors and its shareholders.

(iii) This Agreement has been duly executed and delivered by the Company or on its behalf and the obligations assumed by the Company and the Resulting Company under this Agreement constitute and will constitute valid and binding obligations of the Company and the Resulting Company, enforceable against each of them in accordance with their terms.

(d) Share Capital

As at the Subscription Day, the issue of the Common Shares which may be issued as a result of the relevant Draw Down Notice will not be subject to any pre-emptive right to acquire, option, right of first offer or first refusal or similar rights.

(e) Issue of Common Shares

The Resulting Company will have on each Subscription Day and corresponding Closing Date, an adequate reserve of authorised but unissued Common Shares to enable it to allot and issue the number of Common Shares equal to the Subscription Amount set forth in the relevant Draw Down Notice and, if applicable, the number of the Underlying Common Shares issuable pursuant to the exercise of Warrants issued in connection with the relevant Draw Down Notice. When issued pursuant to this Agreement, the Securities shall be free of any Liens, duly authorised, validly issued, fully paid and non-assessable, and application shall be made forthwith for such Common Shares and if applicable, Underlying Common Shares, to be Listed.

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(f) No Conflicts

The execution, delivery and performance of this Agreement and the issue of Securities by the Resulting Company pursuant to this Agreement, and the completion by the Company and the Resulting Company, as applicable, of the transactions contemplated hereby, do not and will not conflict with or violate any provision of their constating documents.

(g) Consents and Approvals

Except for any necessary approvals from the Exchange, including with respect to the Listing of Common Shares issued pursuant to a Draw Down Notice and the internal approvals referred to in clause 4.1(c)(ii), none of the Company, the Resulting Company or any of their Subsidiaries is or shall be required to obtain any consent, waiver, authorisation or order of, or make any filing or registration with, any court or the Exchange in connection with the execution, delivery and performance of this Agreement and the issue of the Securities under each Draw Down Notice. As of Closing Date, any necessary consents and approvals from the Exchange in respect of the Securities required to be issued pursuant to any Draw Down Notice (collectively, the “Required Approvals”) shall have been obtained and shall be in full force and effect. The Resulting Company will, however, be required to file, following the issuance of any Securities hereunder or report in Form 45-106F1, within the prescribed period of time. The Company and the Resulting Company shall procure that all Loan Shares are Listed at all times, that all Common Shares and if applicable, Underlying Common Shares issued pursuant to this Agreement shall, subject to the Listing of the Common Shares already in issue remaining effective, be Listed with effect from the opening of business on the Trading Day after their issue date.

(h) Litigation; Proceedings

There is no action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of the directors of the Company or the Resulting Company, threatened against the Company, the Resulting Company or any of their Subsidiaries or any of their respective properties or assets before or by any court, governmental or administrative agency or regulatory authority which (i) relates to or challenges the legality, validity or enforceability of this Agreement; or (ii) could, individually or in the aggregate, be reasonably expected to impair materially the ability of the Company or the Resulting Company as applicable, to perform fully on a timely basis its obligations under this Agreement.

(i) Exchange

On each Subscription Day, the Resulting Company shall be unaware of any reason why the Exchange will not consent to and/or List the maximum number of Common Shares and if applicable, Underlying Common Shares, which may be issued pursuant to the applicable Acceptance Notice.

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(j) Non-Public Information

On each Subscription Day and each Closing Date, it is acknowledged that none of the Investor or any of its representatives or agents has been provided with any material information regarding or related to the Company, the Resulting Company or their operations, personnel, technologies or prospects that have not otherwise been made publicly available.

(k) No Insolvency or Bankruptcy

No member of the Group is insolvent or bankrupt, has committed any act of insolvency or bankruptcy. No transfer of property has been or is being made by any member of the Group and no obligation has been or is being incurred by any member of the Group in connection with the transactions contemplated by this Agreement or related documents with the intent to hinder, delay or defraud creditors of any member of the Group.

(l) Public Disclosure

The documents required to be filed by the Resulting Company under the disclosure obligations under Applicable Securities Laws (the “Public Disclosure”) have, are, at all times, and will have, been filed and conform in all material respects to the requirements of the Applicable Securities Laws. Such documents at the time of their filing: (i) are true and correct in all material respects; (ii) do not contain any misrepresentations; and (iii) do not omit to state a fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they will be made.

4.2 As at each Closing Date and as at each date on which Common Shares are to be issued pursuant to this Agreement, the Resulting Company shall be deemed to represent and warrant to the Investor that there shall have been no Material Adverse Event which occurred or became public or generally known, or which is reasonably expected to occur.

4.3 The Investor is entering into this Agreement and will subscribe for Common Shares in reliance on the representations, warranties, undertakings and covenants of the Company and the Resulting Company contained in this Agreement.

5. ISSUE OF WARRANTS

5.1 The Company shall issue and deliver to the Investor Warrants in accordance with this clause 5 “Issue of Warrants”, in the form set out in Exhibit F, that are exercisable within three (3) years of the date hereof to purchase up to 6% of the Common Shares of the Company on a fully-diluted basis as calculated upon the completion of the RTO. The Warrants shall have an exercise price, subject to adjustments as set out in Exibit F, equal to the greatest of (i) the Closing Price per Common Share on the first day of trading of the Resulting Company’s Common Shares, (ii) the pro-rata portion of the per share price of the common shares of the Company at an $8 million valuation and (iii) the lowest price accepted by the Exchange. Investor hereby agrees that it will not exercise any Warrants until a period of four months and one day from the date of the completion of the RTO has expired, or, if the RTO has not been completed by May     , 2020, until a period of four months and one day from the date of this Agreement has expired.

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5.2 The Company shall ensure that, in connection with, as a condition to the RTO and upon completion of the RTO, the Warrants shall be exchanged for Warrants issued by the Resulting Company with the same terms and conditions as set forth in Exibit F thereto, and such Warrants of the Resulting Company shall be to purchase up to 6% of the Common Shares of the Resulting Company on a fully diluted basis as at the completion of the RTO. For greater certainty, in respect of Warrants not issued on the date of this Agreement, delivery of a Draw Down Notice and an Acceptance Notice under clause 2.3(d) and the closing of a subscription under clause 3.3 shall be deemed to be a subscription for Common Shares and Warrants for such period as Warrants are issuable pursuant to this clause 5. The foregoing is without prejudice to the rights of the Investor under clause 5.4 in relation to the Warrants Payment in circumstances where the Warrants Payment becomes payable.

5.3 After having completed the RTO and on the first anniversary of the date of issuance of Warrants, if the Market Price of the Common Shares is less than 90 per cent of the then-current exercise price of the Warrants, the exercise price of any Warrants issued shall adjust to 105 per cent of the Market Price of the Common Shares at that time, subject to the approval of the Exchange.

5.4 All Warrants shall be delivered concurrently with the execution of this Agreement. In any case, regardless of whether there is any subscription for or purchase of Common Shares under this Agreement, if the Company or Resulting Company do not issue the Warrants pursuant to clause 5, on or before ninety (90) calendar days from the date of this Agreement (the “Warrant Delivery Date”), for any reason whatsoever, excepting failure to obtain approval from the Exchange, the Company or the Resulting Company, as the case may be, shall indemnify and pay to the Investor the equivalent value of the Black Scholes Value of any unissued Warrants as calculated on any Trading Day chosen soleby by the Investor during the three-year term of the Warrant and the Investor shall notify the Company or the Resulting Company in writing of such date on or before the end of the three-year term of the Warrant (the “Warrant Payment”).

5.5 The Share Lenders hereby agree that if any Underlying Shares are subject to any restriction or hold period, they shall lend such number of Common Shares as is equal to the relevant number of Underlying Shares to the holder on the terms set out in Exibit F.

5.6 The Warrants Payment, should it be required to be paid, shall be payable in cash by the Company, at its sole option, on the first Business Day after the 90-day period referenced in clause 5.4 has elapsed (the “Warrant Payment Date”) by wire transfer (for same day value on the first Business Day after the Warrant Payment Date) to an account of which the Investor shall have given written details to the Company or the Resulting Company for this purpose. Upon payment of the Warrant Payment, The Company or the Resulting Company shall have no further obligation to issue Warrants pursuant to this clause 5.

5.7 The Warrants are assignable with the Company or the Resulting Company’s prior written consent, which shall not be unreasonably withheld.

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5.8 For certainty,except if the Investor refuses to make a requested investment, as at the date of this Agreement, the Company has an obligation to the Investor (i) subject to the approval of the Exchange, to cause the Resulting Company to deliver Warrants to purchase up to 6% of the Common Shares on a fully diluted basis at the completion of the RTO and in accordance to this clause 5 or, (ii) if fewer than such number of Warrants are issued within ninety (90) calendar days from the date of the this Agreement, the Warrants Payment as calculated in accordance with clause 5.4.

5.9 Notwithstanding the foregoing, in the event the Company does not complete an RTO, or any other public transaction, but instead does complete a private transaction, including but not limited to a merger, acquisition, sale, share exchange or any other private business combination (“Non-RTO Transaction”), then the Investor will receive the Warrants calculated as follows: (i) exercise price for the Warrants shall be equal to the lesser of (a) ninety percent (90%) of the per share valuation of the Non-RTO Transaction or (b) the pro rata portion of the per share price of the common shares of the Company at an $8 million valuation; (ii) a number of Warrants to purchase 6% of the common shares of the Company on a fully diluted basis immediately prior to the Non-RTO Transaction; and (iii) the Warrants shall be exercised on a cashless basis such that the Investor shall receive consideration in the same form as the Company’s shareholders in the Non-RTO Transaction. All other provisions of clause 5 which do not conflict with this paragraph shall remain in full force and effect.

6. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE INVESTOR

6.1 The Investor hereby represents, warrants and undertakes to the Company and the Resulting Company that the following statements are true and accurate in all respects. The warranties are deemed to be repeated on each Subscription Day, each Closing Date and each date on which Common Shares are issued pursuant to this Agreement.

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(a) Organisation Authority

The Investor is a company duly formed, validly existing and currently resident under the laws of Luxemburg. The Investor has the requisite power and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder. The subscription for Common Shares and if applicable Warrants, pursuant to this Agreement by the Investor has been duly authorised by all necessary action on part of the Investor, its directors and shareholders. This Agreement has been duly executed and delivered by the Investor or on its behalf and the obligations assumed by the Investor pursuant to this Agreement are valid and legally binding obligations of the Investor, enforceable against the Investor.

(b) Non-U.S. Person Status

The Investor is organised in Luxemburg and the Investor is not a U.S. Person and is subscribing for the Common Shares, and, if applicable, Warrants, pursuant to, and subject to the terms and conditions of, this Agreement in offshore transactions within the meaning of Regulation S under the Securities Act.

(c) No Registration in the United States

(i) The Investor is aware that the Securities have not been, and will not be, registered under the Securities Act or the securities laws of any state, territory or district of the U.S. or any “blue sky” laws and that these Securities may not be offered or sold directly or indirectly in the U.S. without registration under the Securities Act or compliance with requirements of an exemption from registration and the Investor acknowledges that the Company and the Resulting Company have no present intention of filing a registration statement under the Securities Act in respect of such Securities and that no representations in that regard were otherwise made by the Company or the Resulting Company;

(ii) The Investor will not offer or sell the Securities in the United States unless such Securities are registered under the Securities Act and all applicable state securities or “blue sky” laws of the United States or an exemption from such registration requirements is available.

(iii) The offer to purchase Securities was not made to the Investor in the United States.

(iv) At the time of the applicable Acceptance Notice and at the time this Agreement was executed and delivered, the Investor (or the Investor’s authorized signatory) was outside of the United States.

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(d) Regulatory Filings

If Applicable Securities Laws so require, the Investor will sign, deliver and file or will assist the Company and the Resulting Company in filing the reports, commitments and other documents relating to the creation, issue and/or sale of the Securities that may be required by a securities commission, a stock exchange or another regulator, within the prescribed deadlines. To this effect, the Investor shall complete and transmit to the Company or the Resulting Company, as applicable, no later than on the date this Agreement is entered into or the date of the completion of the RTO, as applicable, all forms and filings required to be filed with the Exchange.

(e) Sale of Common Shares

(i) The Investor shall not at any time during the Commitment Period sell Common Shares exceeding the number of Common Shares which it owns and/or has the right to subscribe for pursuant to outstanding Draw Down Notices.

(ii) The Investor undertakes that it shall not on any Trading Day sell Common Shares exceeding such number as represent one 1/15^th of the Common Shares which it owns and/or has the right to subscribe for pursuant to an outstanding Draw Down Notice.

(iii) The Investor undertakes that during the Commitment Period it will not acquire, and the Investor shall not, notwithstanding any terms hereof, be obligated to acquire or subscribe for, any Common Shares which would in aggregate take its holding to more than 19.9 per cent of the outstanding Common Shares of the Resulting Company at any given time.

(f) Accredited Investor

The Investor is purchasing Securities as principal, for its own account and not for the benefit of another party and the Investor is an “accredited investor” (“Accredited Investor”) as such term is currently defined in National Instrument 45-106 entitled Prospectus Exemptions (Regulation 45-106 respecting prospectus and registration exemptions in Québec) under paragraph (n) of such definition.

(g) Resale of Securities

Other than as set out in this Agreement, the Investor does not have any current intention to sell the Securities and it will comply with Applicable Securities Laws concerning the purchase, holding and resale of the Securities.

(h) Financial Risks

The Investor acknowledges that it is able to bear the financial risks associated with an investment in the Securities issuable hereunder. The Investor is capable of evaluating the risks and merits of an investment in the Securities by virtue of its experience as an investor and its knowledge, experience, and sophistication in financial and business matters and the Investor is capable of bearing the entire loss of its investment in same.

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(i) Directed Selling Efforts

Neither the Investor nor any of its affiliates, nor any person acting on its or their behalf has engaged in or will engage in any form of general solicitation or general advertising with respect to offers or sales of the Securities, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or broadcast over radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

(j) Short Selling Restriction

The Investor covenants from and after the date hereof through and including date of termination of this Agreement, that none of the Investor, its Affiliates, associates, partners or insiders will hold, at any time, a net short position in Common Shares.

(k) Restrictions on Resales

In effecting any resales of Common Shares, the Investor will not engage in any sales, marketing or solicitation activities of the type undertaken by underwriters in the context of an offering of securities. The Investor will not:

(i) advertise or otherwise hold itself out as a dealer;

(ii) purchase or sell securities as principal from or to customers;

(iii) carry a dealer inventory in securities;

(iv) quote a market in securities;

(v) extend or arrange for the extension of credit in connection with securities transactions;

(vi) run a book of repurchase and reverse repurchase agreements;

(vii) use a carrying broker for securities transactions;

(viii) lend securities to customers;

(ix) participate in a selling group; or

(x) during an Acceptance Period, together with any affiliate, associate and subsidiaries, sell Common Shares.

(l) Unaffiliated Dealer

The Investor will not solicit offers to purchase Common Shares and will effect all sales of Common Shares through a dealer unaffiliated with the Investor and the Corporation and appropriately registered under Applicable Securities Laws.

(m) Exchange Approval

The Investor acknowledges and agrees that each placement of Securities will be subject to approval of the Exchange and there can be no guarantee that the Exchange will approve any issuance of Common Shares or Warrants beyond the first placement.

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Notwithstanding this clause, the Company and the Resulting Company hereby acknowledge and agree that the Fee and the Warrant Payment shall be due and payable in accordance with the terms of this Agreement, regardless of whether or not Exchange approval is granted. However, the Investor acknowledges that without Exchange approval, the Fee may only be paid in cash (rather than in Common Shares) and in such circumstance the Company shall be obliged to pay the Fee in cash only.

(n) No conflict

The execution, delivery and performance of this Agreement, and the completion by the Investor, as applicable, of the transactions contemplated hereby, do not and will not conflict with or violate any provision of its constating documents or with any agreement to which the Investor is a party.

(o) Consents and Approvals

The Investor is not required to obtain any consent or authorization in connection with the execution, delivery and performance by the Investor of this Agreement.

6.2 The Investor acknowledges that the Company is entering into this Agreement and will cause the Resulting Company to issue the Common Shares and if applicable, Warrants, in reliance on the representations, warranties, undertakings and covenants of the Investor contained in this Agreement.

7. OTHER AGREEMENTS OF THE PARTIES

7.1 Purpose

The subscription monies received by the Resulting Company pursuant to this Agreement shall be used for acquisition, working capital and general corporate purposes. They can be used simultaneously to listing on the Exchange.

7.2 Exclusivity

The Company agrees not to enter into a capital commitment agreement structured as a share subscription facility (an issue of shares to financial investors structured over time with each tranche and draw down made at the discretion of the Company) or a similar type or structure of agreement with any investors other than GYBL or the Investor until the transactions contemplated in this agreement are completed, or if they are not completed, until May 4, 2021. This provision does not limit the Company from raising funds by any other means including without limitation by way of the issuance of convertible debt.

7.3 Solicitation Materials

In relation to this Agreement, other than as may be required by law or any regulation or in connection with the RTO, the Company, the Resulting Company and their Affiliates and any Person acting on their behalf have not and shall not: (i) distribute any offering materials in connection with the offering and issuance of Securities; or (ii) solicit any offer to buy or sell such Securities by means of any form of general solicitation or advertising; or (iii) engage in any “directed selling efforts” as such term is defined in Rule 902 under the Securities Act; or (iv) take any action which would subject the issue of such Securities to registration requirements or to any securities laws of any applicable jurisdiction.

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7.4 No Endorsement or Recommendation

No agency, government entity, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, nor have any such agencies or government entities made any recommendation or endorsement with respect to, the Securities. Nor of the Company, the Resulting Company or any person acting on their behalf has given to the Investor any undertaking, written or oral, relating to the future value or price of the Securities.

7.5 Resale Restrictions and Legends

(a) Securities issued from treasury may be subject to certain resale and transfer restrictions under Applicable Securities Laws.

(b) The Investor and each Share Lender have been advised to consult their own legal advisors with respect to applicable resale and transfer restrictions and that it is solely responsible for complying with such restrictions.

(c) In this regard the Investor and each Share Lender acknowledges that, under certain Applicable Securities Laws, the following legend will be required on any certificates representing any Securities issued from treasury, as applicable:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE CLOSING DATE].”

8. TERMINATION

8.1 Automatic Termination

This Agreement shall automatically terminate at the end of the Commitment Period provided the Fee has been paid and, if the Warrants issuable under Clause 5 have not been issued, the Warrant Payment has been paid.

8.2 Termination by Mutual Consent

This Agreement may be terminated at any time during the Commitment Period by the mutual consent of the Company or the Resulting Company (as applicable), the Investor and GYBL.

8.3 Termination by the Investor

This Agreement may be terminated forthwith during the Commitment Period by the Investor by giving written notice of such termination to the Company or the Resulting Company if: (a) the Company or the Resulting Company has breached in any material respect any representation, warranty, covenant or agreement contained in this Agreement (including,

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without limitation, any failure to issue and/or, procure the Listing of Common Shares on time) and (if such breach is curable) such breach is not cured within 10 Business Days following receipt by the Company of notice of such breach; (b) there has been any event which has had a Material Adverse Effect; (c) there has been a change in applicable law which makes the Investor unable to comply with its obligations under this Agreement without incurring additional cost, other than minimal cost, to be determined by the Investor acting reasonably; or (d) any Common Shares are delisted from the Exchange.

8.4 Termination by the Company or the Resulting Company

This Agreement may be terminated forthwith during the Commitment Period by the Company or the Resulting Company (as applicable): (i) if the Investor or GYBL has breached in any material respect any representation, warranty, covenant or agreement contained in this Agreement and (if such breach is curable) such breach is not cured within 5 Business Days following receipt by the Investor of notice of such breach of this Agreement; or (ii) after payment of the Fee and Warrant Payment, if applicable.

8.5 Effect of Termination

In the event of the termination of this Agreement pursuant to this clause 8 the Parties shall retain all accrued rights and shall retain all rights and remain bound by all obligations under this Agreement respecting all Securities previously issued to the Investor (or its nominee) hereunder, and nothing herein shall relieve any terminating party from liability for any prior breach of any of its agreements, covenants, representations, warranties or other obligations under this Agreement or for fraud.

9. MISCELLANEOUS

9.1 Fees,Expenses and Pricing

(a) The Company or the Resulting Company shall pay:

(i) all and any stamp duty or share transfer or registration or similar duties, taxes or fees arising under the laws of any jurisdiction in connection with the subscription by the Investor (or its designee(s)) respecting all Common Shares issued pursuant to this Agreement; and

(ii) all legal fees and expenses incurred by itself, the Investor and GYBL in connection with the negotiation and execution of this Agreement and the completion of this transaction contemplated by this Agreement up to a maximum of CDN$26,825 (exclusive of taxes and disbursements). The Company has made a deposit of CDN$10,899.65 to Fasken Martineau Dumoulin LLP, counsel to the Investor and GYBL, against payment of the legal fees.

(b) Other than as expressly set out in this Agreement, each of the Parties shall pay its own costs, fees and expenses in connection with the negotiation and execution of this Agreement and the completion of the transactions contemplated by this Agreement.

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(c) Unless otherwise indicated herein, all per share prices or indications of market or other value shall be expressed and rounded up to two decimal places.

9.2 Effectiveness of Agreement

With exception of clauses 2.4,4,5.1,5.2,5.4,5.6,6,7,8 and 9 which shall be effective immediately, the provisions of this Agreement will become effective on the completion of the RTO in form and substance acceptable to the Investor.

9.3 Entire Agreement

This Agreement (including the Exhibits to it) contains the entire agreement and understanding of the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, oral or written, relating to the subject matter of this Agreement. For the avoidance of doubt, all letters and any other arrangements written or entered into prior to the date of this Agreement shall cease to be of any effect and no Party shall have any claim or right of action pursuant thereto.

9.4 Notices

Any notice or other communication required or permitted to be given under the terms of this Agreement shall be in writing and shall be deemed to have been received upon hand delivery (receipt acknowledged) or electronic mail transmission to the address designated below (if delivered on a Business Day prior to 5:00 p.m., New York time), or on the first Business Day following such delivery (if delivered other than prior to 5:00 p.m., New York time on a Business Day). The addresses for such communications shall be: for the Investor as specified in Schedule 1; for the Share Lenders, as specified in Schedule 2; and for the Company its office at 4200 NW 36^th St, Miami, FI 31166, and email address ed.wegel@globalairlinesgroup.com, each such communication being marked for the attention of the Chief Executive Officer or, in all cases, such other address and email address as shall be notified in writing by the recipient party to the sending party from time to time. A copy of each communication to the Company (which copy shall not constitute notice) shall be sent to counsel to the Company, or such other email address as may be provided to GYBL by counsel to the Company from time to time.

9.5 Amendments; Waivers

No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by each of the Parties, or, in the case of a waiver, by the Party against whom enforcement of any such waiver is sought.

9.6 Headings

The headings in this Agreement are for convenience only, and shall be ignored in construing its terms.

9.7 Assignment

No Party shall assign or otherwise transfer any of its rights under this Agreement without the consent of the other Party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, this Agreement shall be automatically assigned, if applicable, to the Resulting Company at the completion of the RTO.

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9.8 Remedies and Waiver

The remedies provided in this Agreement shall be cumulative and in addition to all other remedies available under this Agreement or otherwise provided by law. Any delay by either Party in exercising or failing to exercise any right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy. Any waiver of a breach of any of the terms of this Agreement or of any default hereunder shall not be deemed to be a waiver of any subsequent breach or default and shall in no way affect the other terms of this Agreement.

9.9 Survival

The representations, warranties, covenants and agreements contained in this Agreement shall survive the signing of this Agreement, each Closing Date, the termination of the Commitment Period and the termination of this Agreement.

9.10 Counterpart Signatures

This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to the other Parties, it being understood that the Parties need not sign the same counterpart. In the event that any signature is delivered by facsimile or email transmission, such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature page were an original thereof.

9.11 Severability

In case any one or more of the provisions of this Agreement shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby.

9.12 Publicity

The Company or the Resulting Company, as the case may be, undertakes to the Investor that: (a) on or prior to the date of delivery of the first Draw Down Notice to the Investor pursuant to this Agreement, the Company or the Resulting Company shall notify the Exchange in accordance, where applicable, with the requirements of the Exchange, of the fact that this Agreement has been entered into by the Company or the Resulting Company; and (b) in the event that a Draw Down Notice is issued and the fact of such issue can reasonably be expected to constitute a material change within the meaning of the Securities Act (Québec), it shall forthwith upon such issue announce details thereof in accordance,

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where applicable, with the requirements of the Exchange. Save to the extent required by law or by the Exchange or any other regulatory authority (in which case the Resulting Company and the Investor shall be obligated to use their respective reasonable endeavours to consult with one another), the Resulting Company and the Investor, acting promptly and reasonably, shall have the right to approve before issue any press releases or any other public statement which the other may propose to issue or make with respect to any aspect of the transactions contemplated hereby (other than any announcement required pursuant to part (b) of the first sentence of this clause 9.12).

9.13 Further Assurances

Each Party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other Party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the completion of the transactions contemplated hereby and undertakes to collaborate with the other Parties to in connection with any request for information or proceeding of a regulatory authority.

9.14 Cost of Enforcement of this Agreement

In the event that either the Investor or GYBL takes any action to enforce any of the terms of, or preserve any rights under, this Agreement or to recover any sum owed to it in accordance with this Agreement, the Company and the Resulting Company shall, if the Investor or GYBL has received judgment against the Company or the Resulting Company by a court, tribunal or other entity having jurisdiction, forthwith on demand reimburse the Investor and/or GYBL and/or any of their Affiliates, as the case may be, for all costs and expenses (including legal fees and applicable taxes) reasonably incurred in connection with such enforcement, which reimbursement shall be capped at an amount equal to the amount of funds received by the Company or the Resulting Company from the Investor or GYBL pursuant to this Agreement.

9.15 Acknowledgment by the Share Lenders

Each of the Share Lenders hereby acknowledges that:

(a) it/he/she has read and understood fully the content of this Agreement, and that it/he/she is entering into this Agreement on the basis of its own independent assessment of the risks and liabilities undertaken hereunder, without any representation having been made by the Company, the Investor or GYBL or any of their Affiliates as to the effect, operation or results of this Agreement; and

(b) it/he/she has been advised by its own legal and financial advisers in relation to its assessment of the risks and liabilities undertaken hereunder and that none of the other Parties or any of their Affiliates has provided investment, legal or tax advice to such Share Lender in connection with the matters agreed in this Agreement

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9.16 Governing Law and Jurisdiction

(a) This Agreement (together with all documents to be entered into pursuant to its which are not expressed to be governed by another law) and any dispute or claim arising out of or in connection with it or its subject matter existence, validity or termination (including non-contractual disputes or claims) is governed by and shall be construed and take effect in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein.

9.17 Dispute Resolution

Except with respect to the Promissory Note and the Fee, all disputes, controversies or claims between the Parties arising out of or in connection with this agreement (including its existence, validity or termination) which cannot be amicably resolved shall be finally resolved and settled under the Rules of Arbitration of the American Arbitration Association (“AAA”) and its affiliate the International Center for Dispute Resolution (“ICDR”). Matters related to the Promissory Note and Fees shall, at the election of the Investor and GYBL, be brought before the courts of New York or before an arbitration tribunal. Any arbitration tribunal shall be composed of one (1) arbitrator and shall be conducted in the English language. The arbitration award shall be final and binding on the Parties. All arbitrations relating to the Promissory Note and Fee and all arbitrations filed by the Company against the Investor and\or GYBL shall take place in New York City, New York, and, except as it relates to the promissory Note and Fees, all arbitrations filed by the Investor and\or GYBL against the Company shall take place in Montreal, Québec. Nothing contained herein shall prevent a respondent party from asserting any counterclaims in an arbitration commenced by the other party. The arbitrator shall not have the power to award punitive damages to any party.

9.18 Acknowledgement

The Company and the Resulting have read and understood fully the content of this Agreement, including, but not limited to, the pricing mechanisms, the knockout days, the number of Common Shares to be subscribed for at the end of each Draw Down Pricing Period, the payment of the Fee and the issuance of the Warrants and applicable securities laws and Exchange rules and policies; the Company and the Resulting Company, as applicable, are entering into this Agreement on the basis of its own independent assessment of the risks and liabilities undertaken hereunder, without any representation having been made by the Investor or GEMYB or any of their Affiliates as to the effect, operation or results of this Agreement. The Company and the Resulting Company have been advised by their own legal and financial advisers in relation to its assessment of their respective obligations risks and liabilities undertaken hereunder.The Company and the Resulting Company, as applicable, hereby acknowledge and agree that this Agreement and all of theagreements and instruments contemplated hereby represent valid,legal and binding obligations of the Company and the Resulting Company, as the case may be.None of Investor, GEMYB and/or any of the Affiliates provided any investment advice to the Company or the Resulting Company in connection with the terms and conditions set forth in this Agreement nor have they solicited or induced the Company or the Resulting Company to enter into this Agreement.

(Signature page follows)

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IN WITNESS WHEREOF the Parties have executed this Agreement effective as of the 4th day of May 2020.

GLOBAL CROSSING AIRLINES INC.		GEM GLOBAL YIELD LLC SCS
Per:	/s/ Edward J Wegel	Per:	/s/ Peter De Svastich
	Edward J Wegel		Peter De Svastich
	Chief Executive Officer		Director
GEM YIELD BAHAMAS LIMITED		SHARE LENDERS
Per:	/s/ Christopher F Brown		/s/ Edward J Wegel
	Christopher F Brown		Name: Edward J Wegel
	Chairman		Title: PRESIDENT & CEO
			Name:
			Title:
			Name:
			Title:
			Name:
			Title:
			Name:
			Title:

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SCHEDULE 1

CONTACT DETAILS OF THE INVESTOR AND GYBL

Name	Address, Email address and Facsimile Number	Percentage Allocation of Common Shares
GEM YIELD BAHAMAS LIMITED.	GEM YIELD BAHAMAS LIMITED Office of Lennox Paton Corporate Services Limited, Bayside Executive Park, Building 3, West Bay Street, P.O. Box N-4875, Nassau, Island of New Providence, Commonwealth of the Bahamas	None
	Tel.:
	Fax:
	FAO: Chris Brown
	cbrown@gemny.com
GEM GLOBAL YIELD LLC SCS	GEM GLOBAL YIELD LLC SCS 412F Route D’Esch L-2086 Luxembourg	100 per cent
	Tel.: 001 (212) 582 3400
	Fax: 001 (212) 265 4035
	FAO: Chris Brown

SCHEDULE 2

DETAILS OF SHARE LENDERS

SHARE LENDER’S NAME	SHARE LENDER’S ADDRESS AND	INITIAL PERCENTAGE
	EMAIL ADDRESS	COMMITMENT OF LOAN
		SHARES

EXHIBIT A

DRAW DOWN NOTICE

To:

We refer to the Share Subscription Agreement (the “Agreement”) dated May 4, 2020 between GLOBAL CROSSING AIRLINES INC., GEM YIELD BAHAMAS LIMITED; GEM GLOBAL YIELD LLC SCS, and certain Share Lenders. This Draw Down Notice is being delivered to you pursuant to clause 2.1 of the Agreement.

We understand that the Closing Price for the Trading Day immediately preceding the date of this Draw Down Notice was CDN$<                >. The Subscription Amount is <                > Common Shares.

The Floor Price for this Subscription is $                         per Common Share.

In addition, we hereby elect to issue <                > Common Shares to GYBL in partial payment of the Fee

We hereby certify that all conditions precedent to the delivery of this Draw Down Notice pursuant to the Agreement have been satisfied (or waived in writing by you).

Signed by:

Name:

Date:

For and on behalf of

GLOBAL CROSSING AIRLINES INC.

CC: [Share Lenders]

EXHIBIT B

FORM OF PROMISSORY NOTE

PROMISSORY NOTE

of

GLOBAL CROSSING AIRLINES INC.

Date: May 4, 2020

In consideration for entry by GEM GLOBAL YIELD LLC SCS (the “Investor”) into the Share Subscription Agreement entered into on May 4, 2020 among GLOBAL CROSSING AIRLINES INC. (the “Issuer”), GEM Yield Bahamas Limited (the “Beneficiary”), the Share Lenders (as defined), and the Beneficiary on or about the date of this Promissory Note (the “Agreement”), the Issuer has agreed to pay the Fee (as defined in the Agreement) , irrespective of the completion of the initial public offering contemplated under the Agreement, and hereby confirms as PROMISES TO PAY to the order of the Beneficiary the Fee, being the principal sum of:

CDN$2,000,000 (the “Principal”)

ON DEMAND at any time as set forth in Section 2.4 of the Agreement (the “Payment Date”) together with interest on such principal sum at a rate of 5 per cent above the base rate of Barclays Bank PLC from time to time. Interest at such rate shall accrue daily from the Payment Date and be calculated semi-annually on the basis of the actual number of days elapsed in the year of 365 days and shall be payable on demand.

The Principal (and any applicable interest thereon) shall be paid, in advance of the Payment Date, by the Issuer in cash or by the issuance of unrestricted, freely tradable Common Shares pursuant to Section 2.4 of the Agreement.

The Issuer shall indemnify, hold harmless and defend the Investor and/or the Beneficiary against any costs or expenses, including without limitation, the legal fees and applicable taxes and disbursements incurred by the Investor and/or the Beneficiary in connection with, arising out of or in relation to the enforcement of the provisions hereof including without limitation, any action, suit, proceeding or any dispute to enforce the terms of this Promissory Note.

This note is issued pursuant to the Agreement and unless the context requires otherwise, this note is governed by the provisions of the Agreement.

This note and any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes or claims) is governed by and shall be construed and take effect in accordance with the laws of the Province of Québec and the laws of Canada applicable therein. The Issuer hereby irrevocably submits to the exclusive jurisdiction of Arbitration in accordance with Section 9.17 of the Agreement for any dispute, controversy or claim.

Executed as a deed by GLOBAL CROSSING AIRLINES		)
INC. acting by:		)
	/s/ Edward Wegel
	Authorised signatory
	Name: Edward Wegel
	Title: CEO

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EXHIBIT C

FORM OF ACCEPTANCE NOTICE

TO:	GLOBAL CROSSING AIRLINES INC.
DATE:

We refer to the Share Subscription Agreement (the “Agreement”) dated May 4, 2020 among GEM YIELD BAHAMAS LIMITED, GEM GLOBAL YIELD LLC SCS, the Share Lenders and yourselves. Terms defined in the Agreement have the same meaning herein. This Acceptance Notice is being delivered to you pursuant to clause 2.3 of the Agreement.

Further to the Draw Down Notice received on                             , we understand that the number of Common Shares to which the Draw Down Notice refers does not exceed the Draw Down Amount. We understand that the Closing Price for the Trading Day immediately preceding the date of the Draw Down Notice was CDN$                 and that there are          Excluded Days.

This Acceptance Notice is therefore applicable to                      Common Shares at a price of CDN$                 per Common Share for a total Purchase Price of CDN$                .

The undersigned hereby directs you to issue                      Common Shares, and to register and deliver such Common Shares in the name: GEM GLOBAL YIELD LLC SCS

GEM GLOBAL YIELD LLC SCS

EXHIBIT D

FORM OF REJECTION NOTICE

TO:	GLOBAL CROSSING AIRLINES INC.
DATE:

We refer to the Share Subscription Agreement (the “Agreement”) dated May 4, 2020 among us, GEM GLOBAL YIELD LLC SCS, GEM Yield Bahamas Limited, the Share Lenders and yourselves. Terms defined in the Agreement have the same meaning herein. This Rejection Notice is being delivered to you pursuant to clause 2.3 of the Agreement.

Further to the Draw Down Notice received on                    , we hereby reject the subscription on the basis of the existence of the Market Out.

GEM GLOBAL YIELD LLC SCS

EXHIBIT E

FORM OF SHARE LENDER PURCHASE NOTICE

TO:	THE SHARE LENDERS
DATE:

We refer to the Share Subscription Agreement (the “Agreement”) dated May 4, 2020 among us, GEM GLOBAL YIELD LLC SCS, GEM YIELD BAHAMAS LIMITED, GLOBAL CROSSING AIRLINES INC. and yourselves. Terms defined in the Agreement have the same meaning herein. This Share Lender Purchase Notice is being delivered to you pursuant to clause 2.3 of the Agreement.

Further to the Draw Down Notice received on                            , the Investor has [Note: insert either option (i) or (ii)] (i) sent a Rejection Notice to the Company (a copy of which is attached); or (ii) sent an Acceptance Notice to the Company (a copy of which is attached)..

The Investor hereby exercises the right under clause 2.3(e) of the Agreement to purchase                            Common Shares from the Share Lenders at a price of CDN$                per Common Share.

GEM GLOBAL FUND LLC SCS

EXHIBIT F

FORM OF WARRANT

THIS WARRANT CERTIFICATE, AND THE SECURITIES EVIDENCED HEREBY, WILL BE VOID AND OF NO VALUE UNLESS EXERCISED ON OR BEFORE 5:00 P.M. (EASTERN STANDARD TIME) ON <            >.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY (AND THE SECURITIES ISSUABLE ON THE DUE EXERCISE THEREOF) BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER <            >.

NEITHER THIS WARRANT NOR THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER APPLICABLE SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS WARRANT, THE HOLDER REPRESENTS THAT IT IS NOT A U.S. PERSON AS THAT TERM IS DEFINED IN REGULATION S UNDER THE SECURITIES ACT AND ANY RESALE OF SUCH WARRANT WILL BE MADE ONLY (1) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATIONS UNDER THE SECURITIES ACT OR (2) TO A PERSON WHOM THE HOLDER OF THIS WARRANT REASONABLY BELIEVES IS AN INSTITUTIONAL ACCREDITED INVESTOR (AS DEFINED UNDER THE SECURITIES ACT) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

GLOBAL CROSSING AIRLINES INC.

a corporation incorporated under the laws of Delware

and having its registered office at

4200 NW 36^th St, Miami, FI 31166

NO. <            > [•] WARRANTS Each whole warrant entitling the holder to acquire one common share of GLOBAL CROSSING AIRLINES INC. subject to adjustment as set forth herein, in accordance with the terms and conditions set forth herein.

WARRANTS

THIS IS TO CERTIFY THAT for value received GEM Global Fund LLC SCS, whose registered office is at 412F, route d’Esch, L-2086 Luxembourg (the “Holder”) is the registered holder of the number of warrants stated above (each a “Warrant” and collectively, the “Warrants”) and is entitled for each whole Warrant represented hereby to purchase one fully paid and non-assessable common share, subject to adjustment as hereinafter provided (each a “Share” and collectively the “Shares”), in the capital of GLOBAL CROSSING AIRLINES INC. (the “Corporation”), at any time and from time to time from the date of issue hereof up to and including 5:00 p.m. (Eastern Standard Time) on May 4, 2023 (the “Expiry Time”), at a price at the greatest of:

i. if the common shares of the Corporation have been listed on TSX Venture Exchange, a price equal to the closing price on the first day of trading, subject to adjustments as hereinafter provided, upon and subject to the following terms and conditions;

ii. the pro-rata portion of the per share price of the common shares of the Corporation at an $8 million valuation; and

iii. The lowest exercise price accepted by the Exchange;

the (“Exercise Price”).

For purposes of this Warrant Certificate:

(i) “Shares” means the Shares which are issuable upon the exercise from time to time of these Warrants; and

(ii) “$” means Canadian dollars.

TERMS AND CONDITIONS

1. As and from the date that is four months and one day following the date of the RTO or, if the RTO has not been completed by May 4, 2020, the date that is four months and one day from the date that is four months and one day from the date of the Agreement dated May 4 between the Corporation and the Holder at any time and from time to time at or prior to the Expiry Time (the “Exercise Period”), the Holder may exercise all or any number of whole Warrants represented hereby, upon delivering to the Corporation at its principal office noted above, this Warrant Certificate, together with a duly completed and executed subscription notice in the form attached hereto (the “Subscription Notice”) evidencing the election of the Holder to exercise the number of Warrants set forth in the Subscription Notice (which shall not be greater than the number of Warrants represented by this Warrant Certificate) and a certified cheque, money order or bank draft payable to the Corporation for the aggregate Exercise Price of all Warrants being exercised. If the Holder is not exercising all Warrants represented by this Warrant Certificate, the Holder shall be entitled to receive, without charge, a new Warrant Certificate representing the number of Warrants which is the difference between the number of Warrants represented by the then original Warrant Certificate and the number of Warrants being so exercised.

2. The Holder shall be deemed to have become the holder of record of Shares on the date (the “Exercise Date”) on which the Corporation has received a duly completed Subscription Notice, delivery of the Warrant Certificate and payment of the full aggregate Exercise Price in respect of the Warrants being exercised pursuant to such Subscription Notice; provided, however, that if such date is not a business day in the City of New York, New York or in the City of Miami, Florida (a “Business Day”) then the Shares shall be deemed to have been issued and the Holder shall be deemed to have become the holder of record of the Shares on the next following Business Day. Within five (5) Business Days of the Exercise Date, the Corporation shall issue and deliver (or cause to be delivered) to the Holder, by registered mail or pre-paid courier to his, her or its address specified in the register of the Corporation, one or more certificates for the appropriate number of issued and outstanding Shares to which the Holder is entitled pursuant to the exercise of Warrants. All costs, expenses, transfer taxes and other charges payable in connection with the issue and delivery of the Shares shall be at the sole expense of the Corporation (other than withholding tax, if any).

3. The Corporation covenants and agrees that, until the Expiry Time, while any of the Warrants represented by this Warrant Certificate shall be outstanding, it shall reserve and there shall remain unissued out of its authorized capital a sufficient number of Shares to satisfy the right of purchase herein provided, as such right of purchase may be adjusted pursuant to Sections 4 and 6 of this Warrant Certificate. The Corporation represents and warrants that all Shares which shall be issued upon the exercise of the right to purchase herein provided for, upon payment of the aggregate Exercise Price at which Shares may at that time be purchased pursuant to the provisions hereof, shall be issued as fully paid and non-assessable shares and the holders thereof shall not be liable to the Corporation or its creditors in respect thereof. The Corporation further represents and warrants that this Warrant Certificate is a legal, valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws effecting creditors’ rights generally and that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction. The Corporation covenants that it will make all requisite filings under applicable laws in connection with the exercise of the Warrants and issue of Shares.

4. In order to deliver Shares without any resale restriction to the Holder on the Exercise Date, the Corporation shall arrange for the Share Lenders to lend Common Shares to the Holder for delivery on the Exercise Date. In such cases, the loan shall be made on the following terms:

(a) the total number of Common Shares which shall be offered for loan (the “Loan Shares”) shall be equal to the Shares to be delivered by the Corporation to the Holder on the Exercise Date;

(b) the Share Lender shall deliver on the Exercise Date the Loan Shares which are to be loaned (the “Loan”) to the securities account designated by the Holder in the Subscription Notice;

(c) each Loan shall be concluded for a term commencing on the date of delivery of the Loan Shares to the Holder (which must not be later than the Exercise Date) and ending on the day set out in paragraph (f) below;

(d) if the Corporation pays a dividend or makes a distribution to the holders of the Common Shares during the term of any Loan, the Holder shall pay to the Share Lender (at the time when the Holder receives the corresponding payment from the Corporation in accordance with indemnity set out further in this paragraph) in cash an amount equal to such dividend or distribution so made by the Corporation in respect to the Loan Shares. If the Corporation pays a dividend or makes any other distribution to the holders of Common Shares during the term of any Loan, the Corporation shall indemnify the Holder in respect of any and all sums that the Holder may incur in order to comply with this paragraph in order to pay the Share Lender the sums of any dividends or distributions, and from such sums will be deducted any net sum received by the Holder as dividend in respect to the Loan Shares;

(e) each Loan shall be instrumental to the Corporation for the purpose of this Warrant Certificate and it shall carry no consideration payable by the Holder to the Share Lender irrespective of any arrangements that may be agreed between the Corporation and the Share Lender in relation to the Loan;

(f) within one trading day after the Shares to be issued and delivered to the Holder pursuant to this Warrant have been Listed and delivered to the Holder, the Holder shall repay the balance of the relevant Loan by transferring a number of Common Shares which is equal to the number of outstanding Loan Shares to the Share Lender;and

(g) the Holder shall have no obligation to repay the balance of the relevant loan, and the Share Lender shall have not right to claim for any outstanding Loan Shares, until the Shares issued pursuant to this Warrant have been issued, delivered to the Holder, registered with the share register and Listed.

5. The Exercise Price (and the number of Shares purchasable upon exercise) shall be subject to adjustment from time to time in the events and in the manner provided as follows:

(a) Share Reorganization. If during the Exercise Period the Corporation shall:

(i) issue Shares or securities exchangeable for or convertible into Shares to holders of all or substantially all of its then outstanding Shares by way of stock dividend or other distribution, or

(ii) subdivide, redivide or change its outstanding Shares into a greater number of Shares, or

(iii) consolidate, reduce or combine its outstanding Shares into a lesser number of Shares,

(any of such events in these paragraphs (i), (ii) and (iii) being a “Share Reorganization”), then the Exercise Price shall be adjusted as of the effective date or record date, as the case may be, at which the holders of Shares are determined for the purpose of the Share Reorganization by multiplying the Exercise Price in effect immediately prior to such effective date or record date by a fraction, the numerator of which shall be the number of Shares outstanding on such effective date or record date before giving effect to such Share Reorganization and the denominator of which shall be the number of Shares outstanding as of the effective date or record date after giving effect to such

Share Reorganization (including, in the case where securities exchangeable for or convertible into Shares are distributed, the number of Shares that would have been outstanding had such securities been fully exchanged for or converted into Shares on such record date or effective date). From and after any adjustment of the Exercise Price pursuant to this Section 4(a), the number of Shares purchasable pursuant to this Warrant Certificate shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Shares then otherwise purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.

(b) Rights Offering. If and whenever during the Exercise Period the Corporation shall fix a record date for the issue or distribution of rights, options or warrants to all or substantially all of the holders of Shares under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issue to subscribe for or purchase Shares or securities exchangeable for or convertible into Shares at a price per share to the holder (or having a conversion price or exchange price per Share) of less than 95% of the Current Market Price (as defined in Section 5 hereof) for the Shares on such record date (any of such events being called a “Rights Offering”), then the Exercise Price shall be adjusted effective immediately after the record date for the Rights Offering to a price determined by multiplying the Exercise Price in effect on such record date by a fraction:

(i) the numerator of which shall be the aggregate of:

(A) the number of Shares outstanding as of the record date for the Rights Offering, and

(B) a number determined by dividing either

I. the product of the number of Shares offered under the Rights Offering and the price at which such Shares are offered,

or, as the case may be,

II. the product of the exchange or conversion price per share of such securities offered and the maximum number of Shares for or into which the securities so offered pursuant to the Rights Offering may be exchanged or converted,

by the Current Market Price of the Shares as of the record date for the Rights Offering; and

(ii) the denominator of which shall be the aggregate of the number of Shares outstanding on such record date after giving effect to the Rights Offering and including the number of Shares offered pursuant to the Rights Offering (including shares issuable upon exercise of the rights, warrants or options under the Rights Offering or upon the exercise of the exchange or conversion rights contained in such exchangeable or convertible securities under the Rights Offering).

Any Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such calculation. To the extent that such Rights Offering is not so made or any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or if such expired rights, options or warrants had not been

issued. From and after any adjustment of the Exercise Price pursuant to this Section 4(b), the number of Shares purchasable pursuant to this Warrant Certificate shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Shares then otherwise purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.

(c) Special Distribution. If and whenever during the Exercise Period the Corporation shall issue or distribute to all or to substantially all the holders of the Shares:

(i) securities of the Corporation including shares, rights, options or warrants to acquire shares of any class or securities exchangeable for or convertible into or exchangeable into any such shares, or

(ii) any cash (other than cash dividends made in the ordinary course), property or other assets or evidences of its indebtedness,

and if such issuance or distribution does not constitute a Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a “Special Distribution”), the Exercise Price shall be adjusted immediately after the record date for the Special Distribution so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction:

(i) the numerator of which shall be the difference between:

(A) the amount obtained by multiplying the number of Shares outstanding on such record date by the Current Market Price of the Shares on such record date, and

(B) the fair value (as determined by the directors of the Corporation) to the holders of such Shares of such Special Distribution; and

(ii) the denominator of which shall be the total number of Shares outstanding on such record date multiplied by such Current Market Price of the Shares on such record date.

Any Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation. To the extent that such Special Distribution is not so made or any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or if such expired rights, options or warrants had not been issued. From and after any adjustment of the Exercise Price pursuant to this Section 4(c), the number of Shares purchasable pursuant to this Warrant Certificate shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Shares then otherwise purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.

(d) Capital Reorganization. If and whenever during the Exercise Period there shall be a reclassification or redesignation of Shares at any time outstanding or a change of the Shares into other shares or into other securities or any other capital reorganization (other than a Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification or redesignation of the outstanding Shares or a change of the Shares into other securities), or a transfer of the undertaking or assets of the Corporation as an

entirety or substantially as an entirety to another corporation or other entity (any of such events being herein called a “Capital Reorganization”), the Holder, where he, she or it has not exercised the right of subscription and purchase under this Warrant Certificate prior to the effective date or record date, as the case may be, of such Capital Reorganization, shall be entitled to receive, and shall accept upon the exercise of such right for the same aggregate consideration, in lieu of the number of Shares to which such Holder was theretofore entitled upon such exercise, the kind and aggregate number of shares, other securities or other property which such holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof, he had been the registered holder of the number of Shares to which such holder was theretofore entitled to subscribe for and purchase; provided however, that no such Capital Reorganization shall be carried into effect unless all necessary steps shall have been taken by the Corporation to so entitle the Holder. If determined appropriate by the board of directors of the Corporation, acting reasonably and in good faith, and subject to the prior written approval of the principal Canadian stock exchange or over-the-counter market on which the Shares are then listed or quoted for trading if required by such stock exchange or over-the-counter market, appropriate adjustments shall be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Section 4 with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth in this Section 4 shall thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares, other securities or other property thereafter deliverable upon the exercise of any Warrant. Any such adjustments shall be made by and set forth in terms and conditions supplemental hereto approved by the board of directors of the Corporation, acting reasonably and in good faith.

(e) If on [•] [NTD: One year from the date of the issuance of Warrants] the Current Market Price of the Shares is less than 90 % of then-current Exercise Price, the Exercise Price shall be adjusted to 105% of the Current Market Price at that time.

(f) Subject to the approval of the TSX Venture Exchange, if applicable, if and whenever at any time after the date hereof and prior to the Expiry Time, the Corporation takes any action affecting its Shares to which the foregoing provisions of this Section 4, in the opinion of the board of directors of the Corporation, acting reasonably and in good faith, are not strictly applicable, or if strictly applicable would not fairly adjust the rights of the Holder against dilution in accordance with the intent and purposes thereof, or would otherwise materially affect the rights of the Holder hereunder, then the Corporation shall execute and deliver to the Holder an amendment hereto providing for an adjustment in the application of such provisions so as to adjust such rights as aforesaid in such a manner as the board of directors of the Corporation may determine to be equitable in the circumstances, acting reasonably and in good faith. The failure of the taking of action by the board of directors of the Corporation to so provide for any adjustment on or prior to the effective date of any action or occurrence giving rise to such state of facts will be conclusive evidence, absent manifest error, that the board of directors has determined that it is equitable to make no adjustment in the circumstances.

6. The following rules and procedures shall be applicable to the adjustments made pursuant to Section 4:

(a) The adjustments provided for in Section 4 are cumulative and shall be made successively whenever an event referred to therein shall occur, and shall, in the case of adjustments to the Exercise Price be computed to the nearest one-tenth of one cent subject to the following paragraphs of this Section 5.

(b) No adjustment in the Exercise Price shall be required unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment shall be made in the number of Shares purchasable upon exercise of this Warrant Certificate unless it would result in a change of at least one-hundredth of a Share; provided, however, that any adjustments which, except for the provisions of this Section 5(b) would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment. Notwithstanding Section 4 or 5 hereof, no adjustment shall be made which would result in an increase in the Exercise Price or a decrease in the number of Shares issuable upon the exercise of this Warrant Certificate (except in respect of a consolidation of the outstanding Shares).

(c) No adjustment in the Exercise Price or in the number of Shares purchasable upon exercise of Warrants shall be made in respect of any event described in Section 4, other than the events referred to in Sections 4(a)(ii) and (iii), if the Holder is entitled to participate in such event on the same terms, mutatis mutandis, as if it had exercised its Warrants prior to or on the effective date or record date, as the case may be, of such event. The terms of the participation of the Holder in such event shall be subject to the prior written approval, if applicable, of the principal Canadian stock exchange or over-the-counter market on which the Shares are then listed or quoted for trading.

(d) No adjustment in the Exercise Price shall be made pursuant to Section 4 in respect of the issue from time to time:

(i) of Shares purchasable on exercise of the Warrants represented by this Warrant Certificate;

(ii) of Shares to holders of Shares who exercise an option or election to receive substantially equivalent dividends in Shares in lieu of receiving a cash dividend pursuant to a dividend reinvestment plan or similar plan adopted by the Corporation in accordance with the requirements of the principal Canadian stock exchange or over-the-counter market on which the Shares are then listed or quoted for trading and applicable securities laws; or

(iii) of Shares pursuant to any stock option, stock option plan, stock purchase plan or benefit plan in force at the date hereof for directors, officers, employees or consultants of the Corporation, as such option or plan is amended or superseded from time to time in accordance with the requirements of the principal Canadian stock exchange or over-the-counter market on which the Shares are then listed or quoted for trading and applicable securities laws, and such other stock option, stock option plan or stock purchase plan as may be adopted by the Corporation in accordance with the requirements of the principal Canadian stock exchange or over-the-counter market on which the Shares are then listed or quoted for trading and applicable securities laws;

and any such issue shall be deemed not to be a Share Reorganization or Capital Reorganization.

(e) If the Corporation shall set a record date to determine the holders of the Shares for the purpose of entitling them to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such shareholders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Shares purchasable upon exercise of any Warrant shall be required by reason of the setting of such record date.

(f) As a condition precedent to the taking of any action which would require any adjustment in any of the subscription rights pursuant to this Warrant Certificate, including the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise thereof, the Corporation shall take any corporate action which may, in the opinion of counsel, be necessary in order that the Corporation have unissued and reserved Shares in its authorized capital, and may validly and legally issue as fully paid and non-assessable all the shares or other securities which the Holder of such Warrant Certificate is entitled to receive on the full exercise thereof in accordance with the provisions hereof.

(g) For the purposes of this Warrant Certificate, “Current Market Price” of a Share at any date shall be calculated as the price per share equal to the closing price for the Shares on the principal Canadian stock exchange or, if the Shares are not listed, the over-the-counter market, on which the Shares are then listed or posted for trading on the Trading Day immediately prior to such date as reported by such exchange or market in which the Shares are then trading or quoted. If the Shares are not then traded in the over-the-counter market or on a recognized Canadian stock exchange, the Current Market Price of the Shares shall be the fair market value of the Shares as determined in good faith by a nationally or internationally recognized and independent investment dealer, investment banker or firm of chartered accountants.

(h) In the absence of a resolution of the board of directors of the Corporation fixing a record date for any dividend or distribution referred to in Section 4(a)(i) or any Rights Offering or Special Distribution, the Corporation shall be deemed to have fixed as the record date therefor the date on which such dividend or distribution, Rights Offering or Special Distribution is effected.

(i) Any question that at any time or from time to time arises with respect to the amount of any adjustment to the Exercise Price or other adjustments pursuant to Section 4 shall be conclusively determined by a firm of independent chartered accountants and shall be binding upon the Corporation and the Holder, absent manifest error. Notwithstanding the foregoing, such determination shall be subject to the prior written approval of the principal Canadian stock exchange or over-the-counter market on which the Shares are then listed or quoted for trading if required by such stock exchange or over-the-counter market. In the event that any such determination is made, the Corporation shall notify the Holder in the manner contemplated in Section 16 describing such determination.

7. On the happening of each and every such event set out in Section 4, the applicable provisions of this Warrant Certificate, including the Exercise Price, shall, ipso facto, be deemed to be amended accordingly and the Corporation shall take all necessary action so as to comply with such provisions as so amended.

8. In any case in which Section 4 shall require that an adjustment shall be effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such an event:

(a) issuing to the holder of any Warrant exercised after such record date and before the occurrence of such event, the additional Shares issuable upon such exercise by reason of the adjustment required by such event, and

(b) delivering to such holder any distributions declared with respect to such additional Shares after such Exercise Date and before such event;

provided, however, that the Corporation shall deliver or cause to be delivered to such holder, an appropriate instrument evidencing such holder’s right, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price and/or the number of Shares purchasable on the exercise of any Warrant and to such distributions declared with respect to any additional Shares issuable on the exercise of any Warrant.

9. At least 21 days prior to the effective date or record date, as the case may be, of any event which requires or might require adjustment in any of the subscription rights pursuant to this Warrant Certificate, including the Exercise Price and the number of Shares which are purchasable upon the exercise thereof, or such longer period of notice as the Corporation shall be required to provide holders of Shares in respect of any such event, the Corporation shall notify the Holder of the particulars of such event and, if determinable, the required adjustment and the computation of such adjustment. In case any adjustment for which such notice has been given is not then determinable, the Corporation shall promptly after such adjustment is determinable notify the Holder of the adjustment and the computation of such adjustment.

10. The Corporation shall maintain a register of holders in which shall be entered the names and addresses of the holders of the Warrants and of the number of Warrants held by them. Such register shall be open at all reasonable times for inspection by the Holder. The Corporation shall notify the Holder forthwith of any change of address of the principal office of the Corporation.

11. Where the Holder is entitled to receive on the exercise or partial exercise of its Warrants a fraction of a Share, such right may only be exercised in respect of such fraction in combination with another Warrant or Warrants which in the aggregate entitle the Holder to receive a whole number of Shares. If a Holder is not able to, or elects not to, combine Warrants so as to be entitled to acquire a whole number of Shares, the Holder may not exercise the right to acquire a fractional Share, and, does not have the right to receive a cash equivalent in lieu thereof equal to such fraction of a Share multiplied by the Current Market Price.

12. Subject as herein provided, all or any of the rights conferred upon the Holder by the terms hereof may be enforced by the Holder by appropriate legal proceedings.

13. The registered Holder of this Warrant Certificate may at any time up to and including the Expiry Time, upon the surrender hereof to the Corporation at its principal office, exchange this Warrant Certificate for one or more Warrant Certificates entitling the Holder to subscribe in the aggregate for the same number of Shares as is expressed in this Warrant Certificate. Any Warrant Certificate tendered for exchange shall be surrendered to the Corporation and cancelled.

14. If this Warrant Certificate becomes stolen, lost, mutilated or destroyed, the Corporation shall, on such terms as it may in its discretion acting reasonably impose, issue and deliver to the Holder a new Warrant Certificate of like denomination, tenor and date as the Warrant Certificate so stolen, lost, mutilated or destroyed.

15. Nothing contained herein shall confer any right upon the Holder hereof or any other person to subscribe for or purchase any Shares of the Corporation at any time subsequent to the Expiry Time. After the Expiry Time this Warrant Certificate and all rights hereunder shall be void and of no value.

16. Except as expressly set out herein, the holding of this Warrant Certificate shall not constitute a Holder hereof a holder of Shares nor entitle it to any right or interest in respect thereof.

17. Unless herein otherwise expressly provided, any notice to be given hereunder to the Holder shall be deemed to be validly given if such notice is given by personal delivery or registered mail to the attention of the Holder at its registered address recorded in the registers maintained by the Corporation. Any notice so given shall be deemed to be validly given, if delivered personally, on the day of delivery and if sent by post or other means, on the fifth Business Day next following the sending thereof. In determining under any provision hereof the date when notice of any event must be given, the date of giving notice shall be included and the date of the event shall be excluded.

18. This Warrant Certificate and the Warrants represented hereby may be assigned with prior written consent of the Corporation, which consent shall not be unreasonably withheld.

19. Time is of the essence hereof.

20. This Warrant Certificate is binding upon the Corporation and its successors and assigns, provided that it shall not be assigned by the Corporation without the prior written consent of the Holder.

21. This Warrant Certificate and the Warrants represented hereby shall be governed by the laws of the Province of Québec and the federal laws of Canada applicable therein.

IN WITNESS WHEREOF this Warrant Certificate has been executed on behalf of GLOBAL CROSSING AIRLINES INC. as of the                  day of                 , 2020.

GLOBAL CROSSING AIRLINES INC.
By:	/s/ Edward Weger
	Authorized Signing Officer Name: Edward Weger Title: CEO

SUBSCRIPTION NOTICE

TO: GLOBAL CROSSING AIRLINES INC.

Terms used herein but not otherwise defined have the meanings ascribed thereto in the attached Warrant Certificate.

The undersigned registered Holder of the attached Warrant Certificate, hereby:

(a) subscribes for Shares at a price of [•] per Share (or such adjusted price which may be in effect under the provisions of the Warrant Certificate) and in payment of the exercise price encloses a certified cheque, bank draft or money order in lawful money of Canada payable to the order of GLOBAL CROSSING AIRLINES INC. or its successor corporation; and

(b) delivers herewith the above-mentioned Warrant Certificate entitling the undersigned to subscribe for the above-mentioned number of Shares;

in each case in accordance with the terms and conditions set out in the attached Warrant Certificate.

The undersigned hereby directs that the said Shares be registered as follows:

Name(s) in full Address(es) (including Postal Code) Number of Shares

Total:                     

(Please print full name in which Share certificates are to be issued.)

DATED this                  day of                     , 20             .

(Signature of Subscriber)

(Print Name of Subscriber)

(Address of Subscriber in full)

The certificates will be mailed by registered mail to the address appearing in this Subscription Notice.

EXHIBIT G

REPRESENTATION LETTER

TO: GLOBAL CROSSING AIRLINES INC. (the “Corporation”)

(Capitalized terms not specifically defined in this Exhibit G have the meaning ascribed to them in the Share Subscription Agreement to which this Exhibit G is attached)

In connection with the execution by GYBL of the Share Subscription Agreement of which this Representation Letter forms a part, the GYBL hereby represents, warrants, covenants and certifies to the Corporation and its counsel, that:

1. It has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Common Shares and it is able to bear the economic risk of loss of its entire investment.

2. It has received, for informational purposes only, a copy of the Subscription Agreement relating to the offering in the United States of the Common Shares. The Corporation has provided to it the opportunity to ask questions and receive answers concerning the terms and conditions of the Offering and it has had access to such additional information, if any, concerning the Corporation as it has considered necessary in connection with its investment decision to acquire the Common Shares.

3. It is acquiring the Common Shares as principal for its own account, and not with a view to any resale, distribution or other disposition of the Common Shares in violation of United States federal or state securities laws.

4. It understands and acknowledges the Common Shares have not been and the Common Shares will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and that the sale contemplated hereby is being made in reliance on a private placement exemption to “institutional accredited investors” (“Accredited Investors”) that satisfy one or more of the criteria set forth) in Rule 501(a)(1), (2), (3) or (7) of Regulation D (“Regulation D”) under the U.S. Securities Act in reliance on the exemption from such registration under Section 4(a)(2) of the U.S. Securities Act and Rule 506(b) of Regulation D and similar exemptions under applicable state securities laws. The Common Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act, and therefore may not be offered, resold, pledged or otherwise transferred, directly or indirectly, unless they are registered under the U.S. Securities Act or unless an exemption or exclusion from registration thereunder is available.

5. It certifies to the Corporation that it is an Accredited Investor as defined in Rule 501(a) of Regulation D under the U.S. Securities Act because GYBL comes within any of the following categories at the time of sale of the Common Shares to that person (please initial or place a mark on the appropriate lines):

An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust, partnership or limited liability company, not formed for the specific purpose of acquiring the Common Shares, with total assets in excess of US$5,000,000;

A trust that (a) has total assets in excess of US$5,000,000, (b) was not formed for the specific purpose of acquiring the Common Shares and (c) is directed in its purchases of Common Shares by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D of the U.S. Securities Act;

A bank as defined in Section 3(a)(2) of the U.S. Securities Act or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the U.S. Securities Act, whether acting in its individual capacity or fiduciary capacity;

A broker or dealer registered pursuant to Section 15 of the United States Securities Exchange Act of 1934, as amended;

An insurance company as defined in Section 2(a)(13) of the U.S. Securities Act;

An employee benefit plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees that has total assets in excess of US$5,000,000;

An employee benefit plan within the meaning of the United States Employee Retirement Income Security Act of 1974, as amended, for which the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of US$5,000,000, or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

An investment company registered under the United States Investment Company Act of 1940, as amended, or a business development company as defined in Section 2(a)(48) of that Act;

A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the United States Small Business Investment Act of 1958, as amended; or

A private business development company as defined in Section 202(a)(22) of the United States Investment Advisers Act of 1940, as amended.

6. It acknowledges that it has not purchased the Common Shares as a result of any form of general solicitation or general advertising (as such terms are used in Regulation D under the U.S. Securities Act), including, without limitation, advertisements, articles, notices or other communications published on the internet or in any newspaper, magazine or similar media or broadcast over radio, television or other form of telecommunications, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

7. If in the future it decides to offer, sell, pledge or otherwise transfer any of the Securities, it will not offer, sell, pledge or otherwise transfer any of such Securities, directly or indirectly, unless:

(a) the transfer is to the Corporation;

(b) the transfer is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the U.S. Securities Act (“Regulation S”) and in compliance with applicable local laws and regulations;

(c) the transfer is made pursuant to the exemption from the registration requirement of the U.S. Securities Act provided by (i) Rule 144A under the U.S. Securities Act (“Rule 144A”) to a person it reasonably believes is a qualified institutional buyer as defined in Rule 144A (“Qualified Institutional Buyer”) that purchases for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A and in compliance with any applicable state securities laws of the United States, or (ii) Rule 144 thereunder, if available, and, in either case, in accordance with any applicable state securities or “blue sky” laws; or

(d) the Common Shares are transferred in any other transaction that does not require registration under the U.S. Securities Act or any applicable state securities or “blue sky” laws; and

it has prior to any transfer pursuant to subsection (c)(ii) or (d) (and if required by the Corporation’s registrar and transfer agent for the Common Shares, subsection (b)) furnished to the Corporation (and if applicable, the Corporation’s registrar and transfer agent) an opinion of counsel of recognized standing or other evidence reasonably satisfactory to the Corporation to the effect that such transfer does not require registration under the U.S. Securities Act and applicable state securities laws.

8. Upon the original issuance of the Common Shares, until such time as it is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, the certificates representing the Common Shares (and any certificates issued in exchange or substitution for the Securities) will bear the legend set forth below:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF GLOBAL CROSSING AIRLINES INC. (THE “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144A UNDER THE U.S. SECURITIES ACT OR (II) RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, OR (D) PURSUANT TO ANOTHER EXEMPTION OR EXCLUSION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND, IN ANY EVENT, IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES; AND IN THE CASE OF TRANSFERS UNDER CLAUSES (C)(II) OR (D) (OR IF REQUIRED BY THE CORPORATION’S TRANSFER AGENT, CLAUSE (B)), AFTER THE HOLDER HAS FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION (AND, IF APPLICABLE, THE CORPORATION’S TRANSFER AGENT) TO THAT EFFECT.

DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

At the time of transfer outside the United States in accordance with Rule 904 of Regulation S, a new certificate, which will constitute “good delivery” in settlement of transactions on Canadian stock exchanges, will be made available to GYBL upon provision by GYBL of a declaration in the form attached as Schedule I to this Exhibit G or in such other form that is acceptable to the Corporation and its registrar and transfer agent, together with any other evidence, which may include a legal opinion reasonably satisfactory in form and substance to the Corporation, required by the Corporation or the registrar and transfer agent for the Common Shares.

The Corporation shall use its reasonable commercial efforts to cause the registrar and transfer agent of the Corporation to remove the foregoing U.S. legend within five business days (excluding weekends and holidays) of receipt of the foregoing, as applicable.

9. It consents to the Corporation making a notation on its records and it understands and acknowledges that the Corporation has the right to instruct the registrar and transfer agent for the Common Shares not to record a transfer by any person without first being notified by the Corporation that it is satisfied that such transfer is exempt from or not subject to registration under the U.S. Securities Act and any applicable state securities laws.

10. It understands and acknowledges that Rule 144 under the U.S. Securities Act is not available for resales of securities of issuers that have ever had (i) no or nominal operations and (ii) no or nominal assets other than cash and cash equivalents. Therefore, if the Corporation were ever to be deemed to be, or to have ever been, such an issuer, Rule 144 under the U.S. Securities Act may be unavailable for resales of Common Shares, unless and until the Corporation has satisfied the applicable conditions.

11. It understands and acknowledges that the Corporation is not obligated to file and has no present intention of filing with the U.S. Securities and Exchange Commission (the “SEC”) or with any state securities administrator any registration statement in respect of resales of the Securities in the United States.

12. It understands and agrees that there may be material tax consequences to GYBL of an acquisition, holding or disposition of the Common Shares. The Corporation gives no opinion and makes no representation with respect to the tax consequences to GYBL under the United States, state, local or foreign tax law of the undersigned’s acquisition, holding or disposition of such Common Shares and GYBL acknowledges that it is solely responsible for determining the tax consequences of its investment. In particular, no determination has been made whether the Corporation is, or will be, a “passive foreign investment company” within the meaning of Section 1291 of the United States Internal Revenue Code of 1986, as amended.

13. It understands and agrees that the financial statements of the Corporation have been prepared in accordance with Canadian generally accepted accounting principles and are subject to Canadian auditing and auditor independence standards, each of which differ in some respects from the United States generally accepted accounting principles, auditing standards and auditor independence standards, respectively, and thus may not be comparable to financial statements of United States companies.

14. It is aware that its ability to enforce civil liabilities under the United States federal securities laws may be affected adversely by, among other things, the fact that: (i) the Corporation is organized under the laws of Ontario, Canada; (ii) some of the directors and officers of the Corporation are residents of countries other than the United States; and (iii) a substantial portion of the assets of the Corporation and said persons may be located outside the United States.

15. Upon execution of this Exhibit G by the GYBL, this Exhibit G and Schedule I hereto shall be incorporated into and form a part of the Share Subscription Agreement to which this Exhibit G is attached.

Dated:                                     

GEM Yield Bahamas Limited
By:
	Signature
Print name of Signatory
Title

SCHEDULE I

TO EXHIBIT G

Declaration for removal of legend

TO: The registrar and transfer agent for the common shares of GLOBAL CROSSING AIRLINES INC. (the “Corporation”)

RE: Sale of Common Shares represented by certificate number

The undersigned (a) acknowledges that the sale of the Common Shares of the Corporation to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and (b) certifies that (1) the undersigned is not an affiliate (as that term is defined in Rule 405 under the U.S. Securities Act) of the Corporation, (2) the offer of such Common Shares was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States, or (B) the transaction was executed in, on or through the facilities of the TSX Venture Exchange or another “designated offshore securities market” as defined in Regulation S under the U.S. Securities Act and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such Common Shares, (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the Common Shares are “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the Common Shares sold in reliance on Rule 904 of Regulation S under the U.S. Securities Act with fungible unrestricted securities and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S under the U.S. Securities Act, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.

Dated:                                                              

By:
	Signature
Name (please print)

EX-10.2

		Exhibit 10.2
	Master Lease Agreement
		#ML01862173

155 Commerce Way, Portsmouth, NH 03801 | Ph: 877-384-3439 | F: 800-875-0312

LESSEE: Please verify this section and complete any missing information
Lessee: Global Crossing Airlines LLC DBA Global Crossing Airlines LLC
Address: 4200 Nw 36th Street
City: Miami	State: fl	Zip: 33166	County:
Federal Tax ID: 832108996	State of Incorporation:		Home Phone:
Business Phone: 3058694780	Fax:	Email:  francisco.arguello@globalxair.com

INSTRUCTIONS: The words “You”, Your” and “Lessee” refer to the lessee (the party who is leasing the Equipment); “We”, “Us”, “Our” and “Lessor” refer to CIT Bank, N.A., and its successors and assigns, the lessor. Please complete and/or verify information and sign or authenticate where noted. If You have any questions please call.

1. MASTER LEASE & SCHEDULES: You agree to lease the Equipment described in each Equipment Schedule (“Schedule”). Each Schedule shall constitute a separate agreement distinct from this Master Lease Agreement (“Master Lease”) and is subject to all of the terms and conditions contained herein. This Master Lease shall constitute a separate agreement distinct from each Schedule and is subject to all of the terms and conditions of each Schedule. In the event of a conflict between this Master Lease and a Schedule, the provisions of the Schedule (and any Addendum thereto) shall prevail. The term “Lease” when used herein means collectively, each Schedule and this Master Lease. Capitalized terms used and not otherwise defined herein shall have the same meanings given in a Schedule. The term of this Master Lease begins on the first Schedule’s “Commencement Date” (as provided in each Schedule) and continues as long as any Schedule remains unpaid. The Commencement Date with respect to each Schedule is the date on which such Schedule shall commence, which date is the date on which We in our sole discretion have provided Our acceptance of such Schedule. You authorize Us to insert or correct information on the Lease including Your proper legal name, address, dates and Equipment description. All notices shall be in writing addressed to You at Your address stated herein or to Us at 155 Commerce Way, Portsmouth, NH 03801.

2. EQUIPMENT: You have chosen the Equipment as set forth on each Schedule as applicable (“Equipment”). You acknowledge that the Equipment is leased to You solely for commercial or business purposes and not for personal, family, agricultural or household purposes. If the Equipment is unsatisfactory, Your only remedy is against its supplier or manufacturer and You have no remedy for damages against Us. If the Delivery Guaranty Option (as provided in each Schedule) is not applicable, the occurrence of the earlier of (i) Your confirmation to Us by phone, (ii) Your delivery to Us of an executed or authenticated Delivery & Acceptance Certificate (if requested by Us), (iii) the lapse of fifteen (15) days after delivery of the Equipment to You if You have not given written notice to Us of Your non-acceptance of the Equipment prior to the lapse of such fifteen-day period or (iv) the lapse of fifteen (15) days after delivery of the Equipment to You if You have given written notice to Us of Your non-acceptance of the Equipment and failed to return the Equipment to the supplier prior to the lapse of such fifteen-day period shall: (a) in each case constitute Your acknowledgement that You have inspected the Equipment, found it satisfactory in all respects and have irrevocably accepted it ”as is”, “where is” and without recourse, representation or warranty of any kind express or implied and (b) be a condition precedent for the occurrence of the Commencement Date. You will maintain Equipment location records and provide the Equipment location to Us upon demand. You are responsible for keeping the Equipment in good repair, condition and working order, except for normal wear and tear. You are responsible for complying with all laws relating to the Equipment or its use and to protect the Equipment from damage, seizure or loss. You will continue to make payments if any damage, seizure or loss occurs to any part of the Equipment, provided that, if the Equipment is completely destroyed, seized or lost, You shall pay Us the Default Amount described in the Defaults and Remedies section of the Lease on the next payment date. We are not responsible for any losses, damages or injuries caused by the installation or use of the Equipment or from any other loss while You have the Equipment and You agree to hold Us harmless and defend and indemnify Us against any claim for loss, damages or injuries, including attorneys’ fees and related costs. You shall not use the Equipment in: (i) the transportation of explosives, oil, gas, chemicals, radioactive materials, hazardous materials, hazardous substances, hazardous wastes or similar items (in each case as such terms are commonly defined or understood to mean, including under 49 C.F.R. §§ 171-173) or (ii) the transportation of passengers for hire or as a primary purpose of Your business, unless in each case: (a) you notify Us of your intention to so use the Equipment prior to such use, (b) We consent to such use prior to having such Equipment being subject hereunder and (c) You satisfy such terms and conditions and take such actions as We may reasonably require.

3. NO WARRANTY: We are leasing the Equipment to You “AS IS” “WHERE IS” AND WITH ANY AND ALL FAULTS. As We did not select, manufacture, supply or inspect the Equipment, WE MAKE NO WARRANTY OR REPRESENTATION, either express or implied as to the condition of the Equipment, its merchantability, its fitness or suitability for any particular purpose, its design, its capacity, its quality, or any other characteristics of the Equipment. We are not responsible for packaging, delivery, installation or testing of the Equipment. You agree that You have selected the supplier and each item of equipment based on Your own judgment and disclaim any reliance upon any statements or representations made by Us. The supplier is not an agent of Ours and nothing the supplier states can affect Your obligation under the Lease. You will continue to make all payments under the Lease regardless of any claim or complaint against any supplier.

4. REPRESENTATIONS: You represent and warrant to Us that: You, and each of the individuals signing or authenticating the Lease, have the lawful power and authority to enter into the Lease; by entering into the Lease You will not violate any law or other agreement; and the location of Your chief executive office, state of incorporation or organization, exact legal name, place of residence and Federal Tax ID number are accurately listed in the Lease. The Lease will constitute Your legal, valid and binding obligation, enforceable against You in accordance with the terms hereof. If a registered organization, You represent and warrant to Us that You are duly organized, duly authorized, validly existing and in good standing. THE LEASE CANNOT BE TERMINATED OR CANCELED BY YOU FOR ANY REASON. Your obligation to make payments under the Lease is absolute and unconditional.

5. ASSIGNMENT: YOU HAVE NO RIGHT TO SELL, TRANSFER, ASSIGN OR SUBLEASE THE EQUIPMENT OR THE LEASE, EXCEPT TO THE EXTENT WE PROVIDE OUR PRIOR WRITTEN

CONSENT (NOT TO BE UNREASONABLY WITHHELD).. You understand that We, without prior notice, have the right to assign, sell or otherwise transfer the Lease. You understand that Our assignee will have the same rights and benefits as Us. You agree that the rights of Our assignee will not be subject to any claims, defenses or setoff that You may have against Us.

6. SECURITY DEPOSIT: The security deposit, listed on a Schedule, is payable upon execution, is non-interest bearing, will be commingled with Our other funds and secures Your performance under the Lease. We may apply the security deposit to satisfy any amounts owed by You, in which event You will promptly restore the security deposit to its full amount. If all conditions are fully complied with and You have not ever been in default, the security deposit will be refunded to You after the proper return of the Equipment.

7. INDEMNITY: You indemnify Us and Our affiliates and Our and Our affiliates’ shareholders, directors, officers, employees, agents and assignees against any claims, actions, damages, fines, penalties, causes of action, suits or other legal proceedings or liabilities, including all attorneys’ fees, arising out of or connected with the Lease or any Equipment, (collectively, “Claims”), except for Claims arising out of or related to Our gross negligence, willful misconduct or fraud. Such indemnification shall survive expiration, cancellation or termination of the Lease.

8. LAW: The Lease is governed by Federal law and the laws of New York. You agree and consent to the jurisdiction and venue of any State or Federal Court located in New York County, New York. You waive any right to challenge the jurisdiction or venue for any reason. You waive the defense of Forum Non Conveniens. The Lease is intended to constitute a valid and enforceable legal instrument and no provision of the Lease that may be deemed unenforceable shall in any way invalidate any other provision or provisions hereof, all of which shall remain in full force and effect. The Lease constitutes the entire agreement between the parties. YOU AGREE TO WAIVE ALL RIGHTS TO A JURY TRIAL. Each party prefers that any dispute between them be resolved subject to the above jury trial waiver. Should the above jury trial waiver be found unenforceable, then, upon the written request of any party, any dispute, including any and all questions of law or fact relating thereto, shall be determined exclusively by a judicial reference proceeding in accordance with Cal. Civ. Proc. Code § 638 et seq. or the applicable state’s equivalent state law. The parties shall select a retired state or federal judge as the referee. The referee shall report a statement of decision to the Court. Notwithstanding the foregoing, nothing in this paragraph shall limit any other right of the parties under the Lease.

9. COMPUTER SOFTWARE: Notwithstanding any other terms of the Lease, You agree that as to software only: We have not had, do not have, nor will have any title to such software; You have executed or will execute a separate software license agreement and We are not a party to and have no responsibilities whatsoever in regard to such license agreement; You have selected the software as per the Equipment paragraph of the Lease; and We make no warranties of merchantability, data accuracy, system integration or fitness for use and take absolutely no responsibility for the function or defective nature of such software.

PERSONAL GUARANTY: As consideration for Our entering into the Lease, the undersigned Guarantor (“You”, “Your”), jointly and severally, unconditionally personally guarantees and agrees to be liable to Us, CIT Bank, N.A., the Lessor, for the full, prompt and indefeasible payment and performance of all now existing and future indebtedness, obligations or liabilities of the Lessee arising under the Lease. You agree that We may make other arrangements including compromise or settlement with the Lessee and You will waive all defenses and notice of those changes and will remain responsible for the payment and obligations of the Lease. We do not have to notify You if the Lessee is in default. If the Lessee defaults, You will immediately pay in accordance with the default provision of the Lease all sums due under the terms of the Lease and will perform all of the Lease obligations. If it is necessary for Us to proceed legally to enforce this guaranty, You expressly consent to the jurisdiction of the court set out in the ‘Law’ paragraph and agree to pay all costs, including attorneys’ fees incurred in enforcement of this guaranty (including attorneys’ fees incurred post-judgment). You also agree that the “Law” paragraph in its entirety applies to this guaranty. It is not necessary for Us to proceed first against the Lessee or the Equipment before enforcing this guaranty. You grant Us continuing authority to access, review and update from time to time credit reference information, including credit bureau reports, pertaining to You. All financial providers are hereby directed and authorized to release to Us any and all information pertaining to any of Your accounts.

Signature of the Guarantor (an Individual)

X	/s/ Ryan Goepel		12/22/2020
	Ryan Goepel	NO TITLE	Date

Signature of the Guarantor (an Individual)

X
	NO TITLE	Date

10. INSURANCE. During the term of each Schedule, You shall obtain and maintain, at Your own expense: (1) property damage insurance against all loss or damage to the Equipment, including, without limitation, loss by fire, theft and such other risks of loss as are customarily insured against on the Equipment, in amounts acceptable to Us, naming Us as loss payee (“Physical Damage Insurance”); and (2) liability and third party property damage insurance in amounts acceptable to, naming Us as an additional insured. In each case, such insurance shall be with such carriers and in such policy forms acceptable to Us. All policies must provide that We be given thirty (30) days’ written notice of any material change or

CONFIDENTIAL Copyright ^©2020

CIT Group Inc. All rights reserved. CIT and Direct Capital and their logos are registered trademarks of CIT Group Inc. CIT Bank, N.A. is a subsidiary of CIT Group Inc. Direct Capital is a division of CIT Bank, N.A.

Page 1 of 2

Master Lease Agreement
	#ML01862173

cancellation. You agree to provide Us with certificates or other evidence of insurance acceptable to Us. If You do not provide Us with evidence of acceptable Physical Damage Insurance, We have the right, but not the obligation, to obtain Physical Damage Insurance covering Our interest in the Equipment for the term of each Schedule, and renewals. You agree to cooperate with Us, Our insurer and Our agent in the placement of coverage and with claims. Any Physical Damage Insurance We obtain will not insure You against third party or liability claims and may be cancelled by Us at any time. In the event We obtain the above-described Physical Damage Insurance, You will be required to pay Us an additional amount each month for the insurance premium and an administrative fee. You agree that We, Our affiliates, and/or Our Agents may make a profit in connection with the Physical Damage Insurance We obtain. The cost may be more than the cost of obtaining Your own Physical Damage Insurance. If You later provide Us with evidence that You have obtained acceptable Physical Damage Insurance, We will cancel the Physical Damage Insurance We obtained. The Physical Damage Insurance We obtain (1) will not name You as an insured, additional insured, or loss payee; (2) will not provide You with liability and third party property damage insurance; (3) may not pay any claim that You make; (4) will not pay any claim made against You; and (5) may be cancelled by Us at any time. Nothing in this paragraph will relieve You of Your responsibility for liability and third party property damage insurance coverage on the Equipment. We may negotiate and settle for Our benefit all Physical Damage Insurance claims and all liability insurance claims involving Us or the Equipment and may sign or endorse Your name on any draft, check or instrument representing insurance proceeds covering the Equipment. We shall retain any Physical Damage Insurance proceeds up to the full amount owed under the Lease. You will remain responsible for any deficiency.

11. RENT, INTERIM RENT, FEES & OTHER CHARGES: You agree and promise to pay Us the periodic rental payments for the term (including any extensions) of the Lease in accordance with each Schedule plus any applicable sales tax, use tax or property tax and all other amounts described herein that are to be paid to Us under the Lease. You agree to reimburse Us for all fees, charges and penalties We may incur as the result of Your bank rejecting any automated clearing house (ACH) debits or credits due to insufficient funds or as the result of the bank account You provided to us in the Electronic Payment Authorization (or otherwise) (the “Authorized Account”) not being properly configured for ACH transactions. We have the right to apply all sums received from You to any amounts due Us pursuant to the Lease. You agree to pay Us a nonrefundable documentation fee plus all other reasonable fees associated with the Lease, including, but not limited to, credit inquiry, site inspection, appraisal, UCC search and filing, titling fees and costs and a servicing fee of up to $379, unless otherwise noted, payable upon termination of each Schedule. Your signature or other authentication is an irrevocable offer to enter the Lease. In the event that You sign or otherwise authenticate the Lease, but the Lease is not commenced, the advance payments, documentation fee and security deposit may be retained by Us to compensate for Our documentation, processing and other expenses. A late payment charge of the greater of $15 or 15% of the amount due will be assessed on any payment not paid within 3 days of the due date; interest on any delinquent amount due may be charged from the due date until paid at the highest legal rate. You also agree to pay Our standard NSF fee of $35 for each payment returned for insufficient funds. You agree to pay Us upon receipt of Your first invoice “Interim Rent” in an amount equal to 1/30^th of the monthly rent, multiplied by the number of days from the Commencement Date to the first regular payment due date. Interim Rent is in addition to the sum of the regular monthly rent payments You are obligated to pay for the term of the Lease.

12. TAXES: You agree to pay when due or at a frequency set by Us all taxes (including sales, use, personal property tax, fines and penalties) and fees relating to the Lease or the Equipment. If We make payment on any of the above, You agree to reimburse Us. You agree to pay the Property Tax Administration fee of $79 per year.

13. EQUIPMENT OWNERSHIP: Unless the applicable Schedule contains a $1.00 purchase option, We are the owner of the Equipment and have sole title to the Equipment (excluding software) regardless of any payment to any supplier. You agree to keep the Equipment free and clear of all liens, claims and encumbrances. We have the right to inspect the Equipment at any time during Your regular business hours upon two (2) business days’ prior written notice (provided that such notice period shall not apply upon the occurrence and continuance of a Default). Provided no Default has occurred, We will not interfere with Your use and quiet enjoyment of the Equipment. Unless the applicable Schedule contains a $1.00 purchase option, You may, after written notice to Us not less than 90 days but not more than 180 days prior to the end of the initial term or 30 days prior to the end of any renewal term (as more fully provided below) of each Schedule and provided You are not in Default, (a) purchase all but not less than all of the Equipment for the fair market value, or for the purchase option amount otherwise stated on the Schedule or (b) return the Equipment to us. If the purchase occurs after the rendition date for any personal property taxes on the Equipment You agree to pay us estimated property tax based upon the prior year’s actual tax. If the applicable Schedule contains a fair market value purchase option, We will use Our reasonable judgment to determine the Equipment’s fair market value as configured, in place and installed. You agree that the “fair market value” is the amount that may reasonably be expected to be obtained for the installed Equipment in an exchange between a willing buyer and a willing seller, including costs to make the Equipment fully operational. If You do not agree with Our determination of the Equipment’s in use and in place fair market value, the fair market value (in use and in place) will be determined at Your expense by an independent appraiser mutually acceptable to You and Us. Any purchase shall be on an “as is, where is” basis, with all faults and without representation by or warranty from Us. If You elect to return the Equipment to Us, it must be returned, at Your expense, within 10 days of the expiration of this Lease to any place in the United States that We direct You in our return authorization in as good condition as when You received it, except for ordinary wear and tear. Prior to return You will pay for all outstanding lease payments, late charges, insurance charges, Our estimated property taxes on the Equipment based upon the prior year’s actual property tax, shipping and other expenses; and You will insure the Equipment for its full replacement value during shipping. If You do not deliver written notice of Your intent to purchase or return the Equipment, or having such notice fail to purchase or return the Equipment, the Lease Term of the Schedule shall be extended automatically for successive one month terms until We receive written notice at least 30 days prior to the end of the then current term from You as to Your intent to return or purchase the Equipment. If Your payment frequency is other than monthly, Your renewal payments shall be the monthly equivalent of Your periodic payment amount. Some or all of the items of Equipment returned to Us at any time may contain sensitive information or data belonging to Your organization, or Your customer/clients/patients, that is stored, recorded, or in any way contained within or on the Equipment. Before the Equipment is returned to Us or our agents, You will, at Your sole cost and expense, permanently destroy, delete and remove all such information and data that is stored, recorded or in any way contained within or on the Equipment so that further recovery of any of such information and data is not possible. We have absolutely no responsibility to remove such data and disclaim any liability for any data or information that You fail to so destroy, delete, and remove. All hard drives and other data retention components must function as originally installed after data removal.

14. UCC FILINGS: To secure Your obligations under the lease, You hereby grant Us a first priority security interest in the Equipment set forth in each Schedule and authorize Us to file UCC Financing Statements or similar instruments in Our Name or that of Our secured party representative to perfect such interest (in case this Lease is deemed a secured transaction). “Equipment” includes all replacements, parts, repairs, additions, accessions and accessories incorporated in the Equipment or affixed to the Equipment and any and all proceeds of the foregoing, including, without limitation, insurance proceeds. To secure Your obligations under the Lease, You also hereby grant Us a security interest in all of your right, title and interest in and to all of your chattel paper, goods, inventory, equipment (other than the Equipment), accounts, accounts receivable, documents, instruments, general intangibles, payment intangibles, investment property, rents, income, securities, fixtures and other property, whether now existing or owned by You or hereafter arising or acquired by You, and in all proceeds, including insurance proceeds, thereof (collectively, “Collateral”), and authorize Us to file UCC Financing Statements or similar instruments in Our Name or that of Our secured party representative to perfect such interest.

15. DEFAULT & REMEDIES: You will be in default if: You fail to make any required payment under the Lease when due; You fail to perform any other obligation of the Lease or other agreement with Us or our affiliates; any representation or warranty made by You is false; a material adverse change (as determined by Us) occurs in Your financial condition or We believe the prospect of payment is impaired; You enter or have entered against You insolvency, bankruptcy or similar proceedings; the death of a personal guarantor occurs; or You attempt to repudiate or revoke any agreement with Us (“Default”). If You are ever in Default, We, with or without notice to You, may initiate, and You hereby authorize Us to initiate, ACH debit entries at any time to the Authorized Account for all past due amounts (inclusive of any late payment charges, NSF fees and other amounts you are obligated to pay us under the Lease); may retain Your security deposit; terminate or cancel the Lease or any of Our obligations to You; require that You pay the unpaid rental payments (discounted at 4%), the amount of any purchase option and late charges, taxes, fees and interest on the same; (all such foregoing amounts added together, the “Default Amount”); sue for and recover from You any and all amounts due Us; enter the Equipment location and repossess and remove, or render unusable, the Equipment and Collateral; require You to make the Equipment and Collateral available to Us at a location determined by Us; sell or re-lease the Equipment to any party without notice under such terms and conditions as We alone shall determine; refer the Lease to an attorney for collection and pursue all other remedies available to Us under the Lease, any agreement, any applicable law or the UCC. You agree to pay all costs and expenses related to collection or repossession, including attorneys’ fees (including attorneys’ fees incurred post-judgment). You agree that any delay or failure to enforce Our rights under the Lease does not prevent Us from enforcing any rights at a later time. You agree that We will not be responsible to pay You any consequential or incidental damages you claim under the Lease.

16. FAX & ELECTRONIC DOCUMENTS: No modification to the Lease as supplied by Us to You shall be effective unless agreed to in writing or other authentication by Us. A fax or copy version of Your signature or other authentication on this Lease when received by Us shall be binding on You for all purposes as if originally signed. The Lease shall only become binding against Us when actually signed or authenticated by Us. If a printed version of the Lease is used, both You and We agree that the only version of the Lease that shall constitute the original authoritative version for all purposes is the version containing Our original signature and Your original, fax, copy or electronically affixed signature. If an electronic version of the Lease is used, both You and We agree that the only version of the Lease that shall constitute the sole authoritative version for all purposes is the version which has been authenticated by You and Us in accordance with applicable law and controlled by the “owner” (pursuant to the rules and regulations of DocuSign); provided that if the “Paper Out” process shall have occurred pursuant to the DocuSign product Reference Guide, and there shall simultaneously exist both the “Paper Out” printed version and an electronic version of the Lease, then the “Paper Out” printed version of the Lease as identified in the DocuSign audit record and corresponding affidavit shall constitute the sole authoritative version for all purposes. Both you and We hereby agree that the Lease may be authenticated by each party by electronic means, and expressly consent to the use of an electronic version of the Lease to embody the entire agreement and the understanding between You and Us. You wish to continue to receive information at Your fax and/or email addresses. The Lease may be executed in any number of counterparts, and all such counterparts, taken together, shall constitute one and the same instrument. Reference herein to “DocuSign” shall mean DocuSign, Inc., San Francisco, CA, or any successor electronic custodian appointed by Us.

17. CELL PHONE CONSENT: You agree that by providing Us with a telephone number for a cellular phone or other wireless device, You are expressly consenting to receiving communications – including but not limited to prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing system—from Us and Our assigns, affiliates, and agents to You at that number. This express consent applies to each such telephone number that you provide Us now or in the future and permits such calls regardless of their purpose. These calls and messages may incur access fees from your cellular provider.

ACCEPTED:

Lessee Global Crossing Airlines LLC DBA Global Crossing Airlines LLC

X	/s/ Ryan Goepel
	Ryan Goepel	Member	Date

	Lessor: CIT Bank, N.A
X
		Authorized Representative	Date

CONFIDENTIAL Copyright ^©2020

CIT Group Inc. All rights reserved. CIT and Direct Capital and their logos are registered trademarks of CIT Group Inc. CIT Bank, N.A. is a subsidiary of CIT Group Inc. Direct Capital is a division of CIT Bank, N.A.

Page 2 of 2

EQUIPMENT SCHEDULE #DCC-1633213

Master Lease Agreement #ML01862173

This Equipment Schedule is subject to all of the terms and conditions of the referenced Master Lease Agreement (“Master Lease”), including, without limitation, Section 14 (UCC Filings). Each capitalized term used herein has the same meaning given to it in the referenced Master Lease unless otherwise defined herein. You have reviewed and acknowledge all terms of this Lease. Please sign or authenticate where noted.

LESSEE INFORMATION: Please verify this section and complete any missing information
Lessee: Global Crossing Airlines LLC DBA Global Crossing Airlines LLC
Billing Address: 4200 Nw 36th Street
City: Miami	State: fl	Zip: 33166	County:
Federal Tax ID: 832108996		State of Incorporation:
Phone: 3058694780	Fax:		Email: francisco.arguello@globalxair.com

EQUIPMENT DESCRIPTION:

All personal property as set forth on the below Invoice numbers dated as listed, including all attachments, accessories and inclusions per Invoice and all replacement parts, additions, repairs, accessions, attachments and accessories now or hereafter incorporated in or affixed to it, the “Equipment”.

Supplier(s) and Invoice Number(s):

See the attached Invoices for Equipment listing purposes only. You acknowledge that You are choosing to lease this Equipment over time per the payment schedule and terms and conditions of this Lease rather than the cash price listed on the Invoice(s).

Equipment Location (if different from billing): 4200 Nw 36th Street Miami fl 33166

LEASE TERMS and CONDITIONS:
Your Rent is set forth below, which is due in advance on the due date to be established by Us on our acceptance of this Schedule. This Schedule shall commence upon Our written acceptance or other authentication on the “Commencement Date” (provided below), the occurrence of which is described in the Master Lease. Upon the occurrence of the Commencement Date, this shall become a noncancelable, irrevocable lease; it cannot be cancelled or terminated.
LEASE TERM: 36 Months (term is monthly unless otherwise indicated)	MONTHLY RENT: $742.18 (plus applicable sales tax)	UPFRONT PAYMENT AMOUNTS: * Security Deposit $0.00 Advance Pmt w/ Estm. Tax    $794.14 Processing Fees $0.00 *Inclusive of estimated sales tax where applicable	END OF LEASE OPTION: DCC FMV
End of Lease Option: Provided no Default under the Lease has occurred and is continuing, You may, at the end of the Lease term, purchase the Equipment for the amount listed under End of Lease Option above, on an “as is, where is” basis, with all faults and without representation by or warranty from Us. Delivery Guaranty Option: If this option is elected, in reliance on Your promise to pay Us and subject to Lease terms, We may, subject to credit approval, pay Supplier(s) prior to Equipment delivery. In such case, You understand that despite the fact that some or all of the Equipment has not been delivered or installed, You authorize Us to pay Supplier(s) and Your obligations under this Lease will commence immediately and are absolute and unconditional. You understand and agree that if You are not satisfied with any part of the Equipment, You will only look to persons other than Us, such as Supplier(s), manufacturer, vendor, installer or carrier, and shall not: (i) assert against Us any claim or defense that You may have with the Equipment, installation or delivery and (ii) withhold, set off or reduce any payment due under this Lease by reason thereof. Election of the Delivery Guaranty Option is made separately. Assignment of Invoice: For each Supplier that has directly invoiced You for any Equipment, You agree that each and every invoice pursuant to this Lease is hereby sold, assigned and transferred to Us, including all of Your rights, title and interest in and to the Invoice and the covered Equipment. Rent Adjustment: You agree that We may adjust the Rent (as set forth above) upward or downward, as the case may be, in proportion to any variation between the final Equipment cost and the estimated Equipment cost upon which the original Rent set forth above was based, and You so authorize Us to make any such adjustment. Program Change: The below change applies to this Schedule only. Except for the below change, no other change in the terms or provisions of the Master Lease are intended or implied. End of Lease Notice: The third sentence in Section 13 of the Master Lease is hereby deleted in its entirety and the following sentence inserted in lieu thereof. “Unless the applicable Schedule contains a $1.00 purchase option, You may, after written notice to Us 30 days prior to the end of the initial term or 30 days prior to the end of any renewal term (as more fully provided below) of each Schedule and provided You are not in Default, (a) purchase all but not less than all of the Equipment for the fair market value or for the purchase option amount otherwise stated on the Schedule or (b) return the Equipment to us. “ Equipment Purchase: If the Delivery Guaranty Option is not applicable, You authorize Us to pay Supplier(s) pursuant to the attached Invoice(s). Upon signing or authenticating below, Your promises herein will be irrevocable and unconditional in all respects.

LEASE ACCEPTANCE:
Lessee: Global Crossing Airlines LLC DBA Global Crossing Airlines LLC				Lessor: CIT Bank, N.A.
				X
X	/s/ Ryan Goepel		12/22/2020	Authorized representative
	Ryan Goepel	Member	Date	Commencement Date:

CONFIDENTIALCopyright ^©2020 CIT Group Inc. All rights reserved. CIT and Direct Capital and their logos are registered trademarks of CIT Group Inc. CIT Bank, N.A. is a subsidiary of CIT Group Inc. Direct Capital is a division of CIT Bank, N.A.

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for You: When You open an account, We will ask for Your name, address, date of birth, and other information that will allow Us to identify You. We may also ask to see Your driver’s license or other identifying documents.

At CIT, you and your business are our top priority.

We feel strongly about meeting the credit needs of businesses like yours from all communities we serve.

As part of this, we’re asking you to help us confirm an estimate of your business’ annual revenue based on your most recent fiscal year ended. By providing this data, you are helping us to fulfill our commitment to serving the convenience and needs of our local communities.”

Please select the range which aligns most closely with your annual revenue. Your options will be:

New Business or Entity

We appreciate your business and input.

Thank you!

CIT

CONFIDENTIAL

Copyright ^© 2020

CIT Group Inc. All rights reserved. CIT and Direct Capital and their logos are registered trademarks of CIT Group Inc. CIT Bank, N.A. is a subsidiary of CIT Group Inc. Direct Capital is a division of CIT Bank, N.A.

By checking the æI AgreeÆ box, I confirm that:

• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC CONSUMER DISCLOSURES document; and

• I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and

• Until or unless I notify Direct Capital as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by Direct Capital during the course of my relationship with you.

CONSUMER DISCLOSURE

From time to time, Direct Capital (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the æI agreeÆ button at the bottom of this document.

Getting paper copies

At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

Withdrawing your consent

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IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver’s license or other identifying documents.

EX-10.3

Exhibit 10.3

EXECUTION TEXT

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

2 December 2020

Falcon MSN 2695 Trust

as Lessor

and

Global Crossing Airlines, Inc.

as Lessee

AIRCRAFT LEASE AGREEMENT

One (1) Airbus A320-200 Aircraft bearing manufacturer’s serial number 2695, together with two (2) installed CFM International, Inc. CFM56-5B4/P engines bearing manufacturer’s serial numbers 577495 and 577496

COUNTERPART NO. 2 OF 6 SERIALLY NUMBERED, MANUALLY EXECUTED COUNTERPARTS. TO THE EXTENT THAT THIS AIRCRAFT LEASE AGREEMENT CONSTITUTES CHATTEL PAPER UNDER ANY APPLICABLE LAW IN ANY JURISDICTION, NO SECURITY INTEREST IN THIS AIRCRAFT LEASE AGREEMENT MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO. 1.

CONTENTS

CLAUSE		PAGE
1.	DEFINITIONS AND INTERPRETATION		1
2.	LESSEE’S REPRESENTATIONS AND WARRANTIES		23
3.	LESSOR’S REPRESENTATIONS AND WARRANTIES		27
4.	CONDITIONS		28
5.	LEASE		28
6.	ACCEPTANCE AND DELIVERY		28
7.	LESSOR’S LIABILITY		33
8.	QUIET ENJOYMENT		35
9.	RENTAL AND OTHER PAYMENTS		36
10.	EXPENSES AND INDEMNITIES		42
11.	TAXATION		44
12.	PAYMENT MECHANICS		46
13.	GENERAL UNDERTAKINGS		49
14.	OPERATIONAL UNDERTAKINGS		54
15.	MAINTENANCE AND REPAIR		59
16.	TITLE AND REGISTRATION		65
17.	SUPPLIERS’ WARRANTIES		66
18.	INSURANCES		66
19.	TOTAL LOSS		70
20.	REQUISITION FOR HIRE		72
21.	REDELIVERY		73
22.	EARLY TERMINATION		76
23.	EVENTS OF DEFAULT		78
24.	CONSEQUENCES OF AN EVENT OF DEFAULT		82
25.	TRANSFERABILITY		85
26.	FURTHER PROVISIONS		87
27.	NOTICES		90
28.	GOVERNING LAW AND ENFORCEMENT		92
SCHEDULE 1 DESCRIPTION OF AIRCRAFT			94
SCHEDULE 2 DOCUMENTS AND FINANCE PARTIES			99
SCHEDULE 3 CONDITIONS			101
SCHEDULE 4 CERTIFICATES			107
SCHEDULE 5 INSURANCE REQUIREMENTS			110

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SCHEDULE 6 FORM OF MONTHLY OPERATIONAL REPORT	113
SCHEDULE 7 FORM OF DEREGISTRATION POWER OF ATTORNEY	116
SCHEDULE 8 DELIVERY CONDITION	118
SCHEDULE 9 REDELIVERY CONDITION	123
SCHEDULE 10 ADJUSTMENT CHARTS	132
SCHEDULE 11 FORM OF LESSEE NOTICE OF ASSIGNMENT	133
SCHEDULE 12 LESSOR REFUND—INVOICES	142
SCHEDULE 13 FORM OF LEASE SUPPLEMENT	143
SCHEDULE 14 RENT AND OTHER TERMS	148

LEASE SIGNATURE PAGES

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THIS AGREEMENT is dated 2 December 2020 and made between:

(1) Falcon MSN 2695 Trust, a Delaware statutory trust, having its principal place of business at 1100 N. Market Street, Wilmington, DE 19890-1605, USA (the Lessor); and

(2) Global Crossing Airlines, Inc., a company incorporated under the laws of the State of Delaware having its principal place of business at Bldg. 5A Miami Intl Airport, 4200 NW 36th Street Miami Florida 33152 (the Lessee).

BACKGROUND

The Lessee has asked the Lessor to lease the Aircraft to the Lessee, which the Lessor has agreed to do on the terms and conditions set out in this Agreement.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

6Y Check means the 6-year C check, which shall include the 6-year heavy maintenance visit, when due (including all lesser checks and the airframe sequential systems/zonal/structural check, corrosion prevention and control and aging aircraft inspections, if any, and all out-of-sequence inspections due at that time), as defined in the then latest revision of the MPD including systems, structural and zonal checks and all lower A checks.

12Y Check means the 12-year C check, which shall include the 12-year heavy maintenance visit, when due (including all lesser checks and the airframe sequential systems/zonal/structural check, corrosion prevention and control and aging aircraft inspections, if any, and all out-of- sequence inspections due at that time), as defined in the then latest revision of the MPD including systems, structural and zonal checks and all lower A checks.

Acceptance Certificate means an acceptance certificate substantially in the form set out in Part A (Form of Acceptance Certificate) of Schedule 4 (Certificates).

Account Bank means the bank notified by the Lessor to the Lessee by at least five (5) Business Days’ notice in writing to be the Account Bank.

Actual Engine Ratio means the quotient of the number of Engine Hours experienced divided by Engine Cycles experienced for a given period of time.

Actual PBH Rental has the meaning specified in Clause 2 (Rental) of Schedule 14 (Rent and Other Terms).

AD Threshold has the meaning specified in Clause 1 (Certain Defined Terms) of Schedule 14 (Rent and Other Terms).

Adjustment Date has the meaning given to it in paragraph (b) of Clause 9.2 (Supplemental Rental).

Affiliate means, in relation to any person, a Subsidiary of that person or a holding company of that person or any other Subsidiary of that holding company.

Agency means any agency, authority, central bank, department, government, legislature, minister, ministry, official, or public or statutory person (whether autonomous or not) of, or of the government of, a state or any political sub-division in or of that state.

Agreed Maintenance Performer means a maintenance facility acceptable to Lessor that is an approved FAA and/or EASA Part 145 maintenance provider.

Agreed Value has the meaning specified in Clause 1 (Certain Defined Terms) of Schedule 14 (Rent and Other Terms).

Aircraft means the aircraft described in Schedule 1 (Description of Aircraft) (including the Airframe, each Engine whether or not installed on the Airframe, each Part and component thereof, all ancillary equipment or devices furnished with the Aircraft under this Agreement, the Aircraft Documents and all substitutions, replacements and renewals of any and all thereof) or, if applicable, any part of it.

Aircraft Assets means the Aircraft, the Aircraft Proceeds or any interest in them or in the Relevant Documents.

Aircraft Documents means the documents identified as Aircraft Documents in Schedule 1 (Description of Aircraft), together with the Technical Records and all additions to, renewals of, revisions to and replacements of them from time to time and including any digital forms of such.

Aircraft Maintenance Manual means, at any time, the Manufacturer’s then current aircraft maintenance manual for the Aircraft.

Aircraft Proceeds means any Insurance Proceeds, Requisition Proceeds, Total Loss Proceeds and any other amount that is due by way of compensation, damages or similar payment in respect of any loss of, or damage to, the Aircraft.

Aircraft Protocol means the Protocol to the Convention on International Interests in Mobile Equipment on matters specific to Aircraft Equipment, opened for signature in Cape Town, South Africa on 16 November 2001.

Airframe means the Aircraft together with all Parts relating to it, but excluding the Engines (or any engines from time to time installed thereon) and the Aircraft Documents.

Airworthiness Directive or AD means (i) any airworthiness directive of the FAA or EASA requiring the inspection, alteration, modification or repair of the Aircraft or aircraft of a similar model to the Aircraft (including its Engines (or engines of a similar model to the Engines) or any Parts), or (ii) any mandatory service bulletin requiring the inspection, alteration, modification or repair of the Aircraft (including its Engines (or engines of a similar model to the Engines) or any Parts) or aircraft of a similar model to the Aircraft, or (iii) any regulatory order or directive of the FAA or other Agency having jurisdiction over Lessee or the Aircraft (including its Engines (or engines of a similar model to the Engines) or Parts) not issued as an airworthiness directive but requiring the inspection, alteration, modification or repair of the Aircraft or aircraft of a similar model to the Aircraft.

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Anti-Bribery Law means any applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including, but not limited to, the Bribery Act 2010 in any jurisdiction.

Anti-Social Conduct means: (a) demand and conduct with force and arms, (b) an unreasonable demand and conduct having no legal cause, (c) threatening or committing violent behavior relating to its business transactions, (d) an action to defame the reputation or interfere with the business of the Lessor, using fraudulent means or resorting to force, or (e) any other actions similar or analogous to any of the foregoing in any jurisdiction.

Anti-Social Group means a member of any criminal force.

Anti-Social Relationship means in relation to a person: (a) an Anti-Social Group controls or is substantially involved in its management, (b) is involved in the provision of funds or other benefits to an Anti-Social Group, or (c) any of its directors or any other person who is substantially involved in its management has a socially objectionable relationship with an Anti-Social Group.

APU means:

(a) the auxiliary power unit of the Aircraft as identified in Schedule 1 (Description of Aircraft) and having the manufacturer’s serial number set out in the Acceptance Certificate; or

(b) any auxiliary power unit substituted for that auxiliary power unit in accordance with this Agreement, title to which has transferred to the Owner.

APU Basic Shop Visit means any shop visits requiring teardown, disassembly and overhaul/ refurbishment/ heavy repair of the compressor and turbine sections of the APU in accordance with the APU manufacturer’s Workscope Planning Guide.

APU Hour means each hour or part of an hour (measured in minutes) during which the APU is operated.

Assignment of Insurances means the assignment of Insurances dated on or about the Delivery Date by the Lessee in favor of the Lessor or the Security Trustee as the case may be.

Assignment of Reinsurances means (if required by the Lessor) the assignment of Reinsurances dated on or about the Delivery Date by the Insurers in favor of the Lessor or the Security Trustee as the case may be.

Associated Aircraft means each aircraft (other than the Aircraft) leased by the Lessor or an Affiliate of the Lessor to the Lessee or an Affiliate of the Lessee from time to time, each as more particularly defined in the relevant Associated Lease, provided that an aircraft shall cease to be an Associated Aircraft if the owner of that aircraft shall cease to be either (i) an Affiliate of the Lessor, or (ii) a special purpose entity (incorporated by way of orphan trust or otherwise) incorporated for the purposes of any financing of such aircraft by the Lessor Parties (as such term is defined in each Associated Lease).

Associated Engine means an Engine as defined in an Associated Lease.

Associated Lease means an aircraft lease agreement between the Lessor or an Affiliate of the Lessor and the Lessee or an Affiliate of the Lessee relating to an Associated Aircraft.

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Associated Part means a Part as defined in an Associated Lease.

Assumed Engine Ratio has the meaning given to it in paragraph (b) of Clause 9.2 (Supplemental Rental).

Authorization means an authorization, consent, approval, resolution, license, permit, exemption, filing, notarization or registration.

Aviation Authority means the person which, under the laws of the State of Registration and/or the Lessee’s Home Jurisdiction, has at any time:

(a) control or supervision of civil aviation in that state; or

(b) jurisdiction over the registration, airworthiness or operation of, or other matters relating to, the Aircraft.

As of the date hereof, the FAA is the Aviation Authority.

AVN67B or AVN67C means the Airline Finance/Lease Contract Endorsement AVN67B or AVN67C (as applicable), or any successor contract endorsement published by the Aviation Insurance Clauses Group from time to time approved by the Lessor and the Security Trustee in writing as an alternative to AVN67B or AVN67C (as the case may be).

AVN99 means the Aircraft Finance/Lease Contract - Continuing Liability Endorsement AVN99, or any successor contract endorsement published by the Aviation Insurance Clauses Group from time to time approved by the Lessor and the Security Trustee in writing as an alternative to AVN99.

Bankruptcy Code means Title 11 of the United States Code.

Basic Rental has the meaning specified in Clause 1 (Certain Defined Terms) of Schedule 14 (Rent and Other Terms).

Basic Rental Date has the meaning specified in Clause 2 (Rental) of Schedule 14 (Rent and Other Terms).

Broker means an insurance broker or reinsurance broker (as the case may be) of recognized international standing in relation to the Insurances or Reinsurances.

Business Day means a day (other than a Saturday or Sunday) on which:

(a) banks are open for general business in the Lessor’s Home Jurisdiction and the Lessee’s Home Jurisdiction; and

(b) (in relation to any payment under this Agreement denominated in Dollars) banks are open for general business in New York; and

(c) (in relation to any payment under this Agreement denominated in a currency other than Dollars), banks are open for business in the place in which that payment is to be made; and

(d) (in relation to a Quotation Day), banks are open for business in London.

Call Option Termination Date has the meaning give to that term in Clause 6.9(b).

- 4 -

Cape Town Convention means the Convention and the Aircraft Protocol together.

Certificated Air Carrier means any person (except the United States government) that: (a) is a “citizen of the United States”, as defined in Section 40102(a)(15)(c) of the Title 49 of the United States Code and (b) holds both (i) a Certificate of Public Convenience and Necessity issued under Section 41102 of Title 49 of the United States Code by the Department of Transportation or predecessor or successor agency thereto, or in the event such certificates are no longer issued, a person meeting the requirements set forth immediately above holding all necessary certificates, authorizations and licenses and legally engaged in the business of transporting passengers or cargo for hire by air predominantly to, from or between points within the United States of America, and (ii) an air carrier operating certificate issued pursuant to Chapter 447 of Title 49 of the United States Code for aircraft capable of carrying ten or more individual or 6,000 pounds or more of cargo thus entitling Lessor to the benefits of Section 1110.

C-Check means a C check inclusive of all structural inspections, zonal inspections, CPCP, out of phase tasks required for the time and cycles since new or last completion of such tasks and all lower lever multiple maintenance tasks in accordance with the Maintenance Program in effect on the date on which such check is carried out.

Change of Control has the meaning given to such term in Clause 22.2(a).

Change of Control Termination Date has the meaning given to such term in Clause 22.2(c).

Claims Limit means two hundred fifty thousand Dollars ($250,000) or its equivalent in any other currency.

Conditions Precedent means the conditions to delivery of the Aircraft identified in Clause 4.1 (Conditions Precedent).

Conditions Subsequent means, if any, the items identified as Conditions Subsequent in Part C (Conditions Subsequent) of Schedule 3 (Conditions).

Confidential Information has the meaning given to it in paragraph (a) of Clause 26.6 (Confidentiality).

Consolidated Text means the consolidated text of the Convention and the Aircraft Protocol as attached to Resolution No.1 of the Final Act of the Diplomatic Conference to adopt the Convention and the Aircraft Protocol held under the auspices of ICAO and UNIDROIT at Cape Town from 29 October to 16 November 2001.

Consultation Period has the meaning given to it in paragraph (a) of Clause 22.3 (Consultation).

Contracting State means a state which has ratified, accepted, approved or acceded to the Cape Town Convention in accordance with its own laws and the requirements of the Cape Town Convention.

Convention means the Convention on International Interests in Mobile Equipment, opened for signature in Cape Town, South Africa on 16 November 2001.

CPCP means the Corrosion Prevention and Control Programme.

- 5 -

Cycle means one takeoff and landing of the Aircraft or, in respect of any Engine or Part temporarily installed on another aircraft, of that other aircraft, and shall include for the avoidance of doubt, a “touch and go” take-off and landing.

Default means an Event of Default or any event or circumstance specified in Clause 23 (Events of Default) which would (with the expiry of any grace period, the giving of any notice, the making of any determination by the Lessor under the Relevant Documents or any combination of the foregoing) be an Event of Default.

Default Notice has the meaning given to it in paragraph (a)(iv) of Clause 24.2 (Lessor’s rights).

Default Termination Date means the date identified by the Lessor in the Default Notice as the date upon which the leasing of the Aircraft shall be cancelled and/or terminated.

Defect means a defect, deficiency or non-conformity of the Aircraft with the condition that it is required to be in under this Agreement which is recorded in the Aircraft maintenance log or the Manufacturer’s significant rework log.

Defect Notice has the meaning given to it in paragraph (c)(i) of Clause 6.2 (Acceptance and Delivery).

Delivery means the delivery of the Aircraft by the Lessor to the Lessee and the acceptance of the Aircraft by the Lessee in accordance with this Agreement.

Delivery Condition means that the Aircraft:

(a) is airworthy and in good working order and repair;

(b) complies with the description of the Aircraft set out in Schedule 1 (Description of Aircraft) and is in the delivery condition set out in Schedule 8 (Delivery Condition).

Delivery Date means the date on which Delivery takes place.

Delivery Location means Marana airport, Arizona, USA where the pre-delivery inspection is to be performed, or if deemed necessary by Lessor, at an alternative location mutually acceptable to Lessor and Lessee which shall be chosen with a view to lawfully and properly minimizing taxes that may be payable in connection with the transactions contemplated hereby.

Deregistration Power of Attorney means an irrevocable deregistration power of attorney executed by the Lessee in favor of the Lessor and the Security Trustee substantially in the form set out in Schedule 7 (Form of Deregistration Power of Attorney).

Dollars or $ means the lawful currency of the United States of America.

EASA means the European Aviation Safety Agency established by Regulation (EC) No. 1592/2002, or any successor thereto.

Economic Sanctions Law means any economic or financial sanctions administered by OFAC, the US State Department, and any other agency of the US government, the United Nations, the European Union or any member state thereof, or any other national economic sanctions authority.

EGT means engine exhaust gas temperature.

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Engine means any Engine installed on or furnished with the Aircraft on the Delivery Date, such Engines being identified as to manufacturer, type and manufacturer serial number in Schedule 1 or in the Lease Supplement, and any Replacement Engine which may from time to time be substituted therefor pursuant to and in accordance with Clause 15; together in each case with any and all Parts, including QEC Parts, incorporated or installed in or attached thereto and any and all Parts, including QEC Parts, removed therefrom so long as title thereto remains vested in Owner in accordance with the terms of Clause 15 after removal from such Engine. The term “Engines” shall mean, as of any date of determination, all Engines then leased hereunder.

Engine Basic Shop Visit means, with respect to each Engine, a major engine shop visit performed by an Agreed Maintenance Performer which: (a) results in performance restoration of the Engine; (b) requires the disassembly, repair and performance restoration refurbishment of the HPC, HPT and Combustor modules of the Engine, and the inspection, teardown, disassembly and repair, refurbishment or overhaul as and if required (as dictated by inspection or engine trend monitoring and the Engine Manufacturer’s shop manual limits) of each of the other modules of the Engine, all in accordance with the Engine Manufacturer’s then current CFM56-5B Workscope Planning Guide requirements and recommendations; and (c) results in each LLP having sufficient cyclic life remaining and each Airworthiness Directive having sufficient clearance period to its next due date to match the expected on-wing performance life in terms of Engine hours and cycles (in line with industry MTBR and MCBR as published by the Engine Manufacturer) for such Engine after such shop visit.

Engine Basic Shop Visit Reference Amount has the meaning given to it in paragraph (a)(iii) of Clause 9.2 (Supplemental Rental).

Engine Hour means each hour or part of an hour (measured in minutes) during which the relevant Engine is operated.

Engine Manufacturer means CFM International, Inc.

EU ETS Legislation means the EU Directive EC/2008/101 regarding the European Union Emissions Trading Scheme and its application to aviation and all related implementation legislation.

Eurocontrol means the European Organisation for the Safety of Air Navigation or any successor thereto.

Event of Default means any of the events or circumstances specified as such in Clause 23 (Events of Default).

Expiry Date means the earliest of:

(a) the Original Expiry Date (or any extension of that date pursuant to Clause 20.4 (Requisition at end of Lease Period), Clause 21.7 (Failure to comply) or Clause 21.9 (Storage upon Redelivery);

(b) the Insurance Change Termination Date;

(c) the Total Loss Date;

(d) the Call Option Termination Date;

(e) the Illegality Termination Date;

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(f) the Change of Control Termination Date; and

(g) the Default Termination Date.

FAA means the Federal Aviation Administration of the United States of America or its successor for the time being.

FAR means the Federal Aviation Regulations promulgated under the Federal Aviation Act, as amended and supplemented from time to time.

Final Inspection means the inspection checks and test flights required pursuant to Clause 21 (Redelivery).

Final Inspection Date means the last date on which the Lessee is given the opportunity to inspect the Aircraft in accordance with Clause 6.1 (Pre-delivery Inspection) before the Aircraft is tendered for Delivery by the Lessor.

Final Maintenance means the work referred to in paragraph 1(m) of Schedule 9 (Redelivery Condition) and the other maintenance requirements set out in that Schedule.

Finance Documents means:

(a) each of the documents listed in Part B (Finance Documents) of Schedule 2 (Documents and Finance Parties); and

(b) any other document which is from time to time designated by the Lessor as a Finance Document by notice to the Lessee.

Finance Party means the Security Trustee, the Owner and each other person from time to time designated by the Lessor as a Finance Party by notice to the Lessee.

Financial Indebtedness means any indebtedness for or in respect of:

(a) moneys borrowed;

(b) any amount raised by acceptance under any acceptance credit facility or dematerialized equivalent;

(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a finance or capital lease;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

(g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);

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(h) shares which are expressed to be redeemable;

(i) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

(j) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (i) above.

Financing means the financing arrangements (if any) entered into by the Lessor Parties from time to time in order to finance or refinance the Owner’s interest in the Aircraft.

First Security Deposit Installment has the meaning specified in Clause 1 (Certain Defined Terms) of Schedule 14 (Rent and Other Terms).

Flight Charge means any en route navigation charge, service charge and any other charge payable by the Operator for the use of, or for services provided at, any airport, whether in respect of the Aircraft or any other aircraft operated by the Operator.

Flight Hour means each hour or part of an hour (measured in minutes) elapsing from the moment the wheels of the Aircraft (or where relevant, any other aircraft) leave the ground on take-off until the wheels of the Aircraft (or, where relevant, such other aircraft) next touch the ground on landing.

GAAP means generally accepted accounting principles, standards and practices in the Lessee’s Home Jurisdiction, including IFRS.

Geneva Convention means the Convention on the International Recognition of Rights in Aircraft opened for signature at Geneva, Switzerland on 19 June 1948, as amended from time to time.

Good Airline Practice means the best practice of air operators of similar aircraft or engines to the Aircraft of internationally recognized reputation.

Guaranteed PBH Rental has the meaning specified in Clause 1 (Certain Defined Terms) of Schedule 14 (Rent and Other Terms).

Habitual Base means:

(a) Florida; or

(b) such other location:

(i) if in the State of Registration, that the Lessee may from time to time notify to the Lessor; or

(ii) if outside the State of Registration, agreed by the Lessee, the Lessor and the Security Trustee in accordance with this Agreement.

Hijacking means the hijacking, theft or disappearance of the Aircraft or, where not attached to the Airframe, an Engine, resulting in loss of possession by the Operator.

Home Jurisdiction means, in relation to any person, the jurisdiction under the laws of which that person is constituted.

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IATA means the International Air Transport Association or any successor thereto.

ICAO means the International Civil Aviation Organisation.

IDERA means an Irrevocable De-Registration and Export Request Authorization as required by the Cape Town Convention authorizing the Lessor or such other person as the Lessor may from time to time specify to deregister and export the Aircraft from the State of Registration in the form approved by the Aviation Authority.

IFRS means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

Illegality Event means:

(a) it being or becoming impossible or unlawful under any applicable law for the Lessee or any Lessor Party to perform any of its material obligations or to exercise any of its material rights under any Relevant Document; or

(b) any Relevant Document becoming invalid, ineffective or unenforceable, in whole or in part, or ceasing to constitute the legally valid, binding and enforceable obligations of the Parties with the result that the Lessor’s interests under any Relevant Document are materially and adversely affected,

in each case as a result of an event which is not caused by and is beyond the control of the Lessee.

Illegality Termination Date means, in relation to an Illegality Event:

(a) if the Illegality Event has occurred, the date notified to the Lessee by the Lessor as the Illegality Termination Date; or

(b) if the Illegality Event has not occurred, the date falling thirty (30) days before the date upon which the Illegality Event will occur or such earlier date as the Lessor and the Lessee may agree.

Indemnitee means each Lessor Party, each Finance Party, and in each case their shareholders, Affiliates, officers, agents and employees.

Inspection Date(s) means the date(s) on which the Lessee is to be given the opportunity to inspect the Aircraft in accordance with Clause 6.1 (Pre-delivery Inspection).

Insurance Change means, in relation to any of the Insurances, a material change in generally accepted industry-wide practice with respect to those Insurances, taking into account the type of the Aircraft and the routes on which the Aircraft is operated.

Insurance Change Termination Date means the date identified by the Lessor in the Insurance Change Termination Notice as the Insurance Change Termination Date.

Insurance Change Termination Notice has the meaning given to it in paragraph (g) of Clause 18.3 (Lessor’s insurance requirements).

Insurance Proceeds means the amounts that are payable as a consequence of a claim under the Insurances (other than the Liability Insurances).

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Insurances means the insurance and reinsurance cover required to be effected and maintained under this Agreement.

Insurers means the insurers and reinsurers providing the Insurances.

International Registry has the meaning given to it in article 1(cc) of the Cape Town Convention.

Landing Gear means:

(a) the landing gear of the Aircraft as identified in Schedule 1 (Description of Aircraft) and having the manufacturer’s serial numbers set out in the Acceptance Certificate; or

(b) any landing gear substituted for that landing gear in accordance with this Agreement, title to which has transferred to the Owner.

Landing Gear Overhaul shall mean the complete refurbishment or major restoration of the Landing Gear in accordance with the overhaul or restoration procedures in the manufacturer’s overhaul manual, or other applicable manufacturer maintenance or repair manual for the Landing Gear, the extent of which restores the Landing Gear to a “zero time since overhaul” condition, or other refurbished or restored condition sufficient to permit reasonable expectation that the Landing Gear will not require removal due to its condition prior to the completion of the full expected interval between overhauls based upon the manufacturer recommendations. The Landing Gear Overhaul shall be deemed complete only once the Landing Gear had been reinstalled in the Aircraft.

Landing Gear Reference Amount has the meaning given to it in paragraph (a)(i) of Clause 9.2 (Supplemental Rental).

Late Payment Charges means amounts payable in respect of overdue amounts both before and after judgment at the Relevant Rate and compounded at the end of each Reference Period selected by the Lessor.

Lease Period means the period starting on the Delivery Date (or, in the case of delayed acceptance pursuant to Clause 6.3 (Delayed Acceptance) the Rent Commencement Date) and terminating on the Expiry Date.

Lease Supplement means Lease Supplement No. 1, substantially in the form of Schedule 13, and any subsequent Lease Supplements as contemplated by Clause 15.4 (Permanent replacement of Engines and Parts).

Lessee Consent means any acknowledgement of the Lessee relating to a Lessee Notice of Assignment.

Lessee Notice of Assignment means any notice of assignment from the Lessor and the Security Trustee to the Lessee substantially in the form attached as Schedule 11 (Form of Lessee Notice of Assignment).

Lessee Obligation has the meaning given to it in paragraph (b)(i) of Clause 9.5 (Concerning the Security Deposit).

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Lessor Parent means Falcon Aerospace Limited, a company incorporated under the laws of the Cayman Islands whose registered office is at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

Lessor Party means the Lessor, the Lessor Parent, the Owner and any Servicer.

Lessor’s Security means:

(a) any Security over the Aircraft created by the Lessor or the Owner or through the Lessor or the Owner in connection with any Finance Document; and

(b) any other Security over the Aircraft resulting from claims against the Lessor or the Owner which are not related to the transactions contemplated by the Relevant Documents or permitted under the Relevant Documents (other than as a consequence of an Event of Default or any act or omission of the Lessee).

Liability Insurances means the Insurances referred to in paragraph 1.4 of Schedule 5 (Insurance Requirements).

LIBOR has the meaning specified in Clause 1 (Certain Defined Terms) of Schedule 14 (Rent and Other Terms).

Life-limited Part or LLP means any Part which has a working life limit (expressed in Flight Hours, Cycles or calendar time) determined by its manufacturer and endorsed by the Aviation Authority and/or prescribed by the FAA or EASA (as the case may be).

Loss Payee means the person to whom Insurance Proceeds are payable:

(a) in the case of a Total Loss of the Airframe, pursuant to paragraph 2(c) of Schedule 5 (Insurance Requirements);

(b) in the case of a Total Loss of an Engine not involving a Total Loss of the Airframe, pursuant to Clause 19.3 (Total Loss of Engine or Part); and

(c) in the case of loss or damage other than a Total Loss pursuant to Clause 18.6 (Settlement of claims and loss adjustment).

Losses includes all losses (including loss of profit), payments, damages, liabilities, claims, proceedings, actions, penalties, fines, duties, fees, rates, levies, charges, demands, royalties or other sanctions of a monetary nature, fees, insurance premiums, calls, judgments, costs and expenses .

Maintenance Program means: (i) in respect of the Aircraft, Lessee’s Aviation Authority and EASA-approved maintenance program for Airbus A320-200 aircraft, or such other Aviation Authority and EASA- approved maintenance program as in effect from time to time for the Aircraft encompassing scheduled maintenance, condition-monitored maintenance and on condition maintenance of the Airframe, Engines and Parts and components of the Aircraft, and provided that such maintenance program shall be the substantial equivalent of the current MPD including all supplements, updates and amendments as issued by the Manufacturer during the Lease Period; and (ii) in respect of the Engines and associated Parts, Lessee’s Aviation Authority and FAA-approved maintenance program for CFM56-5B4/P engines, which shall be the substantial equivalent of the current Engine Manufacturer Workscope Planning Guide, including all supplements, updates and amendments as issued by the Engine Manufacturer during the Lease Period; and in respect of compliance with Clause 21.5 (Redelivery Condition), established Level of Work for a Performance Workscope guidelines or Full Overhaul Workscope guidelines, as applicable, even in respect to Lessee’s engine operational severity. Upon request by Lessor, a copy of such Maintenance Program shall be provided to Lessor by Lessee.

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Mandatory Action has the meaning given to it in paragraph (a)(iii) of Clause 15.1 (General requirements).

Manufacturer means Airbus S.A.S.

Material Adverse Effect means a material adverse effect on:

(a) the business, assets, operations or condition (financial or otherwise) of the Lessee; or

(b) the ability of the Lessee to perform its obligations under the Relevant Documents.

Minimum Guaranteed PBH Rental has the meaning specified in Clause 1 (Certain Defined Terms) of Schedule 14 (Rent and Other Terms).

Modification means any modification, addition, alteration, removal or other change (including performance of Airworthiness Directives and Service Bulletins and the removal of obsolete parts) to the Airframe, any Engine or any Part.

Modification Part means a part, component, furnishing, appliance, module, accessory, instrument or other item of equipment installed in or added to the Aircraft as a result of a Modification (including a Mandatory Action).

Month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; and

(b) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month.

Mortgage means the Aircraft and Security Agreement No. 1 dated as of March 20, 2017 between the Owner and the Security Trustee in relation to the Aircraft, and any other replacement or additional mortgage or security interest in the Aircraft notified by the Lessor to the Lessor in writing from time to time.

MPD means the Manufacturer’s “Maintenance Planning Document” for Airbus A320-200 aircraft, as the same may have been revised, amended, supplemented or updated from time to time.

New Redelivery Condition has the meaning given to it in paragraph (b)(ii) of Clause 25.3 (Finance Parties).

Notional Account has the meaning given to it in paragraph (a) of Clause 9.3 (Lessor’s contribution).

OFAC means the Office of Foreign Assets Control of the US Department of Treasury.

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Operator means, in relation to the Aircraft or any Engine that is not for the time being attached to the Airframe, the Lessee or any other person who has operational control of the Aircraft or that Engine from time to time during the Lease Period in accordance with this Agreement.

Original Expiry Date means the date occurring 29 Months from the Delivery Date which numerically corresponds to the Delivery Date (or, in the case of delayed acceptance pursuant to Clause 6.3 (Delayed Acceptance) the Rent Commencement Date), or if there is no such numerically corresponding date, the last day of such 29^th Month following the Delivery Date.

Original Financial Statements means the audited consolidated financial statements (provided in the English language) of the Lessee for the financial year ended 31 December 2019.

Original Lease Period means the period starting on the Delivery Date (or, in the case of delayed acceptance pursuant to Clause 6.3 (Delayed Acceptance) the Rent Commencement Date) and terminating on the Original Expiry Date.

Other Relevant Document means any document which is a Relevant Document under (and as defined in) an Associated Lease.

Outgoings has the meaning given to it in paragraph (a) of Clause 10.2 (Outgoings).

Owner means the Lessor, Falcon Aerospace USA LLC, and/or any person that the Lessor designates as the owner of the Aircraft by notice to the Lessee from time to time.

Part means:

(a) any part, component, furnishing, appliance, module, accessory, instrument or other item of equipment (including an APU and the Landing Gear but excluding a complete Engine) whether or not installed on the Aircraft at any time which is installed in, attached to or supplied with the Airframe or any Engine on Delivery, title to which is vested in the Owner;

(b) any Modification Part, title to which has transferred to the Owner; or

(c) any Replacement Part which has replaced a part referred to in paragraphs (a) and (b) above or this paragraph (c) in accordance with this Agreement, title to which has transferred to the Owner,

but excludes any item title to which has ceased to vest in the Owner in accordance with this Agreement.

Party means a party to this Agreement.

PBH Rate has the meaning specified in Clause 1 (Certain Defined Terms) of Schedule 14 (Rent and Other Terms).

PBH Rental has the meaning specified in Clause 1 (Certain Defined Terms) of Schedule 14 (Rent and Other Terms).

PBH Rental Date has the meaning specified in Clause 2 (Rental) of Schedule 14 (Rent and Other Terms).

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Permitted Lien means:

(a) the respective rights of the parties to the Relevant Documents as set out in the Relevant Documents;

(b) the rights of others under pooling or other agreements or arrangements to the extent expressly permitted by the terms of this Agreement;

(c) any Lessor’s Security;

(d) liens for Taxes which are either not yet assessed or, if assessed, not yet due or being contested in good faith by appropriate proceedings (where adequate provision has been made for their payment and provided that such proceedings do not involve any risk that the Aircraft will be sold, forfeited or lost); and

(e) liens with respect to Flight Charges, airport hangar keepers’, repairers’ and employees’ or similar liens arising in the ordinary course of business for the payment of amounts which are either not overdue or are being contested in good faith by appropriate proceedings (where adequate provision has been made for their payment and provided that such proceedings do not involve any risk that the Aircraft will be sold, forfeited or lost).

PMA Parts shall mean Parts manufactured in accordance with a parts manufacturer approval issued by the FAA or EASA and which has not been approved for use on the Aircraft by the Manufacturer or for use on the Engines by the Engine Manufacturer.

Pool Aircraft has the meaning given to it in paragraph (b) of Clause 15.3 (Pooling of Engines).

Potential Illegality Event means any event or circumstance which, in the Lessor’s reasonable opinion, is likely to give rise to an Illegality Event.

Pre-Delivery Total Loss Notice has the meaning given to it in paragraph (a) of Clause 19.1 (Total Loss before Delivery).

Principal Indemnitee means each Lessor Party and each Finance Party.

Professional User Entity has the meaning given to it in the Registry Regulations.

QEC means quick engine change kit.

Quotation Day means, in relation to any period in respect of which an interest rate is to be determined hereunder, three (3) Business Days before the first day of that period, unless market practice differs in the London interbank market in which case the Quotation Day will be determined by the Lessor in accordance with market practice in the London interbank market (and if quotations would normally be given by leading banks in the London interbank market on more than one day, the Quotation Day will be the last of those days).

Redelivery means the recovery by the Lessor of possession of the Aircraft under Clause 21 (Redelivery).

Redelivery Condition has the meaning given to it in Clause 21.5 (Redelivery Condition).

Redelivery Date means the date on which Redelivery occurs.

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Redelivery Location means the FAA-approved maintenance facility where the final maintenance visit is to be performed, as agreed by Lessor and Lessee, which shall be chosen with a view to lawfully and properly minimizing taxes that may be payable in connection with the transactions contemplated hereby.

Reference Banks means the banks that the Lessor may designate from time to time and notify the Lessee.

Reference Month has the meaning given to it in paragraph (a) of Clause 9.2 (Supplemental Rental).

Reference Period means a period in relation to which Late Payment Charges are to be determined.

Registrable Interest means an interest which is registrable with the International Registry pursuant to the Cape Town Convention.

Registry Regulations means the official English language text of the regulations for the International Registry published by the supervisory authority thereof pursuant to the Cape Town Convention as amended from time to time.

Reimbursable Costs means the actual costs incurred by the Lessee in respect of labor and materials consumed during the completion of a Work Item, which, in relation to:

(a) the Landing Gear Overhaul, shall not include the cost of wheels, brake units, brake actuators, the cost of removing and reinstalling the landing gear or any transport costs;

(b) the scheduled replacement of Life-limited Parts of an Engine, shall include only the value of the used life that particular LLP(s) contributed to the Supplemental Rental Amounts;

(c) an Engine Basic Shop Visit, shall not include the cost of Engine removal, engine installation transportation costs, the cost of any incoming additional engine, test cell run, any handling fees or mark-ups imposed by the repair agency performing the Engine Basic Shop Visit and the cost of repair, Modification or overhaul of any quick engine change (QEC) or line replaceable unit (LRU) components;

(d) an APU Basic Shop Visit, shall not include APU removal, APU installation, transportation costs and any input test cell run; and

(e) a 6Y Check or a 12Y Check, shall include the actual cost of the accomplishment of the work cards specified in the MPD and the rectification of any deficiencies resulting from such inspections. The cost of complying with Airworthiness Directives is excluded except as expressly provided for in paragraph (d) of Clause 15.1 (General requirements).

Reinsurances means the reinsurance cover required to be maintained under this Agreement.

Reinsurers has the meaning given to it in paragraph (b) of Clause 18.2 (Insurers, Reinsurers and Brokers).

Related Indemnitee means, in relation to any Principal Indemnitee, its shareholders, Affiliates, officers, agents and employees.

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Relevant Documents means:

(a) this Agreement and each of the other documents listed in Part A (Relevant Documents) of Schedule 2 (Documents and Finance Parties); and

(b) any other document which is from time to time agreed by the Lessor and the Lessee to be a Relevant Document and any other agreement or instrument that may be entered into in connection with those documents.

Relevant Rate has the meaning specified in Clause 1 (Certain Defined Terms) of Schedule 14 (Rent and Other Terms).

Renewal Date has the meaning given to it in paragraph (g) of Clause 18.4 (Insurance covenants).

Rental means Basic Rental, PBH Rental and, if applicable, Guaranteed PBH Rental.

Rental Collection Account means the account of the Lessor or its designee with the Account Bank that the Lessor may from time to time designate by not less than five (5) Business Days’ prior notice to the Lessee.

Rent Commencement Date has the meaning given to it in Clause 6.3 (Delayed Acceptance).

Rental Payment Date means each PBH Rental Date and each Basic Rental Date.

Repeating Representations means the representations and warranties set out in Clause 2 (Lessee’s Representations and Warranties) other than those set out in paragraph (a) of Clause 2.11 (Original Financial Statements).

Replacement Engine means, where it is intended that that engine will become an Engine, an engine:

(a) of the same manufacture and model as or, an improved or advanced version of, and in equivalent or better operating condition as and of at least the same value and utility as, and no more than ten per cent. (10%) older than, the Engine that it is replacing (assuming that the replaced Engine was in the condition and repair in which it is required to be maintained under this Agreement), and have no more hours and cycles than the original Engine plus ten per cent. (10%) from the last Engine Basic Shop Visit, or if none, since new, and an equivalent of the aggregate value of the Life-limited Parts (where for the purposes of this sub-paragraph (a), aggregate value means the remaining cycles of each Life-limited Part multiplied by the cost per cycle of each Life-limited Part using the then current manufacturer’s catalogue list prices and ninety per cent of the FAA approved cycle limits);

(b) with complete certified back-to-birth records for its Life-limited Parts;

(c) which meets the requirements of the Aviation Authority; and

(d) title to which is capable of passing, free from Security (other than Permitted Liens), to the Owner.

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Replacement Part means a part, component, furnishing, appliance, module, accessory, instrument or other item of equipment:

(a) of the same manufacture (or of different manufacture, if suitable for use on the Aircraft) and model as or, an improved or advanced version of, and in equivalent or better operating condition as and of at least the same value and utility as the Part that it is replacing (assuming that that replaced Part was in the condition and repair in which it is required to be maintained under this Agreement);

(b) which meets the requirements of the Aviation Authority and has an FAA 8130-3 or EASA Form 1 or equivalent maintenance release certification which shows that it has been repaired, overhauled or modified in accordance with the applicable original equipment manufacturer’s component maintenance manual;

(c) in the case where it is intended that an auxiliary power unit will become the APU, an auxiliary power unit will be of the same manufacture and model as, or an improved or advanced version of, and in equivalent or better operating condition as and of at least the same value and utility as and have no more hour and cycles than the original APU plus ten per cent. (10%) from the last APU Basic Shop Visit, or if none since new, and an equivalent of the aggregate value of the Life-limited Parts (where for the purposes of this paragraph (c), “aggregate value” means the remaining cycles of each Life-limited Part using the then current manufacturer’s catalogue list prices and EASA or FAA approved cycle limits (as applicable)); and

(d) title to which is capable of passing, free from Security (other than Permitted Liens), to the Owner.

Requisition means the requisition for hire, requisition of title, detention, forfeiture or other compulsory acquisition of the Aircraft by any Agency.

Requisition Proceeds means amounts payable by any Agency as a consequence of the Requisition of the Aircraft.

Return Acceptance Certificate means a return acceptance certificate substantially in the form set out in Part B (Form of Return Acceptance Certificate) of Schedule 4 (Certificates).

Sanctioned Person means any person, organization or vessel: (i) designated on the OFAC list of Specially Designated Nationals and Blocked Persons, or on any list of targeted persons issued under the Economic Sanctions Law of any other country, (ii) that is, or is part of, a government of a Sanctioned Territory, (iii) owner or controlled by, or acting on behalf of, any of the foregoing, (iv) located within or operating from a Sanctioned Territory, or (v) otherwise targeted under any Economic Sanctions Law.

Sanctioned Territory means any country or other territory subject to a general export, import, financial or investment embargo under Economic Sanctions Law, which countries, as of the date hereof, include Cuba, Iran, North Korea, Sudan and Syria.

Scheduled Delivery Date means December 20, 2020, or such later date notified to the Lessee by the Lessor in writing.

Security means a mortgage, charge, pledge, lien, encumbrance, assignment, hypothecation, right of set-off or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

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Security Deposit means the balance from time to time of the amounts paid by the Lessee to the Lessor pursuant to Clause 9.4 (Security Deposit).

Second Security Deposit Installment has the meaning specified in Clause 1 (Certain Defined Terms) of Schedule 14 (Rent and Other Terms).

Security Deposit Amount has the meaning specified in Clause 1 (Certain Defined Terms) of Schedule 14 (Rent and Other Terms).

Security Trustee means the person notified by the Lessor to the Lessee from time to time to be the security trustee for the Finance Parties in connection with the Financing.

Service Bulletin means any service bulletin issued by the Manufacturer, the Engine Manufacturer or the manufacturer of any Part.

Servicer means any person notified to the Lessee by the Lessor to be a servicer from time to time.

Special FAA Counsel means a specialist FAA counsel law firm as may be mutually agreed by Lessor and Lessee.

SRM means, at any time, the Manufacturer’s structural repair manual for aircraft of the same model as the Aircraft.

State of Registration means United States of America or any other jurisdiction in which the Aircraft is for the time being registered in accordance with this Agreement.

Subsidiary means in relation to any company, corporation or other legal entity, (a holding company), a company, corporation or other legal entity:

(a) which is controlled, directly or indirectly, by the holding company;

(b) more than half the issued share capital of which is beneficially owned, directly or indirectly, by the holding company; or

(c) which is a subsidiary of another Subsidiary of the holding company,

and, for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to determine the composition of the majority of its board of directors or equivalent body.

Supplemental Rental Amounts has the meaning given to it in paragraph (a) of Clause 9.2 (Supplemental Rental).

Supplier means any supplier or manufacturer of the Aircraft or the provider of any service relating to the repair, maintenance, overhaul or Modification of the Aircraft (including any Work Item).

Supplier Warranty means an express or implied warranty, given by a Supplier in relation to the Aircraft.

Surviving Asset has the meaning given to it in paragraph (d) of Clause 19.2 (Total Loss during the Lease Period).

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Tax means any and all tax, levy, impost, duty, statutory charge or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

Tax Credit means a credit against, relief or remission for, or repayment of any Tax.

Tax Payment means either the increase in a payment on account of Tax made by the Lessee under paragraph (a) of Clause 12.4 (No deductions or withholdings) or a payment under Clause 11.1 (Tax indemnity).

Tax Residence means, in relation to any person, the jurisdiction in which that person is principally resident for the purposes of paying Tax on its capital or income, but, in relation to the Lessor or Owner, does not include any jurisdiction in which the Lessor or Owner is resident for the purposes of paying Tax in relation to its capital or income only because:

(a) the Lessor has entered into the transactions contemplated by this Agreement; or

(b) the Lessee has been negligent or has willfully defaulted in its obligations.

Technical Records means, in respect of the Aircraft, all technical data, manuals, logbooks and other records, and whether in hardcopy or digital format, including, without limitation:

(a) records relating to the operation, service, inspection, maintenance, modification, testing, repair and overhaul of the Aircraft; and

(b) EASA Form 1 or FAA 8130-3 certification, each of which is required to substantiate the continued airworthiness, age and utilization of the Aircraft and any Part,

provided that any Technical Record described above which is no longer required to be retained by the Aviation Authority shall nonetheless remain part of the Technical Records for the purposes of this Agreement.

Temporary Engine has the meaning given to it in paragraph (b) of Clause 15.2 (Temporary removal and replacement of Engines and Parts).

Termination Amount has the meaning given to it in Clause 24.5 (Termination Payments following Delivery).

Termination Date means the Insurance Change Termination Date, the Illegality Termination Date, the Change of Control Termination Date, the Call Option Termination Date or the Default Termination Date (as applicable).

Total Loss means any of the following events in relation to the Aircraft or any Engine:

(a) its actual, constructive or agreed total loss;

(b) its destruction, damage beyond economic repair or being rendered permanently unfit for normal use for any reason;

(c) its requisition of title, confiscation, detention, forfeiture or any compulsory acquisition or seizure or requisition for hire (other than in the case of a requisition for hire for a temporary period of less than fifteen (15) consecutive days) by or under the order of any Agency (whether civil, military or de facto);

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(d) its Hijacking for a period of fifteen (15) consecutive days or longer; or

(e) solely with respect to an Engine, the loss by the Owner of its title to that Engine resulting from the merger under applicable law of title to that Engine with title to the airframe (not being the Airframe) upon which that Engine is installed.

Total Loss Amount has the meaning given to it in paragraph (a) of Clause 19.2 (Total Loss during the Lease Period).

Total Loss Date means:

(a) in the case of an actual Total Loss or destruction, damage beyond repair, or being rendered permanently unfit for normal use, the date on which that loss, destruction, damage or rendition occurs (or, if the date of loss or destruction is not known, the date on which the Aircraft or relevant Engine was last heard of);

(b) in the case of a constructive or agreed Total Loss, the earlier of (i) the thirtieth (30th) day after the date on which notice claiming that Total Loss is issued to the Insurers or Broker, and (ii) the date on which that Total Loss is agreed by the Insurers;

(c) in the case of requisition for title, confiscation, detention, forfeiture, compulsory acquisition or seizure, the date on which that takes effect;

(d) in the case of requisition for hire, the fifteenth (15th) consecutive day after the requisition commenced (or, if earlier, the date on which the Insurers make payment on the basis of a Total Loss); and

(e) in the case of Hijacking, the fifteenth (15th) consecutive day after the date on which the Operator lost possession of the Aircraft.

Total Loss Payment Date means the earlier of:

(a) the date upon which Total Loss Proceeds equal to at least the Agreed Value are received by the Loss Payee; and

(b) thirty (30) days after the Total Loss Date.

Total Loss Proceeds means the Insurance Proceeds, Requisition Proceeds or any other amount by way of compensation, damages or similar payment, for the loss of or damage to the Aircraft, arising in each case in respect of a Total Loss.

Transacting User Entity has the meaning given to it in the Registry Regulations.

UCC means the Uniform Commercial Code, as the same may be in effect in any applicable jurisdiction within the United States.

UNIDROIT means the International Institute for the Unification of Private Law.

VAT means any sales, value added , goods and services, or turnover Tax or any other tax of a similar nature.

Work Item has the meaning given to it in paragraph (a) of Clause 9.2 (Supplemental Rental).

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1.2 Construction

(a) Unless the context requires otherwise, any reference in this Agreement to:

(i) the Lessee, the Lessor, the Owner, the Servicer, the Security Trustee, any Finance Party, any Lessor Party or any Party shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

(ii) an aircraft object shall be interpreted in accordance with article 1(d) of the Cape Town Convention;

(iii) assets includes present and future properties, revenues and rights of every description;

(iv) a consent also includes an approval, authorization, exemption, filing, license, order, permission, recording or registration (and references to obtaining consents are to be construed accordingly);

(v) indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(vi) law includes common, customary or civil law or any constitution, decree, judgment, legislation, order, ordinance, regulation, treaty or other legislative, judicial or administrative measure, requirement or decision (or its interpretation or application) whether or not having the force of law, but if not having the force of law, only if the persons to whom it is intended to apply generally comply with it;

(vii) a party to any agreement or instrument includes a reference to that person’s successors, permitted assigns and permitted transferees;

(viii) a person includes any individual, firm, company, corporation, government, state Agency or any association, trust, joint venture, consortium or partnership (in each case, whether or not having separate legal personality);

(ix) a regulation includes any regulation, rule, official directive, request or guideline whether or not having the force of law, but if not having the force of law only if the persons to whom it is intended to apply generally comply with it, of any governmental, intergovernmental or supranational body, Agency, department or regulatory, self-regulatory or other authority or organization;

(x) a person being situated in a Contracting State shall be interpreted in accordance with article 4 of the Cape Town Convention;

(xi) a Relevant Document, a Finance Document or any other agreement or instrument is a reference to that Relevant Document, Finance Document or other agreement or instrument as amended, novated, supplemented, extended, restated (however fundamentally and whether or not more onerously) or replaced;

(xii) a provision of any law is a reference to that provision as amended or re-enacted;

(xiii) a time of the day is a reference to New York time;

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(xiv) a provision of the Cape Town Convention is to the English language version of the Consolidated Text which is derived from the Convention and the Aircraft Protocol being read and interpreted together as a single instrument as required by article 6(1) of the Convention and any reference to the Consolidated Text shall include a reference to the provisions of the Convention and/or the Aircraft Protocol or from which such provision is derived and any reference to the Cape Town Convention, the Convention and/or the Aircraft Protocol shall be deemed to include a reference to the Consolidated Text, as applicable; and

(xv) a word referring to a plural number includes a reference to the singular and vice versa.

(b) The Clause and Schedule headings are for ease of reference only.

(c) Unless a contrary indication appears, a term used in any other Relevant Document or in any notice given under or in connection with any Relevant Document has the same meaning in that Relevant Document or notice as in this Agreement.

(d) A Default (other than an Event of Default) is continuing if it has not been remedied or waived and an Event of Default is continuing if it has not been waived.

1.3 Third party rights

(a) A person who is not a Party but who is a Principal Indemnitee is an express third party beneficiary of, may enforce or enjoy the benefits of, any term of this Agreement that is expressed to be for its benefit.

(b) Each Principal Indemnitee may enforce the provisions of any indemnity in favour of a Related Indemnitee on behalf of that Related Indemnitee.

(c) Notwithstanding any provision of this Agreement, the Parties do not require the consent of any third party, including any Principal Indemnitee or Related Indemnitee, to rescind or vary this Agreement at any time.

2. LESSEE’S REPRESENTATIONS AND WARRANTIES

The Lessee makes the representations and warranties set out in this Clause 2 to the Lessor on the date of this Agreement.

2.1 Status

(a) It is a corporation, duly incorporated and validly existing under the law of the State of Delaware.

(b) It has the power to own its assets and carry on its business as it is being conducted.

2.2 Binding obligations

The obligations expressed to be assumed by it in each Relevant Document constitute, or will when executed by the Lessee constitute, legal, valid and binding obligations of the Lessee, enforceable in accordance with their respective terms except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and, to the extent that certain remedies require or may require enforcement by a court of equity, by such principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) as a court having jurisdiction may impose and by laws which may affect some of such remedies.

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2.3 Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, the Relevant Documents do not and will not conflict with:

(a) any law or regulation applicable to it;

(b) its constitutional documents and internal rules; or

(c) any agreement or instrument binding upon it or any of its assets.

2.4 Power and authority

It has the power to enter into, perform and deliver, and has taken all necessary action to authorize its entry into, performance and delivery of, the Relevant Documents to which it is a party and the transactions contemplated by those Relevant Documents.

2.5 Validity and admissibility in evidence

All Authorizations required or desirable:

(a) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Relevant Documents to which it is a party; and

(b) to make the Relevant Documents to which it is a party admissible in evidence in its Home Jurisdiction,

have been (or will on or before the Delivery Date have been) obtained or effected and are (or will on their being obtained or effected be) in full force and effect.

2.6 Governing law and enforcement

(a) The choice of the laws of the State of New York as the governing law of the Relevant Documents to which it is a party will be recognized and enforced in its Home Jurisdiction.

(b) Any judgment obtained in the State of New York in relation to a Relevant Document to which it is a party will be recognized and enforced in its Home Jurisdiction.

2.7 Deduction of Tax

It is not required to make any deduction for or on account of Tax from any payment it may make under any Relevant Document.

2.8 No filing or stamp taxes

Except for (i) (A) the filing for acceptance or recordation with the aircraft registry of the FAA of this Agreement and Lease Supplement No. 1 (collectively, the FAA Filed Documents); and (B) the registration with the International Registry (as defined in the Cape Town Convention) of the International Interests (as defined in the Cape Town Convention) constituted by this Agreement with respect to the Airframe and each Engine via AC Form 8050-135 filed by

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Special FAA Counsel; and (ii) UCC-1 financing statements with regard to this Agreement in the State of Delaware, all of which shall have been accomplished on or before the Delivery Date, it is not necessary that the Relevant Documents be filed, recorded or enrolled with any court or other authority or that any stamp, registration or similar Tax be paid on or in relation to the Relevant Documents or the transactions contemplated by the Relevant Documents.

2.9 No default

(a) No Default is continuing or might reasonably be expected to result from the entry by it into the transactions contemplated by the Relevant Documents.

(b) No Event of Default is continuing or might reasonably be expected to result from the entry by it into the transactions contemplated by the Relevant Documents.

(c) No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or to which its assets are subject which has or might have a Material Adverse Effect.

2.10 No misleading information

(a) Any factual information provided by or on behalf of it to the Lessor for the purposes of the Relevant Documents was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

(b) Nothing has occurred or been omitted from the information provided pursuant to paragraph (a) above and no information has been given or withheld that results in that information being untrue or misleading in any material respect.

2.11 -Original Financial Statements

(a) The Original Financial Statements were prepared in accordance with GAAP consistently applied.

(b) The Original Financial Statements fairly represent its financial condition and operations as at the end of and for the relevant financial year.

(c) There has been no material adverse change in its business or financial condition since the date of its audited consolidated financial statements that were most recently delivered to the Lessor..

2.12 Pari passu ranking

Its payment obligations under the Relevant Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

2.13 No proceedings pending or threatened

No litigation, arbitration or administrative proceedings of or before any court, arbitral body or Agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have been started or threatened against it.

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2.14 Civil commercial law

It is subject to civil commercial law with respect to its obligations under the Relevant Documents.

2.15 No immunity

Neither it nor any of its assets nor the Aircraft is entitled to any right of immunity and its entry into and performance by it of the Relevant Documents constitute private and commercial acts.

2.16 Compliance

It is not, and none of its Affiliates is, or has been, subject to any investigation, action, penalty (or equivalent) in connection with any applicable Anti-Bribery Law.

2.17 Applicable Sanctions

It is not, and none of its Affiliates is, or is owned or controlled by, a Sanctioned Person, and none of their respective directors, officer, agents or employees is a Sanctioned Person.

2.18 Anti-Social Conduct

It is not classified as an Anti-Social Group, does not have any Anti-Social Relationships and does not engage in any Anti-Social Conduct, whether directly or indirectly through a third party.

2.19 International Registry

The Lessee has duly appointed and registered with the International Registry an administrator to act on behalf of the Lessee as a transacting user entity.

2.20 Lessee’s location

The “location” of the Lessee, for purposes of Section 9-307 of the Uniform Commercial Code of the State of New York, is in the State of Delaware. The full and correct legal name and mailing address of Lessee as of the Delivery Date are correctly set forth in Clause 27.2 (Addresses).

2.21 Section 1110

Upon the Lessee first becoming a Certificated Air Carrier, the Lessor as lessor of the Aircraft to the Lessee will be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to any case brought under Chapter 11 in which Lessee is the debtor.

2.22 Repetition

(a) The representations and warranties set out in this Clause 2 are deemed to be made again by the Lessee on the Delivery Date by reference to the facts and circumstances then existing on the Delivery Date.

(b) The Repeating Representations are deemed to be made again by the Lessee on each Rental Payment Date:

(i) by reference to the facts and circumstances then existing on that Rental Payment Date; and

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(ii) as if the references in Clause 2.11 (Original Financial Statements) to the Original Financial Statements were to the then most recent audited financial statements of the Lessee respectively.

3. LESSOR’S REPRESENTATIONS AND WARRANTIES

The Lessor makes the representations and warranties set out in this Clause 3 to the Lessee on the date of this Agreement.

3.1 Status

(a) It is a statutory trust duly formed and validly existing under the laws of the State of Delaware.

(b) It has the power to own its assets and carry on its business as it is being conducted.

3.2 Binding obligations

The obligations expressed to be assumed by it in each Relevant Document to which it is a party constitute, or will when executed by the Lessor constitute, legal, valid and binding obligations of the Lessor, enforceable in accordance with their respective terms except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and, to the extent that certain remedies require or may require enforcement by a court of equity, by such principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) as a court having jurisdiction may impose and by laws which may affect some of such remedies.

3.3 Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, this Agreement do not and will not conflict with:

(a) any law or regulation applicable to it;

(b) its constitutional documents; or

(c) any agreement or instrument binding upon it or any of its assets.

3.4 Power and authority

It has the power to enter into, perform and deliver, and has taken all necessary action to authorize its entry into, performance and delivery of, this Agreement and the transactions contemplated by this Agreement.

3.5 Validity and admissibility in evidence

All Authorizations required or desirable to enable it lawfully to enter into, exercise its rights and comply with its obligations under this Agreement have been (or will on or before the Delivery Date have been) obtained or effected and are (or will, on being obtained or effected, be) in full force and effect.

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4. CONDITIONS

4.1 Conditions Precedent

(a) The Lessee shall deliver to the Lessor in form and substance satisfactory to the Lessor, all of the documents and other evidence listed in Part A (Execution Conditions Precedent) of Schedule 3 (Conditions) on or prior to the date of this Agreement.

(b) The Lessee shall deliver to the Lessor, in form and substance satisfactory to the Lessor, all of the documents and other evidence listed in Part B (Delivery Conditions Precedent) of Schedule 3 (Conditions) on or prior to the Delivery Date.

(c) The Lessor shall not be obliged to deliver the Aircraft under this Agreement if:

(i) the Lessee has not complied with its obligations under paragraphs (a) and (b) above to the satisfaction of the Lessor;

(ii) the Lessor has not received all amounts due to it on or prior to the Delivery Date from the Lessee; or

(iii) a Default, Illegality Event, Potential Illegality Event, Change of Control (or notification of a Change of Control pursuant to Clause 22.2(a)) or Insurance Change has occurred and is continuing on the Delivery Date.

4.2 Conditions Subsequent

The Lessee shall fulfil the Conditions Subsequent in the manner and within the period identified in Part C (Conditions Subsequent) of Schedule 3 (Conditions).

4.3 Lessor’s discretion

(a) The Conditions Precedent and Conditions Subsequent are for the sole benefit of the Lessor and the Lessor may waive or defer them, and may attach to such waiver or deferral any conditions (additional conditions) that it considers appropriate.

(b) If the Lessor agrees to deliver the Aircraft to the Lessee on terms that any Condition Precedent is waived or deferred or, if the Lessor agrees to waive or defer any Condition Subsequent and attaches additional conditions to its waiver or deferral, any failure by the Lessee to fulfil an additional condition shall constitute a breach of this Agreement.

5. LEASE

The Lessor shall lease the Aircraft to the Lessee and the Lessee shall take the Aircraft on lease from the Lessor for the Lease Period, subject to the terms and conditions of this Agreement.

6. ACCEPTANCE AND DELIVERY

6.1 Pre-delivery Inspection

(a) The Lessor shall give the Lessee at least five (5) Business Days’ notice of the Inspection Dates.

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(b) On the Final Inspection Date, the Lessor (or its nominee) shall tender the Aircraft for delivery by giving the Lessee (and/or its nominee) the opportunity to inspect the Aircraft at the Delivery Location.

(c) The Lessee’s right of inspection shall include the right to participate in an acceptance test flight of up to two (2) hours in duration. The acceptance test flight shall be conducted in accordance with the Manufacturer’s test flight procedures for a used aircraft, expect that:

(i) limitations and serviceability shall be confirmed in accordance with flight manual and maintenance manual stated limits;

(ii) there shall be no stall tests; and

(iii) there shall be no engine shut down requirements during the test flight.

(d) A maximum of two (2) of the Lessee’s representatives may participate in the acceptance test flight as observers to verify that the Aircraft is in the Delivery Condition.

(e) The Lessee is responsible for, shall indemnify and hold harmless each Indemnitee from and against all Losses arising from the death of or injury to any observer, employee or other representative of the Lessee in connection with any pre-Delivery inspection of the Aircraft.

6.2 Acceptance and Delivery

(a) If, following the inspection of the Aircraft referred to in paragraph (a) of Clause 6.1 (Pre-delivery Inspection), the Aircraft is in the Delivery Condition, the Lessee shall immediately accept delivery of the Aircraft at the Delivery Location by executing and delivering to the Lessor an Acceptance Certificate and the Lease Supplement. Lessee’s acceptance of the Aircraft shall be absolute, unconditional and irrevocable.

(b) If the Lessee becomes aware of any Defect which prevents the Aircraft from being in the Delivery Condition, the Lessee shall notify the Lessor immediately in writing.

(c) If the Lessee notifies the Lessor of a Defect pursuant to paragraph (b) above:

(i) if in the opinion of the Lessor it is impracticable or prohibitively expensive to correct the Defect, the Lessor may notify the Lessee that it does not intend to correct the Defect (the Defect Notice) following which each of the Lessor and the Lessee shall be entitled to terminate this Agreement. If either party so terminates this agreement then neither the Lessor nor the Lessee shall have any further obligation to the other under this Agreement other than as expressly set out in this Agreement, provided that if such notice of termination is not issued by either party within five (5) Business Days of the Defect Notice, the Aircraft shall be deemed to satisfy the Delivery Condition notwithstanding the Defect; or

(ii) the Lessor (or its nominee) may immediately correct the Defect and re-tender the Aircraft for delivery, upon which, if the Aircraft is then in the Delivery Condition, the Lessee shall accept delivery of the Aircraft by immediately executing and delivering to the Lessor an Acceptance Certificate and the Lease Supplement; or

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(iii) if the Defect does not affect the airworthiness of the Aircraft, and the Lessor has not issued a Defect Notice in respect thereof, the Lessee may (at its option) notify the Lessor that it will accept the Aircraft with the Defect uncorrected, in which event the Lessee shall accept delivery of the Aircraft by immediately executing and delivering to the Lessor an Acceptance Certificate (on which shall be noted a description of the Defect) and the Lease Supplement and the Lessor will pay for the Defect to be corrected following Delivery (the Defect, the action required to correct such Defect and the cost of such correction shall be agreed by the Lessor and the Lessee (both acting reasonably) prior to the delivery of the Aircraft and the execution of the Acceptance Certificate and the Lease Supplement).

6.3 Delayed Acceptance

If the Aircraft meets the Delivery Condition and:

(a) the Lessee is unwilling or unable to accept delivery of the Aircraft when offered for delivery; and/or

(b) the Lessee fails to fulfil any Conditions Precedent when the Aircraft is offered for delivery,

the Lessee’s obligation to pay Rental shall commence on the date the Aircraft is offered by the Lessor for delivery in accordance with the terms of this Agreement (the Rent Commencement Date). The Lessor shall have no obligation to deliver possession of the Aircraft to Lessee unless and until the Lessee fulfils all Conditions Precedent and accepts delivery of the Aircraft under this Agreement. The Aircraft shall be insured and stored by the Lessor between the Rent Commencement Date and the Delivery Date and the Lessee shall indemnify the Lessor for all the Lessor’s insurance and storage costs incurred during this period. The provisions in this Clause 6.3 (Delayed Acceptance) are without prejudice to the rights of Lessor under Clause 23 (Events of Default).

6.4 Acceptance Certificate

Delivery by the Lessee to the Lessor of the Acceptance Certificate will constitute conclusive proof as between the Lessor and the Lessee that the Lessee’s technical experts have had the opportunity to examine and investigate the Aircraft and any intellectual property rights associated with the Aircraft and that on the Delivery Date the Lessee considers:

(a) the Aircraft to be in the Delivery Condition;

(b) the Aircraft and any intellectual property rights associated with the Aircraft to be without Defect, whether or not discoverable as at the Delivery Date; and

(c) the Aircraft and any intellectual property rights associated with the Aircraft to be in every way satisfactory to the Lessee,

subject to any Defects noted on the Acceptance Certificate in accordance with Clause 6.2 (Acceptance and Delivery).

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6.5 Late Delivery

If the Lessor delays the delivery of, or fails to deliver, the Aircraft to the Lessee under this Agreement, then subject to Clause 6.6 (Pre-acceptance termination) below:

(a) the Lessor may by notice to the Lessee defer its obligation to deliver the Aircraft for the period that it reasonably believes the Aircraft will be delayed;

(b) the Lessor shall not be responsible for any Losses suffered or incurred by the Lessee in connection with or arising from that delay or failure;

(c) the Lessee shall not be entitled to terminate this Agreement, or to reject the Aircraft when tendered for delivery by the Lessor, on the grounds of that delay or failure;

(d) in the case of a failure by the Lessor to deliver the Aircraft to the Lessee under this Agreement as a result of a Total Loss of the Aircraft prior to Delivery only, the Lessor shall promptly rebate to the Lessee an amount equal to the Security Deposit (to the extent received by the Lessor), less any amounts applied by the Lessor in accordance with this Agreement.

6.6 Pre-acceptance termination

(a) If Delivery has not occurred or the Aircraft has not been tendered for delivery in the Delivery Condition, or the Lessor notifies the Lessee that it reasonably believes that Delivery will not occur or the Aircraft will not be tendered for delivery, within four (4) Months of the Scheduled Delivery Date, either party may, by notice to the other party, terminate this Agreement provided that (if there is no Event of Default subsisting at such time) the parties shall first consult with each other to see whether a mutually agreeable alternative delivery date can be agreed.

(b) If this Agreement is terminated pursuant to paragraph (a) of this Clause 6.6 and (x) such termination is not due to the Lessee’s failure to provide information or equipment required by the Lessor and (y) there is no Event of Default subsisting at such time, then:

(i) neither the Lessor nor the Lessee shall have any further obligation to the other under this Agreement other than as expressly set out in this Agreement; and

(ii) the Lessor shall promptly rebate to the Lessee an amount equal to the Security Deposit (to the extent received by the Lessor), less any amounts applied by the Lessor in accordance with this Agreement.

(c) The provisions in this Clause 6.6 are without prejudice to the rights of the Lessor under Clause 23 (Events of Default).

6.7 Delivery Authorizations

(a) The Lessee shall, at its own expense, obtain all Authorizations required to enable the Aircraft to be exported from the Delivery Location and imported into and registered in the State of Registration.

(b) The Lessor shall provide the Lessee with all data and information reasonably requested by the Lessee to enable it to obtain the Authorizations referred to in paragraph (a) above.

6.8 Lessee’s Air Operator Certificate

If at Delivery Lessee (i) is not a Certificated Air Carrier and (ii) has not delivered a legal opinion acceptable to the Lessor in its sole discretion from counsel acceptable to the Lessor in its sole discretion that, based upon assumptions of fact acceptable to the Lessor, the Lessor will be

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entitled to the benefits of Section 1110 in any case under Chapter 11 of the Bankruptcy Code in which Lessee is a debtor, then until such time as (a) the Lessee has become a Certificated Air Carrier, (b) the Lessor has confirmed in writing to the Lessee that it is satisfied that the Lessor will be entitled to the benefits of Section 1110 in any case under Chapter 11 of the Bankruptcy Code in which Lessee is a debtor, and (c) the Lessee has delivered such legal opinion to the Lessor (each of (a) through (c) being the 1110 Conditions), the Aircraft shall remain in the custody of an FAA approved maintenance provider acceptable to the Lessor who shall maintain the Aircraft in accordance with an FAA approved maintenance program based on the latest revision of the MPD and will not be operated by the Lessee. For the avoidance of doubt, notwithstanding such restrictions, the Lessee shall at all times remain primarily liable for all of its maintenance, insurance and other obligations hereunder and under the other Relevant Documents (including its Rental and Supplemental Rental Amounts payment obligations and its obligation to maintain the Aircraft in an airworthy condition and with a valid certificate of airworthiness).

6.9 Lessor Call Option Termination

(a) Notwithstanding anything to the contrary herein, at any time prior to Delivery, the Lessor shall have the option, exercisable in its sole discretion and without any need to show cause, to terminate this Agreement, including its obligation to deliver the Aircraft to the Lessee hereunder, by notice in writing to Lessee.

(b) Notwithstanding anything to the contrary herein, at any time following Delivery but prior to the 1110 Conditions having been satisfied, the Lessor shall have the option, exercisable in its sole discretion and without any need to show cause, to terminate and/or cancel the leasing of the Aircraft hereunder by written notice to the Lessee, such cancellation to take effect on a date (the Call Option Termination Date) occurring not earlier than one (1) month after the delivery of the Lessor’s notice. On the Call Option Termination Date, the Lessee shall redeliver the Aircraft (including the Aircraft Documents) to the Lessor at the Delivery Location (or such other location as the parties may agree) in the condition in which the Aircraft is required to be in assuming the Lessee has complied with all of its maintenance and other obligations under this Agreement but otherwise in an “AS-IS” condition. In the event the 1110 Conditions are satisfied after Lessor issues such notice of termination but prior to the Call Option Termination Date, the notice of termination shall be deemed automatically revoked and the Lessor and Lessee will continue to perform under this Agreement as if no such notice was issued.

(c) If this Agreement is terminated, and/or the leasing of the Aircraft is cancelled or terminated pursuant to paragraph (a) or (b) above, as applicable, and there is no Event of Default subsisting at such time, then:

(i) neither the Lessor nor the Lessee shall have any further obligation to the other under this Agreement other than as expressly set out in this Agreement, provided that the Lessee shall pay any accrued but unpaid PBH Rental or Guaranteed PBH Rental; and

(ii) the Lessor shall promptly rebate to the Lessee an amount equal to the Security Deposit (to the extent received by the Lessor), less any amounts applied by the Lessor in accordance with this Agreement, provided that, in the case of a termination or cancellation of the leasing of the Aircraft under paragraph (b) above, the Lessor shall not be required to give such rebate unless and until the Lessee has redelivered possession of the Aircraft to the Lessor in accordance with paragraph (b) and paid all accrued but unpaid PBH Rental and Guaranteed PBH Rental.

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(d) The provisions in this Clause 6.9 are without prejudice to the rights of the Lessor under Clause 23 (Events of Default).

6.10 Lease extension discussions

No earlier than six months prior to the Original Expiry Date, the Lessor and the Lessee agree to discuss extending the Lease Period in good faith. Neither party is under any legally binding obligation to agree to an extension.

7. LESSOR’S LIABILITY

7.1 Risk

(a) The Lessee shall bear all risk of loss, theft, Requisition, Hijacking, damage and destruction of or to the Aircraft and every part thereof throughout the Lease Period.

(b) The Lessee shall remain obliged to perform its obligations under this Agreement in full despite the occurrence of any loss, theft, Requisition, Hijacking, damage or destruction of or to the Aircraft or any other event, circumstance or change in law which may deprive the Lessee of the use, possession or enjoyment of the Aircraft.

(c) If the Aircraft is lost, confiscated, damaged, destroyed or otherwise rendered unfit and unavailable for use, the Lessor shall not be liable to repair the Aircraft or supply any equipment in substitution therefor.

7.2 Deficiencies and delays

No Indemnitee shall be liable for, and the Lessee irrevocably waives (as far as it may do so under any applicable law) any claim that it may now or in the future have against any Indemnitee in respect of, any Losses caused directly or indirectly by:

(a) the Aircraft;

(b) any deficiency or defect of the Aircraft or any intellectual property rights associated with the Aircraft or any inadequacy or unsuitability of the Aircraft for any purpose;

(c) the use or performance of the Aircraft;

(d) any repair to or maintenance of the Aircraft;

(e) any delay in Delivery for any reason; and

(f) any interruption or loss of service or use of the Aircraft.

7.3 DISCLAIMER

(a) THE LESSEE ACKNOWLEDGES AND AGREES THAT THE LESSEE ALONE HAS SELECTED THE AIRCRAFT FOR LEASING BY THE LESSOR TO THE LESSEE. THE LESSEE ACKNOWLEDGES THAT THE LESSOR IS NOT A MANUFACTURER OF THE AIRCRAFT, REPAIRER OR DEALER IN THE AIRCRAFT.

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(b) THE LESSEE UNCONDITIONALLY AGREES FOR THE BENEFIT OF EACH INDEMNITEE THAT THE AIRCRAFT AND EACH PART THEREOF IS TO BE LEASED HEREUNDER IN AN “AS IS, WHERE IS” CONDITION AS AT THE DELIVERY DATE AND THROUGHOUT THE TERM WITH ALL FAULTS ACCEPTED, AND NO TERM, CONDITION, WARRANTY, REPRESENTATION OR COVENANT OF ANY KIND HAS BEEN MADE OR IS GIVEN BY THE LESSOR OR ANY INDEMNITEE OR ANY OF THEIR RESPECTIVE AGENTS, SERVANTS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS OR REPRESENTATIVES IN RESPECT OF THE AIRWORTHINESS, VALUE, QUALITY, DURABILITY, CONDITION, DESIGN, OPERATION, DESCRIPTION, MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR USE OR PURPOSE OF THE AIRCRAFT OR ANY PART THEREOF, AS TO THE ABSENCE OF LATENT, INHERENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE), OR AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, COPYRIGHT, DESIGN, OR OTHER PROPRIETARY RIGHT; AND ALL CONDITIONS, WARRANTIES AND REPRESENTATIONS (OR OBLIGATION OR LIABILITY, IN CONTRACT OR IN TORT) IN RELATION TO ANY OF THOSE MATTERS, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, ARE EXPRESSLY EXCLUDED.

(c) TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW BUT WITHOUT PREJUDICE TO ANY RIGHTS OF THE LESSEE UNDER THIS AGREEMENT, THE LESSEE HEREBY WAIVES ANY RIGHTS IT MAY HAVE IN TORT IN RESPECT OF ANY OF THE MATTERS REFERRED TO ABOVE AND IRREVOCABLY AND UNCONDITIONALLY AGREES THAT NONE OF THE LESSOR, ANY OTHER INDEMNITEE OR ANY OF THEIR RESPECTIVE AGENTS, SERVANTS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS OR REPRESENTATIVES SHALL HAVE ANY GREATER LIABILITY IN TORT IN RESPECT OF ANY SUCH MATTER THAN SUCH PERSON WOULD HAVE IN CONTRACT AFTER TAKING ACCOUNT ALL OF THE EXCLUSIONS EXPRESSLY SET FORTH IN THE RELEVANT DOCUMENTS.

(d) THE LESSEE ACKNOWLEDGES THAT NO THIRD PARTY MAKING ANY REPRESENTATION OR WARRANTY RELATING TO THE AIRCRAFT OR ANY PART THEREOF IS THE AGENT OF THE LESSOR OR ANY INDEMNITEE NOR HAS SUCH THIRD PARTY AUTHORITY TO BIND OR REPRESENT THE LESSOR OR ANY INDEMNITEE.

(e) DELIVERY OF LEASE SUPPLEMENT NO. 1 AND THE ACCEPTANCE CERTIFICATE BY THE LESSEE TO THE LESSOR SHALL BE CONCLUSIVE PROOF AS BETWEEN THE LESSOR AND EACH OTHER INDEMNITEE ON THE ONE HAND AND THE LESSEE ON THE OTHER HAND THAT, AND THE LESSEE REPRESENTS AND WARRANTS THAT, THE LESSEE’S TECHNICAL EXPERTS HAVE EXAMINED AND INVESTIGATED THE AIRCRAFT AND EACH PART THEREOF AND THAT THE AIRCRAFT AND EACH PART THEREOF IS AIRWORTHY AND IN GOOD WORKING ORDER AND REPAIR, WITHOUT DEFECT (WHETHER OR NOT DISCOVERABLE AT THE DELIVERY DATE), AND (EXCEPT AS OTHERWISE STATED THEREIN) IN EVERY WAY SATISFACTORY TO THE LESSEE.

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(f) THE LESSEE UNCONDITIONALLY AGREES TO WAIVE ANY RIGHTS (WHETHER BY WAY OF DAMAGES, SPECIFIC PERFORMANCE OR OTHER AVAILABLE REMEDIES) THAT IT MAY HAVE UNDER ANY APPLICABLE LAW AGAINST ANY INDEMNITEE FOR ANY LOSS LESSEE MAY SUFFER DUE TO ANY DEFECTS IN THE AIRCRAFT OR ANY PART THEREOF WHETHER LATENT, INHERENT OR OTHERWISE AND WHETHER OR NOT DISCOVERABLE AT DELIVERY.

(g) THE LESSEE UNCONDITIONALLY AGREES TO WAIVE ANY RIGHTS (WHETHER BY WAY OF DAMAGES, SPECIFIC PERFORMANCE OR OTHER AVAILABLE REMEDIES) THAT IT MAY HAVE UNDER ANY APPLICABLE LAW AGAINST ANY INDEMNITEE FOR MAINTENANCE CONTRIBUTIONS OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT TOWARDS ANY REPAIR WHETHER MAJOR OR MINOR IN KIND WITH THE RESPONSIBILITY FOR CARRYING OUT SUCH REPAIRS FALLING SOLELY ON LESSEE.

(h) LESSEE UNCONDITIONALLY AGREES TO WAIVE, AND DOES HEREBY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHTS THAT IT MAY HAVE UNDER ANY APPLICABLE LAW TO TERMINATE, CANCEL, QUIT OR SURRENDER THIS AGREEMENT OTHER THAN AS EXPRESSLY SET FORTH IN CLAUSE 6.6(a).

(i) NONE OF THE LESSOR PARTIES SHALL HAVE ANY OBLIGATIONS OR LIABILITY WHATSOEVER TO THE LESSEE OR ANY OTHER PERSON WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE AND WHETHER ARISING BY REFERENCE TO NEGLIGENCE OR STRICT LIABILITY OF THE LESSOR OR OTHERWISE FOR any liability, claim, proceeding, loss, damage (consequential or otherwise), fee, cost or expense of any kind caused directly or indirectly by, or associated with, the Aircraft or any part thereof, any inadequacy of the Aircraft for any purpose or any deficiency or defect therein, the use or performance of the Aircraft, any maintenance, repairs, replacement or modification to the Aircraft, any interruption or loss of service or use of the Aircraft or any loss of business or consequential, exemplary or punitive damage or damages related to loss of revenue or any damage or delay whatsoever, howsoever caused.

(j) If the Aircraft or any part thereof is lost, confiscated, damaged, destroyed or otherwise rendered unfit or unavailable for use prior to or after Delivery, Lessor shall not be liable to repair the same or to supply any equipment in substitution therefor.

(k) Nothing in this Clause 7.3 or elsewhere in this Agreement will be deemed a waiver by Lessee of any rights it may have against Manufacturer, Engine Manufacturer or any other person not expressly provided for herein.

(l) The amount of the Rental and other payments contained herein are based upon and in consideration of the disclaimers and the Lessee’s waiver of warranties and indemnities set forth in this Clause 7.3 and the other provisions of this Agreement.

8. QUIET ENJOYMENT

Subject to no Event of Default having occurred which is continuing and to any applicable law, the Lessor shall not, and shall procure that no other Lessor Party, Security Trustee or any other Finance Party shall, knowingly disturb the quiet use, possession and enjoyment of the Aircraft by the Lessee throughout the Lease Period.

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9. RENTAL AND OTHER PAYMENTS

9.1 Rental

The Lessee shall pay Rental to the Lessor or its designee in respect of the Lease Period in the manner provided in Clause 2 (Rental) of Schedule 14 (Rent and Other Terms).

9.2 Supplemental Rental

(a) In addition to the Rental payable under Clause 9.1 (Rental), the Lessee shall pay the Lessor or its designee on the tenth (10th) day of each calendar month (commencing on the tenth (10th) day of the calendar month following the Delivery Date) and on the Expiry Date by way of supplemental rental for the use of the Aircraft during the previous calendar month and, in relation to the last such payment, the then current month (the Reference Month) the amounts (Supplemental Rental Amounts) specified in Clause 3 (Supplemental Rent) of Schedule 14 (Rent and Other Terms) in relation to the anticipated heavy maintenance, replacement, overhaul or inspection of the Aircraft as follows (each category of work referred to in paragraphs (i) to (v) below being a Work Item):

(i) in relation to a Landing Gear Overhaul, the amount (the Landing Gear Reference Amount) referenced in Clause 3.1 of Schedule 14 (Rent and Other Amounts);

(ii) in relation to the replacement of Life-limited Parts of each Engine, the amount referenced in Clause 3.2 of Schedule 14 (Rent and Other Amounts);

(iii) in relation to an Engine Basic Shop Visit, the amount (the Engine Basic Shop Visit Reference Amount) referenced in Clause 3.3 of Schedule 14 (Rent and Other Amounts);

(iv) in relation to an APU Basic Shop Visit, the amount referenced in Clause 3.4 of Schedule 14 (Rent and Other Amounts);

(v) in relation to the Airframe:

(A) in relation to a 6Y Check, the amount referenced in Clause 3.5(i) of Schedule 14 (Rent and Other Amounts); and

(B) in relation to a 12Y Check, the amount referenced in Clause 3.5(ii) of Schedule 14 (Rent and Other Amounts).

(b) The Supplemental Rental Amounts referred to in paragraph (a)(iii) above are based upon an assumed Engine Hour-to-Cycle ratio for the Engines equal to 2.5.1 (the Assumed Engine Ratio). On or about each anniversary of the Delivery Date and the Expiry Date (each an Adjustment Date) the Lessor shall determine whether during the preceding year (or such shorter period in the case of the lease-end adjustment) the Actual Engine Ratio differed (or is likely to differ when interpolated in the case of the lease-end adjustment) the Assumed Engine Ratio by more than 0.1 and, if so, each such Supplemental Rental Amount (as adjusted pursuant to paragraph (d) below), shall be adjusted to reflect, with respect to variance from the Assumed Engine Ratio, the Engine Basic Shop Visit Reference Amount set out in Schedule 10 (Adjustment Charts) for the Actual Engine Ratio. If the Actual Engine Ratio falls between two of the Actual Engine Ratios set out in Schedule 10 (Adjustment Charts), the Engine Basic Shop Visit Reference Amount shall be determined by interpolation between the stated values for the two nearest Actual Engine Ratios set out in Schedule 10 (Adjustment Charts).

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(c) Promptly following each Adjustment Date (and without prejudice to any other adjustment pursuant to paragraph (d) or (e) below), the Lessor shall notify the Lessee of the relevant Supplemental Rental Amount payable by the Lessee until the next Adjustment Date and the amount of the shortfall in the amount of Supplemental Rental Amounts paid by the Lessee during the preceding year (or such shorter period in the case of the lease-end adjustment) and the Lessee shall pay to the Lessor or its designee, within five (5) Business Days after the date of such notice, any such shortfall. For avoidance of doubt, any payment to the Lessor pursuant to this paragraph will not include the effect of an adjustment to Supplemental Rental Amounts in accordance with paragraph (d) below.

(d) The Supplemental Rental Amounts are calculated on the Delivery Date economic conditions and shall be adjusted on each Adjustment Date to reflect:

(i) in respect of the Supplemental Rental Amounts referred to in paragraphs (a)(i), (a)(iv) and (a)(v) above, an escalation of two point five per cent. (2.5%) on each Adjustment Date during the Lease Period;

(ii) in respect of the Supplemental Rental Amount referred to in paragraph (a)(iii) above, an escalation of four per cent. (4%) on each Adjustment Date during the Lease Period; and

(iii) in respect of the Supplemental Rental Amounts referred to in paragraph (a)(ii) above, an amount determined by the Lessor to reflect the Engine Manufacturer’s then current list price and published Cycle limits

(e) The Supplemental Rental Amounts referred to in paragraph (a)(iii) above assume that the Lessee will operate the Engines using a ten percent (10%) derate and the Lessor shall be entitled to increase such amounts, with effect for the payments theretofore paid and thereafter payable under paragraph (a)(iii) above, if the Lessee does not operate the Engines using a ten per cent. (10%) derate to reflect the amount the Lessor determines will correctly reflect the actual operation of the Engines.

(f) The Supplemental Rental Amounts referred to in paragraph (a) above are furthermore based on an assumed annual utilization of the Aircraft of 2,040 Flight Hours. In addition to the other adjustments provided for in this Clause 9.2, Lessor shall have the right to increase the Supplemental Rental Amount in respect of any Work-Item, with effect for the payments theretofore paid and thereafter payable under paragraph (a) above, if the Aircraft or any part thereof is operated annually in a greater number of Flight Hours.

(g) The Lessee agrees that the Supplemental Rental Amounts shall irrevocably and unconditionally become the property of the Lessor, and the Lessor shall be entitled to commingle the Supplemental Rental Amounts with the Lessor’s general or other funds, and the Lessor will not hold any such funds as agent or on trust for the Lessee or in any similar fiduciary capacity, nor will the Lessee be entitled to interest on the Supplemental Rental Amounts.

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9.3 Lessor’s contribution

(a) The Lessor shall keep a notional running account of the Supplemental Rental Amounts paid by the Lessee in respect of each Work Item, (each such notional account, a Notional Account) to which shall be credited all Supplemental Rental Amounts received under paragraph (a) of Clause 9.2 (Supplemental Rental) in respect of that Work Item, and debited all sums paid by the Lessor to, or on behalf of, the Lessee under paragraph (b) below in respect of that Work Item.

(b) The Lessor shall, subject to paragraphs (c) and (d) below and Lessee’s compliance with paragraph (g) below, and provided that no Default has occurred and is then continuing, following completion of the Work Item referred to below by an Agreed Maintenance Performer, reimburse the Lessee from the relevant Notional Account for the Reimbursable Costs incurred by the Lessee in relation to the completion of the following Work Items during the Lease Period:

(i) the scheduled Landing Gear Overhaul;

(ii) the replacement of Life-limited Parts of an Engine;

(iii) an Engine Basic Shop Visit;

(iv) an APU Basic Shop Visit;

(v) a 6Y Check; and

(vi) a 12Y Check.

(c) Subject to paragraph (e) and (f) below, the Lessor shall not be obliged to pay any sum under paragraph (b) above to the extent the amount requested:

(i) save in the case of the Work Item referred to in paragraph (b)(ii) above, would exceed the balance in the relevant Notional Account (taking into account any additions to the relevant Notional Account in accordance with paragraph (e) below); and

(ii) in the case of the Work Item referred to in paragraph (b)(ii) above, in respect of the replacement of a Life-limited Part, would exceed the amount the replacement LLP(s) has or have individually contributed to the LLP Notional Account (taking into account any additions to the relevant Notional Account allocable to such LLP in accordance with paragraph (f) below),

in each case at the time the relevant Work Item is completed. If the amount reimbursed to the Lessee pursuant to paragraph (b) above is not sufficient to cover the cost incurred by the Lessee in completing the relevant Work Item, the Lessee shall be obliged to meet all excess costs from its own resources and may not submit any subsequent claim for reimbursement.

(d) Notwithstanding anything in this Clause 9.3 (Lessor’s contribution) to the contrary, the Lessor shall have no obligation to pay for or to contribute to the cost of:

(i) in the case of a 6Y Check or a 12Y Check, maintenance with respect to the APU or Landing Gear;

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(ii) any maintenance or Parts replacement required as the result of, or any cost resulting from, foreign object damage, operational misuse, mishandling, abuse, faulty maintenance, negligence, accidental damage, the FAA’s Airworthiness Directive or service bulletin, modification, addition or alteration, or any cost which is reimbursable from insurance after due diligence or claims against the manufacturer, supplier or repairer of any Part or part thereof, in respect of the condition or performance of such Part or part thereof, whether based on warranty claims or otherwise;

(iii) replacement, repair or rental of engine line replaceable units (regardless of whether or not such units must be operational for the repair facility to return an Engine to service);

(iv) labor at premium rates; or

(v) taxes or shipping and handling charges or the like incurred in connection with any of the foregoing maintenance or overhaul activities or purchase of Life-limited Parts.

(e) If, in relation to the first time that any of the Work Items referred to in paragraph (b)(i) or paragraphs (b)(iii) through (b)(vi) above are performed during the Lease Period, the balance of the corresponding Notional Account is insufficient to enable the Lessor to reimburse the Lessee in full pursuant to paragraph (c) above, the Lessor shall credit the Notional Account the lesser of:

(i) an amount in respect of that Work Item equal to the number of Reference Months, Engine Hours or APU Hours (as the case may be) elapsed or operated by the Aircraft, the Landing Gear, the Engine or APU (as applicable) between the previous performance of that Work Item (or if there has been no previous performance of it, since the Aircraft, the Engine, the APU or the Landing Gear (as applicable) was manufactured) and the Delivery Date, multiplied by the relevant per Reference Month, Engine Hour or APU Hour Dollar amount referenced in paragraph (a) of 9.2 (Supplemental Rental) (i) without giving effect to any escalation of such amounts pursuant to Clause 9.2(d), and (ii) instead, discounting each such amount on the date corresponding to the Delivery Date in one year increments prior to the Delivery Date using the corresponding escalations rates referenced in Clause 9.2(d)(i) and (ii) and using the resulting amount for purposes of calculating the amount accrued in respect of such Work Item during the subsequent year; and

(ii) the amount by which the approved invoice for the relevant Work Item exceeds the balance in the relevant Notional Account.

(f) If, in relation to the first replacement of a Life-limited Part of an Engine during the Lease Period, the balance of the corresponding Notional Account allocable to that Life-limited Part is insufficient to enable the Lessor to reimburse the Lessee in full pursuant to paragraph (c) above, the Lessor shall credit the Notional Account (and allocate to that Life-limited Part) the lesser of:

(i) an amount in respect of the replacement of that Life-limited Part arrived at by (x) allocating the number of Cycles operated by that Life-limited Part during the period (the Reference Period) since its last replacement (or since new, if it has not previously been replaced) until the Delivery Date to each calendar year during the Reference Period in which such operation occurs, (b) for each such

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calendar year, multiplying the number of Cycles operated by that Life-limited Part (limited to Cycles operated during the Reference Period) by the quotient of (x) the Engine Manufacturer’s list price for such Life-limited Part on or about date corresponding to the Delivery Date in such calendar year (or the Delivery Date itself in respect of the calendar year in which the Reference Period ends) and (y) the Engine Manufacturer’s total approved life in Cycles for such Life-limited Part and (c) aggregating the amounts in respect of each such calendar year during the Reference Period; and

(ii) the amount by which the approved invoice for the replacement of such Life-limited Part exceeds the balance in the relevant Notional Account allocable to such Life-limited Part.

(g) Requirements with respect to Lessor Refunds.

(i) If Lessee intends to undertake Work Item as described in Clauses 9.3(b)(ii) and 9.3(b)(iii), the cost for which it will seek a reimbursements from the Lessor under this Clause 9.3 (Lessor Refunds), then Lessor’s advance express written consent shall be required. Prior to performing any maintenance or overhaul for which Lessee will seek a Lessor Refund, Lessee shall submit to Lessor for approval an estimate of the cost of such maintenance or overhaul to be performed by an Agreed Maintenance Performer in writing at least forty-five (45) calendar days in advance (unless Lessee seeks to undertake the same during an unscheduled shop visit, in which case Lessee shall give Lessor reasonable notice thereof) of the workscope Lessee desires to accomplish, the estimated cost thereof and the maintenance facility Lessee proposes to have accomplish the work. Lessor, and any third party technical advisor retained by Lessor shall advise Lessee in writing within thirty (30) calendar days (or seven (7) calendar days if during an unscheduled shop visit) of receipt of Lessee’s written notice and a complete information package including all supporting materials necessary for Lessor’s evaluation of the proposed workscope (the Complete Workscope Package) of Lessor’s consent or rejection, in whole or in part, and propose any modifications thereto. The Complete Workscope Package must contain warranties for any overhaul pursuant to a Work Item which are expressly assignable to Lessor or Lessor’s assignee. In the event Lessor has not evaluated the Complete Workscope Package and responded to Lessee within thirty (30) calendar days of Lessor’s receipt of the Complete Workscope Package, the proposed workscope described therein shall be deemed approved for all purposes of this Lease.

(ii) Estimates and invoices submitted for maintenance and overhaul work to be paid for out of Lessor Refunds shall contain billing only in respect of the Airframe, the Engine(s), the APU or the Landing Gear, and shall contain or be accompanied with the substantiating data or reasonable equivalent (to the extent such data is applicable) listed in Schedule 12 (Lessor Refund - Invoices).

(iii) Provided that no Default or Event of Default has occurred and is continuing, within sixty (60) calendar days after receipt of the invoice for such maintenance or overhaul work for a Part, APU, Landing Gear, Engine or for the purchase of an Engine Life-limited Part, with the required accompanying data and provided that Lessee has paid such invoice amount in full, Lessor will pay Lessee for such invoice amount for such Lessor Refund as contemplated herein, except for any amounts which are inconsistent with the estimate previously approved by Lessor (and as to such amounts Lessor and Lessee

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agree to seek to resolve any such disputes as expeditiously as possible and in good faith discussions). Invoices for such maintenance and overhaul work, including Engine Life-limited Parts replacement, shall contain a certificate signed by the Agreed Maintenance Performer and countersigned by Lessee certifying that no credits, rebates or other allowances have been or will be given in respect of the services performed or parts and materials furnished, removed or exchanged (whether due to maximum cost guarantees, credits for life remaining on removed Parts, or otherwise), except as may be specifically itemized on such invoices (and in such case the itemized amounts will be deducted from the amount to be reimbursed by Lessor to Lessee from the applicable Maintenance Payments).

(h) If an Engine, APU or Landing Gear requires a Work Item that qualifies for a Lessor Refund, the Lessor may, in its sole discretion, provide Lessee with a replacement engine, replacement APU or replacement landing gear, as applicable, in lieu of Lessee accomplishing the appliocable Work Item. In such case, the replacement engine, APU or landing gear shall have as a minimum, the number of Flight Hours, Cycles and months remaining thereon that are reasonably expected to be required to enable Lessee to operate the Aircraft until the end of the Lease Period, and Lessee will continue to pay Supplemental Rental Amounts for the replacement engine, APU or landing gear. For the avoidance of doubt, (a) such replacement engine, APU or landing gear will be redelivered in full compliance with the Redelivery Conditions at the end of the Lease Period and (b) the original Engine, APU or Landing Gear shall be returned to Lessor at Lessor’s cost at the time of receipt of such replacement engine, APU or landing gear. The Lessor and the Lessee shall enter into such additional documents and Lease Supplements as the Lessor may reasonably require to reflect any such replacement.

(i) If an Engine undergoes an Engine Basic Shop Visit during the Lease Period, each LLP shall have sufficient Cycles remaining and each Airworthiness Directive shall have sufficient clearance period to its next due date to match the expected on wing performance life in terms of Engine Hours and Cycles (in line with industry MTBR and MCBR as published by the Engine Manufacturer) for such Engine after such shop visit, notwithstanding the minimum life remaining set forth in the Redelivery Conditions.

9.4 Security Deposit

The Lessee shall pay to the Lessor or its designee an amount equal to the Security Deposit Amount as set out below:

(a) the Lessor acknowledges that, prior to the execution of this Agreement, the Lessee paid to the Lessor the First Security Deposit Installment; and

(b) upon execution of this Agreement, the Lessee shall pay to the Lessor the Second Security Deposit Installment; and

(c) no later than five (5) days prior to the Scheduled Delivery Date, the Lessee shall pay to the Lessor or its designee an amount equal to the Security Deposit Amount less the amounts received by the Lessor in accordance with paragraphs (a) and (b) above.

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9.5 Concerning the Security Deposit

(a) The Lessee agrees that the Security Deposit shall irrevocably and unconditionally become the property of the Lessor, and the Lessor shall be entitled to commingle the Security Deposit with the Lessor’s general or other funds, and the Lessor will not hold any such funds as agent or on trust for the Lessee or in any similar fiduciary capacity, nor will the Lessee be entitled to interest on the Security Deposit.

(b) In addition to all rights and remedies of the Lessor elsewhere in this Agreement, the Lessor may:

(i) deduct from the Security Deposit, regardless of the place of payment or currency of that obligation any amount due and payable from the Lessee (a Lessee Obligation) under any Relevant Document or any Other Relevant Document; or

(ii) apply or appropriate the Security Deposit and apply or retain such amount towards payment of any Lessee Obligation in any order that it deems fit.

(c) If the Lessor exercises any of the rights described in paragraph (b) of this Clause 9.5 (Concerning the Security Deposit) in respect of the Security Deposit:

(i) the Lessee shall, upon a demand in writing from Lessor, within five (5) Business Days restore the Security Deposit to the level at which it stood immediately prior to such exercise; and

(ii) such application shall not be deemed a cure of any Default or Event of Default or satisfaction of any Lessee Obligation unless such application was sufficient to cure such payment Default or Event of Default or satisfy in full such Lessee Obligation and the Lessee has restored the Security Deposit to the level at which it stood immediately prior to such exercise.

(d) Within thirty (30) days following the Expiry Date, provided that the Lessee has satisfied all Lessee Obligations and discharged all Permitted Liens (other than Lessor’s Security), the Lessor shall pay the Lessee an amount equal to the Security Deposit (after which the balance of the Security Deposit shall be deemed to be zero).

10. EXPENSES AND INDEMNITIES

10.1 Costs and expenses

Whether or not the Aircraft is delivered to the Lessee under this Agreement, the Lessee shall pay to the Lessor immediately on demand an amount equal to all costs and expenses (including legal fees) incurred by the Lessor in connection with any amendment to, or the granting of any waiver or consent under, the Relevant Documents which is requested by the Lessee or required to implement any of the Relevant Documents, including for the avoidance of doubt costs and expenses incurred in connection with the provision of legal opinions and the submission of filings required in connection with the Relevant Documents.

10.2 Outgoings

(a) The Lessee shall pay promptly all outgoings or other Losses arising from:

(i) the import of the Aircraft into, or its subsequent exportation from, the State of Registration, or any other country;

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(ii) the registration, deregistration, possession, control, leasing, sub-leasing, use, operation, storage, maintenance, repair, service, Modification, overhaul, replacement, removal, repossession or redelivery of the Aircraft (including any Work Item); and

(iii) the insurance of the Aircraft,

(each an Outgoing).

(b) If the Lessee fails to pay any Outgoing when due:

(i) the Lessor may, without being obliged to do so and without prejudice to its right to treat that failure as an Event of Default, pay it; and

(ii) the Lessee shall reimburse the Lessor immediately on demand for any amounts paid by the Lessor, together with Late Payment Charges on such amounts from the date of payment by the Lessor to the date of reimbursement by the Lessee.

10.3 Operational indemnity

The Lessee shall indemnify and at all times keep indemnified each Indemnitee against all Losses which may at any time be incurred by that Indemnitee:

(a) relating to, or arising directly or indirectly in any manner whatsoever out of, the condition, testing, design, manufacture, purchase, importation to or exportation from any country, registration, deregistration, possession, control, leasing, sub-leasing, use, operation, storage, maintenance, repair, service, modification, overhaul, replacement, insurance, removal, repossession, re-delivery, disposal or Total Loss of the Aircraft in connection with the Relevant Documents;

(b) on the grounds that the Aircraft or any design, article or material in or forming part of the Aircraft or the operation or use thereof constitutes or is alleged to constitute an infringement of any patent or other intellectual property right or any other right whatsoever;

(c) in preventing or attempting to prevent the arrest, confiscation, seizure, taking in execution, impounding, forfeiture or detention of the Aircraft during the Lease Period, or in securing the release of the Aircraft;

(d) in retaking possession of the Aircraft (including any off-wing Engine) or detaining the Aircraft (including any off-wing Engine) in connection with the enforcement of the rights of that Indemnitee under the Relevant Documents; or

(e) resulting from the Lessee parting with possession of the Aircraft during the Lease Period.

10.4 Default indemnity

The Lessee will indemnify and keep indemnified each Indemnitee against all Losses which may at any time be incurred by that Indemnitee as a consequence of:

(a) the occurrence of any Default or Event of Default;

(b) the breach by the Lessee of any representation, warranty, covenant or other provision contained in any of the Relevant Documents; or

(c) the enforcement or preservation of any of its rights under the Relevant Documents.

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10.5 Exclusion from indemnities

The Lessee need not indemnify an Indemnitee under Clause 10.3 (Operational indemnity) or Clause 10.4 (Default indemnity) in respect of Losses which:

(a) are the result of the fraud, gross negligence or willful default of that Indemnitee;

(b) are compensated for by the indemnity in Clause 11.1 (Tax indemnity) (or would be compensated for by Clause 11.1 (Tax indemnity) but are not so compensated solely because any exclusion in paragraph (b) of that Clause applies);

(c) are the result of the breach by that Indemnitee of any of its express obligations under any of the Relevant Documents (other than a breach attributable to the breach by any other party to any Relevant Document of its obligations under the Relevant Document, or attributable to an act or omission of any other person); or

(d) constitute an ordinary and usual operating or overhead expense of that Indemnitee (other than any such Losses which are suffered or incurred as a result of or following an Event of Default).

For the purposes of this Agreement, gross negligence means, in relation to an Indemnitee, any intentional or conscious action or decision of such Indemnitee which is taken with reckless disregard for the consequences of such action or decision.

10.6 Currency of amounts

All amounts payable by the Lessee under this Clause 10 (Expenses and Indemnities) shall be paid in the same currency as the Losses to which they relate or, if required by the Lessor, in their Dollar equivalent notified by the Lessor to the Lessee.

10.7 Tax on indemnity payments

If, as a result of its Tax treatment, an Indemnitee would be in a worse position after receiving an indemnity payment under any of the Relevant Documents than it would have been in if the Loss giving rise to the right to be indemnified had not occurred, the Lessee shall pay to that Indemnitee such additional sum as may be necessary to leave that Indemnitee in the same position after Tax, that it would have been in had the Loss not occurred.

10.8 Survival

The provisions of this Clause 10 (Expenses and Indemnities) shall remain in full force and effect following the termination of this Agreement or the Lease Period or the cancellation of the leasing of the Aircraft hereunder.

11. TAXATION

11.1 Tax indemnity

(a) The Lessee shall (within three (3) Business Days of demand by the Lessor) pay to the Lessor (or its designee) (for the account of the relevant Indemnitee) an amount equal to the Taxes (and any relevant Losses arising from such Taxes) which the relevant Indemnitee determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Indemnitee in relation to the Aircraft or the transactions contemplated by the Relevant Documents.

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(b) Paragraph (a) above shall not apply with respect to any Tax assessed on an Indemnitee:

(i) under the law of the Home Jurisdiction or Tax Residence of that Indemnitee if that Tax is imposed on or calculated by reference to the net income, profit, or gains received or receivable (but not any sum deemed to be received or receivable) by that Indemnitee other than when such Tax is imposed by reason of the presence, registration, use or operation in the Home Jurisdiction or Tax Residence of that Indemnitee;

(ii) to the extent that the Tax would not have arisen:

(A) but for the fraud, gross negligence or willful misconduct of that Indemnitee; or

(B) but for the material breach by that Indemnitee of its obligations under any Relevant Document (other than a breach attributable to the breach by the Lessee of its obligations under the Relevant Documents, or attributable to an act or omission of any other person);

(iii) the Tax is compensated for by an increased payment under Clause 12.4 (No deductions or withholdings) or Clause 11.4 (Value added tax); or

(iv) that is imposed as a direct result of the activities of that Indemnitee in the jurisdiction imposing the liability unrelated to the transactions contemplated by the Relevant Documents.

(c) If an Indemnitee makes or intends to make a claim under paragraph (a) above, it shall promptly notify the Lessee of the event which will give, or has given, rise to the claim.

11.2 Tax credit

If the Lessee makes a Tax Payment and the Lessor determines that:

(a) a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and

(b) that the relevant Lessor Party has obtained, utilized and retained that Tax Credit,

the Lessor shall, on account of the relevant Lessor Party (promptly after that Lessor Party has obtained, utilized and retained that Tax Credit), pay an amount to the Lessee by way of rebate of Rental which the Lessor determines in its absolute discretion will leave the relevant Lessor Party (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Lessee.

11.3 Stamp taxes

The Lessee shall pay and, within three (3) Business Days of demand, indemnify each Indemnitee against any Tax, cost, Loss or liability that such Lessor Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Relevant Document.

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11.4 Value added tax

(a) All amounts expressed to be payable under a Relevant Document by the Lessee to an Indemnitee which (in whole or in part) constitute consideration for a supply for VAT purposes shall be deemed to be exclusive of VAT which is chargeable on such supply, and accordingly, if VAT is chargeable on any supply, the Lessee shall pay to the Lessor (for the account of the relevant Indemnitee) in addition to and at the same time as paying the consideration, an amount equal to the amount of the VAT (and the Lessee shall promptly provide an appropriate VAT invoice to the Lessor).

(b) Where a Relevant Document requires the Lessee to reimburse an Indemnitee for any costs or expenses, the Lessee shall also at the same time pay and indemnify the Lessor against all VAT incurred by it in respect of those costs or expenses.

11.5 Conduct of business

No provision of this Agreement shall:

(a) interfere with the right of each Indemnitee to arrange its affairs (Tax or otherwise) in whatever manner it thinks fit;

(b) oblige any Indemnitee to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c) oblige any Indemnitee to disclose any information relating to its affairs (Tax or otherwise) or any computations in respect of Tax.

11.6 Mitigation

If the Lessee is required to pay, deduct or withhold, or to make additional payments to the Lessor on account of any payment, deduction or withholding on account of, Tax under any of the Relevant Documents, or if it appears probable that the Lessee will become required to do so, the Lessor shall, at the Lessee’s request and expense and provided that it can do so without prejudicing its position, consult and co-operate with the Lessee in order to avoid and/or mitigate any such Tax.

11.7 Survival

The provisions of this Clause 11 (Taxation) shall remain in full force and effect following the termination of the Lease Period or the termination or cancellation of the leasing of the Aircraft under this Agreement.

12. PAYMENT MECHANICS

12.1 Method of payment

On each date on which the Lessee is required to make a payment under this Agreement, the Lessee shall make the same available to the Lessor or its designee for value on the due date in the Rental Collection Account or as otherwise agreed by the Lessor and the Lessee from time to time in writing.

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12.2 Calculation of payments

(a) Late Payment Charges, Rental and any other amount payable pursuant to this Agreement shall accrue from the due date on a day-to-day basis and be calculated on the basis of the actual number of days elapsed and a year of 360 days.

(b) Rental (including Supplemental Rental Amounts) due in respect of each fraction of a relevant period shall be pro-rated.

12.3 Obligations absolute

This Lease is a net lease. The Lessee’s obligation to pay Rental and all other amounts payable under this Agreement is absolute and unconditional irrespective of any contingency, including (but not limited to):

(a) any right of set-off, counterclaim, defense or other right which any Party may have against any other;

(b) any interference with, unavailability of, or interruption of the use of, the Aircraft for any reason, including (but not limited to) its Requisition, Hijacking and any prohibition or other restriction on its use, operation or possession;

(c) any defect in the title, airworthiness, condition, design, operation or fitness for use or purpose of the Aircraft;

(d) any defect in any Relevant Document or the registration of any Relevant Document or of the Aircraft under the laws of any state;

(e) subject to Clause 19.2 (Total Loss during the Lease Period), the Total Loss of or any damage to the Aircraft;

(f) any failure, breach or delay by any Party, however fundamental and whether with or without fault on its part, in performing or complying with any of its obligations under this Agreement;

(g) any insolvency, bankruptcy, winding-up, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceedings by or against the Lessee or any Lessor Party; or

(h) any other cause which but for this provision would or might have the effect of terminating, frustrating or in any way affecting any obligation of the Lessee under any Relevant Document.

12.4 No deductions or withholdings

(a) All payments by the Lessee under the Relevant Documents shall be made in full without any deduction or withholding (whether in respect of set-off, counter-claim, duties, Tax, charges or otherwise) unless a deduction or withholding is required by any applicable law, in which event the Lessee shall:

(i) ensure that the deduction or withholding does not exceed the minimum amount legally required;

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(ii) pay to the Lessor or its designee immediately the additional amount that will result in the net amount received by the Lessor or its designee being equal to the amount which would have been received by the Lessor or its designee had no such deduction or withholding been made;

(iii) pay to the relevant Agency within the period for payment permitted by any applicable law the minimum amount of the deduction or withholding required by law (including the amount of any deduction or withholding on any additional amount paid under this Clause 12.4 (No deductions or withholdings)); and

(iv) when requested to do so by the Lessor, provide to the Lessor, within the period for payment permitted by any applicable law, an official receipt (if available) of the relevant Agency for all amounts deducted or withheld, or if such receipts are not issued by the relevant Agency, a certificate of deduction or any other evidence of the relevant deduction or withholding reasonably required by the Lessor.

(b) The Lessee shall promptly upon becoming aware that it must make a withholding or deduction (or that there is any change in the rate or the basis of a withholding or deduction), notify the Lessor accordingly.

12.5 Late Payment Charges

If the Lessee fails to pay any amount payable by it under this Agreement on its due date, without prejudice to any other rights which the Lessor may have, the Lessee shall pay to the Lessor or its designee immediately on demand an amount by way of additional Rental equal to Late Payment Charges accrued on that overdue amount accrued from the due date up to the date of actual payment.

12.6 Business Days

Any payment which is due to be made on a day that is not a Business Day, shall be made on the immediately preceding Business Day.

12.7 Certificates and determination

(a) Any certificate or determination by the Lessor of a rate, amount payable or date upon which that amount is payable under this Agreement or any other Relevant Document shall, in the absence of manifest error, constitute prima facie evidence of the matter to which it relates and the Lessor shall, if requested by the Lessee, set out the relevant calculation of the amount concerned in reasonable detail.

(b) In any litigation or arbitration proceedings arising out of or in connection with a Relevant Document, the entries made in the accounts maintained by the Lessor are prima facie evidence of the matters to which they relate.

12.8 Lessor’s payment obligations

The Lessor shall not be obliged to pay or release any amount that is due and payable by it to the Lessee under a Relevant Document unless (a) no Default or Event of Default has occurred which is continuing and (b) it has received in full all amounts then due and payable by the Lessee to it under the Relevant Documents or under any other agreement for the time being between the Lessor and the Lessee.

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12.9 Application of payments

If the Lessor receives a payment in respect of amounts then due and payable by the Lessee under this Agreement and such payment is insufficient to discharge all the amounts payable, the Lessor may apply that payment towards Rental, Late Payment Charges, fees or any other amount due under any Relevant Document in such proportions and order and generally in such manner as the Lessor may determine.

12.10 Currency of payments

(a) Subject to Clause 10.6 (Currency of amounts), all amounts payable by the Lessee under the Relevant Documents shall be paid in Dollars in time to enable the funds to be cleared on the due date for payment.

(b) If any sum due from the Lessee under the Relevant Documents (a Sum) or any order, judgment or award given or made in relation to a Sum has to be converted from the currency (the First Currency) in which that Sum is payable into another currency (the Second Currency) for the purpose of:

(i) making or filing a claim or proof against the Lessee; or

(ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings in any court or other tribunal,

the Lessee shall as an independent obligation, within three (3) Business Days of demand, indemnify the Lessor against any Losses arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to the Lessor at the time of its actual receipt of that Sum.

12.11 Authorizations for payments

(a) The Lessee shall obtain and maintain in full force and effect all certificates and other Authorizations which are from time to time required to enable it to make the payments required by the Relevant Documents.

(b) The Lessee shall make and maintain all the necessary filings to ensure the legality and validity of payment under the Relevant Documents.

13. GENERAL UNDERTAKINGS

13.1 General undertakings

Throughout the Lease Period the Lessee shall promptly:

(a)

(i) obtain, comply with and do all that is necessary to maintain in full force and effect; and

(ii) supply certified copies to the Lessor of,

any Authorization required under any law of its Home Jurisdiction or the State of Registration to enable it to perform its obligations under the Relevant Documents and to ensure the legality, validity, enforceability or admissibility in evidence in its Home Jurisdiction or the State of Registration of any Relevant Document;

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(b) comply in all respects with all laws to which it may be subject, if failure so to comply would materially impair its ability to perform its obligations under the Relevant Documents;

(c) not enter into a single transaction or a series of transactions (whether related or not and whether voluntary or involuntary) to sell, lease, transfer or otherwise dispose of all or a material part of its assets other than as permitted by the Relevant Documents or for the purpose of:

(i) replacing or upgrading the aircraft in its fleet in the ordinary course of its business; or

(ii) a reconstruction or amalgamation to whose terms the Lessor has given its prior written consent;

(d) not enter into any amalgamation, demerger, merger or corporate reconstruction without first obtaining the written consent of the Lessor, such consent not to be unreasonably withheld or delayed;

(e) perform its obligations under the Relevant Documents; and

(f) do everything reasonably requested by the Lessor and the Security Trustee to maintain and protect the interests of the Lessor Parties and the Finance Parties in the Aircraft and the Relevant Documents.

(g) not make any payment under any Relevant Document with funds that are: (a) the property of, or beneficially owned directly or indirectly by any Sanctioned Person, or

(b) the direct proceeds of any agreement, transaction, dealing or relationship that involves any Sanctioned Person or otherwise would, if entered into by a US citizen, violate any Economic Sanctions Law;

(h) not take any action (including the Lessee’s Affiliates) that could reasonably be expected to result in a violation of Economic Sanctions Law by the Lessor; and

(i) not change the state in which its “place of business” or “centre of administration” (as those terms are used in the Cape Town Convention) is located or the location of its chief executive office from that described in the first paragraph of this Agreement or otherwise be located (as determined pursuant to Section 9-307 of the UCC) at any place other than the State of Delaware, except in each case upon ten (10) days prior written notice thereof to Lessor, which notice shall be accompanied by appropriate UCC financing statements to be filed in the relevant jurisdiction.

13.2 Notification of adverse events

From the date of this Agreement until the Expiry Date, the Lessee shall inform the Lessor immediately if it becomes aware that:

(a) anything has occurred which has a Material Adverse Effect;

(b) a Default or Event of Default has occurred;

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(c) a Total Loss has occurred with respect to the Airframe or any Engine or the Aircraft has sustained damage which is expected to cost more than the Claims Limit to repair or replace;

(d) the Airframe or any Engine has been lost, arrested, confiscated, seized, impounded, taken in execution, detained or forfeited, or become the subject of a Hijacking or Requisition; or

(e) any event has occurred in respect of the Aircraft which might reasonably be expected to involve any Lessor Party or any Finance Party in Losses in excess of the Claims Limit,

and shall provide the Lessor promptly upon request with reasonable details of any such event.

13.3 Information

Throughout the Lease Period, the Lessee shall:

(a) No later than the 5th calendar day of each Month, provide to the Lessor information regarding the location, operation, use, insurance and condition of the Aircraft during the previous Month in the form of Schedule 6 (Form of monthly operational report) or when reasonably requested by the Lessor from time to time;

(b) as soon as the same become available and in any event within ninety (90) days after the end of each of its financial years (beginning with the current one), deliver to the Lessor and the Security Trustee two (2) copies of its annual report and audited consolidated financial statements (provided in the English language) for that financial year, together with copies of the related auditors’ reports;

(c) as soon as the same become available and in any event within thirty (30) days after the end of each quarter (beginning with the current one), deliver to the Lessor and the Security Trustee two (2) copies of its quarterly financial reports for that quarter;

(d) deliver to the Lessor and the Security Trustee all documents dispatched by the Lessee to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched; and

(e) deliver to the Lessor and the Security Trustee any other information relating to the Lessee’s financial condition, business and operations that the Lessor and the Security Trustee may from time to time reasonably request.

13.4 Inspection

(a) Throughout the Lease Period, the Lessee shall:

(i) permit the Lessor or its designated representatives at all reasonable times, upon giving reasonable notice to inspect the Aircraft, Technical Records, and the then current Maintenance Program.

Lessee shall pay immediately on demand, or reimburse the Lessor or such representative for the cost of any additional inspection conducted by the Lessor or such representative following an Event of Default or if no Event of Default has occurred, where any such inspection shows the Aircraft not to be in the condition required by this Agreement in any material respect; and

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(ii) give the Lessor at least sixty (60) days’ prior notice of the time and location of each C-Check and of any shop visit of any Engine and permit the Lessor or its designated representative to inspect any area of the Aircraft that would normally be inspected during such C-Check or shop visit.

(b) The Lessee shall as soon as practicable carry out all repairs to the Aircraft that are shown by the inspections referred to in paragraph (a) above to be required in order to comply with the terms of this Agreement.

(c) The Lessor shall not be obliged to make any inspection of the Aircraft and shall not incur any liability or obligation by reason of making or not making any such inspection.

13.5 Storage

If the Aircraft is withdrawn from service or ceases to be operated for more than ten (10) consecutive Business Days (other than for the purposes of overhaul, repair, modification or maintenance in accordance with this Agreement), the Lessee shall:

(a) procure that the Aircraft is stored in accordance with:

(i) Good Airline Practice, the MPD, the Aircraft Maintenance Manual and the specifications and procedures of the Engine Manufacturer; and

(ii) a storage program approved by the Aviation Authority for the aircraft model type and duration of the storage period; and

(b) notify the Lessor and give the Lessor details of the manner and location in which the Aircraft is to be stored.

13.6 Ownership and security

Throughout the Lease Period, the Lessee shall:

(a) not at any time represent or hold out any Lessor Party or any Finance Party as carrying goods or passengers on the Aircraft, or as having any operational interest in the Aircraft;

(b) not at any time represent itself as being the agent of any Lessor Party or any Finance Party for any purpose, unless expressly permitted to do so by the Lessor under this Agreement;

(c) not:

(i) dispose (whether by way of sale, lease, assignment, the grant of any Security or otherwise) of the Aircraft Assets (other than as permitted by the Relevant Documents); or

(ii) permit any Security to exist over the Aircraft Assets (other than Permitted Liens);

or attempt to hold itself out as having any power to or permit any person to do any of the above;

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(d) promptly pay and discharge when due, or make adequate provision (by way of security or otherwise) for, all debts, claims, liabilities or obligations whatsoever (whether incurred by or imposed upon the Lessee or any other person) which may give rise to any Security (other than Permitted Liens);

(e) not do, omit to do, or permit to be done anything which might jeopardize the rights, title or interest of any Lessor Party or any Finance Party in the Aircraft;

(f) not pledge the credit of the Lessor for any maintenance, service, repairs, overhauls of, modifications to, or changes or alterations in, the Aircraft or otherwise; and

(g) affix and not remove or cover up (or permit to be removed or covered up):

(i) in a prominent position on the flight deck door or on the sill of the left hand forward entry door of the Airframe and on each Engine, a fireproof plate of not less than 10cm x 7cm having the following text:

“Notice of Ownership

This [Aircraft/Engine] is owned by [•] (as Owner) and leased to and operated by [•] and mortgaged in favor of [•] (as Security Trustee) and may not be subleased to or operated by any third party without the prior written consent of Lessor and Security Trustee”

or such other similar text as may be advised by the Lessor to the Lessee in writing prior to Delivery; and

(ii) promptly after being notified by the Lessor of any required change in the text set out in paragraph (i) above, replacement fireproof plates of the same dimensions and in the same places as the plates referred to in paragraph (i) above having the text from time to time notified by the Lessor to the Lessee.

13.7 Cape Town Convention

(a) If the State and/or any Regional Economic Integration Organization and/or any territorial unit in which the Lessee is situated has, or at any time brings into force, any legislative or other provisions giving effect to the Convention and/or the Aircraft Protocol and/or becomes a Contracting State, the Lessee at its own cost and expense shall from time to time do or cause to be done any and all acts and things which may be required or desirable (in the sole discretion of the Lessor) to ensure that the Lessor (and/or any Finance Party) has and/or obtains the fullest (potential or otherwise) benefit(s) and advantage(s) available under the Convention and/or the Aircraft Protocol for the Lessor (and/or any Finance Party) in connection with the Aircraft and any Engine, including (but not limited to):

(i) any matters connected with registering, perfecting, preserving and/or enhancing any Registrable Interest(s) vested in the Lessor (and/or any Finance Party) with respect to the Aircraft and/or any Engine and constituted by this Agreement (including without limitation, terminating this Agreement and entering into another lease on the same terms as this Agreement for the remainder of the Lease Period, if requested by the Lessor);

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(ii) constituting any Registrable Interest(s) to be vested in Lessor and/or any Finance Party with respect to the Aircraft and/or any Engine in connection with this Agreement;

(iii) entry into agreements (subordination or otherwise) to protect and/or enhance and/or improve the priority of any Registrable Interest(s) referred to in the foregoing paragraph (i) and/or (ii), and any Registrable Interest(s) created by the Lessor in favor of any Finance Party;

(iv) agreeing to, consenting to and acknowledging any assignment the Lessor enters or has entered into with a Finance Party in connection with this Agreement;

(v) excluding in writing the application of any provisions of the Convention and/or Aircraft Protocol that the Lessor may deem desirable in connection with the foregoing;

(vi) cause the Lessee to become a transacting user entity with the International Registry; and

(vii) executing and delivering an IDERA to the Aviation Authority for recordation.

(b) For purposes of Clause 13.7(a) the place in which the Lessee is situated shall be construed and determined in accordance with the provisions of Article 4 (and Article 68) of the Consolidated Text.

(c) In this Clause 13.7 and Clause 16.3 (International conventions), the terms “assignment” (for the purposes of this Clause 13.7 only), “International Registry”, “Regional Economic Integration Organization”, “situated in”, “State”, and “territorial unit” shall have the respective meanings given to them in (or, as appropriate, shall be construed in accordance with) the Consolidated Text.

14. OPERATIONAL UNDERTAKINGS

Throughout the Lease Period, the Lessee shall comply with the following provisions of this Clause 14.

14.1 Possession of the Aircraft

Subject to Clauses 14.2 (Charter or wet leasing), 14.3 (Sub-leasing) and 20 (Requisition for hire), the Lessee shall keep the Aircraft in its own possession (other than for overhaul, repair, Modification or maintenance in accordance with this Agreement).

14.2 Charter or wet leasing

(a) The Lessee shall be permitted to charter or wet lease the Aircraft in the ordinary course of the Lessee’s business on a short-term basis (and in any event for a period no greater than three (3) months), provided that:

(i) such charter or wet lease constitutes an arrangement whereby the Lessee agrees to furnish the Aircraft to a third party pursuant to which the Aircraft:

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(A) shall be operated solely by cockpit personnel under the operational control of the Lessee, possessing all such current licenses and certifications required by the Aviation Authority;

(B) shall remain subject to the insurance coverage required under Clause 18 (Insurances);

(C) shall be maintained and operated by the Lessee in accordance with this Agreement; and

(D) shall remain registered in the State of Registration and based at the Habitual Base;

(ii) such arrangement is expressly subject and subordinate to this Agreement and the rights of the Lessor and the Security Trustee under this Agreement and to the Aircraft.

(b) The Lessee’s obligations under this Agreement shall continue in full force and effect notwithstanding any such charter or wet lease and in no event shall any chartering or wet leasing of the Aircraft extend beyond the Expiry Date.

14.3 Sub-leasing

(a) The Lessee may only sublease the Aircraft if permitted by the laws of the Home Jurisdiction of the Lessee and the Lessor has given its prior written consent, which the Lessor may give or withhold at its discretion, and provided in any case that:

(i) the Lessee remains primarily liable for the performance of, and, where applicable procures the performance by the sublessee of, the terms of this Agreement, which shall remain at all times in full force and effect;

(ii) the terms of the sublease shall be expressly subject and subordinate to this Agreement and shall not be capable of preventing, delaying or prejudicing the Lessor or the Security Trustee from re-acquiring possession of the Aircraft under this Agreement or any other Relevant Document;

(iii) the Lessee procures that all steps that the Lessor may reasonably require are taken to ensure the continued priority, validity and enforceability of the right, title and interest of the Lessor Parties and the Finance Parties in and to the Aircraft Assets;

(iv) the Aircraft continues to be insured on terms which are consistent with the Insurances;

(v) the Lessor and the Security Trustee receive a legal opinion in relation to the sublease in form and substance satisfactory to the Lessor and the Security Trustee;

(vi) the Lessee bears the costs incurred by the Lessor and the Security Trustee in connection with its approval of the sublease;

(vii) the sublessee shall not be permitted to sub-sublease the Aircraft;

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(viii) if required to do so by the Lessor, the Lessee grants to the Lessor (or to the Finance Parties or any of them) an assignment by way of security of its rights under that sublease; and

(ix) if the proposed sublease (and any assignment by way of security of the associated rights under that sublease entered into in accordance with paragraph (viii) above) creates a Registrable Interest, the Lessor and Lessee shall, and the Lessee shall procure that the sublessee shall, at no cost to the Lessor Parties or the Finance Parties, prior to commencement of the sublease, do or cause to be done, any act or thing which the Lessor and/or the Finance Parties deem necessary or desirable to ensure that the Lessor Parties and the Finance Parties shall have the full benefit of the Convention. Such actions may include (without limitation):

(A) any matters connected with the registration, perfection and preservation of a Registrable Interest;

(B) subordination of the Lessee’s and the sublessee’s rights in relation to those Registrable Interests;

(C) the execution and delivery by the sublessee to the Aviation Authority of an IDERA; and

(D) the provision to the Lessor and the Finance Parties of a legal opinion from legal counsel acceptable to the Lessor and the Finance Parties in relation to the due constitution and registration of the Registrable Interests referred to in this paragraph (ix).

(b) If any of the Lessee’s obligations under this Agreement is performed instead by another Operator under a sublease entered into with the Lessee in accordance with this Agreement, the Lessee will be deemed to have discharged that obligation to the extent that it has been performed by the other Operator.

(c) Lessee shall not operate (and procure that any sublessee operating the Aircraft in accordance with this Clause 14.3 will not operate) the Aircraft (including any Engines) at a Flight Hour to Cycle ratio of less than 1:1 during any period of one (1) month during the Lease Period.

14.4 Operation and use

(a) The Lessee shall ensure that the Aircraft is at all times used, operated and controlled in accordance with the requirements of the Aviation Authority and the laws of each other jurisdiction to which the Lessor, the Lessee, the Operator and the Aircraft are subject (including the laws of any country to, from, in or over which the Aircraft may be flown) and the provisions of this Lease, including, without limitation, the provisions of this Clause 14.4 (Operation and Use).

(b) The Lessee shall not permit the Aircraft to be used:

(i) for any illegal purpose or in any illegal manner;

(ii) for any purpose for which it is not designed or reasonably suited;

(iii) outside the tolerances and limitations for which it was designed;

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(iv) contrary to any Supplier’s operating manuals or instructions;

(v) in any manner which might invalidate any Supplier Warranty;

(vi) for any purpose that would result in the applicability of sovereign immunity to the Aircraft, including (but not limited to) possession by the state and use for government activities;

(vii) in any manner which would conflict with any prohibition, sanction or restriction issued or imposed by the United Nations Security Council, the Council of the European Union or the United States of America; or

(viii) for any purpose or in any manner inconsistent with or not fully covered by the Insurances or outside any geographical limit imposed by the Insurances.

(c) The Lessee shall only permit the Aircraft to be used in commercial operations and shall not permit the Aircraft to be used for any military purpose unless the Aircraft is requisitioned for hire or title in a manner which is beyond the control of the Lessee.

(d) The Lessee shall not use, or permit the use of, the Aircraft for testing or for training, qualifying or reconfirming the status of flight crew members other than employees of the Lessee, and then only if the use of the Aircraft for such purpose is not disproportionate to the use for such purpose of other aircraft of the same type owned or operated by the Lessee.

(e) The Lessee shall not permit the Aircraft to be used to carry:

(i) whole animals living or dead, except in its cargo compartments according to IATA regulations and except domestic pet animals carried in a suitable container to prevent the escape of any liquid and to ensure the welfare of the animal;

(ii) acids, toxic chemicals, other corrosive materials, explosives, nuclear fuels, wastes, or any nuclear assemblies or components, except as permitted for passenger aircraft under the “Restriction of Goods” schedule issued by IATA from time to time and provided that all the requirements for packaging are fulfilled; or

(iii) any other goods, materials or items of cargo which could reasonably be expected to cause damage to the Aircraft.

(f) The Lessee shall ensure that, except for overhaul, repair, Modification or maintenance in accordance with this Agreement, the Aircraft is based at and operated from the Habitual Base and returns to the Habitual Base at least once in every ten (10) consecutive days.

(g) To the extent that the Aircraft is operated within the European Union, the Lessee shall (and shall procure that any sublessee operating the Aircraft pursuant to a permitted sublease shall):

(i) comply with any obligations applicable to it in respect of the EU ETS Legislation (including without limitation the payment of all charges thereunder) and shall ensure that the Lessee (or, as applicable, the relevant sublessee approved by the Lessor from time to time in accordance with Clause 14.3 (Sub-leasing)) (and not the Lessor, the Owner or any Finance Party) is notified to the relevant authorities as being the operator of the Aircraft whenever applicable in connection with the EU ETS Legislation;

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(ii) upon the reasonable request of the Lessor, but not more frequently than once a year for so long as the Aircraft continues to be operated within the European Union, certify to the Lessor that the Lessee and any sublessee approved by the Lessor from time to time in accordance with Clause 14.3 (Sub-leasing) are complying with the EU ETS Legislation to the extent that such EU ETS Legislation applies to the Lessee or such sublessee; and

(iii) indemnify the Lessor for any payments the Lessor makes and all Losses incurred by the Lessor in connection with compliance with the EU ETS Legislation.

(h) The Lessee will ensure that the Aircraft is not operated in or flown into any Sanctioned Territory, or to any airport, country or territory if so doing would cause the Lessee or the Lessor to be in violation of any Economic Sanctions Law or any other applicable law, including without limitation any US or EU export controls, applicable to either the Lessor or the Lessee or to the Aircraft. The Lessee will not permit the Aircraft to be registered, incorporated under the laws of, stationed, resident, based or operated in, any Sanctioned Territory provided that nothing in this sub-clause (h) shall apply to a mere over-flight of any Sanctioned Territory.

14.5 Aircraft Documents

(a) The Lessee shall procure that:

(i) all revisions issued by the relevant Supplier during the Lease Period are inserted in the Aircraft Documents; and

(ii) accurate, complete and current records are kept of all:

(A) flights made by the Airframe;

(B) Flight Hours and Cycles completed by each Engine and each Part referred to in Schedule 6 (Form of monthly operational report); and

(C) maintenance, Modification and repairs carried out to the Aircraft.

(b) The Lessee shall procure that the Aircraft Documents referred to in paragraph (a) above shall:

(i) be written in English;

(ii) be kept up to date and maintained in accordance with the requirements of the Aviation Authority, EASA, the recommendations of the relevant Suppliers and Good Airline Practice;

(iii) disclose the location of all Engines and Parts not installed on or attached to the Airframe;

(iv) be kept by the Operator in its possession or in the possession of the Agreed Maintenance Performer at a secure location approved by the Lessor and the Aviation Authority, and the Lessee shall not permit any other person (other than the Agreed Maintenance Performer) to have possession of or control over them without the Lessor’s prior written consent;

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(v) form part of the Technical Records and the Aircraft Documents; and

(vi) be the property of the Owner whether in physical form or in digital form and stored in any system used by the Lessee subject to this Agreement and to any relevant Finance Document.

(c) The Lessee shall permit the Lessor or any authorized representative of the Lessor to examine the Technical Records and the other Aircraft Documents upon giving reasonable notice.

14.6 Flight Charges

(a) The Lessee shall:

(i) ensure that all Flight Charges, are paid promptly when due; and

(ii) indemnify the Lessor and each Finance Party in respect of all Flight Charges, which indemnity shall remain in full force following the termination of the Lease Period or Redelivery.

(b) The Lessee shall:

(i) provide the Lessor with a list of the airports to which the Operator operates the Aircraft or its other aircraft five (5) Business Days before the Delivery Date and promptly after any change to the airports listed; and

(ii) authorize the Lessor and the Security Trustee to obtain direct from each airport a general statement of account from time to time in relation to the status of the Lessee’s payment of Flight Charges at that airport.

(c) The Lessee shall authorize the Lessor and the Security Trustee to obtain direct from the Aviation Authority a general statement of account from time to time in relation to the status of the Lessee’s payment of Flight Charges owed by it.

15. MAINTENANCE AND REPAIR

15.1 General requirements

(a) At all times during the Lease Period, the Lessee, at its own expense, shall:

(i) ensure that the Aircraft is serviced, repaired, maintained, overhauled and tested by the Agreed Maintenance Performer and, where applicable, stored, in each case in accordance with the Maintenance Program, the Aircraft Mainteance Manual, the requirements of the Aviation Authority, EASA, and Good Airline Practice so as:

(A) to keep it in equivalent or better repair, operating condition, appearance and airworthiness as when it was delivered to the Lessee on the Delivery Date, fair wear and tear from normal flight operations excepted;

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(B) to keep it in such operating condition as is necessary to enable the airworthiness certificate of the Aircraft to be maintained in good standing at all times under all applicable laws; and

(C) not to discriminate adversely against it in comparison with the other aircraft in the Lessee’s fleet;

(ii) provide the Lessor with a copy of any revisions to the version of the Maintenance Program provided to the Lessor pursuant to Clause 4.1 (Conditions Precedent);

(iii) ensure that any Airworthiness Directive or “alert” Service Bulletin that has been issued by the Aviation Authority, EASA, and/or any relevant Supplier, and any Aviation Authority regulatory order or directive not issued as an Airworthiness Directive, which in each case affects the Aircraft and which has a compliance date during the Lease Period (each such Airworthiness Directive or Service Bulletin, a Mandatory Action) is duly completed on a timely basis.

(b) Title to any Modification Part shall, upon installation in or addition to the Aircraft, vest in the Owner free and clear of all Security and shall become subject to this Agreement and, where applicable, to any relevant Finance Document and shall become a Part for the purposes of this Agreement.

(c) The Lessee shall not amend the Maintenance Program unless such amendment is required for the purposes of compliance with the MPD and the Aviation Authority has approved or requires such amendment.

(d) Provided that no Event of Default has occurred and is continuing, the Lessor shall reimburse the Lessee for a portion of the reasonable costs incurred by the Lessee for accomplishing each airworthiness directive on the Aircraft issued by the FAA and EASA that require terminating action during the Lease Period (each such airworthiness directives, a Reimbursable Airworthiness Directive) in accordance with the following formula; provided that (i) the Lessee has provided the Lessor with the advice of the terminating action required for such Reimbursable Airworthiness Directive not less than 30 days prior to such terminating action being performed, (ii) such Reimbursable Airworthiness Directive has been accomplished, to Lessor’s satisfaction, with terminating action (as listed in the applicable airworthiness directive document) during the Lease Period, (iii) Lessor has received a copy of the final invoice from the Agreed Maintenance Performer in respect of such Reimbursable Airworthiness Directive and (iv) the total direct cost of labor and materials for the implementation of such Reimbursable Airworthiness Directive on a terminating action basis is in excess of the AD Threshold:

P = [(A – D)] x [(B-C)/B], where:

P = the sharing payment required from the Lessor under this paragraph (d);

A = total invoiced direct cost of labor and materials for the implementation of the relevant Reimbursable Airworthiness Directive;

B = the scheduled Lease Period expressed in months;

C = months remaining to the Original Expiry Date after completion of the relevant Reimbursable Airworthiness Directive; and

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D = the AD Threshold.

If the Lessor and the Lessee agree to extend the Lease Period, then (i) for any payment made by the Lessor under this paragraph (d) after the parties agree to such extension, “B” shall reflect the Lease Period as so extended and (ii) any payment made by the Lessor under this paragraph (d) prior the parties having agreed to such extension shall be re-calculated with “B” revised to reflect the Lease Period as so extended and any resulting over-payment by the Lessor shall be refunded by the Lessee to the Lessor on demand.

15.2 Temporary removal and replacement of Engines and Parts

(a) Subject to paragraph (b) below, the Lessee may not without the prior written consent of the Lessor install or permit to be installed on the Aircraft any engine or part other than an Engine, an Associated Engine, a Part or an Associated Part.

(b) The Lessee may remove or permit the removal of any Engine from the Aircraft and install or permit the installation of an engine (a Temporary Engine) owned or operated by the Lessee (which is not an Engine or an Associated Engine but which is of the same manufacture and model as the removed Engine or an improved or advanced version) without the prior written consent of the Lessor, provided that:

(i) no Default or Event of Default has occurred and is continuing;

(ii) in the case of a Temporary Engine:

(A) it informs the Lessor as soon as practicable after the substitution is made;

(B) it ensures that the Insurers waive any salvage rights that they may have with respect to the removed Engine for the duration of the substitution;

(iii) it would have resulted in an unreasonable disruption of the operation of the Aircraft to have grounded the Aircraft until an Engine or an Associated Engine became available for installation on the Aircraft; and

(iv) as soon as practicable after installation of the Temporary Engine on the Aircraft (and no later than ninety (90) days after the substitution is made), the Lessee procures that it is removed and that an Engine or an Associated Engine or (subject to Clause 15.4 (Permanent replacement of Engines and Parts)) a Replacement Engine is installed on the Aircraft.

(c) The Lessee shall ensure that title to any Engine or Part removed from the Aircraft (unless and until the relevant Engine or Part is replaced by a Replacement Engine or Replacement Part in accordance with Clause 15.4 (Permanent replacement of Engines and Parts)) shall remain vested in the Owner at all times and shall not take any steps which might jeopardize the Owner’s or any Finance Party’s rights in that Engine or Part or lead any third party to believe that the Engine or Part is the property of any person other than the Owner.

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(d) The Lessee shall ensure that any Engine or Part which is removed from the Aircraft and which is not installed on an Associated Aircraft is:

(i) subject to Clause 15.3 (Pooling of Engines), safely stored, repaired or maintained in accordance with this Agreement; and

(ii) subject to separate insurance cover while removed in accordance with Clause 18 (Insurances) and the Lessee shall notify the Insurers promptly of its removal and comply with any instructions of the Insurers in relation to it.

(e) Where an Engine or Part is replaced by an Associated Engine or an Associated Part, for a continuous period of more ninety (90) days, then the Lessee shall ensure that the Lessor is notified of such replacement. The Lessee shall replace any Associated Engine or Associated Part installed on the Aircraft with the relevant Engine or Part prior to Redelivery.

(f) Where a Temporary Engine, which is not an Associated Engine, is installed on the Aircraft, the Lessee shall enter into a recognition of rights arrangement, on terms acceptable to the Lessor (acting reasonably) with the owner and/or financier of such Replacement Engine.

15.3 Pooling of Engines

The Lessee shall not install, or permit to be installed, any Engine on any aircraft (other than the Aircraft or an Associated Aircraft as contemplated by paragraph (a) of Clause 15.2 (Temporary removal and replacement of Engines and Parts)) unless:

(a) no Default or Event of Default has occurred and is continuing; and

(b) the installation is in accordance with the provisions of an engine recognition of rights arrangement with the owners and/or financiers and/or lessors of the aircraft (a Pool Aircraft) on which that Engine is installed whose terms the Lessor has previously approved in writing and which, among other things, contains the following requirements:

(i) the Pool Aircraft is compatible with the Aircraft and operated by the Lessee;

(ii) the arrangements under which the Pool Aircraft are owned or operated ensure that title to any Engine installed on that aircraft remains vested in the Owner following the installation of the Engine on that Pool Aircraft and shall not jeopardize any Lessor Party’s or Finance Party’s rights in that Engine;

(iii) the arrangements under which the Pool Aircraft is insured would permit the recovery by the Lessor of an amount at least equal to the full replacement value of the Engine upon the Total Loss of that Pool Aircraft (including the Engine) when the Engine is installed thereon; and

(iv) the Engine is re-installed on the Airframe as soon as reasonably practicable (and in any case prior to the Expiry Date) unless it is replaced by a Replacement Engine in accordance with Clause 15.4 (Permanent replacement of Engines and Parts).

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15.4 Permanent replacement of Engines and Parts

(a) The Lessee may install or permit the installation of a Replacement Engine or Replacement Part on the Aircraft in place of an Engine or Part:

(i) (in the case of a Replacement Engine) provided that no Default or Event of Default has occurred and is continuing and following a Total Loss of the original Engine;

(ii) provided the Lessee indemnifies the Lessor and/or any Finance Party to the Lessor’s satisfaction against any Losses or Taxes incurred (or likely to be incurred) by the Lessor and/or that Finance Party as a result of the installation of such Replacement Engine or Replacement Part and/or the vesting of title to such Replacement Engine or Replacement Part in the Owner and/or such Replacement Engine or Replacement Part becoming subject to this Agreement and any other Relevant Document;

(iii) provided that the Lessee procures at its expense that title to the Replacement Engine or Replacement Part (and any Supplier Warranties relating to it) vests in the Owner free of any Security and becomes subject to this Agreement and, where applicable, any Relevant Document and any relevant Finance Document (at which time the Replacement Engine or Replacement Part shall become an Engine or Part);

(iv) provided that the Lessee procures that all steps are taken that may be required by law or reasonably requested by the Lessor to establish, maintain and protect the right, title and interest of the Lessor and the Finance Parties in and to the Replacement Engine or Replacement Part; and

(v) (in the case of a Replacement Engine) if requested by the Lessor, provided that the Lessor and the Security Trustee receive a legal opinion in form and substance satisfactory to the Lessor and the Security Trustee as to the matters referred to in this paragraph (a); and

(vi) (in the case of a Replacement Engine), if the Lessee is situated in a Contracting State, the Lessor and Lessee shall, at the Lessee’s expense and prior to title to the Replacement Engine being vested in the Owner:

(A) enter into a Lease Supplement in such form as the Lessor shall require providing that, on the Owner obtaining title to the Replacement Engine pursuant to this Clause 15.4, the Lessor shall lease the Replacement Engine to the Lessee and the Replacement Engine shall be an Engine for the purposes of this Agreement;

(B) where applicable, register with the International Registry any Registrable Interests created pursuant to this paragraph (vi) with such priority as the Lessor and the Finance Parties shall agree; and

(C) where applicable, discharge any Registrable Interests created by this Agreement and held by the Lessor in relation to the replaced Engine.

(b) When the matters referred to in paragraph (a) above have been completed, the Lessor shall procure (at the cost of the Lessee) that title to the Engine or Part being replaced by the Replacement Engine or Replacement Part (and to any Supplier Warranties relating to that Engine or Part, so far as may be practicable) vests in the Lessee (or such person as the Lessee may direct) according to any applicable law free and clear of any Lessor’s Security but otherwise without any warranty by any Lessor Party or any Finance Party and ceases to be an Engine or Part for the purposes of this Agreement.

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(c) The Lessee shall procure that any Part which may from time to time become worn out, lost, stolen, time-expired, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use for any reason whatsoever is promptly replaced with a Replacement Part in accordance with this Clause 15.4 (Permanent replacement of Engines and Parts) at its own expense.

15.5 Permitted Modifications

(a) The Lessee may make a Modification to the Aircraft provided that:

(i) it is made at no cost to any Lessor Party;

(ii) it does not diminish or impair the marketability, value, utility or airworthiness of the Aircraft or result in any change in the category or status of the Aircraft for the purpose of any rules or regulations of the State of Registration or of the Aviation Authority;

(iii) if it is reasonably estimated to cost over two hundred thousand Dollars ($200,000) the Lessee has obtained the Lessor’s prior written consent; and

(iv) unless informed by the Lessor in writing before Redelivery that it need not do so, or unless the Modification is required to comply with a Mandatory Action, the Lessee procures that the Aircraft is returned to the Lessor on Redelivery in the configuration that it was in on the Delivery Date.

(b) Title to any Modification Part shall upon installation in or addition to the Aircraft vest automatically in the Owner free and clear of all Security and shall become subject to this Agreement and, where applicable, to any Relevant Document and any relevant Security Document and shall become a Part for the purposes of this Agreement.

(c) The Lessee may permit a Modification Part to be removed from the Aircraft before Redelivery if at the time of removal:

(i) either:

(A) that Modification Part is replaced by a Part or by a Replacement Part in accordance with Clause 15.4 (Permanent replacement of Engines and Parts); or

(B) that Modification Part is in addition to and not in replacement of or substitution for any Part previously installed on or attached to (or required to be installed on or attached to) the Aircraft;

(ii) that Modification Part is not or would not be required to be installed on the Aircraft to comply with any Mandatory Action, including any Mandatory Action published during the Lease Period having a compliance date during the twenty-four (24) Month period following the Expiry Date;

(iii) that Modification Part can be removed from the Aircraft without diminishing or impairing the marketability, value, utility or airworthiness which the Aircraft would have had if the Modification had not been made; and

(iv) no Default or Event of Default has occurred and is continuing.

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(d) Title to any Modification Part removed from the Aircraft in accordance with paragraph (b) of Clause 15.4 (Permanent replacement of Engines and Parts) shall upon removal vest in the Lessee without any warranty by any Lessor Party or any Finance Party and that Replacement Part shall cease to be a Part for the purposes of this Agreement.

(e) During the Lease Period, the Lessee shall from time to time request, and shall install or retain, all Service Bulletin kits relating to the Aircraft, any Engine or any Part which are available to the Lessee at no cost other than shipping and handling costs. If any “no cost” period lapses without the Lessee acquiring such kit, the Lessee shall be obliged to acquire such kit at the manufacturer’s then cost for such kit.

15.6 No PMA Parts

Notwithstanding anything to the contrary herein, any and all Parts to be installed in any Engine or the Aircraft (including the Landing Gear or APU), whether on a temporary or permanent basis, shall not be PMA Parts, and only original equipment manufacturer parts as fitted at delivery of the Aircraft (including the Landing Gear or APU) or Engines or as subsequently modified per an approved Manufacturer service bulletin, shall be installed on the Aircraft (including the Landing Gear or APU) or Engines.

16. TITLE AND REGISTRATION

16.1 Registration of Aircraft

The Lessee shall do all things necessary or required by the Lessor and/or the Security Trustee and/or the Aviation Authority to:

(a) register and maintain the registration of the Aircraft Assets in the State of Registration; and

(b) protect the right, title and interest of the Lessor Parties and the Finance Parties in and to the Aircraft Assets against the claims of any other persons in the Lessee’s Home Jurisdiction, the Habitual Base, the State of Registration and in any jurisdiction in which the Lessee may operate the Aircraft, including registering and maintaining the registration of the Mortgage with the Aviation Authority.

16.2 De-registration

Except when the Aircraft is registered in the United States, the Lessee shall upon request procure that the Aviation Authority confirms to the Lessor and the Security Trustee that:

(a) the Aircraft’s registration will not be cancelled or the Aircraft de-registered without the Lessor’s and the Security Trustee’s prior written consent; and

(b) if the Lessor requests, the Aircraft will be promptly de-registered on the Expiry Date.

16.3 International conventions

The Lessee shall at no cost to the Lessor Parties or the Finance Parties do, or cause to be done any act or thing which the Lessor and the Security Trustee deem necessary or desirable to ensure that the Lessor Parties and the Finance Parties shall have the full benefit of the Geneva Convention and the Cape Town Convention, including any matters connected with the registration, perfection, preservation and/or enhancement of a Registrable Interest or any other interest of the Lessor Parties or the Finance Parties constituted by the Relevant Documents at

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the time, provided that this Clause 16.3 (International Conventions) shall only apply in respect of the Cape Town Convention if (i) the State of Registration or (ii) the State and/or any Regional Economic Integration Organization and/or any territorial unit in which the Lessee is situated has, or at any time brings into force, any legislative or other provisions giving effect to the Convention and/or the Aircraft Protocol and/or becomes a Contracting State.

17. SUPPLIERS’ WARRANTIES

17.1 Benefit of warranties

(a) The Lessor will use reasonable endeavors to procure that during the Lease Period the Lessee shall have the right to enforce and enjoy the benefit of any Supplier Warranty available to the Lessor.

(b) The Lessee will procure that the benefit of any Supplier Warranty that vested in the Lessee during the Lease Period shall, upon termination or expiry of the Lease Period, vest in the Owner, or the Owner’s nominee.

17.2 Right to enforce warranties

(a) During the period in which the benefit of any Supplier Warranty is vested in any Lessor Party, the Lessee or its nominee may take any action that it reasonably considers fit to enforce that Supplier Warranty, provided that:

(i) no action of the Lessee or its nominee may jeopardize the rights of the Lessor Parties or the Finance Parties in relation to that warranty;

(ii) any action of the Lessee or its nominee is taken at no cost to the Lessor Parties or the Finance Parties; and

(iii) the Lessee ensures that any sums paid by the relevant Supplier and which are not in respect of compensation for loss of use of the Aircraft are applied by it towards the cost of rectifying the defect in respect of which the relevant action was taken.

(b) The Lessee agrees to indemnify the Lessor against any Losses that the Lessor Parties or the Finance Parties may incur as a result of the Lessee taking any action under paragraph (a) above.

18. INSURANCES

18.1 Obligation to insure

The Lessee shall, at its own expense, procure that the Insurances are maintained in full force and effect with respect to the Aircraft at all times during the Lease Period and until Redelivery in form and substance acceptable to the Lessor and the Security Trustee.

18.2 Insurers, Reinsurers and Brokers

(a) The Insurances shall be effected with Insurers of recognized standing who normally participate in aviation insurances and who are approved by the Lessor and the Security Trustee.

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(b) If the Insurances are not effected in the insurance London or New York markets, the Lessee shall, if required by the Lessor, procure that they are reinsured with reinsurers (Reinsurers) in the London or New York insurance markets who are of recognized standing and approved by the Lessor and the Security Trustee, for not less than one hundred per cent. (100%) of the risks insured.

(c) The Insurances shall be effected through a Broker approved by the Lessor.

18.3 Lessor’s insurance requirements

(a) The Insurances shall comply with the requirements of the Lessor as notified to the Lessee in writing from time to time and may be subject to the approval of the Security Trustee.

(b) The Lessor’s current requirements for the Insurances are as specified in this Clause 18 (Insurances) and in Schedule 5 (Insurance Requirements).

(c) If at any time the Lessor considers that there has been (or is reasonably likely to be) an Insurance Change as a consequence of which Insurance Change the Insurances are, or will be, insufficient to protect the interests of the Lessor Parties and the Finance Parties, taking into account:

(i) the general availability of insurance in the market; and

(ii) generally adopted practice in the aviation industry,

the Lessor may notify the Lessee of its need to change its insurance requirements and the Lessor and the Lessee shall consult (in the case of an Insurance Change affecting the hull cover) for at least one (1) Month or (in the case of an Insurance Change affecting the third party liability cover) for at least two (2) Months with a view to agreeing alternative insurance requirements.

(d) Any Insurance Change may be subject to the approval of the Security Trustee.

(e) The Lessee shall promptly give effect to any changes in the Lessor’s insurance requirements agreed by it with the Lessor.

(f) If an Insurance Change affects the level of coverage in respect of third party liability risks, pending agreement on the terms of any amendments to the Lessor’s insurance requirements, the Lessor may, by notice in writing to the Lessee, require that the Aircraft be grounded at the Habitual Base (or such other location as the Lessor and the Lessee may agree). At any time whilst the Aircraft is grounded, the Lessee shall continue to procure that the Aircraft is insured in accordance with this Clause 18 (Insurances), save that the level and coverage of third party liability risks may be on such terms reasonably available to the Lessee at such time in the international insurance market.

(g) If the Lessor and the Lessee are unable to agree the terms of any amendment to the Lessor’s insurance requirements following the consultation referred to in paragraph (c) above, then at any time thereafter, the Lessor shall be entitled by notice in writing to the Lessee (an Insurance Change Termination Notice):

(i) to terminate the Lease Period and terminate and/or cancel the leasing of the Aircraft hereunder on the Insurance Change Termination Date; and

(ii) to recover from the Lessee the amounts referred to in Clause 24.5 (Termination payments following Delivery) on the Insurance Change Termination Date.

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18.4 Insurance covenants

The Lessee shall:

(a) ensure that all applicable legal requirements relating to the insurance of the Aircraft which are from time to time imposed by the laws of the State of Registration or any country to, from or over which the Aircraft may be flown are complied with;

(b) ensure that the terms and conditions of the Insurances are complied with and not do or agree to any act or omission which:

(i) invalidates or may invalidate the Insurances;

(ii) renders or may render void or voidable the whole or any part of any of the Insurances; or

(iii) brings any particular liability within the scope of an exclusion or exception to the Insurances;

(c) notify the Lessor and the Security Trustee immediately of any breach of this Clause 18.4 (Insurance covenants) and provide the Lessor and the Security Trustee with full details of the steps that it is taking or proposes to take to remedy that breach;

(d) not, without the prior written approval of the Lessor and the Security Trustee, permit any insurance or reinsurance cover to be taken out in respect of the Aircraft other than as required under this Agreement;

(e) on request provide the Lessor and the Security Trustee with:

(i) copies of documents evidencing the Insurances;

(ii) evidence that the insurance premiums have been paid in accordance with the terms of the relevant insurance policy; and

(iii) any other insurance related information or assistance in respect of the Insurances that the Lessor and the Security Trustee may reasonably require;

(f) not make or permit any material modification or alteration to the Insurances which is adverse to the interests of any of the Indemnitees;

(g) commence renewal procedures at least thirty (30) days before the expiry of any of the Insurances (the Renewal Date) and provide to the Lessor and the Security Trustee:

(i) a written status report of renewal negotiations fourteen (14) days before the Renewal Date;

(ii) written confirmation that the Insurances have been renewed on or before the Renewal Date; and

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(iii) certificates of insurance (and where appropriate certificates of reinsurance) and brokers’ (including any reinsurance brokers’) letters of undertaking in form and substance reasonably satisfactory to the Lessor and the Security Trustee detailing the coverage of the Insurances and confirming the Insurers’ (including any Reinsurers’) agreement to the insurance requirements of this Agreement within seven (7) days after each Renewal Date;

(iv) be responsible for any deductible under the Insurances; and

(h) provide any other insurance and reinsurance related information or assistance in respect of the Insurances that the Lessor and the Security Trustee may reasonably require.

18.5 Failure to insure

(a) If the Lessee fails to procure that the Insurances are maintained as required by this Agreement, the Lessor may:

(i) at any time while that failure is continuing, require the Aircraft to remain at, or to proceed to and remain at, any airport designated by the Lessor until the failure is remedied or change addressed to its satisfaction;

(ii) pay the premiums due or effect and maintain insurances satisfactory to it; and

(iii) otherwise remedy that failure in any manner that it considers appropriate (including, without limitation, by effecting an “owner’s interest” policy),

in each case without prejudice to its right to treat that failure as an Event of Default.

(b) The Lessee shall immediately reimburse the Lessor for any amounts paid by the Lessor under paragraph (a) above.

18.6 Settlement of claims and loss adjustment

(a) The Lessee shall not settle any claim arising under any of the Insurances (other than a claim under the Liability Insurances which does not relate to any Indemnitee) in excess of the Claims Limit (or its equivalent in another currency) without the prior written consent of the Lessor or the Security Trustee (as the case may be), which may not be unreasonably withheld.

(b) If the Insurances incorporate AVN67B or AVN67C, any Insurance Proceeds resulting from damage to the Aircraft not amounting to a Total Loss shall be paid direct to the relevant repairers unless otherwise agreed between the insured, the Insurers and the relevant Contract Parties (as defined in the schedule to AVN67B or AVN67C) in accordance with the provisions of AVN67B or AVN67C as the case may be.

(c) If the Insurances do not incorporate AVN67B or AVN67C, provided no Default or Event of Default has occurred or is continuing, any Insurance Proceeds resulting from damage to the Aircraft not amounting to a Total Loss shall be paid:

(i) to the relevant repairers if the amount of the Loss is less than the Claims Limit; and

(ii) to the Lessor or its designee or, with the Lessor’s express authorization, to the relevant repairers if the amount of the Loss is greater than the Claims Limit.

(d) All proceeds of Liability Insurances shall, if not paid by the Insurers directly to the relevant third party, be paid to the Lessor or its designee to enable it either to satisfy the relevant liability or to reimburse itself or the Lessee after that liability has been satisfied.

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18.7 Continuance of liability cover

(a) The Lessee shall procure that Liability Insurances are maintained for the benefit of the Indemnitees until the earlier of:

(i) two (2) years; and

(ii) the completion of a C-Check on the Aircraft,

following the end of the Lease Period.

(b) The Lessee’s obligation under paragraph (a) above shall continue even if the Lessee ceases to be the lessee or Operator of the Aircraft and/or if any of the Indemnitees ceases to have any interest in respect of the Aircraft during the period referred to in paragraph (a) above.

18.8 Assignment of Insurances and Reinsurances

The Lessee shall procure that the benefit of the Insurances (other than the Liability Insurances) and, in the circumstances contemplated by paragraph (b) of Clause 18.2 (Insurers, Reinsurers and Brokers) and if requested by the Lessor, shall procure that the benefit of any Reinsurances, are assigned in favor of the Security Trustee, in each case in form and substance satisfactory to the Lessor and the Security Trustee.

19. TOTAL LOSS

19.1 Total Loss before Delivery

(a) If a Total Loss of the Airframe occurs prior to Delivery, the Lessor shall notify the Lessee promptly in writing (a Pre-Delivery Total Loss Notice).

(b) Upon receipt by the Lessee of a Pre-Delivery Total Loss Notice:

(i) the obligations of the Lessor to lease the Aircraft to the Lessee and of the Lessee to take the Aircraft on lease from the Lessor shall terminate; and

(ii) the Lessor and the Lessee shall have no further obligations to each other under this Agreement other than as expressly set out in this Agreement.

19.2 Total Loss during the Lease Period

(a) If the Airframe becomes a Total Loss during the Lease Period, the leasing of the Aircraft hereunder shall terminate on the Total Loss Date and the Lessee shall, on or before the Total Loss Payment Date pay or procure the payment to the Lessor or its designee of an amount (the Total Loss Amount) equal to the aggregate of:

(i) all arrears of Rental and other amounts due but unpaid under this Agreement;

(ii) the Agreed Value as at the Total Loss Date;

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(iii) an amount equal to the Rental that would have been payable in relation to the period from (and including) the Total Loss Date to (and including) the Total Loss Payment Date; and

(iv) all Losses incurred by the Lessor in connection with the Total Loss (including the cost of recovering Insurance Proceeds or Requisition Proceeds and of exercising or enforcing any of its rights under the Relevant Documents),

less an amount equal to (i) any Rental already received by the Lessor or its designee with respect to the period commencing on (but excluding) the Total Loss Date to (but excluding) the Total Loss Payment Date, and (ii) any Total Loss Proceeds already received by the Loss Payee and applied by it towards payment of the Total Loss Amount.

(b) The Lessee shall be obliged to pay the Total Loss Amount in the circumstances contemplated by paragraph (a) above regardless of:

(i) whether the Aircraft was insured or any amounts are recoverable under the Insurances;

(ii) whether any amount payable under the Insurances is enough to cover the Total Loss Amount;

(iii) the cause of the Total Loss; or

(iv) whether any Requisition Proceeds are payable.

(c) The Lessee shall do all things within its power that are necessary to assist the Lessor to collect or recover the Total Loss Proceeds and any other amounts that are due in respect of any loss or damage to the Aircraft.

(d) If the Airframe becomes a Total Loss during the Lease Period, provided the Lessor or its designee has received the Total Loss Amount in full and no Lessee Obligation remains outstanding, subject to any applicable rights of salvage, if any part of the Aircraft (a Surviving Asset) has not become a Total Loss, the Lessor shall, at the Lessee’s cost transfer title to that Surviving Asset to the Lessee or its nominee (on an “as is, where is” basis and without recourse to or warranty from any Lessor Party or any Finance Party),

19.3 Total Loss of Engine or Part

(a) If an Engine (a lost Engine) or Part (a lost Part) becomes a Total Loss and the Airframe has not become a Total Loss, the Lessee shall:

(i) notify the Lessor and the Security Trustee promptly;

(ii) replace the lost Engine or lost Part in accordance with paragraph (b) below; and

(iii) continue to pay Rental and all other sums due under this Agreement as if the Total Loss had not occurred.

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(b) As soon as possible after the Total Loss referred to in paragraph (a) above, the Lessee shall replace the lost Engine or lost Part at its own expense by ensuring that:

(i) title to a Replacement Engine or Replacement Part (and any Supplier Warranties relating to that Replacement Engine or Replacement Part) vests in the Owner free of any Security and becomes subject to this Agreement and to the Finance Documents;

(ii) all steps are taken that may be required by law or reasonably requested by the Lessor and the Security Trustee to establish, maintain and protect the right, title and interest of the Lessor Parties and the Finance Parties in and to that Replacement Engine or Replacement Part; and

(iii) (in the case of a Replacement Engine) if requested by the Lessor, the Lessor and the Security Trustee receive a legal opinion in form and substance satisfactory to the Lessor and the Security Trustee as to the matters referred to in this paragraph (b),

following which the Replacement Engine or Replacement Part shall, as the case may be become an Engine or Part.

(c) If the Lessor receives any Total Loss Proceeds in relation to a lost Engine, once the Lessee has performed its obligations under paragraphs (a) and (b) above, the Lessor shall pay to the Lessee or its nominee an amount equal to those Total Loss Proceeds received by the Lessor in relation to that lost Engine provided that:

(i) no Default or Event of Default or default or event of default under an Associated Lease has occurred and is continuing;

(ii) the Lessee has indemnified it in respect of any Losses and Taxes incurred by it in connection with that Total Loss and any other amounts then due and payable by the Lessee under the Relevant Documents; and

(iii) it will, after paying that amount, be in the same position that it would have been in had it not received those Total Loss Proceeds.

20. REQUISITION FOR HIRE

20.1 Lessee’s obligations

(a) Subject to paragraph (b) below, if any Agency requisitions the Aircraft for hire during the Lease Period, the leasing of the Aircraft shall continue on the terms of this Agreement for the remainder of the Lease Period and the Lessee shall remain obliged to perform its obligations under this Agreement other than those obligations that it is unable to perform as a consequence of the requisition for hire.

(b) If the Aircraft becomes a Total Loss during or as a consequence of its requisition for hire, the provisions of Clause 19 (Total Loss) shall apply.

20.2 Entitlement to compensation

(a) The Lessee shall be entitled to all Requisition Proceeds in respect of the requisition for hire of the Aircraft which are paid to it or to the Lessor in relation to the Lease Period, provided that:

(i) no Default or Event of Default (or default of event of default under an Associated Lease) has occurred and is continuing; and

(ii) the Aircraft has not become a Total Loss.

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(b) The Lessor (or its designee) shall be entitled to all Requisition Proceeds in respect of any change in the structure or condition of the Aircraft which are paid to it or to the Lessee in relation to any period of requisition for hire of the Aircraft but shall, unless a Default or Event of Default (or default of event of default under an Associated Lease) has occurred, pay to the Lessee an amount equal to the lesser of:

(i) the cost incurred by the Lessee in complying with its obligations under Clause 20.3 (Restoration of condition) and Clause 20.4 (Requisition at end of Lease Period); and

(ii) the amount of such Requisition Proceeds received by the Lessor.

20.3 Restoration of condition

The Lessee shall put the Aircraft into the condition required by this Agreement at its cost as soon as practicable after any period of requisition for hire has ended, unless the Aircraft has become a Total Loss.

20.4 Requisition at end of Lease Period

If the Airframe is under requisition for hire or the subject of a Hijacking on the Original Expiry Date but a Total Loss has not yet occurred:

(a) the Lessee’s obligations under this Agreement shall continue and the Lease Period shall (unless otherwise agreed between the Lessor and the Lessee) be deemed extended until the earlier of Redelivery following the end of the Requisition and the Total Loss Date; and

(b) provided that the Lessee pays the Rental and all other amounts due under this Agreement, the Lessee shall, unless a Default or Event of Default (or default of event of default under an Associated Lease) has occurred and is continuing, be entitled to any Requisition Proceeds paid to the Lessor or to the Lessee in respect of the period from the Original Expiry Date to the earlier of Redelivery following the end of the Requisition and the Total Loss Payment Date.

21. REDELIVERY

21.1 Redelivery

On the Expiry Date, unless the Airframe has become a Total Loss, the Lessee shall at its own expense, redeliver the Aircraft to the Lessor at the Redelivery Location.

21.2 Ground inspection

(a) No less than two hundred and forty (240) days prior to the Original Expiry Date, the Lessee shall provide the Lessor with written notice of the date of, and a reasonably complete plan for the content of, the Final Maintenance.

(b) At least ninety (90) days prior to the commencement of the Final Maintenance, the Lessee shall give the Lessor final written confirmation of the date of the commencement of, and any changes to the plan for, the Final Maintenance.

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(c) During the Final Maintenance:

(i) the Aircraft shall be made available to the Lessor and the next operator of the Aircraft (if applicable) for ground inspection at the location of the Final Maintenance;

(ii) if damage or corrosion is found, the Lessor shall have the right to have adjacent panels or areas opened to ensure that all such damage or corrosion is found.

(d) At least ninety (90) days prior to the end of the Lease Period, the Lessee shall make the Technical Records available to the Lessor.

(e) The Final Inspection shall include the procedures set out in Schedule 9 (Redelivery Condition).

21.3 Demonstration flight

Immediately prior to the Lessor’s technical acceptance of the Aircraft, the Lessee shall, at its own cost and using its own pilots, carry out a demonstration flight of the Aircraft of approximately two (2) hours with a minimum of two (2) of the Lessor’s representatives or observers (of which one (1) may be on the flight deck) in accordance with such procedures as may be mutually agreed between the Lessor and the Lessee (which shall be no less stringent than the procedures referred to in Clause 13.4 (Inspection)) to demonstrate that the Aircraft is in the Redelivery Condition.

21.4 Technical Acceptance

(a) Upon completion of the Final Inspection and (unless otherwise agreed by the Lessor pursuant to this Clause 21.4 (Technical Acceptance)) the correction of any Defects, the Lessor shall execute and deliver to the Lessee a Return Acceptance Certificate which shall, except as provided therein, constitute conclusive evidence of the Lessor’s technical acceptance of the condition of the Aircraft.

(b) If any Defects referred to in paragraph (a) above are not corrected when the Aircraft is scheduled to be returned the Lessor may, in its absolute discretion, accept the Aircraft with such Defects uncorrected and any such uncorrected Defects may be corrected by the Lessor after return of the Aircraft. Any such Defects and the cost of remedying such Defect shall be agreed between the Lessee and the Lessor and the Lessee shall pay the relevant agreed costs to the Lessor prior to Redelivery. If the cost of remedying any such Defect exceeds the cost agreed between the Lessor and the Lessee in accordance with this paragraph (b), the Lessee shall indemnify the Lessor on demand for such further costs reasonably incurred by the Lessor in correcting such Defects.

21.5 Redelivery Condition

Upon Redelivery, the Aircraft will be in a condition (the Redelivery Condition) that demonstrates that:

(a) the Lessee has in all respects complied with its obligations under this Agreement as to maintenance, repair and general upkeep;

(b) it is in the condition referred to in Schedule 9 (Redelivery Condition);

(c) it is free and clear of all Security (other than Lessor’s Security);

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(d) the Engines that were installed on it at Delivery are installed on it at Redelivery (subject to Clause 15.4 (Permanent replacement of Engines and Parts);

(e) it is in substantially the same configuration as it was in upon Delivery (subject to paragraph (a) of Clause 15.1 (General requirements) and Clause 15.5 (Permitted Modifications)); and

(f) the Owner has the benefit of all Supplier Warranties in accordance with Clause 17.1 (Benefit of warranties) which are surviving on the Expiry Date.

21.6 Certification

(a) Immediately prior to Redelivery, the Aircraft shall have a current certificate of airworthiness or equivalent in accordance with the regulations of the Aviation Authority and EASA or the FAA to allow the Aircraft to be used for the public transport of passengers and cargo.

(b) The Lessee shall return the Aircraft with all documents necessary to enable the Lessor to deregister and export the Aircraft from the State of Registration immediately following Redelivery.

21.7 Failure to comply

(a) If the Lessee fails to redeliver the Aircraft on the Expiry Date at the Redelivery Location in the Redelivery Condition:

(i) the Lessor may require the Lessee at the Lessee’s expense to remedy promptly any Defects;

(ii) the Lease Period shall be deemed extended until Redelivery (or any earlier date notified by the Lessor to the Lessee) and the Original Expiry Date shall be deemed to be replaced by the date on which Redelivery occurs or the date notified by the Lessor to the Lessee (as applicable); and

(iii) the Lessee shall pay to the Lessor an amount equal to one fifteenth (1/15th) of the previous Month’s Rental per day until the Defects have been remedied and the Aircraft is redelivered to such location as the Lessor may direct.

(b) The extension of the Lease Period and the payment by the Lessee of the amounts referred to in paragraph (a) above shall not constitute a renewal of the terms of this Agreement or a waiver of any of the Lessor’s rights under this Agreement and shall not give the Lessee any greater rights in respect of the Aircraft than it would have had if such an extension had not occurred, other than as may be necessary to enable the Lessee to comply with its obligations under this Clause 21 (Redelivery).

(c) If the Lessee fails to remedy any Defects identified by the Lessor, the Lessor may remedy those Defects itself and the Lessee shall pay the Lessor immediately on demand the costs incurred by the Lessor in doing so.

21.8 Maintenance Program

(a) The Lessee shall give the Lessor or its nominees reasonable access to the Maintenance Program and the Aircraft Documents prior to Redelivery when requested by the Lessor in order to assist the integration of the Aircraft into any subsequent operator’s fleet.

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(b) All no-charge Supplier’s Service Bulletin kits which have been ordered and received by the Lessee for the Aircraft but not installed on it shall be loaded on board the Aircraft as cargo at Redelivery or, at the Lessor’s request, promptly shipped to an address notified to the Lessee by the Lessor (at the Lessee’s cost).

21.9 Storage upon Redelivery

(a) Upon the written request of the Lessor received at least five (5) Business Days prior to the end of the Lease Period, the Lessee shall store the Aircraft for a period (the Storage Period) of up to sixty (60) days and continue to maintain and insure the Aircraft, and maintain the registration of the Aircraft, provided that no Rental shall be payable with respect to such Storage Period and the Lessee shall not be entitled to operate the Aircraft during such Storage Period.

(b) Upon five (5) Business Days’ written notice, the Lessee shall return the Aircraft to the Lessor.

(c) The Lease Period shall be deemed to be extended during the Storage Period for the sole purpose of enabling the Lessee to comply with its obligations in paragraph (a) above during that Storage Period.

(d) The Lessee shall notify the Lessor prior to the commencement of the Storage Period of the Lessee’s reasonable expenses for performing the obligations referred to in paragraph (a) above and the Lessor shall reimburse the Lessee such expenses promptly after receiving the Lessee’s invoice for the same.

22. EARLY TERMINATION

22.1 Termination upon Illegality

(a) If an Illegality Event or a Potential Illegality Event occurs, the Lessor and the Lessee shall consult with each other in accordance with Clause 22.3 (Consultation), if either Party requests the other to do so, to try to restructure the transactions contemplated by the Relevant Documents in a manner acceptable to the Lessor and the Lessee.

(b) If an Illegality Event occurs and, if neither the Lessor nor the Lessee has requested consultation or, where consultation has been requested, the Consultation Period has terminated without any agreement by the Lessor and the Lessee as to the continuation or restructuring of the transactions contemplated by the Relevant Documents, the Lessor shall be entitled by written notice to the Lessee either:

(i) if the Illegality Event or Potential Illegality Event occurs before Delivery, to cancel the obligations of the Lessor to lease, and of the Lessee to take on lease, the Aircraft under this Agreement and recover from the Lessee the amounts referred to in Clause 24.4 (Termination payments before Delivery); or

(ii) if the Illegality Event or Potential Illegality Event occurs after Delivery, terminate the Lease Period on the Illegality Termination Date and recover from the Lessee the amounts referred to in Clause 24.5 (Termination payments following Delivery).

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22.2 Termination for Change of Control

(a) If the Lessee merges into any other corporation or entity, or conveys, transfers or leases in one or more transactions substantially all of its assets to any person, or spins off any operations in which the Aircraft is used, or undergoes a change of control (a Change of Control), the Lessee shall provide the Lessor written notice of said Change of Control no later than the lesser of (x) thirty (30) calendar days in advance of the closing date of any such Change of Control or (y) the earliest date permitted pursuant to applicable securities laws. The Lessee may continue leasing the Aircraft on the terms and conditions of this Agreement following a Change of Control without the Lessor’s consent provided that:

(i) in the event that the Lessee is not the surviving entity, the Lessee causes the successor entity (the Successor) to execute and deliver to the Lessor, the Owner and the Security Trustee, on or before or concurrent with the consummation of any such Change of Control, duly authorized, valid, binding and enforceable documents and agreements, in form and substance reasonably satisfactory to the Lessor and the Security Trustee containing an assumption by the Successor of the due and punctual performance and observance of all terms, covenants, agreements and conditions of this Lease and the other Relevant Documents to be performed or observed by the Lessee;

(ii) at the time of consummation of the Change of Control, the Lessee, if it is the surviving entity, or the Successor shall be solvent, and shall have a net worth no less than the Lessee had immediately prior to the Change of Control; and

(iii) no material adverse change to the business of operations of the Lessee shall have occurred since the fiscal year of its last audited financial statements.

(b) If the provisions of any of subparagraphs 22.2(a)(i), (ii), or (iii) above are not met, the Lessor’s consent to the continued leasing of the Aircraft shall be required. If Lessor shall fail to advise Lessee of its decision within fifteen (15) Business Days after receiving notice to the Change of Control, Lessor shall have deemed to have consented to such Change of Control

(c) If the Lessor’s consent to a Change of Control is required and the Lessor does not give (and is not deemed to have given in accordance with paragraph (b) above) its consent to the continuation of the leasing of the Aircraft, the Lessor shall be entitled by written notice to the Lessee, to terminate the Lease Period on the date specified in such notice (the Change of Control Termination Date) and recover from the Lessee the amounts referred to in Clause 24.5 (Termination payments following Delivery).

22.3 Consultation

(a) If either Party requests the other to consult pursuant to Clause 22.1 (Termination upon Illegality), the Lessor and the Lessee shall consult with each other for a period (the Consultation Period) of up to thirty (30) days to try to find a means of restructuring the transactions contemplated by the Relevant Documents so as to avoid or mitigate the effect of the event giving rise to the request for consultation.

(b) Neither Party shall be obliged to implement any restructuring proposal made during the consultations referred to in paragraph (a) above.

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(c) Paragraph (a) above does not in any way limit the obligations of the Lessee under the Relevant Documents.

(d) The Lessor may terminate the consultations referred to in paragraph (a) above at any time by written notice to the Lessee if:

(i) a Default or an Event of Default or a default or event of default under an Associated Lease has occurred and is continuing;

(ii) the Lessor reasonably believes that the rights of the Lessor Parties or the Finance Parties under the Relevant Documents are likely to be prejudiced if the consultations continue; or

(iii) the continuation of the consultations would cause the Lessor to breach any applicable law.

(e) The Lessee shall indemnify the Lessor and each Finance Party for all costs and expenses reasonably incurred by the Lessor or that Finance Party as a result of steps taken by it pursuant to this Clause 22.3.

(f) The Parties expressly agree to waive and set aside their respective rights and obligations under any applicable law in the event of any termination of this Agreement to the extent that such law requires any judicial procurement for the termination of this Agreement.

23. EVENTS OF DEFAULT

Each of the events or circumstances set out in this Clause 23 (Events of Default) is an Event of Default and (where applicable) for the purposes of article 17 of the Cape Town Convention are defaults giving rise to the rights and remedies specified in the Cape Town Convention.

23.1 Non-payment

The Lessee does not pay Rental, Supplemental Rental Amounts or any other amount payable under any Relevant Document on the due date, at the place and in the currency it is expressed to be payable unless:

(a) its failure to pay is caused by an administrative or technical error; and

(b) payment is made within three (3) Business Days of the due date.

23.2 Insurances

The Lessee fails to procure that the Insurances are obtained, maintained and kept in full force and effect or the Aircraft is operated outside the scope of the Insurances (unless in the circumstances referred to in paragraph (f) of Clause 18.3 (Lessor’s insurance requirements), the Lessee has grounded the Aircraft and is insuring it in accordance with that paragraph (f)).

23.3 Other obligations

(a) The Lessee does not comply with any provision of a Relevant Document to which it is a party (other than a provision referred to in Clause 23.1 (Non-payment) or Clause 23.2 (Insurances) or Clause 23.3(b)) and, where that failure is capable of being remedied, fails to remedy it within seven (7) days after being required by the Lessor to do so.

(b) The Lessee does not comply with Clause 6.8 (Lessee’s Air Operator Certificate).

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23.4 Misrepresentation

Any representation or statement made or deemed to be made by the Lessee in any Relevant Document or any other document delivered by or on behalf of the Lessee under or in connection with a Relevant Document is or proves to have been incorrect or inaccurate in any material respect when made or deemed to be made.

23.5 Financial Indebtedness

(a) Any Financial Indebtedness of the Lessee is not paid when due nor within any originally applicable grace period.

(b) Any Financial Indebtedness of the Lessee is declared to be or otherwise becomes due and payable before its specified maturity as a result of an event of default (however described).

(c) Any commitment for any Financial Indebtedness of the Lessee is cancelled or suspended by a creditor of any Lessee as a result of an event of default (however described).

(d) Any creditor of the Lessee becomes entitled to declare any Financial Indebtedness of the Lessee due and payable before its specified maturity as a result of an event of default (however described),

but no Event of Default will occur under paragraphs (a) to (d) above if:

(i) the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) and (d) above is less than the $250,000; or

(ii) the Lessee is contesting the obligation to pay, the cancellation or the suspension in good faith by appropriate proceedings and is able to demonstrate to the Lessor’s reasonable satisfaction that it has sufficient financial resources to meet the relevant Financial Indebtedness.

23.6 Insolvency

(a) The Lessee is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.

(b) The value of the Lessee’s assets is less than its liabilities (taking into account contingent and prospective liabilities).

(c) A moratorium is declared in respect of the Lessee’s indebtedness.

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23.7 Insolvency proceedings

Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(a) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Lessee other than a solvent liquidation or reorganization on terms approved by the Lessor before the liquidation or reorganization is undertaken;

(b) a composition, compromise, assignment or arrangement with any creditor of the Lessee;

(c) the appointment of a liquidator (other than in respect of a solvent liquidation of the Lessee on terms approved by the Lessor before the appointment is made), receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of the Lessee or any of its assets; or

(d) the enforcement of any Security over any assets of the Lessee,

or any analogous procedure or step is taken in any jurisdiction.

23.8 Creditors’ process

Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of the Lessee and is not discharged within five (5) Business Days.

23.9 Repudiation

The Lessee repudiates a Relevant Document or evidences an intention to repudiate a Relevant Document.

23.10 Change of business

The Lessee suspends or ceases or threatens to suspend or cease to carry on its business as a commercial airline operating on scheduled routes or disposes or threatens to dispose of all or a material part of its undertaking, properties, assets, rights or revenues (otherwise than a transfer or disposal in the ordinary course of business for full commercial value), or the Lessee merges with any other person whether by one or a series of transactions, related or not (other than for the purpose of a solvent reconstruction or amalgamation the terms of which have received the prior written consent of the Lessor).

23.11 Cross-default

As a result of an event of default (however described) in any applicable documentation, or any lease, hire purchase agreement, lease purchase agreement, conditional sale agreement or other agreement under which the Lessee has possession of any property becomes capable of being terminated or is terminated where the amount payable on termination or the value of the property leased would exceed $250,000.

23.12 Certificates and licenses

The Aircraft is flown:

(a) without a valid certificate of airworthiness issued by the Aviation Authority; or

(b) without any other valid Authorization required under any applicable laws or regulations of the State of Registration (including the Aviation Authority) or any jurisdiction to, over or within which the Aircraft may be flown, the effect of which would be to invalidate the Insurances or result in the seizure, confiscation or detention of the Aircraft.

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23.13 Registration and Authorizations

(a) The registration of the Aircraft with the Aviation Authority is cancelled or any governmental or other Authorization required by any Lessee to enable it to perform its obligations under the Relevant Documents is withdrawn or modified and:

(i) that cancellation is not revoked within ten (10) days;

(ii) the Aircraft is not grounded pending the revocation of that cancellation; and

(iii) any Lessor Party or any Finance Party is, in the Lessor’s opinion, materially and adversely affected.

(b) After the Lessee first becomes a Certificated Air Carrier, it ceases to be a Certificated Air Carrier.

23.14 Prejudicial act or omission

The rights and interests of the Lessor Parties or the Finance Parties in the Aircraft are, in the opinion of the Lessor, materially jeopardized or prejudiced due to any act or omission of the Lessee.

23.15 Arrest or detention of Aircraft

The Aircraft is arrested, taken in execution, forfeited or otherwise detained in exercise (or purported exercise) of any Security or other claim and the Lessee fails to procure its release within ten (10) days (or any longer period that the Lessor may, in its absolute discretion, agree in writing).

23.16 Flight Charges

The Lessee does not pay Flight Charges or any other amount payable to Eurocontrol, the Aviation Authority or any other relevant air navigation authority on the due date, at the place and in the currency such charges are expressed to be payable, unless payment is made within seven (7) days of its due date.

23.17 Material adverse change

The Lessor determines that an event of circumstance exists or has occurred which has or might have a Material Adverse Effect.

23.18 Judgements

A final, non-appealable judgment for the payment of money in excess of $500,000 (or the equivalent thereof), or in the aggregate, final non-appealable judgments for the payment of money in excess of US$1,000,000 (or the equivalent thereof) not covered by insurance shall be rendered against the Lessee and the same shall remain undischarged for the later of thirty (30) days or the deadline for payment thereof as set forth in such judgment or judgments during which neither execution of such judgment or judgments shall be effectively stayed nor adequate bonding fully covering such judgment or judgments shall exist.

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23.19 Associated Event of Default

An event of default (however described) has occurred under an Associated Lease.

23.20 Conditions Subsequent

Any Condition Subsequent fails to be satisfied in accordance with Clause 4.2 (Conditions Subsequent) and has not been waived by the Lessor.

24. CONSEQUENCES OF AN EVENT OF DEFAULT

24.1 Consequences of an Event of Default

The occurrence of any Event of Default shall entitle the Lessor to terminate and/or cancel the leasing of the Aircraft in accordance with Clause 24.2 (Lessor’s rights) and to recover the amounts specified in Clause 24.5 (Termination payments following Delivery) from the Lessee.

24.2 Lessor’s rights

(a) At any time after an Event of Default has occurred the Lessor may, at its option:

(i) direct the Lessee either:

(A) to procure that the Aircraft is left at the airport where it is then located, in which event the Lessee’s right to retain possession of the Aircraft shall immediately terminate; or

(B) at the Lessee’s expense, immediately return the Aircraft to the Lessor at such location as may be directed by the Lessor, in the manner specified in such notice, and such return shall not be delayed for purposes of complying with the return conditions specified in Clause 21 (Redelivery) (without prejudice to the Lessor’s rights under Clause 24.5(b)(iii)) or delayed for any other reason.

(ii) to the extent permitted by applicable law, enter upon the premises where all or any part of the Aircraft is located and take immediate possession of and, at the Lessor’s sole option, remove the same (and/or any engine which is not an Engine but which is installed on the Airframe, subject to the rights of the owner, lessor or secured party thereof) by summary proceedings or otherwise, all without liability accruing to the Lessor for or by reason of such entry or taking of possession whether for the restoration of damage to property, or otherwise, caused by such entry or taking, except damage caused by gross negligence or willful misconduct of Lessor;

(iii) without being obliged to give notice to the Lessee, take all steps necessary to deregister and export the Aircraft from the State of Registration and/or retake possession of the Aircraft wherever it is located;

(iv) by notice to the Lessee (a Default Notice) terminate and/or cancel the leasing of the Aircraft hereunder;

(v) if Delivery has not yet taken place, terminate its obligation to lease the Aircraft to the Lessee by giving a Default Notice;

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(vi) enforce the performance by the Lessee of its obligations under this Agreement; and

(vii) recover damages from the Lessee for breach of this Agreement and any other Relevant Documents and pursue any other remedies that it may have under applicable law by whatever court action the Lessor considers appropriate.

(viii) sell at private or public sale, as the Lessor in its sole discretion may determine, or hold, use, operate or lease to others the Aircraft as the Lessor in its sole discretion may determine, all free and clear of any rights of Lessee;

(ix) issue a grounding notice with respect to the Aircraft such that Lessee may no longer utilize the Aircraft; or

(x) exercise any other right or remedy which may be available to it under applicable law or under the Cape Town Convention.

(b) To help the Lessor to enforce its rights under this Agreement following an Event of Default, the Lessee irrevocably authorizes the Lessor to enter into any premises belonging to, occupied by or under the control of the Lessee to retake possession of the Aircraft, and acknowledges that neither any Lessor Party nor any Finance Party shall be responsible for any loss or damage caused by it when doing so, except damage caused by gross negligence or willful misconduct of Lessor.

(c) Where relevant:

(i) the Lessor and the Lessee agree that the remedies provided for in the Cape Town Convention shall be available to the Lessor on the occurrence of an Event of Default;

(ii) For the avoidance of doubt, the Lessor shall be entitled to apply for any of the orders listed in article 20(1) of the Cape Town Convention;

(iii) For the avoidance of doubt, the Lessee consents to the availability and extra-judicial exercise of the remedies provided by articles 14 and 15 of the Cape Town Convention; and

(iv) For the purposes of article 23(5)(a) of the Cape Town Convention, the relevant standard of maintenance is as set out in Clause 15 (Maintenance and repair) of this Agreement.

24.3 Lessor’s right to remedy

If the Lessee fails to comply with any provision of this Agreement:

(a) the Lessor may, without being obliged to do so and without prejudicing its right to treat that failure as an Event of Default, procure that the provision is complied with on behalf of the Lessee; and

(b) the Lessee shall indemnify the Lessor immediately on demand for any amounts paid by the Lessor (including legal costs) in connection with that failure.

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24.4 Termination payments before Delivery

If the Lessor terminates its obligation to lease the Aircraft to the Lessee before Delivery in accordance with paragraph (c) of Clause 22.2 (Termination for Change of Control) or paragraph (a)(v) of Clause 24.2 (Lessor’s rights), the Lessee shall immediately on demand pay to the Lessor (or its designee) amount equal to the aggregate of:

(a) any sums (whether in respect of interest, costs, fees, expenses or otherwise) then accrued under the Relevant Documents;

(b) any sums (whether in respect of Late Payment Charges, interest, costs, fees, expenses or otherwise) which are payable or forfeited under any agreement with any Supplier as a result of the Lessor terminating or varying that agreement as a consequence of the termination;

(c) all Losses which the Lessor may incur as a consequence of the termination of its obligation to lease the Aircraft, including but not limited to:

(i) any loss of profit suffered by the Lessor because of the Lessor’s inability to place the Aircraft on lease with another lessee on terms as favorable to the Lessor as this Agreement or because any use to which the Lessor is able to put the Aircraft is not as profitable to the Lessor this Agreement would have been;

(ii) any amount of interest, fees or other sums paid or payable on account of funds borrowed in order to fund any unpaid amount, and

(iii) any Loss incurred by the Lessor in unwinding any financing, guarantee, deposit, swap, forward interest rate agreement or other financial instrument undertaken or entered into in connection with the leasing of the Aircraft to the Lessee.

24.5 Termination payments following Delivery

If, after Delivery, the Lessor terminates and/or cancels the leasing of the Aircraft pursuant to paragraph (b)(ii) of Clause 22.1 (Termination upon Illegality), paragraph (c) of Clause 22.2 (Termination for Change of Control) or paragraph (a)(iv) of Clause 24.2 (Lessor’s rights), the Lessee shall pay to the Lessor (or its designee) on the Expiry Date as liquidated damages for loss of a bargain and not as a penalty the amount (the Termination Amount) that the Lessor notifies the Lessee in writing to be the aggregate of:

(a) all arrears of Rental and all other amounts payable under this Agreement and the other Relevant Documents that are due but unpaid at the Termination Date;

(b) an amount equal to all Losses incurred by the Lessor in connection with:

(i) recovering or having possession of the Aircraft;

(ii) recovering Rental or other amounts due under this Agreement;

(iii) returning the Aircraft to the condition required by Clause 21.5 (Redelivery Condition); and

(iv) exercising or enforcing any of its rights under the Relevant Documents; and

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(c) (except in the case of a termination pursuant to pursuant to paragraph (b)(ii) of Clause 22.1 (Termination upon Illegality)) an amount equal to any other Losses which the Lessor may incur as a consequence of any Event of Default and/or the termination of the leasing of the Aircraft, including but not limited to:

(i) any loss of profit suffered by the Lessor because of the Lessor’s inability to place the Aircraft on lease for the remaining balance of the Original Lease Period with another lessee on terms as favorable to the Lessor as this Agreement or because any use to which the Lessor is able to put the Aircraft for the remaining balance of the Original Lease Period following Redelivery is not as profitable to the Lessor as this Agreement would have been;

(ii) any amount of interest, fees or other sums paid or payable on account of funds borrowed in order to fund any unpaid amount; and

(iii) any Loss incurred by the Lessor in unwinding or terminating any financing, guarantee, deposit, swap, forward interest rate agreement or other financial instrument undertaken or entered into in connection with the leasing of the Aircraft to the Lessee.

24.6 Further demands

After a demand has been issued under Clause 24.4 (Termination payments before Delivery) or Clause 24.5 (Termination payments following Delivery), the Lessor may issue further demands in respect of any amounts referred to in those Clauses which had not yet been incurred and/or quantified when any previous demand was made.

25. TRANSFERABILITY

25.1 Transfer by Lessee

The Lessee may not assign, transfer, grant any Security over or otherwise dispose of any of its rights, title or obligations in, to or under this Agreement or any of the Aircraft Assets unless the Lessor has first given its written consent and any assignment, transfer or grant in breach of this provision shall be void ab initio.

25.2 Transfer by Lessor

(a) The Lessor may assign, grant any Security over or otherwise dispose of any of its rights or title in, to or under this Agreement or any of the Aircraft Assets in the manner contemplated by the Relevant Documents.

(b) The Lessor may at any time transfer to any person (a Lessor Transferee) the Aircraft and/or all of its rights and obligations under this Agreement and the other Relevant Documents (the Transferred Assets) provided that:

(i) the Lessee shall have no greater obligation or liability under this Agreement and the other Relevant Documents as a result of such transfer, based on current laws in effect at the time of such transfer, than it would have had if such transfer had not taken place, including, for the avoidance of doubt, with respect to any Taxes the Lessee shall have no obligation or liability to pay any Tax as a result of such transfer, based on current laws in effect at the time of such transfer, that it would not have had to pay if such transfer had not taken place;

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(ii) the Lessor shall procure that the Lessor Transferee provide to the Lessee a covenant of quiet enjoyment in substantially the same terms as that set out in Clause 8 (Quiet enjoyment);

(iii) the Lessor shall provide the Lessee with written notice of such transfer at least ten (10) days prior to the date of such transfer, specifying the name and address of the proposed Lessor Transferee; and

(iv) the Lessee shall not bear any out-of-pocket costs or expenses or any Taxes (including stamp Taxes) that may be payable with respect to the arrangements to transfer the Transferred Assets and the Lessor shall indemnify the Lessee in relation thereto, provided that the Lessee shall, at the Lessor’s cost do everything that the Lessor may reasonably request to mitigate any such costs, expenses or Taxes.

(c) The Lessee acknowledges that an increase in the number of Indemnitees as a consequence of a transfer referred to in this Clause 25.2 (Transfer by Lessor) shall not, of itself, constitute an increase in Lessee’s obligations under this Agreement or the other Relevant Documents.

(d) The Lessee agrees to execute and deliver any other instruments that may from time to time be required by law or reasonably requested by the Lessor to give effect to any assignment or transfer referred to in this Clause 25.2 (Transfer by Lessor), in each case at the Lessor’s cost.

25.3 Finance Parties

(a) The Lessee undertakes to provide all reasonable assistance to the Lessor Parties and to any Finance Party to enable the Lessor Parties to enter into arrangements to finance or re-finance the Aircraft (financing) at the time and in the manner reasonably required by the Lessor, which may include the assignment, transfer, grant of security or other disposal of their respective interests in the Aircraft Assets.

(b) If, as a consequence of any financing arrangements, the Lessor requires the Lessee to:

(i) amend the Insurances (including, for the avoidance of doubt, increasing the Agreed Value), the Lessee shall make such amendments; and/or

(ii) redeliver the Aircraft on the Expiry Date in a condition (the New Redelivery Condition) which differs from the Redelivery Condition, then provided that the Lessor has provided details of the New Redelivery Condition to the Lessee within six (6) months prior to the Expiry Date:

(A) the Lessee shall redeliver the Aircraft under Clause 21 (Redelivery) in the New Redelivery Condition in place of the Redelivery Condition; and

(B) the Lessor shall pay the Lessee on the Expiry Date an amount equal to the amount by which the cost reasonably incurred by the Lessee in redelivering the Aircraft in that New Redelivery Condition exceeds the cost that would have been reasonably incurred by the Lessee had it instead redelivered the Aircraft in the Redelivery Condition.

(c) The Lessor shall procure that any relevant Finance Party provide to the Lessee a covenant of quiet enjoyment in substantially the same terms as that set out in Clause 8 (Quiet enjoyment).

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26. FURTHER PROVISIONS

26.1 Nature of Lessee’s obligations

All obligations of the Lessee under this Agreement constitute conditions, the time for performance of which will be of the essence (without prejudice to the grace periods specified in Clause 23 (Events of Default)).

26.2 Further assurances

The Lessee agrees to do anything and execute and deliver any other instruments that may from time to time be required by law or reasonably requested by the Lessor to establish, maintain and protect the rights and remedies of the Lessor Parties and the Finance Parties and to give effect to the Relevant Documents.

26.3 Remedies and waivers

(a) No failure to exercise, nor any delay in exercising on the part of the Lessor, any right or remedy under the Relevant Documents shall operate as a waiver, nor shall any single or partial exercise of any other right or remedy prevent any further or other exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

(b) The rights of the Lessor against the Lessee or in relation to the Aircraft (whether arising under this Agreement or applicable law) are not capable of being waived or varied otherwise than by an express waiver or variation in writing.

26.4 Delegation

The Lessor may delegate to any person or persons all or any of its rights, powers or discretions under this Agreement and may do so upon such terms and conditions as it thinks fit, in its absolute discretion

26.5 Variation

This Agreement may only be varied by an instrument in writing executed by or on behalf of the Lessor and the Lessee.

26.6 Confidentiality

(a) Each Party acknowledges that the commercial and financial arrangements evidenced by the Relevant Documents and any other confidential financial or other information supplied by one Party to the other Party in relation to the transactions contemplated by the Relevant Documents (together the Confidential Information) are considered by the other Party to be confidential.

(b) Each Party shall treat the Confidential Information as confidential and shall not disclose the Confidential Information to any person without the prior written consent of the other Party except:

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(i) to its professional advisers; or

(ii) as may be required by any applicable law; or

(iii) in the case of disclosure by the Lessor, to any Lessor Party, any Affiliate of the Lessor, any Finance Party or prospective Finance Party or any prospective new lessor,

provided that, in connection with any such disclosure, each Party shall request, and shall use reasonable endeavors to obtain, confidential treatment of the Confidential Information.

26.7 Partial invalidity

If, at any time, any provision of a Relevant Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

26.8 Entire agreement

The Relevant Documents constitute the entire agreement between the Lessor and the Lessee in relation to the leasing of the Aircraft by the Lessor to the Lessee, and override all previous proposals, agreements and other written and oral communications relating to it.

26.9 Counterparts

To the extent, if any, that this Lease constitutes chattel paper no security interest in this Lease or in any Lease Supplement may be created through the transfer or possession of any counterpart other than the original counterpart, which shall be so identified as the counterpart of this Lease or such Lease Supplement that contains the original receipt executed by Lessor or, if Lessor has assigned its rights to a third party in accordance with this Lease, such third party, in each case on the signature page thereof. Subject to the preceding sentence, this Agreement and the Lease Supplement may be executed in any number of counterparts, and by each party on separate counterparts. All counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Agreement by e-mail attachment or telecopy shall be an effective mode of delivery.

26.10 Set-Off

(a) The Lessor may set off any matured obligation owed by the Lessee under any Relevant Document or any Other Relevant Document against any obligation (whether or not matured) owed by the Lessor to the Lessee, regardless of the place of payment or currency. If the obligations are in different currencies, the Lessor may convert either obligation at the market rate of exchange available in New York or (at the Lessor’s option) London for the purpose of the set-off.

(b) If an obligation is unascertained or unliquidated, the Lessor may in good faith estimate that obligation and set off in respect of the estimated amount, in which case when the obligation is ascertained or liquidated the Lessor or the Lessee shall make a payment to the other (as appropriate) in respect of any amount by which the ascertained or liquidated amount differs from the estimated amount.

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(c) Notwithstanding any other provision of this Agreement, the Lessor shall not be obliged to pay any amount to the Lessee under any Relevant Document or any Other Relevant Document so long as any sums which are then due from the Lessee under any Relevant Document or any Other Relevant Document remain unpaid or if any Event of Default is subsisting at such time, and any such amount which would otherwise be due shall fall due only if and when the Lessee has paid all such sums, except to the extent that the Lessor otherwise agrees in writing or sets off such amounts against such payment pursuant to paragraph (a) of this Clause 26.10 (Set-Off).

26.11 Expenses

Each party shall bear its own costs and expenses (including legal expenses) associated with the preparation, negotiation and execution of this Agreement and any other Relevant Document, provided that if the Aircraft is not delivered to the Lessee pursuant to this Agreement due to the failure by the Lessee to comply with its obligations hereunder, then the Lessee agrees to bear the Lessor’s costs and expenses (including legal expenses) associated with the preparation, negotiation and execution of this Agreement and the other Relevant Documents.

26.12 English Language

(a) The Lessee confirms that it has read and understood the content and consequences of this Agreement and has no objection to executing it only in an English language version.

(b) Each Party agrees that if this Agreement is executed in a version in any language other than English, the English version shall, to the extent not prohibited under applicable laws, prevail in the event of any conflict between them.

26.13 True Lease

(a) The parties intend and agree that this Agreement:

(i) constitutes a “true lease” and not a “security interest” as defined in Section 1- 201(37) of the UCC; and

(ii) confers only a leasehold interest on Lessee in and to the Aircraft on and subject to the terms of this Agreement, and no ownership or other interest with respect to the Aircraft is provided to Lessee under this Agreement.

(b) Lessee shall not file any tax return that is inconsistent with the provisions of Clause 26.13(a).

26.14 Section 1110

Lessee acknowledges that Lessor would not have entered into this Agreement unless it had available to it the benefits of a lessor under Section 1110. Lessee covenants and agrees with Lessor that to better ensure the availability of such benefits, Lessee shall support any motion, petition or application filed by Lessor with any bankruptcy court having jurisdiction over Lessee, whereby Lessor seeks recovery of possession of the Aircraft under Section 1110 and shall not in any way oppose such action by Lessor unless Lessee shall have complied with the requirements of Section 1110 to be fulfilled in order to entitle Lessee to continue use and possession of the Aircraft under this Agreement. In the event Section 1110 is amended, or it is repealed and another statute is enacted in place thereof, Lessor and Lessee agree to amend this Agreement and take such other action (to the extent not inconsistent with this Agreement) as Lessor reasonably deems necessary so as to afford to Lessor the rights and benefits as such amended or substituted statute confers upon owners and Lessors of aircraft similarly situated to Lessor.

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27. NOTICES

27.1 Communications in writing

Any communication to be made under or in connection with the Relevant Documents shall be made in writing and, unless otherwise stated, may be made by fax, email or letter.

27.2 Addresses

The address, email address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Relevant Documents is:

(a) in the case of the Lessor:

FALCON MSN 2695 TRUST, a Delaware statutory trust

c/o Wilmington Trust Company, as Owner Trustee

1100 North Market Street

Wilmington, Delaware 19890-1605

Attn: Corporate Trust Administration

Facsimile: 302-636-4141

with a copy to Falcon Aerospace USA LLC at:

c/o Maples Fiduciary Services (Delaware) Inc.

4001 Kennett Pike, Suite 302

Wilmington, Delaware 19807

with a copy to Dubai Aerospace Enterprise (DAE) Ltd. at:

Dubai Aerospace Enterprise (DAE) Ltd.

Level 3, Building 4

Dubai International Financial Centre

PO Box 506592

Dubai, United Arab Emirates

Fax:                    +971 4 425 0384

Email:                daecapitalnotices@dubaiaerospace.com

Attention:          General Counsel

(b) in the case of the Lessee:

Global Crossing Airlines, Inc.

4200 N.W. 36^th Street

Bldg 5A Miami Intl Airport

Miami, Florida 33152

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Fax:                    (786) 369 7058

Email:                ed.wegel@globalxair.com; ryan.goepel@globalxair.com

Attention:          Edward Wegel, CEO

or any substitute address, email address, fax number or department or officer as that Party may notify to the other Party by not less than five (5) Business Days’ notice.

27.3 Delivery

Any communication or document made or delivered by one person to another under or in connection with the Relevant Documents will only be effective:

(a) if by way of fax, when received in legible form; or

(b) if by way of email, when delivered, provided the sender does not receive an automated delivery failure notification in response to its email;

(c) if by way of letter, when left at the relevant address;

and, if a particular department or officer is specified as part of its address under Clause 27.2 (Addresses), if addressed to that department or officer.

27.4 Electronic communication

Lessee undertakes to maintain at all times throughout the Lease Period the email address listed in Clause 27.3 (Delivery) (or a replacement email address notified pursuant to Clause 27.3 (Delivery)) as a fully functioning email address for receipt of notices and communications hereunder. If Lessor is unable to deliver a notice or communication hereunder as a result of Lessee’s failure to comply with this Clause 27.4, any notice or communication sent by Lessor to Lessee using the email address listed in Clause 27.3 (Delivery) (or, as applicable, a replacement email address notified pursuant to Clause 27.3 (Delivery)) shall be deemed to have been delivered when the email is sent by the Lessor notwithstanding the Lessor’s receipt of a delivery failure notification so long as the Lessor promptly delivers a copy of such notice or communication to the Lessee using one of the other methods of delivery provided for in Clause 27.2 (Addresses).

27.4 English language

(a) Any notice given under or in connection with any Relevant Document must be in English.

(b) All other documents provided under or in connection with any Relevant Document must be:

(i) in English; or

(ii) if not in English, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

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28. GOVERNING LAW AND ENFORCEMENT

28.1 Governing law

PURSUANT TO AND IN ACCORDANCE WITH SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, THE PARTIES HERETO AGREE THAT THIS AGREEMENT IN ALL RESPECTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, UNITED STATES.

28.2 Jurisdiction of New York courts

(a) With respect to any suit, action or proceedings relating to this Agreement or any other Relevant Document or any matter between the parties arising under or in connection with this Agreement or any other Relevant Document (Proceedings), each party irrevocably: (i) submits to the exclusive (subject, in the case of the Lessor, to paragraph

(b) below) jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan and the United States District Court for the Southern District of New York, and any appellate court from any thereof; and (ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party. Each party hereby agrees that, subject to any rights of appeal, a final judgment in any such Proceedings shall be conclusive and may be enforced in other jurisdictions otherwise having jurisdiction over such party by suit on such final judgment or in any other manner provided by law.

(b) Notwithstanding paragraph (a) above, nothing in this Lease or any other Relevant Document shall preclude the Lessor from bringing Proceedings: (i) in any other court of competent jurisdiction; and (ii) concurrently in more than one jurisdiction. Each party irrevocably submits to the jurisdiction of any such court and waives any objection to the exercise of such jurisdiction.

28.3 Service of Process

Each of the Lessor and the Lessee consents to the service of process relating to any proceedings involving, directly or indirectly, any matters arising out of or relating to this Agreement by U.S. postal service registered mail (prepaid, return receipt requested) of a copy of the process to such address as may be identified in Clause 27.2 (Addresses) (as may be amended and notified in writing to the other Party from time to time).

28.4 Waiver of Jury Trial

EACH OF THE LESSEE AND THE LESSOR IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS TO A JURY TRIAL IN RESPECT OF ANY PROCEEDINGS, including, without limitation, contract claims, tort claims, breach of duty claims and other common law and statutory claims. Each of the Lessor and the Lessee represents and warrants that each Party has reviewed and voluntary waives its jury trial rights following consultation with its legal counsel. THIS WAIVER IS IRREVOCABLE, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE LEASE. In the event of litigation, this Clause 28.4 may be filed as a written consent to a trial by the court.

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28.5 Waiver of immunity

The Lessee irrevocably:

(a) consents generally to relief being given against it by way of injunction or order for specific performance or for the recovery of any property whatsoever and to its property being subject to any process of enforcement; and

(b) waives and agrees not to claim any immunity from suits and proceedings and from all forms of execution or attachment to which it or its property is at any time entitled under the laws of any jurisdiction and declares that such waiver shall be effective to the fullest extent permitted by such laws.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

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SCHEDULE 1

DESCRIPTION OF AIRCRAFT

1. AIRFRAME

Manufacturer                 Airbus

Type and model:            A320-200

Serial number:                2695

2. ENGINES

Engine Manufacturer     CFM International, Inc.

Type and model:            CFM56-5B4/P

3. APU

Manufacturer                  Honeywell

Type and model:             GTCP 131-9A

4. LANDING GEAR

Manufacturer:                 Messier Dowty

Serial Number:               NG: B2054

                                                   LH MLG: M-DG-3103

                                                   RH MLG: M-DG-3104

5. AIRCRAFT DOCUMENTS

At Delivery the Lessor will provide the following Aircraft Documents and Records to the Lessee (in digital format, to the extent available from the previous operator):

A. Certificates

A001 Certificate of Airworthiness and Airworthiness Review Certificate (if applicable)

A002 Current Aircraft Registration

A003 C of A for Export (if applicable)

A004 Noise Limitation Certificate (AFM page)

A005 Radio Station License (if applicable)

A006 Aircraft deregistration confirmation (if applicable)

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A007 Burn Certificates – Cabin Interiors – as follows:

Certification of compliance with the fire blocking requirements as outlined in FAR / EASA CS 25 including:

- Seat cushions*

- Back rest cushions*

- Dress covers*

- Carpets and Curtains

- Flight Attendant Seat Cushion and Covers

- Cockpit Observer’s Seat Cushion and Covers

- Galley Floor Covering

- Interior Surfaces (if refurbished)

* Including “in combination” burn certification (if applicable)

B. Aircraft Maintenance Status Summaries

B001 Certified current Time in Service (Hours & Cycles) and maintenance status

B002 Certified status of Airframe & Appliance Airworthiness Directives including method of compliance

B003 Certified status of Service Bulletins Incorporated

B004 Certified status of all non-SB and Major Modifications/STC’s including acceptable State of Manufacture Certification B005 Certified status of SSI

B006 Certified status of CPCP (if applicable)

B007 Certified inventory of Hard Time Components (Fitted listing)

B008 Certified inventory of OC/CM Components (Fitted listing)

B009 Certified status of Check/Inspection History & Current Status of Checks

B010 List of Deferred Maintenance Items (if applicable)

B011 List of Out of Phase Checks, Special Requirements, Time Limited Repairs (if any)

B012 Aircraft Accident & Incident Statement

B013 Structural repairs and damage Status (including Dent & Buckle Chart)

B014 Certification Maintenance Requirements (CMR) item status

B015 Aircraft Flight Time Report / Aircraft Log Book (if applicable)

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C. Aircraft Maintenance Records

C001 Technical Logs (Minimum of 1 year)

C002 A Checks - Last complete cycle of A Checks (or equivalent)

C003 C Checks - Last Complete cycle of C Checks (or equivalent)

C004 All Major Checks

C005 CPCP Tasks including DFP and finding reports

C006 Dirty Finger Print Certification (DFP) – AD’s – DFP must reference AD and/or Applicable SB

C007 Dirty Finger Print Certification – SB’s

C008 Dirty Finger Print Certification – STC Documentation and All other modifications

C009 Dirty Finger Print certification - All Structural repairs/structural damage

C010 Details of State of Manufacture approval basis – All non-SRM Structural repairs

C011 Certification Maintenance Requirement (CMR) Dirty Finger Prints

C012 Last Weighing Report including Schedule

C013 Last Balancing of All Control Surfaces

C014 Last Demonstration Flight Report

C015 Certified ETOPS compliance report (if applicable)

D. Configuration Status

D001 Approved and certified LOPA

D002 Galley Drawings & Galley OHM (or Component Maintenance Manual)

D003 Emergency Equipment Drawing/Listing (listing to be part of overall (Component List)

D004 Loose Equipment Inventory (e.g. galley trolley’s, inserts, flyaway kits etc.)

D005 Inventory Listing of Avionic Units installed (listing to be part of overall Component List)

E. Aircraft Historical Records

E001 Certificate of Airworthiness (Export) from State of Manufacture ( if applicable)

E002 Manufacturer’s AD Report

E003 Manufacturer’s Inspection Report, Initial Equipment list / Aircraft Readiness Log (or equivalent)

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E004 Manufacturer’s repair/alteration report

E005 Manufacturer’s SB Report

E006 Service Difficulty Reports (if any)

E007 Aircraft Historical / Miscellaneous Log (or equivalent)

E008 Last Flight Data Recorder Data Dump

F. Engine Records

F001 Certified Statement on Status of Each Engine

F002 Certified Status of Engine Airworthiness Directives including Method of Compliance

F003 Manufacturer’s Modifications & SB Status

F004 In-house Modifications (if applicable)

F005 Certified LLP Listing (Disk Sheet)

F006 Manufacturer Delivery Document

F007 Complete copies of all historical engine/module Shop Visit Reports

F008 LLP Status and Back To Birth Traceability data

F009 Condition Monitoring Report

F010 Master Records of Installation/Removals

F011 Last Borescope Report, including video if available

F012 Last Test Cell Run Report

F013 Last On-Wing Ground Run

F014 Engine Accident & Incident Statement

F015 Approved ETOPS compliance report (if applicable)

F016 Type of Engine Oil Used

F017 Statement of Exceedances and corrective actions per the maintenance manual (to be extracted from the Aircraft Technical Log) (if applicable)

F018 Power Rating Operation Statement (Cycles of operation e.g. B1, B2, C1 etc.)

G. APU

G001 Certified Statement on Status of APU

G002 Certified Status of APU Airworthiness Directives including Method of Compliance

G003 Manufacturer’s Modifications & SB Status

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G004 APU Log Book/Master Record of Installation/Removals

G005 Copies of all APU Shop Visit Reports & Reason for Removal

G006 Statement of APU Hours to Aircraft Flying Hours (ratio) (if applicable)

G007 LLP Status and Back To Birth Traceability data

G008 Last On-Wing/Health Check Data sheets (if applicable)

G009 Last Test Cell Run

G010 Approved ETOPS compliance report (if applicable)

G011 Type of APU Oil Used

H. Component Records

H001 *Approved Release to Service Certification for Hard Time Components

H002 *Approved Release to Service Certification for OC/CM Components (for components installed during the preceding 12 months)

I. Landing Gears

I001 *Approved Release to Service Certification for major assemblies on each Gear from last Overhaul

I002 LLP Status and Back-To-Birth Traceability data

I003 Last Overhaul Shop Visit report

J. Manuals

To access from My Boeing Fleet

K. Miscellaneous

K001 Maintenance Program Specifications (previous operator’s) and reference to Manufacturer’s MPD task numbers

K002 Reference Material for Interpretation of Status Summaries, or cross-reference for Part Numbers

* Items H001, H002 and I001 to be covered by EASA Form 1 or FAA Form 8130-3 or equivalent.

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SCHEDULE 2

DOCUMENTS AND FINANCE PARTIES

Part A

Relevant Documents

1. Lease Supplement No. 1

2. The Assignment of Insurances

3. The Assignment of Reinsurances (if applicable)

4. The Deregistration Power of Attorney

5. The IDERA

6. The Acceptance Certificate

7. Any Lessee Consent

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Part B

Finance Documents

1. The New York Law Mortgage

2. Any Lessee Notice of Assignment

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SCHEDULE 3

CONDITIONS

Part A

Execution Conditions Precedent

1. LESSEE’S CORPORATE DOCUMENTS

(a) Copies of the Lessee’s certificate of incorporation, company registry extract and articles of incorporation and/or other constitutional documents, certified to be true, complete and up to date by a duly authorized officer of the Lessee.

(b) Copies of resolutions of the Lessee’s board of directors authorizing the Lessee to enter into and perform each of the Relevant Documents to which it is a party and the transactions contemplated by them, certified to be true, complete and up to date by a duly authorized officer of the Lessee.

(c) A certificate of a duly authorized officer of the Lessee setting out the names and signatures of the individuals authorized to sign each of the Relevant Documents to which it is a party and any related notice or document.

2. KYC

The following Know Your Customer Documentation in form and substance satisfactory to the Lessor and the Security Trustee:

(a) A copy of the Lessee’s certificate of incorporation (or equivalent) which confirms that the Lessee is in existence and confirming the Lessee’s place of business;

(b) A list of the Lessee’s Directors, Officers and authorized signatories (including copies of such individuals passports);

(c) A list of the Lessee’s shareholders, including all individuals and entities holding a beneficial interest of any direct or indirect interest in the Lessee;

(d) A copy of the Lessee’s constitutional documents (to the extent any additional documentation is required and not satisfied pursuant to (a) and (b) above);

(e) A copy of the corporate approvals approving the entering into of this Agreement and the Relevant Documents (to the extent any additional documentation is required and not satisfied pursuant to (a) and (b) above); and

(f) Such other KYC as the Security Trustee and/or the Lessor may request.

3. TRANSACTION DOCUMENTS

(a) An original copy of this Agreement duly executed by the Lessee.

4. LEGAL OPINIONS

(a) A legal opinion of Law Offices of Ronald T. Bevans, Jr. P.A. legal advisers to the Lessee in its Home Jurisdiction.

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5. MISCELLANEOUS DOCUMENTS

(a) A copy of the Original Financial Statements duly certified by an officer of the Lessee to be a true copy of the original.

(b) Such other assurances of performance as may be requested by the Lessor.

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Part B

Delivery Conditions Precedent

1. LESSEE’S CORPORATE DOCUMENTS

A certificate of a duly authorized officer of the Lessee certifying that the documents referred to in paragraph 1 (Lessee’s Corporate Documents) of Part A (Execution Conditions Precedent) of this Schedule 3 (Conditions) remain in full force and effect and have not been amended or rescinded.

2. TRANSACTION DOCUMENTS

(a) The Acceptance Certificate, duly executed by the Lessee.

(b) The Lease Supplement, duly executed by the Lessee.

(c) An original of each of the other Relevant Documents duly executed by the parties to it other than the Lessor Parties.

3. TITLE DOCUMENTS

Confirmation of installation of the nameplates referred to in Clause 13.6 (Ownership and security) on the Aircraft.

4. INSURANCE DOCUMENTS

(a) Certificates of Insurance evidencing the Insurances.

(b) Certificates of Reinsurance evidencing the Reinsurances (if applicable).

(c) A broker’s letter of undertaking issued by the Broker.

5. LEGAL AND TAX OPINIONS

(a) A legal opinion of Law Offices of Ronald T. Bevans, Jr. P.A., legal advisers to the Lessee in its Home Jurisdiction.

(b) If requested by the Lessor or the Security Trustee, an opinion of tax advisers to the Lessor.

6. REGISTRATION DOCUMENTS

(a) Evidence of the filing and recordation or registration of the Lease, the Lease Supplement and any other Relevant Document, and that the Owner’s ownership, Lessor’s interest and any other Lessor Party’s or Finance Party’s security interest in the Lease and the Aircraft have been duly recorded at the Aviation Authority and with any other relevant Agency in the State of Registration, and the payment of all fees and Taxes in connection therewith, if any;

(b) Precautionary UCC financing statements with respect to the Aircraft under this Agreement in a form acceptable to Lessor shall have been prepared for filing with the appropriate Agency in the State of Delaware and any other jurisdiction reasonably selected by Lessor and Lessor shall be satisfied with the arrangements for filing the same promptly following Delivery;

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(c) Copies of the Certificate of Airworthiness and of the Certificate of Registration (listing the Owner as owner) issued by the Aviation Authority in relation to the Aircraft.

(d) Copies of all other government or other approvals and licenses which may be required in relation to, or in connection with, the performance by the Lessee of any of its obligations under the Relevant Documents.

7. MISCELLANEOUS DOCUMENTS

(a) A copy of the most recent financial statements of the Lessee referred to in paragraphs (b) and (c) of Clause 13.3 (Information).

(b) A copy of the Maintenance Program certified to be true and up to date by a duly authorized officer of the Lessee that has been approved by the Aviation Authority.

(c) A letter addressed to Eurocontrol, the Aviation Authority and any relevant air navigation authority specified by the Lessor irrevocably authorizing it to provide the Lessor and the Security Trustee with a general statement of account and any other information in relation to Flight Charges that the Lessor and the Security Trustee requests.

(d) The list of airports to which the Lessee operates its other aircraft referred to in paragraph (b) of Clause 14.6 (Flight Charges).

8. GENERAL CONDITIONS PRECEDENT

(a) All monies payable to the Lessor by the Lessee on or prior to the Delivery Date (including, without limitation, payment of the Security Deposit (if applicable) and the first instalment of Rental) have been received or the Lessor is satisfied that such monies will be paid on the Delivery Date.

(b) The Aircraft has not suffered a Total Loss (or any event which, with the lapse of time would constitute a Total Loss) or any unrepaired damage, the cost of which to repair (in the opinion of the Lessor) exceeds in the Claims Limit.

(c) No Default or Event of Default has occurred and is continuing or might reasonably be expected to result from the delivery of the Aircraft.

(d) No other event or circumstance exists or has occurred which constitutes a default under any other agreement or instrument which is binding on it or to which its assets are subject which has or might have a Material Adverse Effect.

(e) Each of the Lessee’s representations and warranties in Clause 2 (Lessee’s Representations and Warranties) of this Agreement is true and accurate in all respects.

(f) Evidence that:

(i) all authorizations necessary for any matter or thing contemplated by the Relevant Documents and for the legality, validity, enforceability, admissibility in evidence and effectiveness of the Relevant Documents (including, without limitation, the approval of the Aviation Authority) have been obtained or effected on an unconditional basis and remain in full force and effect (or, in the case of effecting of any registrations and filings, that arrangements satisfactory to the Lessor have been made for the effective of the same within any applicable time limit); and

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(ii) all registration, notarial, consular and translation fees (if any) due and payable in any applicable jurisdiction in connection with any Relevant Document have been duly paid in full.

(g) The Lessor shall have received such ‘know your customer’ documents as its financiers (if any) may require from the Lessee.

(h) Any other conditions the Lessor may reasonably require.

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Part C

Conditions Subsequent

N/A

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SCHEDULE 4

CERTIFICATES

Part A

Form of Acceptance Certificate

To: Falcon MSN 2695 Trust (Lessor)

From: Global Crossing Airlines, Inc. (Lessee)

Dated [•]

Aircraft Lease Agreement dated [•] between the Lessor and the Lessee (the Lease) relating to one (1) Airbus A320-200 Aircraft bearing MSN 2695 with two (2) CFM International, Inc. engines bearing MSNs [•] and [•], (ii) a [•] APU bearing MSN [•], (iii) three [•] Landing Gear assemblies bearing MSNs [•] (LM), [•] (RM) and [•] (N), (iv) the loose equipment listed in Annex 1 hereto and (v) the Aircraft Documents listed in Annex 2 hereto (together, the Aircraft)

Terms used in this Acceptance Certificate have the meaning given to them in the Lease.

1. The Lessee hereby irrevocably represents, warrants and confirms that as at [•] hours ([•] time) on [•] the Aircraft was in the Delivery Condition and that:

(a) the Engines are installed on the Aircraft;

(b) the Aircraft is insured in accordance with the terms of the Lease;

(c) the Aircraft has the loose equipment listed in Annex 1 hereto;

(d) the Aircraft has the Aircraft Documents listed in Annex 2 hereto;

(e) the Hours, Cycles and Fuel of the Aircraft are listed in Annex 3 hereto;

(f) the Lessee’s representations and warranties contained in Clause 2 (Lessee’s representations and warranties) of the Lease are, by reference to the facts and circumstances existing today, true and accurate in all respects;

(g) the Lessee’s duly appointed and authorized technical experts have inspected the Aircraft and have confirmed that the Aircraft conforms to the Lessee’s requirements and there have been affixed to the Aircraft the fireproof plates required by paragraph (g) of Clause 13.6 (Ownership and security) of the Lease;

(h) the Lessee has no right of set-off, deduction, withholding or counterclaim against the Lessor whatsoever; and

(i) no Default or Event of Default has occurred and is subsisting.

2. [Lessor and Lessee made commitments regarding discrepancies as provided in Annex 4 hereto.]

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3. This Acceptance Certificate forms part of the Lease.

For and on behalf of the Lessee

By
	Name:
	Title:

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Part B

Form of Return Acceptance Certificate

To: Global Crossing Airlines, Inc. (Lessee)

From: Falcon MSN 2695 Trust (Lessor)

Dated [•]

Aircraft Lease Agreement dated [•] between the Lessor and the Lessee (the Lease) relating to one (1) Airbus A320-200 Aircraft bearing MSN 2695 with two (2) CFM International, Inc. engines bearing MSNs [•] and [•], (ii) an [•] APU bearing MSN [•], (iii) three [•] Landing Gear assemblies bearing MSNs [•] (LM), [•] (RM) and [•] (N), (iv) the loose equipment listed in Annex 1 hereto (the Loose Equipment) and (v) the Aircraft Documents listed in Annex 2 hereto (together, the Aircraft)

Terms used in this Return Acceptance Certificate have the meaning given to them in the Lease.

The Lessor represents, warrants and confirms that as at [•] hours ([•] time) on [•], being the Redelivery Date:

(a) the Aircraft was duly accepted by the Lessor in accordance with and subject to the provisions of the Lease and the execution and delivery of this Return Acceptance Certificate further confirms the acceptance of the Aircraft by the Lessor for all purposes of the Lease;

(b) the Engines are installed on the Aircraft;

(c) the Lessor’s duly appointed and authorized technical experts have inspected the Aircraft and have confirmed that the Aircraft conforms to the Lessor’s requirements;

(d) the list of Loose Equipment in Annex 1 is correct and complete and the Loose Equipment is installed on the Aircraft;

(e) the list of all Aircraft Documents set out in Annex 2 (Aircraft Documents) is correct and complete and one copy of each (including the Technical Records) has been returned to the Lessor[; and]/[.]

(f) [the list of discrepancies and commitments in Annex 4 shall be fulfilled by the Lessee following acceptance pursuant to this Return Acceptance Certificate.]

For and on behalf of the Lessor

By: Wilmington Trust Company, not in its individual capacity but solely as owner trustee

By:
	Name:
	Title:

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SCHEDULE 5

INSURANCE REQUIREMENTS

1. TYPES OF INSURANCE

The Lessee shall maintain the following Insurances with respect to the Aircraft:

1.1 Hull All Risks of loss or damage whilst flying and on the ground with respect to the Aircraft on an “agreed value” basis for the Agreed Value and with a deductible not exceeding two hundred and fifty thousand Dollars ($250,000) or, such other amount agreed by the Lessor and the Security Trustee from time to time, and to include deductible insurances, if necessary, to achieve that limit.

1.2 Hull War and Allied Perils, being the risks excluded from the Hull All Risks policy, including confiscation and requisition by the State of Registration for the Agreed Value, in each case to the fullest extent available from the leading international insurance markets.

1.3 All Risks (including War and Allied Perils except when on the ground or in transit other than by air or sea) spares or property insurance on all Engines and Parts when not installed on the Aircraft for their full replacement value and including engine test and running risks.

1.4 Aircraft Third Party (Bodily Injury and Property Damage), Passenger, Baggage, Cargo and Mail and Airline General Third Party (including Products) Legal Liability for a combined single limit (bodily injury/property damage) of an amount not less than seven hundred and fifty million Dollars ($750,000,000) any one occurrence (but in respect of products liability this limit may be an aggregate limit for any and all losses occurring during the currency of the policy). War and Allied Risks as per AVN52E are also to be covered under the Policy for an amount of not less than seven hundred and fifty million Dollars ($750,000,000) any one occurrence.

2. HULL AND SPARES INSURANCE

The hull and spares insurance referred to in paragraph 1 above shall:

(a) name the Owner, the Lessor and any Finance Party nominated by the Lessor as additional insured for their respective rights and interests;

(b) provide that any loss will be payable in Dollars;

(c) provide that settlement will be made to or to the order of the Lessor or the Security Trustee as the case may be where any claim becomes payable on the basis of a Total Loss;

(d) provide that any loss (other than a Total Loss) shall be payable in the manner contemplated by Clause 18.6 (Settlement of claims and loss adjustment);

(e) provide that the Agreed Value shall be paid in full to the Lessor or the Security Trustee as the case may be notwithstanding that one or more of the engines on the Airframe at the time of the Total Loss was not an Engine; and

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(f) include a 50/50 provision in accordance with market practice (being AVS103 in the current market language) if separate Hull “All Risks” and “War Risks” insurances are arranged.

3. LIABILITY INSURANCE

The liability insurances referred to in paragraph 1 above shall:

(a) include the Lessor and each of the Indemnitees as additional insureds for their respective rights and interests;

(b) operate in all respects as if a separate policy had been issued covering each party insured, provided that the total liability of the Insurers shall not exceed the limits of liability stated in the relevant policy;

(c) contain a provision confirming that the relevant policy is primary without right of contribution from any other insurance available to the Lessor; and

(d) provide cover denominated in any other currency which the Lessor may reasonably require.

4. ALL INSURANCES

All Insurances shall:

(a) be in accordance with normal industry practice of operators of aircraft similar to the Aircraft in similar circumstances;

(b) operate on a world-wide basis subject to such limitations and exclusions as the Lessor and the Security Trustee may agree;

(c) acknowledge that the Insurers are aware of this Agreement and that the Aircraft is owned by the Owner and (as the case may be) that the Insurances are subject to security assignments in favor of the Lessor, the Owner and the relevant Finance Parties;

(d) provide that, in relation to the interests of each of the additional insureds, the Insurances shall not be invalidated by any act or omission (including misrepresentation and non-disclosure) of any other person which results in a breach of any term, condition or warranty of the policy, provided that the additional insured so protected has not caused, contributed to or knowingly condoned that act or omission;

(e) provide that upon payment of any loss or claim to or on behalf of any additional insured:

(i) the Insurers be subrogated to all legal and equitable rights of that additional insured (other than its rights against any of the other additional insureds) to the extent and in respect of such payment;

(ii) the Insurers shall not exercise their rights of subrogation without the consent of the relevant Indemnitee, which may not be unreasonably withheld; and

(iii) the relevant additional insureds shall do all things reasonably necessary to assist the Insurers to exercise the rights referred to in this paragraph 4(e)(iii) at, in each case, the expense of the Insurers;

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(f) provide that the additional insureds shall have no obligation or responsibility for the payment of any premiums due and that the Insurers shall not exercise any right of set-off or counter-claim in respect of any premium due against the respective interests of the additional insureds other than outstanding premiums relating to the Aircraft which is the subject of the relevant claim; and

(g) provide that the Insurers may only cancel or materially alter the Insurances in a manner adverse to the additional insureds if they give at least thirty (30) days’ notice in writing to the appointed broker (or such lesser period as is customarily available in respect of war and allied risks) unless the relevant policy or endorsement specifically provides for the cancellation or automatic termination of the Insurances. Any such notice of cancellation or termination shall:

(i) be deemed to commence when that notice is given by the Insurers; and

(ii) may not be given prior to the normal expiry date of the relevant policy or any endorsement.

5. REINSURANCE

Any Reinsurances required in accordance with paragraph (b) of Clause 18.2 (Insurers, Reinsurers and Brokers) shall:

(a) be on the same terms as the original Insurances and will include the provisions of this Schedule 5 (Insurance Requirements);

(b) provide that the Reinsurers will be obliged to make any payment due under the relevant policy of reinsurance in full even if the reinsured has become insolvent; and

(c) contain a “cut-through” clause in the following form (or otherwise, satisfactory to the Lessor and the Security Trustee):

“The Reinsurers and the Reinsured agree that if any valid claim arises under the reinsurances in respect of a total loss, that claim shall be paid to the person named as loss payee under the primary insurances. The Reinsurers pay to the person named as loss payee under the primary insurances effected by the Reinsured that portion of any loss for which the Reinsurers would otherwise be liable to pay the original Reinsured (subject to proof of loss) and, by paying that amount, the Reinsurers shall (to the extent of such payment) be fully discharged from any further liability in connection therewith, provided that such provisions do not contravene any applicable law.”

6. AVN67B/AVN67C

The Lessee may maintain Insurances in respect of the Aircraft for the purposes of this Agreement which incorporate AVN67B, AVN67C and/or AVN99. In that event, to the extent that any provision of AVN67B, AVN67C and/or AVN99 (as applicable) conflicts or is otherwise inconsistent with the requirements of this Agreement relating to Insurances, then (so long as it is general practice to insure aircraft financed or leased on the basis of AVN67B, AVN67C and/or AVN99) that conflicting or inconsistent provision of AVN67B, AVN67C and/or AVN99 (as applicable) shall prevail and the requirements of this Agreement shall be deemed to have been satisfied by the incorporation of AVN67B, AVN67C and/or AVN99 into the Insurances.

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SCHEDULE 6

FORM OF MONTHLY OPERATIONAL REPORT

To: Falcon MSN 2695 Trust (Lessor)

From: Global Crossing Airlines, Inc. (Lessee)

Dated [•]

Terms used in this Report have the meanings given to them in the Lease.

We confirm that during the calendar month (the Period) the following information was true with respect to the Aircraft:

Aircraft MSN: 2695                                     Calendar Month ending:                                 

1. AIRCRAFT UTILIZATION

Aircraft total Flight Hours

Aircraft total Cycles

Flight Hours for the Period

Cycles for the Period

2. CHECK REPORT

Type of last C-Check:

Date of last C-Check:

Total Flight Hours at last C-Check:

Total Cycles at last C-Check:

Next Scheduled C-Check date:

3. ENGINE (OWNED BY THE OWNER) STATUS

	Engine Serial Number	Location	TSN	CSN	EFH for Period	EFC for Period
1.
2.

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4. ENGINE (OWNED BY THE OWNER) – LAST SHOP VISIT REPORT

Engine #1 Serial number	Date of removal
Total Engine Hours at removal	Total Engine Cycles at removal
Reason for removal
Date Re-Installed

Engine #2 Serial number	Date of removal
Total Engine Hours at removal	Total Engine Cycles at removal
Reason for removal
Date Re-Installed

5. APU (CURRENTLY INSTALLED ON THE AIRCRAFT) STATUS

	APU Serial Number	APU Hours SN	APU Cycles SN	APU Hours for Period	APU Cycles for Period
1.

6. ENGINE (OWNED BY THE OWNER) – LAST SHOP VISIT REPORT

APU Serial number	Date of removal
Total APU Hours at removal	Total APU Cycles at removal
Reason for removal
Date Re-Installed

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7. LANDING GEAR (CURRENTLY INSTALLED ON THE AIRCRAFT) STATUS

	Serial Number	CSN	Date of last OH	Cycles at OH	Cycles for Period
Nose
Left main
Right main

For and on behalf of the Lessee

By
	Name:
	Title:

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SCHEDULE 7

FORM OF DEREGISTRATION POWER OF ATTORNEY

Deregistration Power of Attorney

This Deregistration Power of Attorney is made on [•] by Global Crossing Airlines, Inc. (the Lessee) whose registered office is at [•].

(A) We refer to a lease agreement dated [•] with Falcon MSN 2695 Trust (the Lessor) and the Lessee with respect to one (1) Airbus A320-200 aircraft with manufacturer’s serial number 2695 and registration mark [•] (the Aircraft) (the Lease).

(B) This Deregistration Power of Attorney is intended to take effect as a deed.

1. APPOINTMENT

As security for the Lessee’s obligations under the Lease, the Lessee appoints (with the right of substitution and resubstitution and with the right to revoke any substitution or resubstitution granted) each of the Lessor and [•], in its capacity as security trustee (each an Attorney), each with full power and authority in the Lessee’s name and on its behalf to:

(a) represent the Lessee before the [•] (the Aviation Authority) and/or any governmental authority, ministry, agency or department in [•] and to agree the form and content of, approve, complete, sign, seal (if appropriate), execute and deliver (as a deed or otherwise):

(i) any applications, consents, approvals or other documents which may be required in order to effect the deregistration of the Aircraft from the aircraft register in [•];

(ii) any applications, consents, approvals or other documents which may be required in order to obtain export licenses and other governmental consents or approvals from [•];

(b) receive on behalf of the Lessee any such documents as may be issued by the Aviation Authority in relation to the deregistration, repossession and exportation from [•] of the Aircraft; and

(c) take all actions and do all things (including amending or supplementing any documents once executed) that the Attorney may, in his absolute discretion, consider necessary or desirable in connection with the deregistration, repossession and exportation from [•] of the Aircraft.

2. DELEGATION

The Lessee grants each Attorney full power and authority to delegate to such person or persons as it may choose in the exercise of any or all of the powers conferred hereunder.

3. RATIFICATION

The Lessee agrees to ratify and confirm everything lawfully done or lawfully caused to be done by an Attorney under this Deed.

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4. REVOCABILITY

This Deregistration Power of Attorney shall remain in full force and effect until the date occurring one (1) year following the date upon which the leasing of the Aircraft terminates pursuant to the Lease and until such time it shall be irrevocable.

5. INDEMNITY

The Lessee hereby irrevocably and unconditionally undertakes from time to time and at all times to indemnify each Attorney against all actions, proceedings, losses, costs, claims, expenses, demands and liabilities howsoever incurred by such Attorney arising from the exercise or the purported exercise in good faith of any power conferred by this Deregistration Power of Attorney on any such Attorney.

6. GOVERNING LAW

This Deregistration Power of Attorney and any non-contractual obligations arising out of or in connection with this Deregistration Power of Attorney shall be governed by and construed in accordance with the laws of the State of New York.

In witness whereof this Deregistration Power of Attorney has been executed and delivered as a Deed on the date first stated above.

EXECUTED as a DEED by	)
[•]	)
acting through its	)
	)

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SCHEDULE 8

DELIVERY CONDITION

[***]

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SCHEDULE 9

REDELIVERY CONDITION

[***]

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SCHEDULE 10

ADJUSTMENT CHARTS

[Intentionally Omitted as Confidential Information]

[***]

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SCHEDULE 11

FORM OF LESSEE NOTICE OF ASSIGNMENT

Part A

NOTICE OF SECURITY ASSIGNMENT

From: FALCON MSN 2695 TRUST (the “Lessor”)

To:    GLOBAL CROSSING AIRLINES, INC. (the “Lessee”)

                         202_

Dear Sirs:

We refer to the aircraft lease agreement dated                     202_ between Lessor and Lessee (as assigned, transferred, supplemented and amended from time to time, the “Lease”) relating to one Airbus A320-200 aircraft bearing manufacturer’s serial number 2695 together with the engines described therein (the “Aircraft”). All terms defined in the Lease shall, unless the context otherwise requires, have the same meaning herein.

Pursuant to a Credit Agreement dated as of February 14, 2017 (the “Credit Agreement”) among, inter alios, Falcon Aerospace Limited, as Cayman borrower (the “Cayman Borrower”), Falcon Aerospace USA LLC, as USA borrower (together with the Cayman Borrower, the “Borrowers”) and the Lenders named therein, the Borrowers have borrowed Loans to finance, among other things, the acquisition of the Aircraft.

We hereby notify you that:

1. By a Security Trust Agreement dated as of February 14, 2017 (as assigned, assumed, amended, supplemented or otherwise modified from time to time, the “Security Trust Agreement”) among, inter alios, the Lessor, the Borrowers, [                ] as the Security Trustee (the “Security Trustee”) and the other parties named therein, the Lessor has assigned to the Security Trustee, as security, all of its rights, title and interest in, to and under the Aircraft, the Lease and each of the other documents listed in Annex B hereto (the “Lease Documents”), including certain insurance proceeds.

2. We attach as Appendix A a form of letter of quiet enjoyment from the Security Trustee and agree that we shall cause the Security Trustee to execute and deliver to you a letter of quiet enjoyment substantially in such form, concurrently with, and in consideration of your acknowledgement of this Notice of Security Assignment.

3. For good and valuable consideration, the receipt of which is hereby acknowledged, you acknowledge and agree to the following:

(a) From and after the date hereof, all monies that may be payable by you or on your behalf under the Lease Documents shall be paid to the below account unless and until the Security Trustee otherwise directs in writing.

To: [                ]

ABA: [                ]

ACCT: [                ]

Ref: [                ]

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(b) If the Security Trustee delivers a notice (a “Relevant Notice”) to you that it has exercised its rights under the Security Trust Agreement, then you shall thereafter perform, observe and comply with all other terms of the Lease Documents for the benefit of the Security Trustee as if the Security Trustee were named as lessor therein.

4. After issue by the Security Trustee of any Relevant Notice, you shall not recognize the exercise by the Lessor (or the Servicer) of any of its rights and powers under the Lease Documents unless and until requested to do so in writing by the Security Trustee.

5. From and after the date hereof:

(a) the Security Trustee shall be named as sole loss payee and as contract party for the Agreed Value under the hull, spares and war risk insurances required to be maintained by the Lessee under the Lease Documents;

(b) the Security Trustee, the Trustee, the Lessor, the Owner, the Servicer, the Borrowers, the Managing Agent, the Liquidity Facility Provider, the Investors (as defined in the Intercreditor Agreement), and each of their respective shareholders, members, affiliates, subsidiaries, directors, managers, officers, agents, employees and indemnitees, and each of their respective successors and assigns shall be an “Indemnitee” and a “Finance Party” for all purposes of the Lease Documents; and

(c) the following shall be named as additional insureds in accordance with the requirements of the Lease Documents under the aviation and general third party liability insurance required to be maintained by the Lessee under the Lease Documents:

[                ] (not in its individual capacity, but solely as facility agent, trustee, security trustee and operating bank), Falcon MSN 2695 Trust, Dubai Aerospace Enterprise (DAE) Limited (as Servicer), Falcon Aerospace Ireland Limited, Falcon Aerospace Limited (as Cayman Borrower), Falcon Aerospace USA LLC (as USA Borrower), Phoenix American Financial Services, Inc. (as Managing Agent), Crédit Agricole Corporate and Investment Bank (as Liquidity Facility Provider), Dubai Aerospace Enterprise Kft (as an Investor), Glencar Investments II Limited (as an Investor), Helictus S.à r.l. (as an Investor), and each of their respective shareholders, members, affiliates, subsidiaries, directors, managers, officers, agents, employees and indemnitees, and each of their respective successors and assigns.

(d) Each of the following shall be identified as a “Contract” with respect to such policies:

(i) the Intercreditor Agreement, dated as of February 14, 2017, among the Borrowers, [                ], as trustee (in such capacity, the “Trustee”) and facility agent, Phoenix American Financial Services, Inc., as managing agent, and Crédit Agricole Corporate and Investment Bank, as liquidity facility provider (the “Intercreditor Agreement”);

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(ii) the Credit Agreement;

(iii) the Lease;

(iv) the Security Trust Agreement;

(v) this Notice of Security Assignment dated the date hereof from the Lessor to the Lessee;

(vi) the Lessee Acknowledgment dated on or about the date hereof from the Lessee; and

(vii) the Servicing Agreement, dated as of February 14, 2017, among, inter alias, the Borrowers, the Lessor and the Servicer (the “Servicing Agreement”).

6. This Notice and the instructions herein contained are irrevocable until you receive notice in writing to the contrary from the Security Trustee. Please acknowledge receipt of this Notice on the Lessee Acknowledgment provided to you by us, it being provided hereby that your signature on the Lessee Acknowledgment shall confirm your acknowledgment of, and agreement for the benefit of the Security Trustee that the Security Trustee shall not be bound by, nor have any liability for the performance of, any of our obligations under the Lease Documents unless expressly agreed to in writing by the Security Trustee. This Notice shall be governed by, and construed in accordance with, the laws of the State of New York.

Yours faithfully,

For and on behalf of

FALCON MSN 2695 TRUST
By:	Wilmington Trust Company, not in its individual capacity but solely as owner trustee
By:
Name:
Title:

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APPENDIX A – FORM OF QUIET ENJOYMENT LETTER

FORM OF LETTER OF QUIET ENJOYMENT

                 , 202_

TO: GLOBAL CROSSING AIRLINES, INC. (“Lessee”)

Re: Aircraft lease agreement dated                      202_ between Falcon MSN 2695 Trust (“Lessor”) and Lessee (as assigned, transferred, supplemented and amended from time to time, the “Lease”) relating to one Airbus A320-200 aircraft bearing manufacturer’s serial number 2695 together with the engines described therein.

Dear Sirs:

Reference is hereby made to the Lease. Any and all initially capitalized terms used herein shall have the meanings ascribed thereto in the Lease, unless specifically defined herein.

By a Security Trust Agreement dated as of February 14, 2017 among, inter alios, the Lessor, [                ], as the Security Trustee (the “Security Trustee”), and the other parties named therein, the Lessor has assigned to the Security Trustee, as security, all of its rights, title and interest in, to and under the Lease Documents (as defined in the Notice of Security Assignment dated on or about the date hereof from Lessor to Lessee), including certain insurance proceeds.

We confirm to the Lessee that, provided no Event of Default has occurred and is continuing we will not interfere with the Lessee’s right to quiet use and possession of the Aircraft during the Term.

This letter shall be governed by, and construed in accordance with, the laws of the State of New York.

[Signature page follows]

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Very truly yours,

[                ],

as the Security Trustee

By:

Name:

Title:

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APPENDIX B – THE LEASE DOCUMENTS

1. Lease.

2. Acceptance Certificate dated_________202_ (the “Delivery Date”) from Lessee to Lessor.

3. Lease Supplement No. 1 dated the Delivery Date between Lessor and Lessee.

4. Assignment of Insurances dated the Delivery Date between Lessor and Lessee.

5. Assignment of Reinsurances dated the Delivery Date between Lessor and Lessee (if applicable).

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Part B

LESSEE ACKNOWLEDGMENT

From: Global Crossing Airlines, Inc. (the “Lessee”)

To: [                    ] (the “Security Trustee”)

Falcon MSN 2695 Trust (the “Lessor”)

Date:    _______202_

Re:     Airbus A320-200 aircraft bearing manufacturer’s serial number 2695 (the “Aircraft”)

Ladies and Gentlemen:

We acknowledge receipt of a Notice of Security Assignment dated                 202_ (the “Assignment Notice”) relating to the borrowing of loans by Falcon Aerospace Limited and Falcon Aerospace USA LLC (together, the “Borrowers”) and notifying us that, in connection with the borrowing of such loans, pursuant to the Security Trust Agreement, dated February 14, 2017, between, inter alios, the Borrowers, the Lessor and the Security Trustee, the Lessor has assigned to the Security Trustee, by way of security, all of the Lessor’s right, title and interest in and to the aircraft lease agreement dated                 202_ between Lessor and Lessee (as assigned, transferred, supplemented and amended from time to time, the “Lease”) and the Lease Documents. Capitalized terms used herein and not defined shall have the meanings assigned to them in the Assignment Notice.

We acknowledge that the Lessor has advised us that the intent and effect of the assignment by the Lessor of the Lease Documents pursuant to the Security Agreement is to confer upon the Security Trustee, from and after the date of the Assignment Notice, all rights, title and interest of the Lessor under the Lease Documents.

In consideration of our receipt of a quiet enjoyment letter from the Security Trustee substantially in the form attached to the Assignment Notice, receipt of which is hereby acknowledged, we hereby agree as follows with effect from and after the date of the Assignment Notice (except as otherwise specified below):

1. To comply with the provisions of the Assignment Notice.

2. If the Security Trustee issues to us a notice (a “Relevant Notice”) that its rights as assignee under the Security Agreement have become exercisable, we agree that we shall thereafter perform, observe and comply with all our other terms, undertakings and obligations under the Lease Documents in favor and for the benefit of the Security Trustee as if the Security Trustee were named as lessor therein instead of the Lessor.

3. We agree that after issue by the Security Trustee of any Relevant Notice, we shall not recognize the exercise by the Lessor (or the Servicer) of any of its rights and powers under the Lease Documents unless and until requested to do so in writing by the Security Trustee.

4. Effective as of the date of the Assignment Notice:

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(a) the Security Trustee shall be named as sole loss payee and as contract party for the Agreed Value under the hull, spares and war risk insurances required to be maintained by the Lessee under the Lease Documents;

(b) the Security Trustee, [                ] as the Trustee (the “Trustee”), the Lessor, the Owner, the Servicer, the Borrowers, the Managing Agent, the Liquidity Facility Provider, and the Investors (as defined in the Intercreditor Agreement) and each of their respective shareholders, members, affiliates, subsidiaries, directors, managers, officers, agents, employees and indemnitees, and each of their respective successors and assigns shall be an “Indemnitee” and a “Finance Party” for all purposes of the Lease Documents; and

(c) the following shall be named as additional insureds in accordance with the requirements of the Lease Documents under the aviation and general third party liability insurance required to be maintained by the Lessee under the Lease Documents:

[                ] (not in its individual capacity, but solely as facility agent, trustee, security trustee and operating bank), Falcon MSN 2695 Trust, Dubai Aerospace Enterprise (DAE) Limited (as Servicer), Falcon Aerospace Ireland Limited, Falcon Aerospace Limited (as Cayman Borrower), Falcon Aerospace USA LLC (as USA Borrower), Phoenix American Financial Services, Inc. (as Managing Agent), Crédit Agricole Corporate and Investment Bank (as Liquidity Facility Provider), Dubai Aerospace Enterprise Kft (as an Investor), Glencar Investments II Limited (as an Investor), Helictus S.à r.l. (as an Investor), and each of their respective shareholders, members, affiliates, subsidiaries, directors, managers, officers, agents, employees and indemnitees, and each of their respective successors and assigns.

5. Each of the following shall be identified as a “Contract” with respect to such policies:

(a) the Intercreditor Agreement;

(b) the Credit Agreement;

(c) the Lease;

(d) the Security Trust Agreement;

(e) this Notice of Security Assignment dated on or about the date hereof from the Lessor to the Lessee;

(f) the Lessee Acknowledgment dated the date hereof from the Lessee; and

(g) the Servicing Agreement.

6. Effective as of the date of the Assignment Notice, for all purposes of the Lease Documents all monies that may be payable by you or on your behalf under the Lease Documents shall be paid to the below account unless and until the Security Trustee otherwise directs in writing.

To:         [                ]

ABA:     [                ]

ACCT:   [_____]

Ref:        [______ ]

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7. THIS ACKNOWLEDGMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

8. This Acknowledgement and the undertakings contained herein are irrevocable unless we receive notice in writing to the contrary from the Security Trustee.

Very truly yours,

GLOBAL CROSSING AIRLINES, INC.

By:

Name:

Title:

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SCHEDULE 12

LESSOR REFUND – INVOICES

Invoice:

(i) Workscope (routine, non-routine, hard time items, materials);

(ii) Vendor repair and overhaul instructions;

(iii) Engine removal message and report;

(iv) Vendor invoice and billing summary (and for Engines, broken down by major modules);

(v) List of Airworthiness Directives and service bulletins accomplished during maintenance visit, and cost breakdown for each;

(vi) Insurance claims submitted;

(vii) Date of removal;

(viii) Reason for removal;

(ix) Flight Hours and Cycles since last shop visit and since new;

(x) Data supporting Lessee payment of invoices must be submitted for reimbursement;

(xi) FAA Form 337 (or EASA equivalent);

(xii) FAA 8130-3 Serviceable Tag (or EASA equivalent);

(xiii) Vendor tear down report;

(xiv) Current disk sheet for engine;

(xv) Total Flight Hours and Cycles at removal for the relevant maintenance event for Engines, work description per major module, test cell results (including EGT margin), post-test cell full gas path borescope inspection results;

(xvi) Certified back to birth records for any replaced Life-limited Part.

(xvii) Certificate of Release

(xviii) Confirmation in written form from the maintenance performer confirming Lessee has paid in full all invoices related to the maintenance/overhaul.

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SCHEDULE 13

FORM OF LEASE SUPPLEMENT

COUNTERPART NO.         OF 6 SERIALLY NUMBERED, MANUALLY EXECUTED COUNTERPARTS. TO THE EXTENT THAT THIS LEASE SUPPLEMENT CONSTITUTES CHATTEL PAPER UNDER ANY APPLICABLE LAW IN ANY JURISDICTION, NO SECURITY INTEREST IN THIS AIRCRAFT LEASE AGREEMENT MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO. 1.

LEASE SUPPLEMENT NO. 1

THIS AGREEMENT, dated as of […] [                 ] 20[    ], is by and between Falcon MSN 2695 Trust, a [ ENTITY ] organized and existing under the laws of [_PLACE OF FORMATION_] having its principal offices at [ ADDRESS ] (“Lessor”), and Global Crossing Airlines, Inc., a [ ENTITY ] organized and existing under the laws of [ PLACE OF FORMATION ]A, having its principal offices at [ ADDRESS ] (“Lessee”).

WITNESSETH

WHEREAS, Lessor and Lessee have previously entered into that certain Aircraft Lease Agreement, dated as of [    ] [     ] 20[     ] (herein called the “Lease” and the defined terms therein being hereinafter used with the same meaning). The Lease provides for the execution and delivery of a Lease Supplement substantially in the form hereof for the purpose of leasing the Aircraft described below under the Lease as and when delivered by Lessor to Lessee in accordance with the terms thereof.

WHEREAS, the Lease relates to the Aircraft and Engines as more precisely described below. A counterpart of the Lease is attached hereto and this Lease Supplement and the Lease shall form one document.

NOW THEREFORE, for and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lessor and Lessee hereby agree as follows.

1. Lessor hereby delivers and leases to Lessee under the Lease, and Lessee hereby accepts and leases from Lessor under the Lease, that certain Airbus model A320-200 aircraft, bearing Manufacturer’s Serial Number 2695, and the CFM International, Inc. CFM56- 5B4/P Engines, bearing Manufacturer’s Serial Numbers 577495 and 577496 (each of which Engines has 750 or more rated takeoff horsepower or the equivalent of such horsepower) (the “Delivered Aircraft”).

2. The Delivery Date for the lease of the Delivered Aircraft is the date of this Lease Supplement set forth in the opening paragraph hereof.

3. The Lease Period for the Delivered Aircraft shall commence on the date hereof and shall end on the Expiry Date, unless sooner terminated, or extended, in accordance with the terms of the Lease.

4. Lessor and Lessee agree and confirm each of the provisions of Annex A (Certain Commercial Terms) to this Lease Supplement.

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5. Lessee hereby confirms to Lessor that: (i) the Delivered Aircraft and each Engine installed thereon or belonging thereto have been duly marked in accordance with the terms of clause 13.6 (Ownership and security) of the Lease, (ii) Lessee has unconditionally accepted the Delivered Aircraft for all purposes hereof and of the Lease, (iii) Lessee has inspected the Delivered Aircraft and the Delivered Aircraft satisfies the conditions set forth in the Lease and this Lease Supplement constitutes conclusive proof that the Aircraft satisfies such conditions; and (iv) Lessee has no rights and claims against Lessor with respect to the delivery condition of the Aircraft.

6. All of the terms and provisions of the Lease are hereby incorporated by reference in the Lease Supplement to the same extent as if fully set forth herein. Attached hereto as Exhibit A is Schedule 1 (Description of Aircraft) to the Lease.

7. This Lease Supplement may be executed in any number of counterparts, each of which counterparts, except as provided in clause 26.10 (Set-Off) of the Lease, shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same Lease Supplement.

[Remainder of Page Intentionally Left Blank.]

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IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease Supplement to be duly executed as of the day and year first above written.

LESSOR:

Signed for and on behalf of

FALCON MSN 2695 TRUST

By: Wilmington Trust Company, not in its individual capacity but solely as owner trustee

By:

Name:

Title:

LESSEE:

Signed for and on behalf of

GLOBAL CROSSING AIRLINES, INC.

By:

Name:

Title:

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ANNEX A

CERTAIN COMMERCIAL TERMS

[Intentionally Omitted as Confidential Information]

[***]

- 134 -

EXHIBIT A TO LEASE SUPPLEMENT

SCHEDULE 1 TO AIRCRAFT LEASE AGREEMENT

DESCRIPTION OF AIRCRAFT

[To be inserted]

- 135 -

SCHEDULE 14

RENT AND OTHER TERMS

[Intentionally Omitted as Confidential Information]

[***]

- 136 -

LEASE SIGNATURE PAGES

The Lessor

Falcon MSN 2695 Trust

By: Wilmington Trust Company, not in its individual capacity but solely as owner trustee

By: /s/ Robert J. Perkins

Name: Robert J. Perkins

Title: Vice President

AIRCRAFT LEASE AGREEMENT (MSN 2695)

The Lessee

Global Crossing Airlines, Inc.

By: /s/ Edward J Wear

Name: Edward J Wear

Tile: CHMN / CEO

AIRCRAFT LEASE AGREEMENT (MSN 2695)

EX-10.4

Exhibit 10.4

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

LEASE AGREEMENT MSN 2480

dated 04 February 2021

between

Wilmington Trust Company as Owner Trustee for Aircraft MSN 2480 Trust, not in its individual capacity but solely as Owner Trustee under the Trust Agreement

(the “Lessor”)

- and -

GLOBAL CROSSING AIRLINES INC.

(the “Lessee”)

- relating to -

Airbus A321-231 Aircraft, MSN 2480,

equipped with two engines bearing ESN V11437 and V12767

TABLE OF CONTENTS

1.	DEFINITIONS and INTERPRETATION	5
2.	REPRESENTATIONS and WARRANTIES	15
3.	CONDITIONS PRECEDENT	18
4.	COMMENCEMENT	21
5.	PAYMENTS	23
6.	MANUFACTURER’S WARRANTIES	28
7.	LESSOR’S COVENANTS and DISCLAIMERS	29
8.	LESSEE’S COVENANTS	31
9.	INSURANCE	42
10.	INDEMNITY	45
11.	EVENTS OF LOSS	47
12.	RETURN OF AIRCRAFT	49
13.	DEFAULT	51
14.	ASSIGNMENT, TRANSFER and FINANCING	56
15.	GOVERNING LAW AND JURISDICTION	59
16.	MISCELLANEOUS	60
	SCHEDULE 1 – DESCRIPTION OF AIRCRAFT	65
	SCHEDULE 2 – OPERATING CONDITION AT DELIVERY	68
	SCHEDULE 3 – OPERATING CONDITION AT REDELIVERY	73
	SCHEDULE 4 – INSURANCE REQUIREMENTS	78
	SCHEDULE 5 – REIMBURSEMENT BY LESSOR FROM SUPPLEMENTAL RENT AMOUNTS	80
	SCHEDULE 6 – CERTIFICATE OF ACCEPTANCE	82
	SCHEDULE 7 – CERTIFICATE OF DELIVERY CONDITION	83
	SCHEDULE 8 – FORM OF IDERA	87
	SCHEDULE 9 – MONTHLY UTILIZATION AND STATUS REPORT	88

LEASE AGREEMENT MSN 2480

This LEASE AGREEMENT MSN 2480, dated 04 February 2021 (the “Signing Date”), is between:

(1) Wilmington Trust Company as Owner Trustee for Aircraft MSN 2480 Trust, not in its individual capacity but solely as Owner Trustee under the Trust Agreement, having its principal place of business at 1100 North Market Street, Wilmington, Delaware, 19890-1605 (the “Lessor”), and

(2) Global Crossing Airlines Inc., a private company incorporated under the laws of the State of Delaware, United States of America, whose registered office is at Building 5A, Miami Int’l Airport, Miami, Florida, US (the “Lessee”).

RECITALS:

(A) Prior to Delivery Lessor shall be the owner of the Airbus A321-231 aircraft bearing manufacturer’s serial number 2480.

(B) Lessor wishes to lease the Aircraft to Lessee, and Lessee agrees to lease the Aircraft from Lessor, upon and subject to the covenants, terms and conditions set out in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration whose receipt and sufficiency are acknowledged, Lessor and Lessee agree as follows:

1. DEFINITIONS and INTERPRETATION

1.1.Definitions

In this Agreement the following expressions shall, unless the context otherwise requires, have the following respective meanings:

Affiliate	in relation to any Person, any other Person controlled directly or indirectly by that Person, any other Person that controls directly or indirectly that Person or any other Person under common control with that Person. For this purpose, “control” of any Person means ownership of a majority of the voting power of such Person.
Agreed Maintenance Performer	Manufacturer or reputable maintenance organization that is (i) experienced in maintaining aircraft and/or engines of the same type as the Aircraft and the Engines, (ii) duly certificated by EASA or FAA under Part 145, and by the Aviation Authority, and (iii) not unreasonably objected to by Lessor pursuant to Section 7.4.
Agreed Value	US$14,000,000
Aircraft	the aircraft described in Part l of Schedule 1 (which term includes, where the context admits, a separate reference to Airframe, all Engines, Parts and Aircraft Documents).
Aircraft Documents	the documents, data and records identified in or pursuant to Part 2 of Schedule 1 and all additions, renewals, revisions and replacements from time to time made in accordance with this Agreement.
Airframe	the Aircraft, excluding the Engines and the Aircraft Documents.

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Airframe Manufacturer	Airbus.
Applicable Law	all applicable (i) laws, treaties and international agreements of any national government, (ii) laws of any state, province, territory, locality or other political subdivision of a national government, and (iii) rules, regulations, judgments, decrees, orders, injunctions, writs, directives, licenses and permits of any Government Entity or arbitration authority.
Approved Maintenance Program	the maintenance program of Lessee approved by Lessor in writing on or before the Delivery Date, which shall at all times be in compliance with the Airframe Manufacturer’s MPD and the Engine Manufacturer’s MPD, as the same may be amended from time to time in accordance with this Agreement.
APU	(i) the auxiliary power unit listed in Schedule 1, (ii) any and all Parts, so long as such Parts are incorporated in, installed on or attached to such auxiliary power unit or so long as title to such Parts is vested in Lessor in accordance with the terms of Section 8.17 after removal from such auxiliary power unit, and (iii) insofar as the same belong to Lessor, all substitutions, replacements or renewals from time to time made in or to such auxiliary power unit or to any of the Parts referred to in clause (ii) above, as required or permitted under this Agreement.
ATC/Airport Authority	any air traffic control authority, including Eurocontrol, and any airport authority with jurisdiction over any aircraft operated by Lessee or any sublessee.
Aviation Authority	any and all Government Entities that, under the laws of the State of Registration, from time to time (i) have control or supervision of civil aviation; or (ii) have jurisdiction over the registration, airworthiness or operation of, or matters relating to, the Aircraft.
Basic Rent	all amounts payable pursuant to Section 5.3(a).
Beneficiary	means Albifrons Ltd., a limited liability company incorporated under the laws of Ireland.
Business Day	a day (other than a Saturday or Sunday) on which business of the nature required by this Agreement is carried out in the city in which Lessee’s office listed in Section 16.10(b) is located.
Certificate of Acceptance	a certificate in the form attached as Schedule 6 to be completed and executed by Lessor and Lessee at the time of Delivery.
Certificate of Delivery Condition	a certificate in the form attached as Schedule 7 to be completed and executed by Lessor and Lessee at the time of Delivery.
Commitment Fee	US$375,000 (Three Hundred Seventy Five Thousand US Dollars).
CPCP	Lessee’s Corrosion Prevention and Control Program that is a part of the Approved Maintenance Program.

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Cycle	One take-off and landing of an airframe.
Damage Notification Threshold	US$250,000 (Two Hundred and Fifty Thousand US Dollars).
Default	any Event of Default and any event which with the giving of notice, lapse of time, determination of materiality or fulfilment of other condition or any combination of the foregoing would constitute an Event of Default.
Default rate	at any time and from time to time, 8.0%, compounded monthly and calculated on the basis of the actual number of days elapsed and on a 360 day year.
Delivery	the delivery of the Aircraft to Lessee in accordance with the terms of this Agreement.
Delivery Date	the date on which Delivery takes place.
Delivery Flight	Aircraft ferry flight from its current location in Tallinn, Estonia to the Delivery Location, as specified in Section 4.2(e)(ii).
Delivery Location	Miami, Florida, USA or another mutually agreed location.
IDERA	means the deregistration power of attorney, the irrevocable deregistration and export request authorisation (IDERA) issued, or as the context may require, to be issued by the Lessee substantially in the form set forth in Schedule 8 to the Lessor and any Lessor financier.
Dollars and $	the lawful currency of the United States of America.
EASA	the European Aviation Safety Agency which was established with the adoption of Regulation No. 1592/2002 by the European Parliament and the Council on July 15, 2002, and any Person succeeding to all or any of its or their functions.
Engine	whether or not installed on the Aircraft: (a)   each engine of the manufacture, model and serial number specified in Part 1 of Schedule 1, title to which shall belong to Lessor; or (b)   any engine which replaces that engine, title to which passes to Lessor in accordance with Section 8.17(a); and in each case includes all modules and Parts from time to time belonging to, installed in or appurtenant to that engine.
Engine Loss	the occurrence, with respect to an Engine, of one of the events set forth in clauses (a) through (d) of the definition of “Total Loss” as if references to the “Airframe” were to such “Engine”.
Engine Loss Date	the relevant date determined in accordance with the definition of “Total Loss Date” as if that definition applied to an Engine Loss.

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Engine Manufacturer	International Aero Engines.
Equipment Change	any modification, alteration, addition to or removal from the Aircraft during the Term.
Eurocontrol	the European Organization for the Safety of Air Navigation.
Event of Default	an event specified in Section 13.1.
Excusable Delay	with respect to delivery of the Aircraft, delay or non-performance due to or arising out of acts of God or public enemy, civil war, insurrection or riot, fire, flood, explosion, earthquake, serious accident, restriction, import restriction, any act of government, governmental priority, allocation, regulation or order affecting directly or indirectly, the Aircraft, any manufacturer, Lessor or any materials or facilities, strike or labor dispute causing cessation, slowdown or interruption of work, inability after due and timely diligence to procure equipment, data or materials from manufacturers, suppliers, any existing owner, seller or lessee in a timely manner, damage, destruction or loss, adverse weather conditions preventing any services, inspections or flights of the Aircraft to the extent that such cause is beyond the control of Lessor, whether above mentioned or not and whether or not similar to the foregoing.
Expiry Date	the Scheduled Expiry Date or, if earlier, the date on which: (a)   the Aircraft has been redelivered in accordance with this Agreement and all obligations of Lessee have been satisfied; or (b)   Lessor receives the Agreed Value following a Total Loss and any other amounts then due and owing in accordance with this Agreement.
FAA	Federal Aviation Administration of United States of America.
Final Delivery Date	2 April 2021, or other mutually agreed date.
Financial Indebtedness	any indebtedness in respect of: (a)   moneys borrowed; (b)   any liability under any debenture, bond, note, loan stock, acceptance credit, documentary credit, finance lease or other security; (c)   the acquisition cost of any asset to the extent payable before or after the time of acquisition or possession; or (d)   any guarantee, indemnity or similar assurance against financial loss of any Person in respect of the above.
Financing Documents	any loan agreement, credit agreement or similar agreement between Lessor and any Financing Party under which funds are advanced to Lessor or any Affiliate of Lessor whereby the obligations of Lessor or any Affiliate of Lessor to such Financing Parties relate to the Aircraft or the Operative Agreements.

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Financing Security Document	any Financing Document whereby Lessor grants to a Financing Party a Security Interest in the Aircraft and/or in its right, title and interest in this Agreement and any other Operative Documents.
Financing Parties	collectively (i) any Person that has advanced funds to Lessor or an Affiliate of Lessor pursuant to a Financing Document, (ii) any Person that holds a Security Interest in the Aircraft or the Lessor’s right, title and interest in any Operative Document to secure the Lessor’s and/or any Affiliate’s obligations under Financing Documents, (iii) any agent, loan agent, trustee, security trustee, collateral trustee or similar Person acting pursuant to any Financing Document, and (iv) the successors and permitted assigns of such Persons.
Flight Hour	each hour or part thereof (rounded up to one decimal place) elapsing from the moment the wheels of the Airframe leave the ground on take-off until the moment the wheels of the Airframe next touch the ground.
GAAP	generally accepted accounting principles as in effect from time to time in the State of Organization and, subject to changes in such principles from time to time, consistently applied in accordance with the past practices of a Person.
Government Entity	(a)   any national, state or local government, political subdivision thereof or local jurisdiction therein; (b)   any board, commission, department, division, instrumentality, court, agency or political subdivision thereof; and (c)   any association, organization or institution of which any of the above is a member or to whose jurisdiction any thereof is subject or in whose activities any of the above is a participant.
Habitual Base	the State of Organization or, subject to the prior written consent of Lessor, any other state, province or country in which the Aircraft is for the time being habitually based.
Hull Insurance Deductible	US $750,000
IATA	the International Air Transport Association.
Indemnities	Lessor, Beneficiary, Magnetic MRO AS, as well respective successors and assigns of such Persons and the, members, partners, Affiliates, directors, officers, corporate shareholders, employees, agents and servants of such Persons.
Insurances	as defined in Section 9.1.
Landing Gear	the landing gear assembly of the Aircraft excluding the wheels and brake units.
Lessee Installed Part	a Part installed on the Aircraft after Delivery not in replacement for any Part and not required under Applicable Law on the Aircraft title to which is held

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	by Lessee subject to a Security Interest in favor of an unrelated third party or title to which is held by an unrelated third party and such Part is leased or conditionally sold to Lessee.
Lessor Lien	(a)   any Security Interest from time to time created by or arising through Lessor or any Financing Party in connection with the financing or refinancing of the Aircraft; (b)   any other Security Interest in respect of the Aircraft that results from acts or omissions of, or claims against, Lessor or any Financing Party not related to the operation of the Aircraft or the transactions contemplated by or permitted under this Agreement; and (c)   Security Interests in respect of the Aircraft for Non-Indemnified Taxes.
LLPs	Life limited Parts.
Maintenance Program	an Aviation Authority approved maintenance program for the Aircraft encompassing scheduled maintenance, condition monitored maintenance and/or on-condition maintenance of Airframe, Engines and Parts, including servicing, testing, preventative maintenance, repairs, structural inspections, system checks, overhauls, approved modifications, service bulletins, engineering orders, airworthiness directives, corrosion control, inspections and treatments.
Mandatory Equipment Change	an Equipment Change that is required by or performed to comply with an airworthiness directive of the Aviation Authority or EASA or a Manufacturer’s service bulletin.
Manufacturer	with respect to the Airframe, Engine or any Part of the Aircraft, the Airframe Manufacturer, Engine Manufacturer or manufacturer of such Part, respectively.
Minimum Liability Coverage	$600,000,000.00 each occurrence.
MPD	for any Manufacturer, such Manufacturer’s maintenance planning document or EMP-Engine MFG maintenance program/planning guide.
Non-Indemnified Taxes	(a)   Taxes imposed as a direct result of activities of any Tax Indemnitee in the jurisdictions imposing the liability unrelated to such Tax Indemnitee’s dealings with Lessee pursuant to this Agreement or to the transactions contemplated by this Agreement or the operation of the Aircraft by Lessee; (b)   Taxes imposed on the income, profits or gains of any Tax Indemnitee (i)by any Government Entity in the jurisdictions where such Tax Indemnitee is incorporated, formed or organized or has its principal place of business, or (ii) by any Government Entity in any other jurisdiction where such Tax Indemnitee is liable for such Taxes and such liability has or would have arisen in the absence of the transactions contemplated by this Agreement;

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	(c)   Taxes imposed with respect to any period commencing or event occurring before the date of this Agreement or after the Expiry Date and unrelated to any Tax Indemnitee’s dealings with Lessee pursuant to this Agreement or to the transactions contemplated by this Agreement; (d)   Taxes imposed as a direct result of the sale or other disposition of the Aircraft, unless such sale or disposition occurs as a consequence of an Event of Default; (e)   Taxes imposed by a taxing jurisdiction for a particular tax period in which none of the following is true for that tax period: (i) the operation, registration, location, presence or use of the Aircraft, the Airframe, any Engine or any Part thereof in such jurisdiction, (ii) the place of incorporation, commercial domicile or other presence in such jurisdiction of Lessee, any sublessee or any user of or Person in possession of the Aircraft, the Airframe, any Engine or any Part thereof in such jurisdiction, or (iii) any payments made under this Agreement and related documents being made from such jurisdiction; (f)   Taxes to the extent caused by the gross negligence or willful misconduct of any Tax Indemnitee; and (g)   Taxes to the extent caused by a failure by any Tax Indemnitee to furnish in a timely manner notice or information that it is required to furnish to Lessee by the terms of this Agreement.
Operative Documents	this Agreement, the Certificate of Acceptance, the Certificate of Delivery Condition, the IDERA.
Part	whether or not installed on the Aircraft: (a)   any component, furnishing or equipment (other than a complete Engine) furnished with, installed on or appurtenant to the Airframe and Engines on Delivery; and (b)   any other component, furnishing or equipment (other than a complete Engine) title to which has, or should have, passed to Lessor pursuant to this Agreement, but excludes any such items title to which has, or should have, passed to Lessee pursuant to Section 8.17 and any Lessee Installed Part.
Permitted Lien	(a)   any lien for Taxes not assessed or, if assessed, not yet due and payable, or being contested in good faith by appropriate proceedings; (b)   any lien of a repairer, mechanic, carrier, hangar keeper, unpaid seller or other similar lien arising in the ordinary course of business or by operation of law in respect of obligations which are not overdue in accordance with Applicable Law (or, if applicable, generally accepted accounting principles and practices in the relevant jurisdiction) or are being contested in good faith by appropriate proceedings; and (c)   any Lessor Lien;

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	but only if, in the case of (a) and (b), (i) adequate reserves have been provided by Lessee for the payment of the Taxes or obligations in accordance with GAAP; and (ii) such proceedings, or the continued existence of the lien, do not give rise to any reasonable likelihood of the sale, forfeiture or other loss of the Aircraft or any interest therein or of criminal liability on the part of Lessor or any Financing Party.
Person	any individual, corporation, partnership, limited liability company, limited liability partnership, joint venture, association, joint stock company, trust, unincorporated organization or Government Entity.
Prohibited Country	any of Albania, Afghanistan, Armenia, Azerbaijan, Belize, Bolivia, Bosnia and Herzegovina, Cambodia, Cameroon, Cape Verde, Ecuador, Equatorial Guinea, Eritrea, Ethiopia, Gambia, Georgia, Ghana, Grenada, Guyana, Haiti, Iran, Iraq, Kyrgyz Republic, Laos, Libya, Madagascar, Malawi, Moldova, Myanmar, Namibia, New Caledonia, Nigeria, North Korea, Sao Tome and Principe, Senegal, Serbia and Montenegro, Solomon Islands, Sudan, Syria, Turkmenistan, Uganda, Uzbekistan, Yemen, Zambia and Zimbabwe.
Redelivery Location	location in EU, UK or US designated by Lessor.
Rent	collectively, all Basic Rent and Supplemental Rent.
Rent Date	the fifteenth (15th) calendar day following the Delivery Date and the corresponding day of each calendar month during the Term or, for any calendar month that does not have a corresponding day, the last day of such calendar month.
Rental Period	each period ascertained in accordance with Section 5.2.
Scheduled Delivery Date	15 March 2021 or such other date mutually agreed by Lessor and Lessee.
Scheduled Expiry Date	the day corresponding to the Delivery Date in the twenty forth (24th) calendar month after the month in which the Delivery Date occurs or, if such calendar month does not have a corresponding day, the last day of such calendar month.
Security Interest	any security interest, mortgage, charge, pledge, lien, encumbrance, claim, assignment, hypothecation, right of set-off or other agreement or arrangement having the effect of creating a security interest.
SRM	the Airframe Manufacturer’s structural repair manual.
State of Organization	Delaware, United States.
State of Registration	Delaware, United States.
Subsidiary	(a)   in relation to any reference to accounts, any company wholly or partially owned by Lessee whose accounts are consolidated with the accounts of the Lessee in accordance with accounting principles generally accepted under accounting standards of the State of Organization; and

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	(b)   for any other purpose, an entity from time to time: (i) of which another has direct or indirect control or owns directly or indirectly more than 50% of the voting share capital; or (ii)  which is a direct or indirect subsidiary of another under the laws of the jurisdiction of its incorporation.
Supplemental Rent	all amounts, liabilities and obligations (other than Rent) that Lessee assumes or agrees to pay under this Agreement to Lessor or any other Person, including payment of Commitment Fee, Engine Performance Restoration Supplemental Rent, Engine LLP Supplemental Rent, Airframe Supplemental Rent, NGS Supplemental Rent, indemnities and the Agreed Value.
Tax Indemnitees	collectively, (i) Lessor, (ii) any Financing Party, (iii) Beneficiary (iv) the respective successors and assigns of Lessor and each Financing Party, and (v) the affiliated group of entities and each member thereof of which each Person listed in clauses (i) through (iv) of this definition is or shall become a member if such group shall file a consolidated income tax return.
Taxes	all present and future taxes, levies, imposts, duties or charges in the nature of taxes, whatever and wherever imposed, including customs duties, value added taxes or similar taxes and any franchise, transfer, sales, use, business, occupation, excise, personal property, stamp or other tax or duty imposed by any national or local taxing or fiscal authority or agency, together with any withholding, penalties, additions to tax, fines or interest thereon or with respect thereto.
Term	the period commencing on the Delivery Date and ending on the Expiry Date or any later date pursuant to Section 12.4.
Total Loss	with respect to the Airframe: (a)   the actual, arranged or constructive total loss of the Airframe (including any damage to the Airframe which results in an insurance settlement on the basis of a total loss, or requisition for use or hire which results in an insurance settlement on the basis of a total loss); (b)   the Airframe being destroyed, damaged beyond repair or permanently rendered unfit for normal use for any reason whatsoever; (c)   the requisition of title, or other compulsory acquisition, capture, seizure, deprivation, confiscation or detention for any reason of the Airframe by the government of the State of Registration (whether de jure or de facto), but excluding requisition for use or hire not involving requisition of title; or (d)   the hi-jacking, theft, condemnation, confiscation, seizure or requisition for use or hire of the Airframe which deprives any Person permitted by this Agreement to have possession and/or use of the Airframe for more than 60 consecutive days.

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Total Loss Date	(a)   in the case of an actual total loss, the actual date on which the loss occurs or, if such date is unknown, the day on which the Aircraft was last heard of; (b)   in the case of any of the events described in sub-paragraph (a) of the definition of “Total Loss” (other than an actual total loss), the earlier of (i) 30 days after the date on which notice claiming such total loss is given to the relevant insurers, and (ii) the date on which such loss is admitted or compromised by the insurers; (c)   in the case of any of the events described in sub-paragraph (b) of the definition of “Total Loss”, the date on which such destruction, damage or rendering unfit occurs; (d)   in the case of any of the events described in sub-paragraph (c) of the definition of “Total Loss”, the date on which the relevant requisition of title or other compulsory acquisition, capture, seizure, deprivation, confiscation or detention occurs, and (e)   in the case of any of the events described in sub-paragraph (d) of the definition of “Total Loss”, the expiry of the period of 60 days referred to in such sub-paragraph (d); and in each case, the Total Loss shall be deemed to have occurred at noon Greenwich Mean Time on such date.
Trust Agreement	means the Trust Agreement dated                2021 between the Beneficiary and WILMINGTON TRUST COMPANY in its individual capacity.
Voluntary Equipment Change	an Equipment Change other than a Mandatory Equipment Change.

1.2. Interpretation.

(a) In this Agreement, unless the contrary intention is stated, a reference to:

(i) each of “Lessor”, “Lessee”, “Financing Party” or any other Person includes without prejudice to the provisions of this Agreement any successor in title to it and any permitted assignee;

(ii) words importing the plural shall include the singular and vice versa;

(iii) the term “including”, when used in this Agreement, means “including without limitation” and “including but not limited to”;

(iv) any document shall include that document as amended, novated or supplemented from time to time unless expressly stated to the contrary; and

(v) a law (1) includes any statute, decree, constitution, regulation, order, judgment or directive of any Government Entity; (2) includes any treaty, pact, compact or other agreement to which any Government Entity is a signatory or party; (3) includes any judicial or administrative interpretation or application thereof; and (4) is a reference to that provision as amended, substituted or re-enacted.

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(b) A “Section”, “Schedule” or “Paragraph” is a reference to a section of, a schedule to or paragraph to this Agreement.

(c) The headings in this Agreement are to be ignored in construing this Agreement.

2. REPRESENTATIONS and WARRANTIES

2.1. Lessee’s Representations and Warranties

Lessee represents and warrants to Lessor as follows:

(a) Status: Lessee is a corporation duly organized, validly existing and in good standing under the laws of the State of Organization, has the corporate power to own its assets and carry on its business as it is being conducted and is (or will at the relevant time be) the holder of all necessary air transportation licenses required in connection therewith and with the use and operation of the Aircraft.

(b) Power and Authority: Lessee has the power to enter into and perform, and has taken all necessary corporate action to authorize the entry into, performance and delivery of, each of the Operative Documents and the transactions contemplated by the Operative Documents.

(c) Execution and Delivery: Lessee has duly executed and delivered this Agreement, and on or before Delivery, as applicable, shall have duly executed and delivered each of the Operative Documents to which Lessee is a party.

(d) Legal validity: Each of the Operative Documents to which Lessee is a party constitutes Lessee’s legal, valid and binding agreement, enforceable against Lessee in accordance with its terms.

(e) Non-conflict: The entry into and performance by Lessee of, and the transactions contemplated by, the Operative Documents to which Lessee is a party do not and will not:

(i) with any Applicable Laws binding on Lessee;

(ii) conflict with the constitutional documents of Lessee; or

(iii) conflict with or result in default under any document which is binding upon Lessee or any of its assets, or result in the creation of any Security Interest over any of its assets, other than Permitted Liens.

(f) Authorization: All authorizations, consents and registrations required by, and all notifications to be given by, Lessee in connection with the entry into, performance, validity and enforceability of, the Operative Documents and the transactions contemplated by the Operative Documents have been (or will on or before Delivery have been) obtained, effected or given (as appropriate) and are (or will on their being obtained or effected be) in full force and effect.

(g) No Immunity:

(i) Lessee is subject to civil and commercial law with respect to its obligations under this Agreement.

(ii) Neither Lessee nor any of its assets is entitled to any right of immunity and the entry into and performance of the Operative Documents by Lessee constitute private and commercial acts.

(h) Financial Statements: the audited consolidated financial statements of Lessee and its Subsidiaries most recently delivered to Lessor:

(i) have been prepared in accordance with GAAP; and

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(ii) fairly present the consolidated financial condition of the Lessee and its Subsidiaries as at the date to which they were drawn up and the consolidated results of operations of the Lessee and its Subsidiaries for the periods covered by such statements.

(i) Restricted Countries: Lessee does not hold a contract or other obligation to, and does not, operate the Aircraft to or from any of the countries that are the subject of sanctions under U.N. Security Council, EU or US directives.

(j) Pari Passu: The obligations of Lessee under the Operative Documents rank at least pari passu with all other present and future unsecured and unsubordinated obligations (including contingent obligations) of Lessee, with the exception of such obligations as are mandatorily preferred by law and not by virtue of any contract.

(k) Choice of Law: The choice by Lessee of the law of New York to govern this Agreement as set out in Section 15.1 and the submission by the Lessee to the non-exclusive jurisdiction of the courts as set out in Section 15.2 are valid and binding.

(l) Allowances: Lessee has not claimed and will not claim any capital or depreciation allowances in respect of the Aircraft.

2.2. Lessee’s Further Representations and Warranties

Lessee further represents and warrants to Lessor that:

(a) No Default:

No Default or Event of Default has occurred and is continuing or might reasonably be expected to result from the entry into or performance of any of the Operative Documents.

(b) Registration:

(i) It is not necessary or advisable under the laws of the State of Organization, the State of Registration or the Habitual Base in order to ensure the validity, effectiveness and enforceability of the Operative Documents or to establish, perfect or protect the property rights of Lessor or any Financing Party in the Aircraft that any instrument relating to this Agreement be filed, registered or recorded or that any other action be taken or, if any such filings, registrations, recordings or other actions are necessary, the same have been effected or will have been effected on or before Delivery;

(ii) Under all Applicable Laws, including the laws of the State of Organization, the State of Registration and the Habitual Base, the property rights of Lessor and any Financing Parties notified to Lessee in the Aircraft have been fully established, perfected and protected and this Agreement will have priority in all respects over the claims of all creditors of Lessee, with the exception of such claims as are mandatorily preferred by law and not by virtue of any contract.

(c) Litigation: No litigation, arbitration or administrative proceedings are pending or, to Lessee’s knowledge, threatened against Lessee that, if adversely determined, would have a material adverse effect upon its financial condition or business or its ability to perform its obligations under the Operative Documents.

(d) Taxes: Lessee has delivered all necessary returns and payments due to all tax authorities having jurisdiction over Lessee, including those in the State of Organization, the State of Registration and the Habitual Base, and Lessee is not required by law to deduct or withhold any Taxes from any payments under this Agreement.

(e) Material Adverse Change: No material adverse change in the financial condition of Lessee has occurred since the date of the financial statements most recently provided to Lessor on or before the Delivery Date.

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(f) Information: The financial and other information furnished by Lessee in connection with the Operative Documents does not contain any untrue statement of material fact or omit to state any fact the omission of which makes the statements therein, in light of the circumstances under which they were made, materially misleading, and does not omit to disclose any material matter. All forecasts and opinions contained in the financial and other information furnished by Lessee in connection with the Operative Documents were honestly made on reasonable grounds after due and careful inquiry by Lessee.

(g) Air Traffic Control: Lessee is not in default in the payment of any sums due by Lessee to any ATC/Airport Authority in respect of any aircraft operated by Lessee.

(h) Insurances: Neither the Insurances nor any part thereof will be, on the Delivery Date, subject to any Security Interest save for any Permitted Lien or as may be created pursuant to the Operative Documents.

(i) Withholding Taxes: All payments to be made by Lessee under the Operative Documents shall be made by Lessee free and clear of, and without deduction for, any Taxes and no deductions or withholdings are required to be made therefrom and the execution or delivery or performance by Lessee or Lessor of the Operative Documents will not result in the Lessor—

(i) having any liability in respect of Taxes in the State of Organization, State of Registration or Habitual Base; or

(ii) having or being deemed to have a place of business in the State of Organization, State of Registration or the Habitual Base.

2.3. Repetition

The representations and warranties in Section 2.1 and Section 2.2 will survive the execution of this Agreement. The representations and warranties contained in Section 2.1 and Section 2.2 will be deemed to be repeated by Lessee immediately before the Delivery Flight and on Delivery with reference to the facts and circumstances then existing. The representations and warranties contained in Section 2.1 will be deemed to be repeated by Lessee on each Rent Date as if made with reference to the facts and circumstances then existing.

2.4. Lessor’s Representations and Warranties

Lessor represents and warrants to Lessee that:

(a) Status: Lessor is a limited liability company duly formed and validly existing under the laws of Delaware. Lessor owns the Aircraft has the power to carry on the business contemplated of Lessor under the Operative Documents.

(b) Power and Authority: Lessor has the power to enter into and perform, and has taken all necessary action to authorize the entry into, performance and delivery of, the Operative Documents and the transactions contemplated by the Operative Documents.

(c) Enforceability: Each of the Operative Documents constitutes Lessor’s legal, valid and binding agreement, enforceable against Lessor in accordance with its terms.

(d) Non-conflict: The entry into and performance by Lessor of, and the transactions contemplated by, the Operative Documents do not and will not:

(i) conflict with any Applicable Laws binding on Lessor;

(ii) with the organizational documents of Lessor; or

(iii) conflict with or result in a default under any document that is binding upon Lessor or any of its assets.

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(e) Authorization: So far as concerns the obligations of Lessor, all authorizations, consents, registrations and notifications required in connection with the entry into, performance, validity and enforceability of, and the transactions contemplated by, the Operative Documents by Lessor have been (or will on or before Delivery have been) obtained or effected (as appropriate) and are (or will on their being obtained or effected be) in full force and effect.

(f) No Immunity:

(i) Lessor is subject to civil and commercial law with respect to its obligations under the Operative Documents.

(ii) Neither Lessor nor any of its assets is entitled to any right of immunity and the entry into and performance of the Operative Documents by Lessor constitute private and commercial acts.

(g) Right to Lease: On the execution date of this Agreement and on the Delivery Date, Lessor shall have the right to lease the Aircraft to Lessee under this Agreement.

(h) Litigation: No litigation, arbitration or administrative proceedings are pending or, to Lessor’s knowledge, threatened against Lessor that, if adversely determined, would have a material adverse effect upon its financial condition or business or its ability to perform its obligations under the Operative Documents.

(i) Material Adverse Change: No material adverse change in the financial condition of Lessor has occurred since the date of the financial statements most recently provided to Lessee on or before the Delivery Date.

2.5. Repetition

The representations and warranties in Section 2.4 will survive the execution of this Agreement. The representations and warranties contained in Section 2.4 will be deemed to be repeated by Lessor on Delivery as if made with reference to the facts and circumstances then existing.

3. CONDITIONS PRECEDENT

3.1. Lessor’s Documentary Conditions Precedent

Lessor’s obligation to lease the Aircraft to Lessee under this Agreement is subject to the receipt of the following by Lessor from Lessee no less than three Business Days before Delivery Flight in form and substance satisfactory to Lessor, provided, that it shall not be a condition precedent to the obligations of Lessor that any document be produced, or action taken, which is to be produced or taken by Lessor or any Person within its control:

(a) Constitutional Documents: a copy of the constitutional documents of Lessee, together with an English translation thereof;

(b) Resolutions: a true copy of a resolution of the board of directors (or the equivalent) of Lessee approving the terms of, and the transactions contemplated by, the Operative Documents to which it is a party, resolving that it enter into the Operative Documents to which it is a party, and authorizing a specified individual or individuals to execute the Operative Documents to which it is a party and accept delivery of the Aircraft on its behalf;

(c) Operative Documents: a copy of each of the Operative Documents, duly executed by each party thereto other than Lessor, including the chattel paper original counterpart of this Agreement;

(d) Legal Opinion: a legal opinion, in form and substance satisfactory to Lessor, in respect of Lessee’s obligations under the Operative Documents and Aircraft registration in the State or Registration issued by independent legal counsel to Lessee acceptable to Lessor;

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(e) Approvals: evidence of the issuance of each approval, license and consent which may be required in relation to, or in connection with, the performance by Lessee of its obligations under the Operative Documents;

(f) Filings and Registrations: evidence that all filings, registrations, recordings and other actions have been taken or made that are necessary or advisable to ensure the validity, effectiveness and enforceability of the Operative Documents and to protect the property rights of Lessor in the Aircraft;

(g) Licenses: copies of Lessee’s air transport license, air operator’s certificate and all other licenses, certificates and permits required by Lessee in relation to, or in connection with, the operation of the Aircraft;

(h) Certificate: a certificate of a duly authorized officer of Lessee:

(i) setting out a specimen of each signature of an officer of Lessee referred to in Section 3.1(b); and

(ii) certifying that each copy of a document specified in this Section 3.1 is correct, complete and in full force and effect;

(i) Insurances: certificates of insurance, certificates of reinsurance, insurance brokers’ undertakings, reinsurance broker’s undertakings and other evidence satisfactory to Lessor that Lessee is taking the required steps to ensure due compliance with the provisions of this Agreement as to insurances with effect on and after Delivery;

(j) Registration; Filings: evidence that the Aircraft has been validly registered under the laws of the State of Registration and that all filings, registrations, recordings and other actions have been or will be taken which are necessary to ensure the validity, effectiveness and enforceability of the Operative Documents and to protect the rights of Lessor in the Aircraft, or Lessee shall have provided evidence and assurances satisfactory to Lessor that the Aircraft will be registered with the Aviation Authority promptly upon Delivery;

(k) ATC/Airport Authority: letters from Lessee addressed to any ATC/Airport Authority designated by Lessor pursuant to which Lessee authorizes such authority to issue to Lessor, upon Lessor’s request from time to time, a statement of account of all sums due by Lessee to such authority in respect of all aircraft (including the Aircraft) operated by Lessee;

(l) Acceptance by Process Agent: a letter from the process agent appointed by Lessee pursuant to Section 15.4(a) accepting its appointment;

(m) Aviation Authority Letter: a letter from the appropriate Aviation Authority (if available) confirming that, upon the occurrence of an Event of Default under this Agreement and a request for deregistration by Lessor, the Aviation Authority will deregister the Aircraft and authorize the export of the Aircraft from the State of Registration; and

(n) General: such other documents as Lessor may reasonably request.

3.2. Lessor’s Other Conditions Precedent

The obligation of Lessor to deliver and lease the Aircraft under this Agreement is also subject to the following additional conditions precedent:

(a) Representations and Warranties: the representations and warranties of Lessee under Sections 2.1 and 2.2 are correct and would be correct if repeated immediately prior to Delivery Flight and on Delivery;

(b) Payments: all payments due to Lessor under this Agreement on or before Delivery Flight or Delivery, as the case may be (including the Basic Rent due on the Delivery Date and the Commitment Fee), shall have been received by Lessor;

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(c) Interest registration. Lessee shall have consented to the registration on the International Registry of an international interest with respect to the Airframe and each Engine created by this Agreement and Lessor shall have received satisfactory priority search results evidencing such registrations.

3.3. Lessor’s Waiver

The conditions specified in Sections 3.1 and 3.2 are for the sole benefit of Lessor and may be waived or deferred in whole or in part and with or without conditions by Lessor. If any of those conditions are not satisfied and Lessor (in its absolute discretion) nonetheless agrees to deliver the Aircraft to Lessee, then Lessee will ensure that those conditions are fulfilled within one month after the Delivery Date and Lessor may treat as an Event of Default the failure of Lessee to do so.

3.4. Lessee’s Conditions Precedent

Lessee’s obligation to accept the Aircraft on lease from Lessor under this Agreement is subject to the satisfaction by Lessor of the following conditions precedent:

(a) Certificate: the receipt by Lessee of a certificate of a duly authorized officer of Lessor setting out a specimen of the signature of each individual that executes an Operative Document on behalf of Lessor;

(b) Representations and Warranties: the representations and warranties of Lessor under Section 2.4 are correct and would be correct if repeated on Delivery;

(c) Registration: evidence that the Aircraft has been validly registered under the laws of the State of Registration; provided, that any costs associated with the registration of the Aircraft or this Agreement with the Aviation Authority shall be the responsibility of the Lessee;

(d) Delivery Condition: Lessee shall be satisfied that at Delivery Aircraft shall be in compliance with the Delivery Condition Requirements set forth in Schedule 2; and

(e) Delivery Location: Aircraft is in Delivery Location.

3.5. Lessee’s Waiver

The conditions specified in Section 3.4 are for the sole benefit of Lessee and may be waived or deferred in whole or in part and with or without conditions by Lessee. If any of those conditions are not satisfied on or before Delivery and Lessee (in its absolute discretion) nonetheless agrees to lease the Aircraft from Lessor, then Lessor will ensure that those conditions are fulfilled within one month after the Delivery Date.

3.6. Conditions Subsequent

Lessor’s obligation to deliver and commence the leasing of the Aircraft under this Agreement is subject to fulfilment by Lessee at its sole cost and expense of each of the following conditions within the specified time periods:

(a) if not available prior to Delivery, as soon as reasonably possible following Delivery, and in any event no later than fifteen (15) Business Days after the Delivery Date, a certified true copy of the certificate of registration and certificate of airworthiness for the Aircraft issued by the State of Registration, as well as a copy of the Approved Maintenance Program; and

(b) as soon as reasonably possible following Delivery, and in any event no later than fifteen (15) Business Days after the Delivery Date, a copy of Lessee’s air operator’s certificate incorporating the Aircraft issued by the Aviation Authority; and

(c) as soon as reasonably possible following Delivery, and in any event no later than five (5) Business Days after the importation of the Aircraft into the Habitual Base) evidence that all required customs formalities and any customs duties or taxes relating to the import of the Aircraft into the Habitual Base have been complied with and paid, including, but not limited to, a copy of the customs declaration.

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3.7. Indemnity for Non-Occurrence of or Delay in Delivery, Losses, Deficiencies

(a) Lessee shall hold harmless and indemnify Lessor, without prejudice to any of Lessor’s other rights under the Operative Documents, from and against all costs, expenses, liabilities, break funding costs and losses incurred by Lessor as a result of or arising out of or directly connected with a delay in or the non- occurrence of Delivery by reason of the failure of Lessee to satisfy all or any of the conditions set out in Sections 3.1 and/or 3.2 within the time set out therein for satisfaction of such conditions.

(b) Lessee agrees that no Lessor Indemnitee shall be liable for, and Lessee hereby waives any claim for:

(i) any liability, claim, proceeding, loss, damage, fee, cost or expense of any kind caused directly or indirectly by, or associated with, the Aircraft or any part thereof;

(ii) any failure to deliver or delay in the delivery of the Aircraft to Lessee;

(iii) any inadequacy of the Aircraft or any part thereof for any purpose (including any failure of the Aircraft to meet the Delivery Condition) or any deficiency or defect therein or loss thereof;

(iv) the use or performance of the Aircraft or any part thereof;

(v) except as otherwise expressly set forth in this Agreement, any maintenance, repairs, replacement or modification to the Aircraft or any part thereof;

(vi) any interruption or loss of service or use of the Aircraft or any part thereof; or

(vii) any loss of business, profit or revenue or other consequential, incidental or indirect damage or any other damage whatsoever relating to any of the above matters.

4. COMMENCEMENT

4.1. Leasing

(a) Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft on lease in accordance with this Agreement for the duration of the Term.

4.2 Delivery

(a) On the Scheduled Delivery Date or other mutually agreed date, Lessor, subject to satisfaction of the conditions precedent set forth in Section 3.1 and 3.2, will tender the Aircraft to be delivered to Lessee and, subject to satisfaction of the conditions precedent set forth in Section 3.4, Lessee will accept the Aircraft in an “AS-IS, WHERE-IS” condition with all faults. Lessee and Lessor shall forthwith complete Annex 1 to the Certificate of Delivery Condition specifying the maintenance status of the Airframe, Engines, APU and Landing Gear, and Lessor and Lessee shall sign and deliver to each other the Certificate of Acceptance and the Certificate of Delivery Condition. Delivery of the signed Certificate of Acceptance to Lessor shall constitute deemed Delivery of the Aircraft to Lessee.

(b) Termination Prior to Delivery.

(i) If Lessee is unwilling or unable to accept Delivery of the Aircraft on the date the Aircraft is validly tendered for Delivery to Lessee pursuant to this Section 4.2 or any condition precedent set forth in Section 3.1 and 3.2 is not satisfied on or before the Final Delivery Date and, then Lessor may terminate this Agreement by written notice to Lessee. Upon any such termination Lessor shall be entitled to keep the entire portion of the Commitment Fee previously paid to Lessor under Section 5.1, as liquidated damages for loss of a bargain and not as a penalty, provided that the exercise of such remedy by Lessor shall not diminish Lessor’s rights at law or in equity against Lessee.

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(ii) If Delivery does not occur by the Final Delivery Date for any reason other than as set forth in Section 4.2(b)(i), then either party, provided that it is not in breach of its obligations herein, may by written notice to the other terminate this Agreement and upon any such termination neither party will have any further obligation to the other under this Agreement except that Lessor shall pay to Lessee an amount equal to the Commitment Fee paid to Lessor under Section 5.1. Lessor shall not be responsible for any damages suffered by Lessee, including damages in respect of any loss or expense or any loss of profit, arising from any delay in the delivery of, or failure to deliver, the Aircraft to Lessee under this Agreement or termination hereof. For the avoidance of doubt, neither Lessor nor Lessee shall be responsible for any delay in delivery of the Aircraft due to causes beyond its control, provided that both parties shall endeavour to act to ensure a timely delivery of the Aircraft on the Scheduled Delivery Date.

(c) Inspection, Delivery Flight, Discrepancies from Delivery Condition Requirements

(i) prior to the Signing Date Lessor has made the Aircraft available for the Lessee’s inspection contemplated by Schedule 2, Part A, subject to Lessees further rights under (iv) herein. By executing this Agreement Lessee confirms that it is satisfied that the Aircraft complies with the Delivery Condition Requirements;

(ii) provided that all conditions precedent has been satisfied, prior to the Scheduled Delivery Date Lessor shall arrange for the Delivery Flight. Lessees representatives shall be allowed to observe the Delivery Flight onboard. The Delivery Flight shall be performed at Lessor’s risk, with the cost of the Delivery Flight being shared in equal parts between Lessor and Lessee, where Lessee shall pay its share of the cost of the Delivery Flight on the second Rent Payment Date;

(iii) immediately following the Delivery Flight and upon the Aircraft reaching the Delivery Location on that date Delivery shall occur, whereby Lessee will effect acceptance of the Aircraft by execution and delivery to Lessor of the Acceptance Certificate. Lessee’s acceptance of the Aircraft shall be regarded for all purposes as absolute, unconditional and irrevocable;

(iv) provided that during the Delivery Flight any discrepancies with the Delivery Condition Requirements are detected, Lessee shall immediately notify Lessor thereof and the following provisions shall apply in respect of any such discrepancies:

(1) if such discrepancies do not affect airworthiness of the Aircraft, Lessee shall accept Delivery of the Aircraft on the day of Aircraft landing at the Delivery Location and Lessor shall select at its sole discretion either: (i) to correct or procure the correction of such discrepancies at no cost to Lessee as soon as possible following the Delivery; or (ii) suggest the Lessee to accept Lessor’s written undertaking to reimburse Lessee for the out-of-pocket cost incurred by Lessee in correcting such discrepancies after Delivery upon receipt of invoices and back-up documentation reasonably satisfactory to Lessor confirming completion of such correction (wherein such costs, the remedies for such discrepancies, and the arrangements relating to the reimbursement by Lessor of Lessee’s costs shall be documented in the Acceptance Certificate (with each party acting reasonably));

(2) if such discrepancies do affect airworthiness of the Aircraft, Lessor may elect in its sole and absolute discretion: (i) to correct or procure the correction of such discrepancies at no cost to Lessee and the Delivery Date shall be postponed to the date on which Lessor notifies Lessee that such discrepancies have been corrected; or (ii) Lessee may accept Lessor’s written undertaking to reimburse Lessee for the out-of-pocket cost incurred by Lessee in correcting such discrepancies after Delivery upon receipt of invoices and back-up documentation reasonably satisfactory to Lessor confirming completion of such correction (wherein such costs, the remedies for such discrepancies, and the arrangements relating to the reimbursement by Lessor of Lessee’s costs shall be documented in the Acceptance Certificate (with each party acting reasonably)); or (iii) to notify Lessee that it will not correct such discrepancies;

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(v) If Lessor corrects all discrepancies pursuant to Section (2)(i) above, Lessor shall make the Aircraft available for re-inspection by Lessee. Upon completion of such re-inspection, and provided that the Delivery Condition Requirements are then satisfied, Lessee shall effect acceptance of the Aircraft in the manner and with the effect set forth in Section 4.2(c)(iii). If Lessor elects not to correct discrepancies pursuant to Section (2)(iii) above, Lessor shall so notify Lessee and either Lessor or Lessee may terminate this Agreement, in which case the provisions of Section 4.2(b)(ii) shall apply.

(d) Risk of Loss.

Upon Delivery, the Aircraft, including the Aircraft Documents, the Engines and every Part will be in every respect at the sole risk of Lessee, who will bear all risk of loss, theft, damage or destruction thereto from any cause whatsoever.

(e) Licences.

Lessee will be responsible for obtaining all licences, permits and approvals which may be necessary to export and or import the Aircraft in the Delivery Location. Lessor will furnish such data and information as Lessor may have in its possession and as may be reasonably requested by Lessee in connection with obtaining any such licence, permit or approval.

4.3 Delayed Delivery

Lessor shall promptly keep Lessee informed to the extent that it becomes aware that Delivery is likely to take place after the Scheduled Delivery Date. If, as a result of the occurrence of damage to the Aircraft not constituting a Total Loss or any Excusable Delay, Lessor delays in the delivery of, or fails to deliver, the Aircraft under this Agreement on the Scheduled Delivery Date, and so long as such failure does not result from the gross negligence or willful misconduct of Lessor, then in any such case Lessor will not be responsible for any losses, including loss of profit, costs or expenses arising from or in connection with the delay or failure suffered or incurred by Lessee.

5. PAYMENTS

[***]

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5.5. Taxation

(a) Lessee will on demand pay and indemnify each Tax Indemnitee against all Taxes (other than Non- Indemnified Taxes) levied or imposed against or upon such Tax Indemnitee or Lessee and relating to or attributable to Lessee, the Operative Documents or the Aircraft directly or indirectly in connection with the importation, exportation, registration, ownership, leasing, subleasing, purchase, delivery, possession, use, operation, repair, maintenance, overhaul, transportation, landing, storage, presence or redelivery of the Aircraft or any part thereof or any rent, receipts, insurance proceeds, income or other amounts arising therefrom.

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(b) If any Tax Indemnitee shall, based upon its own reasonable interpretation of any relevant laws or regulations, realize any Tax savings (by way of refund, deduction, credit or otherwise) in respect of any amount with respect to which Lessee shall have made a payment (or increased payment) pursuant to Section 5.4 or shall have indemnified such Tax Indemnitee pursuant to Section 5.8(a), or in respect of the occurrence or transaction which gave rise to such payment or indemnification, and such Tax savings shall not have been taken into account previously in calculating any indemnity payment made by Lessee, then such Tax Indemnitee shall, to the extent that it can do so without prejudice to the retention of the relevant savings and subject to Lessee’s obligations to repay such amount to such Tax Indemnitee if the relevant savings are subsequently disallowed or canceled, pay to Lessee such amount as such Tax Indemnitee shall in its opinion have concluded to be the amount of such Tax savings (together with, in the case of a refund, any interest received thereon); provided, that such Tax Indemnitee shall not be obliged to make any payment to Lessee pursuant to this Section 5.8(b) to the extent that the amount of any Tax savings in respect of which such payment is to be made would exceed the aggregate amount of all prior payments made by Lessee to, on behalf of or as indemnification of such Tax Indemnitee under this Agreement for Taxes less the amount of all prior payments made pursuant to this Section 5.8(b) in respect of such Tax savings. Lessee acknowledges that nothing contained in this Section 5.8(b) shall interfere with the right of any Tax Indemnitee to arrange its tax affairs in whatsoever proper manner it thinks fit (or give Lessee any right to investigate, or impose any obligation on any Tax Indemnitee to disclose, the same) and, in particular, no Tax Indemnitee shall be under any obligation to claim any Tax savings in priority to any other savings available to it; provided, that subject to the foregoing Lessor shall use reasonable good faith diligence to realize Tax savings as described above.

5.6. Value Added Tax

(a) For purposes of this Section 5.9, “VAT” means value added tax and any goods and services, sales or turnover tax, imposition or levy of a similar nature, and “supply” includes anything on or in respect of which VAT is chargeable.

(b) Lessee shall pay each Tax Indemnitee or the relevant taxing authority, as the case may be, the amount of any VAT chargeable in respect of any supply for VAT purposes under this Agreement.

(c) Each amount stated as payable by Lessee under this Agreement is exclusive of VAT (if any), and if VAT is payable in respect of any amount payable by Lessee under this Agreement, Lessee shall pay all such VAT and shall indemnify each Tax Indemnitee against any claims for the same, and where appropriate Lessee shall increase the payments that would otherwise be required to be made under this Agreement so that such Tax Indemnitee is left in the same position as it would have been had no VAT been payable. Lessee shall provide evidence to Lessor, if available, in respect of payment of any VAT paid by Lessee with respect to this Agreement.

5.7. Information

If Lessee is required by any Applicable Law, or by any third party, to deliver any report or return in connection with any Taxes, then Lessee will duly complete the same and, in particular, will not state therein that any Person other than Lessee is responsible for the use and operation of the Aircraft and for the Taxes (other than Non-Indemnified Taxes) arising therefrom, and Lessee will, on request, supply a copy of the report or return to any Tax Indemnitee. If Lessee requires any information or cooperation from any Tax Indemnitee in order to satisfy its obligations as set forth above, such Tax Indemnitee shall promptly furnish such information or cooperation as Lessee may reasonably request in writing. If actual notice is given by any taxing authority to Lessor that a report or return is required to be filed with respect to any Taxes (other than Non-Indemnified Taxes), Lessor shall promptly notify Lessee of such required report or return.

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5.8. Taxation of Indemnity Payments

(a) If and to the extent that any sums payable to any Tax Indemnitee by Lessee under this Agreement by way of indemnity are insufficient, by reason of any Taxes payable in respect of those sums, for such Tax Indemnitee to discharge the corresponding liability to the relevant third party (including any taxation authority), or to reimburse such Tax Indemnitee for the cost incurred by it to a third party (including any taxation authority), Lessee will pay to such Tax Indemnitee such sum as will, after the tax liability has been fully satisfied, leave such Tax Indemnitee with the same amount as it would have been entitled to receive in the absence of that liability, together with interest on the amount of the deficit at the Default Rate in respect of the period commencing on the date on which the payment of taxation is finally due until payment by Lessee (both before and after judgment).

(b) If and to the extent that any sums constituting (directly or indirectly) an indemnity to any Tax Indemnitee but paid by Lessee to any Person other than such Tax Indemnitee are treated as taxable in the hands of such Tax Indemnitee, then Lessee will pay to such Tax Indemnitee such sum as will, after the tax liability has been fully satisfied, indemnify such Tax Indemnitee to the same extent as it would have been indemnified in the absence of such liability, together with interest on the amount payable by Lessee under this Section 5.11(b) at the Default Rate in respect of the period commencing on the date on which the payment of taxation is finally due until payment by Lessee (both before and after judgment).

5.9. Default Interest

If Lessee fails to pay any amount payable under this Agreement on the due date, Lessee will pay on demand from time to time to any Tax Indemnitee interest (both before and after judgment) at the Default Rate on such amount from the due date to the day of payment in full by Lessee to such Tax Indemnitee. All such interest shall be compounded monthly and calculated on the basis of the actual number of days elapsed assuming a year of 360 days.

5.10. Contest

If written claim is made against any Tax Indemnitee for or with respect to any Taxes (other than Non- Indemnified Taxes), such Tax Indemnitee shall promptly notify Lessee. If reasonably requested by Lessee in writing within 30 days after such notification, such Tax Indemnitee shall, upon receipt of indemnity satisfactory to such Tax Indemnitee and at the expense of Lessee (including all costs, expenses, losses, legal and accountants’ fees and disbursements, penalties and interest), in good faith contest or to the extent permissible by law allow Lessee to contest in Lessee’s or such Tax Indemnitee’s name the validity, applicability or amount of such Taxes by either (i) resisting payment thereof if practicable and permitted by Applicable Law, or (ii) if payment is made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings, and in the contest of any such claim by any Tax Indemnitee, such Tax Indemnitee shall apprise Lessee of all material developments with respect to such contest, shall forward copies of all material submissions made in such contest and shall materially comply in good faith with any reasonable request concerning the conduct of any such contest; provided, that no Tax Indemnitee will be obliged to take any such action:

(a) that such Tax Indemnitee considers, in its reasonable discretion, may prejudice it; or

(b) that such Tax Indemnitee reasonably considers does not have a reasonable prospect of success; or

(c) for which Lessee has not made adequate provision to the reasonable satisfaction of such Tax Indemnitee in respect of the expense concerned; or

(d) that gives rise to any reasonable likelihood of the Aircraft or any interest of any Tax Indemnitee in the Aircraft being sold, forfeited or otherwise lost, or of criminal liability on the part of any Tax Indemnitee.

If any Tax Indemnitee, in accordance with the foregoing, determines to pay such Taxes and seek a refund, Lessee will either pay such Taxes on such Tax Indemnitee’s behalf and pay such Tax Indemnitee any amount due with respect to such payment or will promptly reimburse such Tax Indemnitee for such Taxes. If any Tax Indemnitee shall obtain a refund of all or any part of such Taxes paid by Lessee, such Tax Indemnitee

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shall pay Lessee the amount of such refund; provided, that such amount shall not be payable before such time as Lessee shall have made all payments or indemnities to any Tax Indemnitee then due with respect to Taxes and so long as no Default has occurred and is continuing. If in addition to such refund any Tax Indemnitee shall receive an amount representing interest, attorneys fees or any other amount with respect to such refund, Lessee shall be paid that proportion of such interest, attorneys fees or any other amount which is fairly attributable to the Taxes paid by Lessee prior to the receipt of such refund. No Tax Indemnitee shall enter into a settlement or other compromise with respect to, or otherwise concede, any claim by a taxing authority on account of Taxes being contested by Lessee pursuant to this Section 5.13 without the written consent of Lessee, which consent shall not be unreasonably withheld, unless such Tax Indemnitee waives its right to be indemnified by Lessee with respect to such claim (but not with respect to any future claims).

5.11. Absolute

Lessee’s obligations under this Agreement are absolute and unconditional irrespective of any contingency whatever including (but not limited to):

(a) any right of offset, counterclaim, recoupment, reduction, defense or other right which either party to this Agreement may have against the other;

(b) any unavailability of the Aircraft for any reason, including a requisition of the Aircraft or any prohibition or interruption of, interference with or other restriction against Lessee’s use, operation or possession of the Aircraft;

(c) any lack or invalidity of title or any other defect in title, airworthiness, merchantability, fitness for any purpose, condition, design or operation of any kind or nature of the Aircraft for any particular use or trade, or for registration or documentation under the laws of any relevant jurisdiction, or any Total Loss in respect of or any damage to the Aircraft;

(d) any insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceedings by or against Lessor or Lessee;

(e) any invalidity, unenforceability or lack of due authorization of, or other defect in, this Agreement; or

(f) any other cause which, but for this provision, would or might otherwise have the effect of terminating or in any way affecting any obligation of Lessee under this Agreement;

provided always, however, that this Section 5.14 shall be without prejudice to Lessee’s right to claim damages and other relief from the courts in the event of any breach by Lessor of its obligations under this Agreement, or in the event that, as a result of any lack or invalidity of title to the Aircraft on the part of Lessor, Lessee is deprived of its possession of the Aircraft.

6. MANUFACTURER’S WARRANTIES

6.1 Assignment

Notwithstanding this Agreement, Lessor will remain entitled to the benefit of each warranty, express or implied, and any unexpired customer and/or product support given or provided in respect of the Aircraft, any Engine or Part by any manufacturer, vendor, maintenance performer, subcontractor or supplier. Unless an Event of Default shall have occurred and be continuing, Lessor hereby authorizes Lessee to pursue any claim thereunder in relation to defects affecting the Aircraft, any Engine or Part, and Lessee agrees diligently to pursue any such claim that arises at its own cost. Lessee will notify Lessor promptly upon becoming aware of any such claim. Lessor will provide such assistance to Lessee in making a claim under any such warranties or customer and/or product support as Lessee may reasonably request, and, if requested by Lessee and at Lessee’s expense, will pursue a claim in its own name where the relevant manufacturer, vendor, maintenance performer, subcontractor or supplier has refused to acknowledge Lessee’s right to pursue that claim.

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6.2 Proceeds

Unless an Event of Default shall have occurred and be continuing, all proceeds of any such claim as is referred to in Section 6.1 and which exceed $100,000 will be paid directly to Lessor at the account set forth in Section 5.6(a), but if and to the extent that such claim relates:

(a) to defects affecting the Aircraft which Lessee has rectified; or

(b) to compensation for loss of use of the Aircraft, an Engine or any Part during the Term; or

(c) to costs incurred by Lessee in pursuing such claim (whether or not proceeds of such claim are payable to Lessee);

and provided no Default shall have occurred and be continuing, the proceeds will be promptly paid to Lessee by Lessor but, in the case of (a), only on receipt of evidence reasonably satisfactory to Lessor that Lessee has rectified the relevant defect.

6.3 Parts

Except to the extent Lessor otherwise agrees in a particular case, Lessee will procure that all engines, components, furnishings or equipment provided by the manufacturer, vendor, maintenance performer, subcontractor or supplier as a replacement for a defective Engine or Part pursuant to the terms of any warranty or customer and/or product support arrangement comply with Section 8.13(a), are installed on the Aircraft promptly and that title thereto vests in Lessor in accordance with Section 8.17 (b). On installation those items will be deemed to be an Engine or Part, as applicable.

6.4 Agreement

To the extent any warranties or customer and/or product support relating to the Aircraft are made available under an agreement between any manufacturer, vendor, maintenance performer, subcontractor or supplier and Lessee, this Section 6 is subject to that agreement. However, Lessee will:

(a) pay the proceeds of any claim thereunder that exceed $100,000 to Lessor at the account set forth in Section 5.6(a) to be applied pursuant to Section 6.2 and, pending such payment, will hold the claim and the proceeds on trust for Lessor; and

(b) take all such steps as are necessary and requested by Lessor at the end of the Term to ensure the benefit of any of those warranties or customer and/or product support which have not expired are vested in Lessor.

7. LESSOR’S COVENANTS and DISCLAIMERS

7.1 Quiet Enjoyment

Provided no Event of Default shall have occurred and be continuing, none of Lessor, its successors and assigns, any Financing Party or any Person claiming by, through or on account of any of such parties will interfere with the quiet use, possession and enjoyment of the Aircraft by Lessee.

7.2 Replacement Engine

No engine shall be installed on the Airframe and no Engine shall be removed from the Airframe without the prior written consent of the Lessor. If during the Lease Term any Engine becomes unserviceable (except for the cases when the unserviceability is caused by DOD, catastrophic failure, misuse, mishandling or improper operation outside of the specifications or procedures as laid down in the manufacturer’s maintenance and operating manuals), Lessee request Lessor to provide a replacement engine (the “Replacement Engine”), and Lessor shall at its sole discretion notify the Lessee if it has chosen to deliver the Replacement Engine or instruct the Lessee to induct the current Engine for maintenance. For avoidance of doubt, Lessor will not be obliged to provide the Replacement Engine, unless it has expressly committed to do so in writing.

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7.3 Lessor’s Obligations Following Termination

So long as no Default has occurred and is continuing, within five (5) Business Days of:

(a) termination of this Agreement before Delivery pursuant to Section 4.2(b)(ii); or

(b) redelivery of the Aircraft to Lessor in accordance with and in the condition required by this Agreement; or

(c) receipt by Lessor of the Agreed Value following a Total Loss and all other amounts due under Section 11.2;

or in any such case at such later time as Lessee has irrevocably paid to Lessor all amounts which are then outstanding under this Agreement, Lessor shall pay to Lessee an amount equal to that portion of the Commitment Fee that has not been applied or retained towards Lessees payment liabilities in accordance with this Agreement as provided for in any Operative Document without interest.

7.4 Agreed Maintenance Performers

Lessor may object to and may exclude any maintenance organization (other than Lessee) being included as an “Agreed Maintenance Performer” for a valid business reason, but shall not unreasonably withheld approval of such maintenance organization proposed by Lessee. Lessor shall furnish to Lessee in writing from time to time a list of all maintenance organizations excluded from the definition of “Agreed Maintenance Performer” pursuant to the preceding sentence, which list may be amended by Lessor from time to time. Lessor and Lessee shall consult in good faith regarding any organizations on such list from time to time at the request of either party.

7.5 Exclusion

THE AIRCRAFT IS ACCEPTED BY LESSEE “AS IS, WHERE IS “ AND LESSEE AGREES AND ACKNOWLEDGES THAT, SAVE AS IS EXPRESSLY STATED IN THIS AGREEMENT, LESSOR WILL HAVE NO LIABILITY IN RELATION TO, AND LESSOR HAS NOT AND WILL NOT BE DEEMED TO HAVE MADE OR GIVEN, ANY CONDITIONS, WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE AIRCRAFT, INCLUDING:

(a) THE DESCRIPTION, AIRWORTHINESS, MERCHANTABILITY, FITNESS FOR ANY USE OR PURPOSE, VALUE, CONDITION, OR DESIGN, OF THE AIRCRAFT OR ANY PART; OR

(b) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM LESSOR’S NEGLIGENCE, ACTUAL OR IMPUTED (BUT EXCLUDING ANY SUCH OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT WHICH ARISES FROM LESSOR’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT); OR

(c) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO THE AIRCRAFT, FOR ANY LIABILITY OF LESSEE TO ANY THIRD PARTY, OR FOR ANY OTHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

7.6 Lessee’s Waiver

LESSEE HEREBY WAIVES, AS BETWEEN ITSELF AND LESSOR, ALL ITS RIGHTS IN RESPECT OF ANY CONDITION, WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, ON THE PART OF LESSOR AND ALL CLAIMS AGAINST LESSOR HOWSOEVER AND WHENEVER ARISING AT ANY TIME IN RESPECT OF OR OUT OF THE OPERATION OR PERFORMANCE OF THE AIRCRAFT OR THIS AGREEMENT EXCEPT AS IS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT.

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7.7 Lessee’s Confirmation

LESSEE CONFIRMS THAT IT IS FULLY AWARE OF THE PROVISIONS OF SECTIONS 7.5 AND 7.6 AND ACKNOWLEDGES THAT BASIC RENT AND ALL OTHER AMOUNTS PAYABLE BY LESSEE UNDER THIS AGREEMENT HAVE BEEN CALCULATED NOTWITHSTANDING ITS PROVISIONS.

7.8 Conclusive Proof

DELIVERY BY LESSEE TO LESSOR OF THE CERTIFICATE OF ACCEPTANCE WILL BE CONCLUSIVE PROOF AS BETWEEN LESSOR AND LESSEE THAT LESSEE HAS EXAMINED AND INVESTIGATED THE AIRCRAFT, THAT THE AIRCRAFT AND THE AIRCRAFT DOCUMENTS ARE SATISFACTORY TO LESSEE AND THAT LESSEE HAS IRREVOCABLY AND UNCONDITIONALLY ACCEPTED THE AIRCRAFT FOR LEASE HEREUNDER WITHOUT ANY RESERVATIONS WHATSOEVER (EXCEPT FOR ANY DISCREPANCIES WHICH MAY BE NOTED IN THE CERTIFICATE OF ACCEPTANCE).

8. LESSEE’S COVENANTS

8.1 Duration

The undertakings in this Section 8 and in Section 12 will:

(a) except as otherwise stated, be performed at the expense of Lessee; and

(b) remain in force until redelivery of the Aircraft to Lessor in accordance with this Agreement and thereafter to the extent of any accrued rights of Lessor in relation to those undertakings.

8.2 Information

Lessee shall:

(a) furnish to Lessor:

(i) from time to time upon Lessor’s request, the most recent management accounts of Lessee, including balance sheet and profit and loss accounts;

(ii) as soon as available but not in any event later than ninety (90) days after the last day of each fiscal year of Lessee, audited consolidated financial statements of Lessee prepared for such year, including a consolidated balance sheet of Lessee and its Subsidiaries as of the last day of such year, consolidated statements of income and retained earnings of Lessee and its Subsidiaries for such fiscal year, a consolidating balance sheet of Lessee and its Subsidiaries as of the last day of such year and consolidating statements of income and retained earnings of Lessee and its Subsidiaries for such fiscal year and in all cases on a comparative basis figures for the immediately preceding fiscal year, all in reasonable detail, each prepared in accordance with GAAP and audited by international firms of independent certified public accountants as fairly presenting the financial position and the results of operations of Lessee and its Subsidiaries at the end of and for such fiscal year and as having been prepared in accordance with GAAP; and

(iii) on request from time to time such other information regarding Lessee and its business and affairs as Lessor may reasonably request;

(b) on request, inform Lessor as to the current location of the Airframe and Engines, the serial number and owner of any engine installed on the Airframe and the serial number, registration mark and owner of any airframe on which an Engine is installed;

(c) promptly furnish to Lessor all information that Lessor from time to time reasonably requests regarding the Aircraft, any Engine or any Part and its use, location and condition, including the hours available on the Aircraft and any Engine until the next scheduled check, inspection, overhaul or shop visit, as the case may be;

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(d) on request, furnish to Lessor evidence reasonably satisfactory to Lessor that all Taxes and charges incurred by Lessee with respect to the Aircraft have been paid and discharged in full;

(e) provide to Lessor, within five (5) days following the end of each Rental Period during the Term, a monthly report on the Aircraft in the form set out in Schedule 9 or such other form as Lessee may select providing substantially the same information;

(f) promptly notify Lessor of:

(i) any Total Loss, any Engine Loss, any theft of the Airframe or any Engine, any damage to the Aircraft if the potential cost of repair may reasonably be expected to exceed the Damage Notification Threshold or any modification to the Aircraft if the potential cost may reasonably be expected to exceed the Damage Notification Threshold;

(ii) any claim or other occurrence likely to give rise to a claim under the Insurances (but, in the case of hull claims only, in excess of the Damage Notification Threshold) and details of any negotiations with the insurance brokers over any such claim; and

(iii) any litigation, arbitration or administrative proceedings that are pending or, to Lessee’s knowledge, threatened against Lessee which, if adversely determined, would have a material adverse effect upon its financial condition or business or its ability to perform its obligations under this Agreement; and

(iv) as soon as any officer of Lessee obtains knowledge thereof, any Default or Event of Default.

8.3 Operation of the Aircraft

Lessee shall:

(a) comply with all Applicable Law for the time being in force in any country or jurisdiction in which the Aircraft is being operated which is applicable to the Aircraft or the use and operation of the Aircraft;

(b) not use the Aircraft in any manner contrary to any recommendation of the Aviation Authority or any applicable Manufacturer, contrary to any rule or regulation of the Aviation Authority or for any purpose for which the Aircraft is not designed or reasonably suitable;

(c) ensure that the crew and engineers employed by it in connection with the operation and maintenance of the Aircraft have the qualifications and hold the licenses required by the Aviation Authority and Applicable Law;

(d) use the Aircraft solely in commercial or other operations for which Lessee is duly authorized by the Aviation Authority and Applicable Law;

(e) not knowingly use the Aircraft (or use it when Lessee ought reasonably to have known that it was being so used) for the carriage of:

(i) whole animals, living or dead, except in the cargo compartments according to IATA regulations, and except domestic pet animals carried in a suitable container to prevent the escape of any liquid and to ensure the welfare of the animal;

(ii) acids, toxic chemicals, mercury, other corrosive materials, explosives, nuclear fuels, nuclear wastes or any nuclear assemblies or components, except as permitted for cargo aircraft under the “Restriction of Goods” schedule issued by IATA from time to time and provided that all the requirements for packaging or otherwise contained therein are fulfilled;

(iii) any other goods, materials or items of cargo which could reasonably be expected to cause damage to the Aircraft and which would not be adequately covered by the Insurances; or

(iv) any illegal item or substance;

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(f) not utilize the Aircraft for purposes of training, qualifying or re-confirming the status of cockpit personnel except for the benefit of Lessee’s cockpit personnel, and then only if the use of the Aircraft for such purpose is not disproportionate to the use for such purpose of other aircraft of the same type operated by Lessee;

(g) not (other than for bona fide safety reasons) cause or permit the Aircraft to proceed to, or remain at, any location which is for the time being the subject of a prohibition order (or any similar order or directive) by:

(i) any Government Entity of the State of Registration or the Habitual Base; or

(ii) any Government Entity of the country in which such location is situated; or

(iii) any Government Entity having jurisdiction over Lessor, any Financing Party or the Aircraft;

(h) obtain and maintain in full force all certificates, licenses, permits and authorizations required for the use and operation of the Aircraft for the time being, and for the making of payments required by, and the compliance by Lessee with its other obligations under, this Agreement;

(i) not change the location of the Habitual Base of the Aircraft without the prior written consent of Lessor;

(j) not operate the Aircraft to, from or in any country that is the subject of sanctions under United Nations Security Council directives; and

(k) not habitually operate or permit any sub-lessee habitually to operate the Aircraft in a Prohibited Country.

8.4 Taxes and Other Charges

As between Lessor and Lessee, Lessee shall be responsible for all fees, expenses, charges and other costs related to the use, operation and maintenance of the Aircraft, and shall promptly pay:

(a) all license and registration fees, Taxes and other amounts of any nature imposed by any Government Entity that are imposed on Lessee or for which Lessee is responsible under this Agreement with respect to the Aircraft, including the purchase, ownership, delivery, leasing, possession, use, operation, return, sale or other disposition of the Aircraft;

(b) all rent, fees, charges, Taxes imposed on Lessee and other amounts in respect of any premises where the Aircraft or any Part thereof is located from time to time during the Term; and

(c) all sums due by Lessee to any relevant ATC/Airport Authority in respect of all aircraft (including the Aircraft) operated by Lessee before such sums become overdue and in default,

except to the extent that such payment is being contested in good faith by appropriate proceedings in accordance with Section 5.13.

8.5 Subleasing

Lessee will not sublease or otherwise part with possession of the Aircraft, the Engines or any Part except that Lessee may part with possession:

(a) with respect to the Aircraft, the Engines or any Part, to the relevant manufacturers for testing or similar purposes or to an Agreed Maintenance Performer for service, repair, maintenance or overhaul work or for alterations, modifications or additions to the extent required or permitted by this Agreement;

(b) with respect to an Engine or Part, as expressly permitted by this Agreement;

(c) provided that no Default shall have occurred and be continuing, with respect to the Aircraft or an Engine, pursuant to an ACMI (aircraft, crew, maintenance and insurance) or “wet” lease or charter of the Aircraft in which operational control of the Aircraft remains with Lessee at all times, provided (i) the Aircraft remains registered with the Aviation Authority and (ii) the Aircraft shall be maintained, insured and otherwise operated in accordance with the provisions of this Agreement;

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(d) with respect to the Aircraft, pursuant to a code-sharing arrangement so long as operational control of the Aircraft remains with Lessee at all times;

provided that, notwithstanding the foregoing, Lessee may sub-lease, subject to consent by Lessor of the terms of the sub-lease (such consent not to be unreasonably withheld).

8.6 Inspection

(a) Lessor, any Financing Party and any Person designated by Lessor or any Financing Party may at any time visit, inspect and survey the Aircraft, any Engine or any Part and for such purpose may, subject to any applicable Aviation Authority regulation, travel on the flight deck as observer. Lessor, any Financing Party or any designee shall not be restricted during such inspection from opening any panels (where Lessor has visual evidence of a defect behind such panel), bays or doors on the Aircraft or from inspecting any part of the Aircraft. Such inspection shall not interrupt Lessee’s normal flight schedule and such inspection shall be performed at a time and in manner mutually acceptable to both parties acting reasonably.

(b) Lessee shall have no responsibility for the costs and expenses of Lessor and any Financing Party in connection with any such visit, inspection or survey unless the visit, inspection or survey discloses that Lessee is in breach of its material obligations under this Agreement, in which case such costs and expenses shall be paid by Lessee on demand.

(c) Lessor shall:

(i) have no duty to make, or liability arising out of, any such visit, inspection or survey; and

(ii) so long as no Default has occurred and is continuing, not exercise such right other than on reasonable notice and so as not to disrupt unreasonably the maintenance or operation of the Aircraft.

8.7 Protection of Title

Lessee acknowledges that title to the Aircraft shall at all times be and remain solely and exclusively vested in Lessor and that the Operative Documents constitute for all purposes, including tax purposes, an agreement by Lessor to lease the Aircraft to Lessee and, accordingly, Lessee shall:

(a) not do or knowingly permit to be done or omit or knowingly permit to be omitted to be done any act or thing which might reasonably be expected to jeopardize the respective rights, title and interest of any Financing Party as mortgagee of the Aircraft and assignee of this Agreement or Lessor as owner of the Aircraft and lessor under this Agreement, or the validity, enforceability or priority of any Financing Security Document or which would be likely to expose Lessor or any Financing Party to any criminal or civil liability;

(b) on all occasions when the ownership of the Aircraft, any Engine or any Part is relevant, make clear to third parties that title is held by Lessor and is subject to any Financing Security Document;

(c) not at any time:

(i) represent or hold out Lessor or any Financing Party as carrying goods or passengers on the Aircraft or as being in any way connected or associated with any operation or carriage (whether for hire or reward or gratuitously) which may be undertaken by Lessee; or

(ii) pledge the credit of Lessor or any Financing Party;

(d) ensure that there is always affixed, and not removed or in any way obscured, a fireproof plate (having dimensions of not less than 6 in. x 4 in.) in a reasonably prominent position on the Aircraft stating:

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“This Aircraft MSN 2480 is owned by Wilmington Trust Company as Owner Trustee for Aircraft MSN 2480 Trust, not in its individual capacity but solely as Owner Trustee under the Trust Agreement, address: 1100 North Market Street, Wilmington, Delaware, 19890-1605.”

(e) ensure that there is always affixed on each Engine, and not removed or in any way obscured, a fireproof plate in a prominent position near such Engine’s data plate stating:

“This Engine ESN [V11437 / V12767] is owned by Wilmington Trust Company as Owner Trustee for Aircraft MSN 2480 Trust, not in its individual capacity but solely as Owner Trustee under the Trust Agreement, address: 1100 North Market Street, Wilmington, Delaware, 19890-1605.”

(f) not create or permit to exist any Security Interest upon the Aircraft, any Engine or any Part, except Permitted Liens and will promptly take, or cause to be taken, such actions as may be necessary to discharge any such Security Interest (other than Permitted Liens) that may at any time arise, exist or be levied upon the Aircraft, any Engine or Part;

(g) not do or permit to be done anything which may reasonably be expected to expose the Aircraft, any Engine or any Part to penalty, forfeiture, impounding, detention, appropriation, damage or destruction and, without prejudice to the foregoing, if any such penalty, forfeiture, impounding, detention, appropriation, damage or destruction occurs, give Lessor notice and use its best efforts to procure the immediate release of the Aircraft, such Engine or such Part, as the case may be;

(h) not abandon the Aircraft, the Engine or any Part;

(i) pay and discharge or cause to be paid and discharged when due and payable or make adequate provision by way of security or otherwise for all debts, damages, claims and liabilities which have given or might reasonably be expected to give rise to a Security Interest over or affecting the Aircraft, any Engine or any Part; and

(j) not attempt, or hold itself out as having any power, to sell, lease or otherwise dispose of the Aircraft, any Engine or any Part other than as expressly permitted by this Agreement.

8.8 General

Lessee will:

(a) not make any substantial change in the nature of the business in which it is engaged if such change, in the reasonable opinion of Lessor, might reasonably be expected to have a material adverse effect on Lessee’s performance of its obligations under this Agreement;

(b) preserve its corporate existence, and will not merge or consolidate with any Person, or sell all or substantially all of its assets to any Person, unless the successor Person resulting from such merger or consolidation or purchasing all or substantially all of Lessee’s assets (in each event, the “Successor”):

(i) is a Person incorporated, formed or organized under the laws of the State of Organization, the U.S.A., a member of the European Union, the EEA or another jurisdiction consented to in writing by Lessor;

(ii) has a net worth immediately after such merger, consolidation or purchase of Lessee’s assets that is not less than Lessee’s net worth immediately prior to such transaction;

(iii) is authorized under Applicable Law to perform Lessee’s obligations under this Agreement to the same extent as Lessee;

(iv) delivers to Lessor an agreement in form and substance reasonably satisfactory to Lessor containing an assumption by the Successor of Lessee’s representations and warranties under this Agreement, together with the due and punctual performance of all of Lessee’s obligations under this Agreement; and

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(v) delivers to Lessor an opinion of counsel reasonably satisfactory in form and substance to Lessor covering the Operative Documents and the agreement referred to in Section 8.8(b)(iv) above and substantially in the form of the legal opinion delivered pursuant to Section 3.1(d).

8.9 Records

Lessee shall procure that accurate, complete and current records of all flights made by, and all maintenance, repairs, replacements, removals, modifications, alterations and additions carried out on or made to, the Aircraft (including, in relation to each Engine or Part subsequently installed, before its installation) are kept in English, and shall keep the records in such manner as the Aviation Authority, the EASA and FAA may from time to time require. In addition, all Airframe and Engine LLPs installed or replaced during the Term shall have documentation substantiating traceability “back-to-birth” to confirm current accumulated Flight Hours and Cycles. The records will form part of the Aircraft Documents.

8.10 Registration and Filings

Lessee shall at its cost (save where otherwise indicated):

(a) maintain the registration of the Aircraft with the Aviation Authority reflecting (so far as permitted by Applicable Law) the interests of the Lessor and not do or suffer to be done anything which might reasonably be expected to adversely affect that registration;

(b) do all acts and things (including making any filing or registration with the Aviation Authority or any other Government Entity) and execute and deliver all documents (including any amendment of this Agreement) as may be required by the Lessor:

(i) (at Lessor’s cost) following any change or proposed change in the ownership or financing of the Aircraft or in the manner of securing the Lessor’s obligations to the Financing Parties;

(ii) following any modification of the Aircraft, any Engine or any Part or the permanent replacement of any Engine or Part in accordance with this Agreement, so as to ensure that the respective rights of the Lessor and any Financing Party under this Agreement apply with the same effect as before; or

(iii) to establish, maintain, preserve, perfect and protect the rights of Lessor under this Agreement and in and to the Aircraft; and

(c) without limitation to the generality of Section 8.10(b) above, if at any time in the State of Registration there shall be, or be brought into force, any legislative or other provisions giving effect to the Geneva Convention of 1948 or the Cape Town Convention on International Interests in Mobile Equipment and the Aircraft Equipment Protocol thereto (the “Cape Town Convention”) or otherwise relating to the recognition of rights in aircraft, do and join with Lessor in doing all such acts as may be necessary to perfect recognition of Owner’s title and interest in, and the interest of Lessor and the Security Trustee in, the Aircraft in accordance with such legislative or other provisions. Lessee hereby irrevocably consents to Lessor’s registering this Agreement under the Cape Town Convention.

8.11 Maintenance and Repair

Lessee shall during the Term:

(a) Ensure that the Aircraft will be maintained and repaired by Lessee in accordance with the Approved Maintenance Programme. Lessee shall bear all costs and expenses associated with maintenance, possession, insurance, operation and use of the Aircraft, including Taxes and duties, during the Lease Term;

(b) Ensure that any maintenance and the extent and nature of such maintenance to be performed shall be conducted at an Agreed Maintenance Performer. Lessor shall be entitled to have representatives present during the performance of such maintenance to oversee and approve all aspects of such performance,

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including the workscope thereof, but shall not unreasonably withheld it. Lessor shall be notified by Lessee prior to the commencement of any maintenance work described in this Section 7.2, including as to the Agreed Maintenance Performer and for Lessor’s reasonable approval of the workscope;

(c) Lessee acknowledges that Lessee is required to perform (or cause to be performed) any check, shop visit, overhaul or other maintenance required by the Approved Maintenance Program, whether or not Lessor is required to make any payments pursuant to the Schedule 5, and any costs incurred by Lessee in performing any such check, shop visit, overhaul or other maintenance required by the Approved Maintenance Program shall be for Lessee’s account solely;

(d) keep the Aircraft airworthy in all respects and in good repair and condition, and all maintenance will be carried out to the standards of major international air carriers;

(e) incorporate in the Approved Maintenance Program (i) a CPCP as required by the MPD, (ii) any aging aircraft program required by the MPD, (iii) any structural inspection program required by the MPD, and (iv) an anti-fungus and anti-biological growth and contamination prevention, control and treatment program for all fuel tanks required by the MPD;

(f) maintain the Aircraft in accordance FAA requirements and all other rules and regulations of the Aviation Authority as are applicable to passenger aircraft of the same type as the Aircraft, and maintain the Aircraft to as to comply at all times with the type certificate specification and data sheets for the Aircraft;

(g) maintain the Aircraft in accordance with the Approved Maintenance Program through Agreed Maintenance Performers and perform (at the respective intervals provided in the Approved Maintenance Program) all required checks, and before performing any check Lessee will consult with Lessor as to the workscope for such check;

(h) comply with all mandatory inspection and modification requirements, airworthiness directives applicable to the Aircraft, any Engine or Part having a compliance date on or before the Expiry Date and that are required by the Aviation Authority;

(i) comply with all alert service bulletins issued by Manufacturer during the Term having a compliance date on or before the Expiry Date and comply (including scheduling compliance work and then performing such work on schedule) with all other service bulletins issued by any such Manufacturer if and to the extent that Lessee brings in compliance at least one-half of the applicable aircraft it operates (excluding for purposes of such calculation aircraft acquired from unrelated third parties that already comply with such other service bulletins);

(j) comply with all Applicable Laws and the regulations of the Aviation Authority and any other aviation authorities with jurisdiction over Lessee or the Aircraft, any Engine or Part that relate to the maintenance, condition, use or operation of the Aircraft or require any modification or alteration to the Aircraft, any Engine or Part;

(k) maintain in good standing a certificate of airworthiness for the Aircraft in the appropriate category for the nature of the operations of the Aircraft issued by the Aviation Authority except when the Aircraft is undergoing maintenance, modification or repair required or permitted by this Agreement, and from time to time Lessee shall provide to Lessor a copy on request;

(l) if required by the Aviation Authority, maintain a current certification as to maintenance issued by or on behalf of the Aviation Authority in respect of the Aircraft and shall from time to time provide to Lessor a copy on request;

(m) maintain the Engines with respect to overhaul build standards and disc replacements at a level which is consistent with the level applied by Lessee in relation to other engines of the same type as the Engines in its fleet;

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(n) maintain the Engines and the APU in an “on condition” program as set forth in the respective manufacturer’s maintenance manual;

(o) not enter into any engine maintenance cost per flight hour, power-by-the-hour or similar agreement with the Engine manufacturer or any other engine maintenance facility or organization that includes any Engine without Lessor’s prior written consent;

(p) subject to Section 11.3, procure promptly the replacement of any Engine or Part which has become time, cycle or calendar expired, lost, stolen, seized, confiscated, destroyed, damaged beyond repair, unserviceable or permanently rendered unfit for use, with an engine or part complying with the conditions set out in Section 8.13(a);

(q) accomplish all repairs, modifications and alterations in accordance with the SRM or, if the repair, modification or alteration is outside the scope of the SRM, as recommended in writing by the applicable manufacturer and approved by the FAA and the Aviation Authority and supported with an FAA release form);

(r) provide Lessor with a written summary of all sampling programs involving or affecting the Aircraft;

(s) ensure that overhauls, if any, are accomplished using maintenance and quality control procedures approved by the Aviation Authority, and that each Agreed Maintenance Performer provides a complete record of all work performed during the course of such overhaul was accomplished in accordance with the Aviation Authority and FAA requirements; and

(t) comply with the provisions of Section 11.4 in connection with any accident or incident involving the Aircraft.

8.12 Removal of Engines and Parts

Lessee will ensure that no Engine or Part installed on the Aircraft is at any time removed from the Aircraft other than:

(a) if replaced as expressly permitted by this Agreement; or

(b) if the removal is of an obsolete item and is in accordance with the Approved Maintenance Program; or

(c) pursuant to, and in accordance with, Section 8.15; or

(i) during the course of maintaining, servicing, repairing, overhauling or testing that Engine or the Aircraft, as the case may be; or

(i) as part of a normal engine or part rotation program; or

(ii) for the purpose of making such modifications to the Engine or the Aircraft, as the case may be, as are permitted under this Agreement,

and then in each case only if it is reinstalled or replaced by an engine or part complying with Section 8.13(a) as soon as practicable and in any event no later than the Expiry Date.

8.13 Installation of Engines and Parts

(a) Lessee will ensure that, except as permitted by this Agreement, and (in the case of an engine) subject to Section 18.13(e), no engine or part is installed on the Aircraft unless:

(i) in the case of an engine, it (1) is an engine of the same model as, or an improved or advanced version of the Engine it replaces (provided, in the case of an improved or advanced version, it can be installed and operated on the Airframe without modification of the Airframe or the engine, whether or not the other installed Engine is also such an improved or advanced version), (2) is in the same or better operating condition, has substantially similar hours available until the next scheduled checks, inspections, overhauls and shop visits and has the same or greater value and

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utility as the replaced Engine, (3) has attached to it a current “serviceable tag” issued by the Engine Manufacturer or an approved vendor indicating that the engine is new, serviceable or overhauled (and Lessee shall retain all such tags), and (4) shall be accompanied by documentation establishing traceability “back-to-birth” for all installed LLPs;

(ii) in the case of a part, it (1) is in as good operating condition, (2) has substantially similar hours available until the next scheduled checks, inspections, overhauls and shop visits, is of the same or a more advanced make and model, and is of the same interchangeable modification status as the replaced Part, (3) has attached to it a current “serviceable tag” issued by the manufacturer or approved vendor indicating that the part is new, serviceable or overhauled (and Lessee shall retain all such tags), and (4) shall be accompanied by documentation establishing traceability “back-to-birth”;

(iii) in the case of a part, it has become and remains the property of Lessor free from Security Interests and on installation on the Aircraft will, without further act, be subject to this Agreement, in which case title to the removed part shall automatically become vested in Lessee without further action or warranty on the part of Lessor except that such Part shall be free of Lessor Liens; and

(iv) in each case, Lessee has full details as to its source and maintenance records.

(b) If no Default has occurred and is continuing, Lessee will be entitled to install any engine or part on the Aircraft by way of replacement notwithstanding Section 8.13(a), but (in the case of an engine) subject to Section 18.13(e), if:

(i) there is not available to Lessee at the time and in the place that engine or part is required to be installed on the Aircraft a replacement engine or part complying with the requirements of Section 8.13(a);

(ii) it would result in an unreasonable disruption of the operation of the Aircraft or the business of Lessee to ground the Aircraft until an engine or part complying with Section 8.13(a) becomes available for installation on the Aircraft; and

(iii) as soon as practicable after installation of the same on the Aircraft but, in any event, no later than the earlier of (1) 60 days after such installation and (2) the Expiry Date, Lessee removes any such engine or part and replaces it with the Engine or Part replaced by it or by an engine or part complying with Section 8.13(a).

(c) If no Default has occurred which is continuing, Lessee will be entitled to install Lessee Installed Parts on the Airframe by way of replacement notwithstanding Section 8.13(a)(iii) so long as:

(i) the terms of any lease, conditional sale agreement or security agreement, as the case may be, covering such Lessee Installed Part will not have the effect of prejudicing the title and interest of Lessor in and to the Aircraft (including its Engines and Parts);

(ii) the secured party, lessor or conditional vendor, as the case may be, of such Lessee Installed Part has confirmed and acknowledged in writing (which confirmation and acknowledgment may be contained in the lease, conditional sale agreement or security agreement covering such Lessee Installed Part) to Lessor that it will recognize the respective rights, title and interest of Lessor in and to the Aircraft (including its Engines and Parts) and that it will not seek to exercise any rights whatever in relation thereto; and

(iii) before the Expiry Date Lessee removes any such Lessee Installed Part and replaces it with the Part replaced by it or by another part, in either case complying with Section 8.13(a).

(d) Lessor agrees, for the benefit of any mortgagee or holder of any other Security Interest in any engine (other than an Engine) owned by any lessor of any engine (other than an Engine) and any conditional vendor of any engine (other than an Engine) purchased by the Lessee subject to a conditional sale agreement or any other security agreement, that Lessor shall not claim any title to or interest in any such engine as the result of such engine being installed on the Airframe.

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(e) Lessee agrees with Lessor and accepts that the rights of Lessee to install an engine on the Aircraft pursuant to Section 8.13(a) or Section 8.13(b) are subject to any such installation’s being subject to Lessor’s rights to take possession of the Aircraft under Section 13.2(c)(i) and/or to require Lessee to redeliver the Aircraft under Section 13.2(c)(ii) with such engine installed as if such engine were an Engine, provided that Lessor shall not assert any ownership right in respect of such installed engine pursuant to this Section 8.13(e). Lessee hereby represents, warrants and undertakes to Lessor that Lessee has full authority to agree to the provisions of this Section 8.13(e) in respect of any engine installed by it on the Aircraft pursuant to Section 8.13(a) or Section 8.13(b).

8.14 Non-Installed Engines and Parts

(a) Lessee shall ensure that any Engine or Part which is not installed on the Airframe (or any other airframe as permitted by this Agreement) is, except as expressly permitted by this Agreement, properly and safely stored and kept free from Security Interests (other than Permitted Liens), with insurance thereon complying with the requirements of this Agreement.

(b) Lessee shall notify Lessor whenever an Engine is removed from the Aircraft and, from time to time, upon request procure that any Person to whom possession of an Engine is given acknowledges in writing to Lessor, in form and substance satisfactory to Lessor, that such Person will respect the interests of Lessor in such Engine and will not seek to exercise any rights whatsoever in relation to such Engine.

(c) Notwithstanding Section 8.14(a), Lessee shall be permitted, if no Default has occurred and is continuing, to install any Engine on an airframe and any Part on an airframe or engine:

(i) owned and operated by Lessee free from Security Interests, other than Permitted Liens;

(ii) leased or hired to Lessee pursuant to a lease or conditional sale agreement on a long-term basis and on terms whereby Lessee has full operational control of that aircraft or engine; or

(iii) acquired or financed by Lessee and operated by Lessee on terms that ownership of that aircraft or engine, as the case may be, pursuant to a lease, conditional sale agreement or Security Interest is vested in or held by any other Person;

provided that in the case of (ii) and (iii):

(1) the terms of any such lease, conditional sale agreement or Security Interest will not have the effect of prejudicing the title and interest of Lessor in and to that Engine or Part or the interest of any Financing Party in respect thereof under any Financing Security Document; and

(2) the lessor under such lease, the seller under such conditional sale agreement or the secured party of such Security Interest, as the case may be, has confirmed and acknowledged in writing (which confirmation and acknowledgment may be contained in the lease, conditional sale agreement or document creating the Security Interest covering that Engine or Part) to Lessor, in form and substance satisfactory to Lessor, that it will recognize the respective rights, title and interest of Lessor to and in that Engine or Part and that it will not seek to exercise any rights whatever in relation thereto.

8.15 Pooling of Engines and Parts

Lessee will not enter into nor permit any pooling agreement or arrangement in respect of an Engine or Part without the prior written consent of Lessor except, so long as no Default has occurred which is continuing, for pooling agreements or arrangements satisfying the following conditions:

(a) Lessee has entered into the pooling agreement or arrangement in the ordinary course of its airline business;

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(b) the other parties to the pooling agreement or arrangement are reputable, solvent commercial air carriers or the manufacturers or suppliers of the Engine or Part (or other reputable, solvent organizations whose business includes the administration of and participation in such pooling agreements or arrangements);

(c) the Engine or Part is leased, let on hire or otherwise made available by Lessee on terms conferring no more than a contractual right in personam against Lessee and not a right in rem against such Engine or Part;

(d) the pooling agreement or arrangement does not contemplate the transfer of title to the pooled Engine or Part; and

(e) the pooling agreement or arrangement either provides that Lessor (or any Financing Party designated by Lessor) will be sole loss payee in respect of any loss or damage to the Engine or Part, or provides for Lessor to acquire title to a substitute engine or part satisfying the conditions set out in Section 11.3(a) if the Engine or Part is destroyed.

8.16 Equipment Changes

(a) Lessee will not make any Voluntary Equipment Change expected to cost over $250,000 or that deviates from the Aircraft’s original type design or configuration without the prior written consent of Lessor, which consent shall not be unreasonably withheld.

(b) Lessor may review Lessee’s proposed designs, plans, engineering drawings and diagrams, and flight and maintenance manual revisions for any proposed Equipment Change. If requested by Lessor, Lessee will furnish Lessor (at Lessee’s expense) with such documents in final form and any other documents required by Applicable Law as a result of an Equipment Change. All Equipment Changes made to the Aircraft will be properly documented in the Aircraft Documents and be fully approved by the EASA and the Aviation Authority.

(c) Lessee shall not make any Voluntary Equipment Change that has the effect of diminishing or impairing the value, utility, condition or airworthiness of the Aircraft.

(d) With the exception of the reconfiguration contemplated at 8.16(e). all permanent or structural Equipment Changes and all Mandatory Equipment Changes will, upon installation, become a part of the Aircraft and the property of Lessor. All Voluntary Equipment Changes (other than those performed in accordance with a Manufacturer’s service bulletin) will remain the property of Lessee and, at Lessor’s request, will be removed from the Aircraft before return of the Aircraft to Lessor and the Aircraft will be restored to its condition prior to that Equipment Change; provided, that Lessee may not remove a Voluntary Equipment Change without Lessor’s consent during the continuation of a Default and provided that Lessor shall have the option of purchasing any winglets installed on or interior reconfiguration performed on the Aircraft by Lessee on terms to be mutually agreed or of requiring Lessee to remove same prior to redelivery.

8.17 Title to Engines and Parts

(a) Any Engine at any time removed from the Aircraft will remain the property of Lessor until a replacement has been made in accordance with this Agreement and title to that replacement has passed, according to Applicable Laws, to Lessor subject to this Agreement free of all Security Interests, whereupon title to the removed Engine will, provided no Default has occurred and is continuing, pass to Lessee free of Lessor Liens.

(b) Title to all Parts installed on the Aircraft, whether by way of replacement, as the result of an Equipment Change or otherwise (except those installed pursuant to Section 8.13(b) or Section 8.15) will on installation, without further act, vest in Lessor subject to this Agreement free and clear of all Security

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Interests. Lessee will at its own expense take all such steps and execute, and procure the execution of, all such instruments that are necessary to ensure that title so passes to Lessor according to all Applicable Laws. At any time when requested by Lessor, Lessee will provide evidence to Lessor’s reasonable satisfaction (including the provision, if required, to Lessor of one of more legal opinions) that title has so passed to Lessor.

(c) Except as referred to in Section 8.17 (b), any Part at any time removed from the Aircraft will remain the property of Lessor until a replacement has been made in accordance with this Agreement and until title to that replacement has passed, according to Section 8.17 (b) and Applicable Laws, to Lessor subject to this Agreement free of all Security Interests, whereupon title to the removed Part will, provided no Default has occurred and is continuing, pass to Lessee free of Lessor Liens.

8.18 Third Parties

Lessee shall procure that no Person having possession of the Aircraft during the Term will act in any manner inconsistent with Lessee’s obligations under this Agreement, and that all such Persons shall comply with those obligations as if references to “Lessee” included a separate reference to those Persons. Lessee shall authorize the release by such Persons to Lessor of all details pertaining to the maintenance and Lessee shall, upon Lessor’s request, provide Lessor with letters to all such Persons allowing the disclosure to Lessor of all matters relating to the Aircraft.

8.19 Non-Discrimination

(a) Lessee shall not discriminate against the Aircraft in its use, maintenance or operation of the Aircraft compared to similar aircraft owned or operated by Lessee, and Lessee shall service, repair, maintain and overhaul the Aircraft so as to keep the Aircraft maintained in the same manner and with the same care as used by Lessee with similar aircraft owned or operated by Lessee.

(b) Subject to a sublease permitted pursuant to Section 8.5, Lessee shall continue to use the Aircraft in its regular commercial passenger operations until delivery to the Return Location immediately prior to the Final Inspection.

(c) Lessee further agrees that normal progressive maintenance will continue to be performed on the Aircraft throughout the Term, and no unusual maintenance procedures or cessation of maintenance shall occur during the one year period prior to the Expiry Date.

9. INSURANCE

9.1 Insurances

Lessee will maintain in full force and effect during the Term insurances in respect of the Aircraft in form and substance reasonably satisfactory to Lessor (the “Insurances”) through such brokers and with such insurers and having such deductibles and being subject to such exclusions as are usual and customary in the worldwide aviation insurance marketplace for major international air carriers operating similar equipment who are similarly situated with Lessee. The Insurances will be affected either:

(a) on a direct basis with insurers of recognized standing who normally participate in aviation insurances in the leading international insurance markets and led by reputable underwriters, or

(b) with a single insurer or group of insurers approved by Lessor who does not retain the risk, but effects substantial reinsurance in the leading international insurance markets and through reinsurance brokers of recognized standing and acceptable to Lessor for a percentage acceptable to Lessor of all risks insured.

Lessor acknowledges and confirms that the current deductibles and exclusions, together with the existing brokers and insurers, in respect of the insurances and reinsurances maintained by Lessee on the date of this Agreement are acceptable to it.

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9.2 Requirements

Lessor’s current requirements as to Insurances are as specified in this Section 9 and in Schedule 4. Except for the amount of the Agreed Value, the Minimum Liability Coverage and the deductible under Lessee’s hull and war risk insurance policies, Lessor may from time to time stipulate such other requirements for the Insurances as Lessor reasonably considers necessary to ensure that the scope and level of cover is maintained in accordance with the then prevailing industry practice in relation to aircraft of the same type as the Aircraft and in relation to operators of similar standing to Lessee. In the event that it proposes any such stipulation, Lessor shall notify Lessee accordingly and Lessor and/or its brokers will then consult in good faith with Lessee and Lessee’s brokers (as for the time being approved by Lessor) with regard to such proposed stipulation. If, following the consultation, Lessor is satisfied that the stipulation should be made, Lessee shall then comply with the stipulated requirements.

9.3 Insurance Covenants

Lessee shall:

(a) ensure that all legal requirements as to insurance of the Aircraft, any Engine or any Part that may from time to time be imposed by the laws of the State of Registration or any jurisdiction to, from or over which the Aircraft may be flown, in so far as they affect or concern the operation of the Aircraft, are complied with and, in particular, those requirements compliance with which is necessary to ensure that:

(i) the Aircraft does not become subject to detention or forfeiture;

(ii) the Insurances remain valid and in full force and effect; and

(iii) the interests of the Indemnitees in the Insurances and the Aircraft or any Part are not thereby prejudiced;

(b) not use, cause or permit the Aircraft, any Engine or any Part to be used for any purpose or in any manner not covered by the Insurances or outside any geographical limit imposed by the Insurances;

(c) comply with the terms and conditions of each policy of the Insurances and not do, consent or agree to any act or omission that:

(i) invalidates or may reasonably be expected to invalidate the Insurances;

(ii) renders or may reasonably be expected to render void or voidable the whole or any part of any of the Insurances; or

(iii) brings any particular liability within the scope of an exclusion or exception to the Insurances;

(d) not take out without the prior written approval of Lessor any insurance in respect of the Aircraft other than those of the type required under this Agreement unless relating solely to hull total loss, business interruption, engine break-down, profit commission and deductible risk;

(e) provide to Lessor copies of those documents evidencing the Insurances which Lessor may reasonably request;

(f) on request, provide to Lessor evidence that the Insurance premiums have been paid;

(g) not make any modification or alteration to the Insurances material and adverse to the interests of any of the Indemnitees;

(h) be responsible for any deductible under the Insurances; and provide any other insurance related information, or assistance, in respect of the Insurances as Lessor may reasonably request.

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9.4 Renewal of Insurances

Lessee shall commence renewal procedures at least 30 days prior to the expiration of any of the Insurances and provide to Lessor:

(a) if requested by Lessor, a written status report of renewal negotiations 14 days prior to each expiration date;

(b) telefaxed confirmation of completion of renewal prior to each expiration date; and

(c) a certificate of insurance and broker’s letter of undertaking substantially in the form delivered to Lessor on the Delivery Date, detailing the coverage and confirming the insurers’ agreement to the specified insurance requirements of this Agreement within seven days after each renewal date.

9.5 Failure to Insure

If Lessee fails to maintain the Insurances in compliance with this Agreement:

(a) Lessee shall immediately ground the Aircraft and shall keep it grounded until such time as the Insurances shall again be in full force and effect.

(b) Lessee shall immediately notify Lessor of the non-compliance of the Insurances with the requirements of this Agreement, and Lessee shall provide Lessor with full details of all steps that Lessee is taking or proposes to take in order to remedy such non-compliance.

(c) Each of the Indemnitees will be entitled but not obligated (without prejudice to any other rights of Lessor under this Agreement):

(i) to pay the premiums due or to effect and maintain insurances satisfactory to it or otherwise remedy Lessee’s failure in such manner (including to effect and maintain an “owner’s interest” policy) as it considers appropriate, and any sums so expended by it will become immediately due and payable by Lessee to Lessor on demand (such demand being made as soon as reasonably practicable following the incurring of such expenditure), together with interest thereon at the Default Rate from the date of expenditure by it up to the date of reimbursement by Lessee (before and after any judgment); and

(ii) at any time while such failure is continuing to require the Aircraft to remain at any airport or to proceed to and remain at any airport designated by it until the failure is remedied to its reasonable satisfaction.

9.6 Continuing Insurance for Indemnity

(a) Lessee will effect and maintain insurance with respect to its liability under the indemnities in Section 10 for the period expiring on the sooner of two years from the Expiry Date or upon next major check thereafter) providing for each Indemnitee to be named as an additional insured.

(b) Lessee’s obligation under this Section 9.6 shall not be affected by Lessee ceasing to be lessee of the Aircraft or any of the Indemnitees ceasing to have any interest in respect of the Aircraft, and upon a Transfer pursuant to Section 14.2, Lessee shall continue to name the Indemnitees as additional insureds under the Insurance policies covered by Section 1(d) of Schedule 4 for the sooner two years or next major check after the Transfer date.

9.7 Application of Insurance Proceeds

As between Lessor and Lessee, and except to the extent otherwise required pursuant to the provisions of the airline finance/lease contract Endorsements AVN67B and AVN67B (Hull War) (or any successor provisions then current) adopted by the Lloyd’s Aviation Underwriter’s Association (or any successor endorsements), if applicable:

(a) All insurance payments, up to the Agreed Value, received as the result of a Total Loss occurring during the Term will be paid to Lessor (unless or until Lessor notifies Lessee that said payments should be made to a specified Financing Party).

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(b) All insurance proceeds in respect of any damage or loss to the Aircraft, any Engine or any Part occurring during the Term not constituting a Total Loss and involving insurance proceeds in excess of the Damage Notification Threshold will be paid to Lessor (unless or until Lessor notifies Lessee that said payments should be made to a specified Financing Party) and applied in payment (or to reimburse Lessee) for repairs or replacement property upon Lessor being reasonably satisfied that the repairs or replacement have been effected in accordance with this Agreement. Insurance proceeds in amounts less than the Damage Notification Threshold may be paid by the insurer directly to Lessee. Any balance remaining shall be paid to or may be retained by Lessee.

(c) All insurance proceeds in respect of third party liability will be paid to the relevant third party.

(d) Notwithstanding Sections 9.7(a) and (b), if at the time of the payment of any such insurance proceeds a Default has occurred and is continuing, all such proceeds will be paid to or retained by Lessor (unless or until Lessor notifies Lessee that said payments should be made to a Financing Party) to be applied toward payment of any amounts that may be or become payable by Lessee in such order as Lessor sees fit or as Lessor may elect. In the event that Lessee remedies any such Default to the reasonable satisfaction of Lessor, then Lessor shall procure that all such insurance proceeds then held by Lessor or any Financing Party, as the case may be, in excess of the amounts (if any) applied by Lessor or any Financing Party, as the case may be, in accordance with this Section 9.7(d) shall be paid promptly to Lessee.

9.8 Aggregate Limits

If any of the Insurances is subject to an annual aggregate yearly or other periodic limit, and, by reason of any claims made thereunder during the course of a year or other period in respect of any property subject to such policy, the aggregate amount of coverage available thereunder in respect of the balance of such year or other period shall have been reduced:

(a) Lessee shall forthwith notify Lessor of the amount of any such claim; and

(b) Lessee shall not operate the Aircraft during the balance of such year or other period either (i) without the prior written consent of Lessor or (ii) until Lessee has increased forthwith upon request of Lessor the aggregate limit under the relevant policy for such year or other period to such amount as Lessor may reasonably require.

9.9 Form LSW555D Exclusions

In this Section 9.10, the term “Uninsured Risks” shall mean the matters set out in the exclusions to form LSW555D for chemical or biological weapons, so called “dirty bombs” and electromagnetic pulse weapons. Lessee undertakes that if cover in respect of the Uninsured Risks is, or becomes, available in the London insurance markets or elsewhere at commercially reasonable rates (having reference to the extent to which such cover is commonly taken by first class international airlines) it shall, if requested by Lessor, obtain and maintain, or cause to be obtained and maintained, insurance cover for the Uninsured Risks to the fullest extent available in the leading international insurance markets.

10. INDEMNITY

10.1 General

(a) Lessee shall defend, indemnify and hold harmless each of the Indemnitees for, from and against any and all claims, proceedings, losses, liabilities, suits, judgments, costs, expenses, penalties or fines (each a “Claim”) regardless of when the same is made or incurred, whether during or after the Term (but not before):

(i) that may at any time be suffered or incurred directly or indirectly as a result of or connected with possession, repossession, delivery, performance, management, registration, deregistration, control, maintenance, condition, service, repair, overhaul, leasing, subleasing, use, operation or

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return of the Aircraft, any Engine or Part (either in the air or on the ground) whether or not the Claim may be attributable to any defect in the Aircraft, any Engine or any Part or to its design, testing, use or otherwise, and regardless of when the same arises or whether it arises out of or is attributable to any act or omission, negligent or otherwise, of any Indemnitee; or

(ii) that arise out of any act or omission that invalidates or that renders voidable any of the Insurances; or

(iii) that may at any time be suffered or incurred as a consequence of any design, article or material in the Aircraft, any Engine or any Part or its operation or use constituting an infringement of patent, copyright, trademark, design or other proprietary right or a breach of any obligation of confidentiality owed to any Person.

(b) Notwithstanding the provisions of Section 10.1(a), Lessee shall not have to indemnify for any Claim to the extent that:

(i) it arises directly as a result of the willful misconduct or negligence of an Indemnitee;

(ii) it arises directly as a result of a breach by Lessor of its express obligations under this Agreement or as a result of a representation or warranty given by Lessor in this Agreement not being true and correct at the date when, or when deemed to have been, given or made;

(iii) it constitutes a Non-Indemnified Tax or Lessor Lien;

(iv) it represents a Tax or loss of tax benefits (Lessee’s liabilities for which, to the extent thereof, are set out in Sections 5.7, 5.8, 5.9 and 5.11);

(v) it constitutes a cost or expense that is required to be borne by Lessor in accordance with another provision of this Agreement;

(vi) it results from any disposition not caused by Lessee of all or any part of Lessor’s rights, title or interest in or to the Aircraft or under this Agreement, unless such disposition occurs as a consequence of an Event of Default;

(vii) it is attributable to an event occurring after the Term unless the Claim results from or arises out of an act or omission by Lessee, or any circumstance existing, during the Term; or

(viii) it is brought after the Term and relates to a claimed patent infringement by the applicable Manufacturer.

10.2 Mitigation

(a) Lessor agrees that it shall notify Lessee in writing as soon as reasonably practicable after it becomes aware of any circumstances that would, or would reasonably be expected to, become the subject of a claim for indemnification pursuant to Section 10.1. Lessor (and any other Indemnitee seeking indemnification, as the case may be) and Lessee shall then consult with one another in good faith in order to determine what action (if any) may reasonably be taken to avoid or mitigate such Claim. Lessee shall have the right to take all reasonable action (on behalf and, if necessary, in the name of Lessor or such other Indemnitee) in order to resist, defend or settle (provided such settlement is accompanied by payment) any claims by third parties giving rise to such Claim, provided always that Lessee shall not be entitled to take any such action unless adequate provision, reasonably satisfactory to Lessor and such other Indemnitee, shall have been made in respect of the third party claim and the costs thereof. Lessee or, if the Claim is covered by Lessee’s Insurances, Lessee’s insurers shall be entitled to select any counsel to represent it or them, Lessor and such other Indemnitee in connection with any such action, subject in the case of Lessee to the approval of Lessor and such other Indemnitee (such approval not to be unreasonably withheld) and any action taken by Lessee shall be on a full indemnity basis in respect of Lessor and such other Indemnitee.

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(b) Any sums paid by Lessee to Lessor or any Indemnitee in respect of any Claim pursuant to Section 10.1 shall be paid subject to the condition that, in the event that Lessor or such Indemnitee is subsequently reimbursed in respect of that Claim by any other Person, Lessor or such Indemnitee shall, provided no Default shall have occurred and be continuing, promptly pay to Lessee an amount equal to the sum paid to it by Lessee, including any interest on such amount to the extent attributable thereto and received by Lessor or such Indemnitee, less any Tax payable by Lessor or such Indemnitee in respect of such reimbursement.

10.3 Duration

The indemnities contained in this Agreement will survive and continue in full force after the Expiry Date.

11. EVENTS OF LOSS

11.1 Total Loss Before Delivery

If a Total Loss occurs before Delivery, this Agreement will immediately terminate and neither party will have any further obligation or liability under this Agreement except as expressly stated herein.

11.2 Total Loss After Delivery

(a) If a Total Loss occurs after Delivery, Lessee will pay the Agreed Value to Lessor (or any Financing Party designated by Lessor) on the earlier of:

(i) the date of receipt of the insurance proceeds payable as a result of the Total Loss, or

(ii) the 60th day after the Total Loss Date (the “Settlement Date”),

in either case unless the Aircraft is restored to Lessor or Lessee within that period (or, in the case of a Total Loss coming within paragraph (c) of the definition of Total Loss and involving the loss of Lessor’s title to the Aircraft, if both the Aircraft and Lessor’s title thereto are restored to Lessor or, in the case of the Aircraft, to Lessee).

(b) The receipt by Lessor or any Financing Party (on behalf of Lessor) of the insurance proceeds in respect of the Total Loss on or prior to the Settlement Date shall discharge Lessee from its obligation to pay the Agreed Value to Lessor pursuant to this Section 11.2, provided such proceeds are not less than the Agreed Value. In the event that the insurance proceeds are paid initially to Lessee and not to Lessor or any Financing Party, they may be retained by Lessee if Lessee shall have paid the Agreed Value to Lessor or any Financing Party (on behalf of Lessor); otherwise Lessee shall pay the Agreed Value to Lessor or any Financing Party (on behalf of Lessor) not later than the next Business Day following receipt by Lessee of such proceeds. In the event that Lessee pays the Agreed Value to Lessor or any Financing Party (on behalf of Lessor) in accordance with this Section 11.2, Lessor shall promptly assign to Lessee its rights under the Insurances to receive the insurance proceeds in respect of the Total Loss to the extent that such proceeds shall not have been paid to Lessee.

(c) Subject to the rights of any insurers or other third parties, upon irrevocable payment in full to Lessor or any Financing Party (on behalf of Lessor) of the Agreed Value and all other amounts that may be or become payable to Lessor under this Agreement, Lessor shall without recourse or warranty (except as to the absence of Lessor Liens), and without further act, be deemed to have transferred to Lessee all of Lessor’s rights to any Engines or Parts not installed when the Total Loss occurred, all on an “as-is where is” basis, and shall, at Lessee’s expense, execute and deliver such bills of sale and other documents and instruments as Lessee may reasonably request to evidence (on the public record or otherwise) the transfer and the vesting of Lessor’s rights in such Engines and Parts in Lessee, free and clear of all rights of Lessor and any Lessor Liens.

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11.3 Engine Loss

(a) Upon the occurrence of an Engine Loss in circumstances in which there has not also occurred a Total Loss (including, for the avoidance of doubt, at a time when the Engine is not installed on the Airframe), Lessee shall give Lessor written notice promptly upon becoming aware of the same and shall, within 60 days after the Engine Loss Date, convey or cause to be conveyed to Lessor, as replacement for such Engine, title to a replacement engine that is in the same or better operating condition, and has the same or greater value and utility, as the lost Engine (assuming the lost Engine was, immediately before the Engine Loss, in the condition required by this Agreement) and that complies with the conditions set out in Section 8.13(a).

(b) Lessee will at its own expense take all such steps and execute, and procure the execution of, a full warranty bill of sale covering such replacement engine, a supplement to this Agreement adding such replacement engine to the Aircraft and all such other agreements and instruments that are necessary to ensure that title to such Engine passes to Lessor and is subject to the Security Interest created by any Financing Security Document and such replacement engine becomes an “Engine”, all according to Applicable Laws. At any time when requested by Lessor, Lessee will provide evidence to Lessor’s reasonable satisfaction (including the provision, if required, to Lessor of one of more legal opinions) that title has so passed to Lessor and is subject to the Security Interest created by any Financing Security Document.

(c) Upon compliance with the foregoing title transfer provisions, the leasing of the replaced Engine that suffered the Engine Loss shall cease and title to such replaced Engine shall (subject to any salvage rights of insurers) vest in Lessee free of Lessor Liens. If Lessor or any Financing Party subsequently receives any insurance proceeds relating to such Engine Loss, Lessor shall promptly remit such proceeds, or cause such proceeds to be remitted, to Lessee.

(d) No Engine Loss with respect to any Engine that is replaced in accordance with the provisions of this Section 11.3 shall result in any increase or decrease in Basic Rent or the Agreed Value.

11.4 Damage or Incident Not Constituting a Total Loss

Following the occurrence of any damage to the Aircraft, any Engine or any Part that does not constitute a Total Loss or an Engine Loss and where either (i) the potential cost of repair may reasonably be expected to exceed the Damage Notification Threshold or (ii) Lessor notifies Lessee in writing that Lessor reasonably believes the damage will permanently affect the value of the Aircraft, Lessee shall take the following actions:

(a) Lessee shall consult with, and comply with, all reasonable instructions of Lessor with respect to the accomplishment of repairs;

(b) Lessee shall obtain Lessor’s consent prior to agreeing any repair workscope or seeking Manufacturer approval in connection with any such repairs; and

(c) Lessee shall obtain a written certification satisfactory to Lessor from all relevant Manufacturer’s as to the accomplishment of repairs.

11.5 Requisition

During any requisition for use or hire of the Aircraft, any Engine or Part that does not constitute a Total Loss:

(a) the Basic Rent and Supplemental Rent payable under this Agreement will not be suspended or abated either in whole or in part, and Lessee will not be released from any of its other obligations under this Agreement (other than operational obligations with which Lessee is unable to comply solely by virtue of the requisition);

(b) so long as no Default has occurred and is continuing, Lessee will be entitled to any compensation payable by the requisitioning authority in respect of the Term;

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(c) Lessee will, as soon as practicable after the end of any such requisition (with the Term being extended if and to the extent that the period of requisition continues beyond the Scheduled Expiry Date), cause the Aircraft to be put into the condition required by this Agreement; and

(d) Lessor will be entitled to all compensation payable by the requisitioning authority in respect of any change in the structure, state or condition of the Aircraft arising during the period of requisition, and Lessor will apply such compensation in reimbursing Lessee for the cost of complying with its obligations under this Agreement in respect of any such change; provided, that, if any Default has occurred and is continuing, Lessor may apply the compensation in or towards settlement of any amounts owing by Lessee under this Agreement.

12. RETURN OF AIRCRAFT

12.1 Redelivery

On the Expiry Date or termination of the leasing of the Aircraft under this Agreement, Lessee shall, unless a Total Loss has occurred, at its expense, redeliver the Aircraft and Aircraft Documents to Lessor at the Redelivery Location in a condition complying with this Section 12 and Schedule 3, free and clear of all Security Interests and Permitted Liens (other than Lessor Liens).

12.2 Redelivery Inspection

Lessee will make the Aircraft available to representatives of Lessor and the Financing Parties for redelivery inspection in accordance with Part A of the Schedule 3 in order to verify that the condition of the Aircraft complies with this Agreement. The redelivery inspection will be long enough to permit the representatives of Lessor and the Financing Parties to inspect, at their own cost, the Aircraft Documents, the Aircraft and any uninstalled Parts and Engines. The representatives of Lessor and the Financing Parties shall attend and conduct the Final Inspection diligently and, without limiting their right to conduct the full redelivery inspection permitted by this Agreement, will cooperate with Lessee in order to complete the redelivery inspection as soon as reasonably practical.

12.3 Non-Compliance

To the extent that, at the time of redelivery inspection, the condition of the Aircraft or the Aircraft Documents does not comply with this Agreement, Lessee shall, at the option of Lessor:

(a) immediately rectify the non-compliance and, to the extent the non-compliance extends beyond the Scheduled Expiry Date, the Term will be automatically extended until the date on which the non- compliance has been rectified to the Lessor satisfaction; or

(b) redeliver the Aircraft and the Aircraft Documents to Lessor, provided that parties have agreed on the compensation amount required for putting the Aircraft and/or the Aircraft Documents into the condition required by this Agreement and Lessee has paid such compensation to Lessor.

During any extension of the Term pursuant to Section 12.3, this Agreement will remain in full force and effect, including the obligation to pay the Basic Rent at a rate of US$7,000 a day, provided that Lessee shall not operate, or permit others to operate, the Aircraft except for the Ferry Flight to the Redelivery Location.

12.4 Aircraft Documentation

(a) Lessee shall redeliver to Lessor on the Expiry Date all Aircraft Documents delivered with the Aircraft on the Delivery Date in the form and condition in which such Aircraft Documents were delivered by Lessor to Lessee, and all other Aircraft Documents acquired or prepared by Lessee during the Term, including time logs showing Flight Hours and Cycles for the Airframe, Engines, Landing Gear and APU on any given date, documents, manuals (revised up to and including the most current revisions issued by the applicable Manufacturer), data, overhaul records, time controlled part traceability to overhaul, LLP traceability to overhaul and “zero time since new” for time controlled parts that have been replaced by Lessee, log books, serviceable parts tags for all Parts that have been replaced by

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Lessee, teardown reports or alternative compliance as described in Section 8.13 for time controlled parts that have been replaced by Lessee, Aviation Authority forms (as applicable), modification records, inspection reports (including NDT documentation such as x-ray, eddy current, etcetera) and all other documentation pertaining to the Aircraft, Engines and Parts. All Aircraft Documentation shall be redelivered in the same format as delivered, or if generated by the Lessee during the Term, shall be in a format which can be readily utilized by future lessees. All discrepancies found in the Aircraft Documents shall be corrected, and any missing Aircraft Documents shall be reconstructed by Lessee at Lessee’s sole cost and expense prior to the return of the Aircraft. All Aircraft Documents shall be in the English language.

(b) Upon redelivery and upon request by Lessor, Lessee shall (a) provide to Lessor all documents necessary to export the Aircraft from the State of Registration (including a valid and subsisting export license for the Aircraft), and (b) provide any documents requested by Lessor in connection with, and otherwise cooperate with, the deregistration of the Aircraft by the Aviation Authority, including causing the Aviation Authority to issue an Export Certificate of Airworthiness to a country specified by Lessor.

12.5 Acknowledgment

Provided Lessee has complied with its obligations under this Agreement, following redelivery of the Aircraft by Lessee to Lessor at the Redelivery Location, Lessor will deliver to Lessee an acknowledgment confirming that Lessor is satisfied that the Aircraft is in the condition required by this Agreement and has been redelivered to Lessor in accordance with this Agreement.

12.6 Maintenance Program

(a) During the 60-day period preceding the Scheduled Expiry Date and upon Lessor’s request, Lessee will provide Lessor or its agent reasonable access to the Approved Maintenance Program and the Aircraft Documents in order to facilitate the Aircraft’s integration into any subsequent operator’s fleet. Lessor agrees that it will not disclose the contents of the Approved Maintenance Program to any Person except to the extent necessary to monitor Lessee’s compliance with this Agreement and/or to bridge the maintenance program for the Aircraft from the Approved Maintenance Program to another program after the Expiry Date.

(b) Concurrent with providing the Aircraft Documents for Lessor’s review, Lessee shall provide to Lessor a written summary of all sampling programs involving or affecting the Aircraft.

12.7. Storage

(a) If Lessor so requests, and subject to the availability of the requisite space, Lessee shall park and store the Aircraft at a secure storage area, which may be at the Redelivery Location or at any other suitable facility of Lessee selected by Lessee, wherever located (the “Storage Location”), on behalf of Lessor for a period not exceeding 30 days from the Expiry Date. During that period the Aircraft shall be at Lessee’s risk (save as to any loss or damage caused by Lessor’s willful misconduct or gross negligence), and Lessee shall maintain and store the Aircraft in accordance with the respective manufacturer’s maintenance planning document and shall insure the Aircraft in accordance with a “ground risk only” policy usual and customary in the worldwide aviation insurance marketplace. All storage, maintenance and insurance costs shall be borne by Lessor.

(b) If Lessor so requests, and subject to the availability of the requisite space, Lessee shall continue to park and store the Aircraft at the Storage Location on behalf of Lessor for a further period not exceeding 60 days. During that further period the Aircraft shall be at Lessor’s risk (save as to any loss or damage caused by Lessee’s willful misconduct or gross negligence), but Lessee shall continue to maintain, store and insure the Aircraft in accordance with this Section 12.8. All reasonable storage, maintenance and insurance costs incurred by Lessee (excluding any profit element accruing to Lessee) during such further period shall be reimbursed by Lessor promptly upon presentation of supporting invoices and/or receipts.

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12.8. Ferry Flight

After acknowledgment of redelivery of the Aircraft pursuant to Section 12.5 or storage of the Aircraft pursuant to Section 12.7, Lessee will, at Lessor’s request and at Lessee’s cost, ferry the Aircraft to a Redelivery Location.

13. DEFAULT

13.1 Events of Default

Each of the following events will constitute an Event of Default and a repudiation of this Agreement by Lessee:

(a) Non-payment: Lessee (i) fails to pay the Agreed Value and all other amounts required under Section 11.2 on the Settlement Date, (ii) fails to make any payment of Rent within two (2) Business Days after the date on which such payment is due, or (iii) fails to pay any other amount payable by it under this Agreement within five (5) Business Days after written notice from Lessor that such amounts are due; or

(b) Material Covenants: Lessee (i) fails to rectify the non-compliance of the Aircraft with the conditions of Section 12 or redeliver the Aircraft to Lessor in accordance with Section 12, or (ii) fails to maintain in full force and effect any insurance required to be maintained under Section 9, or (iii) transfers possession of the Airframe or any Engine to another Person other than as permitted by this Agreement; or

(c) Breach: Lessee fails to comply with any other provision of this Agreement and, if such failure is, in the reasonable opinion of Lessor, capable of remedy, the failure continues for 14 days after notice from Lessor to Lessee, provided, that if such failure cannot reasonably be remedied within such 14 day period and Lessee is diligently undertaking all necessary remedial action, the 14 day period shall be extended for a further 14 days; or

(d) Representation: any representation or warranty made (or deemed to be repeated) by Lessee in this Agreement or in any document or certificate furnished to Lessor pursuant to or in connection with this Agreement is or proves to have been incorrect in any material respect when made or deemed to be repeated; or

(e) Cross Default:

(a) any Financial Indebtedness of Lessee or any of its Subsidiaries that exceeds $1,500,000 is not paid when due and any applicable grace period shall have expired;

(ii) the security for any Financial Indebtedness is enforced;

(iii) any lease, conditional sale, installment sale or forward purchase agreement of Lessee or any of its Subsidiaries in respect of an aircraft is terminated as a consequence of an event of default or termination event (howsoever described); or

(iv) an event of default (howsoever described) occurs under any lease, conditional sale, installment sale, or forward purchase agreement between Lessor or any of its Subsidiaries and Lessee or any of its Subsidiaries;

provided always, in any such case, it shall not constitute an Event of Default under this Agreement:

(1) if the relevant Financial Indebtedness constitutes non-recourse borrowing or financing; or

(2) if the non-payment, acceleration, termination or event in question is being contested by Lessee in good faith and on reasonable grounds and any declaration of default, termination of agreement or enforcement of security has been stayed by a court of competent jurisdiction; or

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(f) Approvals: any consent, authorization, license, certificate or approval of or registration with or declaration to any Government Entity in connection with this Agreement, including:

(i) any authorization required by Lessee of, or in connection with, the execution, delivery, validity, enforceability or admissibility in evidence of this Agreement or the performance by Lessee of its obligations under this Agreement; or

(ii) any airline license, air transport license, franchise, concession, permit, certificate, right or privilege required by Lessee for the conduct of its business,

is modified, withheld, revoked, suspended, canceled, withdrawn, terminated or not renewed, or otherwise ceases to be in full force and is not reissued, reinstated or renewed within 30 days, provided however that any such modification, withholding, revocation, suspension, cancellation, withdrawal, termination or non- renewal shall only constitute an Event of Default if it has a material adverse effect on Lessee’s ability to perform its obligations under the Operative Documents or on Lessor’s rights, title and interest to and in the Aircraft or under this Agreement; or

(g) Insolvency:

(i) Lessee is, or is deemed for the purposes of any relevant law to be, unable to pay its debts as they fall due or to be insolvent; or

(ii) Lessee suspends making payments on all or any class of its debts or announces an intention to do so, or a moratorium is declared in respect of any of its indebtedness; or

(h) Bankruptcy and Similar Proceedings:

(i) Lessee shall consent to the appointment of a receiver, trustee or liquidator for itself or for a substantial part of its property; or

(ii) Lessee shall admit in writing its inability to pay its debts generally as they become due, or Lessee shall make a general assignment for the benefit of creditors; or

(iii) Lessee shall file a voluntary petition in bankruptcy or a voluntary petition or answer seeking reorganization in a proceeding under any laws dealing with bankruptcy, insolvency, moratorium or creditors’ rights generally (any or all of which are hereinafter referred to as “Bankruptcy Laws”), or an answer admitting the material allegations of a petition filed against Lessee in any such proceeding, or Lessee shall by voluntary petition or answer consent to or fail to oppose the seeking of relief under the provisions of any Bankruptcy Laws; or

(iv) any order, judgment or decree is entered by a court of competent jurisdiction appointing a receiver, trustee or liquidator of Lessee or a substantial part of its property, or ordering a substantial part of Lessee’s property to be sequestered, is instituted or done with the consent of Lessee or, if instituted by another Person, the order, judgment or decree is not dismissed, remedied or relinquished within 30 days; or

(v) a petition against Lessee in a proceeding under any Bankruptcy Laws shall be filed and shall not be withdrawn or dismissed within 30 days thereafter, or if, under the provisions of any Bankruptcy Laws that may apply to Lessee, any court of competent jurisdiction shall assume jurisdiction, custody or control of Lessee or of any substantial part of its property; or

(vi) any step (including petition, proposal or convening a meeting) is taken with a view to an assignment or arrangement with any creditors of, or the reorganization, rehabilitation, administration, or liquidation, or dissolution of, Lessee or any other insolvency proceedings involving Lessee; or

(i) Other Jurisdiction: there occurs in relation to Lessee any event anywhere which, in the reasonable opinion of Lessor, corresponds with any of those mentioned in Section 13.1(h); or

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(j) Unlawful: it becomes unlawful for Lessee to perform any of its material obligations under this Agreement or this Agreement becomes wholly or partly invalid or unenforceable, provided that any such partial invalidity or unenforceability shall only constitute an Event of Default if it has a material adverse effect on Lessee’s ability to perform its obligations under this Agreement or Lessor’s rights, title and interest in and to the Aircraft or under this Agreement; or

(k) Suspension of Business: Lessee suspends or ceases to carry on all or a substantial part of its business; or

(l) Disposal: Lessee or any of its Subsidiaries disposes or threatens to dispose of all or a material part of its assets, whether by one or a series of transactions, related or not, other than pursuant to a merger or consolidation as referred to in, and subject to, Section 8.8(b) or for the purpose of any other reorganization or amalgamation the terms of which have received the previous consent in writing of Lessor; or

(m) Rights: the existence, validity, enforceability or priority of the rights of Lessor as owner and lessor in respect of the Aircraft or the rights of any Financing Party as mortgagee of the Aircraft or assignee of this Agreement are challenged by Lessee or any other Person claiming by or through Lessee; or

(n) Change of Ownership: any single Person or group of Persons (other than a current shareholder of Lessee) acquire control, directly or indirectly, of Lessee without the previous consent in writing of Lessor (which consent shall not be withheld unless Lessor is of the reasonable opinion that such acquisition of control will have a materially adverse effect on Lessee’s ability to perform its obligations under this Agreement or Lessor’s rights, title and interest in and to the Aircraft or under this Agreement), not including (i) individuals or other Persons that are currently in control of Lessee, (ii) spouses of any such individuals, (iii) any lineal ancestor or descendant of any such individual, (iv) any spouse of any individual covered by clause (iii), or (v) a partnership or trust set up for the benefit of individuals identified in clauses (i) through (iv); or

(o) Delivery: Lessee fails (i) to accept delivery of the Aircraft when validly tendered pursuant to this Agreement by Lessor (provided that Lessor shall have satisfied the conditions precedent set out in Section 3.4) or fails to deliver any of the conditions precedent referred to in Sections 3.1 or 3.2 within the specified time periods when they are due; or (ii) to deliver any of the conditions subsequent referred to in Section 3.6 within the specified time periods therein, or (iii) to observe or perform any of its obligations or covenants set forth in Sections 8, or (iv) to provide the monthly maintenance status report required by Section 8.2 (e), or (v) to redeliver the Aircraft to Lessor on the Required Redelivery Date in accordance with, and in the condition required under Section 12; or

(p) Adverse Change: any event or series of events occurs which, in the reasonable opinion of Lessor, could be expected to have a material adverse effect on the financial condition or operations of Lessee or on the ability of Lessee to comply with its obligations under the Operative Documents or to have a prejudicial effect on Lessor’s or any Financing Party’s rights, title and/or interest in, to or under the Aircraft and/or the Operative Documents; or

(q) Nationalization: all or a material part of the undertakings, rights, assets or revenues of, or shares or other ownership interests in, Lessee are seized, nationalized, expropriated or compulsorily acquired by or under the authority of any Government Entity.

13.2 Rights

(a) Remedies. Upon the occurrence of any Event of Default and at any time thereafter so long as the same shall be continuing, Lessor may at its option by notice in writing to Lessee treat such event as a repudiation by Lessee of its obligations under this Agreement or declare this Agreement to be in default; provided that, upon the occurrence of any Event of Default shall automatically be deemed to have been repudiated by Lessee and declared in default without notice. Once this Agreement has been repudiated by Lessee or declared in default, or is deemed to have been repudiated by Lessee or declared in default, in accordance with the foregoing sentence, then, and at any time thereafter, Lessor may automatically, at its election and in its sole discretion, without making demand, giving notice or taking any other action:

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(i) proceed by appropriate court action or actions, either at law or in equity, to enforce performance by Lessee of the applicable covenants of Lessee hereunder and to recover damages for the breach thereof and to rescind this Agreement;

(ii) (A) if the Aircraft has not yet been delivered to Lessee, terminate the obligation to deliver and lease the Aircraft hereunder, and (B) if the Aircraft has been delivered to Lessee, terminate the leasing of the Aircraft hereunder by written notice and require that Lessee, and Lessee shall upon the request of Lessor, immediately return the Aircraft to Lessor in the manner set forth in such notice, in which event such return shall not be delayed for purposes of complying with the return conditions set forth in Section 12 (none of which conditions shall be deemed to affect Lessor’s possession of the Aircraft) or be delayed for any other reason (notwithstanding the foregoing, at Lessor’s option, Lessee shall be required thereafter to take such actions as would be required by the provisions of this Agreement as if the Aircraft were being returned in full compliance with Section 12), and, in the case of (A) or (B), sell at private or public sale, as Lessor may determine, or hold, use, operate or lease to others the Aircraft as Lessor in its sole discretion may determine, all free and clear of any rights of Lessee;

(iii) take all steps deemed by Lessor to be necessary or appropriate to deregister and export the Aircraft from the State of Registration; and/or

(iv) without terminating the leasing of the Aircraft hereunder, by notice to the Lessee, require the grounding of the Aircraft.

(b) Repossession. Upon the occurrence of any Event of Default, Lessor and its representatives and agents, to the extent permitted by law shall:

(i) have the right to enter upon any premises where Lessor reasonably believes the Aircraft, the Airframe, any Engine, any Part or the Aircraft Documents to be located and take immediate possession of and, at Lessor’s sole option, remove the same (and any engine or part which is not an Engine or Part but which is installed on the Airframe, subject to the rights of the owner, lessor or secured person thereof) with or without any judicial proceedings, all without liability of any kind whatsoever;

(ii) not be liable, in conversion or otherwise, for the taking of any personal property of Lessee or any other person which is in or attached to the Aircraft, the Airframe, an Engine or Part or included among the Aircraft Documents which is or are repossessed; provided, however, that Lessor shall return to Lessee or such other person at Lessee’s expense all such personal property belonging to Lessee or such other person;

(iii) not be liable or responsible, in any manner, for any inadvertent damage or injury to any of Lessee’s property in repossessing and holding the Aircraft, the Airframe, any Engine, any Part or the Aircraft Documents, except for that caused by or in connection with Lessor’s wilful misconduct;

(iv) have the right to maintain possession of and dispose (by sale or lease) of the Aircraft, the Airframe, any Engine, any Part or the Aircraft Documents on any premises owned by Lessee or under Lessee’s control; and

(v) have the right to obtain a key to any premises at which the Aircraft, the Airframe, any Engine, any Part or the Aircraft Documents may be located from the landlord or owner thereof.

(c) Assembly. Upon the occurrences of any Event of Default, if required by Lessor, Lessee shall assemble and make the Aircraft, the Airframe, any Engine, any Part’s and the Aircraft Documents available at a place designated by Lessor.

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(d) Non-exclusive Remedies. No remedy referred to in this Section 13.2 is intended to be exclusive, but, to the extent permissible hereunder or under applicable law, each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity and the exercising or beginning of exercise by Lessor of any one or more of such remedies shall not preclude the simultaneous or later exercise by Lessor of any or all of such other remedies. No express or implied waiver by Lessor of any Default or Event of Default shall in any way be, or be construed to be, a waiver of any future or subsequent Default or Event of Default. To the extent permitted by applicable law, Lessee hereby waives any rights now or hereafter conferred by statute or otherwise that may require Lessor to sell, lease or otherwise use the Aircraft or any Engine which may otherwise limit or modify any of Lessor’s rights or remedies hereunder.

(e) Power of Attorney. Lessee hereby irrevocably appoints Lessor (which appointment is coupled with an interest) as Lessee’s agent and attorney-in-fact to execute all documents deemed by Lessor to be necessary or desirable to release, terminate and void Lessee’s interest in the Aircraft, to de-register and export the Aircraft and to file said documents for recordation with the Aviation Authority and any other appropriate Government Entity. Lessor agrees that it will not use this agency unless an Event of Default has occurred.

(f) Cape Town Convention Remedies. If the Cape Town Convention is ratified or made applicable in the State of Registration or the Habitual Base, Lessee and Lessor acknowledge and agree that:

(i) each of the Events of Default set forth in Section 13.2 will be deemed to be an event that constitutes a “default” (as such term is used in the Cape Town Convention);

(ii) upon the occurrence of any Event of Default, Lessor will be afforded all speedy and other relief, rights and remedies specified in the Cape Town Convention as a result of such Event of Default;

(iii) Article 13(2) of the Cape Town Convention shall not apply to this Agreement if Lessor elects to exercise its rights under Article 13(1) of the Cape Town Convention in accordance with Clause 14.2 of this Agreement;

(iv) for purposes of Article XI, alternative B of the Protocol, the time period to be applied for paragraph 2 of Article XI of the Protocol shall be 15 days;

(v) all of the rights and remedies of Lessor specified in this Section 13.2 will be construed to be “additional remedies” (as such term is used in and permitted by the Cape Town Convention), which may be exercised by Lessor pursuant to this Agreement subject to the requirements of applicable law; and

(vi) Lessor may, without notice to Lessee, take all steps as are contemplated by the Cape Town Convention to deregister the Aircraft, export the Aircraft from the State of Registration and, if applicable, discharge any international interest in respect of the Aircraft, this Agreement and the other Lessee’s Documents from the International Registry.

13.3. Payments on Events of Default

(a) Past Due Payments. Upon the occurrence of any Event of Default which is continuing and/or following termination of the leasing of the Aircraft or the obligation to deliver the Aircraft, whether or not Lessor shall have exercised, or shall thereafter exercise, any of its rights under Section 13.2, Lessee shall, upon receipt of notice from Lessor, pay to Lessor all arrears of (a) Rent and (b) any other sums (whether in respect of interest, costs, fees, expenses or otherwise) then owing under the Lessee’s Documents.

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(b) Indemnity. Upon the occurrence of any Event of Default which is continuing and/or following termination of the leasing of the Aircraft or the obligation to deliver the Aircraft pursuant to Section 13.2, whether or not Lessor shall have exercised, or shall thereafter exercise, any of its rights under Section 13.2, Lessee shall, upon receipt of notice from Lessor, indemnify each Lessor Party and each of their respective Affiliates against:

(i) all fees, costs and expenses (including legal, professional, inspection and out-of-pocket expenses and other costs but without duplication of any other amounts paid under Section 13.3 (a)    or this Section 13.3 (b)) payable or incurred by such person in connection with such Default or Event of Default or the enforcement of, or preservation of any of Lessor’s rights under, this Agreement or in respect of recovering possession of the Aircraft or carrying out any works or modifications required to place the Aircraft in the condition set forth in Section 12; and

(ii) any loss (including loss of profit), damage, expense, cost or liability that such person may sustain or incur as a consequence of the occurrence of any Default or Event of Default and/or termination of the leasing of the Aircraft pursuant to Section 13.2, including:

(1) any loss of profit suffered because of the inability to place the Aircraft on lease with another lessee on terms as favourable as the terms hereof or because whatever use, if any, to which Lessor is able to put the Aircraft upon its return (or the funds arising upon a sale or other disposal thereof) is not as profitable as leasing the Aircraft in accordance with the terms hereof would have been;

(2) any amount of interest, fees or other sums whatsoever paid or payable on account of funds borrowed in order to carry any unpaid amount;

(3) amounts payable in respect of any loss, premium, penalty or expense that may be incurred in repaying funds raised to finance the Aircraft or in unwinding any swap, forward interest rate agreement or other financial instrument relating in whole or in part to any financing of the Aircraft; and

(4) any loss, cost, expense or liability owing to Lessee’s failure to redeliver the Aircraft on the Required Redelivery Date in the condition required by this Agreement (including damages suffered by owner and/or Lessor from the loss of a subsequent lease or sale of the Aircraft resulting from Lessee’s failure to redeliver the Aircraft on time and in the agreed condition required by this Agreement).

(c) Further Notices. Lessor shall be entitled, following the issuance of a notice under Section 13.3 (a) or 13.3    (b), to issue further notices thereafter in respect of any amounts referred to in this Section 13.3 that shall not have been incurred and/or quantified at the date of any previous notice.

(d) No limitation. Lessor’s rights to payments under this Section 13.3 are not intended to be exclusive but are in addition to any other remedy available to Lessor under applicable law.

14. ASSIGNMENT, TRANSFER and FINANCING

14.1 No Assignment by Lessee

Lessee shall not assign any of its right, title, interests, duties, obligations or liabilities in, to or under this Agreement, or create or permit to exist any Security Interest (other than Permitted Liens) over any of its rights under this Agreement, and any such purported assignment or grant of a Security Interest shall be void ab initio and of no force or effect. Without limiting the foregoing, if any assignment prohibited under the foregoing sentence shall be valid by operation of any non-waivable provision of Applicable Law, Lessee shall nevertheless remain fully liable for the payment and performance of all of Lessee’s obligations to be paid and performed hereunder as fully and to the same extent as if such assignment had not been effected, without prejudice to the obligations of such assignee.

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14.2 Lessor Assignment

Lessor may sell, assign or transfer all or any of its rights under this Agreement and in the Aircraft (the “Transfer”) and Lessor will, other than in the case of an assignment for security purposes, have no further obligation under this Agreement following a Transfer but, notwithstanding any Transfer, will remain entitled to the benefit of each indemnity under this Agreement.

(a) In connection with any Transfer, the following conditions shall apply:

(i) Lessor shall give Lessee written notice of such Transfer at least 10 Business Days before the date of such Transfer, specifying the name and address of the proposed purchaser, assignee or transferee (the “Transferee”);

(ii) the Transferee will have full corporate power and authority to enter into and perform the transactions contemplated by this Agreement on the part of “Lessor”;

(iii) on the Transfer date Lessor and the Transferee shall enter into an agreement or agreements in which the Transferee confirms that it shall be deemed a party to this Agreement and agrees to be bound by all the terms of, and to undertake all of the obligations of, Lessor contained in this Agreement arising on or after the time of the Transfer, including, without limitation, the quiet enjoyment provisions of Section 7.1 hereof; and

(iv) such Transfer shall not violate any Applicable Law.

(b) Upon any Transfer, the Transferee shall be deemed Lessor for all purposes of this Agreement, each reference in this Agreement to “Lessor” shall thereafter be deemed for all purposes to refer to the Transferee, and the transferor shall be relieved of all obligations of “Lessor” under this Agreement arising after the time of such Transfer except to the extent attributable to acts or events occurring prior to the time of such Transfer.

(c) Upon compliance by Lessor and a Transferee with the terms and conditions of Section 14.2(a), Lessee shall at the time of Transfer, at the specific written request of Lessor and with Lessor paying all of Lessee’s reasonable out-of-pocket costs and expenses:

(i) execute and deliver to Lessor and to such Transferee an agreement, in form and substance satisfactory to Lessor, Lessee and such Transferee, dated the date of such transfer, consenting to such transfer, agreeing to pay all or such portion of the Basic Rent and other payments under this Agreement to such Transferee or its designee as such Transferee shall direct, and agreeing that such Transferee shall be entitled to rely on all representations and warranties made by Lessee in the Operative Documents or in any certificate or document furnished by Lessee in connection with the Operative Documents as though such Transferee was the original “Lessor”;

(ii) execute and deliver to Lessor or such Transferee, as appropriate, precautionary Uniform Commercial Code financing statements or amendments reflecting the interests of such Transferee in the Aircraft and this Agreement;

(iii) deliver to Lessor and to such Transferee a certificate, signed by a duly authorized officer or Lessee, dated the date of such transfer, to the effect that (1) no Event of Default has occurred and is continuing or, if one is then continuing, describing such Event of Default, and (2) the representations and warranties set forth in Section 2.1 are true and correct as of such date;

(iv) cause to be delivered to Lessor and such Transferee certificates of insurance and broker’s letters of undertaking substantially in the form delivered to Lessor on the Delivery Date, detailing the coverage and confirming the insurers’ agreement to the specified insurance requirements of this Agreement and listing Lessor and Transferee as additional insureds and the Transferee as sole loss payee (subject to other direction by any Mortgagee);

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(v) deliver to Lessor and to such Transferee an opinion of Lessee’s counsel (which may be Lessee’s General Counsel), addressed to Lessor and such Transferee to the effect that the agreement referred to in Section 14.2(c)(i) has been duly authorized and executed by Lessee and constitutes the legal, valid and binding obligation of Lessee, enforceable against Lessee in accordance with its terms (subject to customary exceptions), and to the effect that such Transferee may rely on the opinion delivered by such counsel or its predecessor counsel in connection with this Agreement on the Delivery Date with the same force and effect as if such Transferee was an original addressee of such opinion when given;

(vi) deliver to Lessor and such Transferee information on the location of the Airframe and Engines at all times requested by Lessor in order to permit the Transfer to take place at a time and on a date so as to eliminate or minimize any Taxes applicable to the Transfer; and

(vii) such other documents as Lessor or such Transferee may reasonably request.

14.3 Financing Parties; Grants of Security Interests

(a) On or before the Delivery Date, and from time to time thereafter, Lessor shall advise Lessee in writing of any Financing Parties, and of any Financing Documents relevant to such Financing Parties status as Additional Insureds and of any Financing Security Documents providing to any Financing Parties a Security Interest in the Aircraft or Lessor’s right, title and interest in any Operative Documents.

(b) Lessor shall be entitled at any time after Delivery to grant a Security Interest in the Aircraft or its right, title and interest in any Operative Document in replacement of or with a priority senior, equal or subordinate to any previous grant of a Security Interest. In the case of any such grant after Delivery, Lessee shall promptly, at the specific written request of Lessor and with Lessor paying all of Lessee’s reasonable out-of-pocket costs and expenses:

(i) execute and deliver to Lessor a notice and acknowledgment referring to the new Financing Security Document, provided that any Financing Parties to whom such acknowledgment is given shall give to Lessee a quiet enjoyment undertaking in substantially the same terms as those set out in Section 7.1 hereof;

(ii) deliver to Lessor and any new Financing Parties identified by Lessor a certificate, signed by a duly authorized officer of Lessee, dated the date of the grant of the additional Security Interest by Lessor, to the effect that (1) no Event of Default has occurred and is continuing or, if one is then continuing, describing such Event of Default, and (2) the representations and warranties set forth in Section 2.1 are true and correct as of such date;

(iii) cause to be delivered to Lessor certificates of insurance and broker’s letters of undertaking substantially in the form delivered to Lessor on the Delivery Date, detailing the coverage and confirming the insurers’ agreement to the specified insurance requirements of this Agreement, adding the additional Financing Parties identified by Lessor as additional insureds and, if requested by Lessor, as loss payees;

(iv) such other documents as Lessor may reasonably request.

14.4 Sale and Leaseback by Lessor

In addition to the Transfers and grants of Security Interests permitted by Sections 14.2 and 14.3, Lessor shall be entitled to transfer its right, title and interests in and to the Aircraft to any Person and lease the Aircraft from such Person (the “Head Lessor”), and in such event Lessor shall retain its rights and obligations as “Lessor” under this Agreement. In the event of such a sale and lease-back by Lessor, (a) the Head Lessor shall meet the requirements for a “Transferee” as defined in Section 14.2(a)(i) above, (b) Lessor shall be entitled to assign its rights in this Agreement to such Head Lessor as security for its obligations under the head lease, (c) the Head Lessor shall be entitled to grant to one or more purchase money lenders, or to an indenture trustee on behalf of such lenders, a Security Interest covering the Aircraft and the Operative Documents, (d) Lessee shall execute and deliver to Lessor, such Head Lessor and such secured parties, as appropriate, the documents specified in Sections 14.2(c) and 14.3(b) above, and Lessee shall cooperate with Lessor to make such other changes to this Agreement, such as including such Head Lessor and such secured parties as additional insureds and “Indemnitees”, as Lessor may reasonably request so long as such changes do not adversely affect the rights or obligations of Lessee under this Agreement or otherwise adversely affect Lessee and with Lessor paying all of Lessee’s reasonable out-of-pocket costs and expenses.

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14.5 Further Acknowledgments

Lessee further acknowledges that any Transferee shall in turn have the rights of, and be subject to the conditions to, transfer and grants of Security Interests set forth above in this Section 14.

14.6 Certain Protections for Lessee’s Benefit

The rights of Lessee under this Agreement shall be superior to the rights of any Financing Party or Head Lessor, and Lessor shall require each Financing Party holding a Security Interest in this Agreement and each Head Lessor to agree in writing with Lessee that such Financing Party’s and Head Lessor’s rights in and to the Aircraft and/or this Agreement shall be subject to the terms of this Agreement, including to Lessee’s rights to the quiet use, possession and enjoyment provisions contained in this Agreement. Lessor’s obligations to perform the terms and conditions of this Agreement shall remain in full force and effect notwithstanding the creation of any Financing Security Document or Head Lease. Lessor shall not enter into any Financing Security Document or Head Lease that violates the terms of this Section 14.6.

15. GOVERNING LAW AND JURISDICTION

15.1 Governing Law

THIS AGREEMENT AND EACH OTHER OPERATIVE DOCUMENT, UNLESS OTHERWISE EXPRESSLY PROVIDED THEREIN, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK.

15.2 Consent to Jurisdiction

Each of Lessor and Lessee hereby agrees that the courts of New York are to have nonexclusive jurisdiction to settle any disputes which may arise in connection with this Agreement or any other Operative Document, and by execution and delivery of this Agreement each of Lessor and Lessee hereby irrevocably submits to and accepts with regard to any such action or proceeding, for itself and in respect of its assets, generally and unconditionally, the jurisdiction of the aforesaid courts. Each of Lessor and Lessee waives objection to the courts of New York on grounds of inconvenient forum or otherwise as regards proceedings in connection with the Operative Documents and agrees that a judgment or order of a New York court in connection with an Operative Document is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction. Nothing herein shall limit the right of either Lessor or Lessee from bringing any legal action or proceeding or obtaining execution of judgment against the other in any other appropriate jurisdiction or concurrently in more than one jurisdiction. Each of Lessor and Lessee further agrees that, subject to applicable law, a final judgment in any action or proceeding arising out of or relating to this Lease Agreement or any other Operative Document shall be conclusive and may be enforced in any other jurisdiction outside New York by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and the amount of the indebtedness or liability therein described, or in any other manner provided by law.

15.3 Service of Process

(a) Prior to Delivery Lessee shall irrevocably designate, appoint and empower its authorized agent to receive on its behalf and on behalf of its property service of copies of the summons and complaint and any other process which may be served in any action or proceeding arising out of or relating to any Operative Document. Such service may be made by mailing or delivering a copy of such process in care of the appropriate process agent described in this Section 15.3 and Lessee hereby irrevocably authorizes and directs its designated process agent to accept such service on its behalf. Lessee further agrees that failure by a process agent appointed in accordance with the foregoing terms to notify Lessee of the

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process shall not invalidate the proceeding concerned. Notwithstanding the foregoing, nothing herein shall affect the rights of either party to serve process in any other manner permitted by Applicable Laws. Lessee shall maintain such process agent, or such other Person located within New York and as may be reasonably acceptable to Lessor, as its agent for service of process in New York during the Term and six months thereafter, at Lessee’s sole cost and expense.

(b) Without prejudice to any other mode of service, each of Lessor and Lessee consents to the service of process relating to any proceedings involving, directly or indirectly, any matter arising out of or relating to this Agreement by mail of a copy of the process to Lessee’s address identified in Section 16.10(b).

16. MISCELLANEOUS

16.1 Waivers, Remedies Cumulative

The rights of Lessor or Lessee under this Agreement may be exercised as often as necessary, are cumulative and not exclusive of that party’s rights under any law and may be waived only in writing and specifically. Delay in exercising or non-exercise of any such right is not a waiver of that right.

16.2 Delegation

Lessor or any Financing Party may delegate to any Person or Persons all or any of the trusts, powers or discretions vested in it by this Agreement and any such delegation may be made upon such terms and conditions and subject to such regulations (including power to sub-delegate) as Lessor or such Financing Party, respectively, in its absolute discretion thinks fit provided that no such delegation shall increase Lessee’s obligations hereunder.

16.3 Appropriation

If any sum paid or recovered in respect of the liabilities of Lessee under this Agreement is less than the amount then due, Lessor may apply that sum to amounts due under this Agreement in such proportions and order and generally in such manner as Lessor may determine.

16.4 Currency Indemnity

(b) If Lessor receives an amount in respect of the Lessee’s liability under this Agreement or if such liability is converted into a claim, proof, judgment or order in a currency other than the currency (the “contractual currency”) in which the amount is expressed to be payable under this Agreement:

(i) Lessee will indemnify Lessor, as an independent obligation, against any loss arising out of or as a result of such conversion;

(ii) if the amount received by Lessor, when converted into the contractual currency (at the market rate at which Lessor is able on the relevant date to purchase the contractual currency in New York City with that other currency) is less than the amount owed in the contractual currency, Lessee will, forthwith on demand, pay to Lessor an amount in the contractual currency equal to the deficit; and

(iii) Lessee will pay to Lessor on demand any exchange costs and Taxes payable in connection with the conversion.

(c) Lessee waives, to the extent permitted by Applicable Law, any right it may have in any jurisdiction to pay any amount under this Agreement in a currency other than that in which it is expressed to be payable.

16.5 Payment by Lessor

Lessor will not be obliged to pay any amounts to Lessee under this Agreement so long as any sums which are then due from Lessee under this Agreement remain unpaid and any such amounts which would otherwise be due will fall due only if and when Lessee has paid all such sums.

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16.6 Severability

If a provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that will not affect:

(a) the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or

(b) the legality, validity or enforceability in any other jurisdiction of that or any other provision of this Agreement.

16.7 Remedy

If Lessee fails to comply with any provision of this Agreement, Lessor may, without being in any way obliged to do so or responsible for so doing and without prejudice to the ability of Lessor to treat the non- compliance as a Default, effect compliance on behalf of Lessee, whereupon Lessee shall become liable to pay immediately any sums expended by Lessor together with all costs and expenses (including reasonable legal costs) necessarily incurred in connection therewith.

16.8 Expenses

(a) Lessor and Lessee shall each bear their respective expenses (including legal, professional and out-of- pocket expenses) incurred or payable in connection with the negotiation, preparation and execution of this Agreement, except that Lessee shall bear the expenses of the legal opinion required under this Agreement.

(b) Lessee will pay to Lessor on demand all expenses (including legal, survey and other costs) payable or incurred by Lessor in contemplation of, or otherwise in connection with, the enforcement of or preservation of any of Lessor’s rights under this Agreement, or in respect of the repossession of the Aircraft.

(c) Lessor will pay to Lessee on demand all expenses (including legal costs) payable or incurred by Lessee in contemplation of, or otherwise in connection with, the enforcement of or preservation of any of Lessee’s rights under this Agreement.

16.9 Time of Essence

The time stipulated in this Agreement for all payments payable and for the performance of other obligations under this Agreement that are due on a specified or determinable date will be of the essence of this Agreement (subject always to any applicable grace period).

16.10 Notices

(a) All notices and other communications given under or in connection with this Agreement shall be in writing (including telefax and e-mail) and in English, and shall be deemed to be received as follows:

(i) If the notice or other communication is sent by telefax, it shall be deemed to be received at the time of receipt by the sender of a transmission report indicating that all pages of the telefax transmission were properly transmitted (unless the recipient notifies the sender promptly, or if received after 5:30 p.m. local time, by no later than 10:00 a.m. local time the following Business Day, that the transmission was incomplete or illegible, in which case the telefax shall be deemed to have been received at the time of receipt by the sender of a further clear transmission report on retransmitting the telefax), provided the relevant telefax transmission (or retransmission, as the case may be) was transmitted to the receiver between 9:00 a.m. and 5:30 p.m. local time. If it was transmitted later, then it shall be deemed to have been received at 9:00 a.m. local time on the succeeding Business Day.

(ii) In any other case, the notice or other communication shall be deemed to be received when delivered to the address or e-mail address (if any) specified in Section 16.10(b).

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(b) All such notices, requests, demands and other communications shall be sent:

(i) to Lessor at:	Wilmington Trust Company as Owner Trustee
	for Aircraft MSN 2480 Trust
	Address: 1100 North Market Street, Wilmington,
	Delaware, 19890-1605
	Attention: Corporate Trust Administration
	Telephone: 302-636-6000
	Facsimile: 302-636-4141
With a copy to:
	Albifrons Ltd.
	Address: 3rd Floor, 76 Lower Baggot Street,
	Dublin 2, D02 EK81, Ireland
	Attention: Directors
	Telephone: +353.1.619.2354
	E-mail: Matthew Tracey  |  DMS Governance <MTracey@dmsgovernance.com>
With a copy to:
	Magnetic Leasing Ltd.
	Address: Konstitucijos ave. 7, 09308 Vilnius, Lithuania
	Attention: Directors
	Telephone: +37052000658
	E-mail: hello@magneticleasing.com
(ii) to Lessee at:	Global Crossing Airlines, Inc.
	4200 N.W. 36th Street
	Building 5A Miami Intl Airport
	Miami Florida 33166
	Attention: Edward Wegel, CEO/
	Ryan Goepel, CFO
	Telephone:305 869-4780
	E-mail: ed.wegel@globalairlinesgroup.com
	Ryan.goepel@globalairlinesgroup.com

or to such other address, e-mail address or telefax number as shall have been notified by one party to the other in the manner set out in this Section 16.10.

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16.11 Sole and Entire Agreement

This Agreement is the sole and entire agreement between Lessor and Lessee in relation to the leasing of the Aircraft, and supersedes all previous agreements in relation to that leasing. The terms and conditions of this Agreement can only be varied by an instrument in writing executed by both parties or by their duly authorized representatives.

16.12 Indemnities

All rights expressed to be granted to each Indemnitee under this Agreement (other than any Financing Party) are given to Lessor as agent for and on behalf of that Indemnitee.

16.13 Counterparts

This Agreement may be executed in one or more counterparts, each of which shall constitute an original and, when taken together, all of which shall constitute one and the same Agreement.

16.14 English Language

All documents delivered to the Lessor pursuant to this Agreement will be in English or, if not in English, will be accompanied by a certified English translation. If there is any inconsistency between the English version of this Agreement and any version in any other language, the English version will prevail.

16.15 Further Assurances

Lessee shall promptly and duly execute and deliver to Lessor such further documents and assurances and take such further action as Lessor may from time to time reasonably request in order to carry out more effectively the intent and purpose of this Agreement and to establish and protect Lessor’s title to the Aircraft, the interests of any subsequent transferee and Lessor’s rights and remedies created or intended to be created under the Operative Documents.

16.16 Confidentiality

Neither Lessor nor Lessee shall, without the other’s prior written consent, communicate or disclose the terms of this Agreement or any information or documents furnished pursuant to this Agreement (except to the extent that the same are within the public domain) to any third party (other than any Financing Party, any prospective Transferee, any material investor in Lessee or creditor in Lessee, Head Lessors, the respective external legal advisers, auditors, insurance brokers or underwriters of Lessor, Lessee and such parties, and the Airframe Manufacturer and Engine Manufacturer); provided, that disclosure will be permitted, to the extent required:

(a) pursuant to an order of any court of competent jurisdiction; or

(b) pursuant to any procedure for discovery of documents in any proceedings before any such court; or

(c) pursuant to any law or regulation having the force of law; or

(d) pursuant to a lawful requirement of any authority with whose requirements the disclosing party is legally obliged to comply; or

(e) in order to perfect any assignment of any assignable warranties.

[signature page follows]

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In WITNESS WHEREOF, the Parties have executed this Aircraft Lease Agreement MSN2480 the day and year first above written

For and on behalf of the Lessor:		For and on behalf of the Lessor:
Wilmington Trust Company as Owner Trustee for Aircraft MSN 2480 Trust, not in its individual capacity but solely as Owner Trustee under the Trust Agreement		Global Crossing Airlines Inc.
Signature:	/s/ Jose Parades	Signature:	/s/ Edward J Weler
Name:	Jose Parades	Name:	Edward J Weler
Title:	Assistant Vice President	Title:	CHMN / CEO

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SCHEDULE 1 – DESCRIPTION OF AIRCRAFT

Part 1

Aircraft Specification

IDENTIFICATION:

Aircraft Model:	A321-231
Registration Mark:	N277GX
Serial Number:	2480
Date of Manufacture:

ENGINES:

Manufacturer:	International Aero Engines
Model and Type:	V2533-A5
Serial Numbers:	V11437
	V12767

APU:

Manufacturer:	Honeywell
Model:	131-9A
Part Number:	3800708-1
Serial Number:	P-4882

LANDING GEAR:

Position:	Nose	Left Main	Right Main
Manufacturer:	Messier-Dowty	Messier-Dowty	Messier-Dowty
Part Number:	D23757500-9	201585003-020	201585004-020
Serial Number:	14B31805	M-DG-0444	M-DG-0445

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SCHEDULE 1 – DESCRIPTION OF AIRCRAFT

Part 2

Aircraft Documents

A. Certificates

A001 Certificate of Airworthiness

A002 Current Aircraft Registration

A003 C of A for Export (if applicable)

A004 Noise Limitation Certificate (AFM page)

A005 Radio Station License

A006 Aircraft deregistration confirmation (if applicable)

B. Aircraft Maintenance Status Summaries

B001 Certified current Time in Service (Hours & Cycles) and maintenance status

B002 Certified status of Airframe & Appliance Airworthiness Directives including method of compliance

B003 Certified status of Service Bulletins Incorporated

B004 Certified inventory of OC/CM Components (Fitted listing)

B006 Certified status of Check/Inspection History & Current Status of Checks

B007 Aircraft Accident & Incident Statement

B008 Structural repairs and damage Status (including Dent & Buckle Chart)

B009 Aircraft Log Book

C. Aircraft Maintenance Records

C001 Technical Logs (Minimum of 2 months)

C002 A Checks - Last complete cycle of A Checks (or equivalent)

C003 C Checks - Last Complete cycle of C Checks (or equivalent)

C004 Last Weighing Report including Schedule

D. Configuration Status

D001 Approved and certified LOPA

D002 Emergency Equipment Drawing/Listing

D003 Loose Equipment Inventory

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E. Aircraft Historical Records

E001 C of A (Export) from State of Manufacture

F. Engine Records

F001 Certified Statement on Status of Each Engine

F002 Certified Status of Engine Airworthiness Directives including Method of Compliance

F003 Certified LLP Listing

F004 Copies of Last Shop Visit (Mini pack)

F005 Condition Monitoring Report

F006 Last Borescope Report of Combustor and HPT, including video if available

F007 Engine Accident & Incident Statement

F020 Engine oil used statements and certifications

G. APU

G001 Certified Statement on Status of APU

G002 Copies of APU Last Shop Visit

G004 Type of APU Oil Used

H. Component Records

H001 Approved Release to Service Certification for Hard Time Components (if available)

H002 Approved Release to Service Certification for OC/CM Components (if available) – for last 02 years of component installation in Aircraft Inspection Report configuration.

I. Landing Gears

I001 Approved Release to Service Certification for major assemblies on each Gear from last Overhaul

I002 Certified Current Status of LLP’s for each Gear showing P/N, S/N

I003 Last shop visit document

J. Manuals

Updated Manufacturer’s Manuals will be delivered with the Aircraft (if available).

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SCHEDULE 2 – OPERATING CONDITION AT DELIVERY

[***]

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SCHEDULE 3 – OPERATING CONDITION AT REDELIVERY

[***]

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SCHEDULE 4 – INSURANCE REQUIREMENTS

1. The Insurances required to be maintained are as follows:

a. HULL “ALL RISKS” of loss or damage while flying and on the ground with respect to the Aircraft for the Agreed Value and with a deductible not exceeding the Hull Insurance Deductible.

b. HULL WAR AND ALLIED PERILS, covering those war risks excluded from the Hull “All Risks” Policy to the extent such coverage is available from the leading international insurance markets, for the Agreed Value (with form LSW555D exclusions being acceptable except to the extent applying while the Aircraft is under power and except to the extent that coverage in respect of such exclusions is commercially available in the insurance market);

c. “ALL RISKS” PROPERTY INSURANCE (INCLUDING WAR AND ALLIED RISK except when on the ground or in transit other than by air or sea) on all Engines and Parts when not installed on the Aircraft (to the extent not covered under the Aircraft hull insurances described in paragraphs (a) and (b) above), including Engine test and running risks, in an amount equal to replacement value in the case of the Engines; and

d. AIRCRAFT THIRD PARTY, BODILY INJURY/PROPERTY DAMAGE, PASSENGER, BAGGAGE, CARGO AND MAIL AND AIRLINE GENERAL THIRD PARTY (INCLUDING PRODUCTS) LEGAL LIABILITY for a combined single limit (Bodily Injury/Property Damage) of an amount not less than the Minimum Liability Coverage for the time being in respect of any one occurrence (but, in respect of products liability, this limit may be an aggregate limit for any and all losses occurring during the currency of the policy, and in respect of liability arising out of certain offences, the limit (within the said combined single limit) may be $25,000,000 in respect of any one offence and in the aggregate, and cargo and mail legal liability may be subject to a limit of $1,000,000 any one occurrence); War and Allied Risks are also to be covered under the Policy to the extent available in the leading international insurance markets. The Minimum Liability Coverage may be adjusted upwards from time to time to such an amount as Lessor may be advised by its insurance brokers constitutes the standard Minimum Liability Coverage applicable to aircraft of the make, model and series as the Aircraft operating internationally by an airline similarly situated as Lessee. If Lessee disputes any such adjustment, the matter shall be referred to a reputable independent insurance broker appointed by Lessor, whose decision, acting as expert, shall be conclusive and binding on Lessee.

2 All required hull and spares insurance specified in Sections 1(a), 1(b) and 1(c) above, so far as it relates to the Aircraft, will:

a. provide that any loss will be settled with Lessee (who undertakes to consult with Lessor in regard thereto), and any claim that becomes payable on the basis of a Total Loss shall be paid in Dollars to Lessor (unless or until the Lessor notifies Lessee that said payments should be made to a Financing Party) as sole loss payee up to the Agreed Value, and loss proceeds in excess of the Agreed Value shall be payable to Lessee, with any other claim being payable as may be necessary for the repair of the damage to which it relates;

b. if separate Hull “All Risks” and “War Risks” insurances are arranged, include a 50/50 provision in the terms of Lloyd’s endorsement AVS103 or its equivalent; and

c. confirm that the Insurers are not entitled to replace the Aircraft in the event of a Total Loss.

3 All required liability insurances specified in Section 1(d) above will:

a. include the Indemnitees as additional insureds for their respective rights and interests; but the coverage provided will not include claims arising out of their legal liability as manufacturer, repairer or servicing agent of the Aircraft or any Engine or Part;

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b. include a severability of interest clause;

c. contain a provision confirming that the policy is primary without right of contribution and that the liability of the insurers will not be affected by any other insurance of which any Indemnitee or Lessee have the benefit; and

d. accept and insure the indemnity provisions of this Agreement to the extent of the risks covered by the relevant policy or policies.

4 All Insurances specified in Sections 1(a) through (d) above will:

a. be in accordance with normal industry practice of Persons operating similar aircraft in similar circumstances;

b. provide coverage on a worldwide basis subject to those territorial exclusions which are usual and customary for carriers similarly situated with Lessee in the case of War Risks and Allied Perils coverage which are advised to and approved by Lessor, such approval not to be unreasonably withheld;

c. acknowledge that the insurers are aware that the Aircraft is owned by Lessor and is subject to this Agreement;

d. provide that, in relation to the interests of each of the additional insureds, the Insurances will not be invalidated by any act or omission of the Insured which results in a breach of any terms, conditions or warranty of the policies;

e. provide that the Insurers will waive any rights of recourse and/or subrogation against each additional insured to the same extent that Lessee has waived or has no rights of recovery against such additional insured in the Lease;

f. provide that the additional insureds will have no obligation or responsibility for the payment of any premiums (but reserve the right to pay the same should any of them elect to do so) and that the Insurers will waive any right of offset or counterclaim against the respective additional insureds other than for outstanding premiums in respect of the Aircraft, any Engine or Part;

g. provide that, except in the case of any provision for cancellation or automatic termination specified in the policies or endorsements thereof, the Insurance can only be canceled or materially altered in a manner adverse to the additional insureds by giving at least 30 days’ written notice to Lessor and each Financing Party, except in the case of war risks (or radioactive contamination), for which seven days’ written notice (or such lesser period as is or may be customarily available in respect thereof) will be given; and

h. include a services of suit clause.

5 Where any provision of this Schedule 4 conflicts with the provisions of the airline finance/lease contract Endorsements AVN67B and AVN67B (Hull War) (or any successor provisions then current) adopted by the Lloyd’s Aviation Underwriter’s Association (or any successor endorsements), Lessor agrees that the provisions of AVN67B and AVN67B (Hull War) (or any successor provisions then current), respectively (or any successor endorsements), will apply to the exclusion of the provisions of this Schedule 4.

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SCHEDULE 5 – REIMBURSEMENT BY LESSOR FROM SUPPLEMENTAL RENT AMOUNTS

1. Reimbursement by Lessor

Subject to paragraph 4 below and provided that no Event of Default has occurred which is continuing, the Lessor will pay to the Lessee the amounts referred to in paragraph 3 below by way of reimbursement of the cost incurred by the Lessee in performing the tasks specified in paragraph 2 (the “Relevant Work”), in each case provided that:

(a) the Lessor has received the Lessee’s claim (the “Reimbursement Claim”) for payment (supported by invoices or receipts to its reasonable satisfaction from the Lessee evidencing the performance, cost and proof of payment of (or, where the Lessor is to pay the maintenance provider directly, proof of completion of) the Relevant Work);

(b) the Lessee has notified the Lessor in advance in writing of its intention to carry out the Relevant Work and has given the Lessor an estimate in reasonable detail of the estimated cost (which it is hereby acknowledged may change as a result of workshop findings) which has been reviewed and accepted (such acceptance not to be unreasonably withheld) by the Lessor within seven (7) days of receipt of such notice and prior to the commencement of the Relevant Work. If requested by the Lessor, the Lessee or the Lessee’s agents shall have given the Lessor or the Lessor’s representative reasonable access to observe the carrying out or inspect the completion of the Relevant Work;

(c) the Relevant Work has been performed in accordance with the Maintenance Programme, WPG, Manufacturers’ and Suppliers’ applicable documents, and documented in accordance with the Lease including but not limited to full traceability of LLP’s;

(d) the Relevant Work is required for other reasons than as a result of any ingestion, any form of foreign object damage, faulty maintenance or repair, improper operation, abuse, misuse, neglect, incident or accidental cause or compliance with any ADs, SBs or CNs;

(e) to the extent the cost of the Relevant Work is not recoverable under the Insurances or any manufacturer warranty, guarantee or concessionary adjustment available to the Lessee;

(f) the Lessor will not reimburse the cost of work to non-modular components of each Engine (including but not limited to thrust reversers, nacelles, line replaceable units (LRU’s) and aircraft system quick engine change parts (QEC’s) like hydraulic pump, electrical generator, CSD and etc;

(g) the Lessor will not reimburse the cost of transportation, handling, mark up, exchange fees, or the cost of obtaining customs clearance for importation of parts (including, but not limited to, import/export duties, levies and other Taxes);

(h) in the case of a reimbursement in respect of the replacement of an LLP, only due to life limitation, and such payment to be made within thirty (30) days of the receipt by the Lessor of the relevant Reimbursement Claim. No Reimbursement Claim may be submitted after the end of the Term that has not been notified to the Lessor prior to the end of the Term, whether in the Redelivery Certificate or otherwise; and

(i) accrued Engine LLP Supplemental Rent may be used exceptionally for respective Engine LLP replacement; accrued Engine Performance Restoration Supplemental Rent may be used exceptionally for respective Engine Performance Restoration.

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2 Scope of Relevant Work

The following items shall be the “Relevant Work” for which a Reimbursement Claim may be made:

(a) Engine Performance Restoration;

(b) Engine LLPs Replacement.

further each referred to as “Reimbursement Item”.

3 Amount of Lessor contribution

Subject to paragraphs 1 and 4:

(a) The Lessor will pay to the Lessee in relation to any Relevant Work on a Reimbursement Item, an amount equal to the lesser of:

(i) the cost of that Relevant Work, or

(ii) the balance, at the date of the commencement of, or removal of the particular item from the Airframe for, the Relevant Work, of the Supplemental Rent amount paid under Section 5.3(b)(i) and (ii) with respect to the particular Reimbursement Item after deducting any amounts already paid by the Lessor under this paragraph 3 in relation to that Reimbursement Item.

(b) Any shortfall between the Supplemental Rent for any Relevant Work on a Reimbursement Item and the relevant Reimbursement Claim amount shall be for the Lessee’s account.

(c) Any reimbursement by the Lessor from the Supplemental Rent shall be applied only against the intended Relevant Work for which a Reimbursement Claim has been made.

4 Lessor replacement of Engines, APU

If Relevant Work is required during the Term in connection with the Engines, Lessor may at its option (which is not obligation) to provide Lessee with replacement similar engine / APU owned or leased by Lessor, in exchange for any Engine / APU in order to avoid maintenance on the respective Engine / APU in which case the replacement engine / APU will become an “Engine” “APU” under the Lease and the replaced Engine / APU, will cease to be an “Engine” / “APU” under the Lease and will, at the Lessor’s option, be returned to Lessor, at Lessor’s cost.

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SCHEDULE 6 – CERTIFICATE OF ACCEPTANCE

Form of Certificate of Acceptance

CERTIFICATE OF ACCEPTANCE

This Certificate of Acceptance is delivered on the date set forth in paragraph 1 below by [_] (the “Lessee”) to [_] (the “Lessor”) pursuant to Lease Agreement MSN [_], dated [_], between Lessor and Lessee (the “Agreement”). Capitalized terms used but not defined in this Certificate of Acceptance shall have the meaning given to such terms in the Agreement.

1. Details of Acceptance.

Lessee hereby confirms to Lessor that Lessee has at     :    .m. G.M.T. on this                     day of                  2021, at                      , accepted the following, in accordance with the provisions of the Agreement.

a. [model] airframe, bearing manufacturer’s serial number [_] registration mark [_];

b. [model] engines, bearing manufacturer’s serial numbers [_];

c. all Parts installed on, attached to or appurtenant to the Airframe and Engines; and

d. the Aircraft Documents specified in Part 2 of Schedule 1 to the Agreement.

2. Lessee’s Confirmation. Lessee confirms to Lessor that as at the time indicated above, being the time of Delivery:

a. Lessee’s representations and warranties contained in Sections 2.1 and 2.2 of the Agreement are hereby repeated;

b. the Aircraft is insured as required by the Agreement; and

c. Lessee confirms that there have been affixed to the Aircraft and the Engines the fireproof notices required by the Agreement.

3. Lessor’s Confirmation. Lessor confirms to Lessee that, as at the time indicated above, being the time of Delivery, Lessor’s representations and warranties contained in Section 2.4 of the Agreement are hereby repeated.

IN WITNESS WHEREOF, the Parties have executed this Certificate of Acceptance on the day set forth in Section 1 of this Certificate.

For and on behalf of the Lessor:	For and on behalf of the Lessee:
Signature:	Signature:
Name:	Name:
Title:	Title:

82

SCHEDULE 7 – CERTIFICATE OF DELIVERY CONDITION

Form of Certificate of Delivery Condition

This Certificate of Delivery Condition is delivered on                              by [_] (the “Lessee”) to [_] (the “Lessor”) pursuant to Lease Agreement MSN [_], dated                     , between Lessor and Lessee (the “Agreement”). Capitalized terms used but not defined in this Certificate of Delivery Condition shall have the meaning given to such terms in the Agreement.

1. Aircraft Acceptance. Lessee hereby confirms to Lessor that, pursuant to the Agreement, Lessee has accepted the [model] airframe bearing manufacturer’s serial number [_], registration mark [_], together with the [model] aircraft engines bearing manufacturer’s serial numbers [_], all Parts installed on, attached to or appurtenant to the Airframe and Engines and the Aircraft Documents, and Lessor and Lessee agree that such Airframe, Engines and Parts are in the condition set forth on the attached Annex 1.

2. Confirmation of Delivery Condition. Lessee confirms to Lessor that at the time of acceptance of the Aircraft, the Aircraft complied in all respects with the condition required at Delivery under Section 4.2 and Schedule 2 of the Agreement, except for the items (if any) listed on the attached Annex 2 (the “Discrepancies”). Lessor and Lessee agree that the Discrepancies (if any) shall be corrected as set forth on the attached Annex 2.

IN WITNESS WHEREOF, the Parties have executed this Certificate of Delivery Condition on the date set forth at the beginning of this Certificate.

For and on behalf of the Lessor:	For and on behalf of the Lessee:
Signature:	Signature:
Name:	Name:
Title:	Title:

83

ANNEX 1

MAINTENANCE STATUS AT DELIVERY

DATE:                 

AIRFRAME TIME:	[                          ]
Total Flight Hours:	[                          ]
Total Cycles:	[                          ]
AIRFRAME LIMITS:
Type of Check:	[                          ]
Check Interval:	[                          ]
Time Since Last Check:	[                          ]
ENGINE DATA:
Position:	No. 1	No. 2
Model:	[                          ]	[                          ]
Serial Numbers:	[                          ]	[                          ]
Total Flight Hours:	[                          ]	[                          ]
Total Cycles:	[                          ]	[                          ]
Flight Hours Since Last CER:	[                          ]	[                          ]
Cycles Since Last CER:	[                          ]	[                          ]
Flight Hours to Next Hard Limit:	[                          ]	[                          ]
Cycles to Next Hard Limit:	[                          ]	[                          ]
APU:
Manufacturer:	[                          ]
Model:	[                          ]
Serial Numbers:	[                          ]
Total Flight Hours:	[                          ]
Total Cycles:	[                          ]
Flight Hours Since Last CER:	[                          ]
Cycles Since Last CER:	[                          ]

84

Flight Hours Remaining on LLPs:		[            ]
Cycles Remaining on LLPs:		[            ]
LANDING GEAR LIMITS:
Position:	Nose		Left	Right
Overhaul Interval:	[            ]		[            ]	[            ]
Time Since Overhaul:	[            ]		[            ]	[            ]
Time to Next Overhaul:	[            ]		[            ]	[            ]

FUEL ON BOARD AT DELIVERY:                         lbs.

85

ANNEX 2

DISCREPANCIES

Description of Discrepancy Agreed Corrective Action

86

SCHEDULE 8 – FORM OF IDERA

IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORISATION

[Date]

To: [Name of Aviation Authority]

Re: Irrevocable De-Registration and Export Request Authorisation

The undersigned is the registered operator of the Airbus [] aircraft bearing manufacturer’s serial number 2480 and registration mark [*] and having two (2) [] engines with manufacturer’s serial numbers [] and [] (together with all installed, incorporated or attached accessories, parts and equipment, the “Aircraft”).

This instrument is an irrevocable de-registration and export request authorisation issued by the undersigned in favour of [], (the Authorised Party) under the authority of Article XIII of the Protocol to the Convention on International Interests in Mobile Equipment on Matters specific to Aircraft Equipment. In accordance with that Article, the undersigned hereby requests:

1 recognition that the Authorised Party or the person it certifies as its designee is the sole person entitled to:

a) procure the de-registration of the Aircraft from the [civil aircraft register] maintained by the [Name of Aviation Authority] for the purposes of Chapter III of the Convention on International Civil Aviation, signed at Chicago, on 7 December 1944, and

b) procure the export and physical transfer of the Aircraft from []; and

2 confirmation that the Authorised Party or the person it certifies as its designee may take the action specified in clause 1 above on written demand without the consent of the undersigned and that, upon such demand, the authorities in [] shall co-operate with the authorised party with a view to the speedy completion of such action.

The rights in favour of the Authorised Party established by this instrument may not be revoked by the undersigned without the written consent of the Authorised Party.

Please acknowledge your agreement to this request and its terms by appropriate notation in the space provided below and lodging this instrument in the [Name of Aviation Authority].

[Lessee]

Signed:                                                                          

Agreed to and lodged by [Name of Aviation Authority]:

Signed:                                                                          

Name:                                                                          

Title:                                                                          

Date:                                                                          

87

SCHEDULE 9 – MONTHLY UTILIZATION AND STATUS REPORT

Month ending                         

[Lessor]

[address]

ATTN:

Fax:

E-mail:

A/C TYPE	A/C SERIAL#	REGIS.#
		CALENDAR	HOURS (1)	CYCLES
A/C TOTAL HOURS & CYCLES SINCE NEW AS OF LAST REPORT
A/C TOTAL HOURS & CYCLES SINCE NEW (CURRENT REPORT)
AIRCRAFT HOURS & CYCLES FLOWN DURING MONTH
DATE/HOURS/CYCLES @ ACCOMP OF LAST C CHECK OR EQUIV.
INTERVALS FOR C CHECK OR EQUIVALENT
DATE/HOURS/CYCLES @ ACCOMP OF LAST D CHECK OR EQUIV.
INTERVALS FOR D CHECK OR EQUIVALENT

ENGINE TYPE	ENG SERIAL#	THRUST RATING (Lbs)
ORIGINAL POSITION
CURRENT LOCATION (A/C & Position, in Shop, Spare, etc.) See Note (2)
		HOURS (1)	CYCLES

88

ENG TOTAL HOURS & CYCLES SINCE NEW AS OF LAST REPORT

ENG TOTAL HOURS & CYCLES SINCE NEW (CURRENT REPORT)

TOTAL HOURS & CYCLES FLOWN DURING MONTH

ENGINE LIMITER(S) (DESCRIPTION – ie C1 Disk, T1 Disk, etc.)

ENGINE LIMITER HOURS/CYCLES REMAINING

ENGINE HOURS & CYCLES SINCE LAST SHOP VISIT

LANDING GEAR		CALENDAR	HOURS	CYCLES
NOSE GEAR SERIAL #	TOTAL HOURS & CYCLES
	TSO (Hrs/Cyc/Months as App)
	TIME SINCE INSTLLN (Hrs/Cyc/Months as App)
	OVERHAUL INTERVAL (Hrs/Cyc/Months as App)
LH MAIN GEAR SERIAL #	TOTAL HOURS & CYCLES
	TSO (Hrs/Cyc/Months as App)
	TIME SINCE INSTLLN (Hrs/Cyc/Months as App)
	OVERHAUL INTERVAL (Hrs/Cyc/Months as App)
RH MAIN GEAR SERIAL #	TOTAL HOURS & CYCLES
	TSO (Hrs/Cyc/Months as App)
	TIME SINCE INSTLLN (Hrs/Cyc/Months as App)
	OVERHAUL INTERVAL (Hrs/Cyc/Months as App)

89

APU MFR	APU MODEL	APU S/N
CURRENT LOCATION (On A/C#, In Shop, etc.)
			HOURS	CYCLES
TOTAL HOURS & CYCLES SINCE NEW (If available)
HOURS & CYCLES FLOWN DURING MONTH
HOURS & CYCLES SINCE LAST SHOP VISIT

Notes:

(1) List Hours in Hours + Minutes format for this portion of the report where applicable.

(2) Record Engine data for only the engines owned by Lessor whether or not installed on this aircraft. If collateral engine goes into the shop, provide TT, TC and date of removal.

Also provide engine disk sheets & last workscope whenever an engine comes out of a shop visit.

(3) Please advise any routine checks Airworthiness Directives and Service Bulletins performed during the month, as well as details of any repairs accomplished which were beyond SRM limits.

(4) Also advise any Airframe Maintenance Checks, Engine scheduled shop visits or landing gear or APU overhauls or replacements scheduled to be performed within the next 12 months

90

EX-10.5

Exhibit 10.5

Senningerberg, 13^th of October, 2020

This letter of Intent (“LOI”) summarizes the pricncipal terms of the lease of ten A321 aircrft destined to be converted into freighter and is not intended to be a complete list of all the terms and conditions of the transaction described herein and is subject to agreement to a definitive Lease Agreement (as defined below). This LOI is not intended to be and, other than with respect to the clauses entitled Security Deposit, Confidentiality, Conditions Precedent, Expenses, Brokers, Governing Law, Jurisdiction and Validity, does not constitute a legally binding obligation and does not constitute a legal commitment by either party. On receipt of each party’s corporate approvals (as outlined in ‘Conditions Precedent’), the terms of this LOI shall become legally binding.

LOI – Re: Lease of 10 (ten) A321-200 aircraft equipped with CFM56-5Bs or V2533-A5 engines

Vallair Solution SARL, a corportion organized under the Laws of the Luxembourg with offices at EBBC bloc B, 6 Route de Treves L-2633 Senningerberg, Grand Duchy of Luxembourg, is pleased to present for your review and acceptance this Letter of Intent (the “LOI”) for the lease of 10 (ten) A321-200 aircraft bearing MSNs 941, 961, 1185, 1241, 827, 974 and 1207 equipped with two CFM56-5B3/2Ps-Ps or V2533-A5 engines.

Preamble:

Vallair is looking forward to the opportunity to lease to Global X and Global X is willing to lease from Vallair 10 (ten) A321-200 PCF and P2F aircraft and enter into a definitive lease agreement to be agreed and executed between the parties (the “Agreement”). Under this transaction it is agreed that Global X will act as Lessee and Vallair as Lessor. The objective is to cooperate in a partnership aimed to foster and develop the A321 freighter. In order to be as effective as possible, Lessee and Lessor will leverage the respective positions, such as, but not limited to: conversion slots, conversion pricing, operability etc. to obtain competitive advantage derived from this cooperation. It is envisaged a combination of passengers and freighter operations could be planned so long as the ultimate goal is to convert all the 10 (ten) aircraft subject to this LOI.

Lessor

Vallair Solutions SARL, a corporation organized under the Laws of the Luxembourg with offices at EBBC bloc B, 6 Route de Treves L-2633 Senningerberg, Grand Duchy of Luxembourg (“Vallair”)

LOI Page 1 of 13

Lessee	Globa Crossing Airlines Inc., #1240 -1140 West Pender Street, Vancouver, British Columbia, Canada V6E 4G1 (“Global X”)
Servicer	Vallair Solution SARL, a corporation organized under the Laws of Luxembourg with offices at EBBC Bloc B, 6 Route de Treves L-2633 Senningerberg, Grand Duchy of Luxembourg, (“Vallair”), or affiliate company.
Party/Parties	Each such party is hereafter referred to as “Party” or collectively as “Parties”.
Aircraft	10 (ten) used A321-200s bearing MSNs:
	MSN 941 equipped with two CFM56-5B3/2Ps engines MSN 961 equipped with two CFM56-5B3/2Ps engines MSN 1185 equipped with two CFM56-5B3/2Ps engines MSN 1241 equipped with two CFM56-5B3/2Ps engines MSN 827 equipped with two CFM56-5B3/Ps engines MSN 974 equipped with two V2533-A5s engines MSN 1207 equipped with two V2533-A5s engines MSN TBD #1 equipped with two V2533-A5s engines MSN TBD #2 equipped with two V2533-A5s engines MSN TBD #3 equipped with two V2533-A5s engines
	Together with all equipment and appurtenances and all technical, maintenance and engineering documents and manuals pertaining to the Aircraft (the “Records”) as per the Technical Specification provided.
Engines	per aircraft, CFM56-5B3/2Ps-Ps or V2533-A5 engines.
Delivery	Delivery shall occur on the Scheduled Delivery Date (as defined below), or on such date agreed between the Parties.
Delivery Locations	Freighter Conversions Facilities of •  ST Aerospace in Singapore (Singapore), Guangzhou (China), Mobil/Alabama (USA), and •  Precision Facility in Sanford/Florida (USA), and •  Vallair Facility in Chateroux/France
	or as otherwised agreed between the Parties.

LOI Page 2 of 13

	All payments made by Lessee to Lessor (hereunder and under the Lease Agreement) shall be made free and clear of any and all taxes and duties, including withholding tax, purchases, use, and excise taxes, VAT, levies, imposts, fees or charges of whatever nature together with interest thereon and penalties thereof, at present or in future. All taxes, other than taxes on the overall income of Lessor and other then what is described in the preceding paragraphs of this clause, shall be the responsibility of Lessee.
Delivery Date	Tentative dates are set on as follows (“Scheduled Delivery Date”) -  MSN 827 (CFM powered): Q2/2021 (Precision-USA)     [Induction Date: Nov./2020] -  MSN 1207 (V powered): Q3/2021 (Precision-USA)     [Induction Date: Jan./2021] -  MSN 941 (CFM powered): Q4/2021 (Precision-USA)     [Induction Date: Apr./2021] -  MSN 961 (CFM powered): Q4/2021 (EFW-China)     [Induction Date: June/2021] -  MSN 974 (V powered): Q1/2022 (Precision-France)     [Induction Date: Jul./2021] -  MSN 1185 (CFM powered): Q2/2022 (EFW-China)     [Induction Date: Nov./2021] -  MSN 1241 (CFM powered): Q2/2022 (Precision-France)     [Induction Date: Nov./2021] -  MSN TBD #1 (V powered): Q3/2022 (EFW-USA)     [Induction Date: Ql/2022] -  MSN TBD #2 (V powered): Q4/2022 (EFW-USA)     [Induction Date: Q2/2022] -  MSN TBD #3 (V powered): Q1/2023 (EFW-USA)     [Induction Date: Q3/2022]
	“TBD” means that Lessee and Lessor will cooperate to screen the market in order to find the most appropriate feed-stock suitable for passenger operation for at least 18 months before entering into freighter conversion.
	A potential candidate is MSN 1928.
.	The actual date when the Aircraft is tendered to Lessee for delivery shall be defined as “Delivery Date”.
Delivery Condition	“As-is/where-is”.

LOI Page 3 of 13

Initial Inspection	Upon execution of this LOI, Lessor will be permitted to conduct, at its sole cost and expense, an inspection of the Aircraft, all aircraft documents and records reasonably required by Lessor depending on aircraft and records availability. Such Initial Inspection shall be of a maximum duration of three (3) days and should consist of aircraft standard walk around inspection where access is made through doors or quick access latches and doesn’t require tooling and or panels and other parts removal, also it should consist of standard pre-flight inspection with APU running or GPU power supply for clarity, no engines run will be performed during Initial Inspection, completed by no later than fifteen (15) days prior to the execution of the Lease Agreement, and, within two (2) days after the completion of the Initial Inspection Lessor shall notify to Lessee whether the Aircraft is in the Delivery Condition otherwise Lessee and Lessor shall lay out a plan of tasks to ensure the Aircraft is in the Delivery Condition at Delivery. For the Inspection, the Aircraft must have all its engines and parts fitted to allow for avionic tests and other tests, that illustrate the Aircraft can meet the Delivery Conditions as agreed by lessee and Lessor. The Initial Inspection will be arranged and coordinated by Lessor with Lessee and the scope and extent of the Inspection. (the “Initial Inspection”).
Inspection Prior Delivery (IPD)	Lessor will be permitted to conduct an IPD inspection of the Aircraft, immediately prior to Delivery, at the Delivery Location, to ensure completion of the tasks defined during the Intial Inspection and assess the status of the Aircraft. Upon completion of this inspection, Lessor shall execute an Acceptance Certificate.
Monthly Lease Rent:	Freighter operation during the first 5 (five) years of the lease Term: USD 240,000.00 (Two Hundred and Forty Thousand Dollars) for all and as applicable Aircraft Freighter operation during the last 3 (three) years of the Lease Term:USD 230,000.00 (Two Hundred and Thirty Thousand Dollars) for all and as applicable Aircraft Passenger Operation:USD 130,000.00 (One Hundred and Thirty Thousand Dollars) for all and as applicable Aircraft

LOI Page 4 of 13

Security Deposit:

Three Freighter Operation Monthly Lease Rents per Aircraft shall be payable by Lessee in cash to Lessor’s bank account two months prior each Slot Induction Date.

However no Security Deposits will be due before the 1st of Ferbuary 2021. The Security Deposit will be then scheduled to be paid as follows: U$D 1,500,000 (One Million and Five Hundred Thousand) on Feb. 1st, 2021 U$D 1,500,000 (One Million and Five Hundred Thousand) on Apr. 1st, 2021 U$D 1,500,000 (One Million and Five Hundred Thousand) on May 1st, 2021 U$D 1,500,000 (One Million and Five Hundred Thousand) on Jun. 1st, 2021 Subsequently, U$D 480,000 (One Million and Five Hundred Thousand) on Mar. 15st, 2022 U$D 720,000 ( Seven Hundred and Twenty Thousand) on Jun. 15th, 2022 Vallair shall provide an invoice in respect of each of the Security Deposit. The Security Deposit for each of the Aircraft and any part thereof is non-refundable in the following circumstance: (a) The corresponding Aircraft suffers a total loss or substantive damage repair cost of which is reasonably likely to exceed U$D1,000,000 prior to the Delivery Date; In the above circumstances, Vallair shall promptly refund the relevant Security Deposit (or any parts thereof already paid by Global X) to Global X and the rights and obligations of each party in respect of the corresponding Aircraft under the LOI shall terminate automatically and neither party shall have any continuing obligation to the other party under the LOI or otherwise howsoever arising, except for any terms which the parties have expressly agreed shall survive the termination of this LOI.

LOI Page 5 of 13

Lessor’s Bank
Account:
	Bank:	Bank ING
	Bank address:	52, Route d’Esch, L-2965 Luxembourg, Luxembourg
	IBAN:	LU910141742356503010
	SWIFTCODE:	CELLLULL

	As may be modified from time to time by Vallair or Lessor and notified to Lessee (“Lessor’s Bank Account”)
Lease Term:	The lease term will be ninety-six (96) months from the Delivery Date of each Aircraft (the “Lease Term”).
Engines:	At Lessor sole discretion, during the Lease Term the Engines may have to be operated at 30,000 lbs of thrust which means being operated as CFM56-5Bls at least up until the first Engine Shop Visit.
	If Engines have to be removed during the course of the Lease, then Global X and Lessor will act in good faith in order to find an agreeable solution such as, but not limited to Lessor procuring Engines each of which shall meet or exceed conditions to reach the end of Lease. Global X will continue to pay the relevant Lease Rent.
	Any replacement engine shall be the same manufacturer and model as the Engine and of the same operating thrust and condition.
	Global X shall be responsible for removing the Engines and installing any replacement engines at its cost. Once installed on the Aircraft, such replacement engine shall become an “Engine” for the purposes of the Lease Agreement and title to the removed engine shall pass to Global X.
Maintenance:	Global X shall be responsible, at its expense, for all maintenance required for the Aircraft during the Lease Term. The maintenance program shall be an approved maintenance program in accordance with standard industry practice and based on the latest manufacturer’s standard maintenance recommendations. The maintenance performer shall be Global X, the Sublessee or any other approved facility acceptable to Vallair and Lessor. During maintenance of the Aircraft, Global X’s obligation to pay the Lease Rent and the Maintenance Rent (as defined below and as applicable) shall remain and be considered as absolute and unconditional under any and all circumstances.
Maintenance Reserves:	In addition to Lease Rent, Global X shall pay the following amounts by way of supplemental rent (“Maintenance Reserves” or “MR”), monthly in arrears in respect of hours, cycles, or calendar time, as applicable, operated by each Aircraft.

LOI Page 6 of 13

Maintenance Reserves are payable on the fifteenth day of each calendar month in respect of hours and cycles flown in the previous month or calendar time passed.

Airframe

6Y Check     $13,500 Month

12Y Check   $9,000 Month

Landing Gears Overhaul

U$S 4,170 per Month

APU

For APU Type APS 3200: $50 per Flight Hour

For APU Type GTC36-300: $40 per flight Hour

CFM Engines

Maintenance Reserves for engine performance restoration of each Engine will be determined according the ratio between flight hours and flight cycles of the relevant Aircraft during the corresponding month, according to the following table:

	Maintenance Reserves for each Engine, per flight hour
FH/FC ratio		£1		>1 & £1.5		>1.5 & £2		>2 & £3		>3 & £4		>4 &£5
MR per FH	$	420	$	335	$	291	$	249	$	212	$	195

Maintenance Reserves for each Engine LLPs will be US$ 195 per cycle per engine.

IAE V2500 Engines

Maintenance Reserves for engine performance restoration of each Engine will be determined according the ratio between flight hours and flight cycles of the relevant Aircraft during the corresponding month, according to the following table:

	Maintenance Reserves for each Engine, per flight hour
FH/FC ratio		£1		>1 & £1.5		>1.5 & £2		>2 & £3		>3 & £4		>4 &£5
MR per FH	$	495	$	387	$	320	$	270	$	220	$	197

LOI Page 7 of 13

Maintenance Reserves for each Engine LLPs will be US$ 215 per cycle per engine.

In case the Engines (both CFM and V2500) are operated in harsh environment for more than 30% of their monthly operation, then the MRs will be increased by 50% on a monthly basis.

Derate will be analyzed and taken into consideration.

Indexation and Minimum

	The above rates are quoted in January 2020 US Dollars and shall be adjusted on January 1st of each year by 3% for airframe and landing gear maintenance and 3% for engine/APU overhaul with the exception of engine LLP reserves which will be adjusted in line increases to the manufacturer’s catalogue list price. Rates will be applied from the lease commencement date.
	Maintenance Reserves per month of minimum 80 Flight Hours and 40 Flight Cycles will be paid by Global X to Vallair regardless if the Aircraft has actually flown less than these Flight Hours and Cycles during the relevant month.
Re-Delivery Location:	At an Airport in Europe as designated by Global X or such other airport as may be mutually agreed in writing between Vallair, Lessor and Global X.
Operations:	There shall be no operational restrictions on the use of the Aircraft (except as a result of US, EU or UN sanctions or where the insurance for the Aircraft will be invalidated).
Insurance:	Global X will maintain, at its own expense, comprehensive “airline” liability insurance (including cargo liability and contractual coverage) all risks hull and hull war, and related perils on industry standard terms based on London insurance market standards, including war liability coverage by application of AVN52E (or equivalent). Such policies shall be carried with reputable international insurers. Vallair and Lessor and any other finance party requested by Vallair or Lessor shall be named as additional insured in respect of liability insurance.
	Deductible:         US$750,000
	Liability:             US$500,000,000

LOI Page 8 of 13

	With respect to all risks hull and war and allied perils insurance, the amount of the agreed value for the Aircraft for such insurance against loss or damage to either Aircraft, as well as comprehensive airline liability insurance, shall be determined in the Lease Agreement in consideration of the Delivery Condition to be determined, during the first year of the Lease Agreement, decreasing at each annual anniversary of the Delivery Date by 3%
Sublease and Wet Lease:	Global X may sub-lease the Aircraft to any Global X affiliated company. Lessor’s prior written consent which shall not be unreasonably withheld.
	Wet leasing of the Aircraft will be permitted, without Lessor’s prior permission, subject to common and usual safeguards as are customary in the industry (including that there shall be no change to the state of registration of the Aircraft) and subject to Global X or Sublessee remaining at all times during such wet lease in operational control of the Aircraft and maintaining satisfactory insurance cover.
Taxes:	All payments to Lessor under the Lease Agreement shall be made free and clear of all transfer fees, taxes (other than withholding tax and income taxes of the Lessor) and duties, including but not limited to sales and use tax, VAT and GST. All taxes, other than withholding taxes imposed, with respect to or measured by the net income, net profits or gains of the Lessor or incurred as the result of a failure or omission on the part of Lessor (or any Lessor affiliate), shall be the responsibility of the Global X. Notwithstanding the foregoing, the parties will cooperate in good faith in order to lawfully mitigate any fees, taxes and duties payable with respect to the transactions contemplated by this LOI.
Lease Agreements:
	It is the intent of the Lessee and Lessor that a binding Lease Agreements incorporating the terms of the LOI and other terms and conditions normal to such transactions, be drawn up and executed as soon as possible after execution of this LOI and in any event no later than 2 (two) months after signature hereof (“Execution Deadline”).
The Agreements will:
	(a)   be drafted by Vallair’s counsel; (b)   be governed by English law;
	(c)   incorporate the terms specified in this LOI;
	(d)   include market standard provisions for transactions of this type, which will include the following:

LOI Page 9 of 13

	(e)   operational and tax indemnities to the benefit of the Lessee, Vallair, Vallair’s financiers and connected parties;
	(f)   a Lessor gross-up and unconditional payment provision; and
	(g)   a conditions precedent provision, including:
	1)  the provision to Vallair by the Lessee of suitable legal opinions; evidence of required authorisations nd insurance documentation, and
	2)  completion of KYC due diligence by Vallair.
Governing law	This LOl shall be governed by the laws of England.
Legal Costs	Lessee and Lessor shall each bear their own legal costs arising out of documenting this transaction.
	Lessor shall be responsible for all reasonable costs associated with perfecting the interests of Lessee in the state of registration of the Aircraft as necessary and usual, including (but not limited to) the provision of internal legal opinions, and registrations, whether required by Lessee or Lessor.
Net Purchase	The purchase shall be a “net” transaction with Lessee being responsible for all costs associated with possession, use, operation, management and return of the Aircraft.
Conditions Precedent:	The terms and conditions of the LOI, in respect of the Aircraft, shall be subject to:
	1.  Signature of the LOI by both parties; 2.  The continued availability of the Aircraft up until receipt of the LOI Deposit;
	3.  The Aircraft does not suffer a Total Loss prior to Delivery;
	4.  Receipt of the Security Deposits by both Parties;
	5.  Aircraft to be Registered in U.S. and leased by Global X;
	6.  Excution of Global X or its affiliates, of an ACMI agreement with an established freighter or logistic Operator (e.g.: DHL, FedEx, Amazon etc.) before any Aircraft entering into the Conversion phase. The execution version of such agreement shall be discussed with Vallair, on a confidential basis: lack of the ACMI agreement shall be the one reason entitling Vallair not to execute the respective Agreements, without prejudice to the other conditions precedent under this Article;

LOI Page 10 of 13

	7.  Vallair’s receipt of all required corporate approvals at the latest before the date of execution of the relevant Agreement. If Vallair notifies Lessee by such date that it did not receive all required corporate approvals for the Aircraft, Vallair shall promptly refund any part of the Security Deposit received from Lessee, and the rights and obligations of each party under the LOI shall terminate automatically and neither party shall have any continuing obligation to the other party under the LOI, except for any terms which the parties have expressly agreed shall survive the termination of this LOI; 8.  Two months prior each start of conversion slot all the pertinent Agreement, CPs and documentation shall be properly approved and executed. Failing to do so, Lessor will have (i) the right to continue with the conversion assuming the Aircraft would have been already purchased (estimated purchasing date to be at or about March/2021) and (ii) Lessor will have the ability to Lease the Aircraft to any other Party deemed suitable to the Lessor with no firther obligation towards the Lessee. 9.  Lessor first right of refusal related to the planned and intended operation for each Aircraft whether passenger or freighter operation. Lessor’s ability to determine which type of intended operation (i.e.: passenger or freighter) shall be protected and understood. 10.  Borescope Inspections satisfactory to Lessor of the Engines that are installed on MSNs 941, 961, 1185 and 1241.
Vallair agrees to support Global X during this process so to ensure proper cooperation and execution with potential subLessees etc.
Expenses:	Each party shall be responsible for all of its own costs and expenses incurred in connection with this LOI and the transaction contemplated thereby.
	The parties shall cooperate with each other to lawfully minimize any costs arising out of this transaction.
Documentation:	All documentation for the transaction will be prepared by Vallair, including all terms of the terms of this LOI, must be acceptable to Global X, and will contain such terms, conditions, representations, warranties, covenants and indemnities as are customary for transactions of this type. The parties will negotiate in good faith to agree upon the terms of the Lease Agreement and any purchase agreement (if applicable).

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Confidentiality:	This LOI is delivered by Vallair with the understanding that neither it nor any of its terms and conditions will be disclosed to any persons or entities, except those having a confidential relationship including shareholders, financiers, lawyers tax advisors and technical advisors relating to this project or where disclosure is required by law. If disclosure is required by law, then the parties shall cooperate with one another to obtain confidential treatment as to commercial terms and other material provisions of this LOI. The parties agree that this clause shall survive the expiry and or termination of this LOI.
Brokers:	Neither party has engaged the services of a broker or similar representative agent for purposes of this transaction. Each party shall represent to the other the absence of such brokers and indemnify the other with respect to any breach of such representation.
Governing Law:	This LOI, the Lease Agreement, any purchase agreement (if applicable) and all documentation shall be governed by English law.
Amendments and waivers:	Upon execution of this LOI by the parties, no terms or provision of this LOI may be changed, waived, discharged or terminated orally, but only by an instrument in writing expressed to be a supplement or amendment to this LOI signed by an authorised signatory of each party to this LOI.
Jurisdiction:	Jurisdiction shall be England and Wales.
Language:	All documentation shall be in the English language.
Validity:	This LOI is valid for three (3) weeks from the above-mentioned date and subject to the clause “Security Deposit”, the Aircraft are subject to prior sale or lease.

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Signed and accepted this 15th day of October 2020

VALLAIR SOLUTIONS SARL		GLOBAL CROSSING AIRLINES INC.
By:	/s/ [ILLEGIBLE]	By:	/s/ Edward J. Wegel
Title:	CEO	Title:	CHMN / CEO
Date:	OCTOBER 15, 2020	Date:	October 13, 2020

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EX-10.8

Exhibit 10.8

ATLANTIC CITY INTERNATIONAL AIRPORT

AIRLINE-AIRPORT USE AND LEASE AGREEMENT

THIS AIRLINE-AIRPORT USE AND LEASE AGREEMENT (hereinafter referred to as the” Agreement”) is made and entered into this 13 day of July , 2020    ,    by and between the SOUTH JERSEY TRANSPORTATION AUTHORITY, a body corporate and politic, (hereinafter referred to as “AUTHORITY”), and GLOBAL CROSSING AIRLINES, a corporation organized and existing under the laws of the State of Florida and authorized to do business in the State of New Jersey, having its principal office at Building 5A, 4200 NW 36^th Street, Miami International Airport, Miami, Florida 33166 (hereinafter referred to as “AIRLINE”). (Authority and Airline collectively “Parties” and individually “Party“ 0

WITNESSETH:

WHEREAS, the AUTHORITY was created by the enactment of P.L. 1991, c. 252, of the laws of the State of New Jersey, and is responsible for the management and operation of the Atlantic City International Airport, (hereinafter referred to as the “Airport”), pursuant to N.J.S.A. 27:25A24; and

WHEREAS, the AUTHORITY owns the eighty-three (83) plus or: minus acres which encompasses the Airport Terminal and the supporting facilities; and

WHEREAS, the Airport’s runways and adjoining lands, consisting of approximately 1,600 acres are controlled and possessed by the AUTHORITY, pursuant to agreements with the Federal Aviation Administration; and

WHEREAS, the AUTHORITY is responsible for the operation, maintenance, improvement and promotion of the Airport System; and

WHEREAS, the AUTHORITY has entered into an agreement with TBI Airport Management (hereinafter referred to as the “Firm”), to manage the operations of the Airport and enforce the terms and conditions of this Agreement; and

WHEREAS, the AUTHORITY has the right to lease and license the use of land, property and facilities at the Airport and has full power and authority to enter into this Agreement in respect thereof; and

WHEREAS, the AUTHORITY desires to continue the Airport as an air carrier and a general aviation facility, as well as for other uses; and

WHEREAS, AIRLINE is engaged in the business of transportation by air of persons, property, mail and/or cargo; and

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WHEREAS, the AUTHORITY and AIRLINE have successfully negotiated terms for the AIRLINE to operate at the Airport; and

WHEREAS, AIRLINE desires to retain certain rights, services and privileges in connection with the use of the Airport and its facilities, and AUTHORITY is willing to grant and lease the same to AIRLINE upon the terms and conditions hereinafter stated; and.

WHEREAS, AIRLINE and AUTHORITY agree to enter into this Agreement specifying the rights and obligations of the Parties with respect to the operation of the Airport by AUTHORITY and the use and occupancy of the Airport by AIRLINE;

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, AUTHORITY and AIRLINE do hereby mutually undertake, promise and agree, each for itself and its successors and assigns, as follows:

ARTICLE 1: DEFINITIONS

The following words, terms and phrases wherever used in this Agreement shall, for the purposes of this Agreement, have the following meanings:

“Agreement” shall mean this Airline-Airport Use and Lease Agreement between AUTHORITY and AIRLINE, as the same may be amended or supplemented from time to time pursuant to the terms hereof.

“Air Transportation Company” shall mean a company engaged in the business of scheduled or nonscheduled commercial transportation by air of persons, property, mail, and/or cargo.

“Air Transportation Business” shall mean that business operated by AIRLINE at the Airport for the commercial transportation by air of persons, property, mail, and/or cargo.

“Aircraft Aprons” shall mean those parts of the Ramp Area immediately adjacent to the Terminal that are jointly used for the parking of aircraft and support vehicles, and the loading and unloading of aircraft.

“Airfield” shall mean the Landing Area, Taxi Way Area and Ramp Area.

“Airline” shall mean the Air Carrier, pursuant to 49 U.S.C. §40102 and 14 CFR Part 380, executing this Agreement.

“Airline Premises” shall mean those areas assigned to AIRLINE as Exclusive Use and Joint Use Premises as defined herein, and shown on Exhibits “B”, “DI” and “D2”, attached hereto and made a part hereof.

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“Airport” shall mean the Atlantic City International Airport owned and operated by the AUTHORITY, the boundaries of which are more particularly shown on Exhibit “A”, attached hereto, including all real property and. easements, improvements and appurtenances thereto, structures, buildings, fixtures, machinery, equipment, vehicles, supplies, and other tangible personal property or interest in any of the foregoing, now owned or hereafter leased or acquired by AUTHORITY, less any thereof which may be consumed, sold, or otherwise disposed of.

“Airport Director” means the Director of the Airport for the Authority.

“Authority” shall mean the South Jersey Transportation Authority, a public body both corporate and politic created and existing under the enactment of P.L. 1991, c. 252, of the laws of the State of New Jersey, as codified in N.J.S.A. 27:25A-l, et. seq. and shall include such person or persons as may from time to time be authorized in writing by AUTHORITY to act for the AUTHORITY with respect to all matters pertaining to this Agreement.

“Capital Improvement Program” shall mean the Five-Year Development Program for the Airport System, as may be in effect as of the execution of this Agreement and as may be amended or revised from time to time.

“Capital Expenditure” shall mean an expenditure made to acquire, purchase or construct a single capital item or project for the purpose(s) of improving, maintaining or developing the Airport System and shall include expenses incurred for development, study, analysis, review, design, or planning efforts.

“Chargeable Landings” shall mean those aircraft landings for which landing fees shall be due and payable by AIRLINE, as set forth in Section 7.01.

“Deplaned Passenger” shall mean any revenue passenger disembarking from an aircraft at the Terminal, including any such passenger that subsequently boards another aircraft of the same or a different Air Transportation Company.

“Enplaned Passenger” shall mean any revenue passenger boarding an aircraft at the Terminal, including any such passenger that previously disembarked from another aircraft of the same or a different Air Transportation Company or from the same aircraft, then operating under a different flight number.

“Executive Director” shall include such person or persons as may from time to time be authorized in writing by AUTHORITY or by the Executive Director or applicable law to act for the Executive Director with respect to any or all matters pertaining to this Agreement.

“Exclusive Use Premises” shall mean those areas of the Airport leased to the AIRLINE, as shown in Exhibit “B”, attached hereto, to which AIRLINE shall have exclusive use, subject to the terms and provisions of this Agreement, which may be assigned for the entire Term or may be assigned to AIRLINE on a month to month basis as indicated in Exhibit B.

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“FAA” shall mean the Federal Aviation Administration, or its authorized successor(s).

“FBO” shall mean a fixed-base operator with which the AUTHORITY has contracted for such operations at the AIRPORT.

“Fiscal Year” shall mean the annual accounting period of AUTHORITY for its general accounting purposes which, at the time of entering into this Agreement, is the period of twelve consecutive months, ending with the last day of December of any year.

“Hazardous Material” shall mean hazardous substances designated under §101 (14) of the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. §§9601, et seq.) as amended, as well as hazardous substances (including petroleum) as defined in the New Jersey Spill Compensation and Control Act (N.J.S.A. 58: 10-231lb) as amended, and as may be defined in such other environmental legislation which affects the Airport.

“Joint Use Premises” shall mean those areas (common use areas) which may be assigned to two or more Air Transportation Companies, Airlines and FBOs, as shown on Exhibits “D 1” and “D2.”

“Landing Area” shall mean those portions of the Airport provided for the landing, taking off, and taxiing of aircraft, including without limitation, approach and turning zones, aviation or other easements, runways, taxiways, runway and taxiway lights, and other appurtenances and lands in connection therewith.

“Maximum Gross Landed Weight” shall mean the maximum gross certificated landing weight in one thousand pounds units for which each aircraft operated at the Airport by AIRLINE is certificated by the FAA or its successor.

“Non-Signatory Airline” shall mean an airline or operator that operates flights to and from Airport and has signed a permit for operations with no minimum flight requirement. Non-signatory operators may be permitted to rent space in the terminal on a month-to-month basis subject to availability of such space in the sole discretion of the AUTHORITY.

“Operation and Maintenance Expenses” (O&M Expenses) shall mean for any period all expenses accrued by AUTHORITY for the operation, maintenance, administration, and ordinary current repairs of the Airport System in order to maintain and operate the Airport System.

“Ramp Area” shall mean the aircraft parking and maneuvering areas adjacent to the Terminal and shall include within its boundaries all Aircraft Aprons.

“Revenues” shall mean income accrued by the AUTHORITY from or in connection with the ownership or operation of the Airport System or any part thereof, or the leasing or use thereof.

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“Scheduled Airline” shall mean any Air Transportation Company performing or desiring to perform, pursuant to a published schedule, commercial air transportation services over specified routes to and from the Airport and holding the necessary authority from the appropriate Federal or state agencies to provide such transportation.

“Signatory Airline” certified scheduled service airline or an air carrier within the meaning of 49 U.S.C. § 40102 and 14 C.F.R. Part 380.2, with a seating capacity of 30 or more seats, that has signed a lease (or permit) for a minimum of 500 square feet for at least one (1) year and has at least one (1) daily departure or guarantees a yearly average of 210 available seats per week for the duration of the service agreed upon for the length of its agreement

“Substantial Completion” shall mean the date on which AUTHORITY’s architects and/or engineers certify any premises at the Airport to be available for beneficial occupancy.

“Term” shall mean the period of time during which AIRLINE activities at the Airport shall be governed by this Agreement, except as otherwise set forth herein. Said Term shall begin on the Effective Date, and, except as otherwise set forth herein, terminate on the date set forth in Article 3.

“Terminal” shall mean the airline passenger terminal facilities at the Airport as they exist prior to and after completion of any improvements or expansion.

Additional words and phrases used in this Agreement but not defined herein shall have their usual and customary meaning.

ARTICLE 2: EFFECTIVE DATE

This Agreement, along with the determination of rentals, fees, and charges set forth herein, shall be binding and effective as of the 1^st day of April, 2021.

ARTICLE 3: TERM

3.01. Except for that portion of the Exclusive Use Premises listed on Exhibit B as being leased on a month-to-month basis, as such Exhibit B may be amended from time to time; the Term of this Agreement shall commence on the 1st day of April, 2021, and shall continue for one (1) year (the “Term”). The Term of this Agreement shall terminate on 31st day of March, 2022, unless sooner canceled or terminated as provided herein.

3.02 For the portion of the Exclusive Use Premises listed on Exhibit B as being leased on a month-to-month basis, this Agreement is for a term of one (1) month commencing on the Effective Date, and thereafter from month to month until one of the parties shall give to the other not less than thirty (30) days’ written notice of its intention to terminate this Agreement as to such portion of the Exclusive Use Premises. The parties may agree, in writing, to add additional month-to-month space to the Exclusive Use Premises.

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3.03 Recapture of Exclusive Use Premises. If AIRLINE fails to maintain the requirements set forth in the definition of a Signatory Airline as provided in Article 1 above over a period of sixty (60) days, the AUTHORITY shall have the right to recapture control of the Exclusive Use Premises upon thirty (30) days written notice to AIRLINE of its failure to maintain the minimum flights as set forth herein. Moreover, failure to meet the requirements of a Signatory Airline will result in the airline paying non-signatory rates and charges.

ARTICLE 4: PREMISES

4.01 Airline Premises.

A. AUTHORITY does hereby lease and demise to AIRLINE, and AIRLINE does hereby lease and accept from AUTHORITY, the Exclusive Use Premises, as set forth in Exhibit “B”, as may be amended from time to time.

B. AUTHORITY does hereby grant Airline the use of Joint Use Premises, as set forth in Exhibits “Dl” and “D2.”, as may be amended from time to time.

C. Any changes to Airline Premises, except as set forth herein relating to “as-built” drawings, shall be evidenced by an amendment to this Agreement pursuant to Section 19.15.

D. In the event that changes to Exhibits “B”, “Dl” and “D2” are made to reflect changes in the leased premises of others, or to reflect other space changes not inconsistent with the provisions of this Agreement, then in such event said revised exhibits may be substituted herein without the necessity for amendment of this Agreement. AIRLINE acknowledges that the Airline Premises may be modified as part of the overall expansion and modification of the Airport. In the event the expansion or modifications effect the Airline Premises, AUTHORITY shall use reasonable efforts to provide AIRLINE with alternate facilities to continue its operation while construction is being completed at a rental rate not to exceed that provided for in this Agreement for comparable space

4.02 Terminal Equipment Included in Airline Premises is Terminal equipment as set forth in Exhibit “C”, attached hereto and made a part hereof. Terminal equipment owned or acquired by AUTHORITY for use by AIRLINE in its Airline Premises shall remain the property and under the control of AUTHORITY. The use of said equipment by AIRLINE may be subject to a fee or charge separate and distinct from any other fee or charge set forth herein.

4.03 Employee Parking. AIRLINE shall be responsible for making arrangements with AUTHORITY to obtain employee parking spaces at the Airport. AIRLINE acknowledges that a fee will be charged for all employee parking.

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4.04 Federal Inspection Facilities. AUTHORITY shall designate areas in the Terminal or elsewhere on the Airport, to be used by agencies of the United States government for the inspection of passengers and their baggage, and for the exercise of the responsibilities of said agencies with respect to the movement of persons and property to and from the United States.

4.05 AIRLINE’s Acceptance of Airline Premises. Neither the AUTHORITY nor its agents have made any representations with respect to any buildings, the land upon which same is erected, or the Airline Premises except as expressly set forth herein and no rights, easements, or licenses are acquired by the AIRLINE by implication or otherwise except as expressly set forth in the provisions of this Agreement. The taking of possession of the Airline Premises by the AIRLINE shall be conclusive evidence that the AIRLINE accepts the same “as is” and that the Airline Premises were in good condition at the time possession was taken.

ARTICLE 5

USE OF THE AIRPORT AND RELATED FACILITIES

5.01 AIRLINE Rights and Privileges. In addition to all rights granted elsewhere in this Agreement, AIRLINE shall have the non-exclusive right, license and privilege to use, in common with others so authorized by the AUTHORITY, areas, facilities, equipment, and improvements at the Airport for the operation of AIRLINE’s Air Transportation Business and all activities reasonably necessary to such operations, including but not limited to:

A. The landing, taking off, flying over, taxiing, towing, and conditioning of AIRLINE’s aircraft and, in area designated by AUTHORITY, the extended parking, servicing, loading or unloading, storage, or maintenance of AIRLINE’s aircraft and support equipment subject to Sections 5.01(F), 5.01(G), and 5.02(C), to the availability of space, and to such reasonable charges and regulations as AUTHORITY may establish; provided, however, AIRLINE shall not permit the use of the Airfield by any aircraft operated or controlled by AIRLINE which exceeds the design strength or capability of the Airfield as described in the then-current FAA-approved Airport Layout Plan (ALP) or other engineering evaluations performed subsequent to the then-current ALP, including the current Airport Certification Manual all of which are incorporated herein by reference.

B. The sale of air transportation tickets and services, the processing of passengers and their baggage for air travel, and the sale, handling, and providing of mail, freight, and express services.

C. The training of personnel in the employ of or to be employed by AIRLINE and the testing of aircraft and other equipment being utilized at the Airport in the operation of AIRLINE’s Air Transportation Business; provided, however, said training and testing shall be incidental to the use of the Airport in the operation by AIRLINE of its Air Transportation Business and shall not unreasonably hamper or interfere with the use of the Airport and its facilities by others entitled to the use of same. The AUTHORITY reserves the right to restrict or prohibit such training and testing operations as it deems interferes with the use of the Airport.

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D. The sale, disposition, or exchange of AIRLINE’s aircraft, engines, accessories, gasoline, oil, grease, lubricants, fuel, or other similar equipment or supplies; provided, however, AIRLINE shall not sell or permit to be sold aviation fuels or propellants, except (i) to such Air Transportation Company which is a successor Company to AIRLINE, (ii) for use in aircraft of others which are being used solely in the operation of AIRLINE’s Air Transportation Business, including, but not limited to, AIRLINE’s code sharing partner(s) or (iii) when a comparable grade and type of fuel desired by others is not available at the Airport except from AIRLINE.

E. The purchase at the Airport or elsewhere, of fuels, lubricants, and any other supplies and services, from any person or company, subject to Section 5.01.D and to the AUTHORITY’s right to require that each provider of services and/or supplies to AIRLINE secures a permit from AUTHORITY to conduct such activity at the Airport, pays required fees, and abides by all reasonable rules and regulations established by AUTHORITY. No discriminatory limitations or restrictions shall be imposed by AUTHORITY that interfere with such purchases; provided, however, nothing herein shall be construed to permit AIRLINE to store aviation fuels at the Airport. The granting of the right to store aviation fuels shall be subject to the execution of a separate agreement between the fuel provider and AUTHORITY.

F. The servicing by AIRLINE or its suppliers of aircraft and other equipment being utilized at the Airport by AIRLINE at such locations as may be designated by the Airport Director.

G. The loading and unloading of persons, property, and mail by motor vehicles or other means of conveyance approved by AUTHORITY on AIRLINE’s Aircraft Aprons or such other locations as may be designated by the Airport Director; provided AIRLINE shall not use Aircraft Aprons to load or unload all-cargo aircraft.

H. Identifying signs for the Air Carrier shall be used on the Airport provided electronic system display.

I. The installation, maintenance, and operation, at no cost to AUTHORITY, of such radio communication, computer, meteorological and aerial navigation equipment, and facilities on AIRLINE’s Joint-Use Premises as may be necessary or convenient for the operation of its Air Transportation Business; provided, however, that such installations shall be subject to the prior written approval of the Airport Director. Prior to any written approval, AIRLINE shall provide the Airport Director with all necessary supporting documentation related to such installations. Such installation shall also be subject to the provisions of Article 9.

J. Such rights of way as may reasonably be required by AIRLINE for Communications, Computer equipment, teletype, telephone, interphone, pneumatic tubes, conveyor systems and power, and other transmission lines in areas jointly-used by AIRLINE,subject to the availability of space and/or ground areas as determined by the Airport Director. The AUTHORITY reserves the right to require the execution of a separate agreement between AUTHORITY and AIRLINE for payment to AUTHORITY FOR the lease and use of such space and/or ground area outside Terminal areas or for such other facilities or services provided by the AUTHORITY.

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K. The installation of personal property, including furniture, furnishings, supplies, machinery and equipment, in AIRLINE’s Exclusive Use Premises as AIRLINE may deem necessary or prudent for the operation of its Air Transportation Business. Title to such personal property shall remain with AIRLINE, subject to the provisions of this Agreement.

L. The construction of modifications, finishes, and improvements in Exclusive Use Premises as AIRLINE may deem necessary or prudent for the operation of its Air Transportation Business, subject to the provisions of Article 8.

M. Ingress to and egress from the Airport and Airline Premises for AIRLINE’s officers, employees, agents, and invitees, including passengers, suppliers of materials, furnishers of services, aircraft equipment, vehicles, machinery, and other property. Such right shall be subject to C.F.R. 49 Part 1542, applicable laws, and the AUTHORITY’s right to establish rules and regulations governing (i) the general public, including AIRLINE’s passengers; and, (ii) access to non-public area at the Airport by AIRLINE’s employees, suppliers of materials, and furnisher of services; provided, however, any such rules and regulations of the AUTHORITY applicable to such access shall not unreasonably interfere with the operation of Airline’s Air Transportation Business. Further, AUTHORITY reserves the right to, from time to time, temporarily or permanently restrict the use of any roadway or other area at the Airport. In the event of such restrictions, and if necessary, AUTHORITY shall make every effort to ensure availability of a reasonably equivalent means of ingress and egress.

N. The ground handling of any portion of the operations of another Scheduled Airline is permitted. However, AIRLINE shall provide AUTHORITY advance written notice of such proposed activities, including a description of the type and extent of services to be provided and fees to be charged, and obtain the prior written approval of the AUTHORITY. Notwithstanding the foregoing, AIRLINE shall not ground handle any Scheduled Airline which does not have in force an operating agreement with AUTHORITY for the operation of its Air Transportation Business at the Airport, and a handling agreement between AIRLINE and the Scheduled Airline. Should AIRLINE provide any ground handling services hereunder, AIRLINE shall pay to the AUTHORITY the same fee applicable to FBO’s providing similar services at the Airport.

O. The rights and privileges granted to AIRLINE pursuant to this Article 5 may be exercised on behalf of AIRLINE by other Signatory Airlines or contractors authorized by AUTHORITY to provide such services at the Airport, subject to the prior written approval of AUTHORITY and further subject to all laws, rules, regulations, and fees and charges as may be applicable to the activities undertaken. AIRLINE may exercise on behalf of AIRLINE’s wholly owned subsidiaries or any other Signatory Airlines any of the rights granted AIRLINE herein, so long as AIRLINE is concurrently exercising those same rights in the operation of AIRLINE’s own Air Transportation Business at the Airport, subject to the provisions of Article 14 and other provisions of this Agreement with respect to AUTHORITY rules and regulations and the payment of fees and charges for such activities.

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5.02 Exclusions and Reservations.

A. Nothing in this Article 5 shall be construed as authorizing AIRLINE to conduct any business separate and apart from the conduct of its Air Transportation Business.

B. AIRLINE shall not knowingly interfere or permit interference with the use, operation, or maintenance of the Airport, including but not limited to, the effectiveness or accessibility of the drainage, sewerage, water, communications, fire protection, utility, electrical, or other systems installed or located from time to time at the Airport; and AIRLINE shall not engage in any activity prohibited by the AUTHORITY’s existing or future Noise Abatement Procedures.

C. As soon as possible after release from proper authorities, AIRLINE shall remove any of its disabled aircraft from the Landing Area and Ramp Area, shall place any such disabled aircraft only in such storage areas as may be designated by the Airport Director, and shall store such disabled aircraft only upon such terms and conditions as may be established by AUTHORITY. In the event AIRLINE shall fail to remove any of its disabled aircraft as expeditiously as possible, AUTHORITY may, but shall not be obligated to, cause the removal of such disabled aircraft; provided however, AUTHORITY shall give AIRLINE prior notice of its intent to do so and provided further that AUTHORITY shall use reasonable efforts to remove such aircraft. AIRLINE shall pay to AUTHORITY, upon receipt of invoice, the costs incurred for such removal plus twenty-five percent (25%).

D. AIRLINE shall not do or permit to be done anything, either by act or failure to act, that shall cause the cancellation or violation of the provisions, or any part thereof, of any policy of insurance for the Airport, or that shall cause a hazardous condition so as to increase the risks normally attendant upon operations permitted by this Agreement. If such AIRLINE act, or failure to act, shall cause the cancellation of any policy, then AIRLINE shall immediately, upon notification by AUTHORITY, do whatever shall be necessary to cause reinstatement of said insurance. Furthermore, if AIRLINE shall do or permit to be done any act not permitted under this Agreement, or fail to do any act required under this Agreement, regardless of whether such act shall, constitute a breach of this Agreement, which causes an increase in the AUTHORITY’s insurance premiums, AIRLINE shall immediately remedy such actions and/or pay the increase in premiums, upon notice from AUTHORITY to do so; but in any event, AIRLINE will hold AUTHORITY harmless for any expenses and/or damage resulting from any action as set forth in this section,

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E. AIRLINE shall immediately notify AUTHORITY in, writing of any enforcement, clean-up, removal or other governmental or regulatory action instituted, completed or threatened pursuant to environmental laws governing hazardous material or related concerns; any claim made or threatened by any person against AIRLINE or AIRLINE’s activities or the condition of the Airline Premises relating to damage, contribution, cost recovery compensation, loss or injury resulting from or claimed to result from the presence of hazardous material; and reports to any environmental agency or governmental authority arising out of or in connection with the delivery to, storage on or removal from Airline Premises, property or aircraft, of hazardous material, including any complaints, notices, warnings or asserted violations in connection therewith. AIRLINE shall provide AUTHORITY with copies of all documentation related to the foregoing.

F. AUTHORITY may, at its sole option, install or cause to be installed advertising and revenue generating devices, including, but not limited to, vending machines, kiosks and computer access equipment, in Joint Use Premises; provided, however, that such installations shall not unreasonably interfere with AIRLINE’s operations authorized hereunder.. AUTHORITY shall be entitled to all income generated by such and devices and to reasonable access upon Airline Premises to install or service such devices.

G. The rights and privileges granted AIRLINE pursuant to this Article 5 shall be subject to any and all reasonable rules and regulations established by AUTHORITY, as may be amended from time to time, and to the provisions of Article 7. The rights and privileges granted to AIRLINE pursuant to this Article 5 are subject to the limitations of law, leases and concession contracts either presently existing or as may be approved by the AUTHORITY in the future. Nothing contained herein shall be construed as authorizing AIRLINE to conduct a separate business or businesses but shall permit AIRLINE to perform or have performed such functions only as are incidental to the operation of its own Air Transportation Business. To the extent that AIRLINE or its suppliers compete with the concessionaires of the AUTHORITY, AUTHORITY shall not be deprived of concession revenue by such competition and nothing in this Agreement shall prohibit AUTHORITY from charging AIRLINE or its suppliers the standard rates charged to concessionaires in connection with items normally sold by concessionaires. AIRLINE, in recognition of the principles stated herein, further agrees not to divert any concession trade from the Airport to non-concessionaires for the purpose of avoiding Airport fees and charges. AUTHORITY, in its sole discretion, shall make any determination of such diversion.

H. Any and all rights and privileges not specifically granted to AIRLINE for its use of and operations at the Airline Premises pursuant to this Agreement are hereby reserved for and to AUTHORITY.

ARTICLE 6

OPERATION AND MAINTENANCE OF THE AIRPORT

6.01 Designation of Operation and Maintenance Responsibilities. In addition to the obligations of AIRLINE and AUTHORITY set forth in Sections 6.02 and 6.03, responsibilities for maintenance, cleaning, and operation of the Airport shall be as set forth in Exhibit “E”, attached hereto and made a part hereof.

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6.2 AIRLINE Obligations.

A. AIRLINE shall, at all times and at its own expense, preserve and keep the Exclusive Premises in an orderly, clean, neat, and sanitary condition.

B. AIRLINE shall, at its own expense, make every effort to keep all Aircraft Aprons free of fuel, oil, debris, and other foreign objects.

C. AIRLINE shall operate and maintain in accordance with the rules and regulations of the AUTHORITY: (i) any loading bridges located at the Aircraft Aprons, (ii) any 400 Hertz units located at the Aircraft Aprons, (iii) baggage conveyor system and devices provided for AIRLINE, and (iv) any other improvements and/or equipment installed by AIRLINE or provided by AUTHORITY for AIRLINE’s use under this Agreement.

D. AIRLINE shall maintain the Exclusive Use Space and Joint Use Space (to the extent related to AIRLINE’S use and occupancy of such areas) in good order and condition, normal wear and tear excepted, and shall commit no waste to such Space.

E. AIRLINE shall at all times fully and faithfully comply with the Airport Rules and Regulations, (as such Rules and Regulations may be revised and or amended from time to time) as well as all federal, state and local governmental laws, rules and regulations as referenced in Article 19.06 during AIRLINE’s use and occupancy under this Agreement. Additionally, AIRLINE shall do nothing which may impair AUTHORITY’S ability to obtain grants from the FAA and shall assist AUTHORITY in compliance with all FAA Rules and Regulations relating to Grant Assurances. Upon receipt of written notice from AUTHORITY that the ARLINE’S actions may cause AUTHORITY to be in violation of the FAA Rules and Regulations, AIRLINE shall immediately cease such activity or be deemed in default hereof.

F. Should AIRLINE fail to perform its material obligations hereunder, AUTHORITY shall have the right to enter the Airline Premises and perform such activities; provided, however, other than in a case of emergency, AUTHORITY shall give to AIRLINE reasonable advance written notice of noncompliance, not to exceed ten (10) days, prior to the exercise of this right. If such right is exercised, AIRLINE shall pay to AUTHORITY, upon receipt of invoice, the cost of such services plus twenty five percent (25%).

G. AIRLINE shall provide written notice of any and all schedule changes no later than thirty (30) days prior to effectuating same.

6.03 AUTHORITY and AIRLINE Obligations.

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AUTHORITY and AIRLINE both acknowledge that close cooperation is necessary to ensure compliance with any storm water discharge permit terms and conditions, as well as to ensure safety and to minimize costs. AIRLINE acknowledges and agrees that it will undertake all necessary actions to minimize the exposure of storm water (and snow melt) to significant materials, generated, stored, handled, or otherwise used by AIRLINE, by implementing and maintaining practices employed to prevent or reduce source water pollution,, such as the construction of runoff-retention basins and replanting eroding surfaces. Significant materials include, but are not limited to: raw materials; fuels, solvents, detergents, and plastic pellets; finished materials such as metallic products; raw materials used in food processing or production; hazardous substances; deicing fluids; fertilizers; pesticides; and waste products such as ashes, slag, and sludge.

ARTICLE 7

RENTALS, FEES, AND CHARGES

AIRLINE shall pay AUTHORITY rentals for use of Airline Premises, and fees and charges for the other rights, licenses, and privileges granted hereunder during the Term of this Agreement. The AIRLINE acknowledges that many of the rentals, fees and charges being assessed by the AUTHORITY hereunder are part of the Standard Rates and Charges that are assessed by the AUTHORITY on all parties utilizing the Airport and further acknowledges that the aforementioned Standard Rates and Charges may be revised from time to time. The AIRLINE acknowledges that the charges listed in sections 7.01 through 7.08 are not intended to be inclusive, and that the AUTHORITY reserves the right to charge the AIRLINE for services not included in this Article 7 if it is determined that such services are to be provided to AIRLINE. The AIRLINE agrees to pay such revised fees, rentals and charges as may be put into effect. The AUTHORITY shall notify AIRLINE of any changes no less than sixty (60) days prior to the effective date of the revised fees, rentals and charges. Rentals, fees and charges are established and approved by the AUTHORITY’s Board of Commissioners and may be revised at the discretion of the Board of Commissioners. These rentals, fees and charges are as follows:

7.01 Landing Fees. AIRLINE shall pay monthly to AUTHORITY fees for Chargeable Landings for the preceding month. AIRLINE’s landing fees shall be determined as set forth in Exhibit “F”, attached hereto and made a part hereof. Airline’s landing fees shall be determined as the product of the landing fee rate for the period, and AIRLINE’s total landed weight for the month. AIRLINE’s landed weight for the month shall be determined as the sum of the products obtained by multiplying the Maximum Gross Landed Weight of each type of AIRLINE’s aircraft by the number of Chargeable Landings of each said aircraft during such month.

7.02 Aircraft Parking Fees. AIRLINE shall pay an aircraft parking fee as determined and set forth in Exhibits “F” and “Fl”, and as may be revised from time to time. In addition to any and all aircraft parking fees, AIRLINE shall pay fees for each aircraft which remains at the Airport overnight between the hours of 9:00 p.m. and 3:00 a.m. or is on the ramp in excess of twelve (12) hours. Such fees for overnight parking of aircraft shall be determined by the AUTHORITY, from time to time, in its discretion.

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7.03 Terminal Rentals. AIRLINE’s rentals for the Exclusive Use Premises shall be determined as set forth in Exhibit “F”, and as may be revised from time to time.

7.04 Ramp Fees. AIRLINE’s fee for Joint Use Premises on the Ramp Area shall be determined as set forth in Exhibit “F’, and as may be revised from time to time.

7.05 Loading Bridge Fees. AIRLINE’s fee for joint use of the loading bridges shall be determined as set forth in Exhibit “F”, and as may be revised from time to time.

7.06 Security Fee. AIRLINE’s fee for law enforcement at the airport shall be determined as set forth in Exhibit “F”, and as may be revised from time to time.

7.07 Passenger Screening Reimbursements. If AIRLINE has not already done so, it shall, within ten (10) days of execution of this Agreement, enter into an agreement with the Transportation Security Administration (or the then current passenger screening operator at the Airport) and provide a copy to the Authority

7.08 Utilities to be Considered Additional Rent.

A. AUTHORITY shall cause to be supplied to the Airline Premises electricity, water and sewerage services, through existing wires, pipes and mains and shall provide heat and air conditioning during the appropriate seasons within present or future governmental guidelines, laws or regulations concerning conservation of energy or water. AUTHORITY shall not be responsible or liable for interruption of utility services and the failure of such services shall not constitute grounds for any diminution or abatement of rent nor constitute grounds for termination of this Agreement or claims for damages. Nothing in this provision shall be construed as requiring the AUTHORITY to provide water and sewerage services to AIRLINE’s Exclusive Use area(s).

B. The AIRLINE shall pay to AUTHORITY, as an additional fee hereunder, AIRLINE’s appropriate share for the consumption of electricity, water, sewage services, alarm services, pest control, waste disposal services and administrative overhead attributable to such charges as set forth in Exhibit “J” attached hereto and made a part hereof, and as may be revised from time to time.

C. Utility costs set forth in this Agreement shall be rendered monthly to AUTHORITY based on actual costs incurred during the prior month, plus administrative overhead attributable to such charge, plus any surcharges that may be assessed by AUTHORITY to cover increased costs of utilities. Such costs may be adjusted within ninety (90) days after the end of each calendar year when final costs for such calendar year have been determined, and AIRLINE shall pay any increased cost adjustment within thirty (30) days of receipt of written or electronic notice of same.

D. All fees and/or payments required by this Section shall be added to and become payable as additional rent with the installment of basic rent next due as provided for in this Agreement.

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7.09 Other Fees and Charges.

A. AUTHORITY expressly reserves the right to assess and collect the following:

1. Reasonable and non-discriminatory fees for concessions and other services provided by AIRLINE for others or for AIRLINE by others pursuant to Section 5.01 of this Agreement, if such services or concessions would otherwise be available from a concessionaire or licensee of AUTHORITY.

2. Reasonable and non-discriminatory fees and charges for services or facilities not enumerated in this Agreement, but provided by AUTHORITY and accepted by AIRLINE, including, but not limited to, Federal Inspection Services (FIS) facility fees, information technology fees and telephone fees.

3. Pro rata shares of any charges for the provision of any services or facilities which AUTHORITY is required to provide by any governmental entity (other than AUTHORITY acting within its proprietary capacity) having jurisdiction over the Airport.

B. AUTHORITY or its agents, operators or representatives reserve the right to charge AIRLINE or its employees a reasonable fee for employee parking area(s) provided at the Airport.

C. AIRLINE shall pay charges for other services or facilities provided by AUTHORITY to AIRLINE. Such services or facilities may include, but are not limited to, special maintenance of Airline Premises, 400 Hertz (GPU) charges, or equipment/vehicle storage areas.

D. AIRLINE shall pay the required fees for all permits and licenses necessary for the conduct of its Air Transportation Business at the Airport. AIRLINE shall also pay all taxes, assessments, and charges, which during the Term of this Agreement may become a lien or which may be levied by the State, County, City, or any other levying body, upon any interest by AIRLINE acquired in this Agreement, or any possessory right which AIRLINE may have in or to the Airline Premises or facilities leased hereunder, or the improvements thereon, by reason of its occupancy thereof, or otherwise, as well as taxes, assessments, and/or charges on property, real or personal, owned by AIRLINE in or about said premises. Upon any termination of tenancy, all taxes then levied or a lien on any of said Airline Properly, or interest therein, shall be paid in full and without pro-ration by AIRLINE forthwith, or within ten (10) days after a statement thereof has been issued by the tax collector, if termination occurs during the interval between attachment of the lien and issuance of statement. However, AIRLINE shall not be deemed to be in default under this Agreement for failure to pay any charges and/or taxes pending the outcome of any proceedings instituted by AIRLINE to contest the validity or the amount of such taxes, provided that such failure to pay does not result in any forfeiture.

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E. The AUTHORITY reserves the right to assess and collect Passenger Facility Charges, (“PFCs”), in accordance with 49 U.S.C. ‘ 40117, 14 C.F.R. Part 158 and the Wendell H. Ford Aviation Investment and Reform Act for the 21st Century, Pub. L. 106181, and any subsequent amendments, modifications and changes thereto.

F. AIRLINE shall pay the Fuel Flowage Fees as set forth in Exhibit “F”, attached hereto and made a part hereof, to Signature Flight Support INC., the FBO currently serving the AIRLINE, or such other FBO or fuel provider approved by the Authority from whom the AIRLINE may purchase fuel at the Airport. The FBO or fuel provider shall report to the AUTHORITY the total number of gallons uplifted monthly and shall pay the fees identified in Exhibit “F” to the AUTHORITY. No later than sixty (60) days prior to the putting into effect a change in Fuel Flowage rates, AUTHORITY shall notify AIRLINE of any change in Fuel Flowage rates for the ensuing Fiscal Year.

7.10 Payments.

A. Payments of one-twelfth (1/12) of the total annual rentals for AIRLINE’s Exclusive Premises, including rentals for portions of the Exclusive Premises which are leased on a month-to-month basis, shall be due in advance, without demand or invoice, on the first day of each month. Said rentals and charges shall be deemed delinquent if payment is not received by the fifteenth (15) calendar day of the month.

B. Payment of airline’s Landing Fees shall be due as of the date of AUTHORITY’s invoice and shall be deemed delinquent if not received within thirty (30) days of the date of such invoice.

C. Payment for all other fees and charges due hereunder, excluding PFCs, shall be due as of the date of the AUTHORITY’s invoice for same. Said fees and charges shall be deemed delinquent if payment is not received within thirty (30) days of the date of such invoice.

(1) Pursuant to 14 C.F.R. Part 158, AIRLINE must remit PFC revenues no later than the last day of the month following the month in which they were recorded in the AIRLINE’s accounting system. In addition to the remittance of the revenues, AIRLINE shall provide the following information monthly: Carrier and airport involved, total PFC revenue collected, total PFC revenue refunded to passengers, collected PFC revenue withheld by the Airline for reimbursement of expenses and amount of monthly remittance. AIRLINE shall submit quarterly reports detailing the same information as above for the quarters ending: March 31, June 30, September 30 and December 31 of each year. If AIRLINE collects more than 50,000 individual PFCs, it shall provide for an annual audit of its PFC collection and remittance activity by an accredited independent public accountant. A copy shall be provided to the AUTHORITY

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D. AUTHORITY shall provide notice of any and all payment delinquencies, including payments of any deficiencies which may be due as a result of the AUTHORITY’s estimates of activity pursuant to Section 7.10(E) below, or due to an audit performed pursuant to Section 7.11 (C), herein; provided, however, interest at the highest rate allowable by applicable state law, shall accrue against any and all delinquent payment(s) from the date due until the date payments are received by AUTHORITY. This provision shall not preclude AUTHORITY from terminating this Agreement for default in the payment of rentals, fees, or charges, as provided for in Article 13 herein, or from exercising any other rights contained herein or provided by law.

E. In the event AIRLINE fails to submit its monthly activity reports on time as required in Section 7.11, AIRLINE shall be charged $250 for each late submission and AUTHORITY shall estimate the rentals, fees and charges based upon one hundred twenty-five percent (125%) of the previous month’s activity reported by AIRLINE and issue an invoice to AIRLINE for same. If no activity data is available, AUTHORITY shall reasonably estimate such activity and invoice AIRLINE for same. AIRLINE shall be liable for any deficiencies in payments based on estimates made under this provision; payments for said deficiencies shall be deemed due as of the date such rental was due and payable. If such estimate results in an overpayment by AIRLINE, AUTHORITY shall apply such overpayment as a credit against subsequent amounts due for such rentals, fees and charges from AIRLINE, provided, however, AIRLINE shall not be entitled to any credit for interest on payments of such estimated amounts.

F. In the event AIRLINE’s obligations with respect to Airline Premises or rights, licenses, or privileges granted hereunder shall commence or terminate on any date other than the first or last day of the month, AIRLINE’s rentals, fees, and charges shall be prorated on the basis of the number of days such premises, facilities, rights, licenses, services, or privileges were enjoyed during that month.

G. All payments due and payable hereunder, except for PFCS, shall be paid in lawful money of the United States of America, without set off, by check made payable to the AUTHORITY and delivered to:

South Jersey Transportation Authority

P.O. Box 8500-1706

Philadelphia, PA 19178-1706

or to such other addresses as the AUTHORITY may from time to time provide to Airline in writing.

H. All payments due and payable hereunder for PFCs shall be paid in lawful money of the United States of America, without set off, by check made payable to the AUTHORITY and delivered to:

South Jersey Transportation Authority

P.O. Box 8500-3215

Philadelphia, PA 19178-3215

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or to such other addresses as the AUTHORITY may from time to time provide to Airline in writing.

7.11 Information to be Supplied by AIRLINE.

A.    As requested by the AUTHORITY or its designated representative, AIRLINE shall submit activity reports as set forth in Exhibits “H” and “I”, including, but not limited to, Enplaned Passengers, Deplaned Passengers, arrivals, departures, cargo and aircraft type. AIRLINE shall file these written reports weekly with AUTHORITY on forms provided by AUTHORITY for activity conducted by AIRLINE during said week, and for activity handled by AIRLINE for other Air Transportation Companies not having an agreement with AUTHORITY providing for its own submission of activity data to AUTHORITY.

B.    AUTHORITY reserves the right to rely on said activity reports in determining rentals, fees and charges due hereunder. AIRLINE shall have full responsibility for the accuracy of said reports. Payment deficiencies due to incomplete or inaccurate activity reports shall be subject to interest charges as set forth in Section 6.09(D).

C.    AIRLINE shall at all times maintain and keep books, ledgers, accounts, or other records, wherein are accurately kept all entries reflecting the activity statistics to be reported pursuant to this Section. Such records shall be retained by AIRLINE for a period of three (3) years subsequent to the activities reported therein, or such other retention period as required by Federal Regulations, and made available at Atlantic City International Airport for audit and/or examination by AUTHORITY or its duly authorized representative during all normal business hours. AIRLINE shall produce such books and records at Atlantic City International Airport within fifteen (15) calendar days of AUTHORITY’s notice to do so or pay all reasonable expenses, including but not limited to professional fees, costs of audit, transportation, food, and lodging, necessary for an auditor selected by AUTHORITY to audit said books and records.

D.    The cost of audit, with the exception of the aforementioned expenses, shall be borne by AUTHORITY; provided, however, the total costs and fees of said audit shall be borne by AIRLINE if either or both of the following conditions exist:

1.    The audit reveals an underpayment of more than five percent (5%) of rentals, fees, and charges due hereunder, as determined by said audit; and/or

2.    AIRLINE has failed to maintain true and complete books, records, accounts, and supportive source documents in accordance with Section 7.10(C).

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7.12    Security for Performance.

A. AIRLINE shall provide AUTHORITY on the Effective Date of this Agreement with a contract bond, irrevocable letter of credit, or other similar security in a form and drawn on such company as is acceptable to AUTHORITY, in its sole discretion, an amount equal to not less than the estimated amount of charges to be paid by the AIRLINE for a period of three (3) months use of Airport as security to guarantee the faithful performance by AIRLINE of all covenants, conditions and obligations under this Agreement and the payment of all rentals, fees, and charges due hereunder, (“Contract Security”). The AUTHORITY shall have the right to increase the amount of the Contract Security from time if the AIRLINE costs increase from the original estimated costs. AIRLINE shall maintain such Contract Security in effect throughout the Term of this Agreement and provide written proof thereof to AUTHORITY upon commencement and thereafter annually on the tenth day of January. AUTHORITY may, if it so elects, have recourse to AIRLINE’s Contract Security to make good any delinquency, breach or default, in which event AIRLINE shall, on, demand, promptly restore the Contract Security to its original amount within thirty (30) days from said demand.

B. If AIRLINE shall fail to obtain and/or keep in force such Contract Security required hereunder, such failure shall be grounds for immediate termination of this Agreement pursuant to Section 11.01. AUTHORITY’s rights under this Section 7.12 shall be in addition to all other rights and remedies provided to AUTHORITY under this Agreement.

ARTICLE 8

AIRLINE IMPROVEMENTS

8.01    Need for Capital Expenditures The Parties hereto recognize that Capital Expenditures to preserve, protect, enhance, expand, or otherwise improve the Airport System, or part hereof, may be required during the Term of this Agreement.

8.02    Alterations and Improvements by AIRLINE.

A.    Except as otherwise expressly provided herein, the AIRLINE shall not erect any structures, make any improvements or do any construction work on the Airline Premises, or install any fixtures other than trade fixtures, removable without material damage to the Airline Premises, (any such damage shall be immediately repaired by the AIRLINE at its sole expense) without the prior written approval of AUTHORITY, through the medium of a construction, or alteration application. All such improvements shall be at the sole cost of AIRLINE. In the event any construction, improvement, alteration, modification, addition, repair or replacement is made without such approval, then upon notice from AUTHORITY, the AIRLINE shall remove the same or at the option of AUTHORITY, cause the same to be changed to the satisfaction of AUTHORITY. In case of any failure on the part of the AIRLINE to comply with such notice, AUTHORITY may affect the removal or change and AIRLINE shall pay the costs, fees and all legal fees and costs thereof to AUTHORITY upon demand.

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B.    AIRLINE agrees that any construction, improvement, alteration, modification or addition performed by AIRLINE at or on the Airline Premises shall be in accordance with an AUTHORITY approved construction or alteration application, a copy of which is attached as Exhibit M, attached hereto and made part hereof. All such improvements made by AIRLINE, except those financed by AUTHORITY which shall immediately become the property of the AUTHORITY, shall upon termination or cancellation of this Agreement become the property of AUTHORITY. Only AIRLINE’s personal property identified on the Capital Investment Schedule Exhibit “K”, attached here to and made a part hereof shall remain property of the AIRLINE and may be removed at the termination of the Agreement.

C.    AIRLINE shall furnish and require contractors and subcontractors to furnish satisfactory evidence of statutory worker’s compensation insurance, comprehensive general liability insurance, comprehensive automobile insurance, and physical damage insurance, on a builder’s risk form with the interest of AUTHORITY endorsed thereon, in such amounts and in such manner as AUTHORITY may reasonably require. AUTHORITY may require additional insurance for any alterations or improvements approved hereunder, in such limits as AUTHORITY reasonably determines to be necessary and subject to Section 10.2, below and Exhibit G.

D.    Any construction or installation shall be at the sole risk of AIRLINE and shall be in accordance with all applicable federal, state and local codes and Laws and subject to inspection by the Airport Director or its agent and any and all applicable federal, state and local inspections

ARTICLE 9

DAMAGE OR DESTRUCTION

9.01    Partial Damage. If any part of Airline Premises, or adjacent facilities directly and substantially affecting the use of Airline Premises, shall be partially damaged by fire or other casualty, but said circumstances do not render Airline Premises untenantable as reasonably determined by AUTHORITY, the same shall be repaired to usable condition with due diligence by AUTHORITY with costs assessed against any liable party or entity as hereinafter provided and limited. No abatement of rentals shall accrue to AIRLINE so long as Airline Premises remain tenantable.

9.02    Substantial Damage, If any part of Airline Premises, or adjacent facilities directly and substantially affecting the use of Airline Premises, shall be so extensively damaged by fire or other casualty as to render any portion of said Airline Premises untenantable but capable of being repaired, as reasonably determined by AUTHORITY, the same shall be repaired to usable condition with due diligence by AUTHORITY as here in after provided and limited. In such case, the rentals payable hereunder with respect to Airline’s affected Airline Premises shall be paid upto the time of such damage and shall thereafter be abated equitably in proportion as the part of the are a rendered untenantable bears to total Airline Premises until such time as such affected Airline Premises shall be restored adequately for Airline’s use, AUTHORITY shall use reasonable efforts to provide, but does not guarantee, AIRLINE with alternate facilities to continue its operation while repairs are being completed, at a rental rate not to exceed that provided for in this Agreement for comparable space. AUTHORITY shall not be liable to AIRLINE for any consequential, compensatory or exemplary damages.

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9.03 Destruction.

A.    If any part of Airline Premises, or adjacent facilities directly and substantially affecting the use of Airline Premises, shall be damaged by fire or other casualty, and is so extensively damaged as to render any portion of said Airline Premises incapable of being repaired, as reasonably determined by AUTHORITY, AUTHORITY shall notify AIRLINE within a period of sixty (60) days after the date of such damage of its decision whether to reconstruct or replace said space; provided, however, AUTHORITY shall be under no obligation to replace or reconstruct such premises, The rentals payable hereunder with respect to affected Airline Premises shall be paid up to the time of such damage and thereafter shall abate until such time as replacement or reconstructed space becomes available for use by AIRLINE. AUTHORITY shall not be liable to AIRLINE for any consequential, compensatory or exemplary damages.

B.    In the event AUTHORITY elects to reconstruct or replace affected Airline Premises, AUTHORITY shall use reasonable efforts to provide AIRLINE with alternate facilities to continue its operation while reconstruction or replacement is being completed at a rental rate not to exceed that provided for in this Agreement for comparable space. AUTHORITY shall not be liable to AIRLINE for any consequential, compensatory or exemplary damages.

C. In the event AUTHORITY elects to not reconstruct or replace affected Airline Premises, AUTHORITY shall meet and consult with AIRLINE on available ways and means, if any, to permanently provide AIRLINE with adequate replacement space for affected Airline Premises, In such event, AUTHORITY agrees to amend this Agreement to reflect related additions and deletions to AIRLINE’s Airline Premises. AUTHORITY shall not be liable to AIRLINE for any consequential, compensatory or exemplary damages.

9.04    Damage Caused By AIRLINE. Notwithstanding the provisions of this Article 9, in the event that due to the negligence or willful act or omission of AIRLINE, its employees, its agents, or licensees, Airline Premises shall be damaged or destroyed by fire, other casualty or otherwise, there shall be no abatement of rent during the repair or replacement of said Airline Premises. To the extent that the costs of repairs shall exceed the amount of any insurance proceeds payable to AUTHORITY by reason of such damage or destruction, AIRLINE shall pay the amount of such additional costs to AUTHORITY.

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9.05    AUTHORITY’s Responsibilities. AUTHORITY shall maintain levels of insurance; provided, however, that AUTHORITY’s obligations to repair, reconstruct, or replace affected premises under the provisions of this Article 9 shall in any event be limited to restoring affected Airline Premises to substantially the same condition that existed at the date of damage or destruction, including any subsequent improvements made by AUTHORITY, and shall further be limited to the extent of insurance proceeds and other funds available to AUTHORITY for such repair, reconstruction, or replacement; provided further that AUTHORITY shall in no way be responsible for the restoration or replacement of any equipment, furnishings, property, real improvements, signs, or other items installed and/or owned by AIRLINE in accordance with this Agreement, unless AIRLINE proves that damage is caused by gross negligence or willful act or omission of AUTHORITY, its officials, agents, or employees acting within the course or scope of their employment and damages are limited to AUTHORITY’S insurance policy limits.

ARTICLE 10

INDEMNIFICATION AND INSURANCE

10.01 Indemnification.

A.    AIRLINE shall indemnify, save, hold harmless, and defend AUTHORITY, its officials, agents and employees, its successors and assigns, individually and collectively, and the Firm, its officials, agents, servants and employees, its successors and assigns, individually or collectively, from and against any claim, action, loss, damage, injury, liability, and the cost and expense of whatsoever kind or nature (including, but not limited to, reasonable attorney fees, disbursements, court costs, and expert fees including all post- trial motions, appeals, remands and retrials) based upon injury to persons, including death, or damage to property, arising out of, or resulting from, the acts or omissions of AIRLINE, its officers, employees, agents, contractors, servants, assigns, or anyone for whom AIRLINE is legally responsible, at the Airport or in connection with this Agreement, unless such injury or damage is occasioned by the willful misconduct of AUTHORITY, its officers, employees, or agents. or the Firm, its officers, employees or agents.

B.    AIRLINE shall indemnify, save, hold harmless, and defend AUTHORITY, its officials, agents, servants and employees, its successors and assigns, individually and collectively, from and against any claim, action, loss, damage, injury, liability, and the cost and expense of whatsoever kind or nature (including, but not limited to, reasonable attorney fees, disbursements, court costs, and expert fees including all post-trial motions, all appeals, remands and retrials) and any fines in any way arising from or based upon the violation of any federal, state, or municipal laws, statutes, resolutions, or regulations, including rules or regulations of the AUTHORITY, by AIRLINE, its officers, agents, employees, or successors and assigns in conjunction with AIRLINE’s use and/or occupancy of Airline Premises at the Airport.

C.    AIRLINE shall not cause or permit any Hazardous Material to be brought upon, kept, or used in or about the Airport by AIRLINE, AIRLINE’s agents, employees, contractors, or invitees unless such Hazardous Material is necessary to AIRLINE’s business and will be used, kept, and stored in a manner that complies with all laws regulating any such Hazardous Materials brought upon or used or kept in or about the property. AIRLINE shall provide notice to the

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AUTHORITY and the Firm of any Hazardous Materials used by AIRLINE at the Airport. AIRLINE shall indemnify, save, hold harmless, and defend AUTHORITY, its officials, agent, servants s and employees, its successors and assigns, individually or collectively and the Firm, its officials, agents and employees, its successors and assigns, individually or collectively, (including without limitation, diminution in value of the property, damages for the loss or restriction on use or rent of the property, damages arising from any adverse impact on marketing of the property, and sums paid in settlement of claims, attorney fees and costs of litigation through and including all post-trial motions, all appeals, remands and retrials consultant fees, and expert fees) that arise during or after the lease term begins due to contamination by Hazardous Materials placed upon the property by AIRLINE or its agent, servant, workman, contractor or subcontractor during the Term. This indemnification of AUTHORITY by AIRLINE includes, without limitation, cost incurred in connection with any investigation of site conditions which reveals contamination caused by AIRLINE, and all cleanup, remediation, removal, or restoration work required by any authorized federal, state or local governmental agency or political subdivision because of Hazardous Materials present in the soil or groundwater or under the property. Without limiting the foregoing, if the presence of any Hazardous Material on the property caused or permitted solely by the AIRLINE during the lease term results any contamination of the property, AIRLINE shall promptly take all actions at AIRLINE’s sole expense as are necessary to return the property to the condition existing prior to the release of any such hazardous material onto, in, below and/or above the property, provided that AUTHORITY’s approval of such action shall first be obtained, and approval shall not be unreasonably withheld as long as such actions would not potentially have any material adverse long-term or short-term effect on the property and meets with all applicable federal, state and local laws and authority’s requirements..

D. The provisions of this Section 10.01 shall survive the expiration, termination, or early cancellation of this Agreement.

10.02 Insurance.

A. Without limiting AIRLINE’s obligation to indemnify AUTHORITY, as provided for in Section 10.01, AIRLINE shall procure and maintain in force, at all times during the Term, occurrence form, comprehensive airport premises liability, and aviation insurance to protect against personal injury and bodily injury liability and property damage liability as set forth in Exhibit “G”, as such Exhibit may from time to time be amended by the Authority at its sole discretion..

a. B. The aforesaid amount of and types of insurance shall be reviewed from time to time by AUTHORITY and may be adjusted by AUTHORITY if AUTHORITY reasonably determines such adjustments are necessary to protect AUTHORITY’s interests. AIRLINE shall furnish AUTHORITY, within sixty (60) days of the Effective Date hereof, a certificate or certificates of insurance as evidence that such insurance is in force. AUTHORITY reserves the right to require a certified copy of each certificate upon request. AIRLINE shall name AUTHORITY as an additional insured on such insurance policy or policies. Said policies shall be issued by

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insurance companies registered to do business in the State of New Jersey with not less than an A- rating, and in a form and content satisfactory to AUTHORITY and shall provide for thirty (30) days advance written notice to AUTHORITY prior to the cancellation of or any adverse material change in such policies. AIRLINE’s failure to provide and/or maintain the required insurance coverage as set forth herein shall be an event of default and subject to immediate termination of the Agreement at the sole discretion of the AUTHORITY. AIRLINE shall not operate in any capacity if it is in violation of any insurance requirement. AIRLINE expressly understands and agrees that any insurance protection required by this Agreement shall in no way limit the obligations assumed by AIRLINE pursuant to this Agreement and shall not be construed to relieve AIRLINE of liability in excess of such coverage, or shall it preclude AUTHORITY from taking such other actions as are available to it under any other provisions of this Agreement or otherwise in law or equity. This coverage shall be primary to any insurance of AUTHORITY and shall not be contributing with any other insurance or similar protection available to AUTHORITY whether other available insurance is primary, contributing, or excess.

10.03 Waiver of Subrogation. AUTHORITY and AIRLINE hereby mutually waive any and all rights of recovery against the other party arising out of damage or destruction of the buildings, Airline Premises, or any other property from causes included under any property insurance policies to the extent such damage or destruction is covered by the proceeds of such policies and whether or not such damage or destruction shall have been caused by the parties, their officers employees, or agents, but only to the extent that the insurance policies then in force permit such waiver. All policies of insurance shall contain, to the extent available, this waiver of subrogation provision and the cost of such provision shall be borne by the primary insured.

ARTICLE 11

CANCELLATION BY AUTHORITY

11.01 Events of Default. The events described below shall be deemed events of default by AIRLINE hereunder:

A. Upon the occurrence of any of the following events or at any time thereafter during the continuance thereof AUTHORITY may terminate this Agreement upon five (5) days’ written notice with such termination to be effective upon the date specified in such notice upon the occurrence of any of the following events or at any time thereafter:

1. The AIRLINE shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy or a petition or an answer seeking an arrangement or its reorganization or the readjustment of its indebtedness under the federal bankruptcy laws or under any other law or statute of the United States or of any State thereof or consent to the appointment of a receiver, trustee or liquidator of all or substantially all of its property: or

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2. By order of decree of a court the AIRLINE shall be adjudged bankrupt or any order shall be made approving a petition filed by any of the creditors or, if the AIRLINE is a corporation, by any of its stockholders seeking its reorganization or the readjustment of its indebtedness under the federal bankruptcy laws or under any law or statute of the United States or of any State thereof; or

3. A petition under any part of the federal bankruptcy laws or an action under any present or future insolvency law or statute shall be filed against the AIRLINE and shall not be dismissed within thirty (30) days after the filing thereof; or

4. Except as may be provided in the Section of this Agreement entitled “Assignment,” the interest of AIRLINE under this Agreement shall be transferred to, pass to or revoke upon, by operation of law or otherwise, any other person, firm or corporation; or

5. The AIRLINE, if a corporation, shall without the prior written approval of AUTHORITY, which approval may be withheld for any reason or for no reason, become a successor or merged corporation in a merger, a constituent corporation in a consolidation, or a corporate in dissolution; or

6. By or pursuant to, or under authority of any legislative act, resolution or rule, or any order or decree of any court or governmental board, agency or officer having jurisdiction, a receiver, trustee, or liquidator shall take possession or control of anyor substantially all of the Airline Premises and such possession or control shall continue in effect for a period of twenty (20) working days; or

7. The AIRLINE shall voluntarily abandon, desert or vacate the Airline Premises or discontinue its operations at the Airport, or, after exhausting or abandoning any right of further appeal, the AIRLINE shall be prevented for a period of sixty (60) days by action of any governmental agency having jurisdiction thereof from conducting its operations at the Airport, regardless of the fault of the Lessee; or

8. Any lien is filed against the Airline Premises, property or aircraft because of any act or omission of the AIRLINE and is not removed within forty-five (45) days after notice to the AIRLINE thereof; or

9. The AIRLINE shall fail to pay in a timely fashion the rents or to make any other payment required hereunder when due to AUTHORITY and shall persist in its failure for a period of ten (10) days following the receipt of written notice of such default from AUTHORITY; or

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10. The AIRLINE shall fail to keep, perform and observe each and every other promise and agreement set forth in this Agreement on its part to be kept, performed, or observed, within ten (10) days after receipt of notice of default thereunder from AUTHORITY (except where fulfillment of its obligation requires activity over a period of time, and the AIRLINE shall have commenced substantially to perform whatever may be required for fulfillment within ten (10) days after receipt of notice and continues diligently such substantial performance without interruption except for causes beyond its control). Notwithstanding anything contained in this subparagraph 10 to the contrary, if any action on the part of the AIRLINE shall impact on AUTHORITY’S ability to be awarded FAA grants, AIRLINE shall cease such action immediately upon receipt of notice; or

11. There shall be an occurrence of any of the events of default resulting in termination of any other lease or other agreements or permits between the AIRLINE and AUTHORITY at the Airport.

B. No acceptance by the AUTHORITY of fees, charges, or other payments in whole or in part for any period or periods after a default of any of the terms, agreements and conditions hereof to be performed, kept or observed by the AIRLINE shall be deemed a waiver of any right on the part of AUTHORITY to terminate this Agreement.

C. No waiver by AUTHORITY of any default on the part of the AIRLINE in performance of any of the terms, covenants or conditions hereof to be performed keep or observed by the AIRLINE shall be or be construed to be a waiver by AUTHORITY of any other or subsequent default in performance of any of the valid terms, agreements and conditions

D. If an agreement is made for the construction, renovation or modification of a terminal building, AUTHORITY has the option to terminate this Agreement within sixty (60) days of a written notice to the AIRLINE, thereafter, AUTHORITY will be responsible for any and all relocation costs and/or temporary facilities necessary for the AIRLINE’s operation to the extent AUTHORITY is reimbursed for such costs from third parties.

E. The rights of the AUTHORITY to terminate this Agreement shall be in addition to any other rights and/or remedies that the AUTHORITY has at law or in equity following any breach of this Agreement by the AIRLINE, and the exercise by the AUTHORITY of any right of termination shall be without prejudice to any other rights and remedies, except in the event of a termination pursuant to that portion of Subsection A(7) reading (After exhausting or abandoning any right of further appeal, the AIRLINE shall be prevented for a period of sixty (60) days by action of any governmental agency having jurisdiction thereof, from conducting its operations at the airports, regardless of default of the AIRLINE) the sole remedy of the AUTHORITY shall be a right of termination if AIRLINE has not otherwise breached this Agreement or otherwise defaulted in AIRLINE’s obligations).

11.02 Continuing Responsibilities of AIRLINE. Notwithstanding the occurrence of any event of default, AIRLINE shall remain liable to AUTHORITY for all rentals, fees, and charges payable hereunder and for all preceding breaches of any covenant of this Agreement. Furthermore, unless AUTHORITY elects to cancel this Agreement, AIRLINE shall remain liable for and promptly pay all rentals, fees, and charges accruing hereunder until termination of this Agreement as set forth in Article 3 or until this Agreement is terminated by AIRLINE pursuant to this Article 11.

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11.03 AUTHORITY’s remedies. Upon the occurrence of any event enumerated in Sections 11.01(A), or 12.01(B), the following remedies shall be available to AUTHORITY:

A. AUTHORITY may exercise any remedy provided by law or in equity, including specific performance, including but not limited to the remedies hereinafter specified.

B. AUTHORITY may terminate this Agreement, effective upon the date specified in the notice of termination. For events enumerated in Section 10.01(A), such date shall be not less than thirty (30) days from said notice. Upon such date, AIRLINE shall be deemed to have no further rights hereunder and AUTHORITY shall have the right to take immediate possession of the Airline Premises.

C. AUTHORITY may reenter the Airline Premises and may remove all AIRLINE persons and property from same upon the date of reentry specified in AUTHORITY’s written notice of reentry to AIRLINE. For events enumerated in Section 11.01 (A), reentry shall be not less than thirty (30) days from the date of notice of reentry. Upon any removal of AIRLINE property by AUTHORITY hereunder, AIRLINE property may be stored at a public warehouse or elsewhere at AIRLINE’s sole cost and expense.

D. AUTHORITY may relet the Airline Premises and any improvements thereon or any part thereof at such rentals, fees, and charges and upon such other terms and conditions as approved by the AUTHORITY, in its sole discretion, may deem advisable, with the right to make alterations, repairs of improvements on said Airline Premises. In reletting the Airline Premises, AUTHORITY shall be obligated to make a good faith effort to obtain terms no less favorable to AUTHORITY than those contained herein and otherwise seek to mitigate any damages it may suffer as a result of AIRLINE’s event of default.

E. In the event that AUTHORITY relets Airline Premises, rentals, fees, and charges received by AUTHORITY from such reletting shall be applied: (i) to the payment of any indebtedness other than rentals, fees, and charges due hereunder from AIRLINE to AUTHORITY; (ii) to the payment of any cost of such reletting; and (iii) to the payment of rentals, fees, and charges due and unpaid hereunder. The residue, if any, shall be held by AUTHORITY and applied in payment of future rentals, fees, and charges as the same may become due and payable hereunder. If that portion of such rentals, fees, and charges received from such reletting and applied to the payment of rentals, fees, and charges hereunder is less than the rentals, fees, and charges payable during applicable periods AIRLINE hereunder, then AIRLINE shall pay such deficiency to AUTHORITY. AIRLINE shall also pay to AUTHORITY, as soon as ascertained, any costs and expenses incurred by AUTHORITY in such reletting not covered by the rentals, fees, and charges received from such reletting including reasonable attorney fees, costs and professional and other fees.

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F. No reentry or reletting of Airline Premises by AUTHORITY shall be construed as an election on AUTHORITY’S part to terminate this Agreement unless a written notice of termination is given to AIRLINE

G. AIRLINE shall pay to AUTHORITY all other costs, incurred by AUTHORITY in the exercise of any remedy in this Article 11, including, but not limited to, reasonable attorney fees, disbursements, court costs, costs, fees and expert fees.

11.04 Remedies Under Federal Bankruptcy Laws. Notwithstanding the foregoing, upon the filing by or against AIRLINE of any proceeding under Federal bankruptcy laws, if AIRLINE has defaulted in the performance of any provision of this Agreement within the six (6) months preceding such filing, AUTHORITY shall have the right to terminate this Agreement, in addition to other remedies provided under provisions of the Federal Bankruptcy Rules and Regulations and Federal Judgeship Act of 1984, as such may be subsequently amended, supplemented, or replaced. Such termination shall be by written notice to AIRLINE within sixty (60) days from the date of AIRLINE’s initial filing in bankruptcy court.

ARTICLE 12

SURRENDER OF AIRLINE PREMISES

12.01 Surrender and Delivery. Upon termination or cancellation of this Agreement, AIRLINE shall promptly and peaceably surrender to AUTHORITY the Airline Premises and. all improvements thereon to which AUTHORITY is entitled pursuant to this Agreement in good and fit condition, reasonable wear and tear excepted; provided, however, nothing in this Section 12.01 shall be construed to modify the obligations of the Parties set forth in Article 8, Article 9, and Article 10.

12.02 Removal of Property. Provided AIRLINE is not in default for payment of rentals, fees and charges hereunder, AIRLINE shall have the right at any time during the Term of this Agreement to remove from the Airport its aircraft, tools, equipment, trade fixtures, and other personal property, title to which shall remain in AIRLINE, unless otherwise set forth in this Agreement, and shall remove such aircraft, tools, equipment, trade fixtures, and other personal property within fifteen (15) business days following termination of this Agreement, whether by expiration of time or otherwise, as provided herein, except if it is subject to any valid lien which AUTHORITY may have thereon for unpaid rentals, fees, and charges. AIRLINE shall not abandon any portion of its property at the Airport without the written consent of AUTHORITY. Any and all property not removed by AIRLINE within fifteen (15) business days following the date of termination of this Agreement shall, at the option of AUTHORITY, (i) become the property of AUTHORITY at no cost to the AUTHORITY; (ii) be stored by AUTHORITY with the cost of such storage being borne by the AIRLINE; or (iii) be sold at public or private sale with the cost of

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such sale being borne by the AIRLINE and proceeds from the sale shall be the property of the AUTHORITY. Except as may be agreed to otherwise by AUTHORITY and AIRLINE, all AUTHORITY property damaged by or as a result of the removal of AIRLINE’s property shall be restored by AIRLINE to the condition existing before such damage at AIRLINE’s sole expense.

12.03 Holding Over. In the event AIRLINE uses its Airline Premises without the written consent of AUTHORITY after this Agreement has been terminated or expires, Airline shall be deemed a tenant at sufferance during the period of such use and shall pay rates equal to two times the rate for rentals, fees, and charges established by AUTHORITY for Air Transportation Companies which are not Signatory Airlines during such period. In such event, AUTHORITY shall have the right to all remedies provided under applicable laws; provided, however, AUTHORITY’s consent shall not be unreasonably withheld during any period of good faith lease negotiations between AIRLINE and AUTHORITY.

ARTICLE 13

ASSIGNMENT, TRANSFER AND SUBLETTING

13.01 Assignment and Subletting by AIRLINE.

A. In the event that AIRLINE shall, directly or indirectly, assign, sell, hypothecate, or otherwise transfer this Agreement, or any portion of Airline Premises, without the prior written consent of the AUTHORITY, the AUTHORITY, in its sole discretion may terminate this Agreement upon thirty (30) days written notice. For purposes of this provision, such transfer shall include any change in the ownership and control of AIRLINE from that existing on the Effective Date to any of the following: (i) the transfer to any individual, corporation, partnership, or other entity of direct or indirect beneficial ownership of a portion of any class of outstanding voting securities of AIRLINE which results in excess of fifty (50) percent ownership thereof; (ii) an issuance, transfer, purchase, or exchange of all or a portion of the securities of AIRLINE or of a subsidiary corporation of AIRLINE or the creation, transfer, purchase, or exchange of any rights or privileges thereunder; or (iii) the transfer, purchase or exchange of all or a portion of the assets of AIRLINE or of a subsidiary corporation of AIRLINE, which causes or results in a change in the relationship between AIRLINE and a subsidiary corporation of AIRLINE, or AIRLINE and the holders of the securities of AIRLINE, or the creation of another corporation for the purpose, among others, of accepting and holding securities of AIRLINE, or which places control of AIRLINE in a single entity, or which affects, causes or results in a transfer or change in the entity exercising control over AIRLINE.

B. AIRLINE shall not sublease Airline Premises without the prior written consent of AUTHORITY, which consent may be withheld by AUTHORITY in its sole discretion.

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C. AIRLINE shall include with its request for permission to assign or sublease, a copy of the proposed assignment or sublease agreement. The assignment or sublease agreement submitted with AIRLINE’s request shall include the following information: (i) the term; (ii) the area or space to be assigned or subleased; (iii) the sublease rentals to be charged; and (iv) the provision that assignee or sublessee must execute a separate operating agreement with AUTHORITY. Any other information reasonably requested by AUTHORITY pertaining to said sublease or assignment shall be promptly provided by AIRLINE. AIRLINE shall remain liable to AUTHORITY under this Agreement in any sublease. A fully executed copy of such sublease or assignment shall be submitted to AUTHORITY for final approval prior to any sublessee’s occupancy.

D. In the event the rentals, fees, and charges for subleased premises exceed the rentals, fees, and charges payable by AIRLINE for said premises pursuant to this Agreement, AIRLINE shall pay to AUTHORITY the excess of the rentals, fees, and charges received from the sublessee over that specified to be paid by AIRLINE herein; provided, however, AIRLINE may charge a reasonable fee for administrative costs, not to exceed fifteen percent (15%) of the specified sublease rental and such fee shall not be considered part of excess rentals, fees, and charges. AIRLINE may also charge a reasonable fee to others for the use of AIRLINE’s capital equipment and to charge for use of utilities and other services being paid for by AIRLINE.

E. Nothing in this Article 13 shall be construed to release AIRLINE from its obligations under this Agreement, including but not limited to, the payment of rentals, fees, and charges provided herein in the event an assignment or sublease is approved by the AUTHORITY.

ARTICLE 14

AVAILABILITY OF ADEQUATE FACILITIES

14.01 Declaration of Intent. The Parties acknowledge the objective of AUTHORITY to offer to all Air Transportation Companies desiring to serve Airport access to the Airport and to provide adequate gate positions and space in the Terminal. Recognizing that physical and financial limitations may not provide Terminal and Aircraft Apron areas at all times for additional facilities, AUTHORITY hereby states its intent to pursue the objective of achieving an optimum balance in the overall utilization of Terminal and Aircraft Apron areas to be achieved, if necessary, through sharing from time to time, of gate positions and other passenger handling facilities and equipment subject to existing agreements and leases. The AIRLINE agrees to accommodate any new entrant airline operations upon the AUTHORITY’s request to do so.

14.02 Indemnification by accommodated Air Transportation Company. During the period of use of AIRLINE’s facilities by a Scheduled Air Carrier pursuant to this Article 14, AUTHORITY shall require such accommodated Scheduled Air Carrier to agree in writing to indemnify AUTHORITY and AIRLINE in the manner and to the extent required of AIRLINE, pursuant to Article 10 hereof.

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14.03 This Agreement applies only to the Airline Premises and does not include any rights to any areas in any terminal expansion which may be constructed by the Authority during the Term. The Authority reserves the right to negotiate a separate agreement for utilization of any space in any terminal expansion.

ARTICLE 15

GOVERNMENT INCLUSION

15.01 Government Agreements. This Agreement shall be subordinate to the provisions of any existing or future agreements between AUTHORITY and the United States Government or other governmental authority, relative to the operation or maintenance of the Airport, the execution of which has been or will be required as a condition precedent to the granting of Federal or other governmental funds for the development of the Airport, to the extent that the provisions of any such existing or future agreements are generally required by the United States or other governmental authority of other civil airports receiving such funds. AUTHORITY agrees to provide AIRLINE written advance notice of any provisions which would adversely modify the material terms of this Agreement.

15.02 Federal Government’s Emergency Clause. All provisions of this Agreement shall be subordinate to the rights of the United States of America to operate the Airport or any part thereof during time of war or national emergency or force majeure. Such rights shall supersede any provisions of this Agreement inconsistent with the operations of the Airport by the United States of America.

15.03 Nondiscrimination.

A. AIRLINE for itself, its personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby agree as a covenant running with the land that (i) no person on the grounds of race, creed, color, national origin, sex, age or handicap shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of Airline Premises, (ii) in the construction of any improvements on, over, or under Airline Premises and the furnishing of services thereon, no person on the grounds of race, creed, color, national origin, sex, age or handicap shall be excluded from participation in, denied the benefits of or be otherwise subjected to discrimination, (iii) AIRLINE shall use the Airline Premises in compliance with all other requirements imposed by or pursuant to 14 C.F.R. 152, Title VI of the Civil Rights Act of 1964 and 49 C.F.R. Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as said Title and Regulations may be amended, and (iv) AIRLINE agrees to furnish service on a fair, equal and not unjustly discriminatory basis to all users thereof and to charge fair, reasonable, and not unjustly discriminatory prices for each unit or service, provided, that AIRLINE may be allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar types of price reductions to volume purchasers.

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B. AIRLINE acknowledges that the provisions of 49 C.F.R., Part 26, Disadvantaged Business Enterprises (DBE), as said regulations may be amended, and such other similar regulations may be enacted, may be applicable to the activities of AIRLINE under the terms of this Agreement, unless exempted by said regulations, and hereby agrees to comply with the FAA and the U.S. Department of Transportation, in reference thereto. These requirements may include, but not be limited to, compliance with DBE participation goals, the keeping of certain records’ of good faith compliance efforts, which would be subject to review by the various agencies, the submission of various reports and, if so directed, the contracting of specified percentages of goods and services contracts to DBE.

C. In the event of breach of any of the above nondiscrimination covenants, AUTHORITY shall have the right to terminate this Agreement after such action as the United States Government may direct to enforce this covenant has been followed and completed, including exercise or expiration of appeal rights.

15.04 Security.

A. TSA Program. In accordance with regulations issued by the U.S. Department of Transportation, Transportation Security Administration (“TSA”) and found at 49 C.F.R Part 1542, airports are required to have TSA approved security programs. These programs are designed to control access to certain areas of airports and to control the movement of people and vehicles within these areas.

1. The AUTHORITY has a TSA approved security program for the Airport. Because of the location of the Airport Premises within the Airport and the activities to take place thereon, AIRLINE is required at all times during the Term, to have in place and operational a security program for its operations at the Airline Premises. At all times during the Term, AIRLINE’s security program must be in compliance with 49 C.F.R Part 1542 and all other applicable laws and regulations from time to time enacted or promulgated, must be consistent and compatible in all respects with the AUTHORITY’s overall security program for the Airport, and must be acceptable to the AUTHORITY and TSA, in their sole discretion.

2. AIRLINE, shall be responsible for any breach of security on the Airline Premises which occurs as a result of the negligence and/or willful misconduct of AIRLINE, its agents, directors, officers, owners, employees, members, contractors, subcontractors, subtenants, airlines or invitees and AIRLINE further agrees to indemnify, hold harmless and defend the AUTHORITY and Firm, its successors and assigns, from and against any and all damages, penalties, fines, claims and costs resulting directly or indirectly from the breach of AIRLINE’s responsibilities, covenants and agreements as set forth herein

3. In connection with its operations, AIRLINE may receive, gain access to or otherwise obtain certain knowledge and information related to AUTHORITY’s overall Airport security program. AIRLINE acknowledges that all such knowledge and information is of a highly confidential nature. AIRLINE covenants and agrees that no person, whether an officer or employee of AIRLINE or a third party, shall be permitted or gain access to such knowledge and

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information unless such person has been approved by AUTHORITY in advance in writing, which approval may be granted or withheld by AUTHORITY in its sole discretion. AIRLINE further agrees to indemnify, hold harmless and defend AUTHORITY and other users of the Airport from and against any and all claims, costs, expenses, damages and liabilities, including but not limited to all attorneys’ fees and costs, resulting directly or indirectly from a breach of AIRLINE’s covenants and agreements as set forth herein.

15.05 Storm water Regulations.

A. Acknowledgments. Notwithstanding any other provisions or terms of this Agreement:

1. AIRLINE acknowledges that the AUTHORITY is subject to 40 C.F.R. Part 122, federal storm water regulations, for vehicle maintenance shops (including vehicle rehabilitation, mechanical repairs, painting, fueling and lubrication), aircraft, equipment cleaning operations and, as applicable, state stormwater regulations found at N.J.A.C. 7:14A-1 et seq.. AIRLINE further acknowledges that it is familiar with these stormwater regulations; that it conducts or operates vehicle maintenance, equipment cleaning operations and/or deicing activities as defined in the federal and state stormwater regulations; and that it is aware that there are significant penalties for submitting false information, including fines and imprisonment for knowing violations. .

2. AIRLINE acknowledges that it will take steps necessary and as required by the AUTHORITY and by the applicable regulations for the Airport, for the NJDEP permit for discharge to surface water, including the Premises occupied and operated by AIRLINE. AIRLINE acknowledges that the stormwater discharge permit issued to the AUTHORITY may name AIRLINE as a co-permittee.

3. AUTHORITY and AIRLINE both acknowledge that close cooperation is necessary to ensure compliance with any storm water discharge permit terms and conditions, as well as to ensure safety and to minimize costs. AIRLINE acknowledges and agrees that it will undertake all necessary actions to minimize the exposure of stormwater (and snow melt) to” significant materials,” generated, stored, handled or otherwise used by AIRLINE, by implementing and maintaining “Best Management Practices”. These terms are defined in the federal stormwater regulations as follows: (a) “significant materials” include, but are not limited to: raw materials; fuels, (including, but not limited to petroleum 2. f1d petroleum distillates), materials such as solvent, detergents and plastic pellets; finished materials such as metallic products; raw materials used in food processing or production; hazardous substances designated under Section 101(14) of CERCLA; any chemical the facility is required to report pursuant to Section 313 of title III of SARA.; fertilizers; pesticides; deicing fluids; waste products such as ashes, slag and sludge that have a potential to be released with Stormwater discharges (see 40 C.F.R. 122.26(b)(12)); and (b) “Best Management Practices” (BMP) describes practices employed to prevent or reduce source water pollution, such as the construction of runoff-retention basins and replanting eroding surfaces including all of the above as amended

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B. Permit Compliance. The AUTHORITY will provide AIRLINE with written notice of those stormwater discharge permit requirements that AIRLINE will be obligated to perform including, but not limited to: certification of non-stormwater discharges; collection of stormwater samples; preparation of stormwater pollution prevention or similar plans; implementation of good housekeeping measures and BMP; and maintenance of necessary records. Such written notice shall include applicable deadlines. Within seven (7) days of AIRLINES receipt of such written notice, AIRLINE shall notify the AUTHORITY in writing of its dispute of any of the stormwater discharge permit requirements it has been directed to undertake and the reasoning and justification as a basis for such dispute. AIRLINE’s failure to provide such timely notice will be deemed an assent by AIRLINE to undertake performance as required. If AIRLINE provides the AUTHORITY with timely written notice of its dispute and justification therefore, AUTHORITY agrees to reconsider applicability of disputed provisions and AIRLINE agrees to abide by AUTHORITY’s decision as reconsidered, AIRLINE warrants that it will not object to written notice from the AUTHORITY for purposes of delay or avoiding compliance. AIRLINE agrees to undertake, at its sole expense those stormwater discharge permit requirements for which it has received written notice of responsibility from the AUTHORITY. AIRLINE warrants that it shall meet any and all deadlines that may be imposed on or agreed to by the AUTHORITY and AIRLINE. AIRLINE acknowledges that time is of the essence. AUTHORITY agrees to provide AIRLINE, at its request, with any non-privileged information collected and submitted to any governmental entity or entities pursuant to applicable stormwater regulations. AIRLINE agrees that the terms and conditions of the AUTHORITY’s storm water discharge permit may change from time to time and hereby appoints the AUTHORITY as its agent to represent its interests concerning permit modifications by the governmental agencies involved. The AUTHORITY will give AIRLINE written notice of any breach of the AUTHORITY’s stormwater discharge permit or the provisions of this Article and AIRLINE agrees to immediately undertake and diligently pursue the cure of such, breach. If AIRLINE fails to cure any breach, or if such breach is material and of a continuing nature, the AUTHORITY may seek any and all remedies provided herein or otherwise provided by law to terminate the Agreement and repossess the Premises.

C. Indemnification. Notwithstanding any other provision of this Agreement, AIRLINE agrees to indemnify and hold harmless the AUTHORITY, the Firm and other tenants of AUTHORITY from and against any and all claims, demands, costs, fees (including attorneys and other fees and cost), fines, penalties, charges and demands by and liability directly or indirectly ensuing from Lessee’s actions or omissions, including failure to comply with Lessee’s obligations under this Article, the applicable storm water regulations and storm water discharge permit, unless the result of AUTHORITY’s sole negligence. This indemnification shall survive any termination, cancellation or non-renewal of this Agreement.

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ARTICLE 16

SUBORDINATION

16.01 This Agreement shall be subject and subordinate at all times to the lien of any mortgages and/or ground leases and/or other encumbrances now or hereafter placed on the Exclusive Use Space or Joint Use Space without the necessity of any further instrument or act on the part of the AIRLINE to effectuate such subordination, but the AIRLINE covenants and agrees to execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Agreement to the lien of any such mortgage or mortgages and/or ground lease and/or other encumbrances as shall be desired by any mortgagee or proposed mortgagee or by any person. AIRLINE hereby appoints AUTHORITY attorney-in-fact of AIRLINE irrevocably to execute and deliver any such instrument for an in the name of AIRLINE. Notwithstanding the foregoing, the party secured by any such mortgage, ground lease or encumbrance (the “Secured Party”) shall have the right and duty to recognize this Agreement and, in the event of any foreclosure sale or other possession by a Secured Party, this Agreement shall continue in full force and effect at the option of the Secured Party, and AIRLINE shall execute, acknowledge and deliver any instrument that has for its purpose and effect a subordination to the lien of this Agreement.

16.02 Rights of Mortgagee. In the event of any act or omission of AUTHORITY which would give AIRLINE the right, immediately or after lapse of a period of time, to cancel or otherwise terminate this Agreement, or to claim a partial or total eviction, AIRLINE shall not exercise such right until (a) it has given written notice of such act or omission to the holder of each such mortgage or ground lease whose name and address shall previously have been furnished to AIRLINE in writing; and (b) until a reasonable period being not less than ninety (90) days for remedying such act or omission shall have elapsed following the giving of such notice.

ARTICLE 17

LIEN

17.01 To secure all of its obligations under the Agreement, AIRLINE hereby grants AUTHORITY a security interest in the personal property and all fixtures located at the Exclusive Use Premises and Joint Use Premises necessary, useful or desirable in connection with the operation of AIRLINE’S Air Transportation Business, including, without limitation, al furniture, fixtures, equipment, machinery, furnishings, inventory, goods, appliances and other property of every kind and nature whatsoever and agrees to execute all documents including UCC documents necessary to perfect same and consents to the Authority’s recording with the applicable county clerk of the security instrument..

ARTICLE 18

ESTOPPEL CERTIFICATES

18.01 AIRLINE shall, from time to time, upon written request of AUTHORITY, execute, acknowledge and deliver to AUTHORITY or its designee a written statement stating the date this Agreement was executed and the date it expires; the date AIRLINE entered into occupancy of the Exclusive Use Space and Joint Use Space; the amount of minimum Fees and the date to which such Fees have been paid; and certifying that this Agreement, at that time, is in full force and effect

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and has not been assigned, modified, supplemented or amended in any way; that this Agreement represents the entire agreement between the parties; that all conditions under this Agreement to be performed by the AUTHORITY have been satisfied; that on the specified date there are no existing defenses or offsets with the AIRLINE has against the enforcement of this Agreement by AUTHORITY; that no Fees have been paid in advance (or specifying any Fees that have been paid in advance); and any other requested matter affecting this Agreement and any statements by AIRLINE affecting the correctness of the requested statements. It is intended that any such statement delivered pursuant to this Article may be relied upon by a prospective purchaser of AUTHORITY’S interest or a mortgagee of AUTHORITY’S interest or assignee of any mortgage upon AUTHORITY’S interest in the Exclusive Use Premises and Joint Use Premises.

ARTICLE 19

GENERAL PROVISIONS

19.01 Non waiver. No waiver of default by either Party of any of the terms, covenants, or conditions of this Agreement to be performed, kept, and observed by the other Party shall be construed to be or act as a waiver of any subsequent default of any of the terms, covenants, and conditions to be performed, kept, and observed by the other Party and shall not be deemed a waiver of any right on the part of the other Party to terminate this Agreement as provided herein.

19.02 Rights Non-Exclusive. Notwithstanding anything herein contained that may be or appear to the contrary, the rights, privileges, and licenses granted under this Agreement, except in Exclusive Use Premises, are “nonexclusive” and AUTHORITY reserves the right to grant similar privileges to others.

19.03 Quiet Enjoyment.

A. AUTHORITY agrees that, so long as AIRLINE’s payment of rentals, fees, and charges is timely and AIRLINE keeps all covenants and agreements contained herein, AIRLINE shall peaceably have and enjoy its Airline Premises and all rights, privileges, and licenses of the Airport, its appurtenances and facilities granted herein, subject to the terms and conditions herein contained.

B. Consistent with the nature of AIRLINE’s business, AIRLINE agrees that occupancy of the Airline Premises will be lawful and quiet and that it will not knowingly use or permit the use of Airline Premises in any way that would violate the terms of this Agreement, create a nuisance, or disturb other tenants or the general public. AIRLINE shall be responsible for the activity of its officers, employees, agents, and others under its control with respect to this provision.

C. The Parties expressly agree that smoking is prohibited in all Exclusive Use Premises on the Airline Premises. Smoking is only permitted in designated smoking areas on the Airline Premises, if any are so designated.

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19.04 Performance. The Parties expressly agree that time is of the essence in this Agreement. Failure by a party to complete performance within the time specified, or within a reasonable time if no time is specified herein, shall relieve the other Party, without liability, of any obligation to accept such performance.

19.05 Aviation Rights. AUTHORITY reserves unto itself, its successors, and assigns for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the Airport including Airline Premises, for navigation or flight in the said airspace for landing on, taking off from, or operating at the Airport.

19.06 Rules and Regulations.

A. AIRLINE, its officers, employees, agents, and others under its control shall observe and obey all laws, regulations, and orders of the federal, state, county, and municipal governments which may be applicable to AIRLINE’s operations at the Airport.

B. AUTHORITY may from time to time adopt, amend, or revise reasonable and nondiscriminatory rules and regulations for the conduct of operations at the Airport, for reasons of safety, health, preservation of the property, or for the maintenance of the good and orderly appearance of the Airport. AIRLINE, its officers, employees, agents, and others under its control shall faithfully comply with and observe such rules and regulations, except as they may conflict with regulations of another governmental authority having appropriate jurisdiction. AUTHORITY shall notify AIRLINE in advance of any amendments or supplements to such rules and regulations that would adversely materially alter the terms of this Agreement.

C. AIRLINE shall be strictly liable and responsible for obtaining, maintaining current, and fully complying with, any and all permits, licenses, and other governmental authorizations, however designated, as may be required at any time throughout the entire Term of this Agreement by any federal, state, or local governmental entity or any court of law having jurisdiction over AIRLINE or AIRLINE’S operations and activities.

19.07 Inspection. AUTHORITY and its authorized officers, employees, contractors, subcontractors, and other representatives shall have the right to enter upon any of the Airline Premises for the following purposes:

A. To inspect such premises at reasonable intervals during regular business hours (or at any time in case of emergency) to determine whether the AIRLINE has complied and is complying with the terms and conditions of this Agreement with respect to such premises.

B. To perform maintenance and make repairs and replacements in any case where the AIRLINE is obligated so to do and has failed after reasonable written notice so to do, in which event the AIRLINE shall reimburse the AUTHORITY for the reasonable cost thereof promptly upon demand.

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C. To perform maintenance and make repairs and replacements in any case where the AIRLINE is obligated so to do; and in any other case where the AUTHORITY, in its reasonable judgment, determines that it is necessary or desirable so to do in order to preserve the structural safety of such premises or the building in which they are located or to correct any condition likely to cause injuries or damages to persons or property.

D. In the exercise of the AUTHORITY’s police power. No such entry by or on behalf of the AUTHORITY upon any premises leased to the AIRLINE shall cause or constitute a termination of the letting thereof or be deemed to constitute an interference with the possession thereof by the AIRLINE.

19.08 No Individual Liability. No member, officer, agent, director, or employee of AUTHORITY shall be charged personally or held contractually liable by or to the other Party under the terms or provisions of this Agreement or because of any breach thereof or because of its or their execution or attempted execution.

19.09 Relationship of Parties. Nothing contained herein shall be deemed or construed by the Parties hereto, or by any third party, as creating the relationship of principal and agent, partners, joint ventures, or any other similar such relationship between the Parties hereto. It is understood and agreed that neither the method of computation of rentals, fees, and charges, nor any other provisions contained herein, nor any acts of the Parties hereto, creates a relationship other than the relationship of landlord and tenant.

19.10 Capacity to Execute. The individuals executing this Agreement personally warrant that they have full authority to execute this Agreement on behalf of the entity for whom they are acting herein.

19.11 Successors and Assigns Bound. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties hereto.

19.12 Incorporation of Exhibits. All exhibits and attachments referred to in this Agreement are intended to be and are hereby specifically made a part of this Agreement.

19.13 Title. Section titles are inserted only as a matter of convenience and for reference, and in no way define, limit, or describe the scope or extent of any provision of this Agreement.

19.14 Severability. In the event that any covenant, condition, or provision of this Agreement is held to be invalid by any court of competent jurisdiction, the invalidity of such covenant, condition, or provision shall not materially prejudice either AUTHORITY or AIRLINE in their respective rights and obligations contained in the valid covenants, conditions, or provisions of this Agreement. .

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19.15 Amendments. This Agreement constitutes the entire agreement between the Parties. Except as provided in Sections 4.01 and 7.02, no amendment, modification or alteration of the terms of this Agreement shall be binding unless the same be in writing, dated subsequent to the date hereof, and duly executed by the Parties hereto.

19.16 Non-Exclusive Rights. It is understood and agreed that nothing contained herein shall be construed to grant or authorize the granting of an exclusive right within the meaning of Section 308(a) of the Federal Aviation Act of 1958.

19.17 Other Agreements. Unless expressly set forth herein, nothing contained in this Agreement shall be deemed or construed to nullify, restrict, or modify in any manner the provisions of any other lease, contract or agreement of which the AUTHORITY is a party.

19.18 Approvals.

A. Unless otherwise stated, whenever this Agreement requires approval by AUTHORITY, such approval shall be evidenced by the written approval of the Executive Director or by resolution of the Board if applicable

B. Any approval required by either Party to this Agreement shall not be unreasonably withheld or delayed.

19.19 Notice.

A. All notices, requests, consents, and approvals served or given under this Agreement shall be served or given in writing by certified or registered mail. If intended for AUTHORITY, notices shall be delivered to:

SOUTH JERSEY TRANSPORTATION AUTHORITY

Farley Service Plaza

P.O. Box 351

Hammonton, NJ 08037

ATTN: Airport Director

or to such other address as may be designated by AUTHORITY by written notice to AIRLINE.

B. Notices to AIRLINE shall be delivered to:

GLOBAL CROSSING AIRLINES

Building 5A, 4200 NW 36^th Street

Miami Int’l Airport, Miami, FL 33166

ATTN; Ryan Goepel, EVP & CFO

or to such other address as may be designated by AIRLINE by written notice to AUTHORITY.

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19.20 Agent For Service. It is expressly understood and agreed that if AIRLINE is not a resident of the State of New Jersey, or is an association or partnership without a member or partner resident of said state, or is a foreign corporation not licensed to do business in New Jersey, then in any such event, AIRLINE shall appoint an agent for the purpose of service of process in any court action between it and AUTHORITY arising out of or based upon this Agreement. AIRLINE shall immediately, within ten (10) days of execution of this Agreement, notify AUTHORITY, in writing, of the name and address of said agent. Such service shall be made as provided by the laws of the State of New Jersey for service upon a non-resident engaging in business in the State. It is further expressly agreed, covenanted, and stipulated that, if for any reason, such service of process is not possible, as an alternative method of service of process, AIRLINE may be personally served out of the State of New Jersey by the registered mailing of such service at the address set forth in Section 19.19.

19.21 Governing Law. The AUTHORITY and AIRLINE agree that this Agreement is made and to be performed in the State of New Jersey and that the validity, interpretation, performance and enforcement of all duties, obligations, liabilities and terms of the Agreement shall be governed by and decided in accordance with the laws of the State of New Jersey without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New Jersey or any other jurisdiction. The Parties agree to submit to the jurisdiction of the Superior Court, State of New Jersey, within the County of Atlantic, or the United States District Court of New Jersey, Third Circuit, for the resolution of any dispute or controversy arising out of this Agreement.

19.22 Force Majeure. Except as herein provided, neither AUTHORITY nor AIRLINE shall be deemed to be in default hereunder if either Party is prevented from performing any of the obligations, other than the payment of rentals, fees, and charges hereunder, by reason of strikes, boycotts, labor disputes, embargoes, shortages of energy or materials, acts of God, acts of the public enemy, unusually severe weather conditions, riots, rebellion, or sabotage, public health emergencies, pandemics or any other similarly extreme circumstances for which it is not responsible, or which are not within its control.

19.23 Covenant Not to Grant More Favorable Terms. AUTHORITY covenants and agrees not to enter into any contract or agreement with any other certificated air transport operator containing more favorable terms than this agreement or to grant to any other certificated air transport operator any rights, privileges, or concessions which are not accorded to AIRLINE hereunder, unless the same terms, rights, privileges, and concessions are concurrently made available to AIRLINE.

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19.24 Entire Agreement. It is understood and agreed that this instrument contains the entire agreement between the Parties hereto. It is further understood and agreed by AIRLINE that AUTHORITY and AUTHORITY’s agents have made no representations or promises with respect to this Agreement or the making or entry into this Agreement, except as in this Agreement expressly set forth and that no claim or liability or cause for termination shall be asserted by AIRLINE against AUTHORITY for, and AUTHORITY shall not be liable by reason of, the breach of any representations or promises not expressly stated to this Agreement. Any other written or parole agreement with AUTHORITY is expressly waived by AIRLINE unless said agreement is listed on Exhibit “L”.

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IN WITNESS WHEREOF, the Parties hereto have caused these presents to be executed on the day and year first above written.

WITNESS & ATTEST	SOUTH JERSEY TRANSPORTATION AUTHORITY
Cyntnia Beasberg	By:	/s/ [ILLEGIBLE]
Board Secretary		Executive Director
Date Signed: 7/13/20
	GLOBAL CROSSING AIRLINES
	By:	/s/ Ed Wegel
		Name: Ed Wegel
		Title: Founder/CEO

Date Signed: 6/18/2020

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Exhibit A

Atlantic City International Airport

ATLANTIC CITY INTERNATIONAL AIRPORT

AIRLINE AGREEMENT

EXHIBIT B

/s/ [ILLEGIBLE]	/s/ Ed Wegel
South Jersey Transportation Authority	Airline
7/1/2020	6/18/2020
Date	Date

ATLANTIC CITY INTERNATIONAL AIRPORT

AIRLINE AGREEMENT

EXHIBIT C

TERMINAL EQUIPMENT LIST

Baggage Belts (Inbound and Outbound)

Baggage Information Display System

Elevators/Escalators

Fire Alarm & Suppression Systems

Flight Information Display System

Flight Status Towers

HVAC

Public Address System

Security System (Camera, Access Control, Gates)

Telephone System

Visual Paging System

400 Hz Ground Power Units

/s/ [ILLEGIBLE]	/s/ Ed Wegel
South Jersey Transportation Authority	Airline

7/1/2020	6/18/2020
Date	Date

ATLANTIC CITY INTERNATIONAL AIRPORT

AIRLINE INFORMATION

EXHIBIT E

Ticket Counter

Offices

Baggage Claim Area

Baggage Make-up Area

Airline Hallways

Ramp Service Area

Concourse 2nd Level

Structural

Foundation/Floors

A

A

A

A

A

A

A

Exterior Walls

A

A

A

A

A

A

A

Interior Partitlons/Doors Windows

L

L

A

A

L

A

A

Roof & Canopy

A

A

A

A

A

A

A

Exterior Doors/Windows

A

A

A

A

A

A

A

HVAC

A

A

A

A

A

N/A

A

Electrical

System Maintenance

A

A

A

A

A

A

A

Bulb/Tube/Ballast Replacement

A

L

A

A

L

A

A

Fixture Replacement

A

L

A

A

L

A

A

Plumbing

*Water Supply

N/A

N/A

A

A

N/A

A

A

*Sanitary Sewer

N/A

N/A

A

A

N/A

A

A

Storm Sewer

N/A

N/A

A

A

N/A

A

A

Fixture Maintenance

N/A

N/A

A

A

N/A

A

A

Painting & Decorating

Exterior

A

A

A

A

A

N/A

A

Interior Walls & Ceilings

L

L

A

A

L

N/A

A

Floor Coverings

L

L

N/A

N/A

L

N/A

A

Directional Signs

N/A

N/A

A

N/A

N/A

N/A

A

Janitorial

Interior Cleaning

L

L

A

L

L

A

A

Interior Window Washing

N/A

L

N/A

N/A

N/A

N/A

A

Exterior Window Washing

N/A

L

N/A

N/A

N/A

N/A

A

Trash to Compactor

L

L

A

L

L

L

A

Recyclables to Receptacles

L

L

A

L

L

L

A

Exterior Cleaning

A

A

A

A

A

A

A

Pavement

Cleaning/Sweeping

N/A

N/A

A

A

N/A

A

N/A

Grease/Oil Removal

N/A

N/A

A

A

N/A

L

N/A

Maintenance/Repair

N/A

N/A

A

A

N/A

A

N/A

Striping

N/A

N/A

A

A

N/A

A

N/A

Equipment & Furniture

Loading Bridges

N/A

N/A

N/A

N/A

N/A

A

A

Baggage Conveyors

A

N/A

A

A

N/A

N/A

N/A

Tenant Equipment

L

L

L

L

L

L

L

Authority Equipment

A

A

A

A

A

A

A

Public Address

A

A

A

A

A

A

A

Authority Telephone Equipment

A

A

A

A

A

A

A

Flight Information Display System

A

N/A

A

N/A

N/A

N/A

A

* Lessee shall be responsible for water supply & sanitary sewer for special equipment such as ice machines, etc.

	L = Lessee A = Authority N/A = Not Applicable

EXHIBIT F

South Jersey Transportation Authority

Atlantic City International Airport

Airline Rates & Charges

Effective-1/1/2020

	Signatory		Non-Signatory
Terminal Building Rent	$	28.59	$	32.15	per square foot
Landing Fee	$	1,55	$	1,88	per 1,000 lbs. MGLW
Landing Fee—Diversions	$	1.55	$	2,35	per 1,000 lbs..MGLW
Ramp Fee	$	1,56		Not Applicable	per 1,000 lbs. MGLW
Terminal Use Fee		Not Applicable		Per Exhibit B
Aircraft Parking Fee		Per Exhibit Fl		Per Exhibit F2
Loading Bridge Fee (LBF for Signatory Included In Ramp Fee)			$	15.00	per turn,

Security Fee
2020	$	0.25	$0.31 per enplaned passenger
2021	$	0.50	$0.63. per enplaned passenger
2022	$	0.75	$0.94 per enplaned passenger
2023	$	1.00	$1.25 per enplaned passenger
Unimproved Land Rent	$	10.00	$10.00 per square foot
Passenger Facility Charge	$	4.50	$4.50 per enplaned passenger

Discount Programs for Scheduled Service

Scheduled Service-Ramp Fee Discount
0-70 Arrivals. per week	0% discount
71-77 Arrivals per week	26% discount
78-84 Arrivals per week	50% discount
86-91 Arrivals per week	75% discount
92+- Arrivals per week	100% discount

Fuel Flowage Fee Discount
1-250,000 Gallons purchased	$0.03 per gallon
250,001-500,000 Gallons purchased	$0.025 per gallon
500,001-750,000 Gallons purchased	$0.020 per gallon
750,000 + Gallons purchased	$0.15 per gallon

Other Fees
Federal Inspection Services	per schedule
Utilities	proportionate share

Definitions

Signatory Airline - A certified scheduled service airline utitillzing aircraft with a seating capacity of 31 seats or more that has signed a lease (or permit) for a minimum rental of 500 square feel for a least one (1) year end has at least one daily departure and/or guarantees 217 available seals per week for the duration of the service agreed upon while maintaining minimum service levels agreed upon during the term of its agreement (tne “Signatory Airline Requirements”).,

Landing - any landing at me Airport by an aircraft, out does not include a landing by an aircraft that returns to the airport because of weather, mechanical, operational, or other emergency or precautionary reasons.

Resolutions: 2002-38, 2002-59, 2004-84, 2009-136, 2010-81

ATLANTIC CITY INTERNATIONAL AIRPORT

AIRLINE AGREEMENT

EXHIBIT G

INSURANCE

The Lessee in its own name as insured and, at its sole cost and expense, shall secure, and maintain in continuous effect during the term of this Lease insurance policies issued by an insurance carrier licensed to do business in the State of New Jersey or companies otherwise approved by the Authority providing for:

1. Worker’s Compensation—Statutory, State of New Jersey

2. Comprehensive General Liability including passenger liability with a minimum single limit of $100,000,000 per occurrence for bodily injury and property damage not less than $25,000,000 with respects to personal injury to non-passengers with the following coverage:

(a) Broad form contractual liability

(b) Premises and operations

(c) Independent contractors

(d) Broad form property damage

(e) Personal injury

3. Comprehensive Automobile Liability with a minimum single limit of $1,000,000 per occurrence for bodily injury and property damage with coverage in the following areas:

(a) Owned vehicles

(b) Non-owned vehicles

(c) Hired vehicles

(d) Any auto

4. Comprehensive Aircraft Liability Insurance, with a minimum single limit of $100,000,000 per occurrence for bodily injury and property damage.

The Lessee shall provide AUTHORITY with the Policies or Certificates indicating proof of the forgoing insurance coverage. Such certificates shall provide that the carrier issuing the certificate shall notify the AUTHORITY thirty (30) days in advance of any cancellation or adverse material change in terms or coverage of such insurance policies. Any such notice shall be in writing and shall be served by certified mail, return receipt requested to the Airport Director. Atlantic City International Airport, Suite 106, Egg Harbor Township, NJ 08234-9590. The failure of the Lessee to obtain or maintain such insurance coverage will not relieve the Lessee from any liability arising from this Lease nor shall any such liability be limited to the liability insurance coverage provide for herein.

South Jersey Transportation Authority 

EXHIBIT H

ATLANTIC CITY INTERNATIONAL AIRPORT

WEEKLY PASSENGER & FLIGHT STATISTICS

Airline: Official Airline Code:

Statistics for the period beginning:

Friday,		and ending Thursday,
	(Date)		(Date)

Passenger and Flight Information:

INBOUND
CITY (3 letter airport code)	PAX	# FLIGHTS
OUTBOUND
CITY (3 letter airport code)	PAX	# FLIGHTS
Airline.	South Jersey Transportation Authority

Please fax or return to Airport Operations by 3:00 p.m. on Friday of each week.

Fax: 609-641-3635

EXHIBIT I

ATLANTIC CITY INTERNATIONAL AIRPORT

MONTHLY PASSENGER & FLIGHT STATISTICS

Airline:	Official Airline Code:
Statistics for the month/year:

Passenger and Flight Information:

	INBOUND
	CITY (3 letter airport code)	PAX	# FLIGHTS
	OUTBOUND
	CITY (3 letter airport code)	PAX	# FLIGHTS
Cargo Information:
	Mail
	Freight/Express
	Total Cargo *lndicate weight base, i.e. US tons or metric tons)
	Airline	South Jersey Transportation Authority

Please fax or return to Airport Operations by 3:00 p.m. on Friday of each week.

Fax: 609-645-2890

EXHIBIT J

ATLANTIC CITY INTERNATIONAL AIRPORT

AIRLINE AGREEMENT

DESCRIPTION OF CALCULATION FOR UTILITIES

All utilities expense incurred by SJTA will be allocated for reimbursement from tenants as indicated below.

Electricity

Any exclusive use area metered separately will be billed for their consumption as identified on the appropriate meter.

Other exclusive use areas will be billed at the same rate of consumption as the aforementioned metered area, prorated for the amount of square footage.

Any exclusively owned equipment using electric not directly metered, or connected to the lessee’s exclusive use space, will be billed at a rate identified by manufacturer’s specifications. This includes but is not limited to the following equipment:

ice machines, battery chargers, office equipment.

Gas, Pest Control, Alarm Services

The resultant shall be the percentage that the square feet of Lessee’s exclusive occupancy bears to the total available square feet of exclusive use space in the building, plus the direct cost to South Jersey Transportation Authority for maintaining the exclusive space of the Lessee for these services,

Trash Removal and Recycling

The total expense shall be divided 70% to the Airside users allocated by enplanements and 30% to all tenants allocated by the square feet of Lessee’s exclusive occupancy bears to the total available square feet of exclusive use space in the building.

Sewage and Water

The total expenses shall be divided 70% to the Airside users allocated by enplanements and 30% to all tenants allocated by the square feet of Lessee’s exclusive occupancy bears to the total available square feet of exclusive use space in the building.

Telephone

Tenant completes a Consolidated Service Order Form that lists available services Tenant selects services and enters into a Shared Tenant Services Agreement. Monthly billing is based on services selected. Initial installation fees apply.

/s/ Stephen R. Gughay	/s/ Ed Wegel
South Jersey Transportation Authority	Airline
7/1/2020	6/18/2020
Date	Date

EXHIBIT K

ATLANTIC CITY INTERNATIONAL AIRPORT

AIRLINE AGREEMENT

CAPITAL INVESTMENT SCHEDULE

To be provided by Airline (See Section 9.02(B) for content).

South Jersey Transportation Authority	Airline
/s/ [ILLEGIBLE]	/s/ Ed Wegel
Initial	Initial
7/1/2020	6/18/2020
Date	Date

EXHIBIT L

ATLANTIC CITY INTERNATIONAL AIRPORT

AIRLINE AGREEMENT

All Other Agreements

The following independent agreements shall continue in full force and effect:

South Jersey Transportation Authority
		7/1/2020
	Initial	Date

Airline
		6/18/2020
	Initial	Date

/s/ Ed Wegel

EX-10.9

Exhibit 10.9

LEASE AGREEMENT

THIS LEASE AGREEMENT (“Lease”) dated as of august 10, 2020. (the “Effective Date”), is being entered into by the SOUTH JERSEY TRANSPORTATION AUTHORITY, (“SJTA”), and Global Crossing Airline (“Global”), (collectively “Parties”).

WITNESSETH:

WHEREAS, SJTA was established and created pursuant to the South Jersey Transportation Act, N.J.S.A. 27:25-1 et. seq. (the “Act”); and

WHEREAS, pursuant to Section 24 of the Act SJTA has become the successor of the New Jersey Expressway Authority and has become the owner and operator of the Atlantic City International Airport, (the “Airport”), pursuant to N.J S.A. 27:25 A24; and

WHEREAS, the Airport includes real property owned by SJTA that is identified as developable property in the Federal Aviation Administration (“FAA”) approved Master Plan; and

WHEREAS, pursuant to Section 7(n) of the Act, SJTA has the power to grant by franchise, lease or otherwise, the use of any project, facility or property owned and controlled by SJTA to any person for the consideration and for the period or periods of time and upon terms and conditions as are agreed upon, including but not limited to, the condition that the Global may construct or provide any buildings or structures for the project facility or property or portions thereof; and

WHEREAS, Global is a C corporation with its principal place of business located at Building 5A, 4200 NW 36^th Street, Miami International Airport, Miami Florida, 33166; and

WHEREAS, Global proposes the development of a new hangar and associated support facilities on property owned by SJTA at the Airport that is a developable project.; and

WHEREAS, by Resolution 2020-91, the SJTA Board of Commissioners approved the proposed project and authorized SJTA to negotiate and enter into a lease for the project; and

WHEREAS, the Parties wish to execute this Lease in order to set forth the rights, duties and obligations of the Parties to each other for the project.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

SECTION 1 – DEFINITIONS

1.01. Singular terms in this Lease shall include the plural and plural terms shall include the singular.

1.02. The terms “herein,” “hereof and “hereunder,” and other words of similar import in the Lease, refer to this Lease as a whole and not to any particular section or other subdivision.

1.03. The term “person” in this Lease shall include any individual, corporation, partnership, joint venture, association, trust, incorporated organization in any government, or any agency or political subdivision hereof.

1.04. The following terms set forth in this Lease shall have the meanings set forth below:

(a) “Act” – shall mean the South Jersey Transportation Act, N.J.S.A. 27:25-1 et. seq.

(b) “Airport” – shall mean the Atlantic City International Airport which is located in Egg Harbor, Hamilton and Galloway Townships in Atlantic County, New Jersey.

(c) “Airport Minimum Standards” shall mean the minimum standards for commercial aeronautical activity at the Airport approved by Resolution 2010-73 and as maybe amended by SJTA from time to time.

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(d) “Airport Security Plan” – shall mean the Transportation Security Administration approved the Airport Security Plan for the Airport in accordance with Title 49 Part 1542.

(e) “SJTA” – shall mean the South Jersey Transportation Authority, a body corporate and politic, created pursuant to N.J.S.A. 27:25A-1 et seq.

(f) “Global” – shall mean Global Crossing Airline.

(g) “Effective Date” – shall mean the date set forth in the first paragraph of this Lease.

(h) “Escrow Funds” – shall be as stated in Section 7.07 herein.

(i) “FAA” – shall mean the Federal Aviation Administration.

(j) “General Aviation Ramp” – shall mean the existing general aviation aircraft parking and maneuvering area adjacent to the general aviation hangars.

(k) “Improvements” – shall mean the hangar and related improvements to be constructed on the Leased Premises.

(1) “Lease” – shall mean this Lease dated as of              2020, between SJTA and Global, as may from time to time be supplemented, modified or amended.

(m) “Leased Premises” – shall mean the real property described in Exhibit A attached to this Lease and the Improvements constructed on such real property.

(n) “Parties” – shall mean SJTA and Global.

(o) “Project” – shall mean the project described in Section 2.01 of the Lease.

(p) “Rent Commencement Date” – is the date lease payments begin which shall be at the completion of the construction of the hanger or April 1, 2021 whichever occurs first.

3

(q) “The Firm” – shall mean TBI Airport Management, its successors and assigns which manage the operations of the Airport.

4

SECTION 2. DESCRIPTION OF THE PROJECT

2.01. The Project is the construction and operation of a permanent aircraft hangar and if space is available, employee parking to be located on the real property described in Exhibit A and incorporated herein. The Project is subject to an Atlantic City International Airport Airline-Airport Use and Lease Agreement incorporated herein by reference.

SECTION 3. LEASE

3.01 SJTA hereby leases the Leased Premises to Global, and Global hereby rents and accepts Leased Premises from SJTA upon and subject to the terms, conditions, covenants and provisions of this Lease.

3.02 The Leased Premises are leased “as is” in all respects, including, without limitation, physical condition, environmental condition and status with respect to Laws or governmental approvals. It is the explicit understanding of Global and SJTA that SJTA has not and does not direct or indirectly, whether through its principals, agents, employees, or any other person or entity, make any representation or warranty whatsoever, expressed or implied, with respect to the Leased Premises. Without limiting the provisions of the foregoing, it is specifically understood that no representations or warranties have been made with respect to the physical condition or the environmental condition of the Leased Premises, the status and/or existence of land use approvals or any other governmental approvals, or the potential for profitability or the development potential of the Leased Premises. SJTA expressly disclaims and negates any express or implied warranties. Global agrees to accept the Lease Premises “as is/where is” with all of its faults.

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SECTION 4. TERM

4.01 The initial lease term for the Leased Premises shall be thirty (30) years and shall commence on the Effective Date and shall end at 11:59 P.M on the date that is the day before the thirtieth (20th) anniversary of the Effective Date (“Lease Term”).

4.02 Provided that this Lease is not otherwise in default (at the time of the exercise of the option) Global shall have the option to renew the Lease for the Leased Premises for a single ten (10) year renewal term pursuant to the same terms and conditions as applicable to the initial term. For the ten (10) year renewal period, Global shall provide written notice to SJTA of not less than one (1) year, nor more than five (5) years prior to the expiration date of the initial term of its exercise of the renewal option. Once exercised, the exercise of the option for the renewal term shall be irrevocable. In the event Global does not provide written notice of the exercise of its option for the renewal term within the time period required by this section, Global shall be deemed to have waived its right to exercise its option for the renewal term. The lease term for the Leased Premises may be further extended by the mutual agreement of the Parties on such terms as are mutually agreed to by the Parties in a written fully executed agreement.

SECTION 5. GENERAL RIGHTS AND PRIVILEGES

5.01 Global shall enjoy the following general nonexclusive rights at the Airport, subject to the conditions provided in this Lease:

(a) The use, in common with other duly-authorized users, of the common areas (as the same now exist or may hereafter be extended) of the Airport, consisting of roadways, runways, taxiways, all aids of air navigation for the Airport and all public areas of the Airport.

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(b) The right of ingress to and egress from the Leased Premises over existing Airport roadways, including the use of the service road and common use roadways or other service roads hereafter existing sufficient in size and capacity for such purpose.

(c) The right to install and operate appropriate identifying signs on the Leased Premises provided that plans for the type, size, design, color, fabrication, location and operation of such signs shall have been submitted to and approved in writing by SJTA prior to installation, which approval shall not be unreasonably withheld or delayed.

(d) The non-exclusive right to use the General Aviation Ramp with other aeronautical users

5.02 The rights granted in this Section shall be subject to applicable law and the applicable rules and regulations of SJTA including but not limited to the Airport Security Plan and Airport Minimum Standards, all as may be amended from time to time.

SECTION 6. USE OF LEASED PREMISES

6.01 The Leased Premises shall only be used for the following purposes only and for no other purposes:

(a) The construction and operation of an airline maintenance hangar;

(b) The storage, maintenance, servicing and repair of aircraft, aircraft assemblies, aircraft accessories and aircraft radio and electronic equipment and any component parts thereof;

(c) The leasing and chartering of aircraft;

(d) The parking of automobiles and other vehicles operated by officers, employees, invitees and business visitors of Global;

(e) The parking of aircraft;

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(f) The sale of new and used aircraft;

(g) The sale of aircraft parts, navigation equipment and new and used radio and electronic equipment;

(h) The conduct of flight instruction in accordance with F.A.R. Part 61 and/or F.A.R. Part 91; and

(i) Business and operations offices in connection with purposes authorized hereunder.

(j) Incidental non-aeronautical uses which do not interfere with aeronautical uses if approved in advance which approval may be withheld in the sole discretion of SJTA.

6.02 The General Aviation Ramp may only be used by Global’s customers for aeronautical services.

SECTION 7. RENT, ESCROW AND SECURITY DEPOSIT

7.01 The Rent Commencement Date shall be upon completion of the construction of the hanger or April 1, 2021 whichever occurs first. Global shall pay annual rent for the Leased Premises commencing on the Rent Commencement Date. The annual rent for the Leased Premises for the first three years of the lease term shall be Twenty-Six Thousand, Two Hundred Fifty Dollars ($26,250.00) per year which is calculated as follows: 52,500 square feet of leased area x $.50 per square foot of leased area = annual rent. The annual rent shall be recalculated on the third (3^rd) anniversary of the Rent Commencement Date and every three (3) years thereafter (including the renewal term if the renewal option is exercised) by applying the following formula: annual rent from previous three (3) year period x the percentage that the CPI-U for the Philadelphia-Wilmington-Atlantic City area increased between the date that is thirty-seven (37) months prior to the start of the new three (3) year period and the date that is

8

one month prior to the start of the new three year period = annual rent for new three (3) year period. Notwithstanding the above if the CPI-U for the Philadelphia-Wilmington-Atlantic City area decreases during any applicable three (3) year period, the annual rent for the new three (3) year period shall be the same as the previous three (3) year period. It is the intent of the Parties that annual rent will only increase or stay the same for each three (3) year period and will never decrease.

7.02 The annual rent required by Section 7.01 shall be paid in equal monthly installments payable in advance on the first day of each calendar month during the Lease Term. Rent due for any partial month shall be pro-rated.

7.03 All rent payments shall be paid to the address below or such different address as noticed by SJTA during the term of the Lease:

SJTA

PO Box 781706

Philadelphia, PA 19178-1706

7.04 If any rent payment is not received by SJTA on or before tenth (10th) day of the calendar month, Global shall pay SJTA a service charge/late fee equal to five (5%) percent of the delinquent rent payment and shall pay per diem interest on the overdue rent payment at the then prevailing prime rate until the overdue payment is made.

7.05 The rent and additional payments payable hereunder by Global shall be paid without notice or demand, and without set-off, counterclaim, abatement, suspension, deduction or defense, deferment or diminution of any kind except as otherwise specifically provided herein.

7.06 Upon the execution of this Lease, Global shall pay a security deposit of Four Thousand, Three Hundred and Seventy- Five ($4,375.00) dollars. The security deposit shall be held by SJTA in a separate noninterest bearing account maintained by SJTA. The security deposit shall be returned to Global within thirty (30) days after the date that the Lease is terminated. The security deposit may be applied by SJTA to any damages or payments owed by Global to SJTA or under this Lease as of the time of Lease termination.

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7.07 Upon the execution of this Lease, Global shall pay fifteen thousand ($15,000) dollars into a non-interest bearing escrow account (“Escrow Funds”) held by the SJTA as security for the land. Upon completion of construction of the hanger, the Escrow Funds shall be credited towards the annual rent due. In the event the hanger is not completed or upon default of Global as stated in this Lease, the Escrow Funds shall be forfeited and become the property of the SJTA

7.08 Global shall pay to SJTA as additional rent any and all damages, costs, attorney’s fees and expenses which SJTA may suffer or incur by reason of any default of Global or failure by Global to comply with the terms and covenants of this Lease.

7.09 Notwithstanding any other provision of this Lease, in the event Global subleases all or part of the Leased Premises with the written consent of SJTA, Global shall remain liable for all rents, additional rents and terms and conditions of the Lease. An approved sublease by SJTA does not constitute a waiver of any of Global’s obligations in this Lease.

SECTION 8. CONSTRUCTION OF IMPROVEMENTS

8.01 Global agrees, at its sole cost and expense to design, finance and construct or cause to be constructed the Improvements on the Leased Premises. The construction of the improvements shall be performed in a good and workmanlike manner and in compliance with all applicable laws. Global shall use due diligence to complete the Improvements in a commercially reasonable amount of time.

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8.02 Global agrees, at its sole cost and expense, to design, finance, construct or cause to be constructed, both on and off the Leased Premises those improvements necessary for the construction and operation of the Improvements including, but not limited to, all roadways, utilities, facilities and site improvements. This obligation includes connecting all utilities to existing utilities, wherever located, and upgrading, or future repairs, replacements or relocation necessary thereto. All utility lines and facilities shall be underground unless otherwise stated. Global agrees, at its sole cost and expense, immediately after the installation of each utility, facility or site improvement, both on and/or off the Leased Premises, to restore the area to substantially its prior condition, including without limitation replacement of grass by sod or repaving.

8.03 No planning, construction or substantial change of any portion of the Improvements shall commence until the plans and specifications for the Improvements have been received and approved in writing by SJTA and all applicable governmental entities. Any substantial deviation from the approved plans and specifications in the course of constructing the Improvements, or the subsequent alteration or expansion of the Improvements or any portion thereof, shall require the prior written approval of SJTA.

8.04 SJTA’s approval of the plans and specifications for the Improvements shall not constitute any opinion or agreement by SJTA that the Improvements are structurally sufficient or that the plans and specifications are in compliance with applicable law and such approval shall not impose any present or future liability on SJTA.

8.05 Unless otherwise provided herein, the Improvements shall be constructed without cost or expense to SJTA in compliance with the requirements of all applicable laws regarding the construction, use or operation of the Improvements. Global, at its own cost and expense, shall apply for and prosecute with diligence all necessary permits, approvals and licenses required for the

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construction, use and operation of the Improvements including all land use approvals. Global shall be responsible for all costs to obtain required permits, approvals and licenses including, but not limited to, application fees, expert reports and appearances, applicable studies, surveys, drawings, exhibits, reports, summaries, test results, and attorney fees. SJTA, without cost or expense to SJTA shall cooperate with Global in obtaining all permits, approvals and authorizations necessary from time to time for the performance of any construction, alteration or other work required to be performed by or at the direction of Global under the Lease. Additionally, Global shall be solely responsible for all demolition and removal of the improvements presently located on the Leased Premises if any. All engineering costs and feasibility studies including but not limited to test borings, topography studies and traffic evaluations, shall be at Global’s expense.

8.06 The construction of the Improvements shall be deemed a prevailing wage project pursuant to the New Jersey Prevailing Wage Act and Global shall construct the Improvements in compliance with such Act. All contractors and subcontractors who perform work on the Improvements shall be fully insured, possess a New Jersey Business Registration Certificate and a current New Jersey Public Works Contactors Registration. Any work performed on the Improvements shall be paid in accordance with the current prevailing wage rates for the services to be rendered.

8.07 Global and its contractors and subcontractors shall indemnify and hold harmless SJTA and The Firm from all costs and expenses of the construction, use or operation of the Improvements and shall name the SJTA and The Firm as additional insureds on all insurance policies. The provisions of this Section 8.07 shall survive any termination of this Lease.

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8.08 Global, at all times shall keep the Leased Premises and Improvements free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Global. Global further agrees to bond against or discharge any mechanics’ or materialmen’s lien within thirty (30) days after the filing or recording of any such lien. Global shall reimburse SJTA for any and all costs and expenses including attorney fees and costs which may be incurred by SJTA by reason of the filing of any such liens and/or the removal of same, such reimbursement to be made within thirty (30) days after SJTA has given Global a statement setting forth the amount of such costs and expenses. The obligation of this Section 8.08 shall survive any termination of this Lease.

8.09 Prior to commencement of construction of the Improvements Global without cost to SJTA shall obtain from each general contractor who is retained to construct the Improvements a performance bond and a labor and material payment bond issued by a surety company licensed to do business in the State of New Jersey, guaranteeing the completion of the Improvements and payment of all costs therefor and incident thereto, which bond shall name SJTA as an additional obligee. Certificates or true copies of all bond or policies shall be delivered to SJTA prior to the commencement of any construction.

8.10 Within thirty (30) days following the completion of the Improvements, Global shall deliver to SJTA two (2) copies of an accurate “as-built” survey of the Leased Premises certified to SJTA by a duly New Jersey licensed engineer or surveyor, together with two (2) sets of “as-built” plans of the Improvements, including without limitation, architectural, mechanical, plumbing and electrical plans of the Improvements.

8.11 During the term of this Lease, any leasehold mortgage or other financing secured by a lien on Global’s leasehold interest shall require the prior written approval of SJTA and shall be void without such approval. Notwithstanding the above, SJTA shall have the right to object to any such mortgage or lien if all of the proceeds of the loan that is secured by the mortgage or lien are not used for the construction of the Improvements. As to the lien of any lender permitted under this

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Section, in all cases SJTA shall have sole discretion as to whether to subordinate its ownership interest in the Leased Premises to such leasehold mortgage or lien and unless such approval is given, any permitted leasehold mortgage or lien shall be subordinate to the ownership interest of SJTA in the Leased Premises.

SECTION 9. ALTERATIONS AND ADDITIONS TO IMPROVEMENTS

9.01 After the initial construction of the Improvements, Global shall not make or cause to be made or allow to be made any alterations, additions or improvements to the Leased Premises or the Improvements without first having obtained the prior written consent of SJTA which consent, shall be at the SJTA’s sole discretion.. Any alterations, additions and improvements which are made shall not change the character of the Leased Premises or the Improvements, nor be detrimental to the structural integrity of the Improvements. All such alterations, additions and improvements shall be performed at the sole cost and expense of Global and in a good and workmanlike manner and shall be expeditiously completed in compliance with all applicable laws.

SECTION 10. OWNERSHIP OF IMPROVEMENTS AND PERSONAL PROPERTY

10.01 All permanently installed improvements which Global may construct or cause to be constructed upon the Leased Premises shall be owned for all purposes (including federal and state income tax ownership) by Global and not by SJTA, except that upon the expiration or termination of this Lease, the permanently installed improvements shall become the property of SJTA. Global shall retain ownership of all trade fixtures and business equipment and furnishings from time to time installed on the Leased Premises at its expense. Global may remove any of such fixtures, equipment or furnishings not permanently installed at any time during the term of the Lease and shall remove all such property from the Leased Premises prior to the expiration of the term of the Lease. Global shall repair at its expense any damage caused to the Leased Premises as a result of the removal of such property.

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SECTION 11. GLOBAL’S OPERATIONAL AND MAINTENANCE OBLIGATIONS

11.01 Global, at its sole cost and expense shall operate and maintain in good repair the Improvements on the Leased Premises for the entirety of the term of the Lease. Except as otherwise provided herein, Global shall be responsible, at its own expense, for compliance with the applicable rules and regulations of the New Jersey Department of Environmental Protection, as well as the rules and regulations of any federal, state, county or municipal body or agency having jurisdiction over the operation of the Improvements. All such maintenance, repairs and replacements shall be of quality equal to the original in materials and workmanship.

11.02 SJTA’s authorized agents may, at any reasonable time, with reasonable notice where possible, enter upon the Leased Premises to determine if maintenance satisfactory to SJTA is being done. In the event SJTA’s agent or agents determine that maintenance is not reasonably satisfactory, then SJTA agrees to notify Global to this effect in writing. Upon receipt of such notice, Global shall immediately commence and diligently pursue corrective measures.

11.03 Global shall provide or cause to be provided a complete and proper arrangement of the adequate handling, storage and disposal, on site and away from the Airport, of all oil, gas and refuse caused as a result of the operations conducted on the Leased Premises. Global shall provide and use suitably covered metal receptacles for all such refuse and comply with all state and federal environmental and all applicable laws pertaining to the storage and disposal of oil, gas and refuse. Piling of boxes, cartons, barrels or other similar items in an unsightly or unsafe manner on or about the Leased Premises is not permitted. Global’s handling of refuse and garbage shall comply with the Plant Protection Act, 7 U.S.C. sections 7701 et. seq., the Animal Health Protection Act 7 U.S.C. sections 8301 et. seq. and the federal regulations at title 7 CFR 330.400 through 330.403 and Title 9 CFR 94.5.

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SECTION 12. GLOBAL’S ADDITIONAL OBLIGATIONS

12.01 Global covenants and agrees that with respect to all rights and privileges granted under this Lease and in addition to its other obligations under this Lease:

(a) To pay all charges for all utilities consumed on the Leased Premises during the term of this Lease at regularly established rates.

(b) To surrender the Leased Premises upon the expiration of this Lease in the condition in which they were required to be kept, reasonable wear and tear excepted.

(c) To observe and comply with any and all requirements of public authorities who have jurisdiction over the Improvements, the Leased Premises, the operations on the Leased Premises and/or the Airport and with all federal, state or local statutes, ordinances, regulations and standards applicable to Global or its use of the Leased Premises and/or the Airport including, but not limited to FAA regulations, reasonable rules, regulations and operating directives promulgated from time to time by or at the direction of SJTA for administration of the Airport, including but not limited to the Airport Security Plan and the Airport’s Minimum Standards, all as amended from time to time.

(d) Should taxes ever be assessed by any government authority upon the land, or upon any building or other improvement erected or installed on the Leased Premises, such taxes shall be the obligation of Global. Nothing stated herein shall prevent Global or SJTA, jointly or severally, from contesting such a tax, and Global shall do whatever is necessary to prevent a tax lien or certificate on the Leased Premises during such a contest.

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(e) To comply with all laws of the United States of America and the State of New Jersey, as well as all rules and regulations of SJTA.

(f) To procure and keep in force during the term of this Lease all necessary occupational licenses and permits as are required for Global’s operation of the Improvements on the Leased Premises.

(g) To use the Leased Premises only for the purposes hereinbefore described, unless Global receives the prior written consent of SJTA to use the premises for other purposes.

(h) To allow SJTA free access to the Leased Premises at all reasonable times for the purpose of examining the same and seeing that the covenants and conditions of this Lease are being performed by Global. SJTA shall have the right to enter the Leased Premises at any time in the event of an emergency. The determination of an emergency shall be at the sole discretion of SJTA.

SECTION 13. CONDUCT OF BUSINESS

13.01 Global shall exercise reasonable efforts to conduct its operations in an orderly and proper manner, so as not to, considering the nature of such operation, unreasonably annoy, endanger or be offensive to others at the Airport.

13.02 Global shall exercise reasonable efforts to control the conduct, demeanor and appearance of its officers, agents, and employees, so that a reasonable person would not find their conduct, demeanor or appearance objectionable. Upon objection from SJTA that Global has failed to exercise said efforts to control the conduct, demeanor and appearance of its officers, agents, and employees, Global shall immediately take all lawful steps necessary to remove the cause of the objection. If SJTA shall so request, Global agrees to supply and require its employees to wear or carry badges or other suitable means of identification, which shall be subject to the prior and continuing approval of the director of the Airport.

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13.03 It is intended that the standards and obligations imposed by this section shall be maintained or complied with by Global in addition to its compliance with all applicable federal, state and municipal laws, ordinances and regulations. In the event any of said laws, ordinances or regulations shall be more stringent than SJTA’s standards and obligations, Global agrees that it will comply with the more stringent laws, ordinances and regulations. Changes in such laws or regulations are not grounds for termination of this Lease.

13.04 Global shall promptly observe, comply with and execute the provisions of any and all present and future rules, regulations, requirements, orders and directions of the National Fire Protection Association and the Fire Insurance Organization of New Jersey, or of any other board or organization exercising, or which may exercise similar functions, which may pertain or apply to the operations of Global on the Leased Premises.

13.05 If by reason of any failure on the part of Global to comply with the provisions of this section, any fire insurance, extended coverage or other insurance rate on the Leased Premises or any part thereof, or on the Airport or any part thereof, shall at any time be higher than it otherwise would be, then Global shall pay to SJTA that part of all premiums paid by SJTA which shall have been charged because of such violation or failure by Global.

13.06 In connection with the conduct of Global’s business, Global shall use its best efforts in every proper manner to maintain, develop and increase the business conducted by it hereunder and to not divert, cause or allow to be diverted any business from the Airport.

13.07 Global further agrees that it shall operate, use and maintain the Leased Premises in such manner that there will be at all times a minimum of air pollution, water pollution or any other type of pollution arising out of, or resulting from the operation, use or maintenance of the Leased Premises by Global, and from the operations of Global under this Lease.

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13.08 Global shall, within twenty- four (24) hours of discovery, notify SJTA in writing of any condition which is discovered by Global involving hazardous waste, pollution or drainage.

13.09 Global shall be solely responsible for compliance with the provisions of this section and no act or omission of SJTA shall relieve Global of such responsibility.

13.10 Global shall not cause or permit to be caused or produced upon the Leased Premises, or to permit the same or to emanate therefrom, any unusual, noxious or objectionable smokes, gases, vapor or odors, considering the extent and type of operations of Global.

13.11 Global shall not do or permit to be done any act or thing upon the Leased Premises which: (a) will invalidate or conflict with any fire insurance policies covering the Leased Premises or any part thereof; or the Airport or any part thereof; or (b) in the opinion of SJTA, may constitute a hazardous condition so as to increase the risks normally attendant upon the operations permitted by this Agreement.

SECTION 14. CASUALTY INSURANCE AND CASUALTY LOSSES.

14.01 To safeguard the interest and property of SJTA, Global, at its sole cost and expense, shall procure and maintain throughout the term of this Lease insurance protection for all risk coverage on the structure and improvements constructed on the Leased Premises to the extent of one hundred (100%) percent of the actual replacement cost thereof. Such insurance shall be written by insurers of recognized financial standing approved by SJTA, which approval shall not be unreasonably withheld or delayed. Such insurance shall name SJTA and The Firm as additional insureds and loss payees and provide for sixty (60) days’ notice of cancellation or material change by registered mail to the address provided in this Lease. Global agrees that any insurance paid for damage to the structure and improvements on the Leased Premises shall be paid to SJTA by the insurance company. The property loss insurance proceeds will be held by SJTA and paid to Global for the repair or replacement of the damaged structure or improvements in accordance with this Section.

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14.02 Global shall provide certificates of insurance evidencing the existence of all insurance required to be maintained prior to the inception of the lease term. If Global fails to maintain such insurance as above provided, SJTA, at its option, may take out such insurance and charge the cost thereof to Global, plus five (5%) percent, or SJTA may give notice of a default hereunder if Global fails to provide said certificates of insurance within ten (10) days following receipt of notice from SJTA.

14.03 Global, at its sole cost and expense, shall procure and maintain insurance protection for all risk coverage, for all Trade Fixtures and for all personal property on the Leased Premises, and as well as improvements thereon.

14.04 If all or a portion of the facilities owned by SJTA are partially damaged by fire, explosion, the elements, the public enemy or other casualty, but not rendered unusable, the same will be repaired with due diligence by Global.

14.05 If damage to the Improvements shall be so extensive as to render the Improvements unusable by Global, but capable of being repaired in one hundred eighty (180) days, the same shall be repaired with due diligence by Global and the rent payable herein shall abate from the time of such damage until such time as the facilities are fully restored and certified by SJTA’s engineers as ready for occupancy.

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14.06 In the event the Improvements on the Leased Premises are completely destroyed by fire, explosion, the elements, the public enemy or other casualty, or are so damaged that they are unusable and cannot be replaced for more than one hundred eighty (180) days, Global shall have the election of repairing or reconstructing such Improvements substantially as they were immediately prior to such casualty or in a new or modified design, subject to applicable building codes existing at the time of repairing or rebuilding, or not to repair or reconstruct the improvements. Global shall give SJTA written notice of its election hereunder within one hundred twenty (120) days after the occurrence of such casualty or the adjustment of the claim, whichever is later. In the event of damage or destruction to any of the improvements upon the Leased Premises, SJTA shall have no obligation to repair or rebuild the improvements or any fixtures, equipment or other personal property installed by Global pursuant to this Lease. Global agrees that any repair or reconstruction work will be promptly commenced and prosecuted to completion with due diligence subject to delays beyond Global’s control, In the event the Airport is damaged or destroyed, the obligation of Global to complete the repair or reconstruction of its facilities shall coincide with the re-opening of the Airport for general aviation service.

14.07 If Global elects to repair or reconstruct the damaged improvements to the extent that any loss is recouped by actual payment to SJTA of the proceeds of the insurance, the amount of such proceeds, together with any interest earned thereon, will be paid to Global to the extent necessary to cover Global’s costs of rebuilding or repairing the portion or all of the Leased Premises which have been damaged or destroyed. Such payment will be made by SJTA to Global in installments as work progresses; provided that as to each request for payment, Global shall certify by a responsible officer or authorized representative that the amounts requested are due and payable to its contractor for work completed and upon inspection by a SJTA contractor or engineer or agent of SJTA. Upon completion of all work, Global shall certify by a responsible officer or authorized representative that such rebuilding and repairs have been completed, that all costs in connection therewith have been paid by Global, and that said costs are fair and reasonable. Said certification shall also include an itemization of costs. If the insurance proceeds are not sufficient, Global agrees to bear and pay the deficiency including all deductibles. Nothing herein contained shall be deemed to release Global from any of its repair, maintenance or rebuilding obligations under this Lease.

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14.08 In the event Global elects to repair or reconstruct as aforesaid, Global shall at its expense, replace and repair any and all personal property, including but not limited to fixtures and equipment, necessary to properly and adequately continue its airport business on the Airport, but in no event shall Global be obligated to provide equipment and fixtures in excess of those existing prior to such damage or destruction except for requirements of construction codes existing at the time of repair or replacement. There shall be no obligation on the part of SJTA to reimburse Global from the insurance proceeds for the loss or damage to personal property, included but not limited to fixtures and equipment, of Global.

14.09 In the event Global elects to repair or reconstruct as aforesaid, during such period of repair or replacement, the rent provided for in Section 7 herein shall be proportionately abated during the period from the date of such damage, destruction or loss until the same is repaired, replaced, restored or rebuilt, according to the portion of the improvements on the Leased Premises that are used only for repair or rebuilding of same. Such abatement shall not exceed the actual time required for arranging for and the performance of such work. The proportional amount of reduction of ground rent will be reasonably determined by SJTA at its sole discretion.

14.10 If Global shall elect not to repair or reconstruct the damaged improvements, Global shall, at its own cost and expense (unless otherwise reimbursable by insurance hereunder), remove all debris resulting from such damage to the Leased Premises, including foundations, concrete piers, pavements, etc., and restore the surface to a level condition at its original elevation. Upon completion of such debris removal and restoration, this Agreement shall terminate; however, only the unaccrued obligations of Global for ground rent shall cease, provided SJTA has received full payment of the insurance required under this Lease.

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14.11 Notwithstanding the provisions of any other portion of this Section 14 or any other provision of this Lease, Global hereby waives any and all rights of recovery, claim, action, or cause of action against the SJTA and The Firm, their agents, officers and employees, for any losses or damage that may occur to the Leased Premises or facilities or the content therein by reason of fire, the elements or any other cause, regardless of the cause or origin, including negligence of SJTA and/or The Firm’ and their agents, officers, and employees; provided that such loss or damage could be insured under the terms of standard forms of fire and extended coverage insurance policies and Global actually insured the loss for the amounts required under this Agreement. Because this paragraph will preclude the assignment of any claim mentioned in it by way of subrogation (or otherwise) to an insurance company (or another person), Global agrees to immediately give to its insurance company, which has issued to its policies of fire and extended coverage insurance, written notice of the terms of its waiver contained in this paragraph and to have the insurance policies properly endorsed, if necessary, to prevent the invalidation of insurance coverages by reason of the waiver.

SECTION 15. OTHER INSURANCE

15.01 In addition to the casualty insurance required by Section 14, Global, its contractors and subcontractors shall provide, pay for and maintain with companies satisfactory to SJTA the additional types of insurance described herein. All insurance shall be from responsible insurance companies eligible to do business in the State of New Jersey with at least an A- rating. The required policies of insurance shall be construed in accordance with the laws of the State of New Jersey. All liability policies shall provide that SJTA is an additional insured as to the operations of Global

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under this Lease and shall also provide the severability of interest provision. Sixty (60) days’ written notice by registered or certified mail shall be given SJTA of any cancellation, intent not to renew, or reduction in the policies’ coverages, except in the application of the policy limits provisions. In the event of a reduction in any policy limit, Global shall take immediate steps to have it reinstated. All insurance coverages of Global shall be primary to any insurance or self-insurance programs carried by SJTA as to the specific coverages provided to SJTA in the polices required under this Lease. The insurance coverages and limits required shall be evidenced by properly executed certificates of insurance by the insurer. The certificate of insurance shall be personally or manually signed by the authorized representative of the insurance company shown in the certificate with proof that he/she is an authorized representative thereof. In addition, certified, true and exact copies of all insurance policies required shall be promptly provided to SJTA. The acceptance of delivery to SJTA of any certificate of insurance and the policies evidencing the insurance coverages and limits required in this Agreement does not constitute approval or agreement by SJTA that its insurance requirements have been met or that the insurance policies shown in the certificates of insurance are in compliance with these requirements. No operation under this Lease shall commence at the Leased Premises unless and until the required certificates of insurance are in effect and the written notice to proceed is issued to Global by SJTA.

15.02 The insurance coverages and limits required of Global under this Lease are designed to meet the minimum requirements of SJTA. They are not designed as a recommended insurance program for Global. Global alone shall be responsible for the sufficiency of its own insurance’ program. As to any question Global has concerning its exposure to loss under this Lease or the possible insurance coverages needed therefore, it should seek professional assistance. If the general liability required herein is to be issued or renewed on a “claims made” form as opposed to the “occurrence” form, the retroactive date for coverage shall be no later than the commencement date of the occupancy or operations of Global and shall provide that in the event of cancellation or non–renewal, the discovery period for insurance claims (tail coverage) shall be unlimited.

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15.03 All of the required insurance coverages shall be issued as required by law and shall be endorsed where necessary to comply with the minimum requirements contained herein. Renewal certificates of insurance on SJTA’s form shall be provided to SJTA thirty (30) days prior to expiration of current coverages. Notwithstanding the foregoing, the wording of all policies, forms and endorsements must be acceptable to SJTA. Should at any time Global not maintain the insurance coverages required, SJTA may terminate or suspend this Agreement if Global fails to procure such insurance coverages within 10 days of receipt of written notice from SJTA.

15.04 The following are the required insurance and limits that shall be maintained by Global:

(a) Workers’ Compensation and Employees’ Liability Insurance shall be maintained by Global for all employees in accordance with the laws of the State of New Jersey. The limits of coverage shall not be less than: Workers’ Compensation—New Jersey Statutory Requirements Employers’ Liability

$500,000 each accident for bodily injury by accident; $500,000 each employee for bodily injury by disease; and $500,000 policy limit for bodily injury by disease

(b) Aircraft Liability Insurance, including all owned, non-owned and leased aircraft, including passenger liability (with no passenger limitation). The limits of coverage shall not be less than:

Bodily Injury and Property Damage Liability – twenty-five million ($25,000,000) dollars combined single limit each occurrence

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(c) General Liability Insurance, including, but not limited to, premises personal injury, contractual, independent contractors, property damage, completed operations and products. Said policy shall not exclude coverage for the “Xi” (explosion), “C” (collapse).and “U”. (underground) property damage liability exposures. The limit of coverage shall not be less than:

Bodily Injury and Property Damage Liability – twenty-five million ($25,000,000) dollars combined single limit each occurrence

(d) Vehicle Liability Insurance shall be maintained by Global for the ownership, maintenance and use of all owned, non-owned, leased, hired or rented vehicles. The limit of coverage shall not be less than:

Bodily Injury and Property Damage Liability – twenty-five million ($25,000,00) dollars combined single limit each occurrence

(e) Environmental Impairment Liability Insurance Global shall provide Environmental Impairment Liability Insurance for the premises. The limit of coverage shall not be less than five million ($5,000,000) dollars.

(f) Hangar Keepers Insurance. Global shall provide Hangar Keepers Insurance for the premises. The limit of coverage shall not be less than twenty-five million ($25,000,000) dollars.

15.05 All insurance requirements and limits described in this section shall be provided by Global at all times during the term of this Agreement, unless such requirements are modified in writing by SJTA and Global.

SECTION 16. INDEMNIFICATION

16.01 Global agrees to indemnify fully, save and hold harmless SJTA and The Firm, their Commissioners, Directors, officers, employees, agents and representatives, from and against all losses, damages, claims, liabilities and causes of action of every kind, or character and nature, as well as costs and fees, including reasonable attorneys’ fees, expert fees and

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professional fees connected therewith, and the expense of the investigation thereof, based upon or arising out of damages or injuries to third persons or their property caused by the acts or omissions or negligence of Global and/ or the employees, agents, contractors or business invitees of Global. SJTA shall give to Global prompt and reasonable notice of any such claims or actions and Global shall have the right to investigate, compromise and defend the same to the extent of its own interest.

SECTION 17. GOVERNMENTAL REQUIREMENTS

17.01 Global shall procure all licenses, certificates, permits or other authorization from all governmental authorities, if any, having jurisdiction over Global’s operations on the Leased Premises which may be necessary for Global’s operations under this Lease.

17.02 Global shall pay all taxes, license, certification, permit and examination fees and excise taxes which may be assessed, levied, exacted or imposed on the Leased Premises or operation hereunder, or on the gross receipts or income to Global therefrom, and shall make all applications, reports and returns required in connection therewith.

17.03 Global’s obligations to comply with governmental requirements are provided herein for the purpose of assuring proper safeguards for the protection of persons and property at the Leased Premises.

SECTION 18. CONDEMNATION

18.01 In the event the Leased Premises or any part thereof shall be condemned and taken by any governmental agency or agencies for any purpose during the term of this Lease, or sold to such governmental agency in lieu of a taking, (collectively a “Condemnation”), any award which shall be made as a result of such Condemnation shall be paid to SJTA; provided, however, that

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Global, consistent with its rights under applicable law, may appear in any such Condemnation proceeding and present its claims for damages arising from such Condemnation as the result of the taking of all or any part of Global’s leasehold interest hereunder, and Global shall be entitled to retain the portion of the award allocable to such leasehold interest.

18.02 Rent for that portion of the Leased Premises condemned shall be abated from the date that Global is dispossessed therefrom; provided, however, if all of the Leased Premises are condemned or if a portion of the Leased Premises is condemned and the remaining portion of the Leased Premises is insufficient for Global’s operations authorized hereunder in Global’s reasonable opinion, Global may terminate this Lease and its rent obligation hereunder effective as of the date it is dispossessed from the condemned portion (or effective as of a date thereafter and within ninety (90) days of the date of such dispossession) by giving SJTA thirty (30) days’ written notice of such termination.

SECTION 19. PATENTS— TRADEMARKS

19.01 Global represents that it is the owner of or fully authorized to use any and all services, processes, machines, articles, malts, names or slogans used by it in its operations under or in any way connected with this Lease. Global agrees to indemnify, save and hold SJTA, its Commissioners, Directors, officers, employees, agents and representatives free and harmless of and from any loss, liability, expense, suit or claim for damages in connection with any actual or alleged infringement of any patent, trademark or copyright, or arising from any alleged or actual unfair competition or other similar claim arising out of the operations of Global under or in any way connected with this Lease, whether or not such claims, demands, causes of action, liabilities, etc., are made or asserted before or after termination or expiration of this Lease and to include reasonable attorneys’ and other professional fees

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SECTION 20. ADDITIONAL FEES, CHARGES, AND OBLIGATIONS

20.01 In addition to the rent and other amounts payable under the Lease, Global shall also pay to SJTA all regular fees imposed on Airport users according to SJTA’s established fee schedule(s), as such fees may change from time to time. SJTA’s current fee schedule is attached as Exhibit B.

20.02 If SJTA is required or elects to pay any sum or sums or incurs any obligations or expense by reason of: a) the failure, neglect or refusal of Global to perform or fulfill any one or more of the conditions or agreements contained in this Lease after notice from SJTA and failure to immediately perform or fulfill said conditions or agreements, or b) as a result of an act or omission of Global contrary to the said conditions and agreements, Global shall reimburse SJTA for the sum or sums so paid or the expense so incurred, including all interest, costs, damages and penalties within thirty (30) days of the date SJTA sends and invoice to Global for same.

SECTION 21. REMEDIES OF SJTA UPON DEFAULT BY GLOBAL

21.01 Upon the occurrence of any of the following events or at any time thereafter during the continuance thereof, SJTA may terminate the rights of Global under this Lease upon thirty (30) days’ written notice, such termination to be effective upon the date specified in such notice:

(a) Global shall become insolvent or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy or a petition or an answer seeking an arrangement or its reorganization or the readjustment of its indebtedness under the federal bankruptcy laws or under any other law or statute of the United States or of any State thereof or consent to the appointment of a receiver, trustee or liquidator of all or substantially all of its property; or

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(b)    By order of decree of a court, Global shall be adjudged bankrupt, or an order shall be made approving a petitions filed by any of the creditors or by any of the stockholders of Global seeking its reorganization or the readjustment of its indebtedness under the federal bankruptcy laws or under any law or statute of the United States or of any State thereof; or

(c)    A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute shall be filed against Global and shall not be dismissed within sixty (60) days after the filing thereof, or

(d)    Except as may be expressly permitted in this Lease the interest of Global under this Lease shall be transferred to, pass to or devolve upon, by operation of law or otherwise, any other person, firm or corporation; or

(e)    Except as expressly permitted in this Lease, Global shall, without the prior written approval of SJTA, become a successor or merged corporation in a merger, a constituent corporation in a consolidation, or a corporation in dissolution; or

(f)    By or pursuant to, or under authority of any legislative act, resolution or rule, or any order or decree of any court or governmental board, agency or officer having jurisdiction, a receiver, trustee or liquidator, shall take possession or control of all or substantially all of the Leased Premises of Global and such possession or control shall continue in effect for a period of sixty (60) working days; or

(g)    Global shall voluntarily abandon, desert or vacate the Leased Premises or discontinue its operations at the Airport or, after exhausting or abandoning any right of further appeal, Global shall be prevented for a period of sixty (60) days by action of any governmental agency having jurisdiction thereof from conducting its operations at the Airport, regardless of the fault of Global; or

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(h)    Any lien is filed against the Leased Premises because of any act or omission of Global; and is not removed or Global fails to diligently pursue the removal of said lien within forty-five (45) days after notice to Global thereof, or

(i)    Global shall fail to duly and punctually pay the fees, rent, or make any other payment required under the Lease when due to SJTA, and shall persist in its failure for a period of twenty (20) days following the receipt of written notice of such default from SJTA; or

(j) Global shall fail to keep, perform and observe each and every other promise and agreement set forth in this Lease on its part, within thirty (30) days after receipt of notice of default thereunder from SJTA (except where fulfillment of its obligation requires activity over a period of time and Global shall have commenced substantially to perform whatever may be required for fulfillment within thirty (30) days after receipt of notice and continues diligently such substantial performance without interruption, except for causes beyond its control).

21.02    In addition to the right of termination provided in Section 21.01 and any other right of termination provided for in this Lease, SJTA shall also have the right to pursue any additional rights or remedies SJTA would have at law or in equity consequent upon any breach of this Lease by Global. The exercise by SJTA of any right of termination shall be without prejudice to any other such rights and remedies.

SECTION 22. SURRENDER AND RIGHT OF RE-ENTRY

22.01    Global covenants and agrees to yield and deliver peaceably, promptly and in good condition to SJTA possession of the Leased Premises on the date of cessation of the Lease, whether such cessation be by termination, expiration or otherwise, except for reasonable wear which does not cause or tend to cause deterioration of the improvements or adversely affect the efficiency or proper utilization thereof, free and clear of liens and encumbrances made by or against Global, except as expressly provided herein.

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22.02 SJTA shall, as an additional remedy upon the giving of a notice of termination as provided in Section 21 have the right to reenter the Leased Premises and every part thereof upon the effective date of termination without further notice of any kind, and may regain and resume possession either with or without the institution of summary or any other legal proceedings or otherwise. Such re-entry, or regaining or resumption of possession, however, shall not in any manner affect, alter or diminish any of the obligations of Global under this Lease and shall in no event constitute an acceptance of surrender.

SECTION 23. SURVIVAL OF THE OBLIGATIONS OF GLOBAL

23.01 In the event that the Lease shall have been terminated in accordance with a notice of termination as provided in Section 21 or in the event that SJTA has re-entered, regained or resumed possession of the Leased Premises in accordance with the provisions of Section 22, all the obligations of Global under this Lease shall survive such termination or cancellation, re-entry, regaining or resumption of possession and shall remain in full force and effect for the full term of this Lease. The amount or amounts of damages or deficiency shall become due and payable to SJTA to the same extent, at the same time or times, and in the same manner as if no termination, cancellation, re-entry, regaining or resumption of possession had taken place. SJTA may maintain separate actions each month to recover the damage or deficiency then due or at its option and, at any time, may sue to recover the full deficiency for the entire unexpired term of the Agreement.

SECTION 24. USE SUBSEQUENT TO CANCELLATION OR TERMINATION

24.01 SJTA, upon termination or cancellation pursuant to Section 21, or upon any re-entry, regaining or resumption of possession pursuant to Section 22 may occupy the Leased Premises or may enter into an agreement with another entity and shall have the right to permit any person, firm or corporation to enter upon the Leased Premises and to use the same. Such use may only be a part of the Leased Premises or of the entire Leased Premises, together with other Leased

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Premises, for a period of time the same as or different from the balance of the term hereunder remaining and on terms and conditions the same as or different from those set forth in this Lease. SJTA shall also, upon said termination or cancellation, or upon said re-entry, regaining or resumption of possession, have the right to repair and to make structural other changes in the Leased Premises, including changes which alter the character of the Leased Premises and the suitability thereof for the purposes of Global under this Agreement, without affecting altering or diminishing the obligations of Global hereunder.

24.02 In the event of either use by others, or of any actual use and occupancy by SJTA, there shall be credited to the account of Global, against its survived obligations hereunder, any net amount remaining after deducting from the amount actually received from any user, licensee, permittee or other occupier in connection with the use of the said Leased Premises, or portion thereof, during the balance of the term of use and occupancy as the same is originally stated in this Lease, or from the market value of the occupancy of such portion of the Leased Premises as SJTA may itself during such period actually use and occupy, less all reasonable expenses, costs and disbursements incurred or paid by SJTA in connection therewith.

24.03 No such use and occupancy shall be or be construed to be an acceptance of a surrender of the Leased Premises, nor shall such use and occupancy constitute a waiver of any rights of SJTA hereunder. SJTA will use its best efforts to minimize damages to Global under this section commensurate with its obligations under this Agreement.

SECTION 25. LIMITATION OF RIGHTS AND PRIVILEGES GRANTED

25.01 No exclusive rights at the Airport are granted to Global by this Lease and no greater rights or privileges with respect to the use of the Leased Premises or any part thereof are granted or intended to be granted to Global by this Lease, or by any provision hereof, than the rights and privileges expressly and specifically granted hereby.

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25.02 Global hereby irrevocably elects not to claim depreciation or an investment credit with respect to the Leased Premises for federal income tax or other purposes within the intendment of Section 142(bXl)(B). This election is binding on Global and any and all successors in interest under this Agreement.

SECTION 26. REMOVAL OF PERSONAL PROPERTY

26.01 Global shall have the right at any time during the term of this Lease to remove its equipment, inventories, removable fixtures and other personal property from the Leased Premises. If Global shall fail to remove its property on or before the termination or expiration of the term of this Lease, SJTA may remove such property to a public warehouse for deposit or retain the same in its own possession, all without insurance, and sell the same at public auction, the proceeds of which shall be applied first to the expense of removal, storage and sale and second, to any sums owed by Global to SJTA, with any balance remaining to be paid to Global; but if the expenses of such removal, storage and sale shall exceed the proceeds of sale, Global shall pay such excess to SJTA upon demand.

SECTION 27. ASSIGNMENT AND SUBLEASE

27.01 Global shall not transfer, assign or sublease all or any part of the Leased Premises or any rights or privileges conferred upon Global by this Lease without first obtaining the prior written consent of SJTA, which consent shall be at SJTA’s sole discretion. Global shall provide to the SJTA, sufficient documentation in the SJTA’s sole discretion, evidencing that the proposed assignee or subtenant is capable of performing all obligations under the Lease or the Sublease. Any permitted sublease tenant shall be subject to all of the same terms and conditions set forth in this Lease. Notwithstanding any sublease Global shall remain responsible for all obligations under this Lease. Global shall require the subtenant to comply with all Lease obligations under its respective sublease.

27.02 SJTA may assign the Lease to any operator of the Airport.

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SECTION 28. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

28.01 Global shall obey, and shall cause all personnel employed by it, to obey all present or future regulations of SJTA and all State and Federal laws governing its operations on the Leased Premises, together with any and all rules and regulations of any State, Federal or municipal agency, commission, body or officer having jurisdiction over the Airport, or over any business conducted thereon by Global.

SECTION 29. COVENANTS OF QUIET POSSESSION,

REPRESENTATIONS & WARRANTIES

29.01 SJTA agrees and warrants that it will, throughout the term of this Lease, and of any extensions thereof, subject only to the specific exceptions, conditions and provisions contained herein, preserve and maintain Global in possession of the Leased Premises.

29.02 SJTA hereby covenants and warrants that it has full and lawful right and authority to enter into this Lease for the full term hereof, and further that SJTA is lawfully seized of the Leased Premises and has good title thereto.

29.03 SJTA covenants and warrants that it will at all time maintain and operate a good and secure Airport, and SJTA shall maintain and operate the Airport in compliance with all rules, regulations, statutes, orders, directives, or other mandates of the United States of America or of the State of New Jersey.

29.04 This Lease is expressly entered into by SJTA, and the rights of Global under the Lease are expressly subject to the following exceptions and conditions:

(a) To all rights of the United States of America to take over the Airport (including the Leased Premises), in whole or in part, regardless of the source of such right, but Global retains and reserves all legal rights it may have to seek compensation for and to recover from the United States of America, or any agency thereof, the value of the loss of its leasehold interest to the full extent permitted under this Agreement;

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(b) To all applicable Federal, State and local rules and regulations, and subject to all rules and regulations heretofore established for the conduct and operation of the Airport by SJTA, as well as all such reasonable rules and regulations hereafter adopted; and

(c) To any existing easements for radar lines, rights-of-way lines, sanitary or storm sewers, and other’ encumbrances of record, upon or across the Leased Premises.

SECTION 30. REMEDIES OF GLOBAL UPON DEFAULT BY SJTA

30.01 In the event that SJTA fails to keep, perform its material obligations as set forth in this Lease, within thirty (30) days after receipt of written notice of default thereunder from Global (except where fulfillment of its obligation requires activity over a longer period of time and SJTA shall have commenced substantially to perform whatever way be required for fulfillment within thirty (30) days after receipt of written notice and continues such performance without interruption except for causes beyond its control), Global shall have such remedies as are provided at law and at equity consequent upon any breach of this Lease by SJTA.

30.02 No waiver by Global of any default on the part of SJTA in performance of any of the terms, covenants or conditions hereto to be performed, kept or observed by SJTA shall be or be construed to be a waiver by Global of any other or subsequent default in performance of any of the valid terms, agreements and conditions.

SECTION 31. NO LIENS

31.01 Global shall pay for all labor done or materials furnished in the repair, replacement, development or improvement of the Leased Premises by Global and shall keep said Leased Premises free and clear of any lien or encumbrance of any kind whatsoever created by Global’s act or omission.

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SECTION 32. HAZARDOUS SUBSTANCES

32.01 Except as consistent with the usual practices of an operator of the uses permitted on Section 6 and subject to the requirements of this Lease, no goods, merchandise or materials shall be kept, stored or sold in or on the Leased Premises or facilities which are explosive or hazardous; and no offensive or dangerous trade, business or occupation shall be carried on therein or thereon.

SECTION 33. WAIVERS

33.01 No waiver by SJTA at any time of any of the terms, conditions, covenants or agreements of this Lease, or noncompliance therewith, shall be deemed or taken as a waiver at any time thereafter of the same or any other term, condition, covenant or agreement herein contained, nor of the strict and prompt performance thereof by Global. No delay, failure or omission of SJTA to re-enter the Leased Premises or to exercise any right, power, privilege or option arising from any default, nor subsequent acceptance of fees then or thereafter accrued, shall impair any such right, power, privilege or option, or be construed to be a waiver of any such default or relinquishment thereof, or acquiescence therein. No notice by SJTA shall be required to restore or revive time as of the essence hereof after waiver by SJTA or default in one or more instances. No option, right, power, remedy or privilege of SJTA shall be construed as being exhausted or discharged by the exercise thereof in one or more instances. It is agreed that each and all of the rights, powers, options or remedies given to SJTA by this Agreement are cumulative and no one of them shall be exclusive of the other or exclusive of any remedies provided by law, and that the exercise of one right, power, option or remedy by SJTA shall not impair its rights to any other right, power, option or remedy.

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SECTION 34. WAIVER OF CLAIMS

34.01 Global hereby waives any and all claims against SJTA and its Commissioners, Directors, officers, employees, agents and representatives for loss of anticipated profits that is caused by any suit or proceeding directly or indirectly attacking the validity of this Lease, or any part thereof, or by any judgment or award in any suit or proceeding declaring this Lease null, void or voidable, or delaying the same, or any part hereof, from being carried out.

SECTION 35. FIRE AND POLICE PROTECTION

35.01 SJTA shall provide, or cause to be provided, during the term, all proper and appropriate public fire and police protection similar to that afforded to other users at the Airport, and it will issue and enforce rules and regulations with respect thereto for all portions of the Airport. Global shall have the right, but shall not be obligated, to provide such additional or supplemental public protection as it may desire, but such right, whether or not exercised by Global, shall not in any way be construed to limit or reduce the obligations of SJTA. Any supplemental public protection company used by Global must be approved in advance in writing by SJTA which approval shall not be unreasonably withheld or delayed.

SECTION 36. PUBLIC USE AND FEDERAL GRANTS, NONDISCRIMINATION

36.01 Grant agreements. The Leased Premises, the Airport and Global’s rights under the Lease are subject to the terms of those certain sponsor’s assurances made to guarantee the public use of the Airport as incidental to grant agreements between SJTA and the United States of America, as amended, and the deed from the City of Atlantic City, predecessor in title to the Leased Premises, and SJTA represents that none of the provisions of this Lease violate any of the provisions of the Sponsor’s Assurance Agreement or said deed.

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36.02 Non-exclusive rights. It is further covenanted and agreed that nothing contained in this Lease shall be construed to grant or authorize the granting of an exclusive right within the meaning of Section 308 of the Federal Aviation Act of 1958.

36.03 Right to develop Airport. It is further covenanted and agreed that SJTA reserves the right to further develop or improve the Airport, as well as all landing areas and taxiways, as it may see fit in its sole discretion, regardless of the desires or views of Global and without interference or hindrance.

36.04 Subordination of Agreement. Global covenants and agrees that this Lease shall be subordinate to the provisions of any existing or future agreements between SJTA and the United States Government relative to the operations or maintenance of the Airport, the execution of which has been or will be required as a condition precedent to the granting of Federal funds for the development of the Airport to the extent that the provisions of any such existing or future agreements are generally required by the United States at other civil airports receiving Federal funds; and provided that SJTA agrees to give Global written notice in advance of the execution of such agreements and of any provisions which will modify the terms of this Agreement.

36.05 Nondiscrimination. Global, for itself, its officers, agents, insurers, successors in interest and assigns, as a part of the consideration hereof, does hereby covenant and agree, as a covenant running with the land, that:

(a) No person on the grounds of age, race, creed, color, national origin, ancestry, marital status, sex or affectional or sexual orientation shall be excluded from participation in, denied the benefits of; or otherwise be subjected to discrimination in the use of the Leased Premises;

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(b) That in the construction of any improvements on, over or under such Leased Premises and the furnishing of services thereon, no person on the grounds of age, race, creed, color, national origin, ancestry, marital status, sex or affectional or sexual orientation shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination;

(c) Global shall use the Leased Premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally-assisted Programs of the Department of Transportation-Effectuation of Title VI of the Civil Rights Act —of 1964, and as said regulations may be amended.

(d) That in the event of breach of any of the above nondiscrimination covenants, SJTA shall have the right to re-enter said Leased Premises and said Leased Premises shall thereupon revert to, and vest in and become the absolute property of SJTA and its assigns. This provision shall not be effective until the procedures of Title 49. Code of the Federal Regulations, Part 21, are followed and completed, including exercise or expiration to appeal rights.

(e) Global assures that it will undertake an affirmative action program as required by 14 CFR Part 152, Subpart E, to ensure that no person shall on the grounds of age, race, creed, color, national origin, ancestry, marital status or sex be excluded from participating in any employment activities covered by 14 CFR Part 152, Subpart E. Global assures that no person shall be excluded on these grounds from participating in or receiving the services or benefits of any program or activity covered by this subpart. Global assures that it will require that its covered suborganizations provide assurances to Global that they similarly will undertake affirmative action programs and that they will require assurances from their suborganizations, as required by 14 CFR Part 152, Subpart E, to the same effect.

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36.05 Right to amend. In the event that the Federal Aviation Administration or its successors requires modifications or changes in this Lease as a condition precedent to the granting of funds for the improvement of the Airport, Global agrees to consent to such amendments, modifications, revisions, supplements or deletions of any of the terms, conditions or requirements of this Lease as may be reasonably required to obtain such funds; provided, however, that in no event will Global be required, pursuant to this section, to agree to an increase in the fees provided for hereunder, to a change in the use, to a reduction in size of the Leased Premises, or to a material reduction in the privileges and rights granted under this Agreement.

SECTION 37. REGULATIONS OF SJTA; COMPLIANCE WITH LAWS,

RULES AND REGULATIONS

37.01 The occupancy and use by Global of the Leased Premises and the rights herein conferred upon Global shall be subject to valid rules and regulations as are now or may hereafter be prescribed by SJTA through the lawful exercise of its powers and subject to the minimum standards adopted by SJTA; provided, however, that no such rule or regulation shall be of such nature as to substantially interfere with or cause any substantial derogation or infringement with or upon the rights and privileges herein in this Agreement granted to Global, Global shall be given thirty (30) days’ advance written notice of any proposed changes or additions to such rules and regulations and an opportunity to be heard thereon. Except for the aforementioned provisions stated herein, the right of SJTA to amend its minimum standards shall be absolute and in SJTA’s sole discretion.

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SECTION 38. TERMS BINDING UPON SUCCESSORS

38.01 All the terms, conditions and covenants of this Lease shall inure to the benefit of and be binding upon the successors and assigns of the Parties hereto. The provisions of this section shall not be deemed as a waiver of any of the conditions against assignment hereinbefore set forth.

SECTION 39. NOTICES

39.01 All notices provided for herein shall be in writing. Notices may be hand delivered, sent by overnight mail or sent by certified mail, RRR. Notices sent by hand delivery and by overnight mail shall be effective upon receipt. Notices sent by certified mail, RRR shall be deemed effective on the third calendar day after mailing.

39.02 Any notice permitted or required to be served upon Global may be served upon it at:

GLOBAL CROSSING AIRLINES

Building 5A, 4200 NW 36^th Street

Miami Int’l Airport, Miami FL 33166

39.03 If Global shall give notice in writing to SJTA of any change in the above address, then and in such event, such notice shall be given to Global at such substituted address.

39.04 Any notice permitted or required to be served upon SJTA may be served it at:

Atlantic City International Airport, Suite 106

101 Airport Road

Egg Harbor Township, NJ 08234

ATTN: Airport Director

39.05 If SJTA shall give notice in writing to Global of any change in said address, then in such event, such notice shall be given to SJTA at such substituted address.

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SECTION 40. BROKERAGE

40.01 Global represents and warrants that no broker has been involved on its behalf in the negotiation of this Lease and that there is no such broker who is or may be entitled to be paid a commission in connection with this Lease. Global shall indemnify and save harmless SJTA from any claim for commission or brokerage made by any such broker when such claim is based, in whole or in part, upon any act or omission of Global, whether or not such claims, demands, causes of action, liabilities, etc., are made or asserted before or after termination or expiration of this Lease. Global shall reimburse SJTA all expenses incurred by SJTA, to include ‘reasonable attorneys’ and other professional fees, to investigate and defend any claim made against SJTA for a brokerage fee as a result of this Lease.

SECTION 41. AGREEMENT MADE IN NEW JERSEY, JURISDICTION

41.01 This Agreement has been made in and shall be construed in accordance with the laws of the State of New Jersey. Jurisdiction lies in the state or federal court of the State of New Jersey. All duties, obligations and liabilities of SJTA and Global with respect to the Leased Premises are expressly set forth herein, and this Agreement can only be amended in writing and agreed to by both Parties.

SECTION 42. HEADINGS

42.01 The section and subsection headings contained herein are for convenience in reference and are not intended to define or limit the scope of any provision of this Lease.

SECTION 43. ENTIRE AGREEMENT

43.01 The foregoing constitutes the entire agreement of the Parties on the subject matter hereof. The Lease may not be changed, modified, discharged or extended except by written instrument duly executed by SJTA and Global. Global agrees that no representations or warranties shall be binding upon SJTA unless expressed in writing in this Lease.

IN WITNESS WHEREOF, the Parties hereto have set their hands and seals the day and year first written above.

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Witness/Attest		SOUTH JERSEY TRANSPORTATION AUTHORITY
		By:	/s/ Stephen F. Dougherty
			Title: Stephen F. Dougherty
			Date: Executive Director
Witness/Attest		GLOBAL CROSSING AIRLINES, INC.
	/s/ Ryan Goepel	By:	/s/ Edward J Wegel
	Ryan Goepel		Title: Chairman / CEO
	CFO		Date: July 21, 2020

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EXHIBIT A

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EXHIBIT B

South Jersey Transportation Authority

Atlantic City International Airport

Airline Rates & Charges

Effective-1/1/2020

	Signatory		Non-Siqnatory
Terminal Building Rent	$	28.59	$	32.15 per square foot
Landing Fee	$	1.55	$	1.88 per 1,000 lbs. MGLW
Landing Fee - Diversions	$	1.55	$	2.35 per 1,000 lbs. MGLW
Ramp Fee	$	1.56		Not Applicable per 1,000 lbs. MGLW
Terminal Use Fee		Not Applicable		Per Exhibit B
Loading Bridge Fee	$	15 PER TURN AFTER 91 el FLIGHT Arrival	$	15.00 per turn
(LBF for Signatory included in Ramp Fee)

Security Fee
2020	$	0.25	$	0.31	per enplaned passenger
2021	$	0.50	$	0.63	per enplaned passenger
2022	$	0.75	$	0.94	per enplaned passenger
2023	$	1.00	$	1.25	per enplaned passenger
Unimproved Land Rent	$	10.00	$	10.00	per square foot
Passenger Facility Charge	$	4.50	$	4.50	per enplaned passenger

Discount Programs for Scheduled Service

Scheduled Service-Ramp Fee Discount
0-70 Arrivals per week	0% discount
71-77 Arrivals per week	25% discount
78-84 Arrivals per week	50% discount
85-91 Arrivals per week	75% discount
92+Arrivals per week	100% discount

Fuel Flowage Fee Discount
1-250,000 Gallons purchased	$	0.03 per gallon
250,001-500,000 Gallons purchased	$	0.025 per gallon
500,001-750,000 Gallons purchased	$	0.020 per gallon
750,000 + Gallons purchased	$	0.015 per gallon

Other Fees
Federal Inspection Services	per schedule
Utilities	proportionate share

Aircraft Parking Fee

Signatory Airlines will be assessed an aircraft parking fee when remaining on the ramp beyond 12 hours or remaining overnight between the hours of 2100 and 0300.

AIRCRAFT SIZE	0-12 HOURS OR FRACTION		13-24 HOURS OR FRACTION		ADDL 24 HOURS OR FRACTION
0-50,001 MGLW	$	10.00	$	22.50	$	15.63
50,002 + MGLW(per1,000 lbs)	$	0.211	$	0.473	$	0.329

Definitions

Signatory Airline- A certified scheduled service airline utitilizing aircraft with a seating capacity of 31 seats or more that has signed a lease (or permit) for a minimum rental of 500 square feet for a least one (1) year and has at least one daily departure and/or guarantees 217 available seats per week for the duration of the service agreed upon while maintaining minimum service levels agreed upon during the term of its agreement (the “Signatory Airline Requirements”).

Landing - any landing at the Airport by an aircraft, but does not include a landing by an aircraft that returns to the airport because of weather, mechanical, operational, or other emergency or precautionary reasons.

Resolutions: 2002-38, 2002-59, 2004-84, 2009-136, 2010-81

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EX-10.10

Exhibit 10.10

Lease No.: C010681

Cust. No.: GLBC30

Doc. Name: GLBC10681

LEASE AGREEMENT BETWEEN MIAMI-DADE COUNTY, FLORIDA, AS LESSOR, AND GLOBAL CROSSING AIRLINES LLC, AS LESSEE, MIAMI INTERNATIONAL AIRPORT

THIS LEASE AGREEMENT (“Agreement”) is made and entered into as of the 10^th day of December, 2018, by and between MIAMI-DADE COUNTY, a political subdivision of the State of Florida (“County”), and GLOBAL CROSSING AIRLINES LLC, a Florida limited liability (“Lessee”).

WITNESSETH:

FOR, and in consideration of the premises and of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE 1

Term and Premises

1.01 Term: The County hereby leases to the Lessee, and the Lessee hereby leases from the County, for a term of Month-to-Month, not to exceed three (3) years, commencing on November 1, 2018, cancellable by either party upon 30 days advance written notice to the other party, the premises described in Article 1.02 (the “Premises”) for the purposes and uses set forth in Article 2 (“Use of Premises”) hereof.

1.02 Premises: The Premises leased herein are located in Building 919 (5A) on the Northside Area of Miami International Airport (“Airport”), and are more particularly described as follows and as shown on Exhibit D, dated November 1, 2018, attached hereto and made a part hereof (“Premises”):

Building	Exhibit	ID #	Description	Sq. Ft.
919	D	8919476	A/C Office Space	1,147

1.03 Suitability of Premises: The Lessee acknowledges that the Premises are suitable for the Lessee’s proposed use and that the County has no obligation to perform or cause to be performed any maintenance, repairs, clean-ups, painting, or the like. The Lessee’s obligation under this Agreement, such as in Article 6.01(B) (Permits and Licenses), to obtain all operating permits required of the Lessee, shall not require the County to take any action or perform any tasks within the Premises to enable the Lessee to obtain such permits, including, but not limited to, certificates of occupancy, which shall remain the Lessee’s exclusive obligation to perform in order to obtain such permits.

- 1 -

1.04 Relocation of Premises: The Premises are subject to relocation, modification, or deletion, at the sole discretion of the Aviation Department of the County (“Department”) and this Agreement may be administratively revised to reflect such relocation, modification, or deletion upon 30 days written notice to the Lessee by the Department. Relocated space may not be similar in size, configuration or location to the Premises leased herein.

ARTICLE 2

Use of Premises

The Lessee shall use the Premises for the following purposes only:

The Premises shall be used for executive and administrative support offices only in connection with the airline business activities of the Lessee.

ARTICLE 3

Rentals and Payments

3.01 Rental: As annual rental for the lease of the Premises, the Lessee shall pay to the County, the sum of $14,911.00, plus applicable state sales taxes, payable in twelve (12) equal monthly installment of $1,242.58 in U.S. funds, on the first day of each and every month in advance, without billing or demand, at the offices of the Department as set forth in Article 3.06 (Methods of Payments). Said rental is computed as follows:

DESCRIPTION	ID NUMBER		SQ. FT.		RATE*		ANNUAL		MONTHLY
A/C Office Ste #’s 474-475		8919476		1,147	$	13.00	$	14,911.00	$	1,242.58
Total							$	14,911.00	$	1,242.58

Plus state sales taxes, as required by law.

* The stated rate includes common area janitorial, maintenance and access to common area parking. It does not include utilities, electric, water & sewer, trash removal, and other janitorial services to Lessee’s leasehold.

3.02 Security Deposit: Prior to occupancy of the Premises, the Lessee shall pay to the County an amount equal to two times the required total monthly rental as determined pursuant to Article 3.01 above, plus applicable state sales tax thereon, as security for the payment of the Lessee’s obligations hereunder. Said deposit shall be in addition to any rental payments required hereunder, and the Department shall be entitled to apply such payment to any debt of the Lessee to the Department that may then exist, as permitted by law, including but not limited to the rentals required hereunder. In lieu of the security deposit being made in cash, the Department, in its sole discretion, may authorize the Lessee to provide an irrevocable Letter of Credit, in a form provided by the Department, in like amount. The amount of the security deposit

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is subject to adjustment by the Department at any time there is a change in the annual or monthly rentals pursuant to the terms of this Agreement; provided further, that the Department shall have the right to demand an increase in the security deposit requirement of up to an additional four months rental to provide the Department with adequate assurance of the Lessee’s payment of its obligations, which assurance is required because of the Lessee’s defaults in the timely payment of rents, fees and charges due hereunder, or because the Department has reason to believe, based on published reports, that the Lessee’s future ability to pay such rentals, fees and charges, on a timely basis, is in jeopardy.

3.03 Common Use Service Charge: In addition to the monthly rentals required herein, the Lessee shall pay each month during the term of this Agreement an applicable portion of the costs incurred by the County in providing certain common use services for the benefit of the Lessee, including, but not necessarily limited to, security, servicing dumpsters provided by the Department pursuant to Article 4.02 (Removal of Trash) and janitorial services, as applicable and actually used by or provided to the Lessee. Such costs, including administrative costs, shall be determined by the Department and billed periodically. These services charges shall be adjusted and billed retroactively from time to time based on changes in usages and in costs to the County.

3.04 Rental Rate Review: On October 1 of each year of the term of this Agreement, or such other date as may be established by the Board of County Commissioners, the rental rates applicable to the Premises as stated in Article 3.01 (Rental) above shall be subject to review and adjustment in accordance with the adjustment of rental rates for the entire Airport. When such rental rate adjustments are approved by the Board of County Commissioners, and new or revised rental rates applicable in whole or in part to the Premises are established, the Department shall notify the Lessee in writing of such rates and this Agreement shall be considered and deemed to have been administratively amended to incorporate the revised rental rates effective as of such date. Payments for any retroactive rental adjustments shall be due upon billing to the Lessee by the Department and payable by the Lessee within ten calendar days of same.

3.05 Double Rental: In the event that the Lessee remains in possession of the Premises beyond the expiration or termination of this Agreement, the Lessee shall be bound by all of the terms and conditions of this. Agreement to the same extent as if this Agreement were in full force and effect during the time beyond the expiration date of this Agreement. However, during any such possession of the Premises as a holdover tenant after the County has demanded the return of the Premises, the Lessee shall be liable for double rentals for so long as the Lessee remains in possession after such demand, such rentals to be based upon the rental rates applicable from time to time in whole or in part to the Premises.

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3.06 Methods of Payment: The Lessee shall pay, by any of the four methods described in this article, all rentals, fees and charges required by this Agreement:

By mail:

Miami-Dade County Aviation Department

Accounting Division

P.O. Box 526624

Miami, Florida 33152-6624

By hand delivery to the offices of the Department during normal working hours to the following:

Miami-Dade County Aviation Department

4200 N.W. 36 Street

Miami, Florida 33166

By electronic funds transfer for immediate credit via wire transfer to:

Bank: Bank of America

Miami, Florida

ABA Number: 026009593

Swift Code Number: BofAUS3N (effective 11/18/06)

Account Name: Miami-Dade Aviation Department

Bank Account Number: 001180000120

Note: Transaction must include the Aviation Department invoice number(s) of charges to be paid.

By electronic funds transfer for next day credit via the ACH (Automatic Clearing House) to:

Bank: Bank of America

Miami, Florida

ABA Number: 063100277

Account Number: Miami-Dade Aviation Department

Bank Account Number: 001180000120

Note: Transaction must include the Aviation Department invoice number(s) of charges to be paid.

3.07 Late Payment Charge: Late Payment Charge. In the event the Lessee fails to make any payments required to be paid under the provisions of this Lease, within ten (10) days after the same shall become due, interest shall be due and payable on the unpaid payments in the amount of one and one-half percent (1 ^1/2%) per month against the delinquent payment from the original due date pro-rated daily until the Lessor actually receives the payment. Such interest rate shall apply unless the Board of County Commissioners has established a different rate or a specific provision of federal or state law requires otherwise. The right of the Lessor to require payment of such interest and the obligation of the Lessee to pay same shall be in addition to, and not in lieu of, the rights of the Lessor to enforce other provisions herein, including the termination of this lease, and to pursue other remedies provided by law.

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3.08 Dishonored Check or Draft: In the event that the Lessee delivers a dishonored check or draft to the County in payment of any obligation arising under the terms of this Agreement, the Lessee shall incur and pay a service fee of TWENTY-FIVE DOLLARS, if the face value of the dishonored check or draft is $50.00 or less, THIRTY DOLLARS, if the face value of the dishonored check or draft is more than $50.00 and less than $300.00, or FORTY DOLLARS, if the face value of the dishonored check or draft is $300.00 or more, or Five Percent of the face value of such dishonored check or draft, whichever is greater. Further, in such event, the Department may require that future payments required pursuant to this Agreement be made by cashier’s check or other means acceptable to the Department.

3.09 Utilities: Unless the Premises are separately metered and billed directly to the Lessee by the utility company or included in the rental rates and noted in Article 3.01, the Lessee hereby agrees to pay monthly, upon billing by the Department, for utility consumption in the Premises. This monthly charge will be based on a survey conducted by or on behalf of the Department of the utility consumption by the Lessee and/or current nondiscriminatory rates charged others at the Airport. This monthly charge may also be adjusted and billed retroactively, from time to time, based on changes in consumption and rates. The Lessee shall pay for all utilities used by it. In the event the Premises are metered and billed to the Department, the Lessee shall pay for utility consumption based on the metered charge. The County shall have no obligation to provide utilities to the Premises other than those existing as of the effective date of this Agreement.

3.10 Other Fees and Charges: The Lessee acknowledges that the Board of County Commissioners has or will establish or direct the establishment, from time to time, of various fees and charges for the use of various facilities, equipment and services provided by the County and not leased to or specifically provided to the Lessee hereunder, and procedures relating to the payment of same. The Lessee shall pay, upon billing, for its use of such facilities, equipment and services those fees and charges which are billed monthly. For other fees and charges which are based on usage, the Lessee shall, unless otherwise directed by the Department in writing, report its uses of applicable facilities, equipment and services and pay the applicable fees and charges at such frequency and in such manner as may be prescribed by the Department.

ARTICLE 4

Maintenance and Repair by Lessee

4.01 Cleaning: The Lessee shall, at its sole cost and expense, perform orcause to be performed, services which will at all times keep the Premises clean, neat, orderly, sanitary and presentable.

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4.02 Removal of Trash: The Lessee shall, at its sole cost and expense, remove from the Premises all trash and refuse which might accumulate and arise from its use of the Premises and the business operations of the Lessee under this Agreement unless otherwise indicated herein. Such trash and refuse shall be stored temporarily and disposed of in a manner approved by the Department.

4.03 Maintenance and Repairs: The Lessee shall repair and maintain in good condition the Premises and all improvements or alterations thereto, except for those items for which the County is responsible pursuant to Article 5 (Maintenance by County). Such repair and maintenance shall include, but not be limited to, painting, floor coverings, doors, windows, equipment, furnishings, fixtures, appurtenances, replacement of light bulbs, ballasts and tubes and the replacement of all broken glass, and shall at all times be based on a standard of care reflecting prudent property management. Maintenance and repairs shall be in quality and class equal to or better than the original work to preserve the Premises in good order and condition. The Lessee shall repair all damage caused by the Lessee and its employees, agents, independent contractors, patrons, servants or invitees. Prior to or at termination of this Agreement, injury done by the installation or removal of furniture and personal property of the Lessee shall be repaired so as to restore the Premises to their original state, except as the Premises may have been altered by the Lessee with the approval of the Department pursuant to Article 7.01 (Alteration), and to quit and surrender up the Premises in the same good order and condition as it was at the commencement of this Agreement, reasonable wear and tear and damage caused by an Act of God excepted; provided however, that such return of the Premises under this Article 4.03 shall not relieve the Lessee of its obligations for damages to the Premises that may be specifically provided elsewhere in this Agreement.

4.04 Modifications or Access to Roof: The Lessee covenants that it shall not install, attach, suspend or in any manner modify the roof, its members or structures nor shall it permit any person to walk on the roof or its members without the prior written consent of the Department. In the event Lessee violates this covenant, the duty of the County to pay for maintaining, repairing or replacing the roof or any portion thereof shall be null and void, and any expense for such maintenance, repair or replacement shall be the sole and exclusive obligation of the Lessee.

4.05 Inspections: The Department and/or its designated representatives shall have the right, during normal working hours, to inspect the Premises to identify those items of maintenance, repair, replacement, modification and refurbishment required of the Lessee or the County, pursuant to Article 5 (Maintenance by County), to keep the Premises in good order and condition. The Lessee shall perform all corrective work required of it, identified in such inspection(s) within 30 days of receipt of written notice from the Department. Trash and debris problems shall be corrected within 24 hours following receipt of either oral or written notice from the Department.

4.06 Failure to Maintain: If it is determined by the Department that the Lessee has failed to properly clean, remove trash and refuse, maintain, repair, replace and refurbish the Premises as required by this Article 4 (Maintenance and Repair by Lessee), the Department shall provide to the Lessee a list of deficiencies, reflecting the

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amount of time to be reasonably allowed for the Lessee to correct same. If the Lessee fails to correct such deficiencies within the time allowed and has not registered an objection as to its obligation to do so, the Department, following 10 days further notice to the Lessee, may enter upon the Premises and perform all work, which, in the judgment of the Department, may be necessary and the County shall add the cost of such work, plus 25% for administrative costs, to the rent due hereunder on the first day of the month following the date of such work, and such cost shall be and constitute a part of the rent. Subsequent to receipt of the further notice of intent to perform repairs or cleanup from the Department, the Lessee shall not undertake performance of such repairs or cleanup without specific prior written authorization from the Department.

ARTICLE 5

Maintenance by County

5.01 County Maintenance: The County shall operate and maintain in good condition all components of the existing water, sanitary sewerage and storm water drainage facilities that lie outside the boundaries of the Premises. The County shall have no maintenance responsibility within the Premises. If any of such facilities are damaged or destroyed by the operations of the Lessee, the Department shall make the necessary repairs or replacements and shall bill the Lessee for the costs of same, plus 25% for administrative costs, in the manner specified in Article 4.06 (Failure to Maintain) hereof.

5.02 County Maintenance Subject to Certain Conditions: Such maintenance by the County may be subject to interruption caused by repairs, strikes, lockouts, labor controversies, inability to obtain, fuel, power or parts, accidents, breakdowns, catastrophes, national or local emergencies, acts of God, and other conditions beyond the control of the County. Upon any such happening, the Lessee shall have no claim for damages for the County’s failure to furnish or to furnish in a timely manner any such maintenance; provided, however, that the Department, in its sole discretion, may provide a rent abatement for that portion of the Premises rendered unusable for the period of time that the County is unable to make the repairs required by Article 5.01 (County Maintenance). The County shall exercise reasonable diligence to remedy and/or cure any such interruptions to the extent such interruptions are within the County’s control.

ARTICLE 6

Regulations, Licenses and Permits

6.01 Rules and Regulations—General:

(A) The Lessee shall comply with all Ordinances of the County, including the Rules and Regulations of the Department, Chapter 25, Code of Miami-Dade County, Florida, as the same may be amended from time to time, Operational Directives issued there under, ail additional laws, statutes, ordinances, regulations and rules of the Federal, State and County Governments, and any and all plans and programs developed in compliance therewith, which may be applicable to its operations or activities under this Agreement, specifically including, without limiting the generality hereof, Federal air and safety laws and regulations and Federal, State and County environmental laws.

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(B) Permits and Licenses:

(1) The Lessee, at its sole cost and expense, shall be liable and responsible for obtaining, paying for, maintaining on a current basis, and fully complying with, any and all permits, licenses and other governmental authorizations, however designated, as may be required, at any time throughout the entire term of this Agreement, by any Federal, State, or County governmental entity or any judicial body having jurisdiction over the Lessee or the Lessee’s operations and activities, for any activity of the Lessee conducted on the Premises and for any and all operations conducted by the Lessee, including insuring that all legal requirements, permits and licenses necessary for or resulting, directly or indirectly, from the Lessee’s operations and activities on the Premises have been obtained and are being fully complied with.

(2) Such permits and licenses shall include, but not be limited to, a Certificate of Use and Occupancy and any required Industrial Waste or Operating Permits from the Miami-Dade County, Regulatory and Economic Resources (RER). Prior to occupancy of the Premises and commencement of operations under this Agreement, the Lessee shall provide to the Department evidence that it has obtained the Certificate of Use and Occupancy and, as applicable, the appropriate operating Waste Permit(s). Upon written request of the Department, the Lessee shall provide to the Department copies of any permits and licenses, and applications therefor, which the Department may request.

(C) Violations of Rules and Regulations: The Lessee agrees to pay on behalf of the County any penalty, assessment or fine issued against the County, or to defend in the name of the County any claim, assessment or civil action, which may be presented or initiated by any agency or officer of the Federal, State or County governments, based in whole or substantial part upon a claim or allegation that the Lessee, its agents, employees, invitees, or trespassers have violated any law, ordinance, regulation, rule or directive described in Article 6.01 (Rules and Regulations—General) above or any plan or program developed in compliance therewith. The Lessee further agrees that the substance of this Article 6.01 (Rules and Regulations—General) above shall be included in every sublease, contract and other agreement, which the Lessee may enter into related to its operations and activities under this Agreement and that any such sublease, contract and other agreement shall specifically provide that “Miami-Dade County, Florida is a third party beneficiary of this and related provisions.” This provision shall not constitute a waiver of any other conditions of this Agreement prohibiting or limiting assignments, subletting or subcontracting.

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6.02 Aircraft Noise Abatement Regulations Compliance: The Lessee hereby specifically acknowledges its awareness that the noise generated by aircraft, while on the ground and in flight, may cause annoyance to residential areas in proximity to the Airport and/or under or near flight corridors serving the Airport and that the County, as proprietor of the Airport, may, therefore, from time to time adopt certain lawful policies, procedures and/or regulations, not inconsistent with the Airport Noise and Capacity Act of 1990, unless otherwise approved by the Federal Aviation Administration, and not inconsistent with aircraft safety, intended to abate the effects of aircraft noise. Said policies, procedures and/or regulations may deal with, but are not necessarily limited to, nighttime engine run-ups, preferential runway usage, aircraft arrival and departure patterns, use of displaced runway thresholds, and the like. The Lessee specifically understands and agrees that a violation of such noise abatement policies, procedures and/or regulations may result in the arrest or citation of the offending party, with the imposition of fines, and that a violation of same shall constitute a material breach hereunder and may result in termination of this Agreement pursuant to the provisions hereof.

ARTICLE 7

Alteration of Premises and Erection of Signs

7.01 Alteration: The Lessee shall not alter the Premises in any manner whatsoever without the prior written approval of the Department. In the event the Lessee is given approval to make alterations to the Premises, the Lessee shall comply with the terms and conditions of such approval, as contained in the Department’s approval letter, and in accordance with Article 6 (Regulations, Licenses and Permits) and a failure to do so shall constitute a default pursuant to Article 13.03 (Other Defaults) hereof.

7.02 Signage: The Lessee shall not erect, maintain or display any identifying signs or any advertising matter, of any type or kind, which is visible to the public, without prior written approval of the Department. In the event the Department changes the graphics system for the identification of lessees at the Airport, the Lessee agrees, if required by the Department, to change, at its sole cost, any of its identification signs necessary to comply with such graphics system.

ARTICLE 8

Environmental Compliance

8.01 Definitions: For purposes of this Agreement, the following additional definitions apply:

(A) “Baseline Environmental Conditions” means the presence or release of Hazardous Materials, at, on, under, or from the Premises prior to Lessee’s Occupancy Date, the presence or release of which was not caused by Lessee or Lessee’s agents, employees, contractors, invitees

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or trespassers. Solely for purposes of this Agreement, it shall be presumed that the Baseline Environmental Conditions consist of the conditions identified in any existing (as of the date of this Agreement) Miami-Dade County maintained records, including contamination assessment reports and any other technical reports, data bases, remedial action plans, the Baseline Audit or the presence, discharge, disposal or release of any other Hazardous Materials originating prior to the Occupancy Date that comes to be located on the Premises and not caused by Lessee or Lessee’s agents, employees, contractors, invitees or trespassers.

(B) “Environmental Claim” means any investigative, enforcement, cleanup, removal, containment, remedial or other private, governmental or regulatory action at any time threatened, instituted or completed pursuant to any applicable Environmental Requirement, against Lessee with respect to its operations at Miami International Airport or against or with respect to the Premises or any condition, use or activity on the Premises (including any such action against County), and any claim at any time threatened or made by any person against Lessee with respect to its operations at Miami International Airport or against or with respect to the Premises or any condition, use or activity on the Premises (including any such claim against County), relating to damage, contribution, cost recovery, compensation, loss or injury resulting from or in any way arising in connection with any Hazardous Material or any applicable Environmental Requirement.

(C) “Environmental Law” means any applicable federal, state or local law, statute, ordinance, code, rule, or regulation, or license, authorization, decision, order, injunction, or decree, any of which may be issued by a judicial or regulatory body of competent jurisdiction, or rule of common law including, without limitation, actions in nuisance or trespass, and any judicial or agency interpretation of any of the foregoing, which pertains to health, safety, any Hazardous Material, or the environment (including but not limited to ground or air or water or noise pollution or contamination, and underground or aboveground tanks) and shall include without limitation, the Solid Waste Disposal Act, 42 U.S.C. § 6901 et seq.; the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C § 9601 et seq. (“CERCLA”), as amended by the Superfund Amendments and Reauthorization Act of 1986 (“SARA”); the Hazardous Materials Transportation Act 49 U.S.C. § 1801 et seq.; the Federal Water Pollution Control Act, 33 U.S.C.§ 1251 et seq.; the Clean Air Act 42 U.S.C. § 7401 et seq.; the Toxic Materials Control Act 15 U.S.C. § 2601 et seq.; the Safe Drinking Water Act, 42 U.S.C. § 300f et seq.; Chapters 403, 376 and 373, Florida Statutes; Chapters 24 and 25 of Miami-Dade County Code, and any other applicable local, state or federal environmental statutes, codes, or ordinances, and all rules, regulations, orders and decrees now or hereafter promulgated under any of the foregoing, as any of the foregoing now exist or may be changed or amended or come into effect in the future.

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(D) “Environmental Requirement” means any Environmental Law, or any agreement or restriction entered into or applicable by law (including but not limited to any condition or requirement imposed by any insurance or surety company), as the same now exists or may be changed or amended or come into effect in the future, which pertains to health, safety, any Hazardous Material, or the environment, including but not limited to ground or air or water or noise pollution or contamination, and underground or aboveground tanks.

With regard to any environmental agreements or restrictions entered into by MDAD, MDAD agrees to use reasonable efforts to apprise the Miami Airport Affairs Committee (the “MAAC”), which represents the interests of the airlines at the Airport, of any such agreements or restrictions and to obtain the MAAC’s input into such items.

(E) “Hazardous Material” means any substance, whether solid, liquid or gaseous, which is listed, defined or regulated as a hazardous substance, a hazardous waste or pesticide, or otherwise classified as hazardous or toxic, in or pursuant to any applicable Environmental Requirement; or which is or contains asbestos, radon, any polychlorinated biphenyl, urea formaldehyde foam insulation, explosive or radioactive material, or motor fuel or other petroleum hydrocarbons; or which causes or poses a threat to cause contamination or a nuisance on the Premises, any adjacent Premises or a hazard to the environment or to the health or safety of persons on the Premises or Other Airport Property.

(F) “Initial Construction Period” means for any lease which contemplates construction or renovation for Premises not previously occupied in whole or in part by Lessee under this Agreement and/or any previous Agreement, a period of time not to exceed six (6) months commencing with the date on which Lessee breaks ground on the Premises for construction of foundations or commences such renovation.

(G) “Occupancy Date” means the date Lessee first entered, occupied or took possession of the Premises under any written or verbal agreement.

(H) “On” or “in” when used with respect to the Premises or any premises adjacent to the Premises, means “on, in, under, above or about.”

(I) “Other Airport Property” means property on the Airport occupied or usedby Lessee, or upon which Lessee performs operations, but which is not subject to a lease, sublease or other legal agreement governing theterms of Lessee’s occupation, use or operations at such property.

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(J) “Recognized Environmental Condition” shall have the meaning set forth in ASTM E 1527-05, Section 1.1.1, as such provision may be amended or superseded from time to time.

(K) “Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment.

(L) “Remediation” means any investigation, clean-up, removal action, remedial action, restoration, repair, response action, corrective action, monitoring, sampling and analysis, installation, reclamation, closure, or post-closure in connection with the suspected, threatened or actual release of Hazardous Materials.

(M) “Trespassers” means third-parties who have entered the Premises and whose actions while on the Premises have resulted in Release of Hazardous Materials directly onto the Premises. Notwithstanding the foregoing, for purposes of this Agreement, Trespassers shall not include those third parties whose actions took place off of the Premises and which resulted in the presence of Hazardous Materials on the Premises due to the migration of Hazardous Materials from that off-Premises location.

8.02 Lessee’s Industrial Classification: Lessee represents and warrants to County that Lessee’s Standard Industrial Classification (“SIC”) code number, as published in the most recent SIC Manual from the United States Office of Management and Budget, and as used on Lessee’s Federal Tax Return is                                     .

8.03 Lessee’s Acceptance of the Risks and Condition of Premises As-ls: Lessee agrees that the Premises shall be leased and delivered to Lessee in its current “as-is/with all faults” condition (but it is not intended by this provision that County be relieved from its duties expressly set forth in this Agreement or any other applicable agreement). Lessee hereby, warrants, covenants, agrees, and acknowledges that:

(A) Hazardous Materials may be present on the Premises and Other Airport Property. The County is currently engaged in a significant environmental remediation program at MIA.

(B) Under Article 8.06 below, Lessee is provided the opportunity to conduct an independent investigation of the Premises and the physical condition thereof, including the potential presence of any Hazardous Materials on or about the Premises. Lessee’s report on the investigation, if any such report has been prepared, has been provided to the County and is listed in Exhibit K-03 attached to this Agreement. Whether Lessee has conducted such an investigation or not, Lessee is willing to proceed with this Agreement notwithstanding the environmental conditions of the premises or the properties surrounding the premises, subject to Lessee’s right to terminate this Agreement as otherwise provided herein.

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(C) Because of the possible presence of environmental contaminants on the Premises or other Airport property, County has made no express, implied, or other representations of any kind with respect to the suitability or usability of the Premises or other Airport Property, or any improvements appurtenant thereto, including, without limitation, the suitability or usability of any building materials, building systems, soils or groundwater conditions (due to the presence of Hazardous Materials in, on, under, or about the Premises or other Airport property), for Lessee’s proposed or intended use, and Lessee has relied solely on Lessee’s own inspection and examination of such matters.

(D) Except as to County’s obligations set forth in this Article or elsewhere in this Agreement, Lessee expressly assumes the risk that Hazardous Materials that are or may be present on the Premises at the commencement of this Agreement may affect the suitability or usability of the Premises for Lessee’s proposed or intended use. Lessee agrees that, except to the extent of County’s Remediation obligations provided in this Article 8, or any other discharge, disposal or release of Hazardous Materials or violation of Environmental Requirements, caused by County, its agents, employees or contractors and except with respect to Baseline Environmental Conditions, County shall have no responsibility or liability with respect to any Hazardous Materials on the Premises. Notwithstanding the foregoing, in no event shall County be liable to Lessee for damages relating to physical or personal injury, business interruptions relocation costs or any other cost (other than a cost for which County is liable under this Article 8) resulting from the presence of Hazardous Materials on the Premises at any time during this Agreement.

8.04 Responsibilities for Hazardous Materials:

(A) Unless the parties agree otherwise in writing, the County shall conduct response actions mandated by existing Environmental Requirements applicable to the County for (i) Hazardous Materials disclosed in the Lessee Audit to the extent required by Article 8.06 and (ii) Baseline Environmental Conditions, provided however that:

(1) To the extent this Agreement covers Premises not previously occupied by Lessee and if this Agreement contemplates construction or renovation by the Lessee, any Hazardous Material discovered during the Initial Construction Period as defined in Article 8.01(F), shall be presumed to be a Baseline Environmental Condition under this Agreement except to the extent the Aviation Department demonstrates to the satisfaction of Lessee by written notice setting forth the Aviation Department’s explanation as to why the Hazardous Material originated

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from a discharge, disposal or release that was caused by Lessee, Lessee’s agents, employees, contractors, invitees or Trespassers. Should Lessee determine that such a demonstration has not been made to Lessee’s satisfaction, County may invoke the dispute resolution provision of 8.16. Until such time as the parties reach an agreement or such time as the dispute is otherwise resolved, responsibility for such Hazardous Material shall remain with the Aviation Department.

(2) To the extent this Agreement covers premises previously occupied by Lessee, and except for Baseline Environmental Conditions, Remediation of any Hazardous Material discovered on the Premises shall be the responsibility of the Lessee, except to the extent that Lessee demonstrates to the satisfaction of Aviation Department Management by written notice setting forth Lessee’s explanation as to why the Hazardous Material originated from (1) a discharge, disposal or release outside of the Premises, unless such discharge, disposal or release was caused by Lessee, Lessee’s agents, employees, contractors or invitees. (2) a discharge, disposal or release of Hazardous Material on the Premises prior to the date upon which Lessee first occupied the premises and not caused by Lessee or Lessee’s agents, employees, contractors, invitees or Trespassers; or (3) a discharge, disposal or release caused by the County, its agents, employees, contractors or any third party. Should the Aviation Department determine that such a demonstration has not been made to Aviation Department’s satisfaction, Lessee may invoke the dispute resolution provision of 8.16. Until such time as the parties reach an agreement or such time as the dispute is otherwise resolved, responsibility for such Hazardous Material shall remain with Lessee.

(B) County’s responsibility for Remediation under this Article 8.04 shall be limited to the Recognized Environmental Conditions required to be remediated under applicable Environmental Requirements. If County is permitted to leave any Hazardous Material in place under applicable Environmental Requirements, County shall have the option of so doing, unless a governmental authority requires at any time the removal of Hazardous Materials for Lessee to be able to continue with construction or occupancy of the Premises. The County shall notify Lessee of any such decision to leave Hazardous Material in place.

(C) (1) To the extent they exist, the County has made available to Lessee a listing of contamination assessment reports and remedial action plans regarding any soil and groundwater contamination at the Premises. Such list is found on Exhibit K-03 to this Agreement. The County may have already installed or may have plans to install remediation systems to clean up the contamination described in such reports to the extent they exist. Lessee agrees that during the term of the Agreement, County’s authorized representatives shall have the right to enter the Premises in order to operate, inspect, maintain, relocate and replace any such

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installed systems. Without limiting the generality of the foregoing, the County shall have the right to: (a) install, use, monitor, remove (or, in connection with monitoring wells, abandon in place in accordance with applicable governmental regulations) soil borings, treatment systems, pumps, monitoring wells, and associated equipment; (b) construct, maintain, and ultimately remove various mechanical devices designed to aid in the monitoring and remediating effort; and (c) undertake such related activities as the Aviation Department or other governmental authorities may require or recommend, utilizing such methods as the Aviation Department or the applicable governmental authorities may elect in order to remediate the contamination described in any such reports.

(2) County shall utilize reasonable efforts to minimize any disturbance of the Lessee’s use of the Premises caused by any Remediation it undertakes and shall provide Lessee prior written notice of such Remediation. Lessee agrees that it shall not unreasonably interfere with or obstruct such Remediation. County and Lessee each agree to take such action as may be reasonable to coordinate their operations so as to minimize any interference with the other party. If vehicles, equipment, or materials belonging to the Lessee have to be temporarily relocated to permit the Remediation to be performed, the Lessee will effect such relocation at no expense to the County. Attached to Exhibit K-03 is a site sketch of the Premises describing any existing or currently planned Remediation equipment and depicting the current and proposed future location of such equipment.

(3) If Remediation equipment or materials need to be temporarily stored in a secure location on the Premises, the Lessee will provide reasonable storage inside the building on the Premises for such equipment and materials at no expense to the County, provided, however, that Lessee shall bear no liability and otherwise shall have no responsibility for any theft of and/or damage to such equipment or materials so stored, to the extent Lessee took reasonable measures to prevent, such theft and/or damage and such theft and/or damage was not caused by Lessee or Lessee’s employees. To the extent that water and electrical service within the Premises are not metered and the Lessee does not pay for such services directly, the Lessee will provide the County with water and electrical service from the Premises in connection with the Remediation, without charge. The Lessee acknowledges the Remediation may be conducted at the locations depicted on the site sketch attached to Exhibit K-03 at any time during the term of the Agreement and may continue until such time as a no further action letter is obtained from the appropriate regulatory authorities.

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8.05 Baseline Audit: The County has provided Lessee with a copy of an environmental audit of the Premises, conducted to identify any Recognized Environmental Conditions associated with the Premises, which audit may include analyses of soil and groundwater samples (the initial “Baseline Audit”). Except to the extent Lessee previously occupied the Premises, the County shall be responsible for any Recognized Environmental Conditions within the meaning of ASTM E 1527-05, or most recent version, disclosed by the Baseline Audit. Except to the extent Lessee previously occupied the Premises, Lessee may terminate this Agreement within sixty (60) days of receipt of the Baseline Audit if Lessee, in its sole discretion, determines that the Recognized Environmental Conditions disclosed in such Baseline Audit are unacceptable. To the extent Lessee previously occupied the Premises, Lessee, subject to its right to invoke the dispute resolution provision of 8.16, shall be responsible for all Recognized Environmental Conditions disclosed in the Baseline Audit, which are not otherwise Baseline Environmental Conditions, unless Lessee demonstrates to the County’s satisfaction that the Recognized Environmental Conditions originated from (1) a discharge, disposal or release outside of the Premises, unless such discharge, disposal or release was caused by Lessee, Lessee’s agents employees, contractors or invitees; or (2) a discharge, disposal or release of Hazardous Material on the Premises prior to Lessee’s first occupancy of the Premises and not caused by Lessee, Lessee’s agents, employees, contractors, invitees, or Trespassers.

8.06 Lessee Audit: Lessee, at its sole cost and expense, shall have the right to conduct, within sixty (60) days from the receipt of the Baseline Audit, an environmental inspection of the Premises (the “Lessee Audit”), through an independent environmental consultant approved in writing by County, such approval not to be unreasonably withheld or delayed. If Lessee elects to conduct a Lessee Audit, it shall furnish County a copy of the Lessee Audit within thirty (30) days of Lessee’s receipt of the Lessee Audit. The purpose of the Lessee Audit is to determine whether there are present on the Premises any Recognized Environmental Conditions not identified in the Baseline Audit, any previous audits, or any contamination assessment reports or remedial action plans, to the extent any such documents exist. Within thirty (30) days of receipt of such Lessee Audit, the County shall notify Lessee if it disputes the Recognized Environmental Conditions or the delineation of any subsurface conditions described in the Lessee Audit. If the Lessee Audit reveals any Recognized Environmental Conditions or delineates any subsurface contamination not disclosed in any contamination assessment reports, remedial action plans, or the Baseline Audit, and which are not otherwise considered Baseline Environmental Conditions under the terms of this Agreement, then, except to the extent that Lessee previously occupied the Premises, the County, at its option, shall: (i) allow Lessee to terminate the Agreement, without penalty, within sixty (60) days of receipt of such notice of dispute from the County; or (ii) notify Lessee that it has agreed to be responsible for such Recognized Environmental Conditions and delineated subsurface contamination to the same extent as the County is responsible for the Recognized Environmental Conditions and subsurface contamination disclosed in any contamination assessment reports, remedial action plans and the Baseline Audit. If the County allows Lessee to terminate the Agreement and Lessee elects not to terminate, Lessee’s failure to terminate shall constitute a waiver of 1) Lessee’s rights to terminate its obligations under this Agreement as to any findings in such Lessee Audit, except as to its right to cancel the lease on thirty (30) days’ notice under Article 1.01 (B) and, 2) as provided in Article 8.04, any claim it may have against the County with respect either to Recognized

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Environmental Conditions and subsurface contamination disclosed in such Lessee Audit. To the extent the Lessee previously occupied the Premises, Lessee shall be responsible for all Recognized Environmental Conditions disclosed in the Lessee Audit that are not Baseline Environmental Conditions unless Lessee demonstrates to the satisfaction of Aviation Department Management by written notice setting forth Lessee’s explanation why the Recognized Environmental Conditions originated from (1) a discharge, disposal or release outside of the Premises, unless such discharge, disposal or release was caused by Lessee, Lessee’s agents, employees, contractors, or invitees; (2) a discharge, disposal or release of Hazardous Material on the Premises prior to the Occupancy Date and not caused by Lessee or Lessee’s agents, employees, contractors, invitees or Trespassers; or (3) a discharge, disposal or release caused by County or third party. Should the Aviation Department determine that such a demonstration has not been made to Aviation Department’s satisfaction, Lessee may invoke the dispute resolution provision of 8.16. Until such time as the parties reach an agreement or until such time as the dispute is otherwise resolved, responsibility for such Recognized Environmental Condition shall remain with Lessee.

8.07 Environmental Maintenance of Premises: Except for the obligations of the County under this Article 8, Lessee shall, at its sole cost and expense, keep, maintain and use the Premises, and operate within the Premises at all times, in compliance with all applicable Environmental Laws, and shall maintain the Premises in good and sanitary order, condition, and repair.

8.08 Lessee’s Use of Hazardous Materials: Exhibit K-08 is a complete list of all Hazardous Materials which Lessee currently intends to use on the Premises or Other Airport Property during the term of the Agreement which have been approved by the County, and the use, storage and transportation of which on or about the Premises shall not be subject to County’s approval or objections. Except for those Hazardous Materials listed on Exhibit K-08, Lessee shall not use, store, generate, treat, transport, or dispose of any Hazardous Material on the Premises or Other Airport Property without first providing the County thirty (30) days written notice prior to bringing such Hazardous Material upon the premises. To the extent certain Hazardous Materials are be needed to be used by Lessee on a non-routine basis, such as for emergency repairs, Lessee may provide such notice within twenty-four (24) hours of bringing such Hazardous Material upon the premises. Notwithstanding the foregoing, County may object to the use of any previously approved Hazardous Material should County reasonably determine that the continued use of the Hazardous Material by Lessee presents a material increased risk of site contamination, damage or injury to persons, Premises, resources on or near the Premises or Other Airport Property, or noncompliance due to a change in regulation of such Hazardous Material under applicable Environmental Law. Upon County’s objection, Lessee shall immediately remove the Hazardous Material from the site. This Section 8.08 shall not apply to Hazardous Materials which are not used, generated, treated or disposed of by Lessee but which are otherwise transported by Lessee solely in the course of Lessee’s business, such as cargo operations, and for which Lessee has no knowledge as to the identity of such hazardous materials prior to such transport. County’s objection or failure to object to the use, storage, generation, treatment, transportation, or disposal of

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Hazardous Material under this paragraph, or the exclusion of certain Hazardous Materials under this paragraph, shall not limit or affect Lessee’s obligations under this Agreement, including Lessee’s duty to remedy or remove releases or threatened releases; to comply with applicable Environmental Law and/or Environmental Requirements relating to the use, storage, generation, treatment, transportation, and/or disposal of any such Hazardous Materials; or to indemnify County against any harm or damage caused thereby. Lessee shall promptly and completely answer periodic questionnaires from the County concerning Lessee’s practices regarding the generation, use, storage, and disposal of Hazardous Materials under this Agreement.

8.09 Entry by County:

(A) Notwithstanding any other right of entry granted to County under this Agreement, and subject to the requirements set forth in Article 8.09(B), MDAD shall have the right, at its own expense and upon reasonable notice, to enter the Premises or to have consultants enter the Premises throughout the Term of this Agreement for the purposes of: (1) determining whether the Premises are in conformity with applicable Environmental Law; (2) conducting an environmental review or investigation of the Premises; (3) determining whether Lessee has complied with the applicable environmental requirements of this Agreement; (4) determining the corrective measures, if any, required of Lessee to ensure the safe use, storage, and disposal of Hazardous Materials; or (5) removing Hazardous Materials (except to the extent used, stored, generated, treated, transported, or disposed of by Lessee in compliance with applicable Environmental Requirements and the terms of this Agreement). Lessee agrees to provide access and reasonable assistance for such inspections. MDAD shall use its best efforts to reasonably minimize interruptions of business operations on the Premises.

(B) Such inspections may include, but are not limited to, entering the Premises or adjacent property with drill rigs or other machinery for the purpose of obtaining laboratory samples of environmental conditions or soil or groundwater conditions. Lessee shall have the right to collect split samples of any samples collected by MDAD, MDAD shall not be limited in the number of such inspections during the Term of this Agreement MDAD will conduct such inspections during Lessee’s normal business hours, but MDAD may conduct such inspections in other than normal business hours if the circumstances so require. For inspections conducted by MDAD, MDAD agrees to provide Lessee with reasonable notice (not less than twenty four (24) hours) prior to inspecting the Premises; provided however, that such notice period shall not apply under circumstances in which MDAD reasonably determines that there exists an immediate threat to the health, safety, or welfare of any persons. Based on the results of such inspections, should MDAD reasonably determine that Hazardous Materials have been released, discharged, stored, or used on the Premises in violation of the terms of this Agreement, Lessee shall, in

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a timely manner, at its expense, remove such Hazardous Materials in a manner not inconsistent with applicable Environmental Law and otherwise comply with the reasonable recommendations of MDAD and any regulatory authorities related to the results of such inspections. The right granted to MDAD herein to inspect the Premises shall not create a duty on MDAD’s part to inspect the Premises, nor liability of MDAD for Lessee’s use, storage, or disposal of Hazardous Materials, it being understood that Lessee shall be solely responsible for all liability in connection therewith. MDAD shall provide the results of such inspections to the Lessee in a timely manner if requested to do so in writing. Nothing herein shall be construed to limit, restrain, impair or interfere with County’s regulatory authority to conduct inspections and/or the manner in which it conducts such inspections. Lessee shall not be liable or otherwise responsible for any property damage to the Premises or injury to any person caused by County, its agents or consultants during County’s inspection under this Section 8.09.

8.10 Permits and Licenses: The Lessee warrants that it will secure at the times required by issuing authorities all applicable permits or approvals that are required by any governmental authority having lawful jurisdiction to enable Lessee to conduct its obligations under this Agreement. Upon written request, Lessee shall provide to County copies of all permits, licenses, certificates of occupancy, approvals, consent orders, or other authorizations issued to Lessee under applicable Environmental Requirements, as they pertain to the Lessee’s operations on or use of the Premises or Other Airport Property.

8.11 Notice of Discharge to County:

(A) In the event of: (i) the happening of any material event involving the spill, release, leak, seepage, discharge or clean-up of any Hazardous Material on the Premises or Other Airport Property in connection with Lessee’s operation thereon; or (ii) any written Environmental Claim affecting Lessee from any person or entity resulting from Lessee’s use of the Premises or Other Airport Property, then Lessee shall immediately notify County orally within twenty-four (24) hours and in writing within three (3) business days of said notice. If County is reasonably satisfied that Lessee is not promptly commencing the response to either of such events. County shall have the right but not the obligation to enter onto the Premises or to take such other actions as it shall deem reasonably necessary or advisable to clean up, remove, resolve or minimize the impact of or otherwise deal with any such Hazardous Material or Environmental Claim following receipt of any notice from any person or any entity having jurisdiction asserting the existence of any Hazardous Material or an Environmental Claim pertaining to the Premises, which if true, could result in an order, suit or other action against the County. If Lessee is unable to resolve such action in a manner which results in no liability on the part of County, all reasonable costs and expenses incurred by County shall be deemed additional rent due County under this Agreement and shall be payable by Lessee upon demand, except to the extent they relate to a Baseline Environmental Condition.

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(B) With regard to any reporting obligation arising out of Lessee’s operations or during the Agreement, Lessee shall timely notify the State of Florida Department of Environmental Protection, Miami-Dade County Department of Environmental Resources Management, and the United States Environmental Protection Agency, as appropriate, with regard to any and all applicable reporting obligations while simultaneously providing written notice to County.

(C) Within sixty (60) days of execution of this Agreement, Lessee shall submit to County an emergency action plan/contingency plan setting forth in detail Lessee’s procedures for responding to spills, releases, or discharges of Hazardous Materials. The emergency action plan and/or contingency plan shall identify Lessee’s emergency response coordinator and Lessee’s emergency response contractor.

8.12 Reports to County: For any year in which any Hazardous Materials have been used, generated, treated, stored, transported or otherwise been present on or in the Premises, (or on or in other Airport property for purposes related to Lessee’s operations on the Premises), Lessee shall provide County with a written report listing: the Hazardous Materials which were present on the Premises or other Airport property; all releases of Hazardous Material that occurred or were discovered on the Premises or other Airport property and which were required to be reported to regulatory authorities under applicable Environmental Laws; all enforcement actions related to such Hazardous Materials, including all, consent agreements or other non-privileged documents relating to such enforcement actions during that time period. In addition, Lessee shall provide County with copies of any reports filed in accordance with the Emergency Planning and Community Right to Know Act (EPCRA) and shall make available for review upon request by County copies of all manifests for hazardous wastes generated from operations on the Premises. Lessee shall provide the report required under this section to the County by April 1 of each year for the preceding calendar year.

8.13 Periodic Environmental Audits: Lessee shall establish and maintain, at its sole expense, a system to assure and monitor its continued compliance on the Premises with all applicable Environmental Laws, which system shall include, no less than once each year a detailed review of such compliance (the “Environmental Audit”) by such consultant or consultants as County may approve, which approval shall not be unreasonably withheld, delayed or conditioned. Alternatively, if the Aviation Department approves, which approval shall not be unreasonably withheld, delayed, or conditioned, such Environmental Audit may be conducted by Lessee’s personnel but in either case Lessee shall provide County with a copy or summary of its report of its annual Environmental Audit, which shall be consistent with ASTM’s “Practice for Environmental Regulatory Compliance Audits” which shall include in its scope the

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items listed in Exhibit K-13 hereto or other recognized format approved by County. If the Environmental Audit indicates any unresolved violation of any applicable Environmental Law and/or Environmental Requirements, Lessee shall, at the request of County, provide a detailed review of the status of any such violation within thirty (30) days of the County’s request.

8.14 Remediation of Hazardous Material Releases: If Lessee or Lessee’s agents, employees, contractors, invitees or trespassers cause any Hazardous Materials to be released, discharged, or otherwise located on or about the Premises or Other Airport Property during the term of this Agreement (“Hazardous Material Release”), Lessee shall promptly take all actions, at its sole expense and without abatement of rent, as are reasonable and necessary to return the affected portion of the Premises or Other Airport Property and any other affected soil or groundwater to their condition existing prior to the Hazardous Material Release in a manner not inconsistent with applicable Environmental Law. County shall have the right to approve all such remedial work, including, without limitation: (i) the selection of any contractor or consultant Lessee proposes to retain to investigate the nature or extent of such Hazardous Material Release or to perform any such remedial work; (ii) any reports or disclosure statements to be submitted to any governmental authorities prior to the submission of such materials; and (iii) any proposed remediation plan or any material revision thereto prior to submission to any governmental authorities. The County’s approvals shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, County’s prior consent shall not be necessary if a Hazardous Material Release poses an immediate threat to the health, safety, or welfare of any persons and, despite Lessee’s best efforts, it is not practicable to obtain County’s consent before taking remedial action to abate such immediate threat, provided that: (a) Lessee shall notify County as soon as possible and shall thereafter obtain County’s consent as otherwise provided in this paragraph; and (b) Lessee shall take only such action as may be necessary or appropriate to abate such immediate threat and shall otherwise comply with the provisions of this paragraph. In addition to any rights reserved by County in this Agreement, County shall have the right, but not the obligation, to participate with Lessee, Lessee’s consultants and Lessee’s contractors in any meetings with representatives of the governmental authorities and Lessee shall provide County reasonable notice of any such meetings. All remedial work shall be performed in compliance with all applicable Environmental Laws. The County’s consent to any remedial activities undertaken by Lessee shall not be withheld so long as County reasonably determines that such activities will not cause any material adverse long-term or short-term effect on the Premises, or other adjoining property owned by County. Lessee’s obligations in this section do not apply to Baseline Environmental Conditions.

8.15 Indemnity: Lessee shall indemnify, defend (with counsel reasonably satisfactory to County), and hold County, its directors, officers, employees, agents, assigns, and any successors to County’s interest in the Premises, harmless from and against any and all loss, cost, damage, expense (including reasonable attorneys’ fees), claim, cause of action, judgment, penalty, fine, or liability, directly or indirectly, relating to or arising from the use, storage, release, discharge, handling, or presence of

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Hazardous Materials on, under, or about the Premises or Other Airport Property and caused by Lessee, Lessee’s agents, employees, contractors, invitees or trespassers. This indemnification shall include without limitation: (a) personal injury claims; (b) the payment of liens; (c) diminution in the value of the Premises or Other Airport Property; (d) damages for the loss or restriction on use of the Premises or Other Airport Property; (e) sums paid in settlement of claims; (f) reasonable attorneys’ fees, consulting fees, and expert fees, (g) the cost of any investigation of site conditions, and (h) the cost of any repair, cleanup, remedial, removal, or restoration work or detoxification if required by any governmental authorities or deemed necessary in County’s reasonable judgment, but shall not extend to such claims, payment, diminution, damages, sums, fees or costs to the extent caused (i) solely by an act of God or (ii) by the negligent or willful misconduct of the County, its officers, employees, contractors or agents. For any legal proceedings or actions initiated in connection with the Hazardous Materials Release, County shall have the right at its expense but not the obligation to join and participate in such proceedings or actions in which the County is a named party, and control that portion of the proceedings in which it is a named party. County may also negotiate, defend, approve, and appeal any action in which County is named as a party taken or issued by any applicable governmental authorities with regard to a Hazardous Materials Release; provided, however, claims for which Lessee may be liable pursuant to this Article 8.15 shall not be settled without Lessee’s consent. Any costs or expenses incurred by County for which Lessee is responsible under this paragraph or for which Lessee has indemnified County: (i) shall be paid to County on demand, during the term of this Agreement as additional rent; and (ii) from and after the expiration or earlier termination of the Agreement shall be reimbursed by Lessee on demand. Lessee’s obligations pursuant to the foregoing indemnity shall survive the expiration or termination of this Agreement and shall bind Lessee’s successors and assignees and inure to the benefit of County’s successors and assignees. Notwithstanding any other provision of this Agreement, this section 8.15 does not apply to Baseline Environmental Conditions or a discharge, disposal or release caused by the County, its officers, employees, contractors or agents.

(A) This indemnity specifically includes the direct obligation of Lessee to perform, at its sole cost and expense, any remedial or other activities required or ordered by court or agency having competent jurisdiction over the subject matter, or otherwise necessary to avoid or minimize injury or liability to any person, or to prevent the spread of Hazardous Materials.

(B) In addition, because costs of Hazardous Materials discharges are passed on to airlines through the residual rate charging mechanism at Miami International Airport and the charges to Lessee will be increased to offset such costs. Lessee agrees in order to minimize its obligations in this regard to use best efforts to assist the Aviation Department in responding to Hazardous Materials spills in or Airport property reasonably close the Premises used by Lessee by making Lessee’s remediation equipment and personnel available for such emergency remediation activity. However, Lessee may provide such assistance only at the direct request of the Aviation Department and only if Lessee’s remediation equipment is

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intended to be utilized for the Hazardous Material spill at issue and only if Lessee’s personnel have been trained to respond to the Hazardous Material spill at issue. If Lessee is directed to perform any remedial work under this Article 8.15(B) for which it is later determined that Lessee is not responsible, the Aviation Department shall reimburse Lessee for all costs associated with or arising out of Lessee’s performance of such remedial work. Lessee shall cooperate with the Aviation Department in any subsequent effort by the Aviation Department to recover from the responsible parties all costs involved with the remediation effort that utilized Lessee’s equipment and personnel. Lessee shall perform all such work in its own name in accordance with applicable laws. Lessee acknowledges that the County’s regulatory power in this regard is independent of the County’s contractual undertakings herein, and nothing herein shall affect the County’s right in its regulatory capacity to impose its environmental rules, regulations, and authorities upon the Lessee in accordance with the law.

(C) In the event Lessee fails to perform its obligations in Article 8.15(A) above, and without waiving its rights hereunder, County may, at its option, perform such remedial work as described in Article 8.15(A) above, and thereafter seek reimbursement for the costs thereof. In accordance with this Article 8, Lessee shall permit County or its designated representative access to the Premises areas to perform such remedial activities.

(D) Whenever County has incurred costs described in this section as a result of the failure of Lessee to perform its obligations hereunder, Lessee shall, within thirty (30) days of receipt of notice thereof, reimburse County for all such expenses together with interest at the rate of 1 ^1/2 % per month on the outstanding balance commencing on the thirty-first date following Lessee’s receipt of such notice until the date of payment.

(E) To the extent of Lessee’s responsibility under this Article and without limiting its obligations under any other paragraph of this Agreement, and except to the extent of County’s responsibility for environmental conditions set forth in this Article 8, Lessee shall be solely and completely responsible for responding to and complying with any administrative notice, order, request or demand, or any third party claim or demand relating to potential or actual Hazardous Materials contamination on the Premise. Lessee’s responsibility under this paragraph includes but is not limited to responding to such orders on behalf of County and defending against any assertion of County’s financial responsibility or individual duty to perform under such orders. Lessee shall assume, pursuant to the indemnity provision set forth in this Article 8, any liabilities or responsibilities which are assessed against County in any action described under this paragraph.

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8.16 Dispute Resolution: County and Lessee agree that any dispute between them relating to this Article 8 will first be submitted, by written notice, to a designated representative of both County and Lessee who will meet at County’s place of business or other mutually agreeable location, or by teleconference, and confer in an effort to resolve such dispute. Any decision of the representatives will be final and binding on the parties. In the event the representatives are unable to resolve any dispute within ten (10) days after submission to them, either party may refer the dispute to mediation, or institute any other available legal or equitable proceeding in order to resolve the dispute.

8.17 Waiver and Release: Lessee, on behalf of itself and its heirs, successors and assigns, hereby waives, releases, acquits and forever discharges County, its principals, officers, directors, employees, agents, representatives and any other person acting on behalf of the County, and the successors and assigns of any of the preceding, of and from any and all claims, actions, causes of action, demands, rights, damages, costs, expenses or compensation whatsoever, direct or indirect, known or unknown, foreseen or unforeseen, which Lessee or any of its heirs, successors, or assigns now has or which may arise in the future on account of or in any way related to or in connection with any past, present or future physical characteristic or condition of the Premises, including, without limitation, any Hazardous Material in, at, on, under or related to the Premises, or any violation or potential violation of any Environmental Law applicable thereto; provided, however, this Article 8.17 shall not constitute a waiver or release of any obligation of County under this Article 8. Lessee acknowledges that County would not enter into this Agreement without Lessee’s agreement to the waiver and release provided herein.

8.18 No Waiver of Rights, Causes of Actions or Defenses. Notwithstanding any language in this Agreement, including without limitation Articles 8.03, 8.04, 8.05, 8.06, 8.14, 8.15 and 8.16, Lessee does not agree to waive or release any rights, causes of action or defenses it may have against Miami-Dade County or any other party related to allegations made by the County in (i) Case No. 01-8758 CA 25 which has been filed by the County in the Florida Circuit Court of the Eleventh Judicial Circuit, and (ii) a letter dated April 9, 2001, to Lessee and others (who are referred to as “responsible parties” or “RPs”). Nothing herein shall be construed to limit or expand upon any releases previously granted to or exchanged between the parties as a result of judgments or settlements obtained in proceedings between the parties, including, without limitation, settlements in bankruptcy or settlements entered under Case No. 01-8758 CA 25 which has been filed by the County in the Florida Circuit Court of the Eleventh Judicial Circuit.

8.19 Surrender of Premises: Lessee shall surrender the Premises used by Lessee to County upon the expiration or earlier termination of this Agreement free of debris, waste, and Hazardous Materials used, stored, or disposed of by Lessee or its agents, employees, contractors, invitees or Trespassers, or otherwise discharged on the Premises or Other Airport Property for which Lessee is responsible during the term of this Agreement. The Premises shall be surrendered in a condition that complies with all applicable Environmental Requirements, and such other reasonable environmental requirements as may be imposed by County. Lessee shall not be responsible under this section 8.19 to the extent of County’s obligations under this Article 8.

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8.20 Breach: Any breach by Lessee of any provision of this Article 8 shall, after notice and a reasonable opportunity for Lessee to cure, constitute a default of the Agreement and shall entitle County to exercise any and all remedies provided in the Agreement, or as otherwise permitted by law.

8.21 Survivability of Terms: the terms and conditions of this Article 8, including the indemnity, waiver, and release, shall survive the termination of this Agreement.

8.22 Right to Regulate: As provided for in Article 20.12 of this Agreement, nothing within this Article 8 shall be construed to waive or limit, restrain, impair or interfere with the County’s regulatory authority.

ARTICLE 9

Indemnification and Hold Harmless

The Lessee shall indemnify and hold harmless the County and its officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attorneys’ fees and costs of defense, which the County or its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this Agreement or the use of the Premises or the Airport by the Lessee or its employees, agents, servants, partners, principals, invitees, trespassers, contractors, or subcontractors. Lessee shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the County, where applicable, including appellate proceedings, and shall pay costs, judgments and attorney’s fees which may issue thereon. Lessee expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by Lessee shall in no way limit the responsibility to indemnify, keep and save harmless and defend the County or its officers, employees, agents and instrumentalities as herein provided. The County shall give to the Lessee reasonable notice of any such claims or actions. The provisions of this section shall survive the expiration or early termination of this Agreement.

ARTICLE 10

Assignment and Subletting

The Lessee shall not assign, transfer, pledge, or otherwise encumber this Agreement, or sublet all or any portion of the Premises, nor allow others to use the Premises without the express prior written consent of the Department.

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ARTICLE 11

Insurance

11.01 Insurance Required: In addition to such insurance as may be required by law, the Lessee shall maintain, without lapse or material change, for so long as it occupies the Premises, the following insurance:

(A) Commercial General Liability Insurance on a comprehensive basis, including Contractual Liability, to cover the Lessee’s Premises and operations, in an amount not less than $1,000,000 combined single limit per occurrence for bodily injury and property damage. The County must be shown as an additional insured with respect to this coverage.

(B) Automobile Liability Insurance covering all owned, non-owned and hired vehicles used by the Lessee in connection with its operations under this Agreement in an amount not less than:

(1) $5,000,000 combined single limit per occurrence for bodily injury and property damage covering vehicles to be used by the Lessee on the AOA.

(2) $300,000 combined single limit per occurrence for bodily injury and property damage covering vehicles to be used by the Lessee off of the AOA.

(C) [Reserved]

(D) Workers Compensation insurance as required by law.

The insurance coverages required shall include those classifications, as listed in standard liability insurance manuals, which most nearly reflect the operations of the Lessee under this Agreement. All insurance policies required pursuant to the terms of this Agreement shall be issued in companies approved to do business under the laws of the State of Florida. Such companies must be rated no less than “A-” as to management, and no less than “VII” as to strength in accordance with the latest edition of “Best’s Insurance Guide”, published by A.M. Best Company, Inc., or its equivalent, subject to approval of the County Risk Management Division.

11.02 Insurance Certificates Required: Prior to the commencement of operations hereunder and annually thereafter, the Lessee shall furnish or cause to be furnished certificates of insurance to the Department which certificates shall clearly indicate that:

(A) The Lessee has obtained insurance in the types, amounts and classifications as required for strict compliance with this Article;

(B) The policy cancellation notification provisions specify at least 30 days advance written notice of cancellation to the County; and

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(C) The County is named as an additional insured with respect to the Lessee’s public liability policies.

On said insurance certificates, unless specifically shown to be excluded thereon, comprehensive public liability coverage shall include contractual liability, and notification of cancellation shall include notification of material changes in the policies. The County reserves the right to require the Lessee to provide such reasonably amended insurance coverage as it deems necessary or desirable, upon issuance of notice in writing to the Lessee, which notice shall automatically amend this Agreement effective 30 days after such notice.

11.03 Compliance: Compliance with the requirements of this Article 11 (Insurance) shall not relieve the Lessee of its liability under any other portion of this Agreement or any other agreement between the County and the Lessee.

11.04 Right to Examine: The Department reserves the right, upon reasonable notice, to examine the original or true copies of policies of insurance (including but not limited to binders, amendments, exclusions, riders and applications) to determine the true extent of coverage. The Lessee agrees to permit such inspection at the offices of the Department.

11.05 Personal Property: Any personal property of the Lessee or of others placed in the Premises and Airport shall be at the sole risk of the Lessee or the owners thereof, and the County shall not be liable for any loss or damage, except to the extent such loss or damage was caused by the sole active negligence of the County, as limited by Section 768.28, Florida Statutes.

ARTICLE 12

Use of Public Facilities

The County grants to the Lessee, in common with all others desiring to use Building 919 (5A), and only to the extent necessary or reasonably desirable, so long as such use does not conflict with the County’s operation of the Airport, to carry out the rights granted the Lessee hereunder, the nonexclusive privilege to use the roads of egress and ingress, service roads and such other facilities and improvements as may be now in existence or hereafter constructed for the use of persons lawfully using Building 919 (5A); provided, however, that such usage shall be subject to the payment of nondiscriminatory fees and other charges established by the County. Nothing herein contained shall grant to the Lessee the right to use any leasable space or area improved or unimproved which is leased to a third party, or which the County has not leased herein.

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ARTICLE 13

Termination

13.01 Payment Defaults: Failure of the Lessee to make all payments of rentals, fees and charges required to be paid herein when due shall constitute a default, and the County may, at its option terminate this Agreement after seven calendar days notice in writing to the Lessee unless the default be cured within the notice period. Such termination shall not relieve the Lessee of its rental payment obligation for the remaining term of the agreement nor does it constitute a waiver by the Lessor of its rights to recover damages for rental payments for the remaining term of the agreement.

13.02 Insurance Defaults: The County shall have the right, upon seven calendar days written notice to the Lessee, to terminate this Agreement if the Lessee fails to provide evidence of insurance coverage in strict compliance with Article 11 hereof prior to commencement of operations, or fails to provide a renewal of said evidence upon its expiration; provided, however, that such termination shall not be effective if the Lessee provides the required evidence of insurance coverage within the notice period.

13.03 Other Defaults: The County shall have the right, upon 30 calendar days written notice to the Lessee, to terminate this Agreement upon the occurrence of any one or more of the following, unless the same shall have been corrected within such period, or, if correction cannot reasonably be completed within such 30-day period, in the sole discretion of the Department, the Lessee has commenced substantial corrective steps within such 30-day period and diligently pursues same to completion:

(A) Failure of the Lessee to comply with any covenants of this Agreement, other than the covenants to pay rentals, fees and charges when due, and the covenants to provide required evidence of insurance coverage.

(B) The conduct of any business, the performance of any service, or the merchandising of any product or service not specifically authorized herein, by the Lessee.

(C) Failure of the Lessee to comply with any Environmental Law or Environmental Requirement as those terms are defined in Article 8.01 of this Agreement.

13.04 Habitual Default: Notwithstanding the foregoing, in the event that the Lessee has frequently, regularly or repetitively defaulted in the performance of or breached any of the terms, covenants and conditions required herein to be kept and performed by the Lessee, in the sole opinion of the County and regardless of whether the Lessee has cured each individual condition of breach or default as provided in Articles 13.01 (Payment Defaults), 13.02 (Insurance Defaults) and 13.03 (Other Defaults) hereinabove, the Lessee shall be determined by the Director to be an “habitual violator.” At the time that such determination is made, the Department shall issue to the Lessee a written notice advising of such determination and citing the

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circumstances therefor. Such notice shall also advise the Lessee that there shall be no further notice or grace periods to correct any subsequent breach(es) or default(s) and that any subsequent breach(es) or default(s), of whatever nature, taken with all previous breaches and defaults, shall be considered cumulative and, collectively, shall constitute a condition of non-curable default and grounds for immediate termination of this Agreement. In the event of any such subsequent breach or default, the County may cancel this Agreement upon the giving of written notice of termination to the Lessee, such termination to be effective upon the tenth day following the date of receipt thereof and all payments due hereunder shall be payable to said date, and the Lessee shall have no further rights hereunder.

13.05 Termination by Abandonment: This Agreement shall be automatically terminated upon the abandonment by the Lessee of the Premises or the voluntary discontinuance of operations at the Airport for any period of time exceeding 15 consecutive calendar days, unless such abandonment or discontinuance has been caused by strike, labor disturbance, acts of God, civil disturbance or governmental order that prevents the Lessee’s use of the Premises for the purposes authorized in Article 2 (Use of Premises) hereof. Such termination shall not relieve the Lessee of its rental payment obligation for the remaining term of the agreement nor does it constitute a waiver by the Lessor of its rights to recover damages for rental payments for the remaining term of the agreement.

13.06 Actions at Termination: The Lessee shall vacate, quit, surrender up and deliver the Premises to the County on or before the termination date of this Agreement, whether by lapse of time or otherwise. The Lessee shall surrender the Premises in the condition required under Article 4.03 (Maintenance and Repairs) herein. All repairs for which the Lessee is responsible shall be completed prior to surrender. The Lessee shall deliver to the Department all keys to the Premises upon surrender. On or before the termination date of this Agreement, except in the instance of termination pursuant to Article 13.05 (Termination by Abandonment), in which event the Lessee shall be allowed up to five calendar days from date of termination, and provided that the Lessee is not in default in the payment of any rentals, fees or charges required to be paid herein, the Lessee shall remove all of its personal property from the Premises. Any personal property of the Lessee not removed in accordance with this Article may be removed by the Department for storage at the cost of the Lessee. Failure on the part of the Lessee to reclaim its personal property within 30 days from the date of termination shall constitute a gratuitous transfer of title thereof to the County for whatever disposition is deemed to be in the best interest of the County.

The Lessee shall, at its expense, take all actions required by Federal, State and local laws, regulations or codes to remove from the Premises any hazardous substance or environmental contaminant, whether stored in drums, or found in vats, containers, distribution pipelines, or the like. All such substances and contaminants shall be removed by the Lessee in a manner approved and authorized by such Federal, State or local laws, regulations or codes.

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If the County advises the Lessee that it has reasonable grounds to believe that any hazardous substance or environmental contaminant has been released within the Premises or into the ground under the Premises, during the term of this Agreement or during the terms of any prior leases between the Lessee and the County for the same or substantially the same Premises, then the Lessee at its sole cost and expense shall retain an approved environmental consultant to perform whatever environmental assessment may be required to determine the extent of such release. The Lessee shall comply with the recommendations and conclusions, contingent upon County approval, of such consultant regarding environmental clean-up efforts that may be required, and shall comply with any other clean up requirements imposed on the Lessee by Federal, State or local law, regulations or codes.

13.07 Lien Upon Personal Property: In the event of termination for default or upon termination of this Agreement by its term, the County shall have a lien upon all personal property of the Lessee to secure the payment of any unpaid rentals, fees and charges accruing under the terms of this Agreement.

13.08 Right to Show Premises: At any time after the Lessee has been given notice of termination or default, pursuant to Article 13 (Termination) hereof, the County shall have the right to enter on the Premises for the purpose of showing the Premises to prospective tenants or users.

13.09 County Defaults: This Agreement shall be subject to termination by the Lessee in the event of a default by the County in the performance of any covenant or agreement herein required to be performed by the County and the failure of the County to remedy same within a reasonable period of time following receipt of written notice from the Lessee of such default.

13.10 Other Terminations: This Agreement shall be subject to termination by the County or the Lessee in the event of any one or more of the following:

(A) The permanent abandonment of the Airport.

(B) The lawful assumption by the United States Government or any authorized agency thereof, of the operation, control or use of the Airport, or any substantial part or parts thereof, in such a manner as to substantially restrict the Lessee from operating therefrom for a period in excess of 90 consecutive days, provided that nothing contained herein shall be deemed to constitute a waiver by the Lessee of any right it may have against the United States to just compensation in the event of any such assumption.

(C) The issuance by any court of competent jurisdiction of any injunction in any way substantially preventing or restraining the use of the Airport, and the remaining in force of such injunction for a period in excess of 90 days.

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ARTICLE 14

Special Conditions

14.01 Quality of Services: The Lessee shall furnish the services required and authorized, pursuant to Article 2 (Use of Premises) hereof, on a good, prompt and efficient basis and on a fair, equal and not unjustly discriminatory basis to all users thereof.

14.02 Nondiscriminatory Prices: The Lessee shall charge fair, reasonable, customary and not unjustly discriminatory prices for each unit of sale or service; provided, however, that the Lessee may make reasonable, customary and nondiscriminatory discounts, rebates or similar types of price reductions to volume purchasers of the Lessee’s services.

14.03 County’s Obligations: The Lessee, in recognition of the County’s obligation, pursuant to Section 22 of Part V of the Federal Aviation Administration’s standard grant assurances, to enforce the provisions of Articles 14.01 (Quality of Services) and 14.02 (Nondiscriminatory Prices) above, agrees that the Department may, from time to time, promulgate standards, methods and procedures for and monitor and test the provision of services hereunder and may require the Lessee to provide copies of schedules of service charges and the bases for discounts, rebates and similar types of price reductions. Should the Department determine that the Lessee is not in compliance with the provisions of Articles 14.01 (Quality of Services) and 14.02 (Nondiscriminatory Prices) above, the first such occurrence shall be considered a curable default, pursuant to Article 13.03 (Other Defaults) hereof, and subsequent occurrence(s) shall be considered a material breach of this Agreement, entitling the County to the remedies provided in this Agreement or by law.

ARTICLE 15

Equal Employment Opportunity, Nondiscrimination and Affirmative Action

15.01 Equal Employment Opportunity: In accordance with Title 14 Code of Federal Regulation (CFR) Part 152 (Affirmative Action Employment Program), the Lessee shall not discriminate against any employee or applicant for employment because of age, sex, race, color, religion, marital status, place of birth or national origin, ancestry, in accordance with the Americans with Disabilities Act, discriminate against any otherwise qualified employees or applicants for employment with disabilities who can perform the essential functions of the job with or without reasonable accommodation. The Lessee shall take affirmative actions’ to ensure that applicants are employed and that employees are treated during their employment without regard to age, sex, race, color, religion, marital status, place of birth or national origin, ancestry, or disability. Such actions include, but not limited to, the following: Employment, upgrading, transfer or demotion, recruitment advertising, layoff or termination, rates of pay or other forms of compensation, selection for training including apprenticeship.

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The Lessee agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the County setting forth the provisions of this equal Employment Opportunity clause. The Lessee shall comply with all applicable provisions of the Civil Rights Act of 1964; Executive Order 11246 issued September 24, 1965, as amended by Executive Order 113155, revised Order No. 4 issued December 1, 1951, as amended, and the Americans with Disabilities Act. The Age Discrimination in Employment Act effective June 12, 1968, Executive Order 13166 issued August 11, 2000, Improving Access to Services for persons with Limited English Proficiency (LEP), the rules, regulations and relevant orders of the Secretary of Labor, Florida Statues § 112.041, §112.042, §112.043 and the Miami-Dade County Code, Section 11A1 through 13A1, Articles 3 and 4.

The Lessee shall assign responsibility to one of its officials to develop procedures that will assure that the policies of Equal Employment Opportunity and Affirmative Action are understood and implemented.

15.02 Nondiscriminatory Access to Premises: The Lessee, for itself, its sublessees, successors in interest, assigns, and contractors (herein collectively for this Section 15.02 the “Lessee”) , as part of the consideration hereof, does hereby covenant and agree that (1) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subject to discrimination in, the use of the Premises and improvements hereunder, (2) that in the construction of any improvements on, over, or under the Premises hereunder, and the furnishing of services therein or thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, and (3) that the Lessee will use the Premises and improvements in compliance with all other requirements imposed by or pursuant to the List of Nondiscrimination Acts and Authorities attached hereto as Exhibit R-02.

15.03 Breach of Nondiscrimination Covenants: In the event it has been determined that the Lessee has breached any enforceable nondiscrimination covenants contained in Section 15.01 Equal Employment Opportunity and Section 15.02 Nondiscriminatory Access to premises above, pursuant to the complaint procedures contained in the applicable Federal Regulations, and the Lessee fails to comply with the sanctions and/or remedies which have been prescribed, the County shall have the right to terminate this Agreement pursuant to the Termination of the Agreement section hereof.

15.04 Nondiscrimination: During the performance of this Agreement, the Lessee agrees as follows: The Lessee shall, in all solicitations or advertisements for employees placed by or on behalf of the Lessee, state that all qualified applicants will receive consideration for employment without regard to age, sex, race, color, religion, marital status, place of birth or national origin, ancestry physical handicap or disability. The Lessee shall furnish all information and reports required by Executive Order 11246 issued September 24, 1965, as amended by Executive Order 113155, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to the Lessee books, records, accounts by the County and Compliance Review

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Agencies for purposes of investigation to ascertain by the compliance with such rules, regulations, and orders. In the event of the Lessee’s noncompliance with the nondiscrimination clauses of this Agreement or with any of the said rules, regulations, and orders, this Agreement may be canceled, terminated, or suspended in whole or in part in accordance with the Termination of Agreement section hereof and the Lessee may be declared ineligible for further contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, as amended by Executive Order 113155 and such sanctions as may be imposed and remedies invoked as provided in Executive Order 113155 and such sanctions as may be imposed and remedies invoked as provided in Executive Order 11246 as amended or by rules, regulations, and orders of the Secretary of Labor, or as otherwise provided by law.

The Lessee will include Section 15.01 Equal Employment Opportunity and Section 15.02 Nondiscriminatory Access to Premises of this Article in the Lessee sub-contracts in excess of $10,000.00, unless exempted by rules, regulations or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 issued September 24, 1965, as amended by Executive Order 113155, so that such provisions will be binding upon each sub-consultant. The Lessee shall take such action with respect to any sub-contract as the County may direct as a means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Lessee becomes involved in, or is threatened with, litigation with a sub-consultant as the result of such direction by the County or by the United States, the Lessee may request the United States to enter into such litigation to protect the interests of the United States.

15.05 Disability Nondiscrimination Affidavit: By entering into this Agreement with the County and signing the Disability Nondiscrimination Affidavit, the Lessee attests that this is not in violation of the Americans with Disabilities Act of 1990 (and related Acts) or Miami-Dade County Resolution No. R-385-95. If the Lessee or any owner, subsidiary or other firm affiliated with or related to the Lessee is found by the responsible enforcement officer of the Courts or the County to be in violation of the Act or the Resolution, such violation shall render this Contract terminable in accordance with the Termination of Agreement section hereof. This Contract shall be void if the Lessee submits a false affidavit pursuant to this Resolution or the Lessee violated the Act or the Resolution during the term of this Contract, even if the Lessee was not in violation at the time it submitted its affidavit.

15.06 Affirmative Action/Nondiscrimination of Employment Promotion and Procurement Practices: (County Code Section 2-8.1.5): In accordance with the requirements of County Code Section 2-8.1.5, all firms with annual gross revenues in excess of $5 million seeking to contract with Miami-Dade County shall, as a condition of award, have a written Affirmative Action Plan and Procurement Policy on file with the County’s Department of Procurement Management. Said firms must also submit, as a part of their Lease to be filed with the Clerk of the Board, an appropriately completed and signed Affirmative Action Plan/Procurement Policy Affidavit.

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Firms whose Boards of Directors are representative of the population make-up of the nation are exempt from this requirement and must submit, in writing, a detailed listing of their Boards of Directors, showing the race or ethnicity of each board member, to the County’s Department of Procurement Management. Firms claiming exemption must submit, as part of their Lease to be filed with the Clerk of the Board, an appropriately completed and signed Exemption Affidavit in accordance with the County Code Section 2-8.1.5. These submittals shall be subject to periodic reviews to assure that the entities do not discriminate in their employment and procurement practices against minorities and women owned businesses.

It will be the responsibility of each firm to provide verification of their gross annual revenues to determine the requirement for compliance with the County Code Section. Those firms that do not exceed $5 million annual gross revenues must clearly state so in their Lease.

ARTICLE 16

Security and Special Provisions

16.01 Security: The Lessee acknowledges and accepts full responsibility for (i) the security and protection of the Premises, any improvements thereon, its equipment and property on the Airport and (ii) all breaches of federal and Lessor security requirements by Lessee’s employees or those persons for whom Lessee has responsibility under Article 16.02, and (iii) control of access to the AOA through the Premises by persons and vehicles. The Lessee fully understands and acknowledges that any security measures deemed necessary by the Lessee for the protection of said Premises, equipment and property shall be the sole responsibility of the Lessee and shall involve no cost to the County. Lessee is responsible for compliance by its employees and all others for whom it is responsible with applicable security requirements relating to access, through Lessee’s Premises or otherwise, to the AOA or any Security Identification Display Area (“SIDA”). All such security measures by the Lessee shall be in accordance with FAR 107, 49 CFR Part 1542 and the Airport Security Plan.

16.02 Security Identification Display Areas Access - Identification Badges: The Lessee shall be responsible for (i) assuring that all of Lessee’s employees, and all employees and persons of entities using the Premises or a SIDA on behalf of Lessee (collectively herein, the “SIDA Users”), have appropriate SIDA Identification Badges and comply with all federal and Lessor security requirements applicable to the Premises and SIDAs, (ii) immediately reporting to MDAD all lost or stolen ID badges of a SIDA User, and (iii) immediately returning the ID badges of any SIDA User that is transferred from the Airport or terminated from the employ of the Lessee or upon termination of this Agreement. Each employee must complete the SIDA training program conducted by the Department, before an ID badge is issued. The Lessee shall pay, or cause to be paid, to the Department any fines or penalties imposed on Lessor for a violation of the security requirements by a SIDA User as well as such nondiscriminatory charges, as may be established from time to time, for lost or stolen ID badges and those not returned to the Department in accordance with this Article.

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The Department shall have the right to require the Lessee to conduct background investigations and to furnish certain data on such employees before the issuance of ID badges, which data may include the fingerprinting of employee applicants for the badges.

16.03 AOA - Driver Training: Before the Lessee shall permit any employee to operate a motor vehicle of any kind or type on the AOA, the Lessee shall require such employee to attend and successfully complete the AOA Driver Training Course conducted from time to time by the Department. The privilege of a person to operate a motor vehicle on the AOA may be withdrawn by the Department for any violation of AOA driving rules. Notwithstanding the above, the Lessee shall be responsible for ensuring that all such vehicle operators possess current, valid, appropriate Florida driver’s licenses.

16.04 Alcohol and Drug Testing: The Lessee acknowledges that the County, as a public agency sponsor under the provisions of the Airport and Airway Improvement Act of 1982, as amended (the “Act”), has the obligation to establish a drug free workplace and to establish policies and programs to ensure airport safety and security. The Lessee acknowledges that the Department, on behalf of the County, has the right to require users of the Airport (Lessees, Permittees, Licensees, etc.) to establish reasonable programs to further the achievement of the objectives described herein. Accordingly, the Lessee shall establish programs for pre-employment alcohol and drug screening for all candidates for employment at the Airport who will as a part of their duties (a) be present on the AOA; (b) operate a motor vehicle of any type on the AOA; or (c) operate any equipment, motorized or not, on the AOA and for the same or similar screening based upon a reasonable suspicion that an employee, while on duty on the AOA, may be under the influence of alcohol or drugs. Notwithstanding the above, the Lessee specifically acknowledges that the County, acting through the Department, has the right and obligation to deny access to the AOA and to withdraw AOA driving privileges from any person who it has a reasonable suspicion to believe is under the influence of alcohol or drugs.

16.05 Drug-Free Workplace Default: The Lessee acknowledges it has provided to the County a Drug-Free Workplace Affidavit certifying that it is providing a drug-free workplace for its employees, as required by County Ordinance No. 92-15, adopted on March 17, 1992, as may be amended from time to time (“Ordinance”). Based on the provisions of said Ordinance, the County shall have the right, upon 30 days written notice to the Lessee, to terminate this Agreement in the event the Lessee fails to provide, as of each anniversary of the effective date of this Agreement, the annual re-certification affidavit as required by the Ordinance; provided, however, that such termination shall not be effective if the Lessee submits the required Affidavit within the notice period.

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Further, this Agreement shall be terminated upon not less than fifteen calendar days written notice to the Lessee and without liability to the County, if the Department or the County Manager determines any of the following:

(A) That the Lessee has made a false certification in its execution of the Affidavit submitted or in its annual re-certification as required by the Ordinance;

(B) That the Lessee has violated its original or renewal certification by failing to carry out any of the specific requirements of the Ordinance, other than the annual re-certification; or

(C) That such a number of employees of the Lessee have been convicted of violations occurring in its workplace(s) as to indicate that the Lessee has failed to make a good faith effort to provide a drug-free workplace as required by the Ordinance.

16.06 Special Programs: The Lessee shall ensure that all employees so required participate in such safety, security and other training and instructional programs, as the Department or appropriate Federal agencies may from time to time require.

16.07 Vehicle Permit and Company Identification: Motor vehicles and equipment of the Lessee operating on the AOA must have an official motor vehicle identification permit issued pursuant to Operational Directives of the Department. In addition, company identification must be conspicuously displayed thereon.

16.08 Federal Agencies Right to Consent: The Lessee understands and agrees that all persons entering and working in or around arriving international aircraft and facilities used by the various Federal Inspection Services agencies may be subject to the consent and approval of such agencies. Persons not approved or consented to by the Federal Inspection Services agencies shall not be employed by the Lessee in areas under the jurisdiction or control of such federal inspection agencies.

16.09 AOA - Right to Search: The Lessee agrees that its vehicles, cargo, goods and other personal property are subject to being searched when attempting to enter or leave and while on the AOA. The Lessee further agrees that it shall not authorize any employee or agent to enter the AOA unless and until such employee or agent has executed a written consent-to-search form acceptable to the Department. Persons not executing such consent-to-search form shall not be employed by the Lessee at the Airport, in any job requiring access to the AOA.

It is further agreed that the Department has the right to prohibit an individual, agent or employee of the Lessee from entering the AOA based upon facts which would lead a person of reasonable prudence to believe that such individual might be inclined to engage in theft, cargo tampering, aircraft sabotage or other unlawful activities. Any person denied access to the AOA or whose prior authorization has been revoked or suspended on such grounds shall be entitled to a hearing before the Director of the Department or his authorized designee within a reasonable time. Prior to such hearing, the person denied access to the AOA shall be advised, in writing, of the reasons for such denial.

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The Lessee acknowledges and understands that these provisions are for the protection of all users of the AOA and are intended to reduce the incidence of thefts, cargo tampering, aircraft sabotage and other unlawful activities at the Airport.

16.10 Right of Flight: There is hereby reserved to the County, its successors and assigns, for the use and benefit of the County and the public, a right of flight for the passage of aircraft in the air space above the surface of the premises herein leased, together with the right to cause in said air space such noise as may be inherent in the operation of aircraft, now known or hereafter used for navigation of or flight in the air, using said air space or landing at, taking off from or operating on Miami International Airport.

16.11 Height Restrictions: The Lessee expressly agrees for itself, its successors and assigns, to restrict the height of structures, objects of natural growth and other obstructions on the leased premises to such a height so as to comply with Federal Aviation Regulations, Part 77 and with the Code of Miami-Dade County, whichever is more restrictive.

ARTICLE 17

Control of Employees

17.01 Control of Employees: The Lessee shall properly control the actions of its employees at all times that said employees are working on the Airport, ensuring that they present a neat appearance and discharge their duties in a courteous and efficient manner and that they maintain a high standard of service to the public.

17.02 Lessee’s Responsibility for Employee’s Violations: In the event the Lessee is in default of the covenants of Article 17.01 (Control of Employees) for failure to properly control its employees or by permitting its employees to improperly use the facilities provided by the County, the Department shall have the right to require the Lessee to conduct an investigation into any claimed violation of the covenants; if such investigation substantiates a violation, Lessee agrees to administer the appropriate discipline up to and including discharge of the offending employee.

ARTICLE 18

Civil Actions

18.01 Governing Law; Venue: This Agreement shall be governed and construed in accordance with the laws of the State of Florida. The venue of any action on this Agreement shall be laid in Miami-Dade County, Florida, and any action to determine the rights or obligations of the parties hereto shall be brought in the courts of the State of Florida.

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18.02 Notice of Commencement of Civil Action: In the event that the County or the Lessee commence a civil action where such action is based in whole or in part on an alleged breach of this Agreement, the County and the Lessee agree that service of process shall be made pursuant to the rules of Civil Procedure in the court in which the action has been filed.

18.03 Registered Office/Agent; Jurisdiction: Notwithstanding the provisions of Article 18.02 (Notice of Commencement of Civil Action), and in addition thereto, the Lessee, if a corporation, shall designate a registered office and a registered agent, as required by Section 48.091, Florida Statutes, such designations to be filed with the Florida Department of State in accordance with Section 607.0501, Florida Statutes. If the Lessee is a natural person, he and his personal representative hereby submit themselves to the jurisdiction of the Courts of this State for any cause of action based in whole or in part on an alleged breach of this Agreement.

ARTICLE 19

Trust Agreement

19.01 Incorporation of Trust Agreement by Reference: Not-withstanding any of the terms, provisions and conditions of this Agreement, it is understood and agreed by the parties hereto that, to the extent of any inconsistency with or ambiguity relating to the terms and conditions of this Agreement, and the level of rents, fees or charges required hereunder and their periodic modification or adjustment as may be required by the provisions of the Trust Agreement dated as of the 15th day of December, 2002 by and among the County and the JP Morgan Chase Bank as Trustee and Wachovia Bank, National Association as Co-trustee (“the Trust Agreement”), shall prevail and govern at all times during the term of this Agreement. Copies of the Trust Agreement are available for inspection in the offices of the Department during normal working hours.

19.02 Adjustment of Terms and Conditions: If, at any time during the term of this Agreement, a Federal agency or court of competent jurisdiction shall determine that any of the terms and conditions of this Agreement, including the rentals, fees and charges required to be paid hereunder to the County by the Lessee or by other Lessees under other Agreements of the County for the lease or use of facilities used for similar purposes, are unjustly discriminatory, the County shall have the right to modify such terms and conditions and to increase or otherwise adjust the rentals, fees and charges required to be paid under this Agreement in such a manner as the County shall determine is necessary and reasonable so that the rentals, fees and charges payable by the Lessee and others shall not thereafter be unjustly discriminatory to any user of like facilities and shall not result in any violation of the Trust Agreement or in any deficiency in revenues necessary to comply with the covenants of the Trust Agreement. In the event the County has modified the terms and conditions of this Agreement, including any adjustment of the rentals, fees and charges required to be paid to the County pursuant to this provision, this Agreement shall be amended to incorporate such modification of the terms and conditions including the adjustment of rentals, fees and charges upon the issuance of written notice from the Department to the Lessee.

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ARTICLE 20

Other Provisions

20.01 No Representation: The County makes no representation, warranty, guarantee, or averment of any nature whatsoever concerning the physical condition of the Premises, and it is agreed that County will not be responsible for any loss, damage or costs which may be incurred by the Lessee by reason of any such physical condition.

20.02 Headings: Any headings preceding the text of any articles, paragraphs or sections of this Agreement shall be solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.

20.03 Interference: The Lessee further expressly agrees to prevent any use of the Premises, which would interfere with or adversely affect the operation or maintenance of the Airport or otherwise constitute an airport hazard.

20.04 Authorized Uses Only: The Lessee shall not use or permit the use of the Premises for any illegal or unauthorized purpose or for any purpose which would increase the premium rates paid by the County on, or invalidate, any insurance policies of the County or any policies of insurance written on behalf of the Lessee under this Agreement.

20.05 Binding Effect: The terms, conditions and covenants of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their successors and assigns. This provision shall not constitute a waiver of any conditions prohibiting assignment or subletting.

20.06 Federal Subordination: This Agreement shall be subordinate to the provisions of any existing or future agreements between the County and the United States of America relative to the operation and maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of Federal funds for the development of the Airport. All provisions of this Agreement shall be subordinate to the right of the United States of America to lease or otherwise assume control over the Airport, or any part thereof, during time of war or national emergency for military or naval use and any provisions of this Agreement inconsistent with the provisions of such lease to, or assumption of control by, the United States of America shall be suspended.

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20.7 Notices: All notices required or permitted to be given under the terms and provisions of this Agreement by either party to the other shall be in writing and shall be hand delivered or sent by registered or certified mail, return receipt requested, to the parties as follows:

As to the County or Aviation Department:

Director

Miami-Dade Aviation Department

Post Office Box 025504

Miami, Florida 33102-5504

As to the Lessee:

President:

Global Crossing Airlines LLC

600 Brickell Avenue, 19^th Floor

Miami, FL 33131

or to such other address as may hereafter be provided by the parties in writing. Notices by registered or certified mail shall be deemed received on the delivery date indicated by the U.S. Postal Service on the return receipt. Hand delivered notices shall be deemed received by the Lessee when presented to the local management representative of the Lessee.

20.08 Rights Reserved: Rights not specifically granted the Lessee by this Agreement are reserved to the County.

20.09 Rights of County at Airport: The County shall have the absolute right, without limitation, to make any repairs, alterations and additions to any structures and facilities at the Airport. The County shall, in the exercise of such right, be free from any and all liability to the Lessee for business damages occasioned during the making of such repairs, alterations and additions, except those occasioned by the sole active negligence of the County, its employees, or agents.

20.10 Rights to be Exercised by Department: Wherever in this Agreement rights are reserved to the County, such rights may be exercised by the Department.

20.11 No Waiver: There shall be no waiver of the right of either party to demand strict performance of any of the provisions, terms and covenants of this Agreement nor shall there be any waiver of any breach, default or non-performance hereof by either party, unless such waiver is explicitly made in writing by the other party. Any previous waiver or course of dealing shall not affect the right of either party to demand strict performance of the provisions, terms and covenants of this Agreement with respect to any subsequent event or occurrence of any subsequent breach, default or non-performance hereof by the other party.

20.12 Right to Regulate: Nothing in this Agreement shall be construed to waive or limit the governmental authority of the County, as a political subdivision of the State of Florida, to regulate the Lessee or its operations. Notwithstanding any provision of this Agreement, nothing herein shall bind or obligate the County, the Zoning Appeals Board, the Building and Zoning Department (as it may be renamed from time to time),

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the Planning Department, or any department, board or agency of the County to agree to any specific request of the Lessee that is related in any way to the regulatory or quasi-judicial power of the County; and the County shall be released and held harmless by the Lessee from any liability, responsibility, claims, consequential damages or other damages, or losses resulting from the denial or withholding of such requests, provided, however, that this provision shall not preclude any appeal from County action wherein the sole remedy sought is reversible of the County’s action or injunctive relief; nor shall it preclude any action based on the County’s bad faith, capricious behavior or arbitrary action.

20.13 Severability: If any provision of this Agreement or the application thereof to either party to this Agreement is held invalid by a court of competent jurisdiction, such invalidity shall not affect other provisions of this Agreement which can be given effect without the invalid provision, and to this end, the provisions of this Agreement are severable.

20.14 Inspections: The authorized employees and representatives of the County and of any applicable Federal or State agency having jurisdiction hereof shall have the right of access to the Premises at all reasonable times for the purposes of inspection and testing to determine compliance with the provisions of this Agreement. This right of inspection and testing shall impose no duty on the County to inspect and shall impart no liability upon the County should it not make any such inspections.

20.15 Payment of Taxes: The Lessee shall pay all taxes and other costs lawfully assessed against its leasehold interests in the Premises, its improvements and its operations under this Agreement; provided, however, the Lessee shall not be deemed to be in default of its obligations hereunder for failure to pay such taxes pending the outcome of any legal proceedings instituted to determine the validity of such taxes. Failure to pay the taxes upon the adverse ultimate conclusion of such legal proceedings against the Lessee shall constitute a default.

20.16 Quiet Enjoyment of Others: The Lessee shall control the actions of its employees, agents, invitees and those doing business with it, so as to not annoy, disturb or be offensive to others and to provide the service hereunder so as to not unreasonably create a nuisance or thing which may disturb the quiet enjoyment of any other users of the Airport.

20.17 Radon Disclosure: In accordance with Section 404.056, Florida Statutes, the following disclosure is hereby made:

Radon Gas: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit.

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20.18 Destruction of Premises: In the event the Premises shall be destroyed or so damaged or injured by fire, windstorm, flood or other casualty (and in each such event the Lessee was not at fault in whole or in part) during the life of this Agreement that the Premises or any portion thereof are rendered untenantable, the County shall have the right, but not the obligation, to render said Premises or damaged portion thereof tenantable by repairs completed within a reasonable period of time.

(A) Total Destruction: In the event the County elects not to render the Premises tenantable, if destroyed or damaged in their entirety, the Lessee shall be so notified in writing by the Department, and this Agreement shall be deemed terminated as of the date of the casualty, with the Lessee being liable only for payment of rentals on a pro rata basis as to whatever portion(s) of the Premises which were tenantable and used by the Lessee following the casualty. In such event, the Department shall endeavor to find adequate replacement premises for the Lessee in existing facilities on the Airport.

(B) If the damaged portion of the Premises is not rendered tenantable by the County within a reasonable period of time, and the Lessee shall determine that: 1) the loss of the damaged portion of the Premises shall have a materially adverse impact on the ability of the Lessee to utilize the Premises for the purposes described in Article 2; or 2) would require the Lessee to obtain other space off the Premises in order to substantially conduct the operations of the Lessee originally conducted within the Premises, then, in either such event, upon written notice to the County, the Lessee may cancel this Agreement as of a date which shall be not later than three months from the giving of such notice, if the repairs are not completed within 90 days following such written notice of the intent to cancel, or if the County has not commenced repairs within such notice period for repairs which cannot be reasonably completed within such 90-day period. In the event of cancellation, the rent for the untenantable portion of the Premises shall be paid only to the date of such fire, windstorm, flood, or other casualty. If the Agreement is not canceled following any such casualty, the rent shall be abated as to the portion of the Premises rendered untenantable.

If the casualty was caused in whole or in part by the Lessee, its officers, employees, agents, contractors or trespassers, then the Lessee shall not have the right to terminate this Agreement and shall be responsible under other provisions of this Agreement for payment to the County of all damage to the Premises, plus the loss of rentals attributable to the damaged or destroyed premises.

20.19 Quiet Enjoyment: Subject to the terms of this Agreement, specifically including, but not limited to, environmental remediation steps to be taken under Article 8, the County’s right and obligation to make certain repairs, alterations, and additions under Articles 5 (Maintenance by County) and 20.09 (Rights of County at Airport),

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which, for purposes of this clause, includes any and all demolition, in whole or in part, of buildings and runways, and roadway systems on or off the Airport, and the reservation of easement rights to the airspace under Article 16.10 (Right of Flight), all of which provisions and others in this Agreement, the Lessee acknowledges may cause disruption and disturbance to the Lessee, and upon the observance by the Lessee of all the terms, provisions, covenants, and conditions imposed upon the Lessee hereunder, the Lessee shall peaceably and quietly hold and enjoy the Premises for the term of this Agreement; provided, however, that the County shall not be liable for any violation of this clause or for any disturbance or disruption in or to the Lessee’s business, for acts or omissions of tenants, users of the Airport, third parties or when any department or agency of the County is acting in its governmental capacity or by Acts of God.

20.20 Interpretation of Agreement: This Agreement is the result of negotiation between the parties hereto and has been typed/printed by one party for the convenience of both parties, and the parties covenant that this Agreement shall not be construed in favor of or against any of the parties hereto.

20.21 Entirety of Agreement: The parties hereto agree that this Agreement sets forth the entire agreement between the parties, and there are no promises or understandings other than those stated herein. None of the provisions, terms and conditions contained in this Agreement may be added to, modified, superseded or otherwise altered, except as may be specifically authorized herein or by written instrument executed by the parties hereto.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their appropriate officials as of the date first above written.

	BOARD OF COUNTY COMMISSIONERS OF MIAMI-DADE COUNTY, FLORIDA
	By:	/s/ K.G. Pyett
		Deputy Aviation Director
	ATTEST: Harvey Ruvin, Clerk
	By:	/s/ Harvey Ruvin
		Deputy Clerk
		(SEAL)
	GLOBAL CROSSING AIRLINES LLC

By: /s/ EDWARD J. Wegel

	President
	/s/ EDWARD J. WEGEL
	Print Name
	/s/ Vanessa Castellanos
Approved as to form And legal sufficency	Notary Public
	/s/ Vanessa Castellanos
Assistant Country Attorney	Print Name
	(COMPANY STAMP OR SEAL)

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EXHIBIT R-02

FAA List of Non-Discrimination Federal Statutes

A6.3.6 Title VI List of Pertinent Nondiscrimination Acts and Authorities

Title VI List of Pertinent Nondiscrimination Acts and Authorities

During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the “contractor”) agrees to comply with the following non-discrimination statutes and authorities; including but not limited to:

• Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin);

• 49 CFR part 21 (Non-discrimination In Federally-Assisted Programs of The Department of Transportation—Effectuation of Title VI of The Civil Rights Act of 1964);

• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects);

• Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR part 27;

• The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age);

• Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex);

• The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not);

• Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation regulations at 49 CFR parts 37 and 38;

• The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex);

• Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations;

• Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100);

• Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq).

Required Contact Provisions	Issued on January 29, 2016	Page 23
AIP Grants and Obligated Sponsors	Airports (ARP)

EX-10.11

Exhibit 10.11

AIRCRAFT ACMI LEASE AGREEMENT (“AGREEMENT” OR “ACMI LEASE”) IS MADE ON     OF JUNE, 2020 BETWEEN

SMARTLYNX AIRLINES MALTA, an air carrier established under laws of Malta, VAT nr.: 25886226, having its principal place of business at Nu Bis Centre, Trig II-Mosta, hal Lija, LJA 9012, Malta, hereinafter referred as “Lessor” or “Smartlynx”

AND

Global Crossing Airlines, Inc an air carrier established under the laws of United States of America, VAT number:85-0655281, whose principal office is at 4^th Floor, 4200 NW 36^th Street, Miami, Florida 33166 hereinafter referred as “Lessee” or “Global X”

Both referred to jointly as Parties

WHEREAS Lessor has available for wet lease two Airbus 320 airplanes (Aircraft, or when referred to individually Aircraft I or Aircraft 2), both 180-seats all economy, MTOW 77t (or any Replacement Aircraft) with cover of cockpit crew, maintenance and insurance (hereinafter referred to as “Aircraft”))

AND WHEREAS Lessee wishes to wet lease from Lessor, and Lessor is willing to lease to Lessee, Aircraft for purpose of carrying out on behalf of Lessee certain Flights, this in accordance with ORO.AOC.l10 of EU Regulation 965/2012.

1. DEFINITIONS

The following terms shall, unless the context otherwise requires, have the following respective definitions for the purposes of Agreement:

a. “Aircraft” means the following two aircraft: Airbus 320 aircraft, Maltese registration mark, 180-seats all economy, MTOW 77t with all appliances, communications equipment, accessories and instruments installed and all flight manuals, maintenance manuals, log records and historical records. It also means any other Lessor’s aircraft of similar seating and performance capacity, having Maltese registration marks, as may be substituted therefore in accordance with the terms of Agreement. Lessee agrees to accept any other Airbus 320 aircraft registration that Lessor will offer, at least 180-seats and similar performance capacity

b. “Aircraft ACMI Lease” means that the Aircraft is operated under Lessor’s AOC, under the rules and regulations of EASA, by Lessor’s appropriately trained cockpit crew, maintained and insured by Lessor as defined further in Agreement.

c. “Approved Maintenance Organization” means a maintenance organization approved pursuant to the United States Aviation Regulations.

d. “Aviation Authority” means the legal institution with the control and supervision of registration, airworthiness or operation of civil aircraft or other matters relating to civil aviation, in Malta.

e. “Base” is same for Aircraft 1, Aircraft 2 meaning Miami International Airport (MIA) in the United States of America; base is the airport where Aircraft makes overnight stops and maintenance activity is carried out by Lessor.

f. “Block Hour” means each hour, or part thereof, elapsing from the moment the chocks are removed from the wheels of an Aircraft until the chocks are returned to the wheel as recorded by captain in command in Journey Log used as accounting reference by Parties.

g. “Day” means a day, other than a Saturday or Sunday, on which banks in Malta and United States are open for execution of transactions of Agreement; wherever reference to timing is made, that shall be UTC.

h. “Delivery Date” means delivery of the Aircraft to the Base on a date mutually acceptable to Lessor and Lessee, which date shall, in any case, be prior to the beginning of each Lease Term.

i. “EASA” means European Aviation Safety Agency.

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j. “Event of Default” means any of the events specified in Article 15.

k. “Excluded Country” means , unless Lessor has otherwise provided its consent, any country that is the subject to an embargo, sanction, export restriction or prohibition order (or any similar order or directive) of:

• the United Nations Security Council; or

• any Governmental Entity of the European Union, the United Kingdom, the United States of America, the State of Registration or any other country in which the Aircraft is habitually based from time to time, which, in each case, (a) is applicable to (i) Lessee or Lessor or (ii) the ownership, leasing or operation of the Aircraft and (b) has the effect of prohibiting aviation activities to or from such country, for so long as such embargo, sanction, export restriction or prohibition order remains in effect.

1. “Excluded Person” means any Person:

• whose property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 24, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001));

• on the list of “Specially Designated Nationals” and “Blocked Persons” or subject to the limitations or prohibitions under any OFAC regulation or executive order;

• who is the subject of a United Nations sanction or whose assets have been frozen by enabling legislation of the same in the State of Registration; or

• who is the subject of any laws similar to or consistent with the foregoing clauses (i) through (iii) as the same are enacted in the State of Registration,

• in each case, as the same are amended or supplemented from time to time, and including any successor laws as the same are enacted from time to time.

m. “Excluded Transaction” means any transaction, including with an Excluded Person, which would be prohibited for Lessee or Lessor by reason of being:

• a violation of the United States Bank Secrecy Act or any applicable regulations thereunder (to the extent it is applicable to Lessee or Lessor);

• contrary to any of the sanctions programs administered by OFAC, any regulations promulgated thereunder by OFAC or under any affiliated or successor governmental or quasi-governmental office, bureau or agency, or any enabling legislation or executive order relating thereto (in each case, to the extent it is applicable to Lessee or Lessor); or

• contrary to any laws similar to or consistent with the foregoing clauses (i) through (ii) as the same are enacted in the State of Registration and are applicable to Lessee or Lessor,

• in each case, as the same are amended or supplemented from time to time, and including any successor laws as the same are enacted from time to time.

n. “EUR” means euro.

o. “Federal Aviation Administration” or “FAA” means Aviation Authority of United States of America.

p. “Flight Hour” means each hour or part thereof elapsed from take-off to touchdown during a Flight made during a Lease Term.

q. “Flights” means Lessee’s flights as detailed in Flight Schedule.

r. “Flight Schedule” means the schedule for flights agreed between the Lessee and the Lessor.

s. “Force Majeure” means a delay to act or failure to act due to or arising out of unforeseeable and unavoidable circumstances that are outside of the control of either Party, such as acts of God, bird strike, lightning strike or hijacking, civil war, insurrection, riot, fire, flood, explosion, earthquake, epidemic, quarantine restriction, any act of terrorism, any act of any government, governmental priority, allocation, regulation, order affecting necessary materials, facilities or Aircraft, strike or labor dispute causing cessation, slowdown or interruption of work (other than strikes, disputes, slowdowns and interruptions by Lessor’s employees or employees of its subcontractors) or inability after due and timely diligence to procure equipment, data and materials from suppliers or any other cause to the extent that such cause is beyond the control of Lessor or Lessee.

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t. “Government Entity” means and includes

(i) any national government, political subdivision thereof, or local jurisdiction therein;

(ii) any official board, commission, agency, department, division, organ, instrumentality, court or agency of any thereof, howsoever, constituted including, without limitation, the Federal Aviation Administration; and

(iii) any official organization or institution to whose jurisdiction any thereof is subject.

u. “Head Lessor” means the entity from which Lessor leases any Aircraft and Replacement Aircraft.

v. “Heavy Maintenance” means any maintenance, to be carried out by an Approved Maintenance Organization requiring the use of approved hangar facility for activities such as but not limited to: 24 month / 7500 flight hours checks or 72 month checks or complex modifications.

w. “Indemnitees” means Lessor and Head Lessor.

x. “Journey Log” means a document executed by captain in command after each Flight containing information on such Flight, in particular Block Hours, which will be utilized by Parties for accounts and utilization measurement purposes.

y. “Lease Term” means collectively or separately Lease Term One, Lease Term Two, Lease Term Three, Lease Term Four and Lease Term Five, Lease Term Six, Lease Term Seven and Lease Term Eight, as the context may require.

z. “Minimum Period Guarantee” is the minimum agreed utilization in Block Hours per Aircraft during each Lease Term, measured in Block Hours, as stipulated in Article 4.

aa. “Redelivery Date” means departure date from Base at the end of each Lease Term, as detailed in Article 5.

bb. “Rent” means the sum payable by Lessee pursuant to Article 6 and Annex A. The Lease Rate is the ACMI price of operating one Block Hour.

cc. “Replacement Aircraft” means (a) an aircraft other than Aircraft 1 or Aircraft 2 with similar safety and performance standards, operated by Lessor with Maltese registration marks, equipped with substantially the same equipment with no less capacity (being 180 seats) than Aircraft 1 or Aircraft 2, as applicable, and otherwise meeting the requirements of Article 12.1 or, if an aircraft described under (a) is not available, then (b) any other aircraft otherwise meeting the requirements of (a) and Article 12.1, provided that, any such aircraft under (a) or (b) shall be operated in accordance with, and pursuant to, the provisions of Agreement as if references to “Aircraft” were to “Replacement Aircraft”. Lessor has the right to replace the Aircraft with a Replacement Aircraft subject to the final approval of Lessee, which shall not be unreasonably withheld, at no additional cost to Lessee.

dd. “Traffic Documents” means the passenger tickets, baggage checks, airway bills and any other documents required under any applicable law and convention in relation to any passenger, cargo or mail which may be carried on Aircraft.

ee. “Total Loss” means the loss or destruction or damage to Aircraft such that a determination by the insurers or Head Lessor is made under the policy of hull insurance that repair would be impractical, or any seizure or requisition for use of title or confiscation of Aircraft.

ff. The word “person” or “persons” or to words importing persons include, without limitation, individuals, firms, partnerships, joint ventures, trust, Government Entities, organizations, associations, corporations, government agencies, committees, departments, authorities and other bodies, corporate or incorporate, whether having legal distinct personality or not, or any member of the same.

gg. “USD” means United States dollar.

hh. “Lessor”, “Lessee” or “Indemnitees” mean and include their respective directors, officers, servants, agents, employees and sub-contractors.

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ii. Words in the plural shall imply singular and vice versa; reference to an article in the Agreement shall imply reference to all sub-clauses in the Agreement.

jj. Any agreement or instrument shall include such agreement or instruments as it may from time to time be amended, supplemented or substituted.

kk. Headings in the Agreement are for ease of reference only and shall not affect the construction or interpretation of Agreement.

2. LEASE OF AIRCRAFT

2.1. Lessor agrees to lease the Aircraft to Lessee and Lessee agrees to take the Aircraft on lease from Lessor for the length of the Lease Term upon the terms and subject to the conditions of Agreement.

2.2. During the Lease Term, each Aircraft shall have a passenger configuration of no less than 180 seats and shall be operated on the Flight Schedule, as may be amended from time to time upon mutual agreement of Lessor and Lessee, always in accordance with clause 14.2.

2.3. Agreement to lease extends to any Replacement Aircraft provided due to maintenance, operational or other reasons.

3. CONDITIONS PRECEDENT

3.1. Lessor’s obligations to deliver Aircraft prior to each Lease Term and to operate Aircraft during each Lease Term shall be subject to and conditional upon Lessor having received:

a. All prepayments and deposit and rent in accordance with Annex A to Agreement;

b. Evidence satisfactory to Lessor that Lessee has or will have, prior to each Lease Term, the necessary permissions, consents, licenses and approvals from the relevant Government Entities for the operation of Flights by the Aircraft, in particular, a valid air operator certificate;

c. Lessee’s certificate of insurance, and required co-insurance certificates;

d. Assurances satisfactory to Lessor, acting reasonably, prior to each Lease Term, that Lessee is able to provide support to Lessor as stipulated in this Agreement; and

e. a copy of Lessee’s constitutional documents, certified by a member of Lessee’s management board as being true, correct and up-to-date and as containing all amendments, together with an incumbency certificate as to the Person or Persons authorized to execute and deliver such documents on behalf of Lessee; a copy of the corporate resolutions of Lessee, certified by a member of Lessee’s management board as being true, correct and up-to-date and as containing all amendments, evidencing due approval and authority of Lessee for the execution, delivery and performance of this Lease and all other documents related thereto; and

f. ACMI lease agreement between Global X as lessor and Smartlynx as lessee in relation to wet lease of A320 Aircraft (hereinafter referred to as “Lease 2”) fully executed by both Parties.

3.2. Lessor’s obligations to deliver Aircraft prior to each Lease Term are further conditional upon:

a. No Lessee Event of Default having occurred as at or prior to each Lease Term;

b. No event which with the passage of time would constitute an Event of Default shall have occurred as at or prior to the beginning of such Lease Term;

c. The representations and warranties of Lessee being true and correct; and

d. Lessor’s Aviation Authority consent to lease of the Aircraft; and

e. Lease 2 is in full force and effect, no termination notices regarding Lease 2 have been submitted by Global X and Global X fulfils its obligations under Lease 2 in timely manner.

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3.3. Lessee’s obligations to lease the Aircraft during each Lease Term are conditional upon Lessee having received:

a. Lessor’s AOC and AOC related documents, certificate of insurance, and required co-insurance certificates; and

b. Satisfactory EASA approved Audit of Lessors organization and Aircraft inspection by Lessee.

3.4. Lessee’s obligations to lease Aircraft during each Lease Term are further conditional upon:

a. No Lessor Event of Default having occurred as at or prior to such Lease Term;

b. No event which with the passage of time would constitute an Event of Default shall have occurred as at or prior to such Lease Term.

c. The DOT consent to the lease of the Aircraft by the Lessee.

d. The representations and warranties of Lessor being true and correct.

3.5. Parties agree that all conditions precedent, unless waived, need to be met by 01st of November 2020 (or 01^st of November of the year of each subsequent Lease Term) except where explicitly mentioned otherwise, and are considered met unless one Party at 1st of November 2020 (or 1st of November of the year of each subsequent Lease Term) at the latest notifies the other in writing that said conditions have not been met. Failing to meet the conditions, unless a further extension is agreed in writing to meet the conditions precedent, shall provide the party in whose favour the unsatisfied condition precedent is in to either terminate this Agreement or provide an irrevocable waiver of such condition.

4. LEASE TERM. Minimum Period Guarantee

4.1. Lease Term for Aircraft:

Lease Term One: From 1st of December 2020 till 25th of April 2021;

Lease Term Two: From 1st of December 2021 till 25th of April 2022;

Lease Term Three: From 1st of December 2022 till 25th of April 2023;

Lease Term Four: From 1st of December 2023 till 25th of April 2024;

Lease Term Five: From 1st of December 2024 till 25th of April 2025;

Lease Term Six: From 1st of December 2025 till 25th of April 2026;

Lease Term Seven: From 1st of December 2026 till 25th of April 2027;

Lease Term Eight: From 1st of December 2027 till 25th of April 2028;

4.2. Minimum Period Guarantee for Aircraft-1 in amount of 200 Block Hours per each calendar month during Lease Term One, and 1000 Block Hours in total per Aircraft-1 per Lease Term One, and 200 Block Hours per each of Aircraft-1 and Aircraft-2 per each calendar month during each Lease Term, starting Lease Term Two, and 1000 Block Hours in total per each of Aircraft-1 and Aircraft-2 per each Lease Term, starting Lease Term Two. In addition, in Lease Term One, Lessee may shift up for 35% of Block Hours of the Minimum Monthly Guarantee per Aircraft from one month to another provided that in the aggregate over the Lease Term the Minimum Period Guarantee is met.

4.3. All details regarding Aircraft delivery and redelivery are reflected in Section 5.1 and Annex A, article 1.6.

4.4. Early termination of Agreement. If Lessee terminates Agreement before or during any Lease Term (except for termination in accordance with Article 3.5, 4.5, 15.4 or 16.2), as specified in Article 4.1 above, Lessee shall immediately pay Lessor for all remaining Block hours to and including the Minimum Period Guarantee not flown in each Lease Term. For instance, if Lessee terminates Agreement after Lease Term One, Lessee shall immediately pay to Lessor for all 2000 Block hours not flown in Lease Term Two, for all 2000 Block hours not flown in Lease Term Three, for all 2000 Block hours not flown in Lease Term Four, for all 2000 Block hours not flown in Lease Term Five, for all 2000 Block hours not flown in Lease Term Six, for all 2000 Block hours not flown in Lease Term Seven and for all 2000 Block hours not flown in Lease Term Eight, in accordance with agreed Block hour rates for FH:FC ratio of 3:1 indicated in Annex A, article 1.1 In case of such early termination by Global X, Smartlynx has a right to immediately unilaterally terminate Lease 2 by giving a written notice to Global X. In such case, Global X will immediately return to Smartlynx all the Security Deposit amounts paid for next lease terms under Lease 2.

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4.5. Lessee has a right to terminate the Lease Term One of this ACMI Lease agreement due to reasons, limited to: failing to obtain AOC, continuous repeated outbreak of COVID-19 virus after the signature of this Agreement and its implications on the aviation industry, causing overall aviation market decrease below 50% of the figures of 2019, by giving a written notice to Lessor not later than 1^st of August, 2020. In such case Lessor will immediately return to Lessee the Security Deposit amount paid for Lease Term One, in amount of USD 200 000.

For avoidance of doubt, such termination is option only applicable in relation to Lease Term One, all the other Lease Terms for both Aircraft-1 and Aircraft-2 are to remain in full force and effect as per terms and conditions of this ACMI Agreement, including for the avoidance of doubt, the applicable Security Deposit payments, and in case of any further Lease Terms are terminated by Lessee, clause 4.4 will be in force.

5. DELIVERY. REDELIVERY.

5.1. Aircraft is delivered and redelivered to and from Base on Lessor’s flight numbers. Costs of delivery and redelivery (which shall include fuel, taxes, navigation, flight crew and other Direct Operating Costs) shall be split equally between Lessee and Lessor 50/50, stipulated in Annex B to Agreement. Parties can agree on the fixed cost per each of delivery and redelivery and Lessee shall pay their 50% amount to Lessor prior the flight performed.

5.2. At delivery and redelivery, Lessor shall ensure that Aircraft are clean and serviceable by international commercial airline standards, compliant with EU regulation No 965/2012, subpart D and applicable law and airworthy with all equipment fully functional and operating within limits established by manufacturer. The Aircraft will be delivered without any defects and without any Heavy Maintenance tasks scheduled during any Lease Term.

5.3. Lessor might apply Lessee’s decals on exterior of Aircraft prior to delivery at Lessee’s cost, subject to timely notice from the Lessee and relevant work orders issued from Lessor and approved by Lessee. Such logos and signs shall be removed prior redelivery, at Lessee’s cost. Application of livery is charged separately (paperwork, material, labour). Aircraft shall be redelivered to the Lessor in all-white livery.

5.4. Delivery and redelivery are subject to execution of acceptance certificate by Lessee with regards to galley and cabin equipment delivered and redelivered with the Aircraft.

5.5. In case any special modifications are needed to be done on Aircraft, based on special FAA and/or EASA regulations, such will be installed and organized by Lessor on Lessee’s cost prior starting of operations in Base.

6. PAYMENT OF RENT

6.1. All details regarding rent payments are stipulated in Annex A to Agreement, which is an inherent and confidential part of Agreement.

7. TAXATION

7.1. Subject to Article 7.2, all payments to Lessor are clear of all taxes and duties. Taxes incurred by Lessee or Lessor in connection with the use and/or possession of Aircraft by Lessee shall be borne by Lessee, excluding any taxes based on the income of Lessor.

7.2. All amounts payable by Lessee under this Agreement are exclusive of any sales tax, use tax, value added tax, turnover tax, goods and services tax or any similar imposition or levy (collectively, “Sales Taxes”). Similarly, all amounts payable by Lessor under this Agreement are exclusive of any Sales Taxes. If either Lessor or Lessee is required by law to collect Sales Taxes from the other in respect of the supply of any property or service pursuant to this Agreement, then Lessor or Lessee, as applicable, shall be entitled to collect such Sales Taxes from the other concurrently with the payment of the consideration upon which such Sales Taxes are calculated, or at any other time mutually agreed to by Lessor and Lessee. Where Lessor or Lessee collects such Sales Taxes from the other, Lessor or Lessee, as applicable, shall provide the other with the necessary documentation for any available tax credits, rebates or refunds to be claimed in respect of such Sales Taxes.

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8. DEPOSIT

8.1. All details regarding Deposit are stipulated in Annex A to Agreement, which is an inherent and confidential part of Agreement.

9. COMMERCIAL CONTROL

9.1. Commercial control of the Aircraft during the Lease Term shall be vested in Lessee. Lessee shall, subject to operational and technical considerations, be entitled to cancel, delay or re-route a Flight for commercial reasons. For avoidance of doubt, Lessor’s crew is not obligated to operate Aircraft into airports where they deem facilities insufficient for proper servicing of the Aircraft, Lessor in this case being indemnified for loss of revenue.

9.2. Notwithstanding the provisions of Article 9.1 or any other provision to the contrary, Lessee will not use the Aircraft in any manner contrary to any recommendation of the manufacturers of the Aircraft, any engine or any part or any recommendation or regulation of the Aviation Authority or for any purpose for which the Aircraft is not designed or reasonably suitable. Lessee will use the Aircraft solely in commercial or other operations for which Lessee is duly authorised by the Aviation Authority and the Applicable Law. Lessee will not: (i) use the Aircraft for the carriage of any item or substance whose possession or carriage is illegal under any Applicable Law; or (ii) (A) permit the Aircraft to proceed to, or remain at, any location in an Excluded Country without prior written approval of the Lessor, its insurer and Head Lessor, (B) use the Aircraft, or permit the Aircraft to be used, to engage in an Excluded Transaction or (C) use or permit the use of the Aircraft for or on behalf of any Excluded Person.

9.3. All revenue derived from the operation of Flights (including but not limited to passenger, cargo, excess baggage, duty free sales etc.) is for the sole account of Lessee.

9.4. Revenue and cost of in-flight sales is the responsibility of, and for the sole account of, Lessee, however any cabin crew that Lessor may be providing to Lessee shall benefit from any cabin crew incentive program that Lessee may be running on their in-flight shop equally to any cabin crew of Lessee, if applicable.

9.5. Lessor, may swap Aircraft with a Replacement Aircraft, provided there is no disturbance or delay on Flights. Such swap cannot be cause for loss of Lessor’s revenue or reduction of Minimum Period Guarantee unless the delay in receipt of the Replacement Aircraft makes it commercially unreasonable for Lessee to meet the applicable Minimum Period Guarantee. It is Lessee’s obligation to validate with the FAA respective Replacement Aircraft from Lessor’s fleet to be able to operate for Lessee. It is Lessors obligation to assume all extra cost related to delivery, redelivery and operation of Replacement Aircraft.

10. OPERATIONAL CONTROL

10.1. Lessor is responsible for the operation of the Aircraft and the safe performance of Flights and shall retain full operational control and possession of the Aircraft to enable it to do so. In particular, the captain of the Aircraft shall for the purpose of a safe performance of Flights have absolute discretion in all matters concerning flight operation, preparation of the Aircraft for a Flight, the load carried and its distribution. Parties hereby agree that the Aircraft shall at all times during each Lease Term remain in the possession and under the operational control of Lessor and that Lessee shall have no rights in the Aircraft other than those expressly granted in this Agreement.

10.2. The operation of the Aircraft shall be carried out in accordance with the standards and practices of Lessor as set out in Lessor’s flight operations manual, in accordance with the EASA rules and regulations.

10.3. Lessor shall maintain all logs and records pertaining to the Aircraft in accordance with the rules and regulations of the Aviation Authority. Copies of the Aircraft Journey Log shall be made available to Lessee upon each return to Base by an Aircraft.

10.4. Subject to Article 14, it shall be the responsibility of Lessor to prepare and file all documents and reports with any Government Entity whatsoever concerning the operation of Flights hereunder, except for obtaining traffic rights and flight permissions. These files and reports will be provided to Lessee upon request.

10.5. Flights will be operated under Lessee’s designated flight numbers.

10.6. Flights will be operated under Lessee’s call sign.

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10.7. Arrival/departure and related messages relating to Flights performed in accordance with the Agreement shall be sent to the appropriate departments of Lessor and Lessee.

10.8. If during any Lease Term the necessity for Heavy Maintenance arises, Lessor shall provide a Replacement Aircraft at no extra cost to Lessee. If any ferry flights are required for the performance of any maintenance, the costs of such ferry flights are borne by Lessor. Lessor confirms no Heavy Maintenance tasks are planned, or will be planned, on any Aircraft during any Lease Term.

10.9. Lessee will provide all necessary assistance to Lessor and will be responsible to obtain (to the extent it is legally permitted to do so) all necessary documents including but not limited to multiple entry visas, working visas, airside passes, certificates required in connection with the operation of Aircraft, all at Lessee’s costs. Lessor’s revenue will not be dependent on Lessee’s ability or inability to obtain traffic rights on routes they intend to operate, access passes to facilities permitting maintenance of the Aircraft and similar.

10.10. All Traffic Documents related to the passengers, freight and mail will be passed on to Lessee and Lessee will be responsible for the traffic accounting of Flights.

10.11. Lessor shall forward to Lessee on a daily basis such operational information as is reasonably requested by Lessee.

10.12. Operation and maintenance surveillance of Aircraft during the entire and each Lease Term shall remain under the full authority of the Aviation Authority. Lessee shall enable Aviation Authority inspectors’ access to the Aircraft and to the Base in order to carry out operational and maintenance inspection. Reciprocally, Lessor shall allow Aviation Authority and FAA inspectors to inspect the Aircraft and review its maintenance procedures. Parties are entitled to audit each other’s operation.

10.13. Lessor is not liable for any violation of slots or for payment of any fines or penalties imposed by the relevant authorities for such violation of allocated slots due to commercial and planning reasons beyond Lessor’s control. Lessee fully indemnifies Lessor of any fines or penalties accrued so, unless any fines or penalties are a result of negligence or wilful misconduct by Lessor or the directors, officer, servants, agents, employees or sub-contractors of Lessor.

10.14. Lessee guarantees that all Lessor’s applicable manuals (such as GOM, DIM etc.) received will be distributed to Lessee’s handlers and service providers. Lessor’s manuals shall not be disclosed to any other person during or after any Lease Term. Lessee guarantees that all copies of manuals shall be destroyed at the end of Lease Term Eight or in any case after termination of the ACMI Lease Agreement.

10.15. Lessor has no right to subcontract the operation of Flights to third parties. Flights shall be operated within the authorization specified in Lessor’s AOC.

10.16. Flights will be operated within the authorizations specified in the Lessor’s AOC in accordance with the rules and regulations of EASA Air-Ops, and the procedures of Lessor.

11. FLIGHT CREW. MAINTENANCE PERSONNEL.

11.1. During each Lease Term, Lessor shall provide and bear the cost of up to 5 sets of cockpit crew per Aircraft 1 and Aircraft 2, or per each Aircraft. Crews shall hold current type-rating from the Aviation Authority to operate the Aircraft. Lessor shall offer additional cockpit crew sets at cost as advised in Annex A. The final number of cockpit crew per Aircraft shall be determined prior to the commencement of each Lease Term and pricing adjusted as set out in Annex A.

11.2. It is the intention of the Parties that Lessee supplies qualified cabin crew for training by Lessor to be able to operate on the Aircraft of Lessor. Alternatively, Parties might evaluate a possibility that Lessee may provide a crew trainer to be trained by Lessor in United States and then such crew trainer would be responsible for providing training to the rest of Lessee’s cabin crew. Lessee agrees that all commercial responsibility (hiring, remuneration, payment of training) with regards to such cabin crew remain with Lessee, whereas operationally they account to Lessor and operate as per Lessor’s procedures. Lessee in event where cabin crew supplied by them operate on the Aircraft, are obliged to provide all past and all future planned rosters of the cabin crew. Lessor is accountable and has authority on operational legality of such cabin crew. All commercial details with regards to training of such cabin crew are laid out in Annex A.

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11.3. During each Lease Term, Lessor shall provide and bear the cost of sufficient number of certified maintenance staff required for the operation of the Aircraft at Base. Lessor has right to subcontract an external maintenance provider however Lessor shall always have as an option setting up their line maintenance station, with support of Lessee.

11.4. If an external maintenance provider is contracted to maintain Aircraft, Lessor has the right to designate a maintenance coordinator to coordinate the maintenance services at the Base. In this case, all support which as per Agreement needs to be provided for Lessor’s maintenance staff, will be provided for the maintenance coordinator as reasonable.

11.5. To facilitate the operation, Lessor has the right, to designate a maintenance coordinator to be based at the Base for each Lease Term. In this case, all support which as per the Agreement needs to be provided for Lessor’s crew will be provided for the maintenance coordinator as reasonable.

11.6. Parties agree that the Aircraft will return to the Base, in principle all evenings to allow for a single base maintenance station.

12. LESSOR’S RESPONSIBILITIES. UNSERVICEABILITY

Lessor during each Lease Term at its own cost (unless otherwise stated) shall:

12.1. Ensure that each Aircraft:

a. is serviceable and equipped for commercial airline operations;

b. has a valid and current Certificate of Airworthiness and a valid Aircraft Operating Certificate;

c. is delivered clean and defect free by international standards and ready for commercial services; and

d. has onboard, prior to each Flight, the official documents for the operation of the Aircraft and the carriage of passengers, baggage, cargo and mail on Flights;

12.2. Provide sets of cockpit crew as stated in Article 11 and aircraft maintenance engineers as well as ensure that Aircraft is maintained and operated in accordance with the requirements of the Aviation Authority in accordance with Lessor’s approved maintenance program;

12.3. Will place at the Base sufficient, well trained maintenance personnel, as well as sufficient spare parts, tools and maintenance equipment, updated maintenance documentation as per standard industry practice.

12.4. Procure and maintain insurance as set out in Article 19;

12.5. Grant access on board the Aircraft to Lessee’s personnel and FAA inspectors whilst performing their official duties;

12.6. Be responsible for all scheduled and unscheduled maintenance including pre-fiight and technical transit checks and maintenance related procedures;

12.7. Rent to Lessee two sets of Atlas galley equipment per aircraft or any other amount as agreed between parties, the cost of which will be included in the Rent. Lessee then is liable for return of the equipment in the state it was received, subject to normal wear and tear, failing to do so incurring penalty of USD125 for lost or damaged container, USD550 for lost or damaged full-size trolley, USD450 for lost or damaged half size trolley. Signature of acceptance certificate is necessary when accepting catering equipment.

12.8. Be responsible for flight plans, load sheets and technical sign offs.

12.9. If the expected unavailability of an Aircraft for a planned Flight of Lessee is more than 2.5 hours after its original scheduled departure time, as determined by Lessor’s AOG status message, then Lessee has the right to cancel the affected Flight, and its return sector, from Lessor’s Flight program and deduct the cancelled Block Hours from the

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Minimum Period Guarantee of the applicable Lease Term. Should Lessor not operate a Flight in accordance with the agreed Flight Program due to unscheduled maintenance, unserviceability. crew shortage for planned flights or for any other reason within the responsibility of Lessor, then in any event the Lessee will be refunded for Block Hours not flown and the Minimum Period Guarantee of the applicable Lease Term will be reduced accordingly. Such credit will be reconciled at the end of each Lease Term.

12.10. For the avoidance of doubt, as per Annex B, subclause s) ix, organization and expenses of any customs-related activities is Lessor’s responsibility, and non-performance thereof cannot be the reason for Lessor’s loss of revenue or Minimum Period Guarantee reduction. Any custom related activity in relation to maintenance of Aircraft falls under Lessor’s responsibility.

12.11. In case the Aircraft is unserviceable for longer than 2,5 hours hours, and Lessor has not supplied a Replacement Aircraft, then Lessee has the right to operate the Flight(s) on its own accord or lease a third-party aircraft, in which case Lessor will compensate for difference in wet lease rates and difference in direct operating cost for initially scheduled and planned flights. Lessee’s and Lessor’s wet lease rates are considered similar. For avoidance of doubt, such rate difference shall not be higher than USD 2000 per Block Hour. In any case, Lessor agrees to advise to Lessee earliest possible the most precise back in service time.

12.12. Lessor shall ensure that all services and carriage hereunder shall be in accordance with the regulations of EASA, the International Civil Aviation Organization (ICAO) and all other applicable international and government regulations.

13. LESSEE’S RESPONSIBILITIES

Lessee during each Lease Term at its own cost (unless otherwise stated) shall:

13.1. Be responsible and provide for support during each Lease Term to Lessor stipulated in Annex A and Annex B as well as wherever reference to such support is made;

13.2. Provide all support from Lessee to Lessor as of arrival of preparation team, up and until the Redelivery Date.;

13.3. Ensure and grant the right to Lessor to perform audits and inspections of Lessee and Lessee’s contractors;

13.4. Provide to Lessor at the end of each Lease Term a proof of overflight payment execution for all Flights flown on Lessors Aircraft;

13.5. Should Lessee be unable to provide any of aforementioned support, then Lessor will fully recharge all cost accrued to Lessee and the latter will pay that within three days from invoice date, provided relevant supporting documentation is provided by Lessor;

13.6. Pay on time in accordance with payment schedule herein.

13.7. Provide all and any customer welfare, reprotection, support and compensation, and fully indemnify Lessor against any such claims including any compensations and/or assistance to passengers under Regulation (EC) No 261/2004 of the European Parliament and of the Council of 11 February 2004 establishing common rules on compensation and assistance to passengers in the event of denied boarding and of cancellation or long delay of flights, and repealing Regulation (EEC) No 295/91 (hereinafter—“Regulation (EC) No 261/2004”); Montreal convention or Warsaw convention;. unless in case the cause for such welfare, reprotection, support and compensation are due to gross negligence or the wilful misconduct on behalf of the Lessor.

13.8. Provided that it does not interfere with Lessee’s quiet use. possession and enjoyment of the Aircraft in accordance with the terms of this Agreement, grant full right to inspect, audit and oversight to Lessor.

13.9. Lease Aircraft after signature of Agreement, unless Lessor fails to meet conditions precedent.

13.10. Not to transport deportees or ACC3 status cargo or mail without Lessor prior written consent.

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14. TRAFFIC DOCUMENTS AND SCHEDULE CHANGES

14.1. The Flight Schedule shall be agreed between parties no later than 90 days prior to the commencement of each Lease Term.

14.2. Parties agree that changes to a Flight that will be binding on Lessor can be sent to Lessor no later than 48 hours prior to Flight, however Lessor shall use reasonable endeavours to facilitate any Flight Schedule changes subject to crew duty limitations and already scheduled maintenance tasks. Same applies to Lessor advising of need for slots for scheduled maintenance, subject to Aircraft not pre-booked for executing some Flights. Change of destination is not subject to this advance notice.

14.3. Lessee’s conditions of carriage issued to passengers by Lessee regulate carriage of passengers.

14.4. Lessee is fully responsible for checking passengers for all travel documents as well as for accomplishing immigration and customs clearance of passengers, baggage, cargo and mail. Lessee shall be liable for all penalties levied as a result of illegal transportation of Lessee’s employees and passengers and their property on the Aircraft.

14.5. Lessee confirms awareness that Lessor will only provide navigation data base for destinations of the Flight Schedule or indicated prior to commencement of each Lease Term. Any off-cycle navigation data base update shall be on Lessee’s cost at USD5,500 per off-cycle update.

15. EVENTS OF DEFAULT

15.1. Each of the following events shall be a Lessee Event of Default:

a. If Lessee fails to pay when due, any amount due and payable by it hereunder and in respect of Rent and pay and if such failure remains unremedied for a period of two (2) days after receipt of written notice from Lessor, and in respect of any other amount payable hereunder if such failure remains unremedied for a period of three (3) days after receipt of written notice from Lessor; or

b. If Lessee shall at any time fail to observe or perform any of its other obligations in accordance with Agreement and such failure, if capable of remedy, is not remedied within three (3) days of receipt by Lessee of notice from Lessor requiring remedial action; or

c. If insurance agreed in Agreement is invalidated for any reason attributable to Lessee; or

d. If any representation or warranty of Lessee of Agreement shall be untrue, inaccurate or misleading in any material respect when made; or

e. If a supervisor, receiver, administrator, or other encumbrancer takes possession of or is appointed over, or any distress, execution or other process being levied or enforced (and not being discharged within thirty (30) days) upon all or substantially all of the assets of Lessee and in each case, is such as materially adversely affect the ability of Lessee to perform its obligations hereunder; or

f. If Lessee fails to take Aircraft on lease once all conditions precedent have been satisfied or waived on the dates agreed in this Agreement.

g. If Global X Event of Default has occurred under Lease 2.

15.2. The occurrence of a Lessee Event of Default as specified in Article 15.1 permits Lessor to either immediately temporarily halt operation of Aircraft or with two (2) days advance written notice to Lessee terminate this Agreement with immediate effect, in which case Article 4.4 shall apply.

15.3. Each of the following events shall be a Lessor Event of Default:

a. If the Lessor shall at any time fail to observe or perform any of its obligations in accordance with the Agreement and such failure, if capable of remedy, is not remedied within three (3) days of receipt by Lessor of notice from Lessee requiring remedial action; or

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b. If a supervisor, receiver, administrator, or other encumbrancer takes possession of or is appointed over, or any distress, execution or other process being levied or enforced (and not being discharged within thirty (30) days) upon the whole or any substantial part of the assets of Lessor and in each case, is such as shall materially adversely affect the ability of Lessor to perform its obligations hereunder; or

c. If insurance agreed in Agreement is invalidated for any reason attributable to Lessor; or

d. If any representation or warranty of Lessor contained in Agreement or in any document or certificate furnished by Lessor to Lessee in connection with Agreement shall be untrue, inaccurate or misleading in any material respect when made; or

e. If Lessor shall fail to deliver the Aircraft or Replacement Aircraft (other than for reasons of Force Majeure or Total Loss) on any Delivery Date;

f. If Lessor ceases to be a commercial air carrier hence failing to perform the services; or

g. If Lessor exercises its termination rights as set out in the Subscription Receipt Indenture.

15.4. The occurrence of a Lessor Event of Default as specified in Article 15.3 permits Lessee by two (2) days advance written notice to Lessor terminate this Agreement with immediate effect. Notwithstanding, such termination does not acquit Lessee from fulfilling all accrued liabilities up to the effective date of termination.

16. FORCE MAJEURE

16.1. Lessor or Lessee shall not be liable for any failure or delay in the performance of any obligations in accordance with this Agreement due to a Force Majeure at the Base of Lessee or any destination operated by Lessee.

16.2. In the event of a Force Majeure situation continuing for a period of seven (7) days or longer (during which time the Parties shall use their best efforts to alleviate the effects of the Force Majeure situation), either Party will be free immediately to terminate the Agreement by notice in writing to the other, provided always that any such termination shall be without prejudice to any obligations accrued at the date of termination and to any continuing obligations in accordance with Agreement. During Force Majeure, Minimum Period Guarantee of respective Lease Term shall be reduced accordingly.

16.3. At the time of concluding this Agreement, the Parties are fully aware of the situation related to the spread of the COVID-19 virus and the measures taken to limit it, including orders and acts issued by their governments. Parties confirm that their commitments included in this Agreement are made fully considering the situation related to the spread of the COVID-19 virus, which has already occurred and is existing at the time of concluding this Agreement. The Party whose obligation is not possible due to force majeure circumstances related to this situation shall submit to the other Party a statement from the competent authority regarding the occurrence of such circumstances and the direct impact on the fulfillment of the obligations of the Agreement.

17. DAMAGE, DESTRUCTION OF AIRCRAFT. EMERGENCY RESPONSE (ERP)

17.1. Throughout the Lease Term, risk of loss or damage to Aircraft shall be the sole risk of Lessor.

17.2. In the event that Aircraft shall have suffered a Total Loss during any Lease Term, then the leasing of the Aircraft suffering Total Loss in accordance with the Agreement shall be cancelled and terminated as of the date and Lessor shall return the Deposit as well as all prepayments for paid but unflown flights to Lessee.

17.3. The Parties shall exchange emergency response programs (ERP) prior to the commencement of each Lease Term.

17.4. In an emergency situation the ERP of Lessee as approved by Lessor, will serve as guideline for action and communication regarding passenger welfare. Similarly, Lessor’s ERP will serve as guideline for action and communication regarding crew welfare, and Aircraft recovery.

17.5. Lessee commits to inform all of its relevant suppliers (ground handlers and similar) that some of Lessee’s flights will be operated using the Aircraft. All contacts in clause 17.8. below will be provided to Lessee’s suppliers.

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17.6. If Lessee is advised by one of its suppliers that an emergency situation has occurred, Lessee shall immediately informs Lessor at the contacts set forth in clause 17.8.

17.7. Parties indicate following ERP contact for Lessee: 4^th Floor, 4200 NW 36^th Street, Miami, FI 33166.

17.8. Parties indicate following ERP contact for Lessor: occ@smartlynx.aero and erc@smartlynx.aero

17.9. Should Lessor, acting reasonably, deem Lessee’s ERP insufficient, then Lessor shall advise Lessee, setting forth the deficiencies in Lessee’s ERP. Until Lessee rectifies such deficiencies, Lessor’s procedures will serve as guideline for action and communication regarding passenger welfare, all cost borne by Lessee.

17.10. Parties agree to coordinate the release of any information to the media. Lessee agrees not to release any information regarding an emergency situation to the media prior receipt of official information from Lessor, provided that Lessee shall be permitted to make such disclosures as are required by law, regulation or stock exchange rule. Information is considered official if sent from following email addresses: aleksandrs.gusevs@smartlynx.aero; zygimantas.surintas@smartlynx.aero or other as may be suggested from time to time.

18. LIABILITY AND INDEMNITY

18.1. Lessor shall indemnify, defend and hold harmless Lessee from and against all costs, claims, demands, suits, judgments and causes of action of or brought by any third party (other than intentional harmful actions of passengers or owners of cargo carried on Aircraft) on account of injury or death or for loss of or damage to property (including Aircraft itself) arising out of the operation and/or maintenance of Aircraft, other than as may arise out of the gross negligence or willful misconduct of Lessee, its directors, officers, servants, employees and agents

18.2. Lessee shall indemnity, defend and hold harmless Lessor, Head Lessor from and against all costs, claims, demands and causes of action brought by any passengers or owners of cargo carried on Aircraft on account of injury or death or for loss of or damage to property (other than Aircraft itself) arising out of the operation and/or maintenance of Aircraft, other than as may arise out of the gross negligence or wilful misconduct of Lessor, its directors, officers, servants, employees and agents.

18.3. Each Party shall assume responsibility for death of or injury to or sickness or loss or damage to property of its own employees (including employees provided by one Party to the other in accordance with Agreement) and shall indemnify, defend and hold harmless the other in respect thereof, unless caused by the gross negligence or willful misconduct of the other Party.

18.4. Lessee shall, subject to the Warsaw Convention, Montreal Convention, Regulation (EC) No 261/2004 or any other regulation, as applicable, and subject to the terms of Agreement be liable for any delay, injury or death suffered, incurred or in respect of any passenger or any other person carried or to be carried on Aircraft or any loss, damage, destruction or delay of or to any cargo, baggage, personal effects or mail carried or to be carried by Aircraft and caused by an occurrence arising out of or incidental to the possession, use, maintenance or operation of Aircraft in accordance with Agreement and Lessee shall indemnify and hold Lessor, Head Lessor, Owner and Indemnities harmless in respect of all liability, costs, claims, demands, suits, judgments or actions including all costs and expenses of any defense unless caused by willful misconduct or gross negligence of Lessor.

18.5. Lessor shall be liable for any loss or damage to property or any injury or death of any person not carried by Aircraft caused by an occurrence arising out of or incidental to the possession, use, maintenance or operation of Aircraft in accordance with Agreement and Lessor shall indemnify and hold Lessee harmless accordingly in respect of all liability, costs, claims, demands, suits, judgments or actions including all costs and expenses of any defense except when such loss or damage is caused by the willful misconduct or gross negligence of Lessee.

18.6. Lessee shall indemnify and hold Lessor harmless in respect of all liabilities, costs, claims, demands, suits, judgments and causes of actions of or brought by a third party, including costs and expenses of any defense, arising from Lessee’s failure to comply with its obligations under Article 13 hereof, and Lessor shall indemnify and hold Lessee harmless in respect of all liabilities, costs, claims, demands, suits, judgments and actions including costs and expenses of any defense, arising from Lessor’s failure to comply with its obligations under Article 12 hereof.

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18.7. Each Party shall pay to the other Party on demand all expenses (including legal, survey and other costs) payable or incurred by the other Party in contemplation of, or otherwise in connection with, the enforcement of or preservation of any rights in accordance with Agreement or otherwise in respect of moneys owing in accordance with Agreement or in respect of any breach of any representation, warranty, covenant or undertaking herein contained or in respect of the repossession of Aircraft.

18.8. The indemnities contained in Agreement shall continue in full force and effect notwithstanding the expiration or other termination of Agreement.

19. INSURANCE

19.1. Lessor at its own cost and expense shall maintain in full force and effect during Lease Term Aircraft Hull and Third party Legal Liability insurance (including, to the fullest extent available, war and allied perils coverage for those perils excluded by War, Hijacking and Other Perils Exclusion Clause AVN48B or any modification or substitution thereof for the time being in force) for a Combined Single Limit of not less than USD 750,000,000 (Seven Hundred Fifty Million United States Dollars) each occurrence, unlimited in all but in the aggregate in respect of war and allied perils coverage. The Hull Insurance shall contain a waiver of rights of subrogation against the Lessee, provided that such waiver of rights of subrogation will not apply to any damage to the Aircraft caused by the gross negligence or willful misconduct of any Lessee.

19.2. The insurance maintained by Lessor shall include Lessee, its directors, officers, servants, employees and agents as additional insureds (except in respect of claims caused by the gross negligence or willful misconduct of any of Lessee, its directors, officers, servants, employees and agents).

19.3. In case Lessee shall require flights to Excluded Countries and Lessor, its insurer and Head Lessor have provided their written consent to operate such flights with Aircraft, Lessor shall maintain and Lessee will provide payment for, within five (5) days from invoice date, Hull All Risks and Hull War and Allied Perils insurance for Aircraft providing a waiver of subrogation against Lessee, its directors, officers, servants, employees or agents (except in respect of claims caused by the gross negligence or willful misconduct of any of Lessee, its directors, officers, servants, employees and agents).

19.4. Lessee at its own cost and expense shall maintain in full force and effect during Lease Term passenger (including passengers baggage and personal effects, war risk supplement per person), cargo and mail legal liability insurance for a combined single limit of not less than USD 750,000,000 (Seven Hundred Fifty Million United States Dollars) each occurrence, unlimited in all (including to the fullest extent available war and allied perils coverage for those perils excluded by War, Hijacking and Other Perils Exclusion Clause A VN48B or any modification or substitution thereof for the time being in force).

19.5. The insurance maintained by Lessee shall include Lessor and Head Lessor and their directors, officers, servants, agents and employees as additional insureds.

19.6. Certificates of Insurance, evidencing the principal details of the insurance arranged in respect of Agreement shall be provided by each Party to the other.

19.7. Lessee shall bear any additional insurance premiums for hull war risks or third-party liability if the premiums are increased solely as a result from the operation of Aircraft in certain high-risk areas (as per latest excluded area clause) at the request of Lessee. Operation of such flights shall be subject to prepayment of relevant premiums. Lessor shall inform Lessee of any intended increase in premium and, if requested by Lessee, shall cooperate with Lessee to reduce or eliminate such premiums.

19.8. The insurance maintained by Lessor may only be cancelled or materially altered in a manner adverse to the Lessee by Lessor giving not less than thirty (30) days’ (seven (7) days’ or such lesser period as may be customarily available in respect of War and Allied Perils) written notice to Lessee.

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20. REPRESENTATIONS AND WARRANTIES

20.1. Lessee hereby represents and warrants to Lessor that the following statements are, at the date hereof, true and accurate:

a. Lessee is duly incorporated under laws of United States of America and has the power to conduct its as presently conducted, to own or hold under charter or lease its assets, to enter into and perform its obligations under this; and

b. The documents which contain or establish Lessee’s constitution incorporate provision which authorize, and all necessary corporate action has been taken to authorize Lessee to sign and deliver and perform the transaction contemplated by Agreement; and

c. The execution and delivery of, the performance of its obligations under, and compliance by Lessee with the provisions of the Lease will not (i) contravene any existing applicable law of its state of registration (or any other laws applicable therein), (ii) conflict with, or result in any breach of any of the terms of, or constitute a default under, any agreement or other instrument to which Lessee is a party or is subject or by which it or any of its property is bound, (iii) contravene or conflict with any provision of its constitutional and/or organizational documents, or (iv) result in the creation or imposition of, or oblige it to create, any Lien over its undertaking or any of its assets, rights or revenues; and

d. Lessee is not in default under any material agreement to which it is a party or by which it may be bound and no litigation, arbitration or administrative proceeding is taking place or, to the best of its knowledge, pending or threatened against Lessee which could have a material adverse effect on its ability to perform its obligations under the Lease; and

e. The choice by Lessee of the Laws of England and Wales to govern the Lease and the submission by Lessee to the jurisdiction of the courts in England is valid and binding on Lessee; and

f. In any proceedings taken in any jurisdiction in relation to any of the Lease, Lessee will not be entitled to claim for itself or any of its assets immunity from suit, execution, attachment or other legal process; and

g. Lessee has fully disclosed to Lessor all facts which in Lessee’s reasonable belief are material for disclosure to Lessor in the context of this Lease and thereby, Lessee knows of no material facts that would render any information previously furnished by or on behalf of Lessee to be inaccurate or misleading and all information provided by Lessee is not misleading or inaccurate; and

h. No Event of Default has occurred and is continuing; and

i. Lessee is solvent and able to pay its debts as the same fall due and the transactions contemplated by the Lease are of commercial benefit to it and in its commercial interests; and

j. Lessee is not, and is not affiliated with a sanctioned person, nor does it have funds that are transferred from or through, nor does it have operations in any sanctioned country (any state, country or jurisdiction to which the use of Aircraft is not permitted under any sanctions, orders or legislation from time to time promulgated by any of: the United Nations, the European Union, the U.S. (including OFAC); any country which is prohibited under Lessor’s insurance coverage from time to time in effect, or any Governmental Authority of Latvia or any country having jurisdiction over Owner, Lessor or Head Lessor, the effect of which prohibits or restricts the location and/or consigning for use of the Aircraft in such state, country or jurisdiction); and

k. Lessee is subject to private commercial Law and suit under the Laws of all relevant jurisdictions, and Lessee is not entitled to sovereign immunity under any such Laws and the entry into and performance by Lessee of the Lease constitutes private and commercial act; neither Lessee nor its assets have the right of immunity from suit, attachment or execution on the grounds of sovereignty within any jurisdiction. Lessee covenants with Lessor that to the extent Lessee hereafter may acquire any such right of sovereign immunity, Lessee hereby irrevocably waives such rights in respect of its obligations hereunder; and

l. This Agreement constitutes legal, valid and binding obligations of Lessee which are enforceable in accordance with the provisions hereof.

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20.2. Lessor hereby represents and warrants to Lessee that the following statements are, at the date hereof, true and accurate:

a. Lessor is duly incorporated under the laws of Malta and has the power to conduct its activities as presently conducted, to own or lease its assets, to enter into and perform its obligations in accordance with Agreement; and

b. The documents which contain or establish Lessor’s constitution incorporate provision which authorize, and all necessary corporate action has been taken to authorize Lessor to sign and deliver and perform the transaction contemplated by Agreement; and

c. The Agreement constitutes legal, valid and binding obligations of Lessor which are enforceable in accordance with the provisions hereof; and

d. The execution and delivery of, the performance of its obligations under, and compliance by Lessor with the provisions of the Lease will not (i) contravene any existing applicable Law of its state of organization (or any other laws applicable therein), (ii) conflict with, or result in any breach of any of the terms of, or constitute a default under, any agreement or other instrument to which Lessor is a party or is subject or by which it or any of its property is bound, or (iii) contravene or conflict with any provision of its constitutional and/or organizational documents; and

e. On and as of Delivery, Lessor shall have the right to lease the Aircraft to Lessee; and

f. As long as no event of default of Lessee has occurred and is continuing Lessor shall ensure and guarantee that the Head Lessor shall ensure the quiet enjoyment of Aircraft by Lessee.

21. COVENANTS

21.1. Lessee hereby covenants with Lessor that during the Lease Term until Lessee’s obligations hereunder have been fully discharged it will:

a. subject to division of responsibilities between Lessor and Lessee of Articles 9 and 10

(i) not cause Aircraft to proceed to, or remain at, any location which is subject to a prohibition order (or similar order or directive) or, as the case may be, a contractual restriction, limitation issued by the insurers of Aircraft (under all policies mentioned herein), Aircraft manufacturer, Head Lessor and any applicable Government Entity; and

(ii) comply with all laws and regulations in United States and in any country to, from in or over which Aircraft is flown

b. notify Lessor immediately of any occurrence which would adversely affect Lessee’s ability to perform any of its obligations in accordance with Agreement and evidence effort to overcome effects of such occurrence;

c. obtain and maintain all necessary certificates, consents, licenses, permits and authorizations of Government Entities and other relevant bodies and take all action which may be necessary for the continued due performance of Lessee’s obligations of Agreement and for the use and operation of Aircraft;

d. pay promptly when due all navigation and en-route charges and all other charges payable by Lessee for the use of or services provided at any airport in respect of the Aircraft.

21.2. Lessor hereby covenants with Lessee that during the Lease Term until Lessor’s obligations hereunder have been fully discharged it will:

a. not cause Aircraft to proceed to, or remain at, any location which is subject to a prohibition order (or similar order or directive) or, as the case may be, a contractual restriction, limitation issued by the insurers of Aircraft (under all policies mentioned herein), Aircraft manufacturer, Head Lessor and any applicable Government Entity; and

16

b. comply with all laws and regulations in force in Malta and in any country to, from in or over which Aircraft is flown.

c. notify Lessee immediately of any occurrence which would adversely affect Lessor’s ability to perform any of its obligations in accordance with Agreement and evidence effort to overcome effects of such occurrence;

d. obtain and maintain all necessary certificates, consents, licenses, permits and authorizations of Government Entities and other relevant bodies and take all action which may be necessary for the continued due performance of Lessor’s obligations in accordance with Agreement and for the use and operation of Aircraft;

e. promptly provide copies of all reports or documents relating to Aircraft or its operation to Lessee.

22. APPLICABLE LAW

22.1. Agreement shall be governed by and be construed in accordance with the laws of England and Wales. Parties agree that courts of England have jurisdiction to settle any disputes that may arise in connection with the Agreement and irrevocably submit to the jurisdiction of the courts of England in respect of such disputes.

22.2. If any dispute or claim should arise between Parties relating to the Agreement or to any rights or obligations conferred or provided for herein, Parties agree to each use all reasonable efforts to amicably resolve such dispute or claim.

22.3. Except as expressly provided herein, the remedies of Parties hereunder shall be limited to remedies for breach of contract only, and, notwithstanding anything to the contrary contained in this Agreement, neither Party shall be entitled to pursue or seek punitive or consequential damages for any alleged breach relating to or arising in accordance with Agreement.

23. NOTICES

23.1. All notices, requests, demands and other communications required or permitted by the terms of Agreement to be given or made to either Party shall (unless otherwise specified) be in writing in English and shall be given by any one of the following means: personal delivery, airmail, fax or e-mail to the addresses and numbers given below or at such other address or number the recipient may have notified to the other Party in writing, and shall be deemed duly served upon receipt.

a. Lessors’ address:

SMARTLYNX AIRLINES MALTA, a company organized under the laws of Malta, whose address is at Nu Bis Centre, Trig II-Mosta, hal Lija, LJA 9012, Malta,

Phone: +3717207392                 Fax +3717207392

Email info@smartlynx.aero and aleksandrs.gusevs@smartlynx.aero

Represented by Aleksandrs Gusevs, Board Member and VP Commercial

b. Lessee’s address:

Global Crossing Airlines, Inc, an air carrier established under the laws of United States of America, at 4th Floor, 4200 NW 36th Street, Miami, Fl 33166,

Phone: NUMBER: 305.869.4780

Email: ryan.goepel@globalairlinesgroup.com

23.2. All notices shall be in writing, in English and shall be deemed received:

a. in the case of a notice delivered personally, at the time of delivery;

b. in the case of a notice by facsimile on confirmation of receipt; and

c. in the case of e-mail, the day on which it has been sent to any of email addresses above

17

24. CONFIDENTIALITY AND DATA PROTECTION

24.1. Each Party (which for this purpose will include each Party’s employees, agents, representatives and advisors) undertakes that it shall not at any time during the Lease Term and for a period of five (5) years after termination of this Agreement, disclose to any person any confidential information concerning the other Party’s business, affairs, customers, clients or suppliers or this Agreement (including but not limited to any reports, data or information furnished under this Agreement), except as permitted by Article 24.2.

24.2. Each Party may disclose the other Party’s confidential information: (a) to its employees, agents, representatives and advisers who need to know such information for the purposes of exercising the Party’s rights or carrying out its obligations under or in connection with this Agreement. Each Party shall ensure that its employees, agents, representatives or advisers to whom it discloses the other Party’s confidential information comply with Articles 24.1 to 24.3; and (b) as may be required by law, a court of competent jurisdiction or any regulatory or statutory authority.

24.3. Neither Party shall use the other Party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

24.4. The provisions of Articles 24.1 to 24.3 shall not apply to any confidential information that: (a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving Party (including its agents, employees or representatives) in breach of this clause); (b) was available to the receiving Party on a non-confidential basis before disclosure by the disclosing Party; or (c) was, is or becomes available to the receiving Party on a nonconfidential basis from a person who, to the receiving Party’s knowledge, is not bound by a confidentiality agreement with the disclosing Party or otherwise prohibited from disclosing the information to the receiving Party.

24.5. Neither Party will acquire any right in the other’s data and/or information. The receiving Party will take all necessary steps to ensure that it will not use nor reproduce any data, information or know-how of the disclosing Party which comes into its possession or control, except as required by this Agreement.

24.6. Each Party shall take all necessary steps to ensure that data and information belonging to the other Party which comes into its possession or control in the course of this Agreement is protected and shall not: (a) use the data or information nor reproduce the data or information in whole or in part in any form except as may be required by this Agreement; (b) disclose the data or information to any third party or persons not authorized by the disclosing Party to receive it, except with the prior written consent of the disclosing Party; or (c) alter, delete, add to or otherwise interfere with the data or information (save where expressly required to do so by the terms of this Agreement and only with the prior consent of the disclosing Party).

24.7. Each Party shall ensure that if it becomes aware of any data security breach it shall immediately take all steps necessary to prevent further breach, and it shall immediately report any such breach of this Article 24 to the other Party.

24.8. To the extent that any data or information belonging to a disclosing Party that may be processed or accessed by the other Party is personal data within the meaning of any applicable data privacy or personal data legislation, the Parties will comply with all applicable rules and regulations.

24.9. Each Party will indemnify and hold the other Party harmless (and keep it indemnified and held harmless notwithstanding termination of this Agreement) against all costs, claims, demands, suits, judgments and causes of action of or brought by any third party directly as a result of any breach by the indemnifying Party of any of the provisions of this Article 24.

24.10. This Article 24 shall survive the termination or expiry of this Agreement.

25. MISCELLANEOUS

25.1. Nothing in the Agreement is intended to create any form of partnership or joint venture between Parties.

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25.2. Neither Party may assign or otherwise transfer any of its rights and/or obligations in accordance with Agreement without the prior written consent of the other Party.

25.3. The terms and conditions of Agreement shall not be varied otherwise than in writing and executed by Parties.

25.4. The failure of any Party in any one or more instances to insist upon observance of one or more of the covenants or conditions hereof, or to exercise any remedy, privilege or option herein conferred upon or reserved to such Party, shall not be construed as a waiver of any future breach of any covenants or conditions or of the right to enforce the same or to exercise such privilege, option or remedy.

25.5. If any term or condition of Agreement shall to any extent be invalid or unenforceable, the remainder of Agreement shall not be affected thereby and each other term and condition shall be valid and enforceable to the fullest extent permitted by law.

25.6. Parties shall keep the terms and conditions of Agreement confidential. The parties shall consult with each other with respect to any proposed redactions to this Agreement in compliance with applicable laws before it is filed publicly.

25.7. The rights and remedies conferred on Parties by Agreement are cumulative and are not exclusive of any rights and remedies provided by law.

25.8. Lessee shall not (except with the prior written consent of Lessor) directly or indirectly solicit or entice away (or attempt to solicit or entice away) from the employment or engagement of Lessor any person (employee, worker or independent contractor) employed or engaged by Lessor at any time during the term and for a further period of 12 months after the termination of this Agreement. If Lessee commits any breach of this clause, Lessee shall, on demand, pay to Lessor a sum equal to USD150 000 plus the recruitment costs incurred by Lessor in replacing such person.

25.9. This Agreement may be executed in any number of copies. A signed and scanned signature on any copy shall be deemed an original for all purposes.

25.10. This Agreement is valid for acceptance until 1st of June, 2020. Should due to any reason Agreement not be signed by Lessee by this date, Lessor has right to release Aircraft in the market or reoffer it to Lessee at different commercial conditions.

25.11. Parties shall each bear their own legal costs arising out of documenting this transaction.

IN WITNESS WHEREOF Parties have caused Agreement to be executed the date first above written.

Made in Malta and Made in Miami

For and on behalf of		For and on behalf of
SMARTLYNX AIRLINES MALTA – LESSOR		Global Crossing Airlines, Inc – LESSEE
	/s/ Aleksandrs Gusevs		/s/ Ryan Goepel
	Aleksandrs Gusevs		Ryan Goepel
	Board Member		EVP and CFO

19

Annex A

Rates, Payments and Additional Support

1. RENT

1.1. Lessee shall pay Lessor Lease Rate of Two Thousand Five Hundred USD (USD 2500) per Block Hour for all Block Hours in accordance with Minimum Period Guarantee.

The Block Hour rates set forth in this Article 1.1 shall be increased for inflation on 1 December of each calendar year (commencing 1 December 2021) by a percentage amount equal to three percent (3%).

1.2. Rent is inclusive of cockpit crew and per diems at Fifty USD (USD 50) per person per day, exclusive of accommodation at Base as well as exclusive of any air or ground crew positioning costs to and from Base, if direct related to the flight program of Lessee.

1.3. Lessee shall prepay Lessor Rent for all Additional Block Hours over and above the Minimum Period Guarantee of respective Lease Term according to rates of Annex A, Article 1.1.

For avoidance of doubt, Lessor is not obliged to operate hours in excess of Minimum Period Guarantee, but shall not unreasonably refuse any such requests from the Lessee.

1.4. All payments shall be made without deduction or withholding and in immediately available funds. All payments are considered executed when received in Lessor’s bank account.

1.5. Lessor shall report to Lessee the number of actual Block Hours flown based on Aircraft Journey Log report within 24 hours after each given Flight. Journey Log serves as reference for accounting Block Hours. Block Hours are measured to two decimal places.

1.6. Block Hours associated with deliver)’ and redelivery of each Aircraft shall not be counted towards Minimum Period Guarantee of respective Lease Term and shall be paid as per clause 5.1 of ACM I Agreement.

1.7. After completion of redeliver) flight, fuel reconciliation shall be performed compared to position prior to delivery flight. Fuel reconciliation shall be performed after each time Aircraft has left Base in accordance with Article 9.5 of Agreement. Rent of extra cabin crew or flight crew is reconciled at the end of the Lease Term but prepaid as per approximate amounts prior to being used.

1.8. Lessor is obliged to provide cabin crew trainers to train Lessee’s cabin crews in accordance with procedures of Lessor so as to permit them operate on the Aircraft independently. In the alternative, parties might evaluate an option that Lessee may provide a crew trainer to be trained by Lessor and then the crew trainer shall be responsible for providing training to the rest of Lessee’s cabin crew. Trainer services fee is in amount of $200USD per person per day and all expenses, including travel, hotel accommodation of trainer, facility rental, and materials printing are Lessee’s cost.

1.9. Lessor may provide services of their cabin crew, at extra cost of $75USD per person per Block Hour operated and all other support on Lessee expense prepaid. It is Lessee’s decision to request or not cabin crew members to operate the flights.

1.10. Lessee acknowledges that the Lessor may conduct periodic evaluations of the cabin crew as required by the Aviation Authority, by way of observation on certain flights. Lessee is liable for paying fee. under Annex A Article 1.9 as well as all travels and hotel accommodation for such observers. Such observation flights shall be coordinated between parties and shall not exceed 5% of all flights.

1.11. Should flights operate in a W-pattern occur, or flight operations to down route stations not supported by EASA approved part 145 A320 MRO providers, then a flying spanner shall be required on such flights, and Lessor may provide such at extra costs of Sixty Five USD (USD 65) per person per Block Hour, plus per diem of Seventy USD (70USD) and all other support, on Lessee cost.

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1.12. The rate is based on average hour cycle ratio for Lease Term of 3:1 and if any calendar month during Lease Term the ratio will be lower than 10% from above, that is, below 2.7:1, Lessee will compensate this by paying a surcharge on all hours flown during that calendar month by a percent increase in Lease Rate that corresponds to decimal insufficiency towards cycle ratio above.

1.13. Whenever Lessor’s cabin crew is operating for Lessee, they are entitled to same onboard sales bonus as Lessee’s own cabin crew operating on Flights, if any. Details of such are further agreed between Parties.

2. PAYMENT

2.1. Following Rent payment schedules for Lease Term One, Lease Term Two, Lease Term Three, Lease Term Four, Lease Term Five, Lease Term Six, Lease Term Seven and Lease Term Eight will apply, in any Lease Term payment dates being 1st date of month for 16th to last date of that month, and 15th date of month for the l^sl to 15^lh date of the following month, any date being weekend or national holiday payment will be made on previous workday.

All payments to be made in accordance with Agreement by Lessee to Lessor shall be made directly into Lessor’s account, as per below details:

Account number – 0001E939

Beneficiary ASSOCIATED FOREIGN EXCHANGE

21045 CALIFA ST, WOODLAND HILLS

CA 91367, USA

IBAN GB04BARC20000042824I44

Bank BARCLAYS BANK PLC

1 CHURCHILL PLACE

E14 5HP LONDON

SWIFT code BARCGB22

Rent payments and all other sums payable shall be in USD and shall be free of banking charges and fees shall be deemed to have been made on the date on which they are received in Lessor’s bank account.

2.2. Any set off or deduction is subject to written consent of Lessor.

2.3. All incoming payments from Lessee to Lessor will first be applied to least recent invoices unpaid.

2.4. An interest rate of 3% per annum shall be applied on all outstanding payments, as of date when payment should have been latest received to date when they were actually received.

2.5. All payments are considered executed when received in Lessor’s bank accounts. Non-operation of Flights due to Lessee’s non-fulfilment of payment obligations does not release them from accruing obligations.

2.6. Block Hours over Minimum Period Guarantee are prepaid at estimate level and reconciled at the end of each Lease Term. For avoidance of doubt, all Block Hours are paid prior they are flown.

2.7. Intentionally blank;

2.8. At the end of each Lease Term, reconciliation will be completed within 30 days after the redelivery’ of Aircraft.

2.9. Lessor has right not to operate Flights if any payment due is not received.

2.10. All ancillary payments (travel cost, trainer fee and similar) are prepaid at estimated level for following month on15th date prior month when such are consumed, reconciled as per actual, until 15th date of following month.

3. DEPOSIT

3.1. To ascertain that Lessee Leases the Aircraft and fulfils their obligations herein, Lessee shall provide a deposit (the “Deposit”) in a form of cash from a respectable bank, amounting to Two Hundred Fifty Thousand USD (USD 250 000) per each Aircraft 1 and Aircraft 2. The Deposit shall be paid as follows:

a) For Aircraft-1: For Lease Term One: USD 250 000 within 5 Business Days after signature of this ACMI Lease Agreement but in any case, no later than 4th of June, 2020;

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For Lease Term Two and all following Lease Terms: USD 100 000 no later than 31^st of July of each applicable calendar year, USD 100 000 no later than 30^lh of September of each applicable calendar year and USD 50 000 no later than l^st of November of each applicable calendar year.

b) For Aircraft-2: For Lease Term Two and all following Lease Terms USD 100 000 no later than 31^st of July of each applicable calendar year. USD 100 000 no later than 30^th of September of each applicable calendar year and USD 50 000 no later than 1^st of November of each applicable calendar year.

Within 30 days of the end of each Lease Term, Lessor shall return the full amount or part hereof of the Deposit to Lessor. For avoidance of doubt, first instalment of Aircraft-1 of USD 50 000 is a non-refundable amount to be kept by the Lessor in any conditions.

3.2. Lessee acknowledges that Lessor may access and use Deposit in all and any cases as stipulated by Agreement, inparticular to remedy obligations to lease Aircraft during each Lease Term, pay or provide support, without prejudice to any other remedies available to Lessor.

If, for any reasons cash deposit is used and applied as payment for Lessee’s due obligations in whole or in part during Lease Term, Lessee shall restore cash deposit to the full amount within five (5) days from notification of Lessor.

3.3. Lessor shall within two (2) days after a written request of Lessee to release the Deposit one of the following occur:

a. Lessor does not obtain the necessary approvals from board or Head Lessor to enter into Agreement,

b. Lessor Aviation Authority does not approve lease of Aircraft,

c. Aircraft inspection or Audit of Lessor by Lessee has a justifiable unsatisfactory conclusion,

d. Insurance agreed in the Agreement is invalidated for any reason attributable to Lessor; or

e. Lessor fails to deliver Aircraft (other than for reasons of Force Majeure or Total Loss) or Replacement Aircraft on the Delivery Date; or

f. Lessor ceases to be a commercial air carrier hence failing to perform the services.

3.4. Lessee is obliged to provide Lessor with monthly evidence of payment of over flight fees as accrued by Aircraft. Lessor may request Lessee to present evidence of payment of fees to other suppliers, including but not limited to ground handling agents and fuel suppliers. Provision of such information in a regular and accurate manner is a material obligation of Lessee.

3.5. Failure of Lessee to abide to their obligations precludes Lessor from fulfilling theirs.

IN WITNESS WHEREOF Parties have caused Agreement to be executed the day and year first above written.

Made in Malta and Made in Miami

For and on behalf of		For and on behalf of
SMARTLYNX AIRLINES MALTA – LESSOR		Global Crossing Airlines, Inc – LESSEE
	/s/ Aleksandrs Gusevs		/s/ Ryan Goepel
	Aleksandrs Gusevs		Ryan Goepel
	Board Member		EVP and CFO

22

Annex B

Direct Operating Costs (DOC’s)

Lessee is responsible for all expenses as follows, irrespective of whether Lessee has or has not been payer of those:

a. accommodation in single rooms of minimum 4*** international standard, with continuous room stock at same hotel corresponding to contractual number of crews, professionally secured if deemed necessary by Lessor’s security management, on a bed and breakfast basis (early departure meals available) with free of charge wireless internet access and laundry facilities in Base and all outstations, during duty and off-duty days for all Lessor’s crew, station manager and technical personnel. Choice of the hotel is subject to Lessor’s preparation team’s consent, prerequisites for room facilities being climate control, smoke detector, direct phone line into room, black-out curtains, light level control, room’s size not less than 18sqm.

b. ground transport for Lessor’s crew, station manager and technical personnel between the place of accommodation and Base, professionally secured if deemed necessary by Lessor’s security management. Parties agree to use hotel shuttle for such ground transportation between the place of accommodation and Base, In case transportation is needed outside of hotel shuttle working hours, a separate dedicated ground transportation shall be organized for Lessor’s personnel accordingly. Lessee acknowledges that maintenance personnel and crew have different patterns of need for ground transport, all transport related to Lessee’s Flights. Travel for all Lessor’s crew, station manager and technical personnel to and from Base, whenever not related to Flights at maximum USD 75 000 (excluding extra crew and cabin crew and cabin crew trainers) per each Lease Term per each Aircraft. Travel is organized by Lessor’s travel organization, except when related to Lessee’s Flights. First travel choice is by air at lowest coach standard rate with 1 check-in luggage included; if not available or suitable as deemed by Lessor’s crewing specialist then second choice is by land.

c. airside passes and work permits and all costs related to obtaining such, to be supplied latest at least one week prior to of.

d. All visas, invitation letters and expenses associated with obtaining such, including security course, air side driver’s license course and administrative fees.

e. suitable secure, clean and air-conditioned and Iockable storage space airside for parts (if 10 sqm per aircraft for consumables and l0sqm per aircraft for wheels and brakes), with free of charge wired internet connection with non-blocked TCP/UDP ports for H323 VoIP calls and 230V electricity supply, isolated from Lessee activities or other activities, furnished with shelves capable to carry the load of components (20kgs per shelf) at Base. Lessee is obliged to provide technical drawings of such premises, as well as address thereof no later than two weeks prior to of to allow set up and certify line maintenance station.

f. shared transport -landside and airside for Lessor’s technical personnel and station manager sufficiently large to carry wheels and brakes as well as airside ID for the transport.

g. Airside escort, if such is needed.

h. As available with Lessee’s contract agency, a suitable crew-briefing room with telephone, fax and with free of charge wired internet connection with non-blocked TCP/UDP ports for HTTP, HTTPS, SSL, VPN (L2TP), and 110V electricity supply. 24h stable internet connection (without peak bottlenecks). If no briefing room at the airport can be provided Lessee provides one extra room at the Base hotel to be used as briefing room, no later than one day prior to to of.

i. Suitable shared office within the existing premises of the Lessee, with telephone, fax and with free of charge wired internet connection with non-blocked TCP ports for HTTP, HTTPS, SSL, VPN (L2TP), 110V electricity supply. As available, l0Mpbs speed with packet loss less than 3%; usage of Smart lynx VPN router (with DHCP WAN); provide contact information of Local IT support, no later than one day prior to 16th April, 2018.

23

j. an experienced dedicated operations liaison representative of Lessee to liaise with Lessor and operationally assist at all stations in respect of all matters in connection with the operation of Aircraft including obtaining necessary Visas, permits. Ids and passes;

k. any and all customs (on parts temporarily imported by Lessor), immigration and inspection fees or charges, including per passenger fees, overtime charges, late return fees and services charges imposed by any Government Entity unless such costs occur from incorrectly filled in customs documents by Lessor or their suppliers;

I. any and all taxes, fees, security charges, departure taxes and related charges which are assessed on a per passenger basis or based on air revenue (excluding taxes based on the net income of Lessor) which are imposed by any Government Entity or airport authority, including;

m. screening of passengers, baggage, mail and cargo, all passenger claims, compensations and welfare costs

n. all documentation and approvals to be obtained in relation to Flights in accordance with Agreement, including all traffic rights, slots

o. insurance under the responsibility of the Lessee as provided in Agreement, including any supplements for war risk

p. free of charge freight on Lessee’s flights for spares required to maintain Aircraft

q. marketing, sales, ticketing and check-in;

r. other Direct Operating Costs as follows:

(i) re-fuelling/de-fuelling operations (including crew, operations officer and maintenance personnel to check and verify the delivered fuel quantity and quality and supply of fluid replenishment), fuels, hydraulic fluids, de-icing fluid, lubricants and all maintenance fluids and gasses and in plane services of fuel, lubricants and other fluids, nitrogen for the operation of Aircraft including oil for hydraulic and engines

(ii) ground handling and security at all locations serviced by the Aircraft, including passenger, baggage, mail, cargo and crew handling (including baggage mail and cargo storage, loading and unloading Aircraft) and securing Aircraft doors before take-off, and terminal and facility security in connection with Operations;

(iii) provision of labor and suitable equipment at all locations serviced by the Aircraft to perform apron service including, but not limited to, all servicing of Aircraft toilets, and fluids, marshalling, chock, ground power during transit time, de-icing, engine starting, firefighting, heating and cooling, passengers and crew steps, water replenishment and ground to cockpit communications;

(iv) interior and exterior cleaning and serviceability of the Aircraft at the Base to accepted international airline standards, , including replacement of missing life jackets, cleaning or replacement of seat covers and cleaning of carpets, as well as repair of and replacement of movable emergency equipment and fittings. Turnaround cleaning at the outstation to be performed by the cabin crew.

(v) landing and all airport charges and taxes;

(vi) aircraft parking, towing and security, qualified ground crew, operations officer and maintenance personnel to assist with Aircraft movement, push back, tugs, tow bar and qualified crew, operations officer and maintenance personnel for taxi-in and push-out procedures;

(vii) over flight charges and any other route navigation charges, including Euro control, traffic rights, overfly and other Air Traffic Control and en route navigation charges incurred by Lessor in connection with the operation of Aircraft for flights in accordance with Agreement;

(viii) intentionally blank;

(ix) customs, immigration and inspection fees related to Aircraft operations or supplies;

24

(x) all catering for cockpit and cabin crew with one warm meal-set and snack as per Lessor’s OM-A, as well as soft drinks per roundtrip flight per crew member, all catering equipment and responsibility of such, also when borrowed from Lessor;

(xi) all in-flight service materials and dry goods including but not limited to In-Flight-Entertainment content and headsets, safety-on-board cards, airsickness bags, blankets, pillows and headrest covers;

(xii) intentionally blank;

(xiii) delivery and redelivery of Aircraft on a 50/50 basis; and

(xiv) any and all other reasonable direct operating cost incurred in the performance of Flights whether or not listed above.

Charges for all DOCs shall be paid directly by Lessee and in those cases where such DOCs are invoiced to Lessor then Lessor will re-invoice such to Lessee, with 1% service fee, and Lessee will pay them within two days from invoice date.

Made in Malta and Made in Miami

For and on behalf of		For and on behalf of
SMARTLYNX AlRLINES MALTA – LESSOR		Global Crossing Airlines, Inc – LESSEE
	/s/ Aleksandrs Gusevs		/s/ Ryan Goepel
	Aleksandrs Gusevs		Ryan Goepel
	Board Member		EVP and CFO

25

Annex C

Flight Schedule

Made in Malta and Made in Miami

For and on behalf of		For and on behalf of
SMARTLYNX AlRLINES MALTA – LESSOR		Global Crossing Airlines, Inc – LESSEE
	/s/ Aleksandrs Gusevs		/s/ Ryan Goepel
	Aleksandrs Gusevs
	Board Member

26

AIRCRAFT ACMI LEASE AGREEMENT (“AGREEMENT” OR “ACMI LEASE”) IS MADE ON      OF JUNE, 2020 BETWEEN

Global Crossing Airlines, an air carrier established under laws of United States of America, VAT number:85-0655281, whose principal office is at 4^th Floor, 4200 NW 36^th Street, Miami, Florida 33166, hereinafter referred as “Lessor” or “Global X”

AND

SMARTLYNX AIRLINES MALTA an air carrier established under the laws of Malta, VAT nr.: 25886226, whose principal office is at Nu Bis Centre, Trig II-Mosta, hal Lija, LJA 9012, Malta hereinafter referred as “Lessee” or “Smartlynx”

Both referred to jointly as Parties

WHEREAS Lessor has available for wet lease two Airbus 320 airplanes (Aircraft, or when referred to individually Aircraft 1 or Aircraft 2), both 180-seats all economy, MTOW 77t (or any Replacement Aircraft) with cover of cockpit crew, maintenance and insurance (hereinafter referred to as “Aircraft”))

AND WHEREAS Lessee wishes to wet lease from Lessor, and Lessor is willing to lease to Lessee, Aircraft for purpose of carrying out on behalf of Lessee certain Flights, this in accordance with ORO.AOC.110 of EU Regulation 965/2012.

1. DEFINITIONS

The following terms shall, unless the context otherwise requires, have the following respective definitions for the purposes of Agreement:

a. “Aircraft” means the following two aircraft: Airbus 320 aircraft, American registration mark, 180-seats all economy, MTOW 77t with all appliances, communications equipment, accessories and instruments installed and all flight manuals, maintenance manuals, log records and historical records. It also means any other Lessor’s aircraft of similar seating and performance capacity, having American registration marks, as may be substituted therefore in accordance with the terms of Agreement. Lessee agrees to accept any other Airbus 320 aircraft registration that Lessor will offer, at least 180-seats and similar performance capacity

b. “Aircraft ACMI Lease” means that the Aircraft is operated under Lessor’s AOC, under the rules and regulations of FAA, by Lessor’s appropriately trained cockpit crew, maintained and insured by Lessor as defined further in Agreement.

c. “Approved Maintenance Organization” means a maintenance organization approved pursuant to the Maltese Regulations.

d. “Aviation Authority” means the legal institution with the control and supervision of registration, airworthiness or operation of civil aircraft or other matters relating to civil aviation, in United States of America.

e. “Base” is same for Aircraft 1, Aircraft 2 meaning Riga International Airport (RIX) in Latvia or any other airport as might be advised by Lessee prior start of each Lease Term; base is the airport where Aircraft makes overnight stops and maintenance activity is carried out by Lessor.

f. “Block Hour” means each hour, or part thereof, elapsing from the moment the chocks are removed from the wheels of an Aircraft until the chocks are returned to the wheel as recorded by captain in command in Journey Log used as accounting reference by Parties.

g. “Day” means a day, other than a Saturday or Sunday, on which banks in Malta and United States are open for execution of transactions of Agreement; wherever reference to timing is made, that shall be UTC.

h. “Delivery Date” means delivery of the Aircraft to the Base on a date mutually acceptable to Lessor and Lessee, which date shall, in any case, be prior to the beginning of each Lease Term.

i. “EASA” means European Aviation Safety Agency.

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j. “Event of Default” means any of the events specified in Article 15.

k. “Excluded Country” means, unless Lessor has otherwise provided its consent, any country that is the subject to an embargo, sanction, export restriction or prohibition order (or any similar order or directive) of:

• the United Nations Security Council; or

• any Governmental Entity of the European Union, the United Kingdom, the United States of America, the State of Registration or any other country in which the Aircraft is habitually based from time to time, which, in each case, (a) is applicable to (i) Lessee or Lessor or (ii) the ownership, leasing or operation of the Aircraft and (b) has the effect of prohibiting aviation activities to or from such country, for so long as such embargo, sanction, export restriction or prohibition order remains in effect.

I. “Excluded Person” means any Person:

• whose property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 24, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001));

• on the list of “Specially Designated Nationals” and “Blocked Persons” or subject to the limitations or prohibitions under any OFAC regulation or executive order;

• who is the subject of a United Nations sanction or whose assets have been frozen by enabling legislation of the same in the State of Registration; or

• who is the subject of any laws similar to or consistent with the foregoing clauses (i) through (iii) as the same are enacted in the State of Registration,

• in each case, as the same are amended or supplemented from time to time, and including any successor laws as the same are enacted from time to time.

m. “Excluded Transaction” means any transaction, including with an Excluded Person, which would be prohibited for Lessee or Lessor by reason of being:

• a violation of the United States Bank Secrecy Act or any applicable regulations thereunder (to the extent it is applicable to Lessee or Lessor);

• contrary to any of the sanctions programs administered by OFAC, any regulations promulgated thereunder by OFAC or under any affiliated or successor governmental or quasi-governmental office, bureau or agency, or any enabling legislation or executive order relating thereto (in each case, to the extent it is applicable to Lessee or Lessor); or

• contrary to any laws similar to or consistent with the foregoing clauses (i) through (ii) as the same are enacted in the State of Registration and are applicable to Lessee or Lessor,

• in each case, as the same are amended or supplemented from time to time, and including any successor laws as the same are enacted from time to time.

n. “EUR” means euro.

o. “Federal Aviation Administration” or “FAA” means Aviation Authority of United States of America.

p. “Flight Hour” means each hour or part thereof elapsed from take-off to touchdown during a Flight made during a Lease Term.

q. “Flights” means Lessee’s flights as detailed in Flight Schedule.

r. “Flight Schedule” means the schedule for flights agreed between the Lessee and the Lessor.

s. “Force Majeure” means a delay to act or failure to act due to or arising out of unforeseeable and unavoidable circumstances that are outside of the control of either Party, such as acts of God, bird strike, lightning strike or hijacking, civil war, insurrection, riot, fire, flood, explosion, earthquake, epidemic, quarantine restriction, any act of terrorism, any act of any government, governmental priority, allocation, regulation, order affecting necessary materials, facilities or Aircraft, strike or labor dispute causing cessation, slowdown or interruption of work (other than strikes, disputes, slowdowns and interruptions by Lessor’s employees or employees of its subcontractors) or inability after due and timely diligence to procure equipment, data and materials from suppliers or any other cause to the extent that such cause is beyond the control of Lessor or Lessee.

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t. “Government Entity” means and includes

(i) any national government, political subdivision thereof, or local jurisdiction therein;

(ii) any official board, commission, agency, department, division, organ, instrumentality, court or agency of any thereof, howsoever, constituted including, without limitation, the Federal Aviation Administration; and

(iii) any official organization or institution to whose jurisdiction any thereof is subject.

u. “Head Lessor” means the entity from which Lessor leases any Aircraft and Replacement Aircraft.

v. “Heavy Maintenance” means any maintenance, to be carried out by an Approved Maintenance Organization requiring the use of approved hangar facility for activities such as but not limited to: 24 month / 7500 flight hours checks or 72 month checks or complex modifications.

w. “Indemnitees” means Lessor and Head Lessor.

x. “Journey Log” means a document executed by captain in command after each Flight containing information on such Flight, in particular Block Hours, which will be utilized by Parties for accounts and utilization measurement purposes.

y. “Lease Term” means collectively or separately Lease Term One, Lease Term Two, Lease Term Three, Lease Term Four and Lease Term Five, Lease Term Six. Lease Term Seven and Lease Term Eight, as the context may require.

z. “Minimum Period Guarantee” is the minimum agreed utilization in Block Hours per Aircraft during each Lease Term, measured in Block Hours, as stipulated in Article 4.

aa. “Redelivery Date” means departure date from Base at the end of each Lease Term, as detailed in Article 5.

bb. “Rent” means the sum payable by Lessee pursuant to Article 6 and Annex A. The Lease Rate is the ACMI price of operating one Block Hour.

cc. “Replacement Aircraft” means (a) an aircraft other than Aircraft 1 or Aircraft 2 with similar safety and performance standards, operated by Lessor with American registration marks, equipped with substantially the same equipment with no less capacity (being 180 seats) than Aircraft 1 or Aircraft 2, as applicable, and otherwise meeting the requirements of Article 12.1 or, if an aircraft described under (a) is not available, then (b) any other aircraft otherwise meeting the requirements of (a) and Article 12.1, provided that, any such aircraft under (a) or (b) shall be operated in accordance with, and pursuant to, the provisions of Agreement as if references to “Aircraft” were to “Replacement Aircraft”. Lessor has the right to replace the Aircraft with a Replacement Aircraft subject to the final approval of Lessee, which shall not be unreasonably withheld, at no additional cost to Lessee.

dd. “Traffic Documents” means the passenger tickets, baggage checks, airway bills and any other documents required under any applicable law and convention in relation to any passenger, cargo or mail which may be carried on Aircraft.

ee. “Total Loss” means the loss or destruction or damage to Aircraft such that a determination by the insurers or Head Lessor is made under the policy of hull insurance that repair would be impractical, or any seizure or requisition for use of title or confiscation of Aircraft.

ff. The word “person” or “persons” or to words importing persons include, without limitation, individuals, firms, partnerships, joint ventures, trust, Government Entities, organizations, associations, corporations, government agencies, committees, departments, authorities and other bodies, corporate or incorporate, whether having legal distinct personality or not, or any member of the same.

gg. “USD” means United States dollar.

hh. “Lessor”, “Lessee” or “Indemnitees” mean and include their respective directors, officers, servants, agents, employees and sub-contractors.

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ii. Words in the plural shall imply singular and vice versa; reference to an article in the Agreement shall imply reference to all sub-clauses in the Agreement.

jj. Any agreement or instrument shall include such agreement or instruments as it may from time to time be amended, supplemented or substituted.

kk. Headings in the Agreement are for ease of reference only and shall not affect the construction or interpretation of Agreement.

2. LEASE OF AIRCRAFT

2.1. Lessor agrees to lease the Aircraft to Lessee and Lessee agrees to take the Aircraft on lease from Lessor for the length of the Lease Term upon the terms and subject to the conditions of Agreement.

2.2. During the Lease Term, each Aircraft shall have a passenger configuration of no less than 180 seats and shall be operated on the Flight Schedule, as may be amended from time to time upon mutual agreement of Lessor and Lessee, always in accordance with clause 14.2.

2.3. Agreement to lease extends to any Replacement Aircraft provided due to maintenance, operational or other reasons.

3. CONDITIONS PRECEDENT

3.1. Lessor’s obligations to deliver Aircraft prior to each Lease Term and to operate Aircraft during each Lease Term shall be subject to and conditional upon Lessor having received:

a. All prepayments and deposit and rent in accordance with Annex A to Agreement;

b. Evidence satisfactory to Lessor that Lessee has or will have, prior to each Lease Term, the necessary permissions, consents, licenses and approvals from the relevant Government Entities for the operation of Flights by the Aircraft, in particular, a valid air operator certificate;

c. Lessee’s certificate of insurance, and required co-insurance certificates;

d. Assurances satisfactory to Lessor, acting reasonably, prior to each Lease Term, that Lessee is able to provide support to Lessor as stipulated in this Agreement; and

e. a copy of Lessee’s constitutional documents, certified by a member of Lessee’s management board as being true, correct and up-to-date and as containing all amendments, together with an incumbency certificate as to the Person or Persons authorized to execute and deliver such documents on behalf of Lessee; a copy of the corporate resolutions of Lessee, certified by a member of Lessee’s management board as being true, correct and up-to-date and as containing all amendments, evidencing due approval and authority of Lessee for the execution, delivery and performance of this Lease and all other documents related thereto; and

f. ACMI lease agreement between Smartlynx as lessor and Global X as lessee in relation to wet lease of A320 Aircraft (hereinafter referred to as “Lease 2”) fully executed by both Parties.

3.2. Lessor’s obligations to deliver Aircraft prior to each Lease Term are further conditional upon:

a. No Lessee Event of Default having occurred as at or prior to each Lease Term;

b. No event which with the passage of time would constitute an Event of Default shall have occurred as at or prior to the beginning of such Lease Term;

c. The representations and warranties of Lessee being true and correct; and

d. Lessor’s Aviation Authority consent to lease of the Aircraft; and

e. Lease 2 is in full force and effect, no termination notices regarding Lease 2 have been submitted by Smartlynx and Smartlynx fulfils its obligations under Lease 2 in timely manner.

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3.3. Lessee’s obligations to lease the Aircraft during each Lease Term are conditional upon Lessee having received:

a. Lessor’s AOC and AOC related documents, certificate of insurance, and required co-insurance certificates; and

b. Satisfactory FAA approved Audit of Lessors organization and Aircraft inspection by Lessee, if applicable.

3.4. Lessee’s obligations to lease Aircraft during each Lease Term are further conditional upon:

a. No Lessor Event of Default having occurred as at or prior to such Lease Term;

b. No event which with the passage of time would constitute an Event of Default shall have occurred as at or prior to such Lease Term.

c. The Maltese CAA consent to the lease of the Aircraft by the Lessee.

d. The representations and warranties of Lessor being true and correct.

3.5. Parties agree that all conditions precedent, unless waived, need to be met by 01st of April 2021 (or 01^st of April of the year of each subsequent Lease Term) except where explicitly mentioned otherwise, and are considered met unless one Party at 1st of April 2021 (or 1st of April of the year of each subsequent Lease Term) at the latest notifies the other in writing that said conditions have not been met. Failing to meet the conditions, unless a further extension is agreed in writing to meet the conditions precedent, shall provide the party in whose favour the unsatisfied condition precedent is in to either terminate this Agreement or provide an irrevocable waiver of such condition.

4. LEASE TERM. Minimum Period Guarantee

4.1. Lease Term for Aircraft:

Lease Term One: From 1st of May 2021 till 15th of September 2021;

Lease Term Two: From 1st of May 2022 till 15th of September 2022;

Lease Term Three: From 1st of May 2023 till 15th of September 2023;

Lease Term Four: From 1st of May 2024 till 15th of September 2024;

Lease Term Five: From 1st of May 2025 till 15th of September 2025;

Lease Term Six: From 1st of May 2026 till 15th of September 2026;

Lease Term Seven: From 1st of May 2027 till 15th of September 2027;

Lease Term Eight: From 1st of May 2028 till 15th of September 2028;

4.2. Minimum Period Guarantee for Aircraft-1 in amount of 200 Block Hours per each calendar month during Lease Term One, and 1000 Block Hours in total per Aircraft-1 per Lease Term One, and 200 Block Hours per each of Aircraft-1 and Aircraft-2 per each calendar month during each Lease Term, starting Lease Term Two, and 1000 Block Hours in total per each of Aircraft-1 and Aircraft-2 per each Lease Term, starting Lease Term Two. In addition, in Lease Term One, Lessee may shift up for 35% of Block Hours of the Minimum Monthly Guarantee per Aircraft from one month to another provided that in the aggregate over the Lease Term the Minimum Period Guarantee is met.

4.3. All details regarding Aircraft delivery and redelivery are reflected in Section 5.1 and Annex A, article 1.6.

4.4. Early termination of Agreement. If Lessee terminates Agreement before or during any Lease Term (except for termination in accordance with Article 3.5, 4.5, 15.4 or 16.2), as specified in Article 4.1 above, Lessee shall immediately pay Lessor for all remaining Block hours to and including the Minimum Period Guarantee not flown in each Lease Term. For instance, if Lessee terminates Agreement after Lease Term One, Lessee shall immediately pay to Lessor for all 2000 Block hours not flown in Lease Term Two, for all 2000 Block hours not flown in Lease Term Three, for all 2000 Block hours not flown in Lease Term Four, for all 2000 Block hours not flown in Lease Term Five, for all 2000 Block hours not flown in Lease Term Six, for all 2000 Block hours not flown in Lease Term Seven and for all 2000 Block hours not flown in Lease Term Eight, in accordance with agreed Block hour rates for FH:FC ratio of 3:1 indicated in Annex A, article 1.1

In case of such early termination by Smartlynx, Global X has a right to immediately unilaterally terminate Lease 2 by giving a written notice to Smartlynx. In such case, Smartlynx will immediately return to Global X all the Security Deposit amounts paid for next lease terms under Lease 2.

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4.5. Lessee has a right to terminate the Lease Term One of this ACMI Lease agreement due to reasons, limited to: failing to obtain AOC, continuous repeated outbreak of COVID-19 virus after the signature of this Agreement and its implications on the aviation industry, causing overall aviation market decrease below 50% of the figures of 2019, by giving a written notice to Lessor not later than 1^st of March, 2021. In such case Lessor will immediately return to Lessee the Security Deposit amount paid for Lease Term One, in amount of USD 200 000.

For avoidance of doubt, such termination is option only applicable in relation to Lease Term One, all the other Lease Terms for both Aircraft-1 and Aircraft-2 are to remain in full force and effect as per terms and conditions of this ACMI Agreement, including for the avoidance of doubt, the applicable Security Deposit payments, and in case of any further Lease Terms are terminated by Lessee, clause 4.4 will be in force.

5. DELIVERY. REDELIVERY.

5.1. Aircraft is delivered and redelivered to and from Base on Lessor’s flight numbers. Costs of delivery and redelivery (which shall include fuel, taxes, navigation, flight crew and other Direct Operating Costs) shall be split equally between Lessee and Lessor 50/50, stipulated in Annex B to Agreement. Parties can agree on the fixed cost per each of delivery and redelivery and Lessee shall pay their 50% amount to Lessor prior the flight performed.

5.2. At delivery and redelivery, Lessor shall ensure that Aircraft are clean and serviceable by international commercial airline standards, compliant with EU regulation No 965/2012, subpart D and applicable law and airworthy with all equipment fully functional and operating within limits established by manufacturer. The Aircraft will be delivered without any defects and without any Heavy Maintenance tasks scheduled during any Lease Term.

5.3. Lessor might apply Lessee’s decals on exterior of Aircraft prior to delivery at Lessee’s cost, subject to timely notice from the Lessee and relevant work orders issued from Lessor and approved by Lessee. Such logos and signs shall be removed prior redelivery, at Lessee’s cost. Application of livery is charged separately (paperwork, material, labour). Aircraft shall be redelivered to the Lessor in all-white livery.

5.4. Delivery and redelivery are subject to execution of acceptance certificate by Lessee with regards to galley and cabin equipment delivered and redelivered with the Aircraft.

5.5. In case any special modifications are needed to be done on Aircraft, based on special FAA and/or EASA regulations, such will be installed and organized by Lessor on Lessee’s cost prior starting of operations in Base.

6. PAYMENT OF RENT

6.1. All details regarding rent payments are stipulated in Annex A to Agreement, which is an inherent and confidential part of Agreement.

7. TAXATION

7.1. Subject to Article 7.2, all payments to Lessor are clear of all taxes and duties, Taxes incurred by Lessee or Lessor in connection with the use and/or possession of Aircraft by Lessee shall be borne by Lessee, excluding any taxes based on the income of Lessor.

7.2. All amounts payable by Lessee under this Agreement are exclusive of any sales tax, use tax, value added tax, turnover tax, goods and services tax or any similar imposition or levy (collectively, “Sales Taxes”). Similarly, all amounts payable by Lessor under this Agreement are exclusive of any Sales Taxes. If either Lessor or Lessee is required by law to collect Sales Taxes from the other in respect of the supply of any property or service pursuant to this Agreement, then Lessor or Lessee, as applicable, shall be entitled to collect such Sales Taxes from the other concurrently with the payment of the consideration upon which such Sales Taxes are calculated, or at any other time mutually agreed to by Lessor and Lessee. Where Lessor or Lessee collects such Sales Taxes from the other, Lessor or Lessee, as applicable, shall provide the other with the necessary documentation for any available tax credits, rebates or refunds to be claimed in respect of such Sales Taxes.

8. DEPOSIT

8.1. All details regarding Deposit are stipulated in Annex A to Agreement, which is an inherent and confidential part of Agreement.

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9. COMMERCIAL CONTROL

9.1. Commercial control of the Aircraft during the Lease Term shall be vested in Lessee. Lessee shall, subject to operational and technical considerations, be entitled to cancel, delay or re-route a Flight for commercial reasons. For avoidance of doubt, Lessor’s crew is not obligated to operate Aircraft into airports where they deem facilities insufficient for proper servicing of the Aircraft, Lessor in this case being indemnified for loss of revenue.

9.2. Notwithstanding the provisions of Article 9.1 or any other provision to the contrary, Lessee will not use the Aircraft in any manner contrary to any recommendation of the manufacturers of the Aircraft, any engine or any part or any recommendation or regulation of the Aviation Authority or for any purpose for which the Aircraft is not designed or reasonably suitable. Lessee will use the Aircraft solely in commercial or other operations for which Lessee is duly authorised by the Aviation Authority and the Applicable Law. Lessee will not: (i) use the Aircraft for the carriage of any item or substance whose possession or carriage is illegal under any Applicable Law; or (ii) (A) permit the Aircraft to proceed to, or remain at, any location in an Excluded Country without prior written approval of the Lessor, its insurer and Head Lessor, (B) use the Aircraft, or permit the Aircraft to be used, to engage in an Excluded Transaction or (C) use or permit the use of the Aircraft for or on behalf of any Excluded Person.

9.3. All revenue derived from the operation of Flights (including but not limited to passenger, cargo, excess baggage, duty free sales etc.) is for the sole account of Lessee.

9.4. Revenue and cost of in-flight sales is the responsibility of, and for the sole account of, Lessee, however any cabin crew that Lessor may be providing to Lessee shall benefit from any cabin crew incentive program that Lessee may be running on their in-flight shop equally to any cabin crew of Lessee, if applicable.

9.5. Lessor, may swap Aircraft with a Replacement Aircraft, provided there is no disturbance or delay on Flights. Such swap cannot be cause for loss of Lessor’s revenue or reduction of Minimum Period Guarantee unless the delay in receipt of the Replacement Aircraft makes it commercially unreasonable for Lessee to meet the applicable Minimum Period Guarantee. It is Lessee’s obligation to validate with the Maltese CAA respective Replacement Aircraft from Lessor’s fleet to be able to operate for Lessee. It is Lessors obligation to assume all extra cost related to delivery, redelivery and operation of Replacement Aircraft.

10. OPERATIONAL CONTROL

10.1. Lessor is responsible for the operation of the Aircraft and the safe performance of Flights and shall retain full operational control and possession of the Aircraft to enable it to do so. In particular, the captain of the Aircraft shall for the purpose of a safe performance of Flights have absolute discretion in all matters concerning flight operation, preparation of the Aircraft for a Flight, the load carried and its distribution. Parties hereby agree that the Aircraft shall at all times during each Lease Term remain in the possession and under the operational control of Lessor and that Lessee shall have no rights in the Aircraft other than those expressly granted in this Agreement.

10.2. The operation of the Aircraft shall be carried out in accordance with the standards and practices of Lessor as set out in Lessor’s flight operations manual, in accordance with the FAA and EASA rules and regulations.

10.3. Lessor shall maintain all logs and records pertaining to the Aircraft in accordance with the rules and regulations of the Aviation Authority. Copies of the Aircraft Journey Log shall be made available to Lessee upon each return to Base by an Aircraft.

10.4. Subject to Article 14, it shall be the responsibility of Lessor to prepare and file all documents and reports with any Government Entity whatsoever concerning the operation of Flights hereunder, except for obtaining traffic rights and flight permissions. These files and reports will be provided to Lessee upon request.

10.5. Flights will be operated under Lessee’s designated flight numbers.

10.6. Flights will be operated under Lessee’s call sign.

10.7. Arrival/departure and related messages relating to Flights performed in accordance with the Agreement shall be sent to the appropriate departments of Lessor and Lessee.

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10.8. If during any Lease Term the necessity for Heavy Maintenance arises, Lessor shall provide a Replacement Aircraft at no extra cost to Lessee. If any ferry flights are required for the performance of any maintenance, the costs of such ferry flights are borne by Lessor. Lessor confirms no Heavy Maintenance tasks are planned, or will be planned, on any Aircraft during any Lease Term.

10.9. Lessee will provide all necessary assistance to Lessor and will be responsible to obtain (to the extent it is legally permitted to do so) all necessary documents including but not limited to multiple entry visas, working visas, airside passes, certificates required in connection with the operation of Aircraft, all at Lessee’s costs. Lessor’s revenue will not be dependent on Lessee’s ability or inability to obtain traffic rights on routes they intend to operate, access passes to facilities permitting maintenance of the Aircraft and similar.

10.10. All Traffic Documents related to the passengers, freight and mail will be passed on to Lessee and Lessee will be responsible for the traffic accounting of Flights.

10.11. Lessor shall forward to Lessee on a daily basis such operational information as is reasonably requested by Lessee.

10.12. Operation and maintenance surveillance of Aircraft during the entire and each Lease Term shall remain under the full authority of the Aviation Authority. Lessee shall enable Aviation Authority inspectors’ access to the Aircraft and to the Base in order to carry out operational and maintenance inspection. Reciprocally, Lessor shall allow Aviation Authority and Malta CAA inspectors to inspect the Aircraft and review its maintenance procedures. Parties are entitled to audit each other’s operation.

10.13. Lessor is not liable for any violation of slots or for payment of any fines or penalties imposed by the relevant authorities for such violation of allocated slots due to commercial and planning reasons beyond Lessor’s control. Lessee fully indemnifies Lessor of any fines or penalties accrued so, unless any fines or penalties are a result of negligence or wilful misconduct by Lessor or the directors, officer, servants, agents, employees or sub-contractors of Lessor.

10.14. Lessee guarantees that all Lessor’s applicable manuals (such as GOM, DIM etc.) received will be distributed to Lessee’s handlers and service providers. Lessor’s manuals shall not be disclosed to any other person during or after any Lease Term. Lessee guarantees that all copies of manuals shall be destroyed at the end of Lease Term Eight or in any case after termination of the ACMI Lease Agreement.

10.15. Lessor has no right to subcontract the operation of Flights to third parties. Flights shall be operated within the authorization specified in Lessor’s AOC.

10.16. Flights will be operated within the authorizations specified in the Lessor’s AOC in accordance with the rules and regulations of FAA, and the procedures of Lessor.

11. FLIGHT CREW. MAINTENANCE PERSONNEL.

11.1. During each Lease Term, Lessor shall provide and bear the cost of up to 5 sets of cockpit crew per Aircraft 1 and Aircraft 2, or per each Aircraft. Crews shall hold current type-rating from the Aviation Authority to operate the Aircraft. Lessor shall offer additional cockpit crew sets at cost as advised in Annex A. The final number of cockpit crew per Aircraft shall be determined prior to the commencement of each Lease Term and pricing adjusted as set out in Annex A.

11.2. It is the intention of the Parties that Lessee supplies qualified cabin crew for training by Lessor to be able to operate on the Aircraft of Lessor. Alternatively, Parties might evaluate a possibility that Lessee may provide a crew trainer to be trained by Lessor in Malta and then such crew trainer would be responsible for providing training to the rest of Lessee’s cabin crew. Lessee agrees that all commercial responsibility (hiring, remuneration, payment of training) with regards to such cabin crew remain with Lessee, whereas operationally they account to Lessor and operate as per Lessor’s procedures. Lessee in event where cabin crew supplied by them operate on the Aircraft, are obliged to provide all past and all future planned rosters of the cabin crew. Lessor is accountable and has authority on operational legality of such cabin crew. All commercial details with regards to training of such cabin crew are laid out in Annex A.

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11.3. During each Lease Term, Lessor shall provide and bear the cost of sufficient number of certified maintenance staff required for the operation of the Aircraft at Base. Lessor has right to subcontract an external maintenance provider however Lessor shall always have as an option setting up their line maintenance station, with support of Lessee.

11.4. If an external maintenance provider is contracted to maintain Aircraft, Lessor has the right to designate a maintenance coordinator to coordinate the maintenance services at the Base. In this case, all support which as per Agreement needs to be provided for Lessor’s maintenance staff, will be provided for the maintenance coordinator as reasonable.

11.5. To facilitate the operation, Lessor has the right, to designate a maintenance coordinator to be based at the Base for each Lease Term. In this case, all support which as per the Agreement needs to be provided for Lessor’s crew will be provided for the maintenance coordinator as reasonable.

11.6. Parties agree that the Aircraft will return to the Base, in principle all evenings to allow for a single base maintenance station.

12. LESSOR’S RESPONSIBILITIES. UNSERVICEABILITY

Lessor during each Lease Term at its own cost (unless otherwise stated) shall:

12.1. Ensure that each Aircraft:

a. is serviceable and equipped for commercial airline operations;

b. has a valid and current Certificate of Airworthiness and a valid Aircraft Operating Certificate;

c. is delivered clean and defect free by international standards and ready for commercial services; and

d. has onboard, prior to each Flight, the official documents for the operation of the Aircraft and the carriage of passengers, baggage, cargo and mail on Flights;

12.2. Provide sets of cockpit crew as stated in Article 11 and aircraft maintenance engineers as well as ensure that Aircraft is maintained and operated in accordance with the requirements of the Aviation Authority in accordance with Lessor’s approved maintenance program;

12.3. Will place at the Base sufficient, well trained maintenance personnel, as well as sufficient spare parts, tools and maintenance equipment, updated maintenance documentation as per standard industry practice.

12.4. Procure and maintain insurance as set out in Article 19;

12.5. Grant access on board the Aircraft to Lessee’s personnel and Maltese CAA inspectors whilst performing their official duties;

12.6. Be responsible for all scheduled and unscheduled maintenance including pre-flight and technical transit checks and maintenance related procedures;

12.7. Rent to Lessee two sets of Atlas galley equipment per aircraft or any other amount as agreed between parties, the cost of which will be included in the Rent. Lessee then is liable for return of the equipment in the state it was received, subject to normal wear and tear, failing to do so incurring penalty of USD 125 for lost or damaged container, USD550 for lost or damaged full-size trolley, USD450 for lost or damaged half size trolley. Signature of acceptance certificate is necessary when accepting catering equipment.

12.8. Be responsible for flight plans, load sheets and technical sign offs.

12.9. If the expected unavailability of an Aircraft for a planned Flight of Lessee is more than 2,5 hours after its original scheduled departure time, as determined by Lessor’s AOG status message, then Lessee has the right to cancel the affected Flight, and its return sector, from Lessor’s Flight program and deduct the cancelled Block Hours from the Minimum Period Guarantee of the applicable Lease Term. Should Lessor not operate a Flight in accordance with the agreed Flight Program due to unscheduled maintenance, unserviceability, crew shortage for planned flights or for any other reason within the responsibility of Lessor, then in any event the Lessee will be refunded for Block Hours not flown and the Minimum Period Guarantee of the applicable Lease Term will be reduced accordingly. Such credit will be reconciled at the end of each Lease Term.

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12.10. For the avoidance of doubt, as per Annex B, subclause s) ix, organization and expenses of any customs-related activities is Lessor’s responsibility, and non-performance thereof cannot be the reason for Lessor’s loss of revenue or Minimum Period Guarantee reduction. Any custom related activity in relation to maintenance of Aircraft falls under Lessor’s responsibility.

12.11. In case the Aircraft is unserviceable for longer than 2,5 hours hours, and Lessor has not supplied a Replacement Aircraft, then Lessee has the right to operate the Flight(s) on its own accord or lease a third-party aircraft, in which case Lessor will compensate for difference in wet lease rates and difference in direct operating cost for initially scheduled and planned flights. Lessee’s and Lessor’s wet lease rates are considered similar. For avoidance of doubt, such rate difference shall not be higher than USD 2000 per Block Hour. In any case, Lessor agrees to advise to Lessee earliest possible the most precise back in service time.

12.12. Lessor shall ensure that all services and carriage hereunder shall be in accordance with the regulations of FAA, the International Civil Aviation Organization (ICAO) and all other applicable international and government regulations.

13. LESSEE’S RESPONSIBILITIES

Lessee during each Lease Term at its own cost (unless otherwise stated) shall:

13.1. Be responsible and provide for support during each Lease Term to Lessor stipulated in Annex A and Annex B as well as wherever reference to such support is made;

13.2. Provide all support from Lessee to Lessor as of arrival of preparation team, up and until the Redelivery Date.;

13.3. Ensure and grant the right to Lessor to perform audits and inspections of Lessee and Lessee’s contractors;

13.4. Provide to Lessor at the end of each Lease Term a proof of overflight payment execution for all Flights flown on Lessors Aircraft;

13.5. Should Lessee be unable to provide any of aforementioned support, then Lessor will fully recharge all cost accrued to Lessee and the latter will pay that within three days from invoice date, provided relevant supporting documentation is provided by Lessor;

13.6. Pay on time in accordance with payment schedule herein.

13.7. Provide all and any customer welfare, reprotection, support and compensation, and fully indemnify Lessor against any such claims including any compensations and/or assistance to passengers under Regulation (EC) No 261/2004 of the European Parliament and of the Council of 11 February 2004 establishing common rules on compensation and assistance to passengers in the event of denied boarding and of cancellation or long delay of flights, and repealing Regulation (EEC) No 295/91 (hereinafter - “Regulation (EC) No 261/2004”); Montreal convention or Warsaw convention;. unless in case the cause for such welfare, reprotection, support and compensation are due to gross negligence or the wilful misconduct on behalf of the Lessor.

13.8. Provided that it does not interfere with Lessee’s quiet use, possession and enjoyment of the Aircraft in accordance with the terms of this Agreement, grant full right to inspect, audit and oversight to Lessor.

13.9. Lease Aircraft after signature of Agreement, unless Lessor fails to meet conditions precedent.

13.10. Not to transport deportees or ACC3 status cargo or mail without Lessor prior written consent.

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14. TRAFFIC DOCUMENTS AND SCHEDULE CHANGES

14.1. The Flight Schedule shall be agreed between parties no later than 90 days prior to the commencement of each Lease Term.

14.2. Parties agree that changes to a Flight that will be binding on Lessor can be sent to Lessor no later than 48 hours prior to Flight, however Lessor shall use reasonable endeavours to facilitate any Flight Schedule changes subject to crew duty limitations and already scheduled maintenance tasks. Same applies to Lessor advising of need for slots for scheduled maintenance, subject to Aircraft not pre-booked for executing some Flights. Change of destination is not subject to this advance notice.

14.3. Lessee’s conditions of carriage issued to passengers by Lessee regulate carriage of passengers.

14.4. Lessee is fully responsible for checking passengers for all travel documents as well as for accomplishing immigration and customs clearance of passengers, baggage, cargo and mail. Lessee shall be liable for all penalties levied as a result of illegal transportation of Lessee’s employees and passengers and their property on the Aircraft.

14.5. Lessee confirms awareness that Lessor will only provide navigation data base for destinations of the Flight Schedule or indicated prior to commencement of each Lease Term. Any off-cycle navigation data base update shall be on Lessee’s cost at USD5,500 per off-cycle update.

15. EVENTS OF DEFAULT

15.1. Each of the following events shall be a Lessee Event of Default:

a. If Lessee fails to pay when due, any amount due and payable by it hereunder and in respect of Rent and pay and if such failure remains unremedied for a period of two (2) days after receipt of written notice from Lessor, and in respect of any other amount payable hereunder if such failure remains unremedied for a period of three (3) days after receipt of written notice from Lessor; or

b. If Lessee shall at any time fail to observe or perform any of its other obligations in accordance with Agreement and such failure, if capable of remedy, is not remedied within three (3) days of receipt by Lessee of notice from Lessor requiring remedial action; or

c. If insurance agreed in Agreement is invalidated for any reason attributable to Lessee; or

d. If any representation or warranty of Lessee of Agreement shall be untrue, inaccurate or misleading in any material respect when made; or

e. If a supervisor, receiver, administrator, or other encumbrancer takes possession of or is appointed over, or any distress, execution or other process being levied or enforced (and not being discharged within thirty (30) days) upon all or substantially all of the assets of Lessee and in each case, is such as materially adversely affect the ability of Lessee to perform its obligations hereunder; or

f. If Lessee fails to take Aircraft on lease once all conditions precedent have been satisfied or waived on the dates agreed in this Agreement.

g. If Smartlynx Event of Default has occurred under Lease 2.

15.2. The occurrence of a Lessee Event of Default as specified in Article 15.1 permits Lessor to either immediately temporarily halt operation of Aircraft or with two (2) days advance written notice to Lessee terminate this Agreement with immediate effect, in which case Article 4.4 shall apply.

15.3. Each of the following events shall be a Lessor Event of Default:

a. If the Lessor shall at any time fail to observe or perform any of its obligations in accordance with the Agreement and such failure, if capable of remedy, is not remedied within three (3) days of receipt by Lessor of notice from Lessee requiring remedial action; or

b. If a supervisor, receiver, administrator, or other encumbrancer takes possession of or is appointed over, or any distress, execution or other process being levied or enforced (and not being discharged within thirty (30) days) upon the whole or any substantial part of the assets of Lessor and in each case, is such as shall materially adversely affect the ability of Lessor to perform its obligations hereunder; or

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c. If insurance agreed in Agreement is invalidated for any reason attributable to Lessor; or

d. If any representation or warranty of Lessor contained in Agreement or in any document or certificate furnished by Lessor to Lessee in connection with Agreement shall be untrue, inaccurate or misleading in any material respect when made; or

e. If Lessor shall fail to deliver the Aircraft or Replacement Aircraft (other than for reasons of Force Majeure or Total Loss) on any Delivery Date;

f. If Lessor ceases to be a commercial air carrier hence failing to perform the services; or

g. If Lessor exercises its termination rights as set out in the Subscription Receipt Indenture.

15.4. The occurrence of a Lessor Event of Default as specified in Article 15.3 permits Lessee by two (2) days advance written notice to Lessor terminate this Agreement with immediate effect. Notwithstanding, such termination does not acquit Lessee from fulfilling all accrued liabilities up to the effective date of termination.

16. FORCE MAJEURE

16.1. Lessor or Lessee shall not be liable for any failure or delay in the performance of any obligations in accordance with this Agreement due to a Force Majeure at the Base of Lessee or any destination operated by Lessee.

16.2. In the event of a Force Majeure situation continuing for a period of seven (7) days or longer (during which time the Parties shall use their best efforts to alleviate the effects of the Force Majeure situation), either Party will be free immediately to terminate the Agreement by notice in writing to the other, provided always that any such termination shall be without prejudice to any obligations accrued at the date of termination and to any continuing obligations in accordance with Agreement. During Force Majeure, Minimum Period Guarantee of respective Lease Term shall be reduced accordingly.

16.3. At the time of concluding this Agreement, the Parties are fully aware of the situation related to the spread of the COVID-19 virus and the measures taken to limit it, including orders and acts issued by their governments. Parties confirm that their commitments included in this Agreement are made fully considering the situation related to the spread of the COVID-19 virus, which has already occurred and is existing at the time of concluding this Agreement. The Party whose obligation is not possible due to force majeure circumstances related to this situation shall submit to the other Party a statement from the competent authority regarding the occurrence of such circumstances and the direct impact on the fulfillment of the obligations of the Agreement.

17. DAMAGE, DESTRUCTION OF AIRCRAFT. EMERGENCY RESPONSE (ERP)

17.1. Throughout the Lease Term, risk of loss or damage to Aircraft shall be the sole risk of Lessor.

17.2. In the event that Aircraft shall have suffered a Total Loss during any Lease Term, then the leasing of the Aircraft suffering Total Loss in accordance with the Agreement shall be cancelled and terminated as of the date and Lessor shall return the Deposit as well as all prepayments for paid but unflown flights to Lessee.

17.3. The Parties shall exchange emergency response programs (ERP) prior to the commencement of each Lease Term.

17.4. In an emergency situation the ERP of Lessee as approved by Lessor, will serve as guideline for action and communication regarding passenger welfare. Similarly, Lessor’s ERP will serve as guideline for action and communication regarding crew welfare, and Aircraft recovery.

17.5. Lessee commits to inform all of its relevant suppliers (ground handlers and similar) that some of Lessee’s flights will be operated using the Aircraft. All contacts in clause 17.8. below will be provided to Lessee’s suppliers.

17.6. If Lessee is advised by one of its suppliers that an emergency situation has occurred, Lessee shall immediately informs Lessor at the contacts set forth in clause 17.8.

17.7. Parties indicate following ERP contact for Lessee: occ@smartlynx.aero and erc@smartlynx.aero

17.8. Parties indicate following ERP contact for Lessor: 4^th Floor, 4200 NW 36^th Street, Miami, Fl 33166.

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17.9. Should Lessor, acting reasonably, deem Lessee’s ERP insufficient, then Lessor shall advise Lessee, setting forth the deficiencies in Lessee’s ERP. Until Lessee rectifies such deficiencies, Lessor’s procedures will serve as guideline for action and communication regarding passenger welfare, all cost borne by Lessee.

17.10. Parties agree to coordinate the release of any information to the media. Lessee agrees not to release any information regarding an emergency situation to the media prior receipt of official information from Lessor, provided that Lessee shall be permitted to make such disclosures as are required by law, regulation or stock exchange rule. Information is considered official if sent from following email addresses: ryan.goepel@globalairlinesgroup.com or other as may be suggested from time to time.

18. LIABILITY AND INDEMNITY

18.1. Lessor shall indemnify, defend and hold harmless Lessee from and against all costs, claims, demands, suits, judgments and causes of action of or brought by any third party (other than intentional harmful actions of passengers or owners of cargo carried on Aircraft) on account of injury or death or for loss of or damage to property (including Aircraft itself) arising out of the operation and/or maintenance of Aircraft, other than as may arise out of the gross negligence or willful misconduct of Lessee, its directors, officers, servants, employees and agents

18.2. Lessee shall indemnify, defend and hold harmless Lessor, Head Lessor from and against all costs, claims, demands and causes of action brought by any passengers or owners of cargo carried on Aircraft on account of injury or death or for loss of or damage to property (other than Aircraft itself) arising out of the operation and/or maintenance of Aircraft, other than as may arise out of the gross negligence or wilful misconduct of Lessor, its directors, officers, servants, employees and agents.

18.3. Each Party shall assume responsibility for death of or injury to or sickness or loss or damage to property of its own employees (including employees provided by one Party to the other in accordance with Agreement) and shall indemnify, defend and hold harmless the other in respect thereof, unless caused by the gross negligence or willful misconduct of the other Party.

18.4. Lessee shall, subject to the Warsaw Convention, Montreal Convention, Regulation (EC) No 261/2004 or any other regulation, as applicable, and subject to the terms of Agreement be liable for any delay, injury or death suffered, incurred or in respect of any passenger or any other person carried or to be carried on Aircraft or any loss, damage, destruction or delay of or to any cargo, baggage, personal effects or mail carried or to be carried by Aircraft and caused by an occurrence arising out of or incidental to the possession, use, maintenance or operation of Aircraft in accordance with Agreement and Lessee shall indemnify and hold Lessor, Head Lessor, Owner and Indemnities harmless in respect of all liability, costs, claims, demands, suits, judgments or actions including all costs and expenses of any defense unless caused by willful misconduct or gross negligence of Lessor.

18.5. Lessor shall be liable for any loss or damage to property or any injury or death of any person not carried by Aircraft caused by an occurrence arising out of or incidental to the possession, use, maintenance or operation of Aircraft in accordance with Agreement and Lessor shall indemnify and hold Lessee harmless accordingly in respect of all liability, costs, claims, demands, suits, judgments or actions including all costs and expenses of any defense except when such loss or damage is caused by the willful misconduct or gross negligence of Lessee.

18.6. Lessee shall indemnify and hold Lessor harmless in respect of all liabilities, costs, claims, demands, suits, judgments and causes of actions of or brought by a third party, including costs and expenses of any defense, arising from Lessee’s failure to comply with its obligations under Article 13 hereof, and Lessor shall indemnify and hold Lessee harmless in respect of all liabilities, costs, claims, demands, suits, judgments and actions including costs and expenses of any defense, arising from Lessor’s failure to comply with its obligations under Article 12 hereof.

18.7. Each Party shall pay to the other Party on demand all expenses (including legal, survey and other costs) payable or incurred by the other Party in contemplation of, or otherwise in connection with, the enforcement of or preservation of any rights in accordance with Agreement or otherwise in respect of moneys owing in accordance with Agreement or in respect of any breach of any representation, warranty, covenant or undertaking herein contained or in respect of the repossession of Aircraft.

18.8. The indemnities contained in Agreement shall continue in full force and effect notwithstanding the expiration or other termination of Agreement.

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19. INSURANCE

19.1. Lessor at its own cost and expense shall maintain in full force and effect during Lease Term Aircraft Hull and Third party Legal Liability insurance (including, to the fullest extent available, war and allied perils coverage for those perils excluded by War, Hijacking and Other Perils Exclusion Clause AVN48B or any modification or substitution thereof for the time being in force) for a Combined Single Limit of not less than USD 750,000,000 (Seven Hundred Fifty Million United States Dollars) each occurrence, unlimited in all but in the aggregate in respect of war and allied perils coverage. The Hull Insurance shall contain a waiver of rights of subrogation against the Lessee, provided that such waiver of rights of subrogation will not apply to any damage to the Aircraft caused by the gross negligence or willful misconduct of any Lessee.

19.2. The insurance maintained by Lessor shall include Lessee, its directors, officers, servants, employees and agents as additional insureds (except in respect of claims caused by the gross negligence or willful misconduct of any of Lessee, its directors, officers, servants, employees and agents).

19.3. In case Lessee shall require flights to Excluded Countries and Lessor, its insurer and Head Lessor have provided their written consent to operate such flights with Aircraft, Lessor shall maintain and Lessee will provide payment for, within five (5) days from invoice date, Hull All Risks and Hull War and Allied Perils insurance for Aircraft providing a waiver of subrogation against Lessee, its directors, officers, servants, employees or agents (except in respect of claims caused by the gross negligence or willful misconduct of any of Lessee, its directors, officers, servants, employees and agents).

19.4. Lessee at its own cost and expense shall maintain in full force and effect during Lease Term passenger (including passengers baggage and personal effects, war risk supplement per person), cargo and mail legal liability insurance for a combined single limit of not less than USD 750,000,000 (Seven Hundred Fifty Million United States Dollars) each occurrence, unlimited in all (including to the fullest extent available war and allied perils coverage for those perils excluded by War, Hijacking and Other Perils Exclusion Clause AVN48B or any modification or substitution thereof for the time being in force).

19.5. The insurance maintained by Lessee shall include Lessor and Head Lessor and their directors, officers, servants, agents and employees as additional insureds.

19.6. Certificates of Insurance, evidencing the principal details of the insurance arranged in respect of Agreement shall be provided by each Party to the other.

19.7. Lessee shall bear any additional insurance premiums for hull war risks or third-party liability if the premiums are increased solely as a result from the operation of Aircraft in certain high-risk areas (as per latest excluded area clause) at the request of Lessee. Operation of such flights shall be subject to prepayment of relevant premiums. Lessor shall inform Lessee of any intended increase in premium and, if requested by Lessee, shall cooperate with Lessee to reduce or eliminate such premiums.

19.8. The insurance maintained by Lessor may only be cancelled or materially altered in a manner adverse to the Lessee by Lessor giving not less than thirty (30) days’ (seven (7) days’ or such lesser period as may be customarily available in respect of War and Allied Perils) written notice to Lessee.

20. REPRESENTATIONS AND WARRANTIES

20.1. Lessee hereby represents and warrants to Lessor that the following statements are, at the date hereof, true and accurate:

a. Lessee is duly incorporated under laws of Malta and has the power to conduct its as presently conducted, to own or hold under charter or lease its assets, to enter into and perform its obligations under this: and

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b. The documents which contain or establish Lessee’s constitution incorporate provision which authorize, and all necessary corporate action has been taken to authorize Lessee to sign and deliver and perform the transaction contemplated by Agreement; and

c. The execution and delivery of, the performance of its obligations under, and compliance by Lessee with the provisions of the Lease will not (i) contravene any existing applicable law of its state of registration (or any other laws applicable therein), (ii) conflict with, or result in any breach of any of the terms of, or constitute a default under, any agreement or other instrument to which Lessee is a party or is subject or by which it or any of its property is bound, (iii) contravene or conflict with any provision of its constitutional and/or organizational documents, or (iv) result in the creation or imposition of, or oblige it to create, any Lien over its undertaking or any of its assets, rights or revenues; and

d. Lessee is not in default under any material agreement to which it is a party or by which it may be bound and no litigation, arbitration or administrative proceeding is taking place or, to the best of its knowledge, pending or threatened against Lessee which could have a material adverse effect on its ability to perform its obligations under the Lease; and

e. The choice by Lessee of the Laws of England and Wales to govern the Lease and the submission by Lessee to the jurisdiction of the courts in England is valid and binding on Lessee; and

f. In any proceedings taken in any jurisdiction in relation to any of the Lease, Lessee will not be entitled to claim for itself or any of its assets immunity from suit, execution, attachment or other legal process; and

g. Lessee has fully disclosed to Lessor all facts which in Lessee’s reasonable belief are material for disclosure to Lessor in the context of this Lease and thereby, Lessee knows of no material facts that would render any information previously furnished by or on behalf of Lessee to be inaccurate or misleading and all information provided by Lessee is not misleading or inaccurate; and

h. No Event of Default has occurred and is continuing: and

i. Lessee is solvent and able to pay its debts as the same fall due and the transactions contemplated by the Lease are of commercial benefit to it and in its commercial interests; and

j. Lessee is not, and is not affiliated with a sanctioned person, nor does it have funds that are transferred from or through, nor does it have operations in any sanctioned country (any state, country or jurisdiction to which the use of Aircraft is not permitted under any sanctions, orders or legislation from time to time promulgated by any of: the United Nations, the European Union, the U.S. (including OFAC); any country which is prohibited under Lessor’s insurance coverage from time to time in effect, or any Governmental Authority of Latvia or any country having jurisdiction over Owner, Lessor or Head Lessor, the effect of which prohibits or restricts the location and/or consigning for use of the Aircraft in such state, country or jurisdiction); and

k. Lessee is subject to private commercial Law and suit under the Laws of all relevant jurisdictions, and Lessee is not entitled to sovereign immunity under any such Laws and the entry into and performance by Lessee of the Lease constitutes private and commercial act; neither Lessee nor its assets have the right of immunity from suit, attachment or execution on the grounds of sovereignty within any jurisdiction. Lessee covenants with Lessor that to the extent Lessee hereafter may acquire any such right of sovereign immunity, Lessee hereby irrevocably waives such rights in respect of its obligations hereunder; and

I. This Agreement constitutes legal, valid and binding obligations of Lessee which are enforceable in accordance with the provisions hereof.

20.2. Lessor hereby represents and warrants to Lessee that the following statements are, at the date hereof, true and accurate:

a. Lessor is duly incorporated under the laws of United States of America and has the power to conduct its activities as presently conducted, to own or lease its assets, to enter into and perform its obligations in accordance with Agreement; and

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b. The documents which contain or establish Lessor’s constitution incorporate provision which authorize, and all necessary corporate action has been taken to authorize Lessor to sign and deliver and perform the transaction contemplated by Agreement; and

c. The Agreement constitutes legal, valid and binding obligations of Lessor which are enforceable in accordance with the provisions hereof; and

d. The execution and delivery of, the performance of its obligations under, and compliance by Lessor with the provisions of the Lease will not (i) contravene any existing applicable Law of its state of organization (or any other laws applicable therein), (ii) conflict with, or result in any breach of any of the terms of, or constitute a default under, any agreement or other instrument to which Lessor is a party or is subject or by which it or any of its property is bound, or (iii) contravene or conflict with any provision of its constitutional and/or organizational documents; and

e. On and as of Delivery, Lessor shall have the right to lease the Aircraft to Lessee; and

f. As long as no event of default of Lessee has occurred and is continuing Lessor shall ensure and guarantee that the Head Lessor shall ensure the quiet enjoyment of Aircraft by Lessee.

21. COVENANTS

21.1. Lessee hereby covenants with Lessor that during the Lease Term until Lessee’s obligations hereunder have been fully discharged it will:

a. subject to division of responsibilities between Lessor and Lessee of Articles 9 and 10

(i) not cause Aircraft to proceed to, or remain at, any location which is subject to a prohibition order (or similar order or directive) or, as the case may be, a contractual restriction, limitation issued by the insurers of Aircraft (under all policies mentioned herein), Aircraft manufacturer, Head Lessor and any applicable Government Entity; and

(ii) comply with all laws and regulations in Malta and in any country to, from in or over which Aircraft is flown

b. notify Lessor immediately of any occurrence which would adversely affect Lessee’s ability to perform any of its obligations in accordance with Agreement and evidence effort to overcome effects of such occurrence;

c. obtain and maintain all necessary certificates, consents, licenses, permits and authorizations of Government Entities and other relevant bodies and take all action which may be necessary for the continued due performance of Lessee’s obligations of Agreement and for the use and operation of Aircraft;

d. pay promptly when due all navigation and en-route charges and all other charges payable by Lessee for the use of or services provided at any airport in respect of the Aircraft.

21.2. Lessor hereby covenants with Lessee that during the Lease Term until Lessor’s obligations hereunder have been fully discharged it will:

a. not cause Aircraft to proceed to, or remain at, any location which is subject to a prohibition order (or similar order or directive) or, as the case may be, a contractual restriction, limitation issued by the insurers of Aircraft (under all policies mentioned herein), Aircraft manufacturer, Head Lessor and any applicable Government Entity; and

b. comply with all laws and regulations in force in United States of America and in any country to, from in or over which Aircraft is flown.

c. notify Lessee immediately of any occurrence which would adversely affect Lessor’s ability to perform any of its obligations in accordance with Agreement and evidence effort to overcome effects of such occurrence;

d. obtain and maintain all necessary certificates, consents, licenses, permits and authorizations of Government Entities and other relevant bodies and take all action which may be necessary for the continued due performance of Lessor’s obligations in accordance with Agreement and for the use and operation of Aircraft;

e. promptly provide copies of all reports or documents relating to Aircraft or its operation to Lessee.

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22. APPLICABLE LAW

22.1. Agreement shall be governed by and be construed in accordance with the laws of England and Wales. Parties agree that courts of England have jurisdiction to settle any disputes that may arise in connection with the Agreement and irrevocably submit to the jurisdiction of the courts of England in respect of such disputes.

22.2. If any dispute or claim should arise between Parties relating to the Agreement or to any rights or obligations conferred or provided for herein, Parties agree to each use all reasonable efforts to amicably resolve such dispute or claim.

22.3. Except as expressly provided herein, the remedies of Parties hereunder shall be limited to remedies for breach of contract only, and, notwithstanding anything to the contrary contained in this Agreement, neither Party shall be entitled to pursue or seek punitive or consequential damages for any alleged breach relating to or arising in accordance with Agreement.

23. NOTICES

23.1. All notices, requests, demands and other communications required or permitted by the terms of Agreement to be given or made to either Party shall (unless otherwise specified) be in writing in English and shall be given by any one of the following means: personal delivery, airmail, fax or e-mail to the addresses and numbers given below or at such other address or number the recipient may have notified to the other Party in writing, and shall be deemed duly served upon receipt.

a. Lessors’ address:

Global Crossing Airlines, Inc, an air carrier established under the laws of United States of America, at 4^th Floor,

4200 NW 36^th Street, Miami, Fl 33166,

Phone: NUMBER: 305.869.4780

Email: ryan.goepel@globalairlinesgroup.com

b. Lessee’s address:

SMARTLYNX AIRLINES MALTA, an air carrier established under the laws of Malta, at Nu Bis Centre, Trig Il-Mosta, hal Lija, LJA 9012, Malta ,

Phone: +3717207392                    Fax +3717207392

Email: aleksandrs.gusevs@smartlynx.aero

23.2. All notices shall be in writing, in English and shall be deemed received:

a. in the case of a notice delivered personally, at the time of delivery;

b. in the case of a notice by facsimile on confirmation of receipt; and

c. in the case of e-mail, the day on which it has been sent to any of email addresses above

24. CONFIDENTIALITY AND DATA PROTECTION

24.1. Each Party (which for this purpose will include each Party’s employees, agents, representatives and advisors) undertakes that it shall not at any time during the Lease Term and for a period of five (5) years after termination of this Agreement, disclose to any person any confidential information concerning the other Party’s business, affairs, customers, clients or suppliers or this Agreement (including but not limited to any reports, data or information furnished under this Agreement), except as permitted by Article 24.2.

24.2. Each Party may disclose the other Party’s confidential information: (a) to its employees, agents, representatives and advisers who need to know such information for the purposes of exercising the Party’s rights or carrying out its obligations under or in connection with this Agreement. Each Party shall ensure that its employees, agents, representatives or advisers to whom it discloses the other Party’s confidential information comply with Articles 24.1 to 24.3; and (b) as may be required by law, a court of competent jurisdiction or any regulatory or statutory authority.

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24.3. Neither Party shall use the other Party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

24.4. The provisions of Articles 24.1 to 24.3 shall not apply to any confidential information that: (a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving Party (including its agents, employees or representatives) in breach of this clause); (b) was available to the receiving Party on a non-confidential basis before disclosure by the disclosing Party; or (c) was, is or becomes available to the receiving Party on a nonconfidential basis from a person who, to the receiving Party’s knowledge, is not bound by a confidentiality-agreement with the disclosing Party or otherwise prohibited from disclosing the information to the receiving Party.

24.5. Neither Party will acquire any right in the other’s data and/or information. The receiving Party will take all necessary steps to ensure that it will not use nor reproduce any data, information or know-how of the disclosing Party which comes into its possession or control, except as required by this Agreement.

24.6. Each Party shall take all necessary steps to ensure that data and information belonging to the other Party which comes into its possession or control in the course of this Agreement is protected and shall not: (a) use the data or information nor reproduce the data or information in whole or in part in any form except as may be required by this Agreement; (b) disclose the data or information to any third party or persons not authorized by the disclosing Party to receive it, except with the prior written consent of the disclosing Party; or (c) alter, delete, add to or otherwise interfere with the data or information (save where expressly required to do so by the terms of this Agreement and only with the prior consent of the disclosing Party).

24.7. Each Party shall ensure that if it becomes aware of any data security breach it shall immediately take all steps necessary to prevent further breach, and it shall immediately report any such breach of this Article 24 to the other Party.

24.8. To the extent that any data or information belonging to a disclosing Party that may be processed or accessed by the other Party is personal data within the meaning of any applicable data privacy or personal data legislation, the Parties will comply with all applicable rules and regulations.

24.9. Each Party will indemnify and hold the other Party harmless (and keep it indemnified and held harmless notwithstanding termination of this Agreement) against all costs, claims, demands, suits, judgments and causes of action of or brought by any third party directly as a result of any breach by the indemnifying Party of any of the provisions of this Article 24.

24.10. This Article 24 shall survive the termination or expiry of this Agreement.

25. MISCELLANEOUS

25.1. Nothing in the Agreement is intended to create any form of partnership or joint venture between Parties.

25.2. Neither Party may assign or otherwise transfer any of its rights and/or obligations in accordance with Agreement without the prior written consent of the other Party.

25.3. The terms and conditions of Agreement shall not be varied otherwise than in writing and executed by Parties.

25.4. The failure of any Party in any one or more instances to insist upon observance of one or more of the covenants or conditions hereof, or to exercise any remedy, privilege or option herein conferred upon or reserved to such Party, shall not be construed as a waiver of any future breach of any covenants or conditions or of the right to enforce the same or to exercise such privilege, option or remedy.

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25.5. If any term or condition of Agreement shall to any extent be invalid or unenforceable, the remainder of Agreement shall not be affected thereby and each other term and condition shall be valid and enforceable to the fullest extent permitted by law.

25.6. Parties shall keep the terms and conditions of Agreement confidential. The parties shall consult with each other with respect to any proposed redactions to this Agreement in compliance with applicable laws before it is filed publicly.

25.7. The rights and remedies conferred on Parties by Agreement are cumulative and are not exclusive of any rights and remedies provided by law.

25.8. Lessee shall not (except with the prior written consent of Lessor) directly or indirectly solicit or entice away (or attempt to solicit or entice away) from the employment or engagement of Lessor any person (employee, worker or independent contractor) employed or engaged by Lessor at any time during the term and for a further period of 12 months after the termination of this Agreement. If Lessee commits any breach of this clause, Lessee shall, on demand, pay to Lessor a sum equal to USD150 000 plus the recruitment costs incurred by Lessor in replacing such person.

25.9. This Agreement may be executed in any number of copies. A signed and scanned signature on any copy shall be deemed an original for all purposes.

25.10. This Agreement is valid for acceptance until 1 st of June, 2020. Should due to any reason Agreement not be signed by Lessee by this date, Lessor has right to release Aircraft in the market or reoffer it to Lessee at different commercial conditions.

25.11. Parties shall each bear their own legal costs arising out of documenting this transaction.

IN WITNESS WHEREOF Parties have caused Agreement to be executed the date first above written.

Made in Miami and Made in Malta

For and on behalf of	For and on behalf of
Global Crossing Airlines, Inc. – LESSOR	SMARTLYNX AIRLINES MALTA – LESSEE
/s/ Ryan Goepel	/s/ Aleksandrs Gusevs
Ryan Goepel	Aleksandrs Gusevs
EVP and CFO	BOARD MEMBER

19

Annex A

Rates, Payments and Additional Support

1. RENT

1.1. Lessee shall pay Lessor Lease Rate of Two Thousand Five Hundred USD (USD 2500) per Block Hour for all Block Hours in accordance with Minimum Period Guarantee.

The Block Hour rates set forth in this Article 1.1 shall be increased for inflation on 1 May of each calendar year (commencing 1 May 2022) by a percentage amount equal to three percent (3%).

1.2. Rent is inclusive of cockpit crew and per diems at Fifty USD (USD 50) per person per day, exclusive of accommodation at Base as well as exclusive of any air or ground crew positioning costs to and from Base, if direct related to the flight program of Lessee.

1.3. Lessee shall prepay Lessor Rent for all Additional Block Hours over and above the Minimum Period Guarantee of respective Lease Term according to rates of Annex A, Article 1.1.

For avoidance of doubt, Lessor is not obliged to operate hours in excess of Minimum Period Guarantee, but shall not unreasonably refuse any such requests from the Lessee.

1.4. All payments shall be made without deduction or withholding and in immediately available funds. All payments are considered executed when received in Lessor’s bank account.

1.5. Lessor shall report to Lessee the number of actual Block Hours flown based on Aircraft Journey Log report within 24 hours after each given Flight. Journey Log serves as reference for accounting Block Hours. Block Hours are measured to two decimal places.

1.6. Block Hours associated with delivery and redelivery of each Aircraft shall not be counted towards Minimum Period Guarantee of respective Lease Term and shall be paid as per clause 5.1 of ACMI Agreement.

1.7. After completion of redelivery flight, fuel reconciliation shall be performed compared to position prior to delivery flight. Fuel reconciliation shall be performed after each time Aircraft has left Base in accordance with Article 9.5 of Agreement. Rent of extra cabin crew or flight crew is reconciled at the end of the Lease Term but prepaid as per approximate amounts prior to being used.

1.8. Lessor is obliged to provide cabin crew trainers to train Lessee’s cabin crews in accordance with procedures of Lessor so as to permit them operate on the Aircraft independently. In the alternative, parties might evaluate an option that Lessee may provide a crew trainer to be trained by Lessor and then the crew trainer shall be responsible for providing training to the rest of Lessee’s cabin crew. Trainer services fee is in amount of $200USD per person per day and all expenses, including travel, hotel accommodation of trainer, facility rental, and materials printing are Lessee’s cost.

1.9. Lessor may provide services of their cabin crew, at extra cost of $75USD per person per Block Hour operated and all other support on Lessee expense prepaid. It is Lessee’s decision to request or not cabin crew members to operate the flights.

1.10. Lessee acknowledges that the Lessor may conduct periodic evaluations of the cabin crew as required by the Aviation Authority, by way of observation on certain flights. Lessee is liable for paying fee, under Annex A Article 1.9 as well as all travels and hotel accommodation for such observers. Such observation flights shall be coordinated between parties and shall not exceed 5% of all flights.

1.11. Should flights operate in a W-pattern occur, or flight operations to down route stations not supported by approved and qualified MRO providers, then a flying spanner shall be required on such flights, and Lessor may provide such at extra costs of Sixty Five USD (USD 65) per person per Block Hour, plus per diem of Seventy USD (70USD) and all other support, on Lessee cost.

20

1.12. The rate is based on average hour cycle ratio for Lease Term of 3:1 and if any calendar month during Lease Term the ratio will be lower than 10% from above, that is, below 2.7:1, Lessee will compensate this by paying a surcharge on all hours flown during that calendar month by a percent increase in Lease Rate that corresponds to decimal insufficiency towards cycle ratio above.

1.13. Whenever Lessor’s cabin crew is operating for Lessee, they are entitled to same onboard sales bonus as Lessee’s own cabin crew operating on Flights, if any. Details of such are further agreed between Parties.

2. PAYMENT

2.1. Following Rent payment schedules for Lease Term One, Lease Term Two, Lease Term Three, Lease Term Four, Lease Term Five, Lease Term Six, Lease Term Seven and Lease Term Eight will apply, in any Lease Term payment dates being 1st date of month for 16th to last date of that month, and 15th date of month for the 1^st to 15^th date of the following month, any date being weekend or national holiday payment will be made on previous workday.

All payments to be made in accordance with Agreement by Lessee to Lessor shall be made directly into Lessor’s account, such account to be advised by Lessor in writing.

Rent payments and all other sums payable shall be in USD and shall be free of banking charges and fees shall be deemed to have been made on the date on which they are received in Lessor’s bank account.

2.2. Any set off or deduction is subject to written consent of Lessor.

2.3. All incoming payments from Lessee to Lessor will first be applied to least recent invoices unpaid.

2.4. An interest rate of 3% per annum shall be applied on all outstanding payments, as of date when payment should have been latest received to date when they were actually received.

2.5. All payments are considered executed when received in Lessor’s bank accounts. Non-operation of Flights due to Lessee’s non-fulfilment of payment obligations does not release them from accruing obligations.

2.6. Block Hours over Minimum Period Guarantee are prepaid at estimate level and reconciled at the end of each Lease Term. For avoidance of doubt, all Block Hours are paid prior they are flown.

2.7. Intentionally blank;

2.8. At the end of each Lease Term, reconciliation will be completed within 30 days after the redelivery of Aircraft.

2.9. Lessor has right not to operate Flights if any payment due is not received.

2.10. All ancillary payments (travel cost, trainer fee and similar) are prepaid at estimated level for following month on 15th date prior month when such are consumed, reconciled as per actual, until 15th date of following month.

3. DEPOSIT

3.1. To ascertain that Lessee Leases the Aircraft and fulfils their obligations herein, Lessee shall provide a deposit (the “Deposit”) in a form of cash from a respectable bank, amounting to Two Hundred Fifty Thousand USD (USD 250 000) per each Aircraft 1 and Aircraft 2. The Deposit shall be paid as follows:

a) For Aircraft-1: For Lease Term One: USD 250 000 no later than 1st of December, 2020; For Lease Term Two and all following Lease Terms: USD 100 000 no later than 31^st of December of each applicable calendar year, USD 100 000 no later than 28^th of February of each applicable calendar year and USD 50 000 no later than 1^st of April of each applicable calendar year.

b) For Aircraft-2: For Lease Term Two and all following Lease Terms USD 100 000 no later than 31^st of December of each applicable calendar year, USD 100 000 no later than 28^th of February of each applicable calendar year and USD 50 000 no later than 1^st of April of each applicable calendar year.

21

Within 30 days of the end of each Lease Term, Lessor shall return the full amount or part hereof of the Deposit to Lessor. For avoidance of doubt, first instalment of Aircraft-1 of USD 50 000 is a non-refundable amount to be kept by the Lessor in any conditions.

3.2. Lessee acknowledges that Lessor may access and use Deposit in all and any cases as stipulated by Agreement, in particular to remedy obligations to lease Aircraft during each Lease Term, pay or provide support, without prejudice to any other remedies available to Lessor.

If, for any reasons cash deposit is used and applied as payment for Lessee’s due obligations in whole or in part during Lease Term, Lessee shall restore cash deposit to the full amount within five (5) days from notification of Lessor.

3.3. Lessor shall within two (2) days after a written request of Lessee to release the Deposit one of the following occur:

a. Lessor does not obtain the necessary approvals from board or Head Lessor to enter into Agreement,

b. Lessor Aviation Authority does not approve lease of Aircraft,

c. Aircraft inspection or Audit of Lessor by Lessee has a justifiable unsatisfactory conclusion,

d. Insurance agreed in the Agreement is invalidated for any reason attributable to Lessor; or

e. Lessor fails to deliver Aircraft (other than for reasons of Force Majeure or Total Loss) or Replacement Aircraft on the Delivery Date; or

f. Lessor ceases to be a commercial air carrier hence failing to perform the services.

3.4. Lessee is obliged to provide Lessor with monthly evidence of payment of over flight fees as accrued by Aircraft. Lessor may request Lessee to present evidence of payment of fees to other suppliers, including but not limited to ground handling agents and fuel suppliers. Provision of such information in a regular and accurate manner is a material obligation of Lessee.

3.5. Failure of Lessee to abide to their obligations precludes Lessor from fulfilling theirs.

IN WITNESS WHEREOF Parties have caused Agreement to be executed the day and year first above written.

Made in Miami and Made in Malta

For and on behalf of	For and on behalf of
Global Crossing Airlines, Inc. – LESSOR	SMARTLYNX AIRLINES MALTA – LESSEE
/s/ Ryan Goepel	/s/ Aleksandrs Gusevs
Ryan Goepel	Aleksandrs Gusevs
EVP and CFO	BOARD MEMBER

22

Annex B

Direct Operating Costs (DOC’s)

Lessee is responsible for all expenses as follows, irrespective of whether Lessee has or has not been payer of those:

a. accommodation in single rooms of minimum 4*** international standard, with continuous room stock at same hotel corresponding to contractual number of crews, professionally secured if deemed necessary by Lessor’s security management, on a bed and breakfast basis (early departure meals available) with free of charge wireless internet access and laundry facilities in Base and all outstations, during duty and off-duty days for all Lessor’s crew, station manager and technical personnel. Choice of the hotel is subject to Lessor’s preparation team’s consent, prerequisites for room facilities being climate control, smoke detector, direct phone line into room, black-out curtains, light level control, room’s size not less than 18sqm.

b. ground transport for Lessor’s crew, station manager and technical personnel between the place of accommodation and Base, professionally secured if deemed necessary by Lessor’s security management. Parties agree to use hotel shuttle for such ground transportation between the place of accommodation and Base. In case transportation is needed outside of hotel shuttle working hours, a separate dedicated ground transportation shall be organized for Lessor’s personnel accordingly. Lessee acknowledges that maintenance personnel and crew have different patterns of need for ground transport, all transport related to Lessee’s Flights. Travel for all Lessor’s crew, station manager and technical personnel to and from Base, whenever not related to Flights at maximum USD 75 000 (excluding extra crew and cabin crew and cabin crew trainers) per each Lease Term per each Aircraft. Travel is organized by Lessor’s travel organization, except when related to Lessee’s Flights. First travel choice is by air at lowest coach standard rate with 1 check-in luggage included; if not available or suitable as deemed by Lessor’s crewing specialist then second choice is by land.

c. airside passes and work permits and all costs related to obtaining such, to be supplied latest at least one week prior to of.

d. All visas, invitation letters and expenses associated with obtaining such, including security course, air side driver’s license course and administrative fees.

e. suitable secure, clean and air-conditioned and lockable storage space airside for parts (if 10 sqm per aircraft for consumables and l0sqm per aircraft for wheels and brakes), with free of charge wired internet connection with non-blocked TCP/UDP ports for H323 VoIP calls and 230V electricity supply, isolated from Lessee activities or other activities, furnished with shelves capable to carry the load of components (20kgs per shelf) at Base. Lessee is obliged to provide technical drawings of such premises, as well as address thereof no later than two weeks prior to of to allow set up and certify line maintenance station.

f. shared transport –landside and airside for Lessor’s technical personnel and station manager sufficiently large to carry wheels and brakes as well as airside ID for the transport.

g. Airside escort, if such is needed.

h. As available with Lessee’s contract agency, a suitable crew-briefing room with telephone, fax and with free of charge wired internet connection with non-blocked TCP/UDP ports for HTTP, HTTPS, SSL, VPN (L2TP), and 110V electricity supply. 24h stable internet connection (without peak bottlenecks). If no briefing room at the airport can be provided Lessee provides one extra room at the Base hotel to be used as briefing room, no later than one day prior to to of.

i. Suitable shared office within the existing premises of the Lessee, with telephone, fax and with free of charge wired internet connection with non-blocked TCP ports for HTTP, HTTPS, SSL, VPN (L2TP), 110V electricity supply. As available, 10Mpbs speed with packet loss less than 3%; usage of Smartlynx VPN router (with DHCP WAN); provide contact information of Local IT support, no later than one day prior to 16th April, 2018.

23

j. an experienced dedicated operations liaison representative of Lessee to liaise with Lessor and operationally assist at all stations in respect of all matters in connection with the operation of Aircraft including obtaining necessary Visas, permits, Ids and passes;

k. any and all customs (on parts temporarily imported by Lessor), immigration and inspection fees or charges, including per passenger fees, overtime charges, late return fees and services charges imposed by any Government Entity unless such costs occur from incorrectly filled in customs documents by Lessor or their suppliers;

I. any and all taxes, fees, security charges, departure taxes and related charges which are assessed on a per passenger basis or based on air revenue (excluding taxes based on the net income of Lessor) which are imposed by any Government Entity or airport authority, including;

m. screening of passengers, baggage, mail and cargo, all passenger claims, compensations and welfare costs

n. all documentation and approvals to be obtained in relation to Flights in accordance with Agreement, including all traffic rights, slots

o. insurance under the responsibility of the Lessee as provided in Agreement, including any supplements for war risk

p. free of charge freight on Lessee’s flights for spares required to maintain Aircraft

q. marketing, sales, ticketing and check-in;

r. other Direct Operating Costs as follows:

(i) re-fuelling/de-fuelling operations (including crew, operations officer and maintenance personnel to check and verify the delivered fuel quantity and quality and supply of fluid replenishment), fuels, hydraulic fluids, de-icing fluid, lubricants and all maintenance fluids and gasses and in plane services of fuel, lubricants and other fluids, nitrogen for the operation of Aircraft including oil for hydraulic and engines

(ii) ground handling and security at all locations serviced by the Aircraft, including passenger, baggage, mail, cargo and crew handling (including baggage mail and cargo storage, loading and unloading Aircraft) and securing Aircraft doors before take-off, and terminal and facility security in connection with Operations;

(iii) provision of labor and suitable equipment at all locations serviced by the Aircraft to perform apron service including, but not limited to, all servicing of Aircraft toilets, and fluids, marshalling, chock, ground power during transit time, de-icing, engine starting, firefighting, heating and cooling, passengers and crew steps, water replenishment and ground to cockpit communications;

(iv) interior and exterior cleaning and serviceability of the Aircraft at the Base to accepted international airline standards, , including replacement of missing life jackets, cleaning or replacement of seat covers and cleaning of carpets, as well as repair of and replacement of movable emergency equipment and fittings. Turnaround cleaning at the outstation to be performed by the cabin crew.

(v) landing and all airport charges and taxes;

(vi) aircraft parking, towing and security, qualified ground crew, operations officer and maintenance personnel to assist with Aircraft movement, push back, tugs, tow bar and qualified crew, operations officer and maintenance personnel for taxi-in and push-out procedures;

(vii) over flight charges and any other route navigation charges, including Euro control, traffic rights, overfly and other Air Traffic Control and en route navigation charges incurred by Lessor in connection with the operation of Aircraft for flights in accordance with Agreement;

(viii) intentionally blank;

(ix) customs, immigration and inspection fees related to Aircraft operations or supplies;

24

(x) all catering for cockpit and cabin crew with one warm meal-set and snack as per Lessor’s OM-A, as well as soft drinks per roundtrip flight per crew member, all catering equipment and responsibility of such, also when borrowed from Lessor;

(xi) all in-flight service materials and dry goods including but not limited to In-Flight-Entertainment content and headsets, safety-on-board cards, airsickness bags, blankets, pillows and headrest covers;

(xii) intentionally blank;

(xiii) delivery and redelivery of Aircraft on a 50/50 basis; and

(xiv) any and all other reasonable direct operating cost incurred in the performance of Flights whether or not listed above.

Charges for all DOCs shall be paid directly by Lessee and in those cases where such DOCs are invoiced to Lessor then Lessor will re-invoice such to Lessee, with 1% service fee, and Lessee will pay them within two days from invoice date.

Made in Miami and Made in Malta

For and on behalf of	For and on behalf of
Global Crossing Airlines, Inc.—LESSOR	SMARTLYNX AIRLINES MALTA—LESSEE
/s/ Ryan Goepel	/s/ Aleksandrs Gusevs
Ryan Goepel	Aleksandrs Gusevs
EVP and CFO	BOARD MEMBER

25

Annex C

Flight Schedule

Made in Miami and Made in Malta
For and on behalf of	For and on behalf of
Global Crossing Airlines, Inc.—LESSOR	SMARTLYNX AIRLINES MALTA—LESSEE
/s/ Ryan Goepel	/s/ Aleksandrs Gusevs
Ryan Goepel	Aleksandrs Gusevs
EVP and CFO	BOARD MEMBER

26

AMENDING AGREEMENT NO. 1

UNANIMOUS SHAREHOLDER AGREEMENT

THIS AMENDING AGREEMENT NO. 1 (this “Agreement”) is made as of the 24th day of October 2020 (the “Amendment Effective Date”), between Global Crossing Airlines. (“GlobalX”) and Smartlynx Airlines Malta (“Smartlynx”), and together with GlobalX, the “Parties”.

WHEREAS the Parties entered into an Aircraft ACMI Lease Agreement dated effective June 1, 2020;

AND WHEREAS the parties hereto wish to amend the terms of the Aircraft ACMI Lease Agreement on the terms and subject to the conditions set out in this Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSETH that for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. References

Upon execution of this Agreement, the Aircraft ACMI Lease Agreement shall be deemed to have been amended as of the Amendment Effective Date. The terms “hereof, “herein”, “this Agreement” and similar terms used in the Aircraft ACMI Lease Agreement, shall mean and refer to, from and after the Amendment Effective Date, the Aircraft ACMI Lease Agreement as amended by this Agreement.

2. Captions and Heading

The inclusion of headings preceding the text of the sections of this Agreement are intended for convenience of reference only and shall not affect in any way the construction or interpretation thereof.

3. Amendments

Annex A Section 3.1(a)(b) of the Aircraft ACMI Lease Agreement shall be amended by replacing the existing clause with:

a) For Aircraft-1: For Lease Term One: USD 250 000 no later than 1st of December, 2020; or upon confirmation of AOC whichever date is later and subject to Lessees prior written confirmation.

b) For Lease Term Two and all following Lease Terms: USD 100 000 no later than 31st of December of each applicable calendar year, USD 100 000 no later than 28th of February of each applicable calendar year and USD 50 000 no later than 1st of April of each applicable calendar year or upon confirmation of AOC whichever date is later.

4. Successors and Assigns

This Agreement shall be binding upon, and shall endure to the benefit of each of the parties hereto and their respective successors and permitted assigns.

5. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the England and Wales applicable therein.

6. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or electronic mail shall be as effective as delivery of a manually executed counterpart of this Agreement.

7. One Agreement

This Agreement further amends and supplements the Aircraft ACMI Lease Agreement. This Agreement and the Aircraft ACMI Lease Agreement shall be read together and constitute one agreement with the same effect as if the amendments made by this Agreement had been contained in the Aircraft ACMI Lease Agreement as of the effective date of this Agreement.

8. Conflict

If there is a conflict between any provision of this Agreement and any provision of the Aircraft ACMI Lease Agreement, the relevant provision of this Agreement shall prevail.

9. Further Assurances

Each party hereto shall from time to time promptly execute and deliver all further documents and take all further action necessary to give effect to the provisions and intent of this Agreement.

[Signature page follows]

2.

IN WITNESS WHEREOF the Parties hereto have duly executed this Agreement effective as of the date first above written.

Global Crossing Airlines Inc		Smartlynx Airlines Malta
Per:	/s/ Ryan Goepel	Per:	/s/ [ILLEGIBLE]
	Name: Ryan Goepel		Name:
	Title: EVP and CFO		Title:

AMENDING AGREEMENT NO. 2

UNANIMOUS SHAREHOLDER AGREEMENT

THIS AMENDING AGREEMENT NO. 2 (this “Agreement”) is made as of the 15th day of October 2020 (the “Amendment Effective Date”), between Global Crossing Airlines. (“GlobalX”) and Smartlynx Airlines Malta (“Smartlynx”), and together with GlobalX, the “Parties”.

WHEREAS the Parties entered into an Aircraft ACMI Lease Agreement dated effective June 1,2020;

WHEREAS the Parties entered into an Amending Agreement NO. 1 dated effective July 29^th, 2020;

AND WHEREAS the parties hereto wish to amend the terms of the Aircraft ACMI Lease Agreement on the terms and subject to the conditions set out in this Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSETH that for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. References

Upon execution of this Agreement, the Aircraft ACMI Lease Agreement shall be deemed to have been amended as of the Amendment Effective Date. The terms “hereof, “herein”, “this Agreement” and similar terms used in the Aircraft ACMI Lease Agreement, shall mean and refer to, from and after the Amendment Effective Date, the Aircraft ACMI Lease Agreement as amended by this Agreement.

2. Captions and Heading

The inclusion of headings preceding the text of the sections of this Agreement are intended for convenience of reference only and shall not affect in any way the construction or interpretation thereof.

3. Amendments

Section 4.5 of the Aircraft ACMI Lease Agreement shall be amended by replacing the current language with: “Lessee has a right to terminate the Lease Term One of this ACMI Lease agreement due to reasons, limited to: failing to obtain AOC, continuous repeated outbreak of COVID-19 virus after the signature of this Agreement and its implications on the aviation industry, causing overall aviation market decrease below 50% of the figures of 2019, by giving a written notice to Lessor not later than 01^st of December, 2020. In such case Lessor will credit the Lessee USD $250,000 towards the deposit requirements for Lease Term Two. For the avoidance of doubt, credited deposit becomes non-refundable.

For avoidance of doubt, such termination is option only applicable in relation to Lease Term One, all the other Lease Terms for both Aircraft-1 and Aircraft-2 are to remain in full force and effect as per terms and conditions of this ACMI Agreement, including for the avoidance of doubt, the applicable Security Deposit payments, and in case of any further Lease Terms are terminated by Lessee, clause 4.4 will be in force.

In addition Lessor agrees to exercise $150,000 USD worth of a combined warrants (275,000 Warrant Shares) granted under PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT FOR UNITS exercised on June 24, 2020 and Options (50,000 Voting Shares) granted as part of the INCENTIVE STOCK OPTION AGREEMENT dated June 23,2020 no later than December 01,2020 and issue a mutually agreeable press release announcing said investment.

4. Successors and Assigns

This Agreement shall be binding upon, and shall endure to the benefit of each of the parties hereto and their respective successors and permitted assigns.

5. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the England and Wales applicable therein.

6. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or electronic mail shall be as effective as delivery of a manually executed counterpart of this Agreement.

7. One Agreement

This Agreement further amends and supplements the Aircraft ACMI Lease Agreement. This Agreement and the Aircraft ACMI Lease Agreement shall be read together and constitute one agreement with the same effect as if the amendments made by this Agreement had been contained in the Aircraft ACMI Lease Agreement as of the effective date of this Agreement.

8. Conflict

If there is a conflict between any provision of this Agreement and any provision of the Aircraft ACMI Lease Agreement, the relevant provision of this Agreement shall prevail.

9. Further Assurances

Each party hereto shall from time to time promptly execute and deliver all further documents and take all further action necessary to give effect to the provisions and intent of this Agreement.

[Signature page follows]

IN WITNESS WHEREOF the Parties hereto have duly executed this Agreement effective as of the date first above written.

Global Crossing Airlines Inc		Smartlynx Airlines Malta
Per:	/s/ Ryan Goepel	Per:	/s/ Aleksandrs Gusevs
	Name: Ryan Goepel		Name:
	Title: EVP and CFO		Title:

EX-10.12

Exhibit 10.12

ACMI PASSENGER AGREEMENT

This ACMI Passenger Agreement is made and entered into as of the 5 th day of February, 2021, by and between Global Crossing Airlines, LLC., having its principal place of business at Building 5A, Miami International Airport, 4^th Floor, 4200 NW 36^th Street, Miami, Fl 33166, U.S.A. (“GlobalX”); and Estelar Latinamerica (“Estelar”) having its principal place of business at 5000 Calle Londres, Edif, Las Mercedes, Piso, Caracas, Miranda, Zona Postal 1061, Venezuela (“Estelar” and, collectively with GlobalX, the “Parties”).

RECITALS

A. GlobalX and Estelar desire to enter into an agreement whereby GlobalX will transport passengers, baggage and, to the extent allowed under this Agreement, cargo and mail for Estelar (the “Air Travel Service”) and to define their respective roles, responsibilities and compensation with respect thereto.

In consideration of the premises and the terms, conditions and mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

SECTION 1

PASSENGER SERVICE

1.1 GlobalX and Estelar have agreed to the flights to be operated by GlobalX under this Agreement (the “Flights”) as set out in a Flight Agreement in the form of Exhibit A hereto (the “Flight Agreement”). GlobalX and Estelar shall agree in writing, in advance, on any additional flight(s) or change(s) to the schedule or frequency of Flights to be operated by GlobalX under this Agreement.

1.2 GlobalX shall operate, on the Flights, based on Estelar preference per route, either one A320 aircraft, with 170 or greater seats, in an split class configuration, or one A321 aircraft, with 183 or greater seats in split class configuration (the “Aircraft”). GlobalX will use commercially reasonable efforts to cause the Aircraft to be available during the Term (as defined below) but shall have the right to substitute an equal or larger capacity aircraft when the Aircraft is unavailable. In such event, GlobalX shall provide prompt notice to Estelar, and the substitute aircraft shall be considered the Aircraft for the purposes of this Agreement. GlobalX shall not be obligated to provide a substitute aircraft, and flight(s) may be cancelled, in the event a GlobalX aircraft is unavailable due to any event outside its control, including without limitation mechanical defect, damage, etc.

1.3 GlobalX shall provide Passenger Service on the Aircraft in accordance with the more restrictive of (a) the U.S. Federal Aviation Regulations (“FARs”) and GlobalX-approved manuals, (b) those regulations and rules of the countries where the Flights are to operate and with which either GlobalX or Estelar is required to comply, and (c) any other required governmental rule or regulation. GlobalX shall be responsible for payment of all Passenger Service expenses relating to the Flights, except as set forth in this Agreement or in the Flight Agreement. GlobalX’s obligation to operate the scheduled Flights is subject to availability of the Aircraft.

Page 1

1.4 GlobalX shall ensure for all Flights that the Aircraft (a) is airworthy and equipped for commercial Estelar operations, (b) has a valid and current Certificate of Airworthiness from the U.S. Federal Aviation Administration (the “FAA”), and (c) has onboard the official documents, as required by the FAA and the U.S. Department of Transportation (the “DOT”) for the operation of the Aircraft and the carriage of passengers, baggage, cargo and mail on the Flights. Estelar shall obtain all other necessary government approvals for the Flights.

1.5 GlobalX shall ensure that the Aircraft is maintained and operated in accordance with the requirements of the FAA and in accordance with GlobalX’s approved maintenance program.

1.6 For purposes of this Agreement, GlobalX shall provide sufficient crews to complete the schedule outlined in the Flight Agreement (“Crews”). All Crews shall be fully qualified and licensed in accordance with applicable regulations. All Crews shall be and remain employees of GlobalX unless otherwise specified in this Agreement or the Flight Agreement.

1.7 GlobalX shall provide maintenance personnel, spare parts support, tools and equipment as necessary to support the Aircraft in the operation of the Flights. All costs related to the maintenance, insurance, and crew of the Aircraft shall be the responsibility of GlobalX. All other operational costs, including landing fees, taxes, ground handling fees, standard ground equipment at all airports of operation such as but not limited to ground power unit, conditioned air unit, aircraft stairs, chocks and other equipment generally referred to as Ground Support Equipment (GSE). Estelar shall be responsible for all such equipment or costs that are not associated with Aircraft lease agreements, Crew Employment Costs but not exclusive of crew travel costs, Aircraft Maintenance, and Aircraft Insurance.

SECTION 2

COMPENSATION AND PAYMENT

GlobalX shall be paid for its services under this Agreement at the rates and in accordance with the payment terms and conditions which are provided below and detailed in the Flight Agreement:

(a) The Parties have agreed to the schedule for the Flights as detailed in the Flight Agreement. The Parties agree that the ACMI Rate provided herein is based on GlobalX operating the schedule set forth in the Flight Agreement (the “Minimum Guaranteed Rotations”). “ACMI” is defined as the agreed upon hourly rate multiplied the the complete round trip operation of the total time measured in hours and minutes beginning from the Aircraft’s initial move from its departure point at MIA until its final stop at its MIA. Any changes to the schedule, guaranteed Rotations or alternate locations shall be subject to the mutual agreement of the Parties.

(b) The due dates of payment(s) to be made by Estelar to GlobalX hereunder shall be as described in this Agreement and the Flight Agreement (“Due Date(s)”). Payments shall not be considered received by GlobalX until they are recognized in GlobalX’s account, details of which are set forth in the Flight Agreement. Estelar will be responsible for the timely processing of payments to guarantee compliance with the Due Date. Failure of GlobalX to receive a payment on or before the applicable Due Date will give rise to a late fee as described in Section 2(h) below.

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(c) Subject to the Minimum Guaranteed Rotations, Estelar shall compensate GlobalX at the ACMI Rate as defined in Exhibit A in accordance with the Flight Agreement for its service (the “ACMI Rate”), based on the schedule and Rotation Schedule detailed in the Flight Agreement (the “Guarantee”), regardless of whether actual Rotations are fewer. The ACMI Rate will not include any ground handling below and above wing, nor any operational and landing fees or taxes. The ACMI Rate is exclusive of all fuel and catering which will be provided by Estelar through their own vendor agreements. Estelar will be responsible for payment of all landing fees, all ground handling below and above the wing, and all operations fees at all airports.

(d) Estelar will bear the costs of any operational charges or fees imposed by any of the Venezuelan or Dominican Republic authorities and ground handlers on any or all flights that are operated to or from on behalf of Estelar.

(e) Estelar shall also compensate GlobalX at the ACMI Rate for each Hour, or part thereof, operated by GlobalX.

(f) Due to excessive wear and tear of Aircraft and engine components, the following additional fees shall apply on all flights segments, whether reposition or live, that fall below the described block hours:

• A320 and A321 cycle fee of $ 900.00 USD will be assessed for each cycle less than 1.5 Block Hours.

Estelar shall compensate GlobalX at the ACMI Rate for Hours contemplated in the Flight Agreement even if subsequent routing reduces Rotations.

(g) Prior to commencement of the Flights, Estelar shall make payment to GlobalX in the amounts and on the dates specified in the Flight Agreement.

(h) The Parties agree that GlobalX shall complete a reconciliation within 30 days after the completion of each month or other payment period, or the conclusion of all Flights as determined by the Flight Agreement. For this reconciliation the Parties agree to reconcile the following:

(i) The Minimum ACMI Hours against the actual Rotations flown during the Term;

(ii) Any fuel paid for by GlobalX;

(iii) Any expense(s) incurred by GlobalX not specifically identified as GlobalX’s responsibility in either this Agreement or the Flight

Any deficiency in payment identified by GlobalX as a result of the above reconciliation will be satisfied by Estelar within five business days after written notification from GlobalX to Estelar.

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Any overpayment made to GlobalX and identified by GlobalX as a result of the above reconciliation will be satisfied by GlobalX within seven business days after written notification from GlobalX and acknowledgement from Estelar.

(i) Estelar shall pay GlobalX a deposit in the amount equal to 7 days of initial flight schedule within three days following both the full execution of this Agreement and notification to Estelar that GlobalX has successfully achieved U.S. FAA Certification (the “Security Deposit”). The Security Deposit will serve as security for the faithful performance by Estelar of any and all of its obligations hereunder. Should Estelar fail to perform as required under this Agreement, GlobalX shall be entitled to apply the Security Deposit at its sole option and discretion, without any set-off, to additional invoicing, defense, counterclaim or deduction of any nature whatsoever to or by Estelar, against payment(s) due to GlobalX. Such remedy shall be in addition to and not in lieu of any other remedies that may be available to GlobalX. Estelar shall remain liable for any deficiency between the amount of the Security Deposit and the amount due GlobalX. Should GlobalX draw upon all or a part of the Security Deposit, Estelar shall replace the amount drawn, thus returning the Security Deposit to its original amount, within three business days after notification from GlobalX of said withdrawal. Upon mutual agreement to the final reconciliation and payment by Estelar of the amount thereof, GlobalX shall refund to Estelar the entire Security Deposit, to the extent not used to offset failure(s) in performance by Estelar.

(j) All compensation to GlobalX will be made in U.S. dollars (“USD”), and GlobalX will not be liable to pay wire transfer fees, exchange fees, or any fees related to the conversion or exchange of currency that may or may not reduce the total amount of compensation as stated in the Flight Agreement.

SECTION 3

COMMERCIAL CONTROL

3.1 Commercial control of the Flights during the Term shall be vested in Estelar. Estelar shall, subject to operational and technical considerations as specified in Section 4 below, be solely competent to cancel, delay or re-route a Flight for commercial reasons with a minimum of 12 hours notification per individual flight. (subject to the Minimum Rotations, and Estelar shall indemnify GlobalX for all costs and expenses as a result of any such cancellation, re-routing or rescheduling. Subject always to Section 4 below, GlobalX’s flight crew shall comply with all reasonable instructions of Estelar of a commercial nature. Changes requested inside of 12 hours will be subject to all governmental regulations, crew availability, and best effort by GlobalX, but cannot be guaranteed.

3.2 Notwithstanding the provisions of Section 3.1 above or any other provision in this Agreement or the Flight Agreement to the contrary, Estelar represents that the Flights contemplated under this Agreement and the Flight Agreement do not and will not require the Aircraft to operate in, to or over any country excluded by applicable laws, FARs, GlobalX’s FAA operating authority or GlobalX’s insurance coverage. Estelar will not direct GlobalX to operate in, to or over any country described in the immediately preceding sentence.

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3.3 Under no circumstance will a commercial cancellation or reduction in the Flights caused by Estelar reduce the Minimum Rotations payable to GlobalX, unless the Parties mutually agree to a reduction of Minimum Rotations, or an alternative solution is agreed in writing and executed as an amendment to this Agreement.

3.4 Any increase in cost to GlobalX from a cancellation, re-routing, or re-scheduling by Estelar will be promptly reimbursed and subject to Section 2(h) of this Agreement.

SECTION 4

OPERATIONAL CONTROL

4.1 GlobalX shall at all times be responsible for and maintain the legal possession and operational control and airworthiness of the Aircraft.

4.2 GlobalX shall be responsible for the technical operation of the Aircraft and the safe performance of the Flights and shall retain full operational control and possession of the Aircraft to enable it to do so. In particular, the captain of the Aircraft shall, for the purpose of the safe performance of the Flights, have absolute discretion in all matters concerning the preparation of the Aircraft for a Flight, the load carried and its distribution, the decision whether or not a Flight shall be undertaken, the route to be flown, any deviation from the time and place where landings should be made, and all other matters relating to the technical operation of the Aircraft. Estelar shall accept all such decisions of the captain as final and binding. GlobalX shall not be liable to Estelar for any loss, damage, cost, or claim whatsoever and howsoever arising as a result of any such decision of GlobalX or the captain of the Aircraft.

4.3 The operation of the Aircraft shall be carried out in accordance with the FARs, GlobalX’s FAA operating authority, GlobalX’s insurance coverage, and the standards and practices of GlobalX as set out in GlobalX’s flight operations manual.

4.4 GlobalX shall maintain all logs and records pertaining to the Aircraft in accordance with the rules and regulations of the FAA. Copies of such records shall be made available to Estelar upon written request.

4.5 It shall be the sole responsibility of Estelar to file tariffs and schedules and to prepare and file all other documents and reports with any governmental entity whatsoever concerning the operation of Flights hereunder, and Estelar shall indemnify, defend and hold GlobalX harmless from and against any and all losses, costs, damages, liabilities and expenses for GlobalX harmless from and against any and all losses, costs, damages, liabilities and expenses for which GlobalX may be liable as a result of Estelar either delaying or failing to make such filing.

4.6 The Flights will be operated under GlobalX’s flight numbers and IACO GXA call sign Gemini.

4.7 Arrival/departure and related messages relating to Flights performed in accordance with this Agreement shall be sent to the appropriate departments of GlobalX and Estelar.

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4.8 Estelar will bear the costs associated with GlobalX obtaining all necessary documents, visas, work permits, airport badges, consents and certificates required in connection with the operation of the Aircraft under this Agreement.

4.9 Global X shall cause the Aircraft to be loaded in accordance with GlobalX’s weight and balance manual, and load and trim sheets shall be accurately compiled by Global X and made available to Estelar promptly upon Estelar’s request.

4.10 Flights to be operated under this Agreement will be operated under GlobalX’s ICAO designated code. Estelar shall be considered as the operator of the Flights for purpose of the EU Emissions Trading Scheme under EU Directive No. 101/2008 (ETS), if and to the extent applicable (or any such other regulation as appropriate), and shall be responsible for payment of all costs, including without limitation the ETS sums arising and the surrender of all applicable allowances as a result of the operation of the Aircraft during the Term and any extension.

SECTION 5

SECTION 5 FLIGHT CREW

5.1 GlobalX shall provide, at GlobalX’s expense, except as provided elsewhere in this Agreement, qualified and licensed Crews for the operation of the Aircraft for the Flights. Any change to the Flights that result in a change in the number of Crews required must be coordinated with and approved by GlobalX in advance, and any additional cost and expense shall be paid for by Estelar.

5.2 Except when paid in advance by Estelar, Estelar shall, at its own expense, provide the Crews, and GlobalX’s maintenance and operations representatives with living accommodations (single rooms), on site restaurant or 24-hour room service, and transportation in a secure, 4 star or better hotel for the duration of the Agreement in all locations where the Crews are away from their base of operations overnight. The accommodations shall be a room in a hotel rated no lower than four stars. GlobalX will retain sole discretion in approving hotels for its Crews and its maintenance and operational personnel. GlobalX is under no obligation to use hotels provided by Estelar.

5.3 Per Diem is charges at $2.55 per hour both domestic and international per crewmember for meals. Per diem will also be paid to the technical, maintenance and all other staff of GlobalX who are supporting the operation away from their base. Estelar will pay the total sum of Crew per diem at the same time as payment of the relevant Rotations, including if those per diem payments reflect any variances in duration or changes to crewing pursuant to this Agreement. Per Deim charges will be billed to Estelar for each month in arrears and in addition to the Rotation Price.

SECTION 6

ESTELAR’S RESPONSIBILITIES

Estelar shall arrange and pay for the following:

(a) To the extent not already included in the ACMI payment, and subject to Sections 2 and 5.2 above, hotel accommodations, Crew meals and ground transport for the Crews and any ground staff, including without limitation mechanics and operations personnel, and the cost of positioning of all of GlobalX’s personnel in connection with the operation of the Aircraft and the Flights;

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(b) Flight dispatch of the Aircraft in respect of the Flights;

(c) Fuel and in-to-plane services of fuel and oil for the operation of the Flights;

(d) Ground handling at all airports (including without limitation passenger handling, cargo handling, loading and unloading the Aircraft and securing Aircraft doors before take-off), the provision of labor and equipment to perform apron services, including without limitation the internal cleaning of the Aircraft, servicing of Aircraft toilets, air, oxygen and fluids, marshaling, chocks, ground power during scheduled transit time, deicing, engine starting, firefighting, refueling/de-fueling, heating and cooling, parking and security, qualified ground personnel to assist with Aircraft movement, push back, tugs, tow bar and qualified personnel for taxi-in and push- out procedures, crew steps, water replenishment and ground to cockpit communications;

(e) All landing fees at all airports, traffic rights, overfly and other enroute navigation charges in connection with the operation of the Aircraft for the Flights;

(f) All passenger taxes, security charges and other governmental charges and fees not assessed on a per passenger basis or based on air revenue and all fines and penalties resulting from the nonpayment thereof; all charges arising from compliance with DOT regulations or any other governmental agency associated with the Flights;

(g) Aircraft parking, including without limitation standard aircraft ground equipment such as stairs, ground power units, conditioned air units and other equipment generally required to support the Aircraft during parking and maintenance periods;

(h) All allowances and other payments from time to time due to Estelar’s flight crew (if any) on any Flights as referred to in Section 5 above;

(i) All necessary customs and immigration, technical and diplomatic clearances for the operation of the Flights;

(j) All catering for the passengers and flight crew on live and reposition flights;

(k) Any and all taxes, fees, security charges and related charges which are assessed on a per passenger basis or based on air revenue (excluding taxes based on the net income of GlobalX) which are imposed by any governmental entity or airport authority, including without limitation departure taxes, head taxes, excise taxes, VAT and ticket taxes, security fees, passenger facility charges and air passenger duties, and all fines and penalties resulting from the nonpayment thereof;

(1) Office accommodation, with telephone, fax and Internet, for GlobalX flight crew and assigned maintenance and operations personnel at primary base(s) of operation and such other layover points as required by GlobalX;

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(m) Air sickness bags, blankets, pillows, headrest covers, and any additional passenger amenity;

(n) Any and all direct operating costs incurred in the performance of the Flights, whether or not listed above;

(o) All licenses required for operation of the Flights other than those required for GlobalX to operate the Aircraft under this Agreement;

(p) Transport on Estelar’s routes, and hangar/storage space, for spare parts as needed to support the operation of the Flights; any costs in regard of transportation, import, export, tax, all customs and duty fees in regard of spare parts and any license fees for GlobalX staff and/or equipment will be borne by Estelar;

(q) The positioning and re-positioning of the Aircraft for each Flight at the agreed ACMI Rate from/to the main base of GlobalX;

(r) Any and all other costs associated with the Air Travel Service and the Flights that are not the specific responsibility of GlobalX under this Agreement;

(s) Coach seats over the minimum guaranteed seats at Estelar expense for Crew members flying to and from the U.S. when off duty, as required by GlobalX’s policies;

(t) Administrative and logistics support to GlobalX as reasonably necessary to support the operation of the Aircraft on the Flights, including without limitation necessary storage location for GlobalX maintenance support equipment, tooling and spare parts;

(u) To the extent required under applicable regulations and governmental law based on the Flights:

(i) Compliance with U.S. Tarmac Delay Contingency Plan (14 CFR section 259.4), including without limitation any DOT penalties for noncompliance,

(ii) Compliance with U.S. Customer Service Plan (14 CFR section 259.5), including without limitation any DOT penalties for noncompliance,

(iii) Estelar will allow GlobalX to post web link to Estelar’s tarmac delay contingency plan customer service plan, and conditions of carriage to meet 14 CFR section 259 requirements on GlobalX’s public website,

(iv) Compliance with all other U.S. and foreign consumer protection laws, rules, regulations and requirements, including without limitation the cost or reimbursement to GlobalX for such passenger amenities, protections and compensation required by regulation and any penalties for noncompliance, and

(v) Compliance with U.S. requirements with respect to passengers with disabilities (14 CFR Part 382), including without limitation any DOT penalties for noncompliance, and submission of annual reports under 14 CFR section 382.157;

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(v) All costs related to compliance with U.S. Department of Transportation Safety Administration (“TSA”) rules and regulations on foreign or domestic operations, including but not limited to costs associated with airport compliance with TSA airport screening procedures

(w) Airport badging sponsorship to assist in badging GlobalX personnel for unescorted access to the Aircraft; and

(x) All costs related to branding the Aircraft, cabin or other unique logos for Estelar, if required.

(y) Provision of passenger amenities, if any, provided in event of flight delay, cancellation, and/or missed connections, and cost thereof;

(z) Provision of complete passenger manifests to GlobalX in accordance with GlobalX requirements, including without limitation U.S.-citizen emergency contact information to be collected by Estelar under 14 CFR section 243.7;

(aa) Processing and resolution of, and liability for, all claims for loss/delay/damage of baggage, cargo or mail;

SECTION 7

TRAFFIC DOCUMENTS

7.1 Transportation of passengers, baggage, cargo and mail on all Flights shall be governed by Estelar’s conditions of carriage and applicable laws, rules and regulations. Estelar shall contract as principal and as carrier in relation to any passengers, cargo and mail which may be carried on the Aircraft and shall under no circumstances have authority to enter into any contract on behalf of or binding on GlobalX.

7.2 Estelar shall provide all applicable passenger tickets and baggage checks or shipper air waybills (“Traffic Documents”). Estelar shall ensure that each passenger to be carried on the Aircraft shall be supplied with Estelar’s passenger ticket and baggage check duly completed in accordance with the provisions of the Convention for the Unification of Certain Rules relating to International Carriage by Air signed at Warsaw on October 12, 1929, or that convention as amended at The Hague on September 28, 1955, or the Convention for the Unification of Certain Rules for International Carriage by Air, signed at Montreal, Canada, May 28, 1999, whichever may be applicable (each, the “Convention”), showing the passenger’s name and place of departure and destination and any agreed stopping places. Estelar shall ensure that, except as the Convention or other applicable law may otherwise require, GlobalX shall not be liable for any death, wounding or personal injury or claim of whatsoever nature, whether for death or bodily injury or for delay of passengers or loss of or damage to or delay of their baggage or cargo, whether arising in contract, whether occasioned by GlobalX or not, and Estelar hereby waives any and all rights and claims against GlobalX and discharges GlobalX from any such claim as aforesaid, unless the same is caused by the willful misconduct or gross negligence of GlobalX. All passenger tickets, baggage checks and air waybills to be issued under the provisions of this Agreement shall be duly completed and issued as far in advance of the relevant flight as possible and in any event sufficiently in advance so as to give each passenger or other interested party a reasonable time in which to read and appreciate them.

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7.3 Estelar shall indemnify, defend and hold harmless GlobalX from and against any and all claims, demands, liabilities, actions, proceedings and costs whatsoever which arise from any act or omission of Estelar relating to the Traffic Documents.

7.4 Estelar shall comply with all TSA requirements, including without limitation cargo and passenger vetting regulations, airport screening regulations, and tarmac delay regulations. Estelar shall indemnify, defend and hold harmless GlobalX from and against any and all claims, demands, liabilities, actions, proceedings and costs whatsoever which arise in respect of such requirements or the failure of Estelar to comply therewith.

7.5 Estelar shall assume all responsibility for checking passengers for appropriate passports, visas, medical certificates and any other required immigration and emigration documents and for accomplishing the immigration and customs clearance of passengers, baggage, cargo and mail. Estelar shall be solely responsible for any fines or penalties levied as a result of the illegal transportation of Estelar’s employees and passengers and their property and/or cargo and mail (including without limitation contraband) on the Aircraft.

7.6 Estelar shall ensure that all services and carriage hereunder shall be in accordance with the regulations of the applicable transportation and aviation authorities and with all applicable governmental regulations, except for such regulations for which GlobalX, as the operator is directly responsible for compliance.

SECTION 8

TERM AND TERMINATION

8.1 The term of this Agreement shall commence on its full execution and continue until completion of the last scheduled Flight, as set forth in the Flight Agreement, subject to extension by mutual agreement of the Parties (the “Term”). Any extension of the Term must be agreed in writing no later than 90 days prior to the start of the extension.

8.2 This Agreement may be terminated prior to the end of the Term for any of the following reasons:

(a) Subject to Section 8.3 below, either Party shall have the right to terminate this Agreement, immediately or at any time thereafter, by giving notice to the other Party, in the event that the other Party:

(i) Becomes subject to any bankruptcy, liquidation, winding-up, receivership or similar proceedings, whether voluntary, involuntary, provisional or final, or a cessation of all or a substantial part of its business;

(ii) Enters into any assignment for the benefit of its creditors;

(iii) Engages in any fraudulent conduct in its dealings with the terminating Party; or

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(iv) Engages in conduct materially detrimental to the reputation or business of the terminating Party.

(b) Subject to Section 8.3 below, either Party may terminate this Agreement immediately if the other Party materially breaches and/or fails to perform any of its obligations or make payments required hereunder and such breach or failure is not cured within 10 days after receipt of written notice from the non-terminating Party (except that the cure period shall not apply in the case of a payment breach or a termination under Section 8.2(a) above).

(c) Subject to Section 8.3 below, failure of Estelar or GlobalX, acting in good faith, to secure regulatory approval for the Flights contemplated under this Agreement.

(d) GlobalX may terminate this Agreement immediately in the event of (i) failure of Estelar to pay the Security Deposit on or before the date provided in the Flight Agreement; or (ii) failure of Estelar, in GlobalX’s sole but reasonable judgment, to fulfill Estelar’s obligations to comply with the terms of this Agreement.

8.3 In the event that all or part of the Flights listed in the Flight Agreement are cancelled by Estelar, or in the case of GlobalX’s termination as a result of Estelar’s failure to pay in accordance with Section 2 above or failure to obtain regulatory approval in accordance with Section 8.2(c) above, Estelar will pay the following cancellation charges to GlobalX within one day following written notice from GlobalX, or to the extent some or all of the Security Deposit has been paid:

(a) If cancelled within three days of signature of this Agreement, the Security Deposit amount as described in the Flight Agreement; or

(b) If cancelled after three days from signature of this Agreement, 100% of the Minimum Rotations for the remainder of the Term, in which case the amount to be paid by Estelar shall be offset by any amount paid toward the Security Deposit and the Security Deposit shall be retained by GlobalX.

SECTION 9

INDEMNIFICATION

9.1 Estelar shall be liable for any delay, injury or death of any passenger or any other person carried or to be carried on the Aircraft (other than GlobalX’s employees acting in the course of their duties under this Agreement) or any loss, damage, destruction or delay of or to any cargo, baggage or mail carried or to be carried on the Aircraft caused by an occurrence arising out of or incidental to the possession, use, maintenance or operation of the Aircraft during the Term and, for the avoidance of doubt, all Estelar responsibilities as provided for in Section 6 above, and Estelar shall indemnify and hold harmless GlobalX and its directors, officers, servants, employees and agents accordingly in respect of all liability, costs, claims, demands, suits, judgments or actions, including without limitation all costs and expenses of any defense (except in respect of claims caused by the gross negligence or willful misconduct of GlobalX or any of its directors, officers, servants, employees or agents).

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9.2 GlobalX shall be liable for any loss of or damage to property or any injury or death of any person not carried on the Aircraft (including without limitation Estelar’s officers, servants, employees and agents unless in conflict with any ground handling agreement between the Parties in which event such ground handling agreement shall prevail) caused by an occurrence arising out of or incidental to GlobalX’s possession, use, maintenance or operation of the Aircraft during the Term, but excluding action, inaction or services provided by a person other than GlobalX, and GlobalX shall indemnify and hold harmless Estelar, its directors, officers, servants, employees and agents accordingly in respect of all liability, costs, claims, demands, suits, judgments or actions, including without limitation all costs and expenses of any defense (except in respect of claims caused by the gross negligence or willful misconduct of Estelar or any of its directors, officers, servants, employees or agents).

9.3 GlobalX shall be liable for and shall bear all risks of loss of or damage to the Aircraft during the Term, except for any damage or loss related to services provided by, or otherwise caused by, Estelar personnel or contracted parties, the cost of which shall be borne by Estelar. Each Party shall always bear the risk of consequential loss or damage sustained by that Party in connection with any loss, damage or delay and will hold the other Party free and harmless in this respect.

9.4 The obligations of GlobalX and Estelar under this Section 9 shall survive the termination of this Agreement for any act or event arising during the Term.

9.5 If any demand, claim, action or suit for damages is made or commenced against a Party indemnified by the other Party (“Indemnitee”) or by a third party for which Indemnitee may seek indemnification from the other Party pursuant to this Section 9, Indemnitee shall promptly notify the indemnifying Party in writing of the commencement of such suit or action or receipt of such claim or demand for damages. Upon such notice, the Party providing indemnification may elect to assume full control of the defense, and Indemnitee shall provide whatever reasonable assistance as the Party providing indemnification may require. If and to the extent that the failure by Indemnitee to give prompt notice of the commencement of any suit or action, as required herein, has prejudiced the indemnifying Party’s ability to properly defend the suit or action, then the indemnifying Party shall have no responsibility to defend, or any liability to indemnify, Indemnitee for any damages paid or awarded to the third party in the suit or action.

SECTION 10

INSURANCE

10.1 GlobalX, at its own cost and expense, shall maintain in full force and effect, during the Term, Aircraft Third Party Legal Liability (Bodily Injury/Property Damage) insurance for a Combined Single Limit of not less than $750,000,000 USD each occurrence, each aircraft unlimited in all, but in the aggregate in respect of war and allied perils coverage (including without limitation war and allied perils coverage for those perils excluded by war, hijacking and other perils exclusion clause AVN48B, excluding paragraph B or any other modification or substitution thereof for the time being in force). The insurance maintained by GlobalX shall include the following provisions:

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(a) Include Estelar, its directors, officers, servants, employees and agents as additional insureds (the “Additional Estelar Insureds”), except in respect of claims caused by the gross negligence or willful misconduct of Estelar or any of its directors, officers, servants, employees or agents.

(b) Provide that the insurance shall operate in all respects as if a separate policy had been issued covering each person insured hereunder. Notwithstanding the foregoing, the total liability of insurers in respect of any and all Insureds shall not exceed the limits of liability stated in the policy.

(c) Provide that the insurance hereunder shall be primary and without right of contribution from any other insurance which may be available to the Additional Estelar Insureds.

(d) Provide that the Additional Estelar Insureds shall have no responsibility for premium in respect of the insurance coverage required to be carried by GlobalX, and GlobalX’s insurers shall waive any rights of set-off or counterclaim against the Additional Estelar Insureds.

(e) Provide that the coverage afforded to each Additional Estelar Insured by the policy shall not be invalidated by any act or omission (including without limitation misrepresentation and non-disclosure) of any other person or party which results in a breach of any term, condition or warranty of the policy, PROVIDED THAT the Additional Estelar Insured so protected has not caused, contributed to or knowingly condoned the said act or omission.

(f) Provide that, except in respect of any provision for cancellation or automatic termination specified in the policy or any endorsement thereof, the coverage provided may only be cancelled or materially altered in a manner adverse to the Additional Estelar Insureds by insurers giving not less than 30 days’ notice in writing, except that, with respect to war and allied perils coverage, such period of notice shall be seven days or such lesser period as may be customarily available. Notice shall not, however, be given at normal policy expiry date or in the event of non-renewal.

10.2 Estelar, at its own cost and expense, shall maintain in full force and effect, during the Term, cargo and mail legal liability insurance for a combined single limit of not less than $750,000,000 USD each occurrence, each aircraft, unlimited in all (including without limitation, to the fullest extent available, war and allied perils coverage for those perils excluded by war, hijacking and other perils exclusion clause AVN48B or any modification or substitution thereof for the time being in force). The insurance maintained by Estelar, Inc. shall incorporate the following provisions

(a) Include GlobalX and any aircraft head lessors and/or finance parties and their directors, officers, servants, agents and employees as additional insureds (the “Additional GlobalX Insureds”), except in respect of claims caused by the gross negligence or willful misconduct of GlobalX or any of its directors, officers, servants, employees or agents.

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(b) Provide that the insurance shall operate in all respects as if a separate policy had been issued covering each person insured hereunder. Notwithstanding the foregoing, the total liability of insurers in respect of any and all insureds shall not exceed the limits of liability stated in the policy.

(c) Provide that the insurance hereunder shall be primary and without right of contribution from any other insurance which may be available to the Additional GlobalX Insureds.

(d) Provide that the Additional GlobalX Insureds shall have no responsibility for premium in respect of the insurance coverage required by be carried by Estelar, and Estelar’s insurers shall waive any rights of set-off or counterclaim against the Additional GlobalX Insureds.

(e) Provide that the coverage afforded to each Additional GlobalX Insured by the policy shall not be invalidated by any act or omission (including without limitation misrepresentation and non-disclosure) of any other person or party which results in a breach of any term, condition or warranty of the policy, PROVIDED THAT the Additional GlobalX Insured so protected has not caused, contributed to or knowingly condoned the said act or omission.

(f) Provide that, except in respect of any provision for cancellation or automatic termination specified in the policy or any endorsement thereof, the coverage provided may only be cancelled or materially altered in a manner adverse to the Additional GlobalX Insureds by insurers giving not less than 30 days’ notice in writing, except that, with respect to war and allied perils coverage, such period of notice shall be seven days or such lesser period as may be customarily available. Notice shall not, however, be given at normal policy expiry date or in the event of non-renewal.

10.3 GlobalX and Estelar shall, prior to the first Flight hereunder and prior to each renewal of the insurance coverage thereafter, furnish or cause to be furnished to the other, in a satisfactory form, certificates of insurance evidencing compliance with the foregoing.

SECTION 11

FORCE MAJEURE

Neither Party shall be liable for any delay or failure in the performance of any Flight or any other obligation under this Agreement (other than with respect to the payment of money for the Security Deposit or Advance based on the Minimum Rotations) due to any cause beyond that Party’s reasonable control and not reasonably foreseeable or, if foreseeable, that cannot be prevented by reasonable diligence on the part of such Party, including without limitation fires, floods, weather, strikes, lockouts or other labor disputes, mechanical difficulty or breakdown of the Aircraft or any engine, part or component thereof, embargoes, riots, Global health pandemic (such as pandemic recognize by the WHO, us government or the Government where the operation is schedule for.) insurrection, war and acts of the public enemy, U.S. military or airlift emergency, or substantially expanded U.S. military airlift requirement as determined by the U.S. Government, which results in unavailability of the Aircraft or activation of the U.S. Civil Reserve Air Fleet. Any or any action resulting from political action or political force by either the United States or Venezuelan governments that prohibits the performance of obligations associate with this agreement shall be considered cause for release of obligation under this agreement.

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SECTION 12

REPRESENTATIONS AND COVENANTS

12.1 GlobalX’s Representations. GlobalX hereby represents that, as of the date of execution of this Agreement, it:

(a) is in the process of being certified for a valid U.S Air Carrier Certificate to operate under FAA Part 121 of the federal aviation regulations for the services contemplated herein;

(b) is a corporation duly incorporated, validly existing in good standing under the laws of the State of Florida, U.S.A.; and

(c) has the corporate power and authority to carry on its business as presently conducted and to perform its obligations hereunder.

12.2 Estelar’s Representations. Estelar hereby represents that, as of the date of execution of this Agreement, it:

(a) is a certificated Venezuelan carrier operating in accordance with the Venezuela Civil Aviation Authority of Venezuela and authorized for the Flights contemplated herein;

(b) is a Venezuelan Corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; and

(c) has the corporate or company power and authority to carry on its business as presently conducted and to perform its obligations hereunder.

12.3 Estelar’s Covenants. Estelar covenants to GlobalX that it will comply with the following throughout the Term as it relates to this Agreement:

(a) Estelar, Inc. will comply with all applicable GlobalX policies and procedures and ensure all personnel operate, are trained and comply with GlobalX’s manuals for operation of all Flights.

(b) Estelar, Inc. will provide all necessary reports, schedules and all other information requested by GlobalX.

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SECTION 13

MISCELLANEOUS PROVISIONS

13.1 No Continuing Waiver. Waiver by either Party of performance of any covenant or condition hereof by the other Party shall not thereafter preclude such Party from demanding, pursuant to the terms and provisions of this Agreement, strict performance according to the terms hereof,

13.2 Entire Agreement. This Agreement, including without limitation the Exhibits hereto and the Flight Agreement, which form an integral part of this Agreement, represent the entire agreement, and supersede all prior written and oral understandings between the Parties, with respect to its subject matter.

13.3 Counterparts. This Agreement may be executed in multiple counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

13.4 Amendments; Waivers. This Agreement may be amended only by a written instrument executed in one or more counterparts by both Parties. The waiver by a Party of the performance or breach of any provision hereof by the other Party must be in writing and shall not operate as a waiver of any subsequent performance or breach of the same or any other provision.

13.5 Time of the Essence. Time is of the essence for this Agreement and for every provision herein contained.

13.6 Binding Effect. The provisions of this Agreement shall apply to and bind the successors and assigns of the Parties.

13.7 Paragraph and Section Headings. Paragraph and Section headings used herein are descriptive only, and no limitation of the language contained in the particular paragraph or Section shall be implied from the paragraph or Section heading thereof.

13.8 Severability. In the event any term or provision herein contained is held to be invalid or unenforceable by any court of competent jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of any other provision hereof and such other provisions shall be deemed to remain in full force and effect. In such event, the Parties shall promptly use reasonable efforts to reform or replace the invalid, void or unenforceable provision so as to effect its original intent.

13.9 Assignment. This Agreement shall not be assigned, in whole or in part, by either Party without the express written consent of the other Party, except that GlobalX may assign this Agreement in connection with the sale of its business, including without limitation a sale of all or substantially all of its assets.

13.10 Consequential Damages. Neither Party shall be liable to the other for special, indirect, consequential or incidental damages of any kind, whether arising in contract, tort or otherwise (including without limitation negligence and strict liability) except as otherwise allowed in this Agreement.

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13.11 Applicable Law and Invalidity of Provisions. This Agreement shall be interpreted in accordance with the laws of the State of New York, U.S.A., without reference to the principles of conflicts of laws. Any and all disputes between the Parties respecting this Agreement and their respective duties and obligations hereunder shall be submitted to binding arbitration under the rules of the American Arbitration Association involving the appointing of an arbitrator by each Party and the arbitrators so appointed agreeing to the appointment of a third. The decision of the arbitrators may be reduced to a final judgment order to be entered in any court having jurisdiction of the matter or the Parties. The prevailing Party, if one is found, shall be entitled to recover reasonable attorneys’ fees and costs.

13.12 Notices. Any notice required or permitted hereunder shall be in writing, in English and shall be deemed given (a) on the seventh day after being sent by certified or registered airmail, return receipt requested, (b) on the second business day after being sent by reputable overnight courier with tracking capability, (c) on the next business day after transmission by facsimile providing confirmation of receipt, (d) upon personal delivery, or (e) on the next business day after transmission by electronic mail, in each case to a Party at its address specified in the introductory paragraph of this Agreement or at such other address as such Party may from time to time specify by notice hereunder.

13.13 Validity. This Agreement shall be of full force and effect upon execution by GlobalX and Estelar.

(Signature Page to Follow)

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.

Global Crossing Airlines, LLC.		Estelar International
By:	/s/ Edward J. Wegel	By:	/s/ Boris Serrano
Name:	Edward J. Wegel	Name:	Boris Serrano
Title:	CEO/Founder	Title:	President & CEO

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EXHIBIT A

FLIGHT AGREEMENT

This Flight Agreement is made and entered into as of the 5^th day of February, 2021, by and between Global Crossing Airlines, LLC, having its principal place of business at Building 5A, Miami International Airport, 4^th Floor, 4200 NW 36^th Street, Miami, F1 33166, U.S.A. (“GlobalX”); and Estelar, Inc. having its principal place of business at Calle Londres, Torre Estelar, Las Mercedes, Caracas, Miranda, Zona Postal 1061, Venezuela (“Estelar” and, collectively with GlobalX, the “Parties”).

GlobalX will provide aircraft to Estelar International on an ACMI basis for the flight, journey, service or period stated below and upon the terms and conditions of the Passenger Agreement between the Parties dated February 5, 2021 (the “ACMI Agreement”), subject to seats for required GlobalX personnel. This Flight Agreement is hereby incorporated into the ACMI Passenger Agreement upon its execution. GlobalX will be the exclusive charter operator to fly all Estelar Charter flights from Miami to Caracas, Maracaibo, and Santo Domingo during this Term. GlobalX will agree to not operate flights for any other airline partners on the Miami to Caracas and Miami to Maracaibo route.

Term: May 1, 2021—April 30, 2022, with and extension period equal to three (3) renewal periods of six (6) months each. Date subject to GlobalX receiving final approval from the U.S. DOT and 121 certification from the U.S. FAA.

Route(s): MIA-CCS-MIA, MIA-MAR-MIA, MIA-SDQ-MIA

Minimum Guaranteed Hours:	120 Hours Per Month for the first 90 days
	Monday, Wednesday, Friday MIA-CCS-MIA
	Tuesday and Thursday MIA-MAR-MIA
	And 160 Hours Per Month thereafter

GlobalX will be compensated for reposition hours.

Per Hour ACMI Price:	Airbus A320, N276GX, MSN 2695, 170 Seats, $3500 per hour
	Airbus A321, N277GX, MSN 2480, 183 Seats, $3850 per hour

Schedule of Payment(s): Seven (7) Days schedule payment is due full and in advance of each weeks flying by 1500z seven (7) days in advance of the weeks first flight.

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Proposed Schedule:

(To Be Completed)

Payment Instructions:

In accordance with the terms of this Flight Agreement, payments will be made by Estelar directly to GlobalX in accordance with the Schedule of Payment(s) immediately above. Estelar shall use the banking information provided below for wiring funds:

Account Name: Global Crossing Airlines LLC

Account Number: 7435324640

Address: 4200 NW 36^th Street, Bldg 5A, Miami, FL

33166

Bank Name: Fifth Third Bank

Address: 200 E. Las Olas Blvd #130, Ft. Lauderdale,FL

33301

Bank ABA Number: 067091719

Swift Code: FTBCUS3CXXX

IN WITNESS WHEREOF, the Parties have caused this Flight Agreement to be executed by their duly authorized representatives as of the day first above written.

Global Crossing Airlines, LLC.		Estelar International
By:	/s/ Edward J. Wegel	By:	/s/ Boris Serrano
	Name: Edward J. Wegel		Name: Boris Serrano
	Title: CEO/Founder		Title: President & CEO

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EX-10.13

Exhibit 10.13

PASSENGER AIRCRAFT CHARTER AGREEMENT

This Passenger Aircraft Charter Agreement (“Agreement”) is made and entered into as of this 23rd day of February, 2021, by and between Global Crossing Airlines, LLC (GLOBALX), an airline with a place of business at 4200 NW 36^th Street, Miami, Florida 33166 and CubaX Air Tours, LLC (CHARTERER), a corporation having its principal place of business at 4200 NW 36^th Street, Miami, FL 33166.

This Agreement is made between GLOBALX and CHARTERER for the period of two years. GlobalX warrants that it is in the process of obtaining a DOT Certificate of Public Convenience and Necessity and an FAA Air Carrier Certificate and operations specifications to operate under Part 121 of the Federal Aviation Regulations for the services contemplated herein. This Agreement and all terms herein are subject to GlobalX receiving final approval from the DOT and the FAA. Wherein it is mutually agreed that Charterer shall purchase from GLOBALX, and GLOBALX shall furnish to Charterer, charter air transportation (hereafter the Flight(s) or Charters), subject to the terms and conditions herein and with the schedule of flights indicated on the Schedule ‘A’ .

THIS AGREEMENT WILL SUPERSEDE ANY OTHER CONTRACT OR AGREEMENT BETWEEN THE PARTIES.

AIRCRAFT, ROUTING, FLIGHT SCHEDULE, AND CHARGES

Charter Type: Special Cuba Charters                A/C Types: A320/A321                            Max. Luggage/Pax: par.6

Base Fuel Price: $2.00 per Gallon Seating Capacities: 146/170 Maximum Payload A320 -17,500/A321-24,000 kilos per flight leg.

NO. OF FLIGHTS: See Schedule “A” DATES OF TRAVEL: See Schedule “A” ITINERARY: See Schedule “A” BASE PRICE OF CONTRACT: SEE APPENDIX TO CONTRACT U.S.DEP./ARR CHARGES: SEE EXHIBIT “B” 7.5% DOMESTIC TAX: $                N/A    FOREIGN TAX/CHARGES: (To be paid by Charterer)

SECURITY SURCHARGE: SEE EXHIBIT “B”

CATERING SERVICE: Refreshments, water, and ice only to be provided by GlobalX    LIQUOR SERVICE: N/A PASSENGER FACILITY CHARGE (PFC): SEE EXHIBIT “B”

ACCEPTED FOR GLOBALX:			ACCEPTED FOR CHARTERER:
	BY:	/s/ Ed J. Wegel	BY:	/s/ Mark A. Salvador
PRINTED NAME: Ed J. Wegel			PRINTED NAME: Mark A. Salvador
TITLE: CEO			TITLE: CEO
DATE SIGNED: 2-23-21			DATE SIGNED: 2-23-21

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1. COMPLIANCE WITH CHARTER REGULATIONS

A. All Charters. Charterer and its employees, agents, passengers, and contractors and GLOBALX and its employees, agents, and contractors shall be deemed to have notice of, and shall comply in all respects with, Part 212 of the Economic Regulations of the DOT, 14 C.F.R. Part 212; Part 380 of the Special Regulations of the DOT, and all other applicable laws, rules, or regulations (hereinafter collectively “Charter Regulations”). To the extent applicable, the Charter Regulations shall govern the relations between the parties notwithstanding any provisions of this Agreement. Charterer acknowledges it has in its possession a copy of the Charter Regulations in effect on the date hereof. In the event that Charterer has failed to observe such Charter Regulations regarding specific contracted Flights, GLOBALX shall have the power and right, at its option, to cancel the applicable Flight without any liability or penalty against GLOBALX of any kind. In the event any passenger or prospective passenger on any Flight has failed to observe such Charter Regulations, GLOBALX shall have the power and right, at its option, to refuse to board any such passenger or perspective passenger for such Flight without any liability or penalty against GLOBALX of any kind. In the event that GLOBALX has failed to observe such Charter Regulations regarding specific contracted Flights, Charterer shall have the power and right, at its option, to cancel the applicable Flight without any liability or penalty against Charterer of any kind.

B. Public Charters. Charterer agrees to make the necessary filings with the DOT required by Part 380 at charter’s sole expense. GLOBALX will cooperate with all such filings. GLOBALX shall receive a copy of the approved prospectus with the DOT Public Charter number assigned to the specific contracted Flight(s) herein prior to the commencement of the Flight(s), provided Charterer has received from DOT such a copy of the approved prospectus.

C. Single Entity, Mixed, or Pro Rate Charter. Charterer shall cooperate and shall cause any travel agent, tour operator, or other principal or agent involved in any Flight to cooperate in the provision of information required by the Charter Regulations, including but not limited to the requirements for a Certification of Compliance pursuant to Part 212, Appendix B of the Charter Regulations, if applicable.

2. CHARGES

A. Fuel Charges. The charter price for the Flight(s) contracted for herein, or any amendments thereto, reflect in part the projected average fuel consumption at a certain assumed price of fuel (see base fuel price). The charter price is subject to increase by a U.S. dollar amount equal to any additional sum that GLOBALX must pay for such fuel prices higher than assumed in accordance with Section 9 of this Agreement, as set forth.

B. Special Services. In the event of an aircraft or flight delay, GLOBALX will make reasonable attempt to provide an aircraft within 6 hours to complete and flight. Charterer shall indemnify and hold GLOBALX harmless from any kind and all claims of loss asserted agianst GLOBALX, or incurred and claimed by the passengers due to this delay or ability to perform the flight. GLOBALX will make all possible efforts to obtain subservice from another carrier if GLOBALX cannot use another aircraft from its own fleet once the delay is over 4 hours. In the event GLOBALX is unable to perform a Flight or has to delay a Flight for more than 12 hours in Cuba, GLOBALX will bear the cost of Hotel, ground transportation to and from the Hotel and meals to the passengers that need this assistance. For flight delays of more than 12 hours in Miami, GLOBALX will bear the cost of hotel, ground transportation to and from the hotel and meals to passengers who are not considered South Florida residents, with an permanent address more than a 2 hours drive from Miami International Airport.

C. Payment Conditions. (i) All payments made under this Agreement by the Charterer shall be by wire transfer to GLOBALX’s escrow account as indicated in this Agreement and in compliance with all regulatory mandates for Public Charters. See Appendix for wire transfer information.

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(ii) Payments shall be made in United States currency, unless otherwise indicated in this Agreement. Payments shall be made in conformity with currency rules and regulations of all governments concerned and shall be accompanied by such authorization as is required to enable GLOBALX to convert such currencies into United States dollars and to transfer such funds to the United States. Any refunds due to the Charterer by GLOBALX shall be made in the currency and at the place where the Charterer originally made payment.

(iii) Charterer agrees to pay the charter price to GLOBALX or its authorized agent in full for each Flight as indicated in Exhibit B.

(iv) RESERVED.

(iv) The escrow account of the indicated bank in the Appendix secures advance Charterer payments received by GLOBALX on account of this Agreement. Charterer agrees to serve GLOBALX as soon as practicable after cancellation of a Flight with any and all claims concerning such canceled Flight. In any event, the Charterer shall file any claim with GLOBALX, or if GlobalX is not available, with the depository bank within sixty (60) days after the cancellation of the flight, or that bank shall be released from all liability for that flight. Claims against amounts in GLOBALX’s escrow account may be made only with respect to the non-performance of air transportation and shall apply only to advance payments that are unearned by GLOBALX or which GLOBALX is not entitled to retain under the terms and provisions of this Agreement.

(v) GLOBALX shall advise Charterer as soon as practicable of any additional charges or taxes levied against GLOBALX that are the responsibility of the Charterer pursuant to this Agreement. Such taxes and charges shall be payable by Charterer within fourteen (14) days of receipt of GLOBALX’s invoice, unless such taxes and charges are being challenged in good faith by Charterer.

(vi) No Flight will commence until all required funds are deposited in GLOBALX’s escrow account in the timely manner indicated by the Charter Regulations. Notwithstanding the foregoing, no Flight may be cancelled on less than 10 days’ notice, except as provided by the Charter Regulations.

(vii) Upon receipt of GlobalX’s receipt of DOT Certificate of Public Convenience and Necessity and an FAA Air Carrier Certificate and operations specifications to operate under Part 121 of the Federal Aviation Regulations for the services contemplated herein, GlobalX will notify Charterer of said receipt. GlobalX will also provide details of GlobalX’s “Carrier Depository Account” details at the “Carrier Depository Bank” in that notification. Upon receipt of said notification, Charterer will have (72) hours to facilitate forwarding all required payments of the Contract Price to the Carrier Depository Account listed on the notice.

3. CANCELLATION AND TERMINATION

A. Cancellation. This Agreement is valid for two years, effective March 1, 2021, except as specified in Paragraph 11. Notwithstanding the foregoing, either party may terminate this Agreement on 60 days’ prior written notice to the other party. Individual Flights may be cancelled upon agreement of both parties pursuant to Paragraph 11. Charterer must send Flight cancellation notices via email to GLOBALX at least with 48 hours in advance.

B. Any changes by Charterer’s Cuban counterparts does not affect the prices of this contract, as the Charterer is liable and pays all charges of the operation in Cuba, including but not limited to: ground handling, parking, use of ground ramp equipment, passenger service, etc.

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C. Termination. Refer to Paragraphs 3.A., 3.D., 4.C., and 11 of this Agreement.

D. Termination for Default. Except as provided in Paragraphs 4.C. and 11, in the event one party fails to comply with any of its duties, obligations, covenants, representations or warranties including the Charter Regulations, and such failure continues for 30 days (“Cure Period”) following receipt of written notice of default by the non-defaulting party, or in the event of (i) the dissolution, liquidation, suspension of business or immediate termination of existence of such party; (ii) the insolvency or bankruptcy of such party; (iii) the making by such party of an assignment for the benefit of creditors; (iv) the consent of such party to the appointment of a trustee or receiver for such party for all or a substantial part of its business; (v) the admission by such party of its inability to pay its debts as they mature; or (vi) the institution by or against such party of bankruptcy, reorganization, arrangement, insolvency, or liquidation proceedings or any other proceedings for relief under any bankruptcy or similar law for the relief of debtors, then the other party will have the right to terminate this Agreement immediately. Such right of termination, whether or not exercised, will not be an exclusive remedy but will be in addition to all other legal and equitable rights and remedies available to such other party. In the event the identified deficiencies are cured by the defaulting party within the Cure Period, the Termination for Default notification is void and not enforceable; and all terms and conditions will revert to the original Agreement terms and conditions.

4. OPERATIONS AND PERFORMANCE OF CHARTER FLIGHT

A. Operations. Departure times shall be established by GLOBALX with previous approval of the Charterer and are subject to aircraft routing, gate space, weather conditions, and other operational factors. Each party shall use commercially reasonable efforts to cause on-time departures. GLOBALX WILL ALWAYS HAVE FULL OPERATIONAL CONTROL OF ALL FLIGHTS.

B. Origination. Subject to the Charter Regulations, Charterer may originate or terminate a Flight in any city listed in this Agreement or any amendment hereof, taking into consideration the DOT regulations and orders on Cuba flights and OFAC restrictions, if any.

C. Operating Rights. This Agreement is conditioned on GLOBALX’s timely receipt of any consents and/or approvals of foreign governments and the timely grant of all landing rights and over flights authorizations required to operate the Flights. GLOBALX will only operate to the destinations approved by the Federal Aviation Administration (“FAA”), and U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) in the case of Cuba, included in GLOBALX’s FAA operations specifications. This Agreement also is conditioned on Charterer’s timely receipt of any consents and/or approvals of foreign governments required to operate the Flights. If such consents, approvals, and/or operating rights are not obtained or are at any time surrendered or revoked, this Agreement shall terminate immediately without further obligation of either party.

D. GLOBALX Rules. Charterer shall observe all operating instructions of GLOBALX communicated to Charterer and comply with all reasonable instructions of GLOBALX employees and agents. It is understood that the aircraft and its crew will at all times be under the exclusive command and control of the GLOBALX pilot-in-command, whose orders will be strictly complied with by the Charterer and all passengers. Subject to Part 382 of DOT’s regulations, GLOBALX may refuse to transport or may remove any passenger if such refusal or removal is reasonably necessary for the safety and comfort of the other passengers or if such passenger is creating a hazard to himself, to the Flight, or to other persons or to property. In the event of such refusal or removal, GLOBALX shall not be required to refund any charges paid by Charterer but shall comply with the provisions of Part 382 of DOT’s regulations, if applicable.

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F. Schedules. GLOBALX shall use commercially reasonable efforts to carry the charter passengers and their baggage with reasonable dispatch, but except as provided in Paragraph 2.B., GLOBALX shall not be liable for failure of a Flight to depart or arrive according to any predetermined schedule or routing in case of Weather, Governmental or Airports Authorities delays or Acts of God or last minute maintenance problems (AOG). Not withstanding the foregoing, if GLOBALX reasonably expects a delay due to maintenance problems to exceed four hours, GLOBALX shall make all possible effort to provide a substitute aircraft or obtain subservice, both as set forth in Paragraph 2.B and subsection G below.

G. Substitute Aircraft. GLOBALX reserves the right to substitute similar or larger aircraft as reasonably required for all Flights. GLOBALX at its option may substitute aircraft of a type different from that specified without penalty to GLOBALX provided that any such substitution shall not result in an increase in the charter price payable by the Charterer; and provided further such substitute aircraft has the same or greater passenger seating and payload capacities and range. The foregoing shall be deemed to include GLOBALX’s right to consolidate two or more groups on one aircraft, with the prior approval of the Charterer. GLOBALX may, to the extent permitted by applicable government regulations, subcontract the performance of any of its obligations under this Agreement, provided that it shall not thereby be relieved of its obligations to the Charterer. Any such subcontract shall be limited to air carriers authorized by the DOT, FAA, and any other Foreign Government with jurisdiction over the Flight(s), to perform such services. In the event that GLOBALX exercises its option to substitute larger aircraft, Charterer will be limited to the original aircraft number of passengers and baggage weight irrespective of the seating and payload capacities of the substitute aircraft; provided the parties may negotiate in good faith a reasonable increase in the charter price to allow Charterer to utilize the substitute aircraft’s larger seating and payload capacities. In the event sub-service from another carrier is required, GLOBALX will have the option to contract another carrier to complete the flight within in the 6 hours of the planned flight time. For unplanned delays greater than 6 hours but less than 14 hours, GLOBALX shall advise the charterer of the estimated delay and the Charterer will have the option to accept the delay, without penalty, or to invoke the option of reasonable accomodations provided as describe in section 2.B. GLOBALX shall make every reasonable effort to provide Charterer with at least 48 hours’ prior notice of any intent to substitute aircraft or air carriers.

H. Flight Delays (International). For delays that are attributable to GLOBALX of more than four hours from the schedule departure of a Flight, GLOBALX shall pay only incidental expense of meals not to exceed $12.00 per passenger. This obligation shall cease when substitute air transportation is provided as set forth above, or a GLOBALX aircraft is available to operate the delayed Flight. For the sake of clarity, delays resulting from weather or other operational conditions affecting the airports to be used for the Flight are not delays attributable to GLOBALX.

I. Landing Facilities. If, for any reason, GLOBALX determines at its sole discretion at any time that the landing facilities at any point(s) on the itinerary of the Flight are inadequate for safe operations or that landing is prohibited or restricted by law, GLOBALX may at its sole discretion substitute in place thereof the nearest point.

J. Boarding and Departure. The time of boarding and departure from the origin point and all intermediate points or a Flight shall be determined by GLOBALX. In the event that operational constraints and/or airport restrictions prohibit a departure time prior to midnight on local date of operation, GLOBALX will effect a departure at the closest possible time thereafter. In the event that the Charterer does not have the passengers ready for boarding at the time specified, the Flight may proceed without the full load. In the event that individual passenger(s) fail to present themselves for boarding at the time specified by GLOBALX, the Flight may proceed without said passenger(s); and GLOBALX shall not be liable to the Charterer nor to the passengers for their transportation or expenses, nor shall GLOBALX refund any portion of the charter price to the Charterer under such circumstances.

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K. Immigration and Customs.

GLOBALX assumes no responsibility for compliance by Flight passengers with immigration and customs laws of each country from, through, or to which a Flight is operated pursuant to this Agreement. Charterer will hold GLOBALX harmless from any fines, violations, or penalties imposed by the Immigration and/or Customs authorities of each country with jurisdiction to exert such fines or penalties due to noncompliance by Flight passengers. Charterer will assume all liabilities with regards to imposition of such fines as well as the attorney’s fees and costs of defending the same before the courts or governmental body of each country imposing any such fines or penalties. Charterer will use its best efforts to obtain any documentation, evidentiary materials, or witnesses that may aid GLOBALX in the defense of all such fines or penalties imposed, and GLOBALX shall permit Charterer to participate in such defense.

5. LIABILITY

A. Force Majeure. If GLOBALX or the Charterer is rendered unable, wholly or in part, by Force Majeure to carry out its obligations under this Agreement, other than the obligation to make money payments, such party as is prevented from performing shall be entitled to cancel, with such notice to the other party as is reasonable under the circumstances, any and all Flights affected by such Force Majeure without being subject to or responsible for any penalties or damages for such cancellation (the “Canceling Party”). Furthermore, the obligations of Canceling Party, so far as they are affected by the Force Majeure, shall be suspended during the continuance of the Force Majeure. The Canceling Party shall use commercially reasonable efforts to remove the Force Majeure with all reasonable dispatch but shall not be required to settle strikes, lockout, or other labor difficulty contrary to its wishes and in its sole discretion. The term “Force Majeure” as hereby employed shall mean any event which is not reasonable within the control of the parties hereto which would prevent such party from fulfilling its obligation under this Agreement, including but not limited to acts of God, strike, lockout, or other industrial disturbance, act of the public enemy, war, blockade, public riot, lightning, fire, storm, flood, explosion, governmental action (including quarantine, stay-at-home orders, and closure of airspace or prohibition on aircraft operations), and any otherwise occurrence beyond a party’s control.

GLOBALX shall not be liable for loss, injury, damage or delay to or suffered by the Charterer or any passengers from landing at an airport at a destination other than contracted, failure to stop at any contracted intermediate airport, any Flight interruption, delay or cancellation if any of which is caused by riots, wars, civil commotions, strikes, labor disputes, acts of God, public enemies, quarantine, the absences of any necessary government approvals, or any other cause (whether of the same or different nature) beyond GLOBALX control. In the event any of the foregoing shall occur, GLOBALX shall have the right to cancel all or parts of the affected Flight(s) and shall give notice of such occurrence of the event and the cancellation to the Charterer; and the rates and charges stated herein shall apply only to services actually performed by GLOBALX. If GLOBALX lands at an airport at a destination other than contracted as set forth in this paragraph, GLOBALX shall use best efforts either to return passengers to their point of origin or continue the Flight as contracted at Charterer’s sole discretion.

B. Limitation of Liability for Personal Injury or Death on International Flights. (I) GLOBALX (or the “Carrier”) shall avail itself of the limitation of liability provided in the Convention for the Unification of Certain Rules Relating to International Carriage by Air signed at Warsaw October 12, 1929, or provided by the said Convention as amended by the Protocol signed at the Hague September 28, 1955, Convention signed at Guadalajara 18th September 1961, Protocol to Amend the Convention signed at Guatemala City 8th March 1961, Protocol to Amend the Convention signed at Montreal 25th September 1975, or the “Montreal Convention” for the Unification of Certain Rules for the International Carriage by Air done at Montreal on May 28, 1999, whichever is applicable.

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GLOBALX shall abide by the rules and regulations of the “Montreal Convention”, whenever applicable, in respect of death, injury, or for destruction or loss or delay of, or damage to, baggage and for delay.

Nothing herein shall be deemed to affect the rights and liabilities of the Carrier with regard to any claim brought by, on behalf of, or in respect of any person who has willfully caused damage which resulted in death, wounding, or other bodily injury of a passenger.

Charterer shall cooperate with the Carrier to assure that, at the time the passenger is given his ticket or other documentary equivalent thereto, there shall be furnished to each passenger whose transportation is governed by the foregoing, the following notice in or on the ticket envelope.

“ADVICE TO INTERNATIONAL PASSENGER ON LIMITATION OF LIABILITY”

“Passengers on a journey involving an ultimate destination or stop in a country other than the country of origin are advised that the provisions of the treaties known as the “Warsaw Convention” and the “Montreal Convention” may be applicable to the entire journey, including any portion entirely within the country of origin or destination. For such passengers on a journey to, from or with an agreed stopping place in the United States of America, the Convention and special contracts of carriage embodied in the applicable tariff provide that the liability of GLOBALX and certain other carrier parties to such special contracts, for death or personal injury to passengers is limited to proven damages not to exceed the amounts stipulated and specified in the rules and regulations of the special contracts of carriage embodied in the applicable tariffs of the Conventions”. For such passengers traveling by a carrier not a party to such special contracts or on a journey not to, from, or having an agreed stopping place in the United States of America, liability of the carrier for death or personal injury to passengers are limited in most cases. The names of carrier parties to such special contracts are available at all ticket offices of such carriers and may be examined on request. Additional protection can usually be obtained by purchasing insurance from a private company. Such insurance is not affected by any limitation of the Carrier’s liability under the Warsaw Convention or such special contract of carriage”.

C. Baggage Liability. GLOBALX’s liability for loss, delay, or damage to baggage generally is limited as follows unless a higher value is declared and an extra charge is paid: for the international travel to and from Cuba, up to 1,288 Special Drawing Rights per passenger. Each passenger can purchase, on its own, additional insurance for values above the described limits of baggage liability.

D. Indemnification. Each party will indemnify and hold the other party (including without limitation, the other party’s officers, directors, employees, servants and agents), for, from, and against all damages and claims for damages, demands, liabilities, actions, losses, costs, taxes, assessments, suits, recoveries, judgments or executions (including, without limitations, reasonable cause of investigation, litigation costs, court costs, expert witness fees, litigation support services, settlement cost or reasonable attorney’s fees), damages or injury to person or property (including, without limitation, injury resulting in death), however caused, arising from or relating to any acts or omission or any breach of this Agreement by the indemnifying party.

E. Damages. IN NO EVENT WILL EITHER PARTY BE LIABILE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR SIMILIAR DAMAGES. Notwithstanding anything else to the contrary in this Agreement, except for Force Majeure events, GLOBALX shall be liable, and shall reimburse Charterer, for any and all charges imposed on Charterer by Cuba for Flight delays or cancelations attributable to GLOBALX.

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6. BAGGAGE

A. Baggage Checks. GLOBALX shall issue and deliver to each passenger its standard applicable form of baggage check for use and placement on each item of baggage to be accepted by GLOBALX from such participant at check-in for transportation on the Flight.

B. Acceptable Baggage. GLOBALX will accept for transportation as baggage such personal property as it is necessary or appropriate for the wear, use, or convenience of the passenger for the purpose of the trip, subject to the following conditions:

(i) GLOBALX may refuse to transport or may remove at any point any baggage which the passenger refuses to allow the TSA and/or GLOBALX upon request to examine, or baggage and/or items that are not accepted by the TSA to be transported in the flights, as well as the regulations of GLOBALX and/or the Airport Authorities that the flights will be operated to and from. This includes HAZARDOUS or DANGEROUS items. Global X my also refuse non standard baggage that is identify by a government agency as not acceptable to be carried in a passanger aircraft without penalty.

(ii) Checked baggage is limited to bags that are not to exceed 70 pounds in weight, for each participant. There are some instances whereby a bag might be allowed weighing more than the allowed limit, but never to exceed 99 lbs. This authorization will be at the discretion of the Station Manager or GLOBALX’s supervisor in-charge of the outbound flight.

(iii) All payloads (passengers and baggage) will be subject to structural and performance limits of the aircraft. Charterer will be advised when baggage restrictions may be varied in order to be able to carry all baggage in the aircraft. There is no guarantee in the amount of baggage carried, as baggage will be carried according to the space and weight limitations of the aircraft. Baggage quantity and weight is not to exceed the greater of 320 bags or 17,500 kg onboard an A320, and 544 bags or 24,000 kg onboard an A321. Within 72 hours of the departure of the flight, Charterer may request an increase in the number of passenger or baggage. Every effort will be made to accommodate this request. GLOBALX will notify Charterer within 48 hours prior to departure of the maximum number of passengers and baggage weight. Charterer must obtain GLOBALX approval to sell any seats in excess of 148 on A320 aircraft and 172 on A321 aircraft. Any baggage and weight associated with these excess seats and in excess of the maximium bags defined above are not guaranteed to fly. Any baggage that cannot be carried on the chartered aircraft, due of failure to meet the limitations of the bag or restrictions contained herein or aircraft limitations, will be forwarded by means requested by, and at the expense of the Charterer.

(iv) Acceptability of carry-on luggage for storage in the overhead bin is dependent on the weight and size of the item in the sole discretion of GLOBALX. Carry-on property that cannot be stored in the overhead bin or under the seat will be taken and stored in an appropriate location at the carriers risk, which may include in the cargo compartment. This subsection is subject to Part 382 of DOT’s regulations. Notwithstanding anything to the contrary in this Agreement, GLOBALX will make every effort to carry the maximum payload applicable to the aircraft used on a Flight giving priority first to passengers and their baggage and then to fuel. If any passengers or baggage are left behind due to GLOBALX’s failure to comply with this requirement, GLOBALX will be solely responsible for the associated cost of transporting the passengers and baggage left behind to their destination. Subject to the immediately prior requirement, GLOBALX will make every effort to carry the maximum amount of fuel when departing a U.S. airport and to purchase only the minimum amount of fuel necessary in Cuba. Carry on bags are required to fit within the carry on baggage sizer at both the time of check in and the time of boarding. Should any carry on baggage not meet one of these requirements, boarding of the bag will be denied, and GLBOALX shall not be liable for its transportation. Additionally, all carry on bags will be weighed at check-in as well as boarding. Should there be a difference in the bag weight at the time of boarding, GlobalX may deny the boarding of the bag until such a time as an overweight fee is paid. In the instance of the baggage weight causing the flight to exceed the maximum allowable weight of the aircraft, GlobalX offers no guarantee of carriage or transporting the bag.

INITIALS:		DATE:	2-23-21		INITIALS:		DATE:	2-23-21
				8

(V) All flights will automatically close to check-in and acceptance of baggage at one hour prior to schedule departure time in order to properly process the baggage. Should Charterer insist that check-in or baggage acceptance proceed beyond the established one hour prior to flight time cut off, then Charterer assumes all responsibilities for any fees assessed but Cuba in relation to the late arrival of that flight. Any fees assessed to GLOBALX in this scenario will be invoiced to the Charterer. Additionally in the case of delay as a result of Charterer insistence, Charterer will be responsible for reimbursement to GlobalX of any incremental crew costs including but not limited to payroll, overtime, hotel and per diem expenses.

C. Unacceptable Baggage. Subject to Part 382 of DOT’s regulations, GLOBALX may refuse to accept the following articles for transportation unless advance written arrangements have been made:

(I) Assembled firearms or ammunition could be acceptable only by previous arrangements and authorizations as per the manual requirements of GLOBALX’s Manual System and Governmental Authorities.

(II) Any other articles which cause annoyance to passengers or which cannot be carried in the baggage or cargo compartments of the aircraft are not acceptable.

(III) Any liquids, as baggage or otherwise or any other articles not suitably packed for transportation in the aircraft are not acceptable.

(IV) Any article considered HAZMAT or listed in the Official Air Transport Restricted Articles Tariff and revisions thereto or reissues thereof issued by Airline Tariff & Publishing Company, Agent, and such article will be accepted on conformity with the above-named tariff.

(V) PERISHABLE OR FRAGILE ITEMS (including electronic, musical, ornamental, artistic, photographic, recreational, sporting and mechanical items, items made of or bottled in glass, items made of paper and liquids) will be accepted if they are appropriately packaged in an original factory sealed carton, cardboard mailing tube or container or case designed for shipping such items or packed with protective internal material. However, fragile items may be accepted without the appropriate packaging upon the execution of a release of damage. (GLOBALX will supply a release which relieves GLOBALX of liability for damage or destruction of checked baggage of the type identified above, which results solely from the unsuitability of such items as checked baggage and/or inadequacy of their packaging and not from GLOBALX’s failure to exercise the ordinary standard of care.)

D. Liability Disclaimer. GLOBALX shall be held harmless from any liability for loss, damage, or delay of baggage or its contents as stated expressly herein, except as provided for by applicable international treaty. GLOBALX will not accept baggage interlined by another carrier, nor will interline bags to another carrier.

7. Integration. This Agreement is the sole and final agreement between GLOBALX and the Charterer with respect to the Flights to which the Agreement pertains. The terms of the Agreement may only be varied in writing by a document signed on behalf of both GLOBALX and the Charterer. No oral agreement by or on behalf of GLOBALX or the Charterer shall be effective in contradiction to the terms of this Agreement.

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8. Manifests and Emergency Data. For all Flights, Charterer is responsible to obtain and deliver to GLOBALX a complete passenger list with each passenger full First Name, Middle Initial, and Last Name and date of birth at least 72 hours before the flight departs. For Flights departing, or arriving in the United States, Charterer is responsible for soliciting emergency contact data information from United States citizens. These emergency contact data cards are to be maintained by the Charterer until the flight is completed. They then are to be destroyed. The Charterer will hold GLOBALX harmless for any fines or penalties imposed by the DOT for violations of 14 CFR Part 243 involving Flights. Charterer will use its best efforts to obtain any documentation, evidentiary materials or witnesses that may aid GLOBALX in the defense of all such fines or penalties imposed, and GLOBALX shall permit Charterer to participate in such defense.

8a. Security. Due to the security requirements dictated by the U.S. Department of Homeland Security, Transportation Security Administration (TSA), in all international transportation to or from the United States, certain data and information from every passenger must be collected and processed. GLOBALX will provide Charterer specific instructions to be followed regarding compliance with TSA requirements. In case of non-compliance by the Charterer with such instructions (provided GLOBALX provided Charterer with such instructions in a timely manner), the Charterer will be solely responsible for the payments of any fine or fines imposed on GLOBALX due to the failure of compliance, provided GLOBALX shall permit Charterer to participate in the defense of such fines.

9. Base Fuel Price. CHARTERER agrees and acknowledges that the charter price(s) is directly related to the “Base Fuel Price per Gallon” specified in Page #1 to this Agreement. A surcharge of the increase in cost of fuel in addition to the charter price(s) will be assessed to the CHARTERER in the event the base fuel price of GLOBALX’s fuel is increased. Documentation of such increase or decrease will be furnished to the CHARTERER. Such surcharge shall be the actual cost to GLOBALX as a result of the increase in fuel price. Fuel cost in case of uplift of fuel in any Cuban airport will be refunded to the Charterer at the same price per gallon indicated as the base fuel price of this Agreement, the difference of the cost of fuel in Cuba is the responsibility of the Charterer.

10. CHARTER PROSPECTUS AND ELIGIBILITY REQUIREMENTS

A. Charterer hereby agrees that upon execution of this Agreement, if this Agreement is for a Public Charter, it will file a public charter prospectus with DOT to the extent necessary to secure approval of the program contemplated by this Agreement and provide GLOBALX with copies of all filings upon approval by DOT, and that enforceability of this Agreement by Charterer shall be contingent upon the acceptance and approval of such prospectus by the DOT.

B. Charterer shall bear the expenses of such DOT filing. GLOBALX will cooperate with all such filings.

C. Except as otherwise provided herein, each party is responsible for its own compliance with all applicable laws and governmental rules and regulations, including but not limited to the obligation to establish and maintain its own public charter bonding and escrow bank accounts.

D. Charterer represents that it is authorized under applicable laws and regulations to enter into this Agreement and to act as charterer of the aircraft. GLOBALX represents that it is authorized under applicable laws and regulations to enter into this Agreement and to act as the operator of the aircraft.

E. Each passenger shall be responsible for obtaining all necessary travel documents (Passport, visa, tourist card, immunization certificate and any other documents as required) and for complying with the laws of each country from, through, or to which he/she receives transportation.

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F. Charterer shall indemnify GLOBALX for any loss, damage or expense suffered or incurred by reason of any passenger’s failure to comply with Paragraph 10.E., unless caused by the negligence or willful misconduct of GLOBALX or of the passenger.

11. OPERATING AUTHORITY

A. GLOBALX’s performance of each Flight provided for herein shall be subject to the timely issuance of such approvals, clearances, permits and operating authorities as may be required by any government, governmental agency or airport authority for the operation of such flight, including without limitation such landing, transit, over flight and uplift rights as may be necessary. GLOBALX will use its best efforts to obtain all necessary approvals, clearances, permits and consents necessary to operate the flights covered by this Agreement. GLOBALX will strictly abide by the regulation of OFAC regarding all applicable instructions, dictated in the case of operating direct flights between the United States and Cuba.

B. In the event that any government or governmental agency or airport authority shall fail or refuse to issue or grant the approvals, clearances, permits or operating authority referred to herein sufficiently in advance of scheduled departure to reasonably allow GLOBALX to make required flight arrangements or shall, after issuance, revoke or rescind the same, GLOBALX may elect to terminate this Agreement as to the affected Flight(s) without liability for penalties or damages.

C. Upon such termination and unless the failure to obtain or maintain required governmental approvals was attributable to an act or omission of Charterer, GLOBALX shall refund all sums received by it on account of the charter price, excepting:

1) Nonrefundable government fees, and

2) That portion of the charter price attributable to transportation already performed by GLOBALX and such remaining transportation as will be performed by GLOBALX or by another carrier at GLOBALX’s direction.

D. Charterer hereby acknowledges that it has not relied on any representation that the approvals, clearances, permits or operating authorities referred to herein have or will be obtained, except in the case of Cuban Governmental authorities, from which the Charterer will obtain all permits according to its contract with Cuban entities.

12. INSURANCE AND FAR 121 REGULATIONS

A. Insurance. Throughout the term of this Agreement, GLOBALX will maintain in effect the following insurance in respect of the aircraft: Aviation liability Insurance in respect of Passenger Legal Liability (while on board the Aircraft) and Aircraft Third-Party Legal Liability, with a combined single limit of not less than Seven Hundred and Fifty Million Dollars ($750,000,000) for any one accident/occurrence.

B. Insurance Requirements. GLOBALX will obtain such insurance from a financially sound insurance company of recognized responsibility and will furnish Charterer with a certificate of insurance evidencing such coverage prior to commencement of the services to be provided hereunder by GLOBALX. GLOBALX will use best efforts to obtain a waiver of all rights of subrogation that such insurer(s) have or acquire against Charterer arising from the services provided hereunder. All insurance policies will provide

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that the insurance will not be invalidated by any action or inaction of Charterer and that the insurance will continue in full force and effect for at least thirty (30) days after Charterer receives written notice of cancellation, termination or material alteration. GLOBALX will name Charterer, CUBAX AIR TOURS, LLC., and their respective officers, directors, employees, and agents as additional insureds.

C. FAR 121. GLOBALX will operate the charter in accordance with Federal Aviation Regulations Part 121 and all applicable Federal, State and Local ordinances as defined by DOT and FAA.

13. CHOICE OF LAW AND VENUE

This Agreement will be governed by and construed in accordance with the substantive and procedural laws of the State of Florida. The parties hereby agree that any dispute arising under this Agreement will be adjudicated in any State or Federal court of competent jurisdiction within the State of Florida, and hereby irrevocably submits to the jurisdiction of any such court.

14. AIRCRAFT SECURITY

A. CHARTERER agrees to cooperate with GLOBALX in fulfilling any requirements pertaining to security of the aircraft. Passengers are subject to search of their person and search or inspection of their property, including checked baggage, in accordance with security screening and TSA procedures, which can include an electronic detector with or without the passenger’s consent or knowledge. Charterer agrees to abide and cooperate with the security procedures and inspections ordered by the U.S. Government or any foreign Government where the aircraft will operate to or from based on the schedule of Flight(s) of this Agreement.

B. Any passenger who does not consent to a search of his person or property will be refused transportation by GLOBALX, and GLOBALX will have no liability for an inconvenience, delay, loss, damage injury or refund to any passenger.

15. NOTICES

All notices hereunder will be given by email, express delivery with confirmed receipt, or by certified or registered mail with postage prepaid, and addressed as follows:

	If to GLOBALX, to:	If to CHARTERER, to:
Address	Building 5A, Miami International Airport	Building 5A, Miami International Airport
Address	4200 NW 36th Street, Miami, FL 33146	4200 NW 36th Street, Miami, FL 33146
Country	USA	USA
Contact	Ryan Goepel, CFO	Mark Salvador, CEO
Phone	786-751-8503	751-751-8525
Email	ryan.goepel@globalxair.com	mark.salvador@cubaxtours.com

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[SIGNATURE PAGE FOLLOWS]

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IN WITNESS, WHEREOF, THE PARTIES HERETO HAVE EACH EXECUTED AND DELIVERED THIS AGREEMENT AS OF THE DAY AND YEAR FIRST BELOW WRITTEN.

ACCEPTED AND AGREED TO: GLOBAL CROSSING AIRLINES LLC		ACCEPTED AND AGREED TO: CUBAX AIR TOURS, LLC
By:	/s/ Ed J. Wegel	By:	/s/ Mark A. Salvador
Printed Name: Ed J. Wegel		Printed Name: Mark A. Salvador
Title:	CEO	Title:	CEO
Date:	2-23-21	Date:	2-23-21

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APPENDIX TO CHARTER AGREEMENT

Agreement Dated February 23     , 2021

COST PER ROTATION:

Airbus A320 (148 usable seats)—Charter Price: $21,500 per MIA-HAV-MIA rotation

Airbus A321 (172 usable seats)—Charter Price: $25,000 per MIA-HAV-MIA rotation

The cost per rotation will have a stipulated increase annually of 2.5%, beginning April 16, 2022, or on the anniversary date of the first flown flight.

Upon receipt of GlobalX’s receipt of DOT Certificate of Public Convenience and Necessity and an FAA Air Carrier Certificate and operations specifications to operate under Part 121 of the Federal Aviation Regulations for the services contemplated herein, GlobalX will notify Charterer of said receipt. GlobalX will also provide details of GlobalX’s “Carrier Depository Account” details at the “Carrier Depository Bank” in that notification. Upon receipt of said notification, Charterer will have (72) hours to facilitate forwarding all required payments of the Contract Price to the Carrier Depository Account listed on the notice.

Upon said notification, Charterer will forward an amount equal to one weeks flying. Subsequently Charterer will prepay each additional weeks flying no later than 72 hours prior to the start of the weeks rotations.

INSTRUCTIONS FOR WIRE TRANSFERS:

All charter price payments will be done by Wire Transfer to GLOBALX’s DOT-approved escrow account as indicated below. Aircraft availability is subject to cancellation if payment of the charter price is not deposited in the escrow account at least 14 days prior to the date of the corresponding Flight.

Escrow Wire Transfer Funds to:

ABA Routing No.:

Account No.:

Beneficiary:

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SCHEDULE “A”

FLIGHT SCHEDULES AND ROUTING

MIA-HAV-MIA Once Daily, 7 Days Per Week, 52 Weeks Per Year Beginning April 15, 2021 or thereafter based on U.S. DOT Approvals:

Monday	Time TBA
Tuesday	Time TBA
Wednesday	Time TBA
Thursday	Time TBA
Friday	Time TBA
Saturday	Time TBA
Sunday	Time TBA

This Agreement is valid for two years. Any rotation or rotations to any other authorized Cuban airport requested and/or added to this schedule will be programmed and reserved as soon as the schedule times and airports slots are approved by both parties to this Agreement and the schedule is filed with the DOT.

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EXHIBIT “B”

Agreement Dated February 23, 2021

The charter price per rotation to the cities listed in Schedule “A” includes the following:

THE COST PER ROTATION INCLUDES GROUND HANDLING BELOW AND ABOVE WING, AND ALL OPERATIONAL FEES AT MIAMI INTERNATIONAL AIRPORT OR OTHER US AIRPORTS, FUEL BASED AT $2.00 PER GALLON UPLIFTED AT ANY AIRPORT (DOMESTIC OR FOREIGN) WHERE THE CHARTER FLIGHT(S) OPERATES TO AND FROM, AND CATERING OF ICE, REFRESHMENTS, AND BOTTLED WATER.

CHARTERER WILL BEAR THE COST OF ANY OPERATIONAL AND NAVIGATIONAL CHARGES AND FEES IMPOSED BY THE CUBAN AIRPORTS OR THE CUBAN CIVIL AERONAUTICAL OFFICES, AS WELL AS ANY COST ABOVE 10 WHEELCHAIRS PER U.S. DEPARTURE. Any additional wheelchair cost beyond the 10-wheelchairs per rotation paid by GLOBALX will be invoiced to the Charterer.

RECONCILIATION OF FUEL UPLIFTED IN CUBA THAT ARE PAID BY THE CHARTERER AND THE U.S. TAXES TO BE PAID BY CHARTERER (IF APPLICABLE) WILL BE PERFORMED ON A MONTHLY BASIS ON THE FIFTEENTH DAY OF EVERY MONTH.

Notes on charter price:

*Each party is responsible for, and shall indemnify the other party against, all taxes imposed on the first party’s income.

**GLOBALX is not responsible for any Cuban Landing Fees, Cuban Navigational Fees, Cuban Over-Flight Fees, Ground Handling at Cuban airports and/or Cuban Government Taxes and Fees on all Cuba flights operated on behalf of the Charterer.

***Charterer will arrange for collection and remittance of any and all U.S. taxes and fees, and related charges which are imposed on passengers by any U.S. Governmental or airport authority, excluding taxes based on the net income of GLOBALX. Charterer will provide GLOBALX with proof of payment of such taxes and fees upon request. The Charterer will pay for fines or additional fees charged by the U.S. Government in case of delays in the payments of such taxes and fees, provided such delays are not the result of the acts or omissions of GLOBALX.

****Charterer will pay all cost of fuel above base price.

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EX-10.14

Exhibit 10.14

  Airfleet Resources, Ltd Queen City Airport 1730 Vultee St. Suite 105 Allentown, PA USA 18103 Tel +1 917 722 1062 Fax +1 917 722 1178

COOPERATION AGREEMENT FEBRUARY 2021

By and Between:

Global Crossing Airlines, Inc., Building 5A, 4200 NW 36th Street, MIA Int’l Airport, Miami, FL 33166

(“GlobalX”)

And

Airfleet Resources, Ltd; Queen City Airport, 1730 Vultee St. Suite 105, Allentown, PA 18103 USD

(“AFR”).

The parties agree as follows:

1. This document extends and supercedes the original Cooperation Agreement 2020 and Cooperation Agreement 2020 - September Extension between the parties.

2. GlobalX hereby authorizes AFR as its partner to assist with arranging the acquisition of used Airbus A320 and A330 family aircraft via purchase, or dry or finance lease (the “Aircraft”). It would be AFR’s role to act as an extension of GlobalX’s management team in order to manage the acquisition project and obtain the best financial and commercial terms possible for GlobalX.

3. AFR is authorized to negotiate, with GlobalX guidance, with potential aircraft providers (likely lessors, but not excluding banks, airlines, etc) on GlobalX’s behalf, and GlobalX shall be kept fully apprised of all ongoing negotiations. AFR’s tasks to include, but not be limited to:

a. Developing a target list of potential lessors or financers and reviewing the same with GlobalX based upon the current airline operator and owner lists of year 2000-2010 (as a general guidance) Aircraft.

b. Diligently and discreetly seeking such transactions on a direct basis with parties on the list.

c. Acquiring detailed technical and commercial terms from the prospects.

d. Ascertaining the parties’ level of interest in the potential transaction, and at what price level and lease terms.

e. Narrowing down the field to 3-5 of the most interested parties that indicate the lowest potential prices and most attractive commercial and technical terms.

f. Assisting GlobalX to finalize negotiations at the lowest possible price and most attractive lease terms that the market would bear.

g. Overseeing transaction documentation and assisting with all work related to hopeful lease initiation.

h. The main point of these efforts is to ensure GlobalX’s officers and shareholders that lease-in and/or purchase decisions would be taken with a very complete view of all potential options on the market, which is changing radically on a daily basis, and that GlobalX receives the best opportunity that the market has to offer.

4. Each party shall bear their own costs under this agreement, except that GlobalX shall reimburse AFR for economy air travel and basic hotel accommodation for travel undertaken by AFR personnel directly related to this project, provided that such costs are reviewed and approved in advance by GlobalX (to be on a case-by-case basis). GlobalX shall have the option in its sole discretion to reject any request for travel reimbursement. However, air travel to and from Miami, FL for regular visits to GlobalX’s headquarters, along with hotel accommodation in Miami at the EDHotel (or up to $120/night if AFR personal stay elsewhere in the Miami area) shall be covered by GlobalX and reimbursed quarterly to AFR.

5. AFR shall not have the authority to bind GlobalX into any transaction.

6. This agreement shall begin on the date of execution of this Letter Agreement, and shall remain in full force and effect for 6 months from such date (“Initial Term”).

7. GlobalX shall ensure that the lessor, seller or financier pays (or, alternatively, GlobalX shall pay) to AFR the following sum:

Upon the successful acquisition of an Aircraft within the Initial Term of this agreement (or within 12 months thereafter to a party on a list, not to exceed 5 parties, to be provided upon expiry of the Initial Term by AFR), the lessor or financier shall build into the lease stream, collect and pay out to AFR as lease payments would be received, the sum $10K per month X 5 months ($50,000 USD total) per individual Aircraft. Such fee shall be paid by wire transfer monthly. In the event Lessor forbids or refuses such payments (or GlobalX, upon consultation with AFR, determines that such fee may be detrimental to GlobalX’s chances of acquiring the Aircraft from the lessor/financier), then, alternatively, GlobalX shall pay to AFR two payment of $25,000 USD each; one payment upon aircraft delivery, and one payment 2 months after aircraft delivery. Such aforementioned fees shall be reduced by 20% in event of a package transaction of two aircraft, and 30% in event of package transaction of three or more aircraft.

Furthermore, in the event of a purchase by GlobalX (or by a lessor intermediary, who intends to enact a follow-on lease or financing to GlobalX) in the time frames outlined above, then GlobalX shall pay a fee of 1% (for individual aircraft values up to $7.0M USD) or 0.8% (for individual aircraft values above $7.0M USD, or for individual aircraft purchased under a fleet purchase with a total price greater than $7.0M for the package) of the Aircraft purchase price upon closing via wire as an intregral part of the transaction. However, no fees shall be payable to AFR in the event Vallair (of France & Luxembourg) purchases Aircraft presented or introduced by AFR. For the avoidance of doubt, the fee outlined in the prior paragraph directly above shall be payable by GlobalX upon the lease-in acquisition by GlobalX of any such Aircraft from Vallair or its assignee, as Lessor, but shall be limited as follows:

A. Such fee shall only be payable only if AFR materially and substantially participates in the acquisition of the specific individual Aircraft purchased by Vallair, and the fee shall be capped at $25,000 USD total for the first such aircraft, and $20,000 total for each addition individual aircraft.

B. In the event Vallair itself sources aircraft for onward lease to GlobalX, and GlobalX accepts such individual aircraft on lease, and in the event AFR materially participates in assisting GlobalX with the lease acquisition from Vallair (including managing documentation, inspections, delivery flights, etc), then AFR shall be paid a fee of $15,000 USD per individual Aircraft upon delivery by GlobalX. Should AFR have little or no involvement with such lease deliveries, then no fee shall be payable to AFR by GlobalX.

Furthermore, in the event AFR materially assists in arranging financing during the time frames outlined above to allow the acquisition of Aircraft by GlobalX, the same fees as listed in the previous paragraph shall additionally be paid to AFR by wire upon closing as an integral part of the transaction.

Furthermore, in the event GlobalX acquires Aircraft during the Term of this agreement with no or limited involvement of AFR (for example, but not limited to, when aircraft are introduced via personal connections of GlobalX officers, and/or negotiated directly by GlobalX officers) then AFR shall be paid a partial fee reflecting AFR’s level of involvement. Such partial fee shall in no event be less than 25% of the aforementioned fees in this paragraph 7, per individual Aircraft.

Lastly, in recognition of work undertaken to date, GlobalX agrees to pay AFR the following sums:

A. $15,000 USD upon the earlier of the arrival of A321 msn 2480 to Miami, or March 12, 2021. Such payment shall cover all compensation in full for this specific aircraft.

B. In the event no additional deliveries (other than A320 msn 2695 and A321 msn 2480) have taken place by June 1, 2021, then GlobalX shall pay to AFR the sum of $15,000 USD by June 11, 2021. Such amount shall be a “draw” (pre-payment) of fees payable against future aircraft deliveries. Any fee owed to AFR for future deliveries shall be reduced by this same amount.

8. Additionally, AFR shall provide marketing services to GlobalX for ACMI leasing of GlobalX aircraft; it is envisioned that marketing efforts would initially be tailored toward summer 2021 ACMI leasing, likely (but not limited to) to European carriers. Should AFR be successful in placing GlobalX aircraft on ACMI lease(s), then AFR shall be paid a fee by GlobalX as ACMI rental payments would be received from the ACMI lessee(s), in the amounts as follows; GlobalX shall only be obligated to pay to AFR once rental payments would actually be received by GlobalX, and GlobalX shall pay to AFR within two weeks of receipt of such funds, monthly, and such fees shall be payable during extensions or renewals:

a. If one aircraft would fly for one lessee:

i. $50 USD per BH, reducing to $40 for hours flown above 250 hours per month, for each block hour actually flown and paid by lessee.

b. If more than one aircraft would fly for the same lessee, then the fee on the second aircraft would be reduced by 20%, and the aircraft third (or more aircraft beyond three) by 30%.

c. If two or more aircraft would go to two or more separate lessees, then the fee structure per a. and b. above would apply to each aircraft flown for each separate lessee; namely if one aircraft would be flown by each separate lessee, then a. would apply, and if more than one per lessee, then b. would apply.

9. The terms of this agreement shall remain confidential between the parties.

10. GlobalX agrees to indemnify, hold harmless, reimburse and defend, to the fullest extent permitted by law AFR, and its officers, directors, and agents personally against any and all claims, liabilities and costs and expenses, including, but not limited to, legal and other professional costs, which in any way may result from, pertain to or arise in any manner out of, or are in any manner related to:

a. the condition, delivery, lease, acceptance, rejection, total loss, possession, return, subleasing, wetleasing, sale or transfer by GlobalX, use or operation of an Aircraft either in the air or on the ground; or

b. any defect in an Aircraft or any item of equipment arising from the design, testing, or use thereof or from any maintenance, service repair, overhaul or testing of an Aircraft whether or not an Aircraft is in the possession of GlobalX and regardless of where an Aircraft may be located; or

c. GlobalX commencing any case, proceeding or other action under any existing to future law relating to bankruptcy, insolvency, administration, reorganization or seeking appointment of a receiver, trustee, custodian or similar officer for it or for all or any substantial part of its assets; or

d. any breach by GlobalX of the terms of this agreement;

except GlobalX shall not be obligated to indemnify AFR in the event of gross negligence or willful misconduct by AFR.

11. Additionally, AFR agrees to use reasonable efforts to obtain an LOI from a major European carrier for the ACMI lease of GlobalX’s aircraft during summer 2021. There shall be no charge for this service from AFR unless a meeting is required to obtain such LOI, and in such case, GlobalX shall cover AFR’s economy class airfare and basic hotel cost (to be reviewed and approved in advance by GlobalX).

12. Neither party may assign or otherwise transfer this letter agreement to any third party.

13. Subject to the provisions of Paragraph 6 above, this agreement may be cancelled any time by GlobalX upon written notice given to AFR; however, should GlobalX go on to acquire Aircraft during the Initial Term (or within 6 months thereafter) to a party identified in writing by AFR prior to cancellation, then the fee amount per Par 6 shall still be paid to AFR.

14. Any amendments and supplements to this Agreement shall be in writing. The amendment agreements and supplementary agreements that have been signed by the Parties and that relate to this Agreement shall be an integral part of this Agreement and shall have the same legal validity as this Agreement.

15. If any provision of this agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this agreement and rendered ineffective as far as possible without modifying the remaining provisions of the agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this agreement. Should a dispute between the parties arise, the prevailing party shall be entitled to collect its legal fees from the other party.

16. This letter agreement shall be governed by the laws of New York, USA.

Sincerely,

/s/ John Clevenger
For Airfleet Resources, Ltd
Print Name:	John Clevenger

Title:	President
Date:	February 15, 2021

Acknowledged and agreed
/s/ Ryan Goepel
For Global Crossing Airlines, Inc.
Print Name:	Ryan Goepel

Title:	EVP and CFO
Date:	2/15/2021

EX-10.15

Exhibit 10.15

AVIATION FUEL SUPPLY AGREEMENT

THIS AVIATION FUEL SUPPLY AGREEMENT (“Agreement”) is made and entered into this 3 day of June, 2020 Effective Date”), by and between:

SELLER:	ASSOCIATED ENERGY GROUP, LLC, having its registered office at 701 NW 62 Ave, Suite 490 Miami, FL 33126 United States of America (“Seller”), and
BUYER:	GLOBAL CROSSING AIRLINES LLC having its registered office at 4th Floor, 4200 NW 36th St, Miami, FL 33166 (Buyer”).

TERMS AND CONDITIONS

Article 1 – Scope

This Agreement is subject to and in accordance with the terms and conditions set forth in Seller’s General Terms and Conditions, (hereinafter referred to as “T&C”), which are incorporated herein by reference and is made available for review at http://www.aegfuels.com. Buyer acknowledges that it has read the foregoing T&C and agrees to be bound by same. In the event of a conflict or discrepancy between a provision of this Agreement and Seller’s T&C, this Agreement shall prevail.

Seller agrees to sell and deliver (or cause to be sold and delivered through any associated/affiliated entity, parent or subsidiary) and Buyer agrees to purchase, receive and pay for the Fuel and Flight Services (as defined in the T&C) for consumption in an aircraft owned, leased, operated by or on behalf of Buyer or Buyer’s associated/affiliated entities/customers, as set forth in this Agreement.

Article 2 – Evergreen Agreement

This Agreement shall commence on the Effective Date and shall continue in full force and effect for one-year with successive one-year renewals until terminated upon no less than sixty (60 days) prior notice by either party. Notwithstanding the foregoing, no termination of this Agreement shall affect Seller’s right to collect any amounts due and owing to Seller pursuant to this Agreement or otherwise. Furthermore, no termination shall affect any clause which shall survive termination as set forth herein.

Article 3 – Price

Market Price. A market price is a price, which is fixed for a certain period of time (the “Market Price”). The Market Price for any particular location shall be set by Seller. In the event of a change in Market Price, the Seller shall send written notification to Buyer specifying the location affected, the amount of the requested price change at that location and the date when the new Market Price will take effect at the location.

Article 4 – Quantity

For conversion purposes the following numbers can be accepted:

1 Metric Ton	=	331 US gallons
1 US gallon	=	3.7854 Liters
1 Barrel	=	42 US gallons

Article 5 – Delivery

Unless otherwise agreed in writing, Fuel and Flight Services shall be delivered into aircraft owned, leased, operated by or on behalf of Buyer or Buyer’s associated/affiliated entities/customers

Article 6 – Invoicing

6.1 Seller shall invoice Buyer for all Fuel and Flight Services delivered to Buyer. Invoices shall state costs of product, taxes, duties and any other charges as separate line items. Invoices will be due within 15 days of receipt and subject to a credit limit set by Seller.

6.2 Payments shall be transferred to the following bank account of Seller:

Name of Bank	Union Bank
Address of Bank	1980 Saturn Street
	Monterey Park CA 91755
	United States of America
Account of:	Associated Energy Group, LLC
Account Number:	4340009482
Swift Code:	BOFCUS33MPK
Currency:	US Dollar

Article 7 – Notices

All notices shall be subject to Seller’s T&C, and shall be sent to the respective addresses of the parties as follows:

Seller’s Address:	Associated Energy Group, LLC
	701 NW 62 Ave, Suite 490
	Miami, FL 33126
Buyer’s Address:	Global Crossing Airlines LLC
	4th Floor
	4200 NW 36th St
	Miami, FL 33166

Article 8 – Governing Law

This Agreement, including any other written agreement between the parties, shall be construed, enforced and governing in all respect by the laws of the State of Texas and the United States of America. The parties consent to the exclusive jurisdiction of the State courts located in Texas and venue of any lawsuit or legal proceeding shall be in the District Courts of Harris County, Texas, or the United States District Court of the Southern District of Texas, Houston Division.

SIGNATURE PAGE TO FOLLOW

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

BUYER:	SELLER:
GLOBAL CROSSING AIRLINES LLC	ASSOCIATED ENERGY GROUP, LLC
Signature: /s/ Ryan Goepel	Signature: /s/ Chris Clementi
Name: Ryan Goepel	Name: Chris Clementi
Title: EVP and CFO	Title: Chief Operating Officer
Date: 6/3/2020	Date: June 3, 2020

EX-10.16

Exhibit 10.16

AERO CRS LTD (“AeroCRS”)—AeroCRS Services Agreement

THIS AGREEMENT made as of the date: 22 December 2020

Between:
Company name:	Global Crossing Airlines, Inc
Manager’s name:	Ryan Goepel	Ryan Goepel EVP and CFO
Manager’s email:	Ryan.goepel@globalxair.com
Phone number:	+1.786.751.8503
Company address:	4200 NW 36th Street, Building 5a, 4th Floor Miami, Fl 33166
		(“Customer”)
And:
Company name:	AERO CRS LTD (Reg. 513888974)
Manager’s name:	Meir Hadassi Turner
Manager’s email:	meir@aerocrs.com
Phone number:	+972-3-7219664
Company address:	144 Begin st. P.O.Box 25423 ZIP 61253, Tel Aviv-yafo, Israel
		(“AeroCRS”)
Definitions:
“Term of contract”	1 Year renewable
“Services”:	AeroCRS PSS Air - ultimate edition
	AeroCRS Analytics (1 user)
	-
	-
“Training fees”:	$2,000 USD - 4-5 days of Online training
“Billing cycle”:	Quarterly
“Payment method”:	Bank transfer

“Charges”:	One time fees:	$1,500 USD - 1 PSP & 1 IBE integration
	Ongoing fees:	PSS - $24,000 Yearly up to 100K segments per year Analytics User - $1,500 per year
		Additional segments between 100K-200K - $0.24 per segment
		Additional segments between 200K-300K - $0.20 per segment
		Additional segments between 300K-500K - $0.15 per segment
		Additional segments above 500K - $0.07 per segment
		-
		-
		-

AERO CRS LTD +972(3)7219664 www.aerocrs.com, 144 Begin St. P.O.Box Zip 25423, Tel Aviv-Yafo 6125302, Israel 1

This agreement (“Agreement”) constitutes a binding agreement between the Customer and AeroCRS with respect to the use of the Services provided by AeroCRS known also as AeroCRS—Cloud reservation systems.

All users of AeroCRS’s services, and all customers upon signing up for said Services, agree to comply with the Agreement. The spirit of the Agreement is to ensure Customers are using AeroCRS’s Services with due regard to the rights of other Internet users and in conformity with the requirements of AeroCRS’s network environment. In order to ensure the stability of AeroCRS’s system and the Services, and any other security needs, AeroCRS reserves the right to add or modify any feature of the Services, without changing the scope of the Services purchased by the Customer. For the avoidance of doubt, such changes to the features of AeroCRS’s system do not include any changes to the commercial term (including pricing) under this Agreement. It is agreed that AeroCRS shall not be responsible for any damages caused to any customer, due to instability of AeroCRS’s system, which was caused by other customers and/or third parties.

Any complaints about a violation of the terms of the Services should be sent to abuse@aerocrs.com. Except when expressly agreed to the contrary in writing by an authorized representative of AeroCRS, this Agreements supersedes any other agreement with AeroCRS, whether written, oral, by conduct, or otherwise.

1. Service

1.1. AeroCRS shall supply the Customer with support and maintenance Services for a period starting on the date of order for a period according to the Term of contract. Such period will be renewed automatically for another consecutive period, unless any party will give prior notice of ninety (90) days before the end of the period.

1.2. The Customer will be provided with support and maintenance to the Services (as stated above) that was ordered by the Customer and agreed by AeroCRS (the “System”).

2. Service Guidelines

2.1. AeroCRS shall maintain the System in conformance with the Technical Requirements Protocol (as defined in the website of AeroCRS (at http://aerocrs.info/technicaldoc). In the event the Services provided by AeroCRS include providing a website to the Customer, the Customer acknowledges and confirms that such website does not comply with accessibility AA standard, and the Customer is responsible to comply with the relevant accessibility standards of its website. All other Services under this Agreement shall include bug fixes, system errors, and take all appropriate measures to correct such errors and provide corrections to the System in accordance with the following:

2.1.1. Class A Problems: In the case of significant errors or problems, such as total loss of functionality or loss of saved data, AeroCRS will use its best efforts to provide the work around solution within eight (8) hours after becoming aware of such problems, and provide a permanent correction to the customer within two (2) business days thereafter.

AERO CRS LTD +972(3)7219664 www.aerocrs.com, 144 Begin St. P.O.Box Zip 25423, Tel Aviv-Yafo 6125302, Israel 2

2.1.2. Class B Problems: In the case of lesser errors or problems, such as a partial loss of functionality for which there is a known work around or loss of saved data, AeroCRS shall use all reasonable efforts to provide the work around within two (2) business days after becoming aware of such problem and provide a permanent correction within thirty (30) business days thereafter or at a later time as may be agreed to in writing by the customer.

2.1.3. Class C Problems: In the case of cosmetic problems, such as improper program action without loss of functionality or data, AeroCRS shall verify and respond to such problems within fourteen (14) business days after becoming aware of such problem and a correction by AeroCRS shall be provided within thirty (30) business days thereafter.

2.1.4. Class D Problems: Problems arising in the storage facilities. In such case AeroCRS shall use all reasonable efforts to provide a solution subject to the storage facility abilities of correction. AeroCRS shall not be liable for any loss due to such Class D problems.

2.2. AeroCRS shall provide necessary guidance to assist the Customer to operate the System accordingly within the training period, should additional training will be needed, charges will apply.

2.3. Support will be given in any of the channels:

2.3.1. 24/7 Web support portal – http://support.aerocrs.com

2.3.2. Telephone (in working hours, Monday – Thursday, 8am-5pm GMT) +972(3)7219664

2.3.3. 24/7 E-mail – support@aerocrs.com

3. Warranties and Indemnification

3.1. AeroCRS represents and warrants that the System materially and substantially conforms to the description and specifications set in the order form of the system.

3.2. Except as specifically provided otherwise in this Agreement, no other warranties of any kind apply to the System, whether express or implied, and including, but not limited to, any implied warranties of merchant-ability and fitness for a particular purpose.

3.3. To the maximum extent permitted by applicable law, in no event, and under no theory of law or equity, will AeroCRS (including, without limitation, AeroCRS’s executives, directors, officers, attorneys, managers, employees, consultants, contractors, agents, parent companies, subsidiaries, affiliates, third-party providers, merchants, licensors, or the like) or anyone else involved in creating, producing, or distributing AeroCRS’s Services, be liable for the loss of a domain name, or any business or personal loss, revenues decrease, expenses increase, costs of substitute products and/or AeroCRS services, or any other loss or damage whatsoever, or for any consequential, special, incidental, punitive or indirect damages of any kind arising out of any use of, or any inability to use, any AeroCRS services even if AeroCRS has been advised of the possibility of such

AERO CRS LTD +972(3)7219664 www.aerocrs.com, 144 Begin St. P.O.Box Zip 25423, Tel Aviv-Yafo 6125302, Israel 3

damages. All claims and causes of actions arising in connection with AeroCRS or AeroCRS’s Services are permanently barred unless the claim or cause of action is commenced within 6 months after the basis of the claim or the cause of action arose, regardless of any statutory limitation period allowing for a longer period. AeroCRS’s total cumulative liability, if any, to customer, or any third party, for any and all damages, related to the Agreement or AeroCRS’s Services, including, without limitation, those from any negligence, any act or omission by AeroCRS or AeroCRS’s representatives, or under any other theory of law or equity, will be limited to, and will not exceed, the actual dollar amount paid by the Customer for the Services which gave rise to such damages, losses and causes of actions during the 1-month period prior to the date the damage or loss occurred or the cause of action arose.

3.4. The Customer warrants that the System will not be used in any unlawful manner or which constitutes illegal activity and/or publish in the System unlawful texts and /or pictures or alike.

3.5. The Customer agrees to indemnify, hold harmless and defend AeroCRS from and against any and all actions, claims, losses damages, liabilities, awards, costs and expenses (including reasonable legal fees) resulting from, arising out of or based on any claim, suit, demand or action that made against AeroCRS due to a breach of this Agreement by the Customer or due to the Customer improper use of the system or due to negligence by the Customer or publishing by the Customer any unlawful material and /or which violates or infringes any copyright, trade secret, or trademark of third parties.

3.6. Force Majeure

3.6.1. AeroCRS will not be liable for delays in its performance of the Agreement or AeroCRS Services caused by circumstances beyond AeroCRS’s reasonable control, including acts of God, wars, insurrection, civil commotions, riots, national disasters, earthquakes, strikes, fires, floods, water damage, explosions, transportation problems, accidents, embargoes, or governmental restrictions (collectively “Force Majeure”). AeroCRS will make reasonable efforts to reduce to a minimum and mitigate the effect of any Force Majeure. Notwithstanding anything contained elsewhere herein, lack of finances will not be considered an event of Force Majeure nor will any event of Force Majeure suspend any obligation of customers for the payment of money due. Waiver and amendment any waiver, modification, or amendment of any provision of the TOU or other agreement for AeroCRS services, initiated by a customer, will be effective only if accepted in writing and signed by an authorized representative of AeroCRS.

4. Intellectual property rights

4.1. AeroCRS shall retain all title, rights and interest in the Source Code and in the creation and building skills and any intellectual property rights deriving from AeroCRS Online Booking systems and/or all changes (collectively: “Intellectual Property”).

AERO CRS LTD +972(3)7219664 www.aerocrs.com, 144 Begin St. P.O.Box Zip 25423, Tel Aviv-Yafo 6125302, Israel 4

4.2. Customers will not, without AeroCRS’s express written consent, copy, reproduce, republish, or otherwise use any material, in whole or in part, that is located on AeroCRS’s website, and customers will not use any of AeroCRS’s trademarks, service marks, copyrighted materials, or any other Intellectual Property without AeroCRS’s express written consent. Customers will not, in any way, misrepresent their relationship with AeroCRS, attempt to pass themselves off as AeroCRS, or claim that customers are AeroCRS.

5. Modification

5.1. AeroCRS may discontinue, upgrade, replace, modify, or change in any way, without limitation, any software, application, program, data, hardware, equipment, or portions or components thereof, used to provide customers with AeroCRS’s services. AeroCRS will notify the Customer regarding any future changes to AeroCRS’s services and it will do its best efforts not to affect the operation of Customers’ personalized applications and content.

5.2. Modification changes for discontinuing a product or features will be notified in the company’s website blog 90 days prior to the stop of the service.

5.3. Modification changes for other issues (upgrades, replaces, modifications) will be notified in the company’s website blog after the change was made.

5.4. AeroCRS will do its best efforts to make sure that modifications shall not affect day to day operations of the Customer.

6. Confidentiality

6.1. The parties undertake to keep all information disclosed by one party to the another party, un-disclosed to any third party, and to use all measures to keep such information confidential towards any other third party, except as required by any applicable law.

7. Customer Listing

7.1. The Customer will be listed in AeroCRS’s website including a logo.

7.2. AeroCRS is entitled to publicize the Customer is one of their listed customers in PR’s, newsletters or any other publications.

8. Assignment

8.1. Customers may not assign or delegate their rights or obligations under the Agreement or other agreement for AeroCRS’s Services, either in whole or in part, without the prior written consent of AeroCRS.

9. Training

9.1. AeroCRS training billing is according to the “training fees”.

AERO CRS LTD +972(3)7219664 www.aerocrs.com, 144 Begin St. P.O.Box Zip 25423, Tel Aviv-Yafo 6125302, Israel 5

9.2. Should additional training costs will be endured from any special requirements, they will be charged accordingly.

9.3. AeroCRS keeps its privilege to disagree to send the training staff to countries that do not have a VISA arrangement with Israel and/or special cases regarding war zones etc.

9.4. The training period will be set according to the availability of AeroCRS trainer.

10. Service Restrictions

10.1. Server Resources—Any website / API connection / System user that uses a high amount of server resources (such as, but not limited to, CPU time, memory usage, and network resources) will be given the option to either pay additional fees (which will depend on the resources required), reduce the resources used to an acceptable level. AeroCRS will be the sole arbiter of what is considered to be a high server usage level. Customers deemed to be adversely affecting server performance or network integrity will be shut down without prior notice.

10.2. Spamming—Sending unsolicited bulk and/or commercial messages over the Internet (known as “spamming”) is prohibited, regardless of whether or not it overloads a server or disrupts service to AeroCRS’s customers. The term “spamming” also includes, but is not limited to, maintaining an open SMTP policy, engaging in spamming using the service of another ISP or IPP and referencing in the spam a website hosted on a AeroCRS’s server, and selling or distributing software (on a website residing on a AeroCRS’s server) that facilitates spamming. Violators will be assessed a minimum fine of $200 and will face immediate suspension upon a notice of eight (8) hours. AeroCRS reserves the right to determine, in its sole and absolute discretion, what constitutes a violation of this provision.

10.3. CGI Scripts—Any scripts that pose a potential security risk or are deemed to be adversely affecting server performance or network integrity will be shut down or will be automatically removed without prior notice. AeroCRS does not permit CGI script sharing with domains not hosted by AeroCRS or any scripts that may be abused for UCE purposes.

10.4. Chat Rooms—AeroCRS does not allow to install their own chat rooms. Chat rooms tend to require significant system resources and therefore cannot be permitted as an account option.

10.5. Background Running Programs and Cron Jobs—AeroCRS does not allow programs to run in the background.

10.6. Software Distribution—AeroCRS’s storage are not configured for the purposes of distributing software and/or multimedia products.

10.7. Multimedia Files—Multimedia files are defined as any graphics, audio, and video files. AeroCRS storage shall not to be used for the purposes of distributing and storing unusual amounts of multimedia files. Any website whose disk space usage for storing multimedia files exceeds 70% of its total usage, in terms of total size or number of files, will be considered to be using an unusual amount of multimedia files

AERO CRS LTD +972(3)7219664 www.aerocrs.com, 144 Begin St. P.O.Box Zip 25423, Tel Aviv-Yafo 6125302, Israel 6

10.8. Databases—AeroCRS will be responsible for the database held on her application.

10.9. Copyright Violations—a customer is not allowed to upload copyrighted material to AeroCRS’s server unless with the consent and authorized approvals of copyrighted material from owner or concerned person.

11. Customer Billing Policy

11.1. All Charges are shown in US Dollars. Payments shall be made in US dollars. Charges for Services provided in Israel to Israeli Customers shall include Value Added Tax (V.A.T), which shall be added to the basic Charges, under any applicable law. AeroCRS accepts the following types of payment:

11.1.1. Credit Card (VISA, MasterCard, American Express, Discover) – a surcharge of 5%

11.1.2. Bank Wire Transfer

11.1.3. PayPal

11.2. ALL PAYMENTS ARE DUE ON THE ACCOUNT SERVICE PERIOD START, AeroCRS will send an invoice for payment at least 14 days before service period.

11.3. Any fees for payments made via bank transfer should be taken on customer side in full.

11.4. The account service period start date is the date on which the service period will start (according to the Customer’s order)

11.5. If the Customer provides AeroCRS with the credit card information, AeroCRS is authorized to automatically charge the credit or debit card for Charges that apply to the account. Recurring Charges will be posted to the credit card until such time the account is terminated in accordance with AeroCRS’s Billing Policy in the Agreement. AeroCRS will then automatically charge the credit card on the next Account Statement Date. The Customer is responsible for directly updating, or notifying AeroCRS, of any changes to the credit card (including, but not limited to card number, expiration date, billing address, or card status).

11.6. Customers not paying by credit card agree to make payment of their balance due by the service period start date.

11.7. Accounts that are past due for more than 12 days may be suspended at any time with or without notice. All past due and unpaid balances are subject to collection. In the event of collection, you will be liable for costs of collection including attorney’s fees, court costs, and collection agency fees.

11.8. Billing Cycles:

11.8.1. AeroCRS offers Billing Cycles (terms) for service Charges: Monthly, Quarterly (3 months) (“Billing Cycles”), Yearly (12 months) and ongoing (according to credit usage). The Billing Cycle begins at the start of the month following the training. Non-credit card payment methods are limited to Annual or Quarterly Billing Cycles.

AERO CRS LTD +972(3)7219664 www.aerocrs.com, 144 Begin St. P.O.Box Zip 25423, Tel Aviv-Yafo 6125302, Israel 7

11.8.2. The Customer may change the Billing Cycle at any time; however, the new Billing Cycle will only take effect at the time of the next renewal.

11.8.3. All additional features added to an account, including any domains, are charged monthly, or otherwise according to the schedule agreed to upon signing up for said features. Additional items are non-refundable.

11.9. Account Renewals

11.9.1. In order to insure that the Services remain uninterrupted, all Services, including without limitation, hosting, domains, and any additional features, will automatically renew at the end of the relevant Billing Cycle or registration term. All renewal charges are based on the prevailing rate on the date of renewal according to the service selected. All Services are renewed for the same Billing Cycle/term, with the exception of domain registrations, which are renewed for successive one-year terms. If you wish to cancel any of your services before the relevant expiration/renewal date, please refer to the Cancellation section below.

11.9.2. Domain name registrations and Web hosting accounts are handled by separate entities. In the event the Customer need to cancel, Customer must specify whether he would like to cancel the domain name only, the hosting plan only, or both the domain and hosting accounts. The cancellation or expiration of the domain name does not automatically terminate the hosting account (or vice versa). If at any time the Customer elects to manually renew any of the Services (in whole or in part), Customer then becomes responsible for all future renewals of such services unless and until AeroCRS is notified otherwise.

11.10. Statements

11.10.1. AeroCRS does not mail paper invoices or statements. Statements will be e-mailed to the Customer.

11.11. Cancellations

11.11.1. Cancellation requests must be received by AeroCRS within no less than ninety (90) days prior to the end of the Term of contract. Cancellations submitted later than this time may result in automatic renewal of the account for the next Term of contract. Cancellations become effective on the day processed by AeroCRS. AeroCRS is unable to cancel the account effective for a future date.

11.11.2. AeroCRS does not monitor, and will not automatically cancel, plans for problems related to non-usage, ISP, or any other secondary issues not directly related to AeroCRS’s Services. Cancellation of Services does not relieve the Customer from paying any outstanding balance owed on the account. AeroCRS reserves the right to cancel any account, at any time, in the event the Customer has breached the Agreement, or a violation which has caused the entire AeroCRS’s system to be unstable. In such cases, the Customer will receive a notice of cancellation and will have seven (7) days to rectify it. For the avoidance of doubt, in the case of instability of its system, AeroCRS may suspend an account or features, which caused such instability, and which affect the entire or parts of AeroCRS’s system without notice.

AERO CRS LTD +972(3)7219664 www.aerocrs.com, 144 Begin St. P.O.Box Zip 25423, Tel Aviv-Yafo 6125302, Israel 8

11.11.3. Cancellation prior to the period set in “Term of contract” will endorse a payment of the discounted service fee for the invoices with a discount stated in them.

11.12.   Billing Disputes/Refund Policy

11.12.1. There are no refunds.

11.12.2. AeroCRS has a zero tolerance policy for chargebacks. Any Customer who disputes a credit card payment is subject to a fine, suspension and account termination at AeroCRS’s discretion. A charge of $25.00 per chargeback will be assessed to all accounts that receive a chargeback.

11.12.3. AeroCRS’s policies and prices are subject to change with 90 days’ notice. Any price changes become effective in the next Billing Cycle

12. AeroCRS Network

12.1. “AeroCRS Network” is a product which allows customers to book or be booked using the API / LDS network.

12.2. AeroCRS will not endorse any responsibility for airline booking at no stage.

12.3. Under “AeroCRS Network” it is understood that AeroCRS responsibility in this case is only to advise the airline of a booking from the inventory and the customer holds the responsibility for the booking, cancellations, modifications of their passengers.

12.4. The customers users and/or end-customers are the responsibility of the customer.

13. Governing Law and Severability

13.1. This Agreement, and any other agreement for AeroCRS services, will be governed by and construed in accordance with the laws of the State of Israel without reference to its conflicts of laws principles. Any litigation or arbitration between the Customer and AeroCRS will take place in Tel-Aviv, Israel, and the Customer will consent to personal jurisdiction and venue in that jurisdiction. If any provision or portion of the Agreement or other AeroCRS agreement is found by a court of competent jurisdiction to be unenforceable for any reason, the remainder of the Agreement will continue in full force and effect

14. Renegotiation

14.1. In the event any situations or conditions arises due to the circumstances not envisaged in the Agreement, the parties shall negotiate and make the necessary amendments.

AERO CRS LTD +972(3)7219664 www.aerocrs.com, 144 Begin St. P.O.Box Zip 25423, Tel Aviv-Yafo 6125302, Israel 9

15. Warranty and Representation

15.1. Each party represents and warrants to be other party that it is a legal person duly authorized under the relevant laws and has the right, power, sound financial standing and authority to enter into this Agreement.

16. General Data Protection Regulation (“GDPR”)

The Customer shall at all times remain the sole “Data Controller” (as defined under GDPR) of all personal data being processed on the goods and/or services supplied by AeroCRS to the Customer. For the purposes of this Agreement and in terms of GDPR, in the event that, as a result of the provision of goods or services supplied to the Customer, AeroCRS would have to perform any operation as a result of such personal data processed on behalf of the Customer, AeroCRS shall be considered as a “Data Processor” (as defined under GDPR) and AeroCRS shall perform the following operations:

16.1. process only personal data on behalf of the Customer upon the written instructions of the Customer to the extent that, and for not longer than, is adequate, required and relevant to the provisions of the Agreement;

16.2. shall afford the personal data being processed the levels of protection as expected for the categories and volumes of data being processed under the Agreement;

16.3. ensure that its personnel involved in the processing of personal data, as stipulated in this clause, have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

16.4. shall not engage a sub-processor without the prior written authorization of the Customer, and in the event that a sub-processor is engaged by AeroCRS, the provisions of this clause shall be set out in a contract with such sub-processor. AeroCRS shall remain fully liable to the Customer for the performance of the sub-processor’s obligations;

16.5. assist in the fulfilment of the Customer’s obligation to respond to requests for exercising the data subject’s rights in terms of any applicable law;

16.6. at the choice of the Customer, delete or return all the personal data to the Customer after the end of provision of goods or services subject of the Agreement relating to processing of personal data, and delete existing copies unless AeroCRS is required to retain storage of personal data in terms of any applicable law;

16.7. implement the appropriate technical and organizational measures required to protect the rights of the data subjects and to ensure a level of security appropriate to the risk of processing personal data;

16.8. assist the Customer with implementing a level of security appropriate to the risk of processing personal data;

16.9. assist the Customer with notifying the supervisory authority, without undue delay, in the event of a personal data breach which may result in a risk to the rights and freedoms of natural persons; and in such case assist the Customer with informing the data subject of such breach without undue delay;

AERO CRS LTD +972(3)7219664 www.aerocrs.com, 144 Begin St. P.O.Box Zip 25423, Tel Aviv-Yafo 6125302, Israel 10

16.10. assist the Customer in carrying out an assessment of the impact the use of any new technologies used for the purpose of processing personal data may have on the protection of personal data, and where following such assessment it is deemed that the processing would result in a high risk in the absence of measure taken by the Customer to mitigate the risk the Company shall assist the Customer with consulting with the supervisory authority; and

16.11. make available to the Customer all information necessary to demonstrate compliance with this clause, and shall allow for and contribute to audits, including inspections, conducted by the Customer, at the Customer’s expense.

By accepting this Agreement and using the System, Customer acknowledges that it has read, understood, and agreed to be bound by all terms of the Agreement.

Should the payment method above is credit card, then Customer authorizes AeroCRS to charge the credit card for the Services at the amount and rate described above. For all recurring fees, Customer authorizes that the credit card will be charged at the end of each Billing Cycle without notice.

IN WITNESS WHEREOF the parties have signed this Agreement as of the date first written above.

AeroCRS			Customer
	/s/ Meir Hadassi Turner		/s/ Ryan Goepel
	Signature		Signature
Name:	Meir Hadassi Turner	Name:	Ryan Goepel
Title:	CEO	Title:	Ryan Goepel EVP and CFO

AERO CRS LTD +972(3)7219664 www.aerocrs.com, 144 Begin St. P.O.Box Zip 25423, Tel Aviv-Yafo 6125302, Israel 11

EX-10.18

Exhibit 10.18

GLOBAL CROSSING AIRLINES GROUP INC.

2020 INCENTIVE STOCK OPTION PLAN

OCTOBER 15, 2020

TABLE OF CONTENTS

ARTICLE 1 PURPOSE AND INTERPRETATION	1
1.1         Purpose	1
1.2         Definitions	1
ARTICLE 2 SHARE OPTION PLAN	5
2.1         The Plan	5
2.2         Participants	5
2.3         Maximum Number of Voting Shares	6
2.4         Limitations on Stock Option Grants	6
2.5         Price	6
2.6         Vesting	6
2.7         Lapsed Options	6
2.8         Consideration, Option Period and Payment	6
2.9         Termination of Employment and Cessation of Investor Relations Activities	8
2.10         Death of Participant	9
2.11         Adjustment in Shares Subject to the Plan. In the event that:	9
2.12         Change in Control	9
2.13         Interpretation	10
2.14         Discretion to Accelerate Options	10
2.15         Options Need Not be Treated Identically	11
2.16         Record Keeping	11
2.17         Option Agreements	11
2.18         Tax Withholding	11
ARTICLE 3 GENERAL.	12
3.1         Assignability and Transferability	12
3.2         Employment	12
3.3         Delegation to Compensation Committee	12
3.4         Administration of the Plan	12
3.5         Amendment, Modification or Termination of the Plan	13
3.6         No Representation or Warranty	13
3.7         Governing Law	13
3.8         Approval and Effective Date	13
3.9         Compliance with Applicable Law	13
3.10         Rights of Participant	14

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3.11 Conflict	14
3.12 Time of Essence	14
3.13 Compliance with U.S. Laws	14
3.14 Entire Agreement	14
APPENDIX “A”	A-1

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ARTICLE 1

PURPOSE AND INTERPRETATION

1.1 Purpose. The purpose of the Plan is to advance the interests of the Corporation by encouraging equity participation in the Corporation through the acquisition of Voting Shares of the Corporation by directors, officers, employees and Consultants of the Corporation.

1.2 Definitions. In the Plan, the following capitalized words and terms shall have the following meanings:

(a) “Act” means the Business Corporations Act (British Columbia) or its successor, as amended from time to time.

(b) “Affiliate” shall have the meaning ascribed thereto in the Securities Act.

(c) “Associate” shall have the meaning ascribed thereto in the Securities Act.

(d) “Blackout Period” means a period, formally imposed by the Corporation pursuant to its internal trading policies as a result of the bona fide existence of material undisclosed information, during which Participants are prohibited from exercising options.

(e) “Board of Directors” means the board of directors of the Corporation as constituted from time to time and any committee of the board of directors.

(f) “Cause” has the meaning given to that term under the common law of the Province of British Columbia.

(g) “CEO” means the Chief Executive Officer of the Corporation.

(h) “Change in Control” means the occurrence of any one or more of the following events:

(i) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisition involving the Corporation or any of its subsidiaries and another corporation or other entity, as a result of which the holders of Voting Shares prior to the completion of the transaction hold less than 50% of the votes attached to all of the outstanding voting securities of the successor corporation or entity after completion of the transaction;

(ii) a resolution is adopted to wind-up, dissolve or liquidate the Corporation;

(iii) any person, entity or group of persons or entities acting jointly or in concert (the “Acquiror”) acquires, or acquires control (including the power to vote or direct the voting) of, voting securities of the Corporation which, when added to the voting securities owned of record or beneficially by the Acquiror or which the Acquiror has the right to vote or in respect of which

the Acquiror has the right to direct the voting, would entitle the Acquiror and/or associates and/or affiliates of the Acquiror to cast or direct the casting of 50% or more of the votes attached to all of the Corporation’s outstanding voting securities which may be cast to elect directors of the Corporation or the successor corporation (regardless of whether a meeting has been called to elect directors);

(iv) the sale, transfer or other disposition of all or substantially all of the assets of the Corporation;

(v) as a result of or in connection with:

(A) the contested election of directors; or

(B) a transaction referred to in paragraph (i) of this definition of “Change in Control”,

the nominees named in the most recent management information circular of the Corporation for election to the board of ..directors of the Corporation shall not constitute a majority of the directors;

(vi) the Board adopts a resolution to the effect that a transaction or series of transactions involving the Corporation or any of its affiliates that has occurred or is imminent is a Change in Control,

and for purposes of the foregoing, “voting securities” means the Voting Shares and any other shares entitled to vote for the election of directors, and shall include any securities, whether or not issued by the Corporation, which are not shares entitled to vote for the election of directors but which are convertible into or exchangeable for shares which are entitled to vote for the election of directors, including any options or rights to purchase such shares or securities.

(i) “Consultant” means, in relation to the Corporation, an individual or company, other than an employee or a Director of the Corporation, that:

(i) is engaged to provide on a ongoing bona fide basis, consulting, technical, management or other services to the Corporation or to a related entity of the Corporation, other than services provided in relation to a Distribution;

(ii) provides the services under a written contract between the Corporation or related entity and the individual or the Consultant Company;

(iii) in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or related entity of the Corporation; and

(iv) has a relationship with the Corporation or a related entity of the Corporation that enables the individual to be knowledgeable about the business and affairs of the Corporation.

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For purposes of the above definition of “Consultant”, the term “Director” means a director, senior officer or Management Company Employee of the Corporation, or a director, senior officer or Management Company Employee of the Corporation’s subsidiaries.

(j) “Consultant Company” means a Consultant that is a company.

(k) “Corporation” means Global Crossing Airlines Group Inc., a corporation incorporated under the Act, and its successors from time to time.

(l) “Designated Affiliate” means the Affiliates of the Corporation designated by the Board of Directors for purposes of the Plan from time to time.

(m) “Distribution” shall have the meaning ascribed thereto in the Securities Act.

(n) “Exchange” means the TSX Venture Exchange or such other stock exchange or quotation system as the Voting Shares may from time to time be listed or quoted for trading.

(o) “employee” means:

(i) an individual who is considered an employee of the Corporation or its related entity under the Income Tax Act (Canada) (i.e. for whom income tax, employment insurance and CPP deductions must be made at source);

(ii) an individual who works full-time for the Corporation or its related entity providing services normally provided by an employee and who is subject to the same control and direction by the Corporation over the details and methods of work as an employee of the Corporation, but for whom income tax deductions are not made at source; or

(iii) an individual who works for the Corporation or its related entity on a continuing and regular basis for a minimum amount of time per week (the number of hours should be disclosed in the submission) providing services normally provided by an employee and who is subject to the same control and direction by the Corporation over the details and methods of work as an employee of the Corporation, but for whom income tax deductions are not made at source.

(p) “Expiry Date” shall have the meaning specified in Section 2.16(b) hereof.

(q) “Holding Company” shall have the meaning specified in Section 2.2 hereof.

(r) “Insider” shall have the meaning ascribed thereto in the Corporate Finance Manual of the Exchange.

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(s) “Investor Relations Activities” means any activities, by or on behalf of the Corporation or shareholder of the Corporation, that promote or reasonably could be

expected to promote the purchase or sale of securities of the Corporation, but does not include:

(i) the dissemination of information provided, or records prepared, in the ordinary course of business of the Corporation

(A) to promote the sale of products or services of the Corporation, or

(B) to raise public awareness of the Corporation, that cannot reasonably be considered to promote the purchase or sale of securities of the Corporation;

(ii) activities or communications necessary to comply with the requirements of

(A) applicable securities laws,

(B) Exchange requirements or the by-laws, rules or other regulatory instruments of any other self regulatory body or exchange having jurisdiction over the Corporation;

(iii) communications by a publisher of, or writer for, a newspaper, magazine or business or financial publication, that is of general and regular paid circulation, distributed only to subscribers to it for value or to purchasers of it, if

(A) the communication is only through the newspaper, magazine or publication, and

(B) the publisher or writer receives no commission or other consideration other than for acting in the capacity of publisher or writer; or

(iv) activities or communications that may be otherwise specified by the Exchange.

(t) “Issuer Bid” shall have the meaning ascribed thereto in the Securities Act.

(u) “Management Company Employee” means an individual employed by a person providing management services to the Corporation, which are required for the ongoing successful operation of the business enterprise of the Corporation, but excluding a person engaged in Investor Relations Activities;

(v) “Option Agreements” shall have the meaning specified in Section 2.17 hereof.

(w) “Option Period” means the period of time an option may be exercised as specified in Subsection 2.8(a) hereof.

(x) “Participant” means a participant under the Plan.

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(y) “Plan” means the 2018 incentive stock option plan provided for herein.

(z) “RRSP” shall have the meaning specified in Section 2.2 hereof.

(aa) “Securities Act” means the Securities Act (British Columbia) or its successor, as amended from time to time.

(bb)     “Security-Based Compensation Arrangement” includes:

(i) the Plan;

(ii) the Restricted Share Unit Plan of the Corporation;

(iii) the Performance Share Unit Plan of the Corporation; and

(iv) any employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of securities of the Corporation to one or more service providers, including a share purchase from treasury which is financially assisted by the Corporation by way of a loan, guarantee or otherwise.

(cc) “Take-Over Bid” shall have the meaning ascribed thereto in the Securities Act.

(dd) “US Citizen” means a citizen of the United States of America.

(ee) “US Taxpayer” means a Participant liable to pay income taxes in the United States as a result of the grant of an option or exercise thereof.

(ff)     “Voting Shares” means the common voting shares and the variable voting shares of the Corporation as constituted on the date hereof. On the exercise of options granted under the Plan, holders who are U.S. Citizens will receive common voting shares of the Corporation and holders who are not U.S Citizens will receive variable voting shares of the Corporation.

ARTICLE 2

SHARE OPTION PLAN

2.1 The Plan. The Plan is hereby established for certain directors, officers, employees and Consultants of the Corporation and of Designated Affiliates.

2.2 Participants. Participants in the Plan shall be bona fide directors, officers, employees and Consultants of the Corporation or any of its Designated Affiliates (including officers thereof, whether or not directors) who, by the nature of their positions or jobs are, in the opinion of the Board of Directors, upon the recommendation of the CEO of the Corporation, in a position to contribute to the success of the Corporation. At the request of any Participant, options granted to such Participant may be issued to and registered in the name of a personal holding company controlled by such Participant the shares of which are held directly by the Participant (“Holding Company”) or to a registered retirement savings plan established for the sole benefit of such Participant (“RRSP”) and, in such event, the provisions of this Plan shall apply to such options mutatis mutandis as though they were issued to and registered in the name of the Participant.

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2.3 Maximum Number of Voting Shares. The number of Voting Shares issuable pursuant to options to purchase Voting Shares granted pursuant to the Plan, together with all other Security-Based Compensation Arrangements of the Corporation, shall not exceed 5,460,000 at the time of any stock option grant, subject to any adjustments made pursuant to section 2.11.

2.4 Limitations on Stock Option Grants

(a) The aggregate number of Voting Shares issuable to any one Consultant shall not, within a one year period, exceed 2% of the number of Voting Shares outstanding immediately prior to the grant of any such option.

(b) The aggregate number of Voting Shares issuable to all individuals and companies retained in Investor Relations Activities shall not, within a one year period, exceed 2% of the number of Voting Shares outstanding immediately prior to the grant of any such option.

2.5 Price. The exercise price per Voting Share shall be determined by the Board of Directors at the time the option is granted, but such price shall not be less than the closing price of the Voting Shares on the Exchange on the last trading day preceding the date on which the grant of the option is approved by the Board of Directors. In the event that the Voting Shares are not listed and posted for trading on any stock exchange or other quotation system, the exercise price shall be the fair market value of the Voting Shares as determined by the Board of Directors in its sole discretion.

2.6 Vesting. The issuance of options under the Plan will be subject to the vesting periods, if any, as determined by the Board of Directors in its discretion; provided, however, that any options issued to Consultants performing Investor Relations Activities must vest in stages over a period of not less than 12 months with no more than 1/4 of the options vesting in any three month period, or as otherwise required by the Exchange. No acceleration of vesting provisions will be permitted on any options issued to Consultants performing Investor Relations Activities without the prior approval of the Exchange.

2.7 Lapsed Options. In the event that options granted under the Plan terminate or expire without being exercised in whole or in part in accordance with the terms of the Plan, the Voting Shares reserved for issuance but not purchased under such lapsed options shall be available for subsequent options to be granted under the Plan.

2.8 Consideration, Option Period and Payment.

(a) The period during which options may be exercised shall be determined by the Board of Directors, in its discretion, to a maximum of ten years from the date the option is granted (the “Option Period”), except as the Option Period may be extended with respect to any option that expires within a Blackout Period and except as the Option Period may be reduced with respect to any option as provided in Sections 2.9 and 2.10 hereof respecting termination of employment or death of the Participant or amended from time to time by the Board of Directors, in its discretion, subject to the approval of any stock exchange or regulatory requirements.

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(b) In the event that options granted under the Plan expire within a Blackout Period, the expiration date of the Option Period relating to such options shall automatically be extended to such date that is ten (10) business days after the expiry of the applicable Blackout Period. Notwithstanding the foregoing, the automatic extension of any Option Period shall not be permitted where the Participant or the Corporation is subject to a cease trade order (or similar order under securities laws) in respect of the Corporation’s securities. Furthermore, the automatic extension of any Option Period shall not be permitted where Participants are subject to United States federal income taxation, and such extension would result in an impermissible extension of the Expiry Date under section 409A of the U.S. Internal Revenue Code.

(c) Subject to any other provision of this Plan, and in particular the vesting provisions set forth in Section 2.6 hereof, an option may be exercised from time to time during the Option Period, subject to vesting limitations by delivery to the Corporation at its registered office of a written notice of exercise addressed to the Secretary of the Corporation specifying the number of Voting Shares with respect to which the option is being exercised and accompanied by payment in full of the exercise price therefor. Certificates for such Voting Shares shall be issued and delivered to the Participant as soon as practicable following receipt of such notice and payment.

(d) Except as set forth in Sections 2.9 and 2.10 hereof, no option may be exercised unless the Participant is, at the time of such exercise, a director, officer, employee or Consultant of the Corporation or any of its Designated Affiliates and shall have been continuously a director, officer, employee or Consultant since the grant of his or her option. Absence on leave with the approval of the Corporation or a Designated Affiliate shall not be considered an interruption of employment for purposes of the Plan.

(e) The exercise of any option will be contingent upon receipt by the Corporation of cash payment of the full exercise price of the Voting Shares, which are the subject of the exercised option. No Participant or his or her legal representatives, legatees or distributees will be, or will be deemed to be, a holder of any Voting Shares with respect to which he or she was granted an option under the Plan, unless and until certificates for such Voting Shares are issued to him or her under the terms of the Plan.

(f) Notwithstanding any other provision of this Plan or in any option granted to a Participant, the Corporation shall not be obligated to issue or deliver Voting Shares to a Participant upon the exercise of any option or take other actions under the Plan until the Corporation shall have determined that applicable federal and state laws, rules, and regulations have been complied with and such approvals of any stock exchange, regulatory or governmental agency have been obtained and contractual

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obligations to which the grant of the option exercisable for such Voting Shares may be subject have been satisfied. In particular, the Corporation, in its discretion, may postpone the issuance or delivery of Voting Shares under any option until:

(i) completion of such stock exchange listing or registration or other qualification of such Voting Shares or obtaining approval of such regulatory authorities as the Corporation shall determine to be necessary or advisable in connection with the authorization, issuance or sale thereof; and

(ii) the receipt from the Participant of such information, representations, warranties, agreements and undertakings, including as to future dealings in such Voting Shares, as the Corporation or its counsel determines to be necessary or advisable in order to ensure compliance with all applicable securities laws.

(g) An option may be exercised at any time after the date the option has been granted, subject to any vesting provisions attaching thereto, up to 5:00 p.m. (Vancouver time) on the last day of the Option Period and shall not be exercisable thereafter.

2.9 Termination of Employment and Cessation of Investor Relations Activities. Subject to the next following sentence, if a Participant shall cease to be:

(a) a director or Consultant of the Corporation or any of its Designated Affiliates (and is not or does not continue to be an employee thereof for any reason other than death); or

(b) an officer or employee of the Corporation or any of its Designated Affiliates (and is not or does not continue to be a director thereof) for any reason (other than death) or shall receive notice from the Corporation or any of its Designated Affiliates of the termination of his or her employment;

(collectively, “Termination”) he or she or it may, but only within 90 days next succeeding such Termination, exercise his or her or its options to the extent that he or she or it was entitled to exercise such options at the date of such Termination; provided that in no event shall such right extend beyond the Option Period. If a Participant is terminated for Cause, his or her options shall expire immediately. This section is subject to any agreement with any Participant with respect to the rights of such Participant upon Termination or Change in Control of the Corporation.

In the case of an employee or Consultant engaged in Investor Relations Activities, he or she or it may, but only within 30 days next succeeding such employee or Consultant ceasing to be employed or engaged to provide Investor Relations Activities (a “Cessation”), exercise his or her or its options to the extent that he or she or it was entitled to exercise such options at the date of such Cessation; provided that in no event shall such right extend beyond the Option Period. If a Participant is terminated for cause, his or her options shall expire immediately. This section is subject to any agreement with any Participant with respect to the rights of such Participant upon Termination or Change in Control of the Corporation.

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2.10 Death of Participant. In the event of the death of a Participant who is a director or Consultant of the Corporation or any of its Designated Affiliates or who is an officer or employee having been continuously in the employ of the Corporation or any of its Designated Affiliates, the options theretofore granted to him or her shall be exercisable within the one year next succeeding such death and then only:

(a) by the person or persons to whom the Participant’s rights under the options shall pass by the Participant’s will or the laws of descent and distribution; and

(b) to the extent that he or she was entitled to exercise the options at the date of his or her death, provided that in no event shall such right extend beyond the Option Period.

2.11 Adjustment in Shares Subject to the Plan. In the event that:

(a) there is any change in the Voting Shares of the Corporation through subdivisions or consolidations of the share capital of the Corporation, or otherwise;

(b) the Corporation declares a dividend on Voting Shares payable in Voting Shares or securities convertible into or exchangeable for Voting Shares; or

(c) the Corporation issues Voting Shares, or securities convertible into or exchangeable for Voting Shares, in respect of, in lieu of, or in exchange for, existing Voting Shares,

the number of Voting Shares available for option, the Voting Shares subject to any option, and the option price thereof, shall be adjusted appropriately by the Board of Directors in its sole discretion and such adjustment shall be effective and binding for all purposes of the Plan.

2.12 Change in Control. Unless otherwise determined by the Board, or unless otherwise provided in the Participant’s agreement with the Corporation or its related entity, or in the Option Agreement, if a Change in Control shall conclusively be deemed to have occurred and either one of the following occurs:

(a) upon a Change in Control the surviving corporation (or any related entity thereof) or the potential successor (or any related entity thereto) fails to “continue or assume” the obligations with respect to each option or fails to provide for the “conversion or replacement” of each option with an equivalent option that satisfies the criteria set forth in Section 2.13(a) or 2.13(b); or

(b) in the event that the options were “continued or assumed”, or “converted or replaced” as contemplated in 2.13, during the two-year period following the effective date of a Change in Control, the Participant’s employment or engagement is terminated as contemplated in Section 2.9 or 2.10.

then there shall be immediate full vesting and redemption of each outstanding option.

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2.13 Interpretation. For the purposes of interpretation of Section 2.12:

(a) the obligations with respect to each Participant shall be considered to have been “continued or assumed” by the surviving corporation (or any related entity thereto) or the potential successor (or any related entity thereto), if each of the following conditions are met, which determination shall be made solely in the discretionary judgment of the Board, which determination may be made in advance of the effective date of a particular Change in Control and shall be final and binding:

(i) the Voting Shares remain publicly held and widely traded on an established stock exchange; and

(ii) the terms of the Plan and each option are not materially altered or impaired without the consent of the Participant; and

(b) the obligations with respect to each option shall be considered to have been “converted or replaced” with an equivalent option by the surviving corporation (or any related entity thereto) or the potential successor (or any related entity thereto), if each of the following conditions are met, which determination shall be made solely in the discretionary judgment of the Board, which determination may be made in advance of the effective date of a particular Change in Control and shall be final and binding:

(i) each option is converted or replaced with a replacement option in a manner that qualifies under subsection 7(1.4) of the Income Tax Act (Canada) in the case of a Participant that is a Canadian Taxpayer (or that complies with Code Section 409A in the case of a Participant that is a US Taxpayer, to the extent applicable) on all or any portion of the benefit arising in connection with the grant, exercise and/or other disposition of such option;

(ii) the converted or replaced option preserves the existing value of each underlying option being replaced, contains provisions for scheduled vesting and treatment on termination of employment (including with respect to termination for Cause or constructive dismissal) that are no less favourable to the Designated Participant than the underlying option being replaced, and all other terms of the converted option or replacement option (but other than the security and number of shares represented by the continued option or replacement option) are substantially similar to the underlying option being converted or replaced; and

(iii) the security represented by the converted or replaced option is of a class that is publicly held and widely traded on an established stock exchange.

2.14 Discretion to Accelerate Options. Notwithstanding Section 2.12, in the event of a Change in Control, the Board may accelerate the dates upon which any or all outstanding options shall vest and be exercised, without regard to whether such options have otherwise vested in accordance with their terms and such acceleration may or may not be conditional upon completion of the Change in Control event.

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2.15 Options Need Not be Treated Identically. In taking any of the actions contemplated by this Plan, the Board shall not be obligated to treat all options held by any Participant, or all options in general, identically.

2.16 Record Keeping. The Corporation shall maintain a register in which shall be recorded:

(a) the name and address of each Participant in the Plan; and

(b) the number of options granted to a Participant and the aggregate number of options outstanding, the exercise price and the expiry date (the “Expiry Date”) thereof.

2.17 Option Agreements. All options granted pursuant to the Plan shall be evidenced by written agreements between the Corporation and each Participant to whom options are granted hereunder in the form attached hereto as Appendix “A” (“Option Agreements”) and containing such terms and conditions, not inconsistent with the provisions of the Plan, as may be established by the Board of Directors, including the following:

(a) subject to and in accordance with the provisions of Section 2.4 hereof, the number of options covered by any grant of options and the number of Voting Shares which such options shall entitle the Participant the right to purchase;

(b) subject to and in accordance with the provisions of Section 2.5, the price of the Voting Shares covered by any option, stated and payable in Canadian dollars; and

(c) subject to and in accordance with the provisions of Section 2.8, the Option Period.

2.18 Tax Withholding. The Corporation may withhold from any amount payable to a Participant, either under this Plan or otherwise, such amount as may be necessary to enable the Corporation to comply with the applicable requirements of any federal, provincial, state or local law, or any administrative policy of any applicable tax authority, relating to the withholding of tax or any other required deductions with respect to grants hereunder (“Withholding Obligations”). The Corporation shall also have the right in its discretion to satisfy any liability for any Withholding Obligations by selling, or causing a broker to sell, on behalf of any Participant such number of Voting Shares issued to the Participant sufficient to fund the Withholding Obligations (after deducting commissions payable to the broker), or retaining any amount payable which would otherwise be delivered, provided or paid to the Participant hereunder. The Corporation may require a Participant, as a condition to exercise of an Option, to make such arrangements as the Corporation may require so that the Corporation can satisfy applicable Withholding Obligations, including, without limitation, requiring the Participant to (i) remit the amount of any such Withholding Obligations to the Corporation in advance; (ii) reimburse the Corporation for any such Withholding Obligations; or (iii) cause a broker who sells Voting Shares acquired by the Participant under the Plan on behalf of the Participant to withhold from the proceeds realized from such sale the amount required to satisfy any such Withholding Obligations and to remit such amount directly to the Corporation.

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Any Voting Shares of a Participant that are sold by the Corporation, or by a broker engaged by the Corporation (the “Broker”), to fund Withholding Obligations will be sold as soon as practicable in transactions effected on the Exchange. In effecting the sale of any such Voting Shares, the Corporation or the Broker will exercise its sole judgement as to the timing and manner of sale and will not be obligated to seek or obtain a minimum price. Neither the Corporation nor the Broker will be liable for any loss arising out of any sale of such Voting Shares including any loss relating to the manner or timing of such sales, the prices at which the Voting Shares are sold or otherwise. In addition, neither the Corporation nor the Broker will be liable for any loss arising from a delay in transferring any Voting Shares to a Participant. The sale price of Voting Shares sold on behalf of Participants will fluctuate with the market price of the Corporation’s shares and no assurance can be given that any particular price will be received upon any such sale.

ARTICLE 3

GENERAL

3.1 Assignability and Transferability. The benefits, rights and options accruing to any Participant in accordance with the terms and conditions of the Plan shall not be assignable or transferable by the Participant except (i) from the Participant to his or her Holding Company or RRSP or from a Holding Company or RRSP to the Participant and, in either such event, the provisions of this Plan shall apply mutatis mutandis as though they were originally issued to and registered in the name of the Participant, or (ii) as otherwise specifically provided herein. During the lifetime of a Participant, all benefits, rights and options shall only be exercised by the Participant or by his or her guardian or legal representative.

3.2 Employment. Nothing contained in the Plan shall confer upon any Participant any right with respect to employment or continuance of employment with the Corporation or any Affiliate, or interfere in any way with the right of the Corporation or any Affiliate to terminate the Participant’s employment at any time. Participation in the Plan by a Participant shall be voluntary.

3.3 Delegation to Compensation Committee. All of the powers exercisable by the Board of Directors under the Plan may, to the extent permitted by applicable law and authorized by resolution of the Board of Directors of the Corporation, be exercised by a Compensation Committee of not less than three (3) directors. The members of any such Compensation Committee shall not be employees of the Corporation.

3.4 Administration of the Plan. The Board of Directors of the Corporation shall administer the Plan. The Board of Directors shall be authorized to interpret and construe the Plan and may, from time to time, establish, amend or rescind rules and regulations required for carrying out the purposes, provisions and administration of the Plan and determine the Participants to be granted options, the number of Voting Shares covered thereby, the exercise price therefor and the time or times when they may be exercised. Any such interpretation or construction of the Plan shall be final and conclusive. The Corporation shall pay all administrative costs of the Plan. The senior officers of the Corporation are hereby authorized and directed to do all things and execute and deliver all instruments, undertakings and applications and writings as they, in their absolute discretion, consider necessary for the implementation of the Plan and of the rules and regulations established for administering the Plan.

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3.5 Amendment, Modification or Termination of the Plan. Subject to Section 3.3, the Board of Directors reserves the right to amend, modify or terminate the Plan at any time if and when it is advisable in the absolute discretion of the Board of Directors. However, any amendment of the Plan which would materially:

(a) increase the benefits under the Plan;

(b) increase the number of Voting Shares which may be issued under the Plan;

(c) modify the requirements as to the eligibility for participation in the Plan;

(d) modify the limitations on the number of options that may be granted to any one person or category of persons under the Plan;

(e) modify the method for determining the exercise price of options granted under the Plan;

(f) increase the maximum Option Period; or

(g) modify the expiry and termination provisions applicable to options granted under the Plan

shall be effective only upon the approval of the shareholders of the Corporation. Any amendment to any provision of the Plan shall be subject to any necessary approvals by the Exchange or other regulatory body having jurisdiction over the securities of the Corporation.

Disinterested shareholder approval shall be obtained for any reduction in the exercise price per Voting Share if the Participant is an Insider of the Corporation at the time of the proposed amendment.

3.6 No Representation or Warranty. The Corporation makes no representation or warranty as to the future market value of any Voting Shares issued in accordance with the provisions of the Plan.

3.7 Governing Law. This Plan shall be governed by and construed in accordance with the laws of the Province of British Columbia.

3.8 Approval and Effective Date. This Plan shall be effective as of the date it is approved by the Board of Directors and any regulatory body having jurisdiction over the securities of the Corporation.

3.9 Compliance with Applicable Law. If any provision of the Plan or any Option Agreement contravenes any law or any order policy, by-law or regulation of any regulatory body or Exchange having authority over the Corporation or the Plan, then such provision shall be deemed to be amended to the extent required to bring such provision into compliance therewith.

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3.10 Rights of Participant. A Participant shall have no rights whatsoever as a shareholder of the Corporation in respect of any of the unexercised options (including, without limitation, voting gifts or any right to receive dividends, warrants or rights under any rights offering).

3.11 Conflict. In the event of any conflict between the provisions of this Plan and an Option Agreement, the provisions of this Plan shall govern.

3.12 Time of Essence. Time is of the essence of this Plan and each Option Agreement. No extension of time will be determined to be or to operate as a waiver thereof.

3.13 Compliance with U.S. Laws. As a condition to the exercise of an option, the Corporation may require the Participant to represent and warrant in writing at the time of such exercise that the Voting Shares are being purchased only for investment and without any then- present intention to sell or distribute such Voting Shares. At the option of the Corporation, a stop-transfer order against such Voting Shares may be placed on the stock books and records of the Corporation, and a legend indicating that the stock may not be pledged, sold or otherwise transferred unless an opinion of counsel is provided stating that such transfer is not in violation of any applicable law or regulation, may be stamped on the certificates representing such Voting Shares in order to assure an exemption from registration. The Corporation may require such other documentation as may from time to time be necessary to comply with United States’ federal and state laws. The Corporation has no obligation to undertake registration of options or the Voting Shares issuable upon the exercise of the options. In order to comply with all applicable federal or state income tax laws or regulations, the Corporation may take such action as it deems appropriate to ensure that all applicable U.S. federal or state payroll, withholding, income or other taxes that are the sole and absolute responsibility of a U.S. Participant are withheld or collected from such U.S. Participant.

3.14 Entire Agreement. This Plan and each Option Agreement set out the entire agreement between the Corporation and the Participant to which any particular Option Agreement relates relative to the subject matter hereof and supercedes all prior agreements, undertakings and understandings, whether oral or written.

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APPENDIX “A”

INCENTIVE STOCK OPTION AGREEMENT

THIS INCENTIVE STOCK OPTION AGREEMENT is made effective ◆.

BETWEEN:

◆

of◆

(hereafter referred to as the “Optionee”)

AND:

GLOBAL CROSSING AIRLINES GROUP INC., a company duly formed under the laws of Canada and having an office at Building 5A, 4200 NW 36th Street, MIA Int’l Airport, Miami, FL 33166 USA

(hereafter referred to as the “Corporation”)

WHEREAS:

A. The Corporation wishes to grant to the Optionee an option to purchase Voting Shares in the capital of the Corporation;

B. The Optionee is eligible to receive an option by virtue of being, as defined by the TSX Venture Exchange (the “Exchange”), one or more of (i) a Director (which includes a director, senior officer and “Management Company Employee”), (ii) an Employee, or (iii) a Consultant (which includes a “Consultant Company”), of either the Corporation or a subsidiary thereof (any person so being eligible to receive an option being hereafter referred to as an “Eligible Person”);

C. The Optionee acknowledges and agrees that the Option is an incentive mechanism and that the Optionee was not induced to participate in the grant and receipt of the Option (as defined below) by expectation of appointment or continued appointment, employment or continued employment, or engagement or continued engagement to provide services, as the case may be, by the Corporation.

NOW THEREFORE this Agreement witness that in consideration of $1.00 given by each party to the other and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Option Plan Governs. The Optionee acknowledges and agrees that Option (as hereafter defined) is being granted pursuant to the terms of the Corporation’s Stock Option Plan in effect from time to time. In the event of an inconsistency between the terms hereof and the terms of the Corporation’s Stock Option Plan, the terms of the Corporation’s Stock Option Plan shall govern. Capitalized terms used in this Agreement but not defined herein have the meaning given to such terms in the Corporation’s Stock Option Plan.

2. Option Terms. The Corporation hereby grants to the Optionee an option (the “Option”) to purchase, from time to time, a total of ◆ common voting shares or variable voting shares (the “Voting Shares”) in the capital of the Corporation, as constituted on the date hereof, at an exercise price of $◆ per Voting Share, until 5:00 p.m. Vancouver Time (the “Expiry Time”) on ◆ (the “Expiry Date”). Holders who are U.S. Citizens will receive common voting shares of the Corporation and holders who are not U.S. Citizens will receive variable voting shares of the Corporation.

3. Vesting. The options shall vest and accordingly become exercisable by the Optionee every ◆ months, in 4 equal instalments, over a period of ◆ months, with one-fourth of the Option vesting on the day which is ◆ months after the effective date of this Option Agreement, and each additional one-fourth of the Option vesting every ◆ months thereafter.

4. Transferability; Hold Period. The Option is personal to the Optionee and may not be assigned or otherwise transferred in whole or in part except as set out in the Stock Option Plan. The Optionee acknowledges and agrees that the Voting Shares may be subject to a hold period imposed under applicable securities laws or by the Exchange of four months and a day from the effective date of the grant of the Option, and that certificates representing the Voting Shares will bear a legend to this effect if applicable.

5. Early Termination. The Option shall terminate in accordance with the terms of the Stock Option Plan.

6. Exercise Procedure. To exercise the Option in whole or in part, the Optionee shall, prior to the Expiry Time on the Expiry Date (and subject to section 5), give to the Corporation:

(a) a written notice of exercise addressed to the Corporate Secretary of the Corporation, in the form set out in Schedule “A” hereto, specifying the number of Voting Shares with respect to which the Option is being exercised and making the election with respect to the Withholding Obligations;

(b) a certified cheque or bank draft made payable to the Corporation for the aggregate exercise price for the number of Voting Shares with respect to which the Option is being exercised, and the Withholding Obligations (if applicable);

(c) documents containing such representations, warranties, agreements and undertakings, including such as to the Optionee’s future dealings in the Voting Shares, as counsel to the Corporation reasonably determines to be necessary or advisable in order to comply with or safeguard against the violation of the laws of any jurisdiction.

7. Exchange Matters. The Optionee and the Corporation represent and warrant to each other that the Optionee:

(a) is a director or senior officer of the Corporation;

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(b) is a bona fide Management Company Employee of the Corporation, which is defined as being an individual employed by a person providing management services to the Corporation which are required for the ongoing successful operation of the business enterprise of the Corporation, but excluding a person engaged in Investor Relations Activities; OR

(c) is a bona fide Employee of the Corporation, which is defined as being:

(i) an individual who is considered an employee of the Corporation or its subsidiaries under the Income Tax Act (Canada) (i.e. for whom income tax, employment insurance and CPP deductions must be made at source); or

(ii) an individual who works full-time for the Corporation or its subsidiaries providing services normally provided by an employee and who is subject to the same control and direction by the Corporation over the details and methods of work as an employee of the Corporation, but for whom income tax deductions are not made at source; or

(iii) an individual who works for the Corporation or its subsidiaries on a continuing and regular basis for a minimum of hours per week providing services normally provided by an employee and who is subject to the same control and direction by the Corporation over the details and methods of work as an employee of the Corporation, but for whom income tax deductions are not made at source; OR

(d) is a bona fide Consultant of the Corporation, which is defined as being, in relation to the Corporation, an individual or Consultant Company that:

(i) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Corporation or an affiliate thereof, other than services provided in relation to a distribution of securities;

(ii) provides the services under a written contract between the Corporation or an affiliate thereof and the individual Consultant or Consultant Company;

(iii) spends or will spend a significant amount of time and attention on the business and affairs of the Corporation or an affiliate thereof; and

(iv) has a relationship with the Corporation or an affiliate thereof that enables the individual to be knowledgeable about the business and affairs of the Corporation.

8. Securities Act Matters. The Optionee represents and warrants to the Corporation that the Optionee [tick appropriate box]:

☐ (a)         is a director of the Corporation or a related entity thereof;

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☐ (b) is an executive officer of the Corporation or a related party thereof, which is defined as being, for the Corporation or a related entity thereof, an individual who:

(i) is a chair, vice-chair or president;

(ii) is a vice-president in charge of a principal business unit, division or function including sales, finance or production;

(iii) is an officer of the Corporation or any of its subsidiaries and who performs a policy-making function in respect of the Corporation; or

(iv) is performing a policy making function in respect of the Corporation; OR

☐ (c) an employee of the Corporation or a related entity thereof; OR

☐ (d) a consultant of the Corporation or a related party thereof, which is defined as being, for the Corporation or a related party thereof, a person, other than a director, executive officer or employee of the Corporation or a related entity thereof, that:

(i) is engaged to provide services to the Corporation or a related entity thereof, other than services provided in relation to a distribution of securities;

(ii) provides the services under a written contract with the Corporation or a related entity thereof; and

(iii) spends or will spend a significant amount of time and attention on the business and affairs of the Corporation or a related party thereof,

and includes,

(iv) for an individual consultant, a corporation of which the individual consultant is an employee or shareholder, and a partnership of which the individual consultant is an employee or partner, and

(v) for a consultant that is not an individual, an employee, executive officer, or director of the consultant, provided that the individual employee, executive officer, or director spends or will spend a significant amount of time and attention on the affairs and business of the issuer or a related entity of the Corporation; OR

☐ (e) the Optionee is otherwise qualified (other than pursuant to section 2.24 of NI45- 106) or the circumstances are such that the distribution of the Option by the Corporation to the Optionee is exempt from the prospectus and registration requirements of applicable securities laws, and the Optionee further agrees to

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provide to the Corporation all such certificates, instruments and other documents to evidence such exemption as counsel to the Corporation reasonably determines to be necessary or advisable in order to ensure compliance with or safeguard against the violation of the securities laws of any jurisdiction.

9. If not an Individual. If the Optionee is not an individual, it is either (i) a Consultant Company or (ii) a company or other form of entity wholly owned by Eligible Persons; and the Optionee hereby agrees to complete and submit to the Corporation for filing with the Exchange a Form 4F: Certification and Undertaking Required from a Company Granted an Incentive Stock Option, and further represents and warrants to the Corporation that the information and certifications in such Form 4F are complete and true and accurate in all respects, and further covenants to the Corporation that it will comply with all covenants, conditions and undertakings is such Form 4F in all respects.

10. Exchange Approval. The grant of the Option and any amendment hereto shall be subject to the prior approval of the Exchange, including any requirement for shareholder approval. The Optionee acknowledges and agrees that the Option shall not be exercisable, or exercisable on such amended terms, as the case may be, until such approval of the Exchange and, if required, the Corporation’s shareholders, is obtained in accordance with the policies of the Exchange. If such approval of the Exchange and, if required, the Corporation’s shareholders, is not obtained, then the Option and this Agreement, or the amendment hereof, as the case may be, shall be null and void and of no further force or effect as of the date hereof, or the date of amendment, as the case may be.

11. Capital Adjustments. In the event that there is any change in the Voting Shares of the Corporation through the declaration of stock dividends, stock splits, consolidations, exchanges of shares, or otherwise, the number of Voting Shares subject to Option and the exercise price of the Option shall be adjusted in accordance with the terms of the Stock Option Plan.

12. Collection and Use of Personal Information. The Optionee expressly acknowledges, consents and agrees to the Corporation collecting, using and releasing personal information regarding the Optionee and this Agreement for the purpose of completing the transactions contemplated by this Agreement, including but not limited to the Optionee’s name, address and principals, the number of options granted to the Optionee, the status of the Optionee as a Director, senior officer, Management Company Employee, Employee, Consultant, Investor Relations Provider or as otherwise represented herein, and any and all other information necessary or incidental to the transactions contemplated herein, including but not limited to that provided in any Form 4F. The purpose of the collection, use and disclosure of the personal information is to ensure that the Corporation and its advisors will be able to grant the Option to the Optionee in compliance with applicable corporate, securities and other laws, and to obtain the information required to be filed with the Exchange and other authorities under applicable Exchange requirements, securities laws and other laws. In addition, the Optionee expressly acknowledges, consents and agrees to the collection, use and disclosure of all such personal information by the Exchange and other authorities in accordance with their requirements, including the provision of all such personal information to their agents and third party service providers, from time to time.

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The contact information for the officer of the Corporation who can answer questions about this collection of information by the Corporation is as follows:

Ryan Goepel

Chief Financial Officer of Global Crossing Airlines Group Inc.

Building 5A • 4200 NW 36th Street • MIA Int’l Airport, Miami, FL 33166 USA

Tel: 305-869-4780

13. General.

(a) The Optionee agrees to comply with the provisions of applicable Exchange requirements and securities laws in connection with the exercise, holding and disposition of any Voting Shares or other property or securities acquired pursuant to the exercise of the Option.

(b) This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. The parties shall execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the intent of this Agreement.

(c) No modification of this Agreement or waiver of any provision hereof shall be valid unless made in writing and signed by the parties hereto. No waiver of any provision of this Agreement shall operate as a waiver of any other provision hereof or operate as a continuing waiver unless such is expressly provided for in writing.

(d) This Agreement shall enure to the benefit of and be binding upon the parties hereto and upon their successors or assigns.

(e) This Agreement shall be construed in accordance with and governed by the laws of British Columbia and the laws of Canada applicable therein, and for the purposes of all legal proceedings, the parties hereby irrevocably agree that the courts of British Columbia shall have exclusive jurisdiction.

(f) Words importing the singular number shall include the plural and vice versa. Words importing individuals shall include corporations, partnerships, proprietorships, trusts and other forms of legal entities and vice versa. Words importing gender shall include the other gender; words importing gender shall include the neuter and vice versa. Words importing a particular form of legal entity includes all other forms of legal entities interchangeably.

(g) This Agreement may be executed and delivered in two or more counterparts and by facsimile. Each such counterpart and facsimile shall be deemed to form one and the same and an originally executed instrument, bearing the date set forth on the face page hereof notwithstanding the date of execution or delivery.

IN WITNESS WHEREOF the parties hereto have executed this Agreement effective as of the date first above written.

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GLOBAL CROSSING AIRLINES GROUP INC..
Per:
Authorized Signatory
WITNESSED BY:	)
	)
	)
Name	)
	)
	)
Address	)	◆
	)
	)
Occupation	)

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Schedule “A”

NOTICE OF ELECTION TO EXERCISE OPTION

Date:                                                          

Global Crossing Airlines Group Inc.

Building 5A

4200 NW 36th Street

MIA Int’l Airport

Miami, FL 33166 USA

Attention: Chief Financial Officer

Dear Sirs:

Pursuant to the provisions of the Option Agreement dated                             , pursuant to which I was granted an option to purchase Voting Shares in the capital of Global Crossing Airlines Group Inc. (the “Corporation”), I elect to exercise my option to purchase                                                                       of the                                                                                   Voting Shares covered by such Notice at the Exercise Price specified therein. Attached is the full payment of such price in the amount of CAD                                                           dollars.

(CAD $                                                  ).

Please register the shares as follows:

Name in full and Address

I hereby:

☐ (a) direct the Corporation on my behalf to sell all Voting Shares issued upon exercise of these options and to deduct from the net proceeds therefrom the aggregate Exercise Price and the amount of the estimated Withholding Obligation (as defined in the Plan) and to remit the balance to me, all in accordance with Section 2.18 of the Plan; or

☐ (b) direct the Corporation on my behalf to sell sufficient Voting Shares issued upon exercise of these options to satisfy the aggregate Exercise Price and the amount of the estimated Withholding Obligation and to remit to me any net proceeds therefrom in excess of the aggregate Exercise Price and estimated Withholding Obligation together with the balance of the Voting Shares issued upon exercise of these options; or

☐ (c) enclose a certified cheque payable to Global Crossing Airlines Group Inc. for the aggregate Exercise Price plus the amount of the estimated Withholding Obligation.

[Signature Page Follows]

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Yours truly,

Signature

Name (please print)

Address

Social Insurance No. (SIN):                                     

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EX-10.19

Exhibit 10.19

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF CANADA JETLINES LTD. (THE “COMPANY”) THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S (“REGULATION S”) UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, A LEGAL OPINION SATISFACTORY TO THE COMPANY MUST FIRST BE PROVIDED TO COMPUTERSHARE INVESTOR SERVICES INC.

THESE SECURITIES MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON CANADIAN STOCK EXCHANGES. IF THE COMPANY IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S AT THE TIME OF TRANSFER PURSUANT TO RULE 904 OF REGULATION S, A NEW CERTIFICATE, BEARING NO LEGEND, MAY BE OBTAINED FROM COMPUTERSHARE INVESTOR SERVICES INC.. UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO COMPUTERSHARE INVESTOR SERVICES INC. AND THE COMPANY AND, IF SO REQUIRED BY COMPUTERSHARE INVESTOR SERVICES INC., AN OPINION OF COUNSEL, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT”;

THIS INCENTIVE STOCK OPTION AGREEMENT (“OPTION”) AND THE SHARES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS OPTION MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON OR PERSON IN THE UNITED STATES AND THE UNDERLYING SHARES MAY NOT BE DELIVERED WITHIN THE UNITED STATES UNLESS THE OPTION AND THE UNDERLYING SHARES HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE, AND THE HOLDER HAS DELIVERED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO SUCH EFFECT. “UNITED STATES” AND “U.S. PERSON” ARE USED HEREIN AS SUCH TERMS ARE DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.

INCENTIVE STOCK OPTION AGREEMENT

THIS INCENTIVE STOCK OPTION AGREEMENT is made effective [•], 2021

BETWEEN:

[• NAME]

[• ADDRESS]

(hereafter referred to as the “Optionee”)

AND:

GLOBAL CROSSING AIRLINES GROUP INC., a company duly existing under the laws of the Province of British Columbia

(hereafter referred to as the “Issuer”)

WHEREAS:

A. The Issuer wishes to grant to the Optionee an option to purchase Voting Shares in the capital of the Issuer;

B. The Optionee is eligible to receive an option by virtue of being, as defined by the TSX Venture Exchange (the “Exchange”), one or more of (i) a Director (which includes a director, senior officer and “Management Company Employee”), (ii) an Employee, or (iii) a Consultant (which includes a “Consultant Company”), of either the Issuer or a subsidiary thereof (any person so being eligible to receive an option being hereafter referred to as an “Eligible Person”);

C. The Optionee acknowledges and agrees that the Option is an incentive mechanism and that the Optionee was not induced to participate in the grant and receipt of the Option (as defined below) by expectation of appointment or continued appointment, employment or continued employment, or engagement or continued engagement to provide services, as the case may be, by the Issuer.

NOW THEREFORE this Agreement witness that in consideration of $1.00 given by each party to the other and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Option Plan Governs. The Optionee acknowledges and agrees that Option (as hereafter defined) is being granted pursuant to the terms of the Issuer’s Stock Option Plan in effect from time to time. In the event of an inconsistency between the terms hereof and the terms of the Issuer’s Stock Option Plan, the terms of the Issuer’s Stock Option Plan shall govern. Capitalized terms used in this Agreement but not defined herein have the meaning given to such terms in the Issuer’s Stock Option Plan.

2. Option Terms. The Issuer hereby grants to the Optionee an option (the “Option”) to purchase, from time to time, a total of [•] common voting shares or variable voting shares (the “Voting Shares”) in the capital of the Issuer, as constituted on the date hereof, at an exercise price of CAD$[•] per Voting Share, until 5:00 p.m. Vancouver Time (the “Expiry Time”) on [•] (the “Expiry Date”). Holders who are United States citizens will receive common voting shares of the Issuer and holders who are not United States citizens will receive variable voting shares of the Issuer.

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3. Vesting. The options shall vest and accordingly become exercisable by the Optionee in three equal instalments, over a period of 24 months, with one-third of the Option vesting on [• - Date of Grant], one-third of the Option vesting on [• -12 months after Date of Grant] and one third of the Option vesting on [• - 24 months after Date of Grant].

4. Transferability; Hold Period. The Option is personal to the Optionee and may not be assigned or otherwise transferred in whole or in part except as set out in the Stock Option Plan. The Optionee acknowledges and agrees that the Voting Shares may be subject to a hold period imposed under applicable securities laws or by the Exchange of four months and a day from the effective date of the grant of the Option, and that certificates representing the Voting Shares will bear a legend to this effect if applicable.

5. Early Termination. The Option shall terminate in accordance with the terms of the Stock Option Plan.

6. Exercise Procedure. To exercise the Option in whole or in part, the Optionee shall, prior to the Expiry Time on the Expiry Date (and subject to section 5), give to the Issuer:

(a) a written notice of exercise addressed to the Vice President, Legal & Corporate Secretary of the Issuer, in the form set out in Schedule “A” hereto, specifying the number of Voting Shares with respect to which the Option is being exercised and making the election with respect to the Withholding Obligations;

(b) a certified cheque or bank draft made payable to the Issuer for the aggregate exercise price for the number of Voting Shares with respect to which the Option is being exercised, and the Withholding Obligations (if applicable);

(c) documents containing such representations, warranties, agreements and undertakings, including such as to the Optionee’s future dealings in the Voting Shares, as counsel to the Issuer reasonably determines to be necessary or advisable in order to comply with or safeguard against the violation of the laws of any jurisdiction.

7. Exchange Matters. The Optionee and the Issuer represent and warrant to each other that the Optionee:

(a) is a director or senior officer of the Issuer;

(b) is a bona fide Management Company Employee of the Issuer, which is defined as being an individual employed by a person providing management services to the Issuer which are required for the ongoing successful operation of the business enterprise of the Issuer, but excluding a person engaged in Investor Relations Activities; OR

(c) is a bona fide Employee of the Issuer, which is defined as being:

(i) an individual who is considered an employee of the Issuer or its subsidiaries under the Income Tax Act (Canada) (i.e. for whom income tax, employment insurance and CPP deductions must be made at source); or

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(ii) an individual who works full-time for the Issuer or its subsidiaries providing services normally provided by an employee and who is subject to the same control and direction by the Issuer over the details and methods of work as an employee of the Issuer, but for whom income tax deductions are not made at source; or

(iii) an individual who works for the Issuer or its subsidiaries on a continuing and regular basis for a minimum of         hours per week providing services normally provided by an employee and who is subject to the same control and direction by the Issuer over the details and methods of work as an employee of the Issuer, but for whom income tax deductions are not made at source; OR

(d) is a bona fide Consultant of the Issuer, which is defined as being, in relation to the Issuer, an individual or Consultant Company that:

(i) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Issuer or an affiliate thereof, other than services provided in relation to a distribution of securities;

(ii) provides the services under a written contract between the Issuer or an affiliate thereof and the individual Consultant or Consultant Company;

(iii) spends or will spend a significant amount of time and attention on the business and affairs of the Issuer or an affiliate thereof; and

(iv) has a relationship with the Issuer or an affiliate thereof that enables the individual to be knowledgeable about the business and affairs of the Issuer.

8. Securities Act Matters. The Optionee represents and warrants to the Issuer that the Optionee:

(a) is a director of the Issuer or a related entity thereof;

(b) is an executive officer of the Issuer or a related party thereof, which is defined as being, for the Issuer or a related entity thereof, an individual who:

(i) is a chair, vice-chair or president;

(ii) is a vice-president in charge of a principal business unit, division or function including sales, finance or production;

(iii) is an officer of the Issuer or any of its subsidiaries and who performs a policy-making function in respect of the Issuer; or

(iv) is performing a policy making function in respect of the Issuer; OR

(c) an employee of the Issuer or a related entity thereof; OR

(d) a consultant of the Issuer or a related party thereof, which is defined as being, for the Issuer or a related party thereof, a person, other than a director, executive officer or employee of the Issuer or a related entity thereof, that:

(i) is engaged to provide services to the Issuer or a related entity thereof, other than services provided in relation to a distribution of securities;

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(ii) provides the services under a written contract with the Issuer or a related entity thereof; and

(iii) spends or will spend a significant amount of time and attention on the business and affairs of the Issuer or a related party thereof,

and includes,

(iv) for an individual consultant, a corporation of which the individual consultant is an employee or shareholder, and a partnership of which the individual consultant is an employee or partner, and

(v) for a consultant that is not an individual, an employee, executive officer, or director of the consultant, provided that the individual employee, executive officer, or director spends or will spend a significant amount of time and attention on the affairs and business of the issuer or a related entity of the Issuer; OR

(e) the Optionee is otherwise qualified (other than pursuant to section 2.24 of NI45-106) or the circumstances are such that the distribution of the Option by the Issuer to the Optionee is exempt from the prospectus and registration requirements of applicable securities laws, and the Optionee further agrees to provide to the Issuer all such certificates, instruments and other documents to evidence such exemption as counsel to the Issuer reasonably determines to be necessary or advisable in order to ensure compliance with or safeguard against the violation of the securities laws of any jurisdiction.

9. If not an Individual. If the Optionee is not an individual, it is either (i) a Consultant Company or (ii) a company or other form of entity wholly owned by Eligible Persons; and the Optionee hereby agrees to complete and submit to the Issuer for filing with the Exchange a Form 4F: Certification and Undertaking Required from a Company Granted an Incentive Stock Option, and further represents and warrants to the Issuer that the information and certifications in such Form 4F are complete and true and accurate in all respects, and further covenants to the Issuer that it will comply with all covenants, conditions and undertakings is such Form 4F in all respects.

10. Exchange Approval. The grant of the Option and any amendment hereto shall be subject to the prior approval of the Exchange, including any requirement for shareholder approval. The Optionee acknowledges and agrees that the Option shall not be exercisable, or exercisable on such amended terms, as the case may be, until such approval of the Exchange and, if required, the Issuer’s shareholders, is obtained in accordance with the policies of the Exchange. If such approval of the Exchange and, if required, the Issuer’s shareholders, is not obtained, then the Option and this Agreement, or the amendment hereof, as the case may be, shall be null and void and of no further force or effect as of the date hereof, or the date of amendment, as the case may be.

11. Capital Adjustments. In the event that there is any change in the Voting Shares of the Issuer through the declaration of stock dividends, stock splits, consolidations, exchanges of shares, or otherwise, the number of Voting Shares subject to Option and the exercise price of the Option shall be adjusted in accordance with the terms of the Stock Option Plan.

5

12. Collection and Use of Personal Information. The Optionee expressly acknowledges, consents and agrees to the Issuer collecting, using and releasing personal information regarding the Optionee and this Agreement for the purpose of completing the transactions contemplated by this Agreement, including but not limited to the Optionee’s name, address and principals, the number of options granted to the Optionee, the status of the Optionee as a Director, senior officer, Management Company Employee, Employee, Consultant, Investor Relations Provider or as otherwise represented herein, and any and all other information necessary or incidental to the transactions contemplated herein, including but not limited to that provided in any Form 4F. The purpose of the collection, use and disclosure of the personal information is to ensure that the Issuer and its advisors will be able to grant the Option to the Optionee in compliance with applicable corporate, securities and other laws, and to obtain the information required to be filed with the Exchange and other authorities under applicable Exchange requirements, securities laws and other laws. In addition, the Optionee expressly acknowledges, consents and agrees to the collection, use and disclosure of all such personal information by the Exchange and other authorities in accordance with their requirements, including the provision of all such personal information to their agents and third party service providers, from time to time. The contact information for the officer of the Issuer who can answer questions about this collection of information by the Issuer is as follows:

Ryan Goepel

Chief Financial Officer of Global Crossing Airlines Group Inc.

Building 5A • 4200 NW 36th Street • MIA Int’l Airport, Miami, FL 33166 USA

Tel: 305-869-4780

13. General.

(a) The Optionee agrees to comply with the provisions of applicable Exchange requirements and securities laws in connection with the exercise, holding and disposition of any Voting Shares or other property or securities acquired pursuant to the exercise of the Option.

(b) This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. The parties shall execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be necessary or desirable to carry out the intent of this Agreement.

(c) No modification of this Agreement or waiver of any provision hereof shall be valid unless made in writing and signed by the parties hereto. No waiver of any provision of this Agreement shall operate as a waiver of any other provision hereof or operate as a continuing waiver unless such is expressly provided for in writing.

(d) This Agreement shall enure to the benefit of and be binding upon the parties hereto and upon their successors or assigns.

(e) This Agreement shall be construed in accordance with and governed by the laws of British Columbia and the laws of Canada applicable therein, and for the purposes of all legal proceedings, the parties hereby irrevocably agree that the courts of British Columbia shall have exclusive jurisdiction.

(f) Words importing the singular number shall include the plural and vice versa. Words importing individuals shall include corporations, partnerships, proprietorships, trusts and other forms of legal entities and vice versa. Words importing gender shall include the other gender; words importing gender shall include the neuter and vice versa. Words importing a particular form of legal entity includes all other forms of legal entities interchangeably.

6

(g) This Agreement may be executed and delivered in two or more counterparts and by facsimile. Each such counterpart and facsimile shall be deemed to form one and the same and an originally executed instrument, bearing the date set forth on the face page hereof notwithstanding the date of execution or delivery.

IN WITNESS WHEREOF the parties hereto have executed this Agreement effective as of the date first above written.

GLOBAL CROSSING AIRLINES GROUP INC.
Per:
	Authorized Signatory
WITNESSED BY:		) )
		)
Name		)
		)
Address		)	[• – OPTIONEE]
		) )
Occupation		) )

7

Schedule “A”

NOTICE OF ELECTION TO EXERCISE OPTION

Date:

Global Crossing Airlines Group Inc.

Building 5A

4200 NW 36th Street

MIA Int’l Airport

Miami, FL 33166 USA

Attention: Chief Financial Officer

Dear Sirs:

Pursuant to the provisions of the Option Agreement dated _______________________, pursuant to which I was granted an option to purchase Voting Shares in the capital of Global Crossing Airlines Group Inc. (the “Corporation”), I elect to exercise my option to purchase _________________________________of the ______________________________________Votting Shares covered by such Notice at the Exercise Price specified therein. Attached is the full payment of such price in the amount of US _______________________________________ dollars.

(US $ ________________________).

Please register the shares as follows:

Name in full and Address

I hereby:

☐ (a) direct the Corporation on my behalf to sell all Voting Shares issued upon exercise of these options and to deduct from the net proceeds therefrom the aggregate Exercise Price and the amount of the estimated Withholding Obligation (as defined in the Plan) and to remit the balance to me, all in accordance with Section 2.16 of the Plan; or

☐ (b) direct the Corporation on my behalf to sell sufficient Voting Shares issued upon exercise of these options to satisfy the aggregate Exercise Price and the amount of the estimated Withholding Obligation and to remit to me any net proceeds therefrom in excess of the aggregate Exercise Price and estimated Withholding Obligation together with the balance of the Voting Shares issued upon exercise of these options; or

☐ (c) enclose a certified cheque payable to Global Crossing Airlines Group Inc. for the aggregate Exercise Price plus the amount of the estimated Withholding Obligation.

[Signature Page Follows]

1

Yours truly,

Signature

Name (please print)

Address

Social Insurance No. (SIN/SSN):                                 

2

EX-10.20

Exhibit 10.20

GLOBAL CROSSING AIRLINES GROUP INC.

AMENDED RESTRICTED SHARE UNIT PLAN

October 15, 2020

TABLE OF CONTENTS

ARTICLE 1 PURPOSE OF THE PLAN		1
1.1	Purpose	1
1.2	Definitions	1
ARTICLE 2 ADMINISTRATION OF THE PLAN		7
2.1	Administration of the Plan	7
2.2	Recommendations of CEO	7
2.3	Compensation Committee	7
2.4	Board Authority	7
2.5	Further Authorization	7
ARTICLE 3 SHARES SUBJECT TO THE PLAN		7
3.1	Maximum Number of Shares	7
3.2	Limitations on RSU Grants	7
ARTICLE 4 GRANTS OF RSUS		7
4.1	Grants of RSUs	7
4.2	Terms and Conditions	8
4.3	Black-out Periods	8
4.4	RSU Agreement	8
4.5	Assignability	8
ARTICLE 5 ACCOUNTS		8
5.1	Restricted Share Unit Account	8
5.2	Cancellation of RSUs	8
ARTICLE 6 VESTING, REDEMPTION AND PAYMENT OF RESTRICTED SHARE UNITS		9
6.1	Vesting	9
6.2	Redemption	9
6.3	Issuance and Delivery of Shares	9
6.4	Fractional Shares	9
ARTICLE 7 TERMINATION OF EMPLOYMENT AND ENGAGEMENT		10
7.1	Disability, Retirement and Termination without Cause	10
7.2	Death of Designated Participant	10
7.3	Termination for Cause	10
7.4	Unvested RSUs	10
ARTICLE 8 ADJUSTMENT IN SHARES SUBJECT TO THE PLAN		10
8.1	Adjustment in Shares.	10
ARTICLE 9 CHANGE IN CONTROL		11
9.1	Change in Control	11
9.2	Interpretation	11

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9.3	Discretion to Accelerate RSUs.	12
9.4	Awards Need Not be Treated Identically	12
ARTICLE 10 REGULATORY APPROVAL		13
10.1	Compliance	13
10.2	Regulator Requirements	13
ARTICLE 11 MISCELLANEOUS		13
11.1	Black-out Period	13
11.2	Rights of Designated Participants	13
11.3	No Interest	13
11.4	No Dividend Rights	13
11.5	No Representations or Warranty	14
11.6	Tax Withholding	14
ARTICLE 12 EFFECTIVE DATE, AMENDMENT AND TERMINATION		14
12.1	Effective Date	14
12.2	Amendment of Plan	14
12.3	Suspension or Termination of Plan	15
12.4	Amendments to Outstanding RSUs	15
12.5	Canadian Taxpayers	15
SCHEDULE A DESIGNATED PARTICIPANT’S AGREEMENT		1

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GLOBAL CROSSING AIRLINES GROUP INC.

RESTRICTED SHARE UNIT PLAN

for Designated Participants

effective as of October 15, 2020

ARTICLE 1

PURPOSE OF THE PLAN

1.1 Purpose. The purpose of the Plan is to: (a) promote the alignment of interests between Designated Participants and the shareholders of the Corporation; (b) assist the Corporation in attracting, retaining and motivating employees, officers, Consultants and directors of the Corporation and of its related entities, (c) provide a compensation system for Designated Participants that is reflective of the responsibility, commitment and risk accompanying their management role over the medium term; and (d) allow Designated Participants to participate in the success of the Corporation over the medium term.

1.2 Definitions. For the purposes of the Plan, the following terms have the respective meanings set forth below:

(a) “Act” means the Business Corporations Act (British Columbia) or its successor, as amended from time to time.

(b) “Black-out Period” means a period, formally imposed by the Corporation pursuant to its internal trading policies as a result of the bona fide existence of material undisclosed information, during which Designated Participants are prohibited from trading in securities of the Corporation.

(c) “Board” means the board of directors of the Corporation.

(d) “Canadian Taxpayer” means a Designated Participant liable to pay income taxes in Canada as a result of the grant of and RSU or redemption thereof.

(e) “Cause” has the meaning given to that term under the common law of the Province of British Columbia.

(f) “Change in Control” means the occurrence of any one or more of the following events:

(i) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisition involving the Corporation or any of its subsidiaries and another corporation or other entity, as a result of which the holders of Shares prior to the completion of the transaction hold less than 50% of the votes attached to all of the outstanding voting securities of the successor corporation or entity after completion of the transaction;

(ii) a resolution is adopted to wind-up, dissolve or liquidate the Corporation;

(iii) any person, entity or group of persons or entities acting jointly or in concert (the “Acquiror”) acquires, or acquires control (including the power to vote or direct the voting) of, voting securities of the Corporation which, when added to the voting securities owned of record or beneficially by the Acquiror or which the Acquiror has the right to vote or in respect of which the Acquiror has the right to direct the voting, would entitle the Acquiror and/or associates and/or affiliates of the Acquiror to cast or direct the casting of 50% or more of the votes attached to all of the Corporation’s outstanding voting securities which may be cast to elect directors of the Corporation or the successor corporation (regardless of whether a meeting has been called to elect directors);

(iv) the sale, transfer or other disposition of all or substantially all of the assets of the Corporation;

(v) as a result of or in connection with:

(A) the contested election of directors; or

(B) a transaction referred to in paragraph (i) of this definition of “Change in Control”,

the nominees named in the most recent management information circular of the Corporation for election to the board of directors of the Corporation shall not constitute a majority of the directors;

(vi) the Board adopts a resolution to the effect that a transaction or series of transactions involving the Corporation or any of its affiliates that has occurred or is imminent is a Change in Control,

and for purposes of the foregoing, “voting securities” means the Shares and any other shares entitled to vote for the election of directors, and shall include any securities, whether or not issued by the Corporation, which are not shares entitled to vote for the election of directors but which are convertible into or exchangeable for shares which are entitled to vote for the election of directors, including any options or rights to purchase such shares or securities.

(g) “Compensation Committee” means the compensation committee of the Board and if there is none, means the full Board.

(h) “Consultant” means, in relation to the Corporation, an individual or company, other than an employee or a Director of the Corporation, that:

(i) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Corporation or to a related entity of the Corporation, other than services provided in relation to a Distribution;

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(ii) provides the services under a written contract between the Corporation or the related entity and the individual or the Consultant Company;

(iii) in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or a related entity of the Corporation; and

(iv) has a relationship with the Corporation or a related entity of the Corporation that enables the individual to be knowledgeable about the business and affairs of the Corporation.

For purposes of the above definition of “Consultant”, the term “Director” means a director, senior officer or Management Company Employee of the Corporation, or a director, senior officer or Management Company Employee of the Corporation’s subsidiaries.

(i) “Consultant Company” means a Consultant that is a company.

(j) “Corporation” means Global Crossing Airlines Group Inc.

(k) “Designated Participant” means such employees, officers, directors, Consultants of the Corporation or of a related entity of the Corporation, excluding all individuals and companies retained in Investor Relations Activities, as the Board may designate from time to time as eligible to participate in the Plan.

(l) “Disability” means a physical or mental incapacity of a nature which the Board determines prevents or would prevent the Designated Participant from satisfactorily performing the substantial and material duties of his or her position with the Corporation or the related entity of the Corporation as the case may be.

(m) “Distribution” shall have the meaning ascribed thereto in the Securities Act.

(n) “employee” means:

(i) an individual who is considered an employee of the Corporation or its related entity under the Income Tax Act (Canada) (i.e. for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source);

(ii) an individual who works full- time for the Corporation or its related entity providing services normally provided by an employee and who is subject to the same control and direction by the Corporation over the details and methods of work as an employee of the Corporation, but for whom income tax deductions are not made at source; or

(iii) an individual who works for the Corporation or its related entity on a continuing and regular basis for a minimum amount of time per week (the number of hours should be disclosed in the submission) providing services normally provided by an employee and who is subject to the same control and direction by the Corporation over the details and methods of work as an employee of the Corporation, but for whom income tax deductions are not made at source.

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(o) “Exchange” means, if the Shares are listed on the TSXV, the TSXV and, if the Shares are not listed on the TSXV, any other principal exchange upon which the Shares are listed.

(p) “Grant Date” has the meaning ascribed thereto in Section 4.1.

(q) “Insider” means a reporting insider as defined under National Instrument 55-104 – Insider Reporting Requirements and Exemptions.

(r) “Investor Relations Activities” means any activities, by or on behalf of the Corporation or shareholder of the Corporation, that promote or reasonably could be expected to promote the purchase or sale of securities of the Corporation, but does not include:

(i) the dissemination of information provided, or records prepared, in the ordinary course of business of the Corporation

(A) to promote the sale of products or services of the Corporation, or

(B) to raise public awareness of the Corporation, that cannot reasonably be considered to promote the purchase or sale of securities of the Corporation;

(ii) activities or communications necessary to comply with the requirements of

(A) applicable securities laws,

(B) Exchange requirements or the by-laws, rules or other regulatory instruments of any other self regulatory body or exchange having jurisdiction over the Corporation;

(iii) communications by a publisher of, or writer for, a newspaper, magazine or business or financial publication, that is of general and regular paid circulation, distributed only to subscribers to it for value or to purchasers of it, if

(A) the communication is only through the newspaper, magazine or publication, and

(B) the publisher or writer receives no commission or other consideration other than for acting in the capacity of publisher or writer; or

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(iv) activities or communications that may be otherwise specified by the Exchange.

(s) “Management Company Employee” means an individual employed by a person providing management services to the Corporation, which are required for the ongoing successful operation of the business enterprise of the Corporation, but excluding a person engaged in Investor Relations Activities.

(t) “Market Value” of a Restricted Share Unit or a Share on any date means the closing price of the Shares on the Trading Day immediately preceding the relevant date; provided that if the Shares are no longer listed on any stock exchange, then the Market Value will be the fair market value of the Shares as determined by the Board.

(u) “NI 45-106” means National Instrument 45-106 – Prospectus Exemptions.

(v) “Plan” means this Restricted Share Unit Plan of the Corporation as set forth herein as the same may be amended and/or restated from time to time.

(w) “Redemption Date” means, in respect of an RSU, the last day of the Restricted Period applicable to the RSU.

(x) “Regulators” has the meaning ascribed thereto in Section 10.1(a).

(y) “related entity” has the meaning ascribed to that term in Section 2.22 of NI 45- 106.

(z) “Restricted Period” means a period as specified by the Board in accordance with Section 4.2 in respect of which a Designated Participant may be or become entitled to receive any Shares issuable or amount payable on account of Restricted Share Units.

(aa) “Restricted Share Unit Account” has the meaning ascribed thereto in Section 5.1.

(bb) “Restricted Share Units” or “RSUs” means a bookkeeping entry, denominated in Shares, credited to the Restricted Share Unit Account of a Designated Participant in accordance with the provisions hereof.

(cc) “RSU Agreement” has the meaning ascribed thereto in Section 4.4.

(dd) “Securities Act” means the Securities Act (British Columbia) or its successor, as amended from time to time.

(ee) “Security-Based Compensation Arrangements” includes:

(i) the Plan;

(ii) the Amended Incentive Stock Option Plan of the Corporation;

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(iii) the Amended Performance Share Unit Plan of the Corporation; and

(iv) any employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of securities of the Corporation to one or more service providers, including a share purchase from treasury which is financially assisted by the Corporation by way of a loan, guarantee or otherwise.

(ff) “Share” means, subject to Article 8 hereof, a common voting share or variable voting share of the Corporation. On the redemption of RSUs granted under the Plan, holders who are US Citizens will receive common voting shares of the Corporation and holders who are not US Citizens will receive variable voting shares of the Corporation. In the event the share capital of the Corporation is restructured to be a single class, then both US Citizens and non-USCitizens shall receive the same class of shares.

(gg) “Trading Day” means any day on which the Exchange is open for trading of Shares provided that if the Shares are no longer listed on any stock exchange, means any day which is a business day in British Columbia.

(hh) “TSXV” means the TSX Venture Exchange.

(ii) “US Citizen” means a citizen of the United States.

(jj) “US Taxpayer” means a Designated Participant liable to pay income taxes in the United States as a result of the grant of an RSU or redemption thereof.

(kk) “Vested RSU” has the meaning ascribed thereto in Section 6.1.

All references to “termination date” or similar terms herein is deemed to be the date of termination of employment or engagement of the Designated Participant with the Corporation or related entity, as the case may be, by the Corporation or related entity, as the case may be, and all references herein to “termination of employment or engagement”, “termination date” or similar references means the last day of active employment or engagement with the Corporation or its related entity, as the case may be, regardless of any salary continuance or notice period to or by the Corporation.

Unless otherwise indicated, all dollar amounts referred to in this Restricted Share Unit Plan are in Canadian funds.

As used in this Plan, words importing the masculine gender shall include the feminine and neuter genders, words importing the singular shall include the plural and vice versa, unless the context otherwise requires and references to person includes any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation (with or without share capital), unincorporated association, trust, trustee, executor, administrator or other legal representative.

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ARTICLE 2

ADMINISTRATION OF THE PLAN

2.1 Administration of the Plan. The Plan shall be administered by the Compensation Committee.

2.2 Recommendations of CEO. The Chief Executive Officer of the Corporation shall periodically make recommendations to the Compensation Committee as to the grant of RSUs.

2.3 Compensation Committee. The Compensation Committee shall, periodically, after considering the Chief Executive Officer’s recommendations, make recommendations to the Board as to the grant of RSUs.

2.4 Board Authority. In addition to the powers granted to the Board under the Plan and subject to the terms of the Plan, the Board shall have full and complete authority to grant RSUs, to interpret the Plan, to prescribe such rules and regulations as it deems necessary for the proper administration of the Plan and to make such determinations and to take such actions in connection therewith as it deems necessary or advisable. Any such interpretation, rule, determination or other act of the Board shall be conclusively binding upon all persons.

2.5 Further Authorization. The Board may authorize one or more officers of the Corporation to execute and deliver and to receive documents on behalf of the Corporation.

ARTICLE 3

SHARES SUBJECT TO THE PLAN

3.1 Maximum Number of Shares. The maximum number of Shares which may be issued under this Plan, together with all other Security-Based Compensation Arrangements of the Corporation, shall not exceed 5,460,000 Shares, subject to adjustment as provided in Article 8.

3.2 Limitations on RSU Grants

(a) The aggregate number of Voting Shares issuable to any one Consultant under this Plan, together with all other Security-Based Compensation Arrangements, shall not, within a one year period, exceed 2% of the number of Voting Shares outstanding immediately prior to the grant of any such RSU.

(b) No Voting Shares shall be issuable to individuals and companies retained in Investor Relations Activities under this Plan.

ARTICLE 4

GRANTS OF RSUS

4.1 Grants of RSUs. Subject to the provisions of the Plan, the Board shall in its sole discretion and from time to time by resolution, determine those Designated Participants to whom RSUs shall be granted as a discretionary payment. The grant date (“Grant Date”) of an RSU for purposes of the Plan will be the date on which the RSU is awarded by the Board or such later date determined by the Board, subject to applicable securities laws and regulatory requirements.

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4.2 Terms and Conditions. The Board shall determine the terms and conditions in connection with each grant of an RSU including:

(a) the number of RSUs to be granted;

(b) the terms under which an RSU shall vest;

(c) the Restricted Period, provided that the Restricted Period with respect to a grant of RSUs for Canadian Taxpayers shall not exceed that period commencing on the January 1 coincident with or immediately preceding the grant and ending on December 15 of the third year following the calendar year in which such RSUs were granted; and

(d) any other terms and conditions (which need not be identical) of all RSUs covered by any grant.

4.3 Black-out Periods. If the RSUs are inadvertently granted during a Black-out Period, then the Grant Date shall be deemed to be the first Trading Date following the end of the Black-out Period.

4.4 RSU Agreement. Upon the grant of an RSU, the Designated Participant and the Corporation shall enter into an RSU agreement (“RSU Agreement”) in a form set out in Schedule A or in such other form as approved by the Board, which shall set out the name of the Designated Participant, the number of RSUs, the Restricted Period, the vesting terms, the Grant Date, and such other terms and conditions as the Board may deem appropriate. No Shares will be issued on the Grant Date and the Corporation shall not be required to set aside a fund for the payment of any such RSUs.

4.5 Assignability. An RSU is personal to the Designated Participant and is non-assignable and non-transferable other than by will or by the laws governing the devolution of property in the event of death of the Designated Participant.

ARTICLE 5

ACCOUNTS

5.1 Restricted Share Unit Account. An account, to be known as a “Restricted Share Unit Account”, shall be maintained by the Corporation for each Designated Participant and shall be credited with such notional grants of RSUs as are granted to a Designated Participant from time to time. Each Designated Participant’s Restricted Share Unit Account shall indicate the number of RSUs which have been credited to such account from time to time together with the Restricted Period and vesting terms.

5.2 Cancellation of RSUs. RSUs that have not vested in accordance with the Plan prior to the earlier of the termination date and the Redemption Date, or that are redeemed in accordance with the Plan, shall be cancelled and a notation to such effect shall be recorded in the Designated Participant’s Restricted Share Unit Account and the Designated Participant will have no further right, title or interest in such RSUs, except in the case of Vested RSUs that have been redeemed but the payment has not been paid to the Designated Participant, the right to receive the payment applicable to the redeemed Vested RSU less any amounts that may be withheld hereunder.

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ARTICLE 6

VESTING, REDEMPTION AND PAYMENT OF RESTRICTED SHARE UNITS

6.1 Vesting. Unless otherwise specified by the Board, subject to the remaining provisions of this Article 6, RSUs granted to a Designated Participant shall vest in accordance with the vesting schedule established by the Board at the time of the grant and as set out in the Designated Participant’s RSU Agreement. Except where the context requires otherwise, each RSU which is vested pursuant to this Article 6 shall be referred to herein as a “Vested RSU”.

6.2 Redemption. All Vested RSUs shall be redeemable on the Redemption Date and subject to the remaining provisions of this Article 6 and Article 7, each Designated Participant shall receive, with respect to all RSUs that are Vested RSUs, at the election of the Board in its sole discretion:

(a) a cash payment equal to the Market Value of such Vested RSUs as of the Redemption Date; or

(b) such number of Shares issued by the Corporation, as are equal to the number of such Vested RSUs; or

(c) any combination of the foregoing, such that the cash payment plus such number of Shares either issued by the Corporation, have a value equal to the Market Value of such Vested RSUs as of the Redemption Date;

in each case as soon as practicable following the Redemption Date, and in any event within five Trading Days thereof but in no event later than December 31 of the calendar year in which redemption occurs.

6.3 Issuance and Delivery of Shares. No Share shall be delivered under the Plan unless and until the Board has determined that all provisions of applicable law have been satisfied. The Board may require, as a condition of the issuance and delivery of Shares pursuant to the terms hereof, that the recipient of such Shares make such covenants, agreements and representations, as the Board in its sole discretion deems necessary or desirable.

6.4 Fractional Shares. The Corporation shall not be required to issue or deliver fractional Shares on account of the redemption of RSUs. If any fractional interest in a Share would, except for this provision, be deliverable on account of the redemption of RSUs, such fractional interest shall be satisfied by the Corporation paying to the Designated Participant or his beneficiary, if applicable, a cash amount equal to the fraction of the Share corresponding to such fractional interest multiplied by the Market Value of such Share.

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ARTICLE 7

TERMINATION OF EMPLOYMENT AND ENGAGEMENT

7.1 Disability, Retirement and Termination without Cause. Any Designated Participant whose employment or engagement with the Corporation is terminated for any reason whatsoever including resignation, retirement or Disability, but excluding termination in the circumstances described in Sections 7.2 and 7.3, shall be entitled to have any outstanding RSUs redeemed on the Redemption Date applicable to the RSU to the extent such RSU had vested on the termination date and had not yet been redeemed and paid to the Designated Participant in accordance with the terms herein.

7.2 Death of Designated Participant. In the event of the death of a Designated Participant, either while in the employment or engagement of the Corporation, the Designated Participant’s estate shall be entitled to have any outstanding RSUs redeemed on the Redemption Date applicable to the RSU to the extent such RSU had vested on the date of the Designated Participant’s death and had not yet been redeemed and paid to the Designated Participant’s estate in accordance with the terms herein. The Designated Participant’s estate shall include only the executors or administrators of such estate and persons who have acquired the right to redeem such Vested RSUs directly from the Designated Participant by bequest or inheritance.

7.3 Termination for Cause. In the event a Designated Participant’s employment or engagement is terminated for Cause, unless the Board, in its sole discretion, determines otherwise, all outstanding RSUs, whether or not vested, and any and all rights to a payment with respect to such outstanding RSU shall be forfeited and cancelled effective as of the termination date.

7.4 Unvested RSUs. Except as otherwise determined by the Board and following a termination of employment or engagement, as the case may be, all rights with respect to RSUs that are not vested as of the termination date are relinquished and cancelled; provided however that the Board may in its sole discretion accelerate the vesting time period, or otherwise waive the vesting terms.

ARTICLE 8

ADJUSTMENT IN SHARES SUBJECT TO THE PLAN

8.1 Adjustment in Shares. In the event that:

(a) there is any change in the Shares of the Corporation through subdivisions or consolidations of the share capital of the Corporation, or otherwise;

(b) the Corporation declares a dividend on Shares payable in Shares or securities convertible into or exchangeable for Shares; or

(c) the Corporation issues Shares, or securities convertible into or exchangeable for Shares, in respect of, in lieu of, or in exchange for, existing Shares,

the number of Shares available for grants and the Shares subject to any RSU shall be adjusted appropriately by the Board in its sole discretion and such adjustment shall be effective and binding for all purposes of the Plan.

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ARTICLE 9

CHANGE IN CONTROL

9.1 Change in Control. Unless otherwise determined by the Board, or unless otherwise provided in the Designated Participant’s agreement with the Corporation or its related entity, or in the RSU Agreement, if a Change in Control shall conclusively be deemed to have occurred and either one of the following occurs:

(a) upon a Change in Control the surviving corporation (or any related entity thereof) or the potential successor (or any related entity thereto) fails to “continue or assume” the obligations with respect to each RSU or fails to provide for the “conversion or replacement” of each RSU with an equivalent award that satisfies the criteria set forth in Section 9.2(a) or 9.2(b); or

(b) in the event that the RSUs were “continued or assumed”, or “converted or replaced” as contemplated in 9.2, during the two-year period following the effective date of a Change in Control, the Designated Participant’s employment or engagement is terminated as contemplated in Section 7.1 or 7.2.

then there shall be immediate full vesting and redemption of each outstanding RSU, provided, however, that in the case of a Designated Participant who is a US Taxpayer, if an RSU is determined to constitute “deferred compensation” that is subject to Section 409A of the United States Internal Revenue Code (the “Code”) (e.g., generally, an RSU that ceases to be subject to a substantial risk of forfeiture, such as a substantial service or performance condition, in a tax year that precedes the tax year in which the redemption occurs), then there shall be immediate full vesting, but the redemption of such RSU shall not occur (i) under (a) above unless the Change in Control qualifies as a “change in control event” as defined under Code Section 409A, and (ii) under (b) above unless the termination of the Designated Participant’s employment or engagement constitutes a “separation from service” as defined under Code Section 409A. In the case of a Designated Participant who is a US Taxpayer and is a “specified employee” (as defined under Code Section 409A), if an RSU is subject to Code Section 409A and if the RSU’s redemption occurs on account of such Designated Participant’s separation from service, payment shall not occur until the six-month anniversary of such separation from service, or the date of the Designated Participant’s death, if earlier.

9.2 Interpretation. For the purposes of interpretation of Section 9.1:

(a) the obligations with respect to each Designated Participant shall be considered to have been “continued or assumed” by the surviving corporation (or any related entity thereto) or the potential successor (or any related entity thereto), if each of the following conditions are met, which determination shall be made solely in the discretionary judgment of the Board, which determination may be made in advance of the effective date of a particular Change in Control and shall be final and binding:

(i) the Shares remain publicly held and widely traded on an established stock exchange; and

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(ii) the terms of the Plan and each RSU are not materially altered or impaired without the consent of the Designated Participant; and

(b) the obligations with respect to each RSU shall be considered to have been “converted or replaced” with an equivalent award by the surviving corporation (or any related entity thereto) or the potential successor (or any related entity thereto), if each of the following conditions are met, which determination shall be made solely in the discretionary judgment of the Board, which determination may be made in advance of the effective date of a particular Change in Control and shall be final and binding:

(i) each RSU is converted or replaced with a replacement award in a manner that qualifies under subsection 7(1.4) of the Income Tax Act (Canada) in the case of a Designated Participant that is a Canadian Taxpayer (or that complies with Code Section 409A in the case of a Designated Participant that is a US Taxpayer, to the extent applicable) on all or any portion of the benefit arising in connection with the grant, exercise and/or other disposition of such award;

(ii) the converted or replaced award preserves the existing value of each underlying RSU being replaced, contains provisions for scheduled vesting and treatment on termination of employment (including with respect to termination for Cause or constructive dismissal) that are no less favourable to the Designated Participant than the underlying RSU being replaced, and all other terms of the converted award or replacement award (but other than the security and number of shares represented by the continued award or replacement award) are substantially similar to the underlying RSU being converted or replaced; and

(iii) the security represented by the converted or replaced RSU is of a class that is publicly held and widely traded on an established stock exchange.

9.3 Discretion to Accelerate RSUs. Notwithstanding Section 9.1, in the event of a Change in Control, the Board may accelerate the dates upon which any or all outstanding RSUs shall vest and be redeemed, without regard to whether such RSUs have otherwise vested in accordance with their terms and such acceleration may or may not be conditional upon completion of the Change of Control event. In the case of a Designated Participant who is a US Taxpayer, if an RSU is determined to constitute “deferred compensation” that is subject to Code Section 409A (e.g., generally, an RSU that ceases to be subject to a substantial risk of forfeiture, such as a substantial service or performance condition, in a tax year that precedes the tax year in which the redemption occurs), then the Board may at its discretion accelerate the vesting, but shall not accelerate the redemption of such RSU unless the Change in Control qualifies as a “change in control event” as defined under Code Section 409A.

9.4 Awards Need Not be Treated Identically. In taking any of the actions contemplated by this Article 9, the Board shall not be obligated to treat all RSUs held by any Designated Participant, or all RSUs in general, identically.

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ARTICLE 10

REGULATORY APPROVAL

10.1 Compliance. Notwithstanding any of the provisions contained in the Plan or any RSU, the Corporation’s obligation to grant RSUs or otherwise make payments to a Designated Participant hereunder shall be subject to:

(a) compliance with all applicable laws, regulations, rules, orders of governmental or regulatory authorities, including without limitation, any stock exchange on which the Shares are listed (“Regulators”); and

(b) receipt from the Designated Participant of such covenants, agreements, representations and undertakings, including as to future dealings in such RSUs, as the Corporation determines to be necessary or advisable in order to safeguard against the violation of the securities laws of any jurisdiction.

10.2 Regulator Requirements. Notwithstanding any provisions in the Plan or any RSU, if any amendment, modification or termination to the provisions hereof or any RSU made pursuant hereto are required by any Regulator, a stock exchange or a market as a condition of approval to a distribution to the public of any Shares or to obtain or maintain a listing or quotation of any Shares, the Board is authorized to make such amendments and thereupon the terms of the Plan, any RSUs, shall be deemed to be amended accordingly without requiring the consent or agreement of any Designated Participant or holder of an RSU.

ARTICLE 11

MISCELLANEOUS

11.1 Black-out Period. If a Restricted Share Unit is redeemed during, or within 10 business days after, a Black-out Period imposed by the Corporation, then, notwithstanding any other provision of the Plan, the Restricted Share Unit shall be redeemed 10 business days after the Black-out Period is lifted by the Corporation or such earlier date as determined by the Board. In order to avoid a salary deferral arrangement as referenced in Section 12.5, in the case of a Canadian Taxpayer, any redemption that is effected during a Black-out Period will be redeemed for cash. In addition, in the case of a US Taxpayer, to the extent that a delay in the redemption would violate Code Section 409A, any redemption that is effected during a Black-out Period will be redeemed for cash.

11.2 Rights of Designated Participants. The Plan shall not confer upon any Designated Participant any right with respect to a continuation of employment with or engagement by, the Corporation nor shall it interfere in any way with the right of the Corporation to terminate any Designated Participant’s employment or engagement at any time.

11.3 No Interest. For greater certainty, no interest shall accrue to, or be credited to, the Designated Participant on any amount payable under the Plan.

11.4 No Dividend Rights. RSUs are not Shares and the grant of RSUs do not entitle a Designated Participant to any rights as a shareholder of the Corporation nor to any rights to Shares or any securities of the Corporation. Except as provided in Section 8.1 above, no holder of any RSU shall be entitled to receive and no adjustment shall be made for any dividends, distributions or any other rights declared on the Shares.

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11.5 No Representations or Warranty. The Corporation makes no representation or warranty as to the future market value of any RSU or Shares delivered in accordance with the provisions of the Plan.

11.6 Tax Withholding. If the Corporation or any of its related entities shall be required to withhold any amounts by reason of any federal, provincial, state, local or other rules or regulations concerning taxes or social security contributions in connection with the grants, vesting or redemption hereunder it may deduct and withhold such amount or amounts from any amount payable by the Corporation or the related entity to a Designated Participant, whether or not such payment is made pursuant to this Plan. In addition, or as an alternative to such withholding from payments, the Corporation or any related entity with a withholding obligation as described above may require a Designated Participant, as a condition of the grant or redemption of an RSU, to pay to the Corporation or related entity, as the case may be, an amount not exceeding the total of the withholding obligation of the Corporation or related entity arising in respect of the issuance or delivery of Shares to the Designated Participant, or to reimburse the Corporation or related entity for such amount. Under no circumstances shall the Corporation or any related entity be responsible for funding the payment of any tax on behalf of any a Designated Participant or for providing any tax advice to any Designated Participant. In the case of a Designated Participant who is a US Taxpayer, if the Redemption Date of an RSU occurs in a tax year that is after the tax year in which the RSU ceases to be subject to a substantial risk of forfeiture (e.g., is no longer subject to a substantial service or performance condition), then the Corporation or one of its related entities with a withholding obligation may be required to withhold employment taxes (e.g., U.S Social Security and Medicare) in the year in which the RSU ceases to be subject to a substantial risk of forfeiture, notwithstanding that U.S. income tax is assessed in the tax year in which the redemption occurs. In such case, the Corporation or one of its related entities may redeem RSUs to satisfy its withholding obligations, or as an alternative to redemption, may require a Designated Participant to pay to the Corporation or related entity, as the case may be, an amount not exceeding the total of the withholding obligation.

ARTICLE 12

EFFECTIVE DATE, AMENDMENT AND TERMINATION

12.1 Effective Date. The Plan is effective as of October 15, 2020.

12.2 Amendment of Plan. The Board may, subject to Shareholder approval, amend the Plan or terms of an RSU at any time. Notwithstanding the foregoing, the Board is specifically authorized to amend or revise the terms of the Plan or RSUs without obtaining Shareholder approval in the following circumstances:

(a) to change the termination or vesting provisions of the RSUs;

(b) other amendments of a housekeeping nature, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein and updating provisions herein to reflect changes in the governing laws, including tax laws, and the TSXV requirements.

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Except as otherwise permitted by the TSXV, amendments to this provision as well as amendments to the number of Shares issuable under the Plan, (including an increase to a fixed maximum number of Shares or a fixed maximum percentage of Shares, as the case may be, or a change from a fixed maximum number of shares to a fixed maximum percentage) may not be made without obtaining approval of the Shareholders in accordance with TSXV requirements.

12.3 Suspension or Termination of Plan. The Board may suspend or terminate the Plan at any time. No action by the Board to terminate the Plan pursuant to this Article 12 shall affect any RSUs granted hereunder pursuant to the Plan prior to termination.

12.4 Amendments to Outstanding RSUs. Except as set out below, the Board may (without Shareholder approval) amend, modify or terminate any outstanding RSU, including, but not limited to, substituting another award of the same or of a different type or changing the Restricted Period; provided, however, that, the Designated Participant’s consent to such action shall be required unless the Board determines that the action when taken with any related action, would not materially and adversely affect the Designated Participant or is specifically permitted hereunder.

12.5 Canadian Taxpayers. Notwithstanding the foregoing, no amendment to the Plan shall cause the Plan or RSUs granted to a Canadian Taxpayer hereunder to be made without consent of such Canadian Taxpayer if the result of such amendment would be to cause the RSU to be a “salary deferral arrangement” under the Income Tax Act (Canada).

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SCHEDULE A

DESIGNATED PARTICIPANT’S AGREEMENT

1. Agreement: This Agreement has been entered into by Global Crossing Airlines Group Inc. (the “Corporation”) and the Designated Participant as defined below.

2. Acknowledgment: The Designated Participant acknowledges having received a copy of the Corporation’s Restricted Share Unit Plan dated October 15, 2020 (as amended or amended and/or restated from time to time, the “Plan”) and that the terms therein govern the grant hereunder.

3. Grant: Subject to the terms and conditions of the Plan, the Corporation grants the Designated Participant the Restricted Share Units (“RSUs”) set out below on the terms and conditions set out below.

(a) Name of Designated Participant:                              (the “Designated Participant”)

(b) Date of grant:                             

(c) Number of RSUs:                             

(d) Vesting Terms: <@>

(e) Restricted Period: <@>

(f) Other Terms: <@> [insert other terms if applicable]

4. Compliance with Laws and Policies: The Designated Participant acknowledges and agrees that the undersigned will, at all times, act in strict compliance with any and all applicable laws and any policies of the Corporation applicable to the Designated Participant in connection with the Plan.

5. Terms and Conditions: This Acknowledgement is subject to the terms and conditions set out in the Plan, and such terms and conditions are incorporated herein by this reference. In the case of any inconsistency between this Agreement and the Plan, the Plan shall govern. Unless otherwise indicated, all defined terms shall have the respective meanings attributed thereto in the Plan.

Effective as of the          day of                      , 20         .

GLOBAL CROSSING AIRLINES GROUP INC.
Per:
	Authorized Signatory

Acknowledged and Agreed to:

	)
	)
	)
Signature of Designated Participant	)	Signature of Witness
	)
	)
	)
Name and Title of Designated Participant	)	Name of Witness

A-2

EX-10.21

Exhibit 10.21

GLOBAL CROSSING AIRLINES GROUP INC.

AMENDED PERFORMANCE SHARE UNIT PLAN

OCTOBER 15, 2020

TABLE OF CONTENTS

ARTICLE 1 PURPOSE OF THE PLAN	1
1.1         Purpose	1
1.2         Definitions	1
ARTICLE 2 ADMINISTRATION OF THE PLAN	7
2.1         Administration of the Plan	7
2.2         Recommendations of CEO	7
2.3         Compensation Committee	7
2.4         Board Authority	7
2.5         Further Authorization	7
ARTICLE 3 SHARES SUBJECT TO THE PLAN	7
3.1         Maximum Number of Shares	7
3.2         Limitations on PSU Grants	7
ARTICLE 4 GRANTS OF PSUS	7
4.1         Grants of PSUs	7
4.2         Terms and Conditions	8
4.3         Black-out Periods	8
4.4         PSU Agreement	8
4.5         Assignability	8
ARTICLE 5 ACCOUNTS	8
5.1         Performance Share Unit Account	8
5.2         Cancellation of PSUs	9
ARTICLE 6 VESTING AND REDEMPTION OF PERFORMANCE SHARE UNITS	9
6.1         Vested PSU	9
6.2         Vesting	9
6.3         Redemption.	9
6.4         Issuance and Delivery of Shares	9
6.5         Fractional Shares	10
ARTICLE 7 TERMINATION OF EMPLOYMENT AND ENGAGEMENT	10
7.1         Death, Disability, Retirement and Termination without Cause	10
7.2         Termination Before Target Milestones	10
7.3         Termination for Cause	11
7.4         US Taxpayers	11
ARTICLE 8 ADJUSTMENT IN SHARES SUBJECT TO THE PLAN	11
8.1         Adjustment in Shares. In the event that:	11
ARTICLE 9 CHANGE IN CONTROL	12
9.1         Change in Control	12
9.2         Interpretation	12

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9.3         Discretion to Accelerate PSUs	13
9.4         Awards Need Not be Treated Identically	13
ARTICLE 10 REGULATORY APPROVAL	14
10.1         Compliance	14
10.2         Regulator Requirements	14
ARTICLE 11 MISCELLANEOUS	14
11.1         Black-out Period	14
11.2         Rights of Designated Participant	14
11.3         No Interest	14
11.4         No Dividend Rights	14
11.5         No Representations or Warranty	15
11.6         Tax Withholding	15
ARTICLE 12 EFFECTIVE DATE, AMENDMENT AND TERMINATION	15
12.1         Effective Date	15
12.2         Amendment of Plan	15
12.3         Suspension or Termination of Plan	16
12.4         Amendments to Outstanding PSUs	16
12.5         Canadian Taxpayers	16
SCHEDULE A DESIGNATED PARTICIPANT’S AGREEMENT

-ii-

GLOBAL CROSSING AIRLINES GROUP INC.

PERFORMANCE SHARE UNIT PLAN

for Designated Participants

effective as of October 15, 2020

ARTICLE 1

PURPOSE OF THE PLAN

1.1 Purpose. The purpose of the Plan is to: (a) promote the alignment of interests between Designated Participants and the shareholders of the Corporation; (b) assist the Corporation in attracting, retaining and motivating employees, officers and Consultants of the Corporation and of its related entities, (c) provide a compensation system for Designated Participants that is reflective of the responsibility, commitment and risk accompanying their management role over the medium term; and (d) allow Designated Participants to participate in the success of the Corporation over the medium term.

1.2 Definitions. For the purposes of the Plan, the following terms have the respective meanings set forth below:

(a) “Act” means the Business Corporations Act (British Columbia) or its successor, as amended from time to time.

(b) “Black-out Period” means a period, formally imposed by the Corporation pursuant to its internal trading policies as a result of the bona fide existence of material undisclosed information, during which Designated Participants are prohibited from trading in securities of the Corporation.

(c) “Board” means the board of directors of the Corporation.

(d) “Canadian Taxpayer” means a Designated Participant liable to pay income taxes in Canada as a result of the grant of and PSU or redemption thereof.

(e) “Cause” has the meaning given to that term under the common law of the Province of British Columbia.

(f) “Change in Control” means the occurrence of any one or more of the following events:

(i) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisition involving the Corporation or any of its subsidiaries and another corporation or other entity, as a result of which the holders of Shares prior to the completion of the transaction hold less than 50% of the votes attached to all of the outstanding voting securities of the successor corporation or entity after completion of the transaction;

(ii) a resolution is adopted to wind-up, dissolve or liquidate the Corporation;

(iii) any person, entity or group of persons or entities acting jointly or in concert (the “Acquiror”) acquires, or acquires control (including the power to vote or direct the voting) of, voting securities of the Corporation which, when added to the voting securities owned of record or beneficially by the Acquiror or which the Acquiror has the right to vote or in respect of which the Acquiror has the right to direct the voting, would entitle the Acquiror and/or associates and/or affiliates of the Acquiror to cast or direct the casting of 50% or more of the votes attached to all of the Corporation’s outstanding voting securities which may be cast to elect directors of the Corporation or the successor corporation (regardless of whether a meeting has been called to elect directors);

(iv) the sale, transfer or other disposition of all or substantially all of the assets of the Corporation;

(v) as a result of or in connection with:

(A) the contested election of directors; or

(B) a transaction referred to in paragraph (i) of this definition of “Change in Control”,

the nominees named in the most recent management information circular of the Corporation for election to the board of directors of the Corporation shall not constitute a majority of the directors;

(vi) the Board adopts a resolution to the effect that a transaction or series of transactions involving the Corporation or any of its affiliates that has occurred or is imminent is a Change in Control,

and for purposes of the foregoing, “voting securities” means the Shares and any other shares entitled to vote for the election of directors, and shall include any securities, whether or not issued by the Corporation, which are not shares entitled to vote for the election of directors but which are convertible into or exchangeable for shares which are entitled to vote for the election of directors, including any options or rights to purchase such shares or securities.

(g) “Compensation Committee” means the compensation committee of the Board and if there is none, means the full Board.

(h) “Consultant” means, in relation to the Corporation, an individual or company, other than an employee or a Director of the Corporation, that:

(i) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Corporation or to a related entity of the Corporation, other than services provided in relation to a Distribution;

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(ii) provides the services under a written contract between the Corporation or related entity and the individual or the Consultant Company;

(iii) in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or a related entity of the Corporation; and

(iv) has a relationship with the Corporation or a related entity of the Corporation that enables the individual to be knowledgeable about the business and affairs of the Corporation.

For purposes of the above definition of “Consultant”, the term “Director” means a director, senior officer or Management Company Employee of the Corporation, or a director, senior officer or Management Company Employee of the Corporation’s subsidiaries.

(i) “Consultant Company” means a Consultant that is a company.

(j) “Corporation” means Global Crossing Airlines Group Inc.

(k) “Designated Participant” means such employees, officers and Consultants of the Corporation or of a related entity of the Corporation, excluding all individuals and companies retained in Investor Relations Activities, as the Board may designate from time to time as eligible to participate in the Plan.

(l) “Disability” means a physical or mental incapacity of a nature which the Board determines prevents or would prevent the Designated Participant from satisfactorily performing the substantial and material duties of his or her position with the Corporation or the related entity of the Corporation as the case may be.

(m) “Distribution” shall have the meaning ascribed thereto in the Securities Act.

(n) “employee” means:

(i) an individual who is considered an employee of the Corporation or its related entity under the Income Tax Act (Canada) (i.e. for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source);

(ii) an individual who works full- time for the Corporation or its related entity providing services normally provided by an employee and who is subject to the same control and direction by the Corporation over the details and methods of work as an employee of the Corporation, but for whom income tax deductions are not made at source; or

(iii) an individual who works for the Corporation or its related entity on a continuing and regular basis for a minimum amount of time per week (the number of hours should be disclosed in the submission) providing services normally provided by an employee and who is subject to the same control and direction by the Corporation over the details and methods of work as an employee of the Corporation, but for whom income tax deductions are not made at source.

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(o) “Exchange” means, if the Shares are listed on the TSXV, the TSXV and, if the Shares are not listed on the TSXV, any other principal exchange upon which the Shares are listed.

(p) “Grant Date” has the meaning ascribed thereto in Section 4.1.

(q) “Insider” means a reporting insider as defined under National Instrument 55-104 – Insider Reporting Requirements and Exemptions.

(r) “Investor Relations Activities” means any activities, by or on behalf of the Corporation or shareholder of the Corporation, that promote or reasonably could be expected to promote the purchase or sale of securities of the Corporation, but does not include:

(i) the dissemination of information provided, or records prepared, in the ordinary course of business of the Corporation

(A) to promote the sale of products or services of the Corporation, or

(B) to raise public awareness of the Corporation, that cannot reasonably be considered to promote the purchase or sale of securities of the Corporation;

(ii) activities or communications necessary to comply with the requirements of

(A) applicable securities laws,

(B) Exchange requirements or the by-laws, rules or other regulatory instruments of any other self regulatory body or exchange having jurisdiction over the Corporation;

(iii) communications by a publisher of, or writer for, a newspaper, magazine or business or financial publication, that is of general and regular paid circulation, distributed only to subscribers to it for value or to purchasers of it, if

(A) the communication is only through the newspaper, magazine or publication, and

(B) the publisher or writer receives no commission or other consideration other than for acting in the capacity of publisher or writer; or

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(iv) activities or communications that may be otherwise specified by the Exchange.

(s) “Management Company Employee” means an individual employed by a person providing management services to the Corporation, which are required for the ongoing successful operation of the business enterprise of the Corporation, but excluding a person engaged in Investor Relations Activities.

(t) “Market Value” of a Performance Share Unit or a Share on any date means the closing price of the Shares on the Trading Day immediately preceding the relevant date; provided that if the Shares are no longer listed on any stock exchange, then the Market Value will be the fair market value of the Shares as determined by the Board.

(u) “NI 45-106” means National Instrument 45-106 – Prospectus Exemptions.

(v) “Plan” means this Performance Share Unit Plan of the Corporation as set forth herein as the same may be amended and/or restated from time to time.

(w) “Performance Period” means a period as specified by the Board in accordance with Section 4.2 in respect of which a Designated Participant may be or become entitled to receive any Shares issuable or amount payable on account of Performance Share Units.

(x) “Performance Share Unit Account” has the meaning ascribed thereto in Section 5.1.

(y) “Performance Share Units” or “PSUs” means a bookkeeping entry, denominated in Shares, credited to the Performance Share Unit Account of a Designated Participant in accordance with the provisions hereof.

(z) “PSU Agreement” has the meaning ascribed thereto in Section 4.4. (aa) “Regulators” has the meaning ascribed thereto in Section 10.1(a).

(bb) “related entity” has the meaning ascribed to that term in Section 2.22 of NI 45- 106.

(cc) “Securities Act” means the Securities Act (British Columbia) or its successor, as amended from time to time.

(dd) “Security-Based Compensation Arrangements” includes:

(i) the Plan;

(ii) the Amended Incentive Stock Option Plan of the Corporation;

(iii) the Amended Restricted Share Unit Plan of the Corporation; and

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(iv) any employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of securities of the Corporation to one or more service providers, including a share purchase from treasury which is financially assisted by the Corporation by way of a loan, guarantee or otherwise.

(ee) “Share” means, subject to Article 8 hereof, a common voting share or variable voting share of the Corporation. On the redemption of PSUs granted under the Plan, holders who are US Citizens will receive common voting shares of the Corporation and holders who are not US Citizens will receive variable voting shares of the Corporation. In the event the share capital of the Corporation is restructured to be a single class, then both US Citizens and non-US Citizens shall receive the same class of shares.

(ff) “Target Milestones” means the target milestones (which may include performance and/or time targets) set by the Board for a Designated Participant for a Performance Period at the time of granting the PSU.

(gg) “Trading Day” means any day on which the Exchange is open for trading of Shares provided that if the Shares are no longer listed on any stock exchange, means any day which is a business day in British Columbia.

(hh) “TSXV” means the TSX Venture Exchange.

(ii) “US Citizen” means a citizen of the United States.

(jj) “US Taxpayer” means a Designated Participant liable to pay income taxes in the United States as a result of the grant of an RSU or redemption thereof.

(kk) “Vested Performance Share Unit” has the meaning ascribed thereto in Section 6.1.

All references to “termination date” or similar terms herein is deemed to be the date of termination of employment or engagement of the Designated Participant with the Corporation or related entity, as the case may be, by the Corporation or related entity, as the case may be, and all references herein to “termination of employment or engagement”, “termination date” or similar references means the last day of active employment or engagement with the Corporation or its related entity, as the case may be, regardless of any salary continuance or notice period to or by the Corporation.

Unless otherwise indicated, all dollar amounts referred to in this Performance Share Unit Plan are in Canadian funds.

As used in this Plan, words importing the masculine gender shall include the feminine and neuter genders, words importing the singular shall include the plural and vice versa, unless the context otherwise requires and references to person includes any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation (with or without share capital), unincorporated association, trust, trustee, executor, administrator or other legal representative.

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ARTICLE 2

ADMINISTRATION OF THE PLAN

2.1 Administration of the Plan. The Plan shall be administered by the Compensation Committee.

2.2 Recommendations of CEO. The Chief Executive Officer of the Corporation shall periodically make recommendations to the Compensation Committee as to the grant of PSUs.

2.3 Compensation Committee. The Compensation Committee shall, periodically, after considering the Chief Executive Officer’s recommendations, make recommendations to the Board as to the grant of PSUs.

2.4 Board Authority. In addition to the powers granted to the Board under the Plan and subject to the terms of the Plan, the Board shall have full and complete authority to grant PSUs, to interpret the Plan, to prescribe such rules and regulations as it deems necessary for the proper administration of the Plan and to make such determinations and to take such actions in connection therewith as it deems necessary or advisable. Any such interpretation, rule, determination or other act of the Board shall be conclusively binding upon all persons.

2.5 Further Authorization. The Board may authorize one or more officers of the Corporation to execute and deliver and to receive documents on behalf of the Corporation.

ARTICLE 3

SHARES SUBJECT TO THE PLAN

3.1 Maximum Number of Shares. The maximum number of Shares which may be issued under this Plan, together with all other Security-Based Compensation Arrangements of the Corporation, shall not exceed 5,460,000 Shares, subject to adjustment as provided in Article 8.

3.2 Limitations on PSU Grants

(a) The aggregate number of Voting Shares issuable to any one Consultant under this Plan, together with all other Security-Based Compensation Arrangements, shall not, within a one year period, exceed 2% of the number of Voting Shares outstanding immediately prior to the grant of any such PSU.

(b) No Voting Shares shall be issuable to individuals and companies retained in Investor Relations Activities under this Plan.

ARTICLE 4

GRANTS OF PSUS

4.1 Grants of PSUs. Subject to the provisions of the Plan, the Board shall in its sole discretion and from time to time by resolution, determine those Designated Participants to whom PSUs shall be granted. The grant date (“Grant Date”) of a PSU for purposes of the Plan will be the date on which the PSU is awarded by the Board or such later date determined by the Board, subject to applicable securities laws and regulatory requirements.

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4.2 Terms and Conditions. The Board shall determine the terms and conditions in connection with each grant of a PSU including:

(a) the number of PSUs to be granted;

(b) the applicable Target Milestones;

(c) the Performance Period, provided that the Performance Period with respect to a grant of PSUs for Canadian Taxpayers shall not exceed that period commencing on the January 1 coincident with or immediately preceding the grant and ending on December 31 of the third year following the calendar year in which such PSUs were granted; and

(d) any other terms and conditions (which need not be identical) of all PSUs covered by any grant.

4.3 Black-out Periods. If the PSUs are inadvertently granted during a Black-out Period, then the Grant Date shall be deemed to be the first Trading Date following the end of the Black-out Period.

4.4 PSU Agreement. Upon the grant of a PSU, the Designated Participant and the Corporation shall enter into a PSU agreement (“PSU Agreement”) in a form set out in Schedule A or in such other form as approved by the Board, which shall set out the name of the Designated Participant, the number of PSUs, the Target Milestones, the Performance Period, the Grant Date, and such other terms and conditions as the Board may deem appropriate. No Shares will be issued on the Grant Date and the Corporation shall not be required to set aside a fund for the payment of any such PSUs.

4.5 Assignability. A PSU is personal to the Designated Participant and is non-assignable and non-transferable other than by will or by the laws governing the devolution of property in the event of death of the Designated Participant.

ARTICLE 5

ACCOUNTS

5.1 Performance Share Unit Account. An account, to be known as a “Performance Share Unit Account”, shall be maintained by the Corporation for each Designated Participant and shall be credited with such notional grants of PSUs as are granted to a Designated Participant from time to time. Each Designated Participant’s Performance Share Unit Account shall indicate the number of PSUs which have been credited to such account from time to time together with the Performance Period and Target Milestones.

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5.2 Cancellation of PSUs. PSUs that fail to vest in accordance with the Plan or that are redeemed in accordance with the Plan, shall be cancelled and a notation to such effect shall be recorded in the Designated Participant’s Performance Share Unit Account as of the date on which such PSUs fail to vest or are redeemed, as the case may be, and the Designated Participant will have no further right, title or interest in such PSUs, except in the case of Vested PSUs that have been redeemed but the payment has not been paid to the Designated Participant, the right to receive the payment applicable to the redeemed Vested PSU less any amounts that may be withheld hereunder.

ARTICLE 6

VESTING AND REDEMPTION OF PERFORMANCE SHARE UNITS

6.1 Vested PSU. PSUs granted to a Designated Participant under Article 4 in respect of a Performance Period, shall vest in accordance with this Article 6. Except where the context requires otherwise, each PSUs which is vested pursuant to this Article 6 shall be referred to herein as a “Vested Performance Share Unit”.

6.2 Vesting. Unless otherwise specified by the Board, subject to the remaining provisions of this Article 6, each PSU granted to a Designated Participant shall vest, based upon the Designated Participant’s performance toward Target Milestones during the related Performance Period as determined by the Board acting reasonably, in accordance with the vesting schedule established by the Board at the time of the grant and as set out in the PSU Agreement referred to in Section 4.4.

6.3 Redemption. Subject to the remaining provisions of this Article 6, each Designated Participant who continues in employment or under contract with the Corporation or a related entity of the Corporation shall have the right to receive, and shall receive, with respect to all PSUs that are Vested Performance Share Units as at the last day of the Performance Period as provided herein (or such earlier date in the case of Vested Performance Share Units that are redeemable immediately upon the achievement of Target Milestones) at the election of the Board in its sole discretion:

(a) a cash payment equal to the Market Value of such Vested Performance Share Units as of the date of redemption; or

(b) such number of Shares issued by the Corporation as are equal to the number of such Vested Performance Share Units; or

(c) any combination of the foregoing, such that the cash payment plus such number of Shares issued by the Corporation have a value equal to the Market Value of such Vested Performance Share Units as of the date of redemption;

in each case as soon as practicable following the end of the Performance Period or such earlier date in the case of Vested Performance Share Units that are redeemable immediately upon the achievement of Target Milestones.

6.4 Issuance and Delivery of Shares. No Share shall be delivered under the Plan unless and until the Board has determined that all provisions of applicable law have been satisfied. The Board may require, as a condition of the issuance and delivery of Shares pursuant to the terms hereof, that the recipient of such Shares make such covenants, agreements and representations, as the Board in its sole discretion deems necessary or desirable.

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6.5 Fractional Shares. The Corporation shall not be required to issue fractional Shares on account of the redemption of PSUs. If any fractional interest in a Share would, except for this provision, be deliverable on account of the redemption of PSUs, such fractional interest shall be satisfied by the Corporation paying to the Designated Participant or his beneficiary, if applicable, a cash amount equal to the fraction of the Share corresponding to such fractional interest multiplied by the Market Value of such Share.

ARTICLE 7

TERMINATION OF EMPLOYMENT AND ENGAGEMENT

7.1 Death, Disability, Retirement and Termination without Cause. Unless otherwise determined by the Board, if a Designated Participant dies during a Performance Period, or if a Designated Participant is an employee of the Corporation or a related entity of the Corporation and retires during a Performance Period or suffers a Disability during a Performance Period, or if a Designated Participant is terminated without Cause during a Performance Period and the Designated Participant’s Target Milestones for that Performance Period have not been met, then such Designated Participant or his/her beneficiary, if applicable, shall have the right to receive, and shall receive, with respect to all PSUs that are Vested Performance Share Units as determined in accordance with Section 7.2(a) or 7.2(b), mutatis mutandis, as at the Termination Date, at the election of the Board in its sole discretion:

(a) a cash payment equal to the Market Value of such Vested Performance Share Units as of the date of redemption; or

(b) such number of Shares duly issued by the Corporation as are equal to the number of such Vested Performance Share Units; or

(c) any combination of the foregoing, such that the cash payment, plus such number of Shares duly issued by the Corporation have a value equal to the Market Value of such Vested Performance Share Units as of the date of redemption;

in each case as soon as practicable following the Termination Date.

7.2 Termination Before Target Milestones. Unless otherwise determined by the Board, and subject to Section 4.2, if a Designated Participant dies during a Performance Period, or if a Designated Participant is an employee of the Corporation or a related entity of the Corporation and suffers a Disability during a Performance Period, or if a Designated Participant is terminated without cause during a Performance Period and in any such cases the Designated Participant’s Target Milestones for that Performance Period have not been met, then where the Designated Participant’s performance toward such Target Milestones:

(a) can be objectively measured, the vesting of the PSUs of such Designated Participant shall be in accordance with the proportional achievement of the Target Milestone as determined by the Board, acting reasonably; and

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(b) cannot be objectively measured but the Board considers that it can nevertheless measure such performance, the vesting of any PSUs of such Designated Participant shall be determined by the Board, acting reasonably.

7.3 Termination for Cause. Unless otherwise determined by the Board, if:

(a) the employment of a Designated Participant is terminated for Cause; or

(b) the Designated Participant terminates his employment with the Corporation or a related entity of the Corporation for any reason other than the circumstances specified in Section 7.2;

then such Designated Participant shall not be entitled to any cash or Shares on account of PSUs relating to any Performance Period in which such Designated Participant’s employment terminates and any such PSUs recorded in the Designated Participant’s Performance Share Unit Account shall be cancelled.

7.4 US Taxpayers. In the case of a Designated Participant who is a US Taxpayer, if a PSU is determined to constitute “deferred compensation” that is subject to Section 409A of the United States Internal Revenue Code (the “Code”) (e.g., generally, a PSU that ceases to be subject to a substantial risk of forfeiture, such as a substantial service or performance condition, in a tax year that precedes the tax year in which the redemption occurs), then the redemption of such PSU shall not occur on account of the Designated Participant’s termination of employment or engagement or Disability unless such termination constitutes a “separation from service” as defined under Code Section 409A and such Disability constitutes a disability as defined under applicable Code Section 409A. In the case of a Designated Participant who is a US Taxpayer and is a “specified employee” (as defined under Code Section 409A), if a PSU is subject to Code Section 409A and if the PSU’s redemption occurs on account of such Designated Participant’s separation from service, payment shall not occur until the six-month anniversary of such separation from service, or the date of the Designated Participant’s death, if earlier.

ARTICLE 8

ADJUSTMENT IN SHARES SUBJECT TO THE PLAN

8.1 Adjustment in Shares. In the event that:

(a) there is any change in the Shares of the Corporation through subdivisions or consolidations of the share capital of the Corporation, or otherwise;

(b) the Corporation declares a dividend on Shares payable in Shares or securities convertible into or exchangeable for Shares; or

(c) the Corporation issues Shares, or securities convertible into or exchangeable for Shares, in respect of, in lieu of, or in exchange for, existing Shares,

the number of Shares available for grants and the Shares subject to any PSU shall be adjusted appropriately by the Board in its sole discretion and such adjustment shall be effective and binding for all purposes of the Plan.

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ARTICLE 9

CHANGE IN CONTROL

9.1 Change in Control. Unless otherwise determined by the Board, or unless otherwise provided in the Designated Participant’s agreement with the Corporation or its related entity, or in the PSU Agreement, if a Change in Control shall conclusively be deemed to have occurred and either one of the following occurs:

(a) upon a Change in Control the surviving corporation (or any related entity thereof) or the potential successor (or any related entity thereto) fails to “continue or assume” the obligations with respect to each PSU or fails to provide for the “conversion or replacement” of each PSU with an equivalent award that satisfies the criteria set forth in Section 9.2(a) or 9.2(b); or

(b) in the event that the PSUs were “continued or assumed”, or “converted or replaced” as contemplated in 9.2, during the two-year period following the effective date of a Change in Control, the Designated Participant employment or engagement is terminated as contemplated in Section 7.1,

then there shall be immediate full vesting and redemption of each outstanding PSU; provided, however, that in the case of a Designated Participant who is a US Taxpayer, if a PSU is determined to constitute “deferred compensation” that is subject to Code Section 409A (e.g., generally, a PSU that ceases to be subject to a substantial risk of forfeiture, such as a substantial service or performance condition, in a tax year that precedes the tax year in which the redemption occurs), then there shall be immediate full vesting, but the redemption of such PSU shall not occur (i) under (a) above unless the Change in Control qualifies as a “change in control event” as defined under Code Section 409A, and (ii) under (b) above unless the termination of the Designated Participant’s employment or engagement constitutes a “separation from service” as defined under Code Section 409A. In the case of a Designated Participant who is a US Taxpayer and is a “specified employee” (as defined under Code Section 409A), if a PSU is subject to Code Section 409A and if the PSU’s redemption occurs on account of such Designated Participant’s separation from service, payment shall not occur until the six-month anniversary of such separation from service, or the date of the Designated Participant’s death, if earlier.

9.2 Interpretation. For the purposes of interpretation of Section 9.1:

(a) the obligations with respect to each Designated Participant shall be considered to have been “continued or assumed” by the surviving corporation (or any related entity thereto) or the potential successor (or any related entity thereto), if each of the following conditions are met, which determination shall be made solely in the discretionary judgment of the Board, which determination may be made in advance of the effective date of a particular Change in Control and shall be final and binding:

(i) the Shares remain publicly held and widely traded on an established stock exchange; and

(ii) the terms of the Plan and each PSU are not materially altered or impaired without the consent of the Designated Participant; and

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(b) the obligations with respect to each PSU shall be considered to have been “converted or replaced” with an equivalent award by the surviving corporation (or any related entity thereto) or the potential successor (or any related entity thereto), if each of the following conditions are met, which determination shall be made solely in the discretionary judgment of the Board, which determination may be made in advance of the effective date of a particular Change in Control and shall be final and binding:

(i) each PSU is converted or replaced with a replacement award in a manner that qualifies under subsection 7(1.4) of the Income Tax Act (Canada) in the case of a Designated Participant that is a Canadian Taxpayer ( or that complies with Code Section 409A in the case of a Designated Participant that is a US Taxpayer, to the extent applicable) on all or any portion of the benefit arising in connection with the grant, exercise and/or other disposition of such award;

(ii) the converted or replaced award preserves the existing value of each underlying PSU being replaced, contains provisions for scheduled vesting and treatment on termination of employment (including with respect to termination for Cause or constructive dismissal) that are no less favourable to the Designated Participant than the underlying PSU being replaced, and all other terms of the converted award or replacement award (but other than the security and number of shares represented by the continued award or replacement award) are substantially similar to the underlying PSU being converted or replaced; and

(iii) the security represented by the converted or replaced PSU is of a class that is publicly held and widely traded on an established stock exchange.

9.3 Discretion to Accelerate PSUs. Notwithstanding Section 9.1, in the event of a Change in Control, the Board may accelerate the dates upon which any or all outstanding PSUs shall vest and be redeemed, without regard to whether such PSUs have otherwise vested in accordance with their terms and such acceleration may or may not be conditional upon completion of the Change of Control event. . In the case of a Designated Participant who is a US Taxpayer, if a PSU is determined to constitute “deferred compensation” that is subject to Code Section 409A (e.g., generally, a PSU that ceases to be subject to a substantial risk of forfeiture, such as a substantial service or performance condition, in a tax year that precedes the tax year in which the redemption occurs), then the Board may at its discretion accelerate the vesting, but shall not accelerate the redemption of such PSU unless the Change in Control qualifies as a “change in control event” as defined under Code Section 409A.

9.4 Awards Need Not be Treated Identically. In taking any of the actions contemplated by this Article 9, the Board shall not be obligated to treat all PSUs held by any Designated Participant, or all PSUs in general, identically.

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ARTICLE 10

REGULATORY APPROVAL

10.1 Compliance. Notwithstanding any of the provisions contained in the Plan or any PSU, the Corporation’s obligation to grant PSUs or otherwise make payments to a Designated Participant hereunder shall be subject to:

(a) compliance with all applicable laws, regulations, rules, orders of governmental or regulatory authorities, including without limitation, any stock exchange on which the Shares are listed (“Regulators”); and

(b) receipt from the Designated Participant of such covenants, agreements, representations and undertakings, including as to future dealings in such PSUs, as the Corporation determines to be necessary or advisable in order to safeguard against the violation of the securities laws of any jurisdiction.

10.2 Regulator Requirements. Notwithstanding any provisions in the Plan or any PSU, if any amendment, modification or termination to the provisions hereof or any PSU made pursuant hereto are required by any Regulator, a stock exchange or a market as a condition of approval to a distribution to the public of any Shares or to obtain or maintain a listing or quotation of any Shares, the Board is authorized to make such amendments and thereupon the terms of the Plan, any PSUs, shall be deemed to be amended accordingly without requiring the consent or agreement of any Designated Participant or holder of a PSU.

ARTICLE 11

MISCELLANEOUS

11.1 Black-out Period. If a Performance Share Unit is redeemed during, or within 10 business days after, a Black-out Period imposed by the Corporation, then, notwithstanding any other provision of the Plan, the Performance Share Unit shall be redeemed 10 business days after the Black-out Period is lifted by the Corporation or such earlier date as determined by the Board. In order to avoid a salary deferral arrangement as referenced in Section 12.5, in the case of a Canadian Taxpayer, any redemption that is effected during a Black-out Period will be redeemed for cash In addition, in the case of a US Taxpayer, to the extent that a delay in the redemption would violate Code Section 409A, any redemption that is effected during a Black-out Period will be redeemed for cash.

11.2 Rights of Designated Participants. The Plan shall not confer upon any Designated Participant any right with respect to a continuation of employment with or engagement by, the Corporation nor shall it interfere in any way with the right of the Corporation to terminate any Designated Participant’s employment or engagement at any time.

11.3 No Interest. For greater certainty, no interest shall accrue to, or be credited to, the Designated Participant on any amount payable under the Plan.

11.4 No Dividend Rights. PSUs are not Shares and the grant of PSUs do not entitle a Designated Participant to any rights as a shareholder of the Corporation nor to any rights to Shares or any securities of the Corporation. Except as provided in Section 8.1 above, no holder of any PSU shall be entitled to receive and no adjustment shall be made for any dividends, distributions or any other rights declared on the Shares.

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11.5 No Representations or Warranty. The Corporation makes no representation or warranty as to the future market value of any PSU or Shares delivered in accordance with the provisions of the Plan.

11.6 Tax Withholding. If the Corporation or any of its related entities shall be required to withhold any amounts by reason of any federal, provincial, state, local or other rules or regulations concerning taxes or social security contributions in connection with the grants, vesting or redemption hereunder it may deduct and withhold such amount or amounts from any amount payable by the Corporation or the related entity to a Designated Participant, whether or not such payment is made pursuant to this Plan. In addition, or as an alternative to such withholding from payments, the Corporation or any related entity with a withholding obligation as described above may require a Designated Participant, as a condition of the grant or redemption of a PSU, to pay to the Corporation or related entity, as the case may be, an amount not exceeding the total of the withholding obligation of the Corporation or related entity arising in respect of the issuance or delivery of Shares to the Designated Participant, or to reimburse the Corporation or related entity for such amount. Under no circumstances shall the Corporation or any related entity be responsible for funding the payment of any tax on behalf of any a Designated Participant or for providing any tax advice to any Designated Participant. In the case of a Designated Participant who is a US Taxpayer, if the redemption date of an RSU occurs in a tax year that is after the tax year in which the PSU ceases to be subject to a substantial risk of forfeiture (e.g., is no longer subject to a substantial service or performance condition), then the Corporation or one of its related entities with a withholding obligation may be required to withhold employment taxes (e.g., U.S Social Security and Medicare) in the year in which the PSU ceases to be subject to a substantial risk of forfeiture, notwithstanding that U.S. income tax is assessed in the tax year in which the redemption occurs. In such case, the Corporation or one of its related entities may redeem PSUs to satisfy its withholding obligations, or as an alternative to redemption, may require a Designated Participant to pay to the Corporation or related entity, as the case may be, an amount not exceeding the total of the withholding obligation.

ARTICLE 12

EFFECTIVE DATE, AMENDMENT AND TERMINATION

12.1 Effective Date. The Plan is effective as of October 15, 2020.

12.2 Amendment of Plan. The Board may, subject to Shareholder approval, amend the Plan or the terms of a PSU at any time. Notwithstanding the foregoing, the Board is specifically authorized to amend or revise the terms of the Plan or PSUs without obtaining Shareholder approval in the following circumstances:

(a) to change the termination or vesting provisions of the PSUs;

(b) other amendments of a housekeeping nature, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein and updating provisions herein to reflect changes in the governing laws, including tax laws, and the TSXV requirements.

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Except as otherwise permitted by the TSXV, amendments to this provision as well as amendments to the number of Shares issuable under the Plan, (including an increase to a fixed maximum number of Shares or a fixed maximum percentage of Shares, as the case may be, or a change from a fixed maximum number of shares to a fixed maximum percentage) may not be made without obtaining approval of the Shareholders in accordance with TSXV requirements.

12.3 Suspension or Termination of Plan. The Board may suspend or terminate the Plan at any time. No action by the Board to terminate the Plan pursuant to this Article 12 shall affect any PSUs granted hereunder pursuant to the Plan prior to termination.

12.4 Amendments to Outstanding PSUs. Except as set out below, the Board may (without Shareholder approval) amend, modify or terminate any outstanding PSU, including, but not limited to, substituting another award of the same or of a different type or changing the Performance Period; provided, however, that, the Designated Participant’s consent to such action shall be required unless the Board determines that the action when taken with any related action, would not materially and adversely affect the Designated Participant or is specifically permitted hereunder.

12.5 Canadian Taxpayers. Notwithstanding the foregoing, no amendment to the Plan shall cause the Plan or PSUs granted to a Canadian Taxpayer hereunder to be made without consent of such Canadian Taxpayer if the result of such amendment would be to cause the PSU to be a “salary deferral arrangement” under the Income Tax Act (Canada).

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SCHEDULE A

DESIGNATED PARTICIPANT’S AGREEMENT

1. Agreement: This Agreement has been entered into by Global Crossing Airlines Group Inc. (the “Corporation”) and the Designated Participant as defined below.

2. Acknowledgment: The Designated Participant acknowledges having received a copy of the Corporation’s Performance Share Unit Plan dated October 15, 2020 (as amended or amended and/or restated from time to time, the “Plan”) and that the terms therein govern the grant hereunder.

3. Grant: Subject to the terms and conditions of the Plan, the Corporation grants the Designated Participant the Performance Share Units (“PSUs”) set out below on the terms and conditions set out below.

(a) Name of Designated Participant:                                      (the “Designated Participant”)

(b) Date of grant:                                     

(c) Number of PSUs:                                     

(d) Target Milestones: <@>

(e) Performance Period: <@>

(f) Other Terms: <@> [insert other terms if applicable]

4. Target Milestones. The achievement of the Target Milestones shall be determined by the Board in its sole discretion.

5. Compliance with Laws and Policies: The Designated Participant acknowledges and agrees that the undersigned will, at all times, act in strict compliance with any and all applicable laws and any policies of the Corporation applicable to the Designated Participant in connection with the Plan.

6. Terms and Conditions: This Acknowledgement is subject to the terms and conditions set out in the Plan, and such terms and conditions are incorporated herein by this reference. In the case of any inconsistency between this Agreement and the Plan, the Plan shall govern. Unless otherwise indicated, all defined terms shall have the respective meanings attributed thereto in the Plan.

Effective as of the              day of                                  , 20             .

GLOBAL CROSSING AIRLINES GROUP INC.
Per:
	Authorized Signatory

Acknowledged and Agreed to:

	)
	)
	)
Signature of Designated Participant	)	Signature of Witness
	)
	)
	)
Name and Title of Designated Participant	)	Name of Witness

A-2

EX-10.22

Exhibit 10.22

Execution Version

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is made on the 20th day of April, 2021, by and between Global Crossing Airlines Group Inc., a company domesticated under the laws of the State Delaware (the “Company”), and Ascent Global Logistics, Inc., a company incorporated pursuant to the laws of the State of Delaware (the “Subscriber”).

The parties hereby agree as follows:

1. Subscription

1.1 On the basis of the representations and warranties and subject to the terms and conditions set forth in this Agreement, the Subscriber hereby subscribes for and agrees to purchase: (i) 2,000,000 Units (the “Common Units”) at a price of US$1.29 per Common Unit. Each Common Unit is comprised of one Common Share (each, a “Common Share”) and one warrant to purchase Common Shares substantially in the form of Exhibit D attached hereto (each, a “Warrant”). Each Warrant will entitle the holder thereof to acquire one Common Share of the Company (each, a “Warrant Share”) at a price of US$1.50 per Warrant Share until 5:00 p.m. (Eastern time) on the date which is sixty (60) months following the Closing Date (as defined herein); and (ii) 5,537,313 Units (the “Class A Common Units”) at a price of US$1.34 per Class A Common Unit. Each Class A Common Unit is comprised of one Class A Common Share, having the rights and designations set forth therefor on the Certificate of Designations attached hereto as Exhibit I (each a “Class A Common Share”) and one Warrant to purchase Common Shares at a price of US$1.50 per Common Share. Each Warrant will entitle the holder thereof to acquire one Common Share of the Company at a price of US$1.50 per Warrant Share until 5:00 p.m. (Eastern time) on the date which is sixty (60) months following the Closing Date (as defined herein). The Common Units, Class A Common Units, Common Shares, Class A Common Shares, Warrants and Warrant Shares are referred to herein as, the “Offered Securities”.

1.2 The Certificate of Designation shall provide that the Class A Common Shares shall not be converted by the Subscriber, and the Company shall not effect any conversion of the Class A Common Shares or otherwise issue any Shares pursuant to the terms and conditions of the Class A Common Shares, to the extent (but only to the extent) that, after giving effect to such conversion, the Subscriber or any of and its affiliates collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) in the aggregate of the issued and outstanding Shares of the Company after such conversion. To the extent the above limitation applies, the determination of whether the Class A Common Shares shall be convertible (vis-à-vis other convertible, exercisable or exchangeable securities owned by the Subscriber or any of its affiliates) and of which such securities shall be convertible, exercisable or exchangeable (as among all such securities owned by the Subscriber and its affiliates) shall, subject to the Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to convert the Class A Common Shares or to issue Shares shall have any effect on the applicability of the provisions of the Class A Common Shares with respect to any subsequent determination of convertibility. Beneficial ownership and all determinations and calculations (including, without limitation, with respect to

Page 1 of 46

calculations of percentage ownership) shall be determined in accordance with the Securities Exchange Act of 1934 (the “Exchange Act”). For any reason at any time, upon the written or oral request of the Subscriber, the Company shall within one business day confirm orally and in writing to the Subscriber the number of Shares then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Shares, including, without limitation, pursuant to these Class A Common Shares. Unless otherwise provided, all dollar amounts referred to in this Agreement are in lawful money of the United States.

2. Terms and Conditions

The following are additional terms and conditions of this Agreement among the Company and the Subscriber.

Section 1 Definitions.

(1) Where used in this Agreement, or in any amendment to this Agreement, the following terms will have the following meanings, respectively:

“affiliate” means an affiliate as defined in National Instrument 45-106 – Prospectus Exemptions;

“Agreement” has the meaning set forth in the introductory paragraph above;

“Anti-Money Laundering Laws” has the meaning given to that term in Section 2(aa) of this Agreement;

“Board” means the board of directors of the Company, as constituted from time to time;

“Business Day” means a day which is not a Saturday, a Sunday or a day on which banks are not open for business in Miami, Florida and Belleville Michigan;

“Canadian Securities Laws” means, collectively, the applicable securities laws of each of the Qualifying Jurisdictions including the respective regulations and rules made under those securities laws together with all applicable published national and local instruments, policy statements, notices, blanket orders and rulings of the Securities Commissions and all discretionary orders or rulings, if any, of the Securities Commissions;

“Certificate of Designations” means the certificate of designations filed with the Secretary of State for the State of Delaware setting out the powers, designations, preferences and rights of the Class A Common Shares;

“Claim” has the meaning given to that term in Section 8(2) of this Agreement;

“Closing” means the completion of the issue and sale by the Company and the purchase by the Subscriber of the Securities pursuant to this Agreement;

“Closing Date” means April 26, 2021 or any earlier or later date as may be agreed to in writing by the Company and the Subscriber, each acting reasonably, provided such date is no later than May 10, 2021;

“Closing Time” means 10:00 a.m. (Eastern time) on the Closing Date, or any other time on the Closing Date as may be agreed to by the Company and the Subscriber;

“Class A Common Shares” means the class of non-voting common stock of the Company with the rights and privileges set forth in the Certificate of Designations that is separate and distinct from the Common Shares;

“Class A Common Units” has the meaning given to that term in Section 1 above;

“Common Shares” means the common stock of the Company, par value $0.001 per share;

“Common Units” has the meaning given to that term in Section 1 above;

“Communication” has the meaning given to that term in Section 13(1) of this Agreement;

“Company” has the meaning given to that term above;

“Company IP” means the Intellectual Property that is owned by, purported to be owned by, and/or used and controlled by the Company, whether through development, creation, conception or acquisition, that is necessary to the Company in the conduct of the Company’s business as now conducted and as presently proposed to be conducted;

“Condition of the Company” means the business, affairs, financial, regulatory approvals, operations, assets, liabilities (contingent or otherwise), and/or capital of the Company;

“Distribution” has the meaning given to that term under Canadian Securities Laws;

“Environmental Laws” has the meaning given to that term in Section 2(y) of this Agreement;

“FCPA” has the meaning given to that term in Section 2(z) of this Agreement;

“Governmental Body” means any: (i) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) any subdivision, agent, commission, board or authority of any of the foregoing, or (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, and any stock exchange or self-regulatory authority and, for greater certainty, includes the Securities Commissions and the TSXV;

“Hazardous Materials” has the meaning given to that term in Section 2(y) of this Agreement;

“IFRS” means International Financial Reporting Standards;

“Indemnification Agreement” means a certain indemnification agreement substantially in the form attached hereto as Exhibit E, to be entered into by the Company and each nominee director set forth in the Nomination Rights Agreement.

“Indemnified Party” has the meaning given to that term in Section 8 of this Agreement;

“Intellectual Property” means, without limitation, (i) trademarks, including brand names, trade names, registered and unregistered trademarks, service marks, certification marks, distinguishing guises, trade dress, get-up, logos and other indications of origin, and the goodwill associated with any of the foregoing; (ii) patents, including patents, patent applications (including all divisionals, continuations, continuation-in-part applications, renewals, re-examinations, extensions), reissues, patent rights and related applications and registrations thereto; (iii) copyrights, writing and other copyrightable works of authorship, including software and all rights thereto (including all computer software and programs (in both source code and object code form), all proprietary rights in the computer software and programs and all documentation and other materials related to the computer software and programs, data bases and related documentation); (iv) designs, design registrations, design registration applications, industrial designs, industrial design registrations, industrial design registration applications, design patents and design patent applications, integrated circuit topographies, maskworks, maskwork registrations and applications for maskwork registrations; and (iv) proprietary and non-public business information, including trade secrets, know- how, inventions, discoveries, improvements, concepts, ideas, methods, processes, designs, formulae, technical data, drawings, specifications, research and development information, customer lists, business plans and marketing plans;

“Laws” means Canadian Securities Laws, U.S. Securities Laws and all statutes, regulations, statutory rules, orders, by-laws, codes, ordinances, decrees, the terms and conditions of any grant of approval, permission, authority or license, or any judgement, order, decision, ruling or award and terms and conditions of any grant of approval, permission, authority or license of any Governmental Body, and the term

“applicable” with respect to such Laws apply to such persons or its or their business, undertaking, property or securities and emanate from a Governmental Body having jurisdiction over the person or persons or its or their business, undertaking, property or securities;

“Licensed IP” means the Intellectual Property owned by any person other than the Company and which the Company uses under license;

“Lien” means any mortgage, charge, pledge, hypothec, claim, security interest, assignment, lien (statutory or otherwise), title retention agreement or other encumbrance of any nature, including any arrangement or condition which, in substance, secures payment or performance of an obligation;

“Nomination Rights Agreement” means the Nomination Rights Agreement dated the date of this Agreement between the Company and the Subscriber respecting the nomination of two nominees designated by the Subscriber to the Board, substantially in the form attached hereto as Exhibit G;

“OFAC” has the meaning given to that term in Section 2(bb) of this Agreement;

“Offered Securities” has the meaning given to that term in Section 1 above;

“Offering” means the Distribution of the Offered Securities pursuant to this Agreement;

“Permitted Liens” means: (i) Liens for taxes and other governmental charges and assessments not yet due or delinquent or being contested in good faith by appropriate proceedings, (ii) Liens imposed by law and incurred in the ordinary course for obligations not yet due or delinquent, (iii) Liens in respect of pledges or deposits under workers’ compensation, social security or similar laws, other than with respect to any amounts which are due or delinquent, unless such amounts are being contested in good faith by appropriate proceedings, (iv) Liens for indebtedness arising in the ordinary course of business which is incurred to pay all or part of the purchase price of any personal or movable property, (v) Liens over aircraft and equipment that are leased by the Company in favour of the lessor of such aircraft or equipment; and (vi) Liens described in the Public Disclosure Documents;

“person” includes any individual, general partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or Company with or without share capital, joint stock company, association, trust, trust company, bank, pension fund, trustee, executor, administrator or other legal personal representative, regulatory body or agency, Governmental Body or other organization or entity, whether or not a legal entity, however designated or constituted;

“Proceedings” has the meaning given to that term in Section 2(r) of this Agreement;

“Public Disclosure Documents” means, collectively, all of the documents which have been filed on www.sedar.com by or on behalf of the Company during the three-year period prior to the Closing Date with the relevant Securities Commissions pursuant to the requirements of Canadian Securities Laws;

“Purchase Price” means the aggregate price payable by the Subscriber for the Offered Securities;

“Qualifying Jurisdictions” means, collectively, each of the provinces and territories of Canada, except Québec;

“Registration Rights Agreement” means the Registration Rights Agreement dated the date of this Agreement between the Company and the Subscriber substantially in the form attached hereto as Exhibit H;

“Regulation S” means Regulation S adopted by the SEC pursuant to the U.S. Securities Act;

“SEC” means the United States Securities and Exchange Commission;

“Securities Commission” means: (i) the applicable securities commission or securities regulatory authority in each of the Qualifying Jurisdictions; and (ii) the SEC;

“Subsidiary” means a subsidiary as defined in Section 1.1 of National Instrument 45-106 –Prospectus Exemptions, and “Subsidiaries” means more than one such Subsidiary;

“Transaction Documents” means this Agreement, the Warrants, the Nomination Rights Agreement, the Indemnification Agreements, and the Registration Rights Agreement;

“TSXV” means the TSX Venture Exchange;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended, including the rules and regulations thereunder;

“U.S. Securities Laws” means all applicable securities legislation in the United States, including, the U.S. Securities Act and the U.S. Exchange Act;

“United States” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia; and

“Units” means the Common Units and/or the Class A Common Units.

(2) Any reference in this Agreement to a section, paragraph, subsection, subparagraph, clause or subclause will refer to a section, paragraph, subsection, subparagraph, clause or subclause of this Agreement.

(3) All words and personal pronouns relating to those words will be read and construed as the number and gender of the party or parties referred to in each case required and the verb will be construed as agreeing with the required word and/or pronoun.

(4) The words “hereunder”, “hereof”, and similar phrases mean and refer to the Agreement.

(5) The Exhibits to this Agreement are incorporated by reference in, and form an integral part of, this Agreement for all purposes of it.

Section 2 Representations, Warranties and Covenants of the Company.

For purposes of this Section 2, the term ‘Company’ includes the Subsidiaries unless otherwise noted herein. The Company represents and warrants to the Subscriber, and acknowledges that the Subscriber is relying on such representations and warranties in purchasing the Offered Securities that, except as set forth in the “Disclosure Schedule” attached hereto as Exhibit F, the following representations are true, correct, and complete:

(a) the Company (excluding the Subsidiaries) is a valid and subsisting corporation, duly incorporated, continued or amalgamated under the laws of the State of Delaware and has all requisite power, capacity and authority to carry on its business as now conducted or contemplated to be conducted and to own, lease and operate its property and assets, and to execute, deliver and perform its obligations hereunder; and, no proceedings have been taken or authorized by the

Company or its shareholders or to the knowledge of the Company, any other person, with respect to the bankruptcy, insolvency, liquidation, dissolution or winding up of the Company. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on the Condition of the Company. Each Subsidiary is wholly-owned by the Company and is a valid and subsisting corporation or limited liability company, duly incorporated, continued or amalgamated under the laws of the state set forth in Section 2(a) of the Disclosure Schedule and has all requisite power, capacity and authority to carry on its business as now conducted or contemplated to be conducted and to own, lease and operate its property and assets; and, no proceedings have been taken or authorized by the Company or its shareholders or to the knowledge of the Company, any other person, with respect to such Subsidiary’s bankruptcy, insolvency, liquidation, dissolution or winding up of the Company. Each Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on the Condition of the Company;

(b) except as disclosed in the Public Disclosure Documents or in Section 2(a) of the Disclosure Schedule, the Company has no Subsidiaries and does not beneficially hold any securities or other interests, or securities convertible into or exchangeable for securities or other interests, of any other person;

(c) all of the issued and outstanding Common Shares of, and other equity interests in, the Company have been duly and validly authorized and issued, are fully paid and non-assessable, were issued in compliance with all applicable Laws, and are free and clear of any Liens whatsoever;

(d) all necessary corporate action has been taken by the Company to authorize the issuance, sale and delivery of the Offered Securities, and when issued and delivered by the Company pursuant to this Agreement, the Common Shares and Class A Common Shares will be validly issued as fully paid and non-assessable;

(e) all necessary corporate action has been taken to: (i) validly create, and upon receipt of the purchase price therefor, validly issue the Units, the Common Shares, the Class A Common Shares and the Warrants; and (ii) validly reserve the Warrant Shares for issuance, and, upon exercise of the Warrants in accordance with their terms and when issued and delivered by the Company against payment of the consideration therefor, such Warrant Shares will be validly issued as fully paid and non-assessable Common Shares;

(f) the execution, delivery and performance by the Company of this Agreement has been duly authorized by all necessary corporate action on the part of the Company and does not require the consent, approval, authorization, registration or qualification of or with any court, Governmental Body or other third party, except: (i) those which have been obtained (or will be obtained prior to the Closing Time), and (ii) those as may be required (and will be obtained prior to the Closing Time) under applicable Laws;

(g) the issuance and delivery of the Offered Securities pursuant to this Agreement is not subject to any pre-emptive right in favour of any person that has not been complied with or waived; on the issuance thereof, the Offered Securities will not be subject to any right of first refusal, or similar right in favour of any person, that is imposed under any contract, agreement or understanding to which the Company is a party;

(h) this Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally, (ii) as limited by the application of equitable principles when equitable remedies are sought, (iii) that rights to indemnity and contribution may be limited under applicable law, and (iv) that provisions that attempt to sever any provision which is prohibited or unenforceable under applicable Law without affecting the enforceability or validity of the remainder of the agreement would be determined only in the discretion of the court;

(i) as the date hereof, the Company has authorized share capital consisting of 200,000,000 Common Shares, of which an aggregate of 38,393,317 Common Shares are issued and outstanding;

(j) at Closing, the Company will have an authorized share capital consisting of 200,000,000 Common Shares with 5,537,313 of such Common Shares designated as Class A Common Shares, of which an aggregate of 38,393,317 Common Shares and no Class A Common Shares will be issued and outstanding immediately prior to Closing as fully paid and non-assessable, and of which 40,393,317 Common Shares and 5,537,313 Class A Common Shares will be issued and outstanding immediately following the Closing as fully paid and non-assessable;

(k) as of Closing, the Company has reserved 5,460,000 Common Shares for issuance to officers, directors, employees and consultants of the Company pursuant to its Stock Option Plan, Restricted Share Unit Plan and Performance Share Unit Plan adopted by the Boards and approved by the Company shareholders (the “Stock Plan(s)”). Of such reserved Common Shares, 1,027,500Common Shares have been issued or are issuable pursuant to restricted stock purchase agreements, options to purchase 1,362,000 Common Shares have been granted and are currently outstanding, and 3,070,500 shares of Common Shares remain available for issuance to officers, directors, employees and consultants pursuant to the Stock Plan(s). The Company has furnished to the Purchasers complete and accurate copies of the Stock Plan(s) and forms of agreements used thereunder. Except the extent disclosed under Sections 2(i), 2(j), 2(k), and 2(l) hereunder, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any shares of capital stock or any securities convertible into or exchangeable for shares of the Company’s capital stock;

(l) as of Closing, the Company has issued warrants exercisable to purchase 22,008,095 (inclusive of the Warrants) ;

(m) as of Closing, shares of the Company’s capital stock held directly and indirectly by U.S. Persons, including securities issued by the Company that are convertible into, or exchangeable or exercisable for, shares of the Company’s capital stock, do in aggregate exceed 51% of the Company’s issued and outstanding capital stock and exceed 51% on fully-diluted, as-converted to Common Shares basis;

(n) the attributes of each of the Offered Securities are consistent in all material respects with the description thereof in the Public Disclosure Documents;

(o) the Company is not in violation of any Laws, other than violations which would not individually or in the aggregate reasonably be expected to have a material adverse effect on the Condition of the Company;

(p) save and except for the United States Department of Transportation (the “USDOT”) and the Federal Aviation Administration (the “FAA”) certifications, the Company possesses all licences, permits, franchises, certificates, registrations and authorizations necessary to conduct its business and own its property and assets and is not in default or breach of any of the foregoing, except for failure to possess, defaults or breaches which would not individually or in the aggregate reasonably be expected to have a material adverse effect on the Condition of the Company.;

(q) except those that would not reasonably be expected to have a material adverse effect on the Condition of the Company, the Company is not in breach of, conflict with, or default under, and no event or omission has occurred which after notice or lapse of time or both, would constitute a breach of, conflict with, or default under, or would result in the acceleration or maturity of any material indebtedness or other material liabilities or obligations under any mortgage, hypothec, note, indenture, contract, agreement (written or oral), instrument, lease, licence or other document to which it is a party or is subject or by which it is bound;

(r) there is no action, suit or proceeding before or by any Governmental Body now pending or, to the knowledge of the Company, threatened against the Company, any of its executive officers, employees, or members of its Board, or any of its properties or assets (collectively, “Proceedings”) that is required to be disclosed in the Public Disclosure Documents or that would reasonably be expected to have a material adverse effect on the Condition of the Company or the consummation of the transactions contemplated in this Agreement, and the aggregate of all pending Proceedings, including routine litigation, would not reasonably be expected to have a material adverse effect on the Condition of the Company if determined unfavourably. Neither the Company nor, to the Company’s knowledge, any of its executive officers, members of its Board, or employees is a party or is named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit, proceeding or investigation by the Company pending or which the Company intends to initiate;

(s) no Governmental Body has issued any order preventing or suspending the trading of the Company’s securities, the Distribution of the Offered Securities and the Company is not aware of any investigation, order, inquiry or proceeding which has been commenced or which is pending, contemplated or threatened by any such authority;

(t) the financial statements contained in the Public Disclosure Documents and presented to the Subscriber fairly and accurately present in all material respects the consolidated financial position, results of operations, comprehensive income, shareholders’ equity and cash flow of the Company, respectively, as at the dates and for the periods indicated. Such financial statements have been prepared in conformity with IFRS on a basis consistent throughout the periods indicated and are in accordance with the books and records of the Company. Except as set forth in the Public Disclosure Documents, the Company has no material liabilities or obligations, contingent or otherwise, other than: (i) liabilities incurred in the ordinary course of business subsequent to September 30, 2020; (ii) obligations under contracts and commitments incurred in the ordinary course of business; and (iii) liabilities and obligations of a type or nature not required under IFRS to be reflected in such financial statements, which, in all such cases, individually and in the aggregate would not have a material adverse effect on the Condition of the Company;

(u) (i) to the knowledge of the Company: (A) no executive officer of the Company named in the Public Disclosure Documents has advised the Company of any current plans to terminate his or her employment, (B) except as would not result in a material adverse effect on the Condition of the Company, no member of management of the Company, including the executive officers described in the Public Disclosure Documents, is subject to any secrecy or non-competition agreement or any other agreement or restriction of any kind that would impede in any way the ability of such member of management to carry out fully all activities of such employee in furtherance of the Company’s business, and (C) no member of management of the Company, including the executive officers named in the Public Disclosure Documents or any other former executive, has any claim with respect to any Company IP;

(v) the Company has good and marketable title to the material property and assets owned by the Company and holds valid leases in all material property leased by it, in each case, free and clear of all Liens other than: (i) those which would not individually or in the aggregate reasonably be expected to have a material adverse effect on the Condition of the Company; or (ii) Permitted Liens;

(w) all material tangible assets of the Company are in good working condition and repair except as would not individually or in the aggregate reasonably be expected to have a material adverse effect on the Condition of the Company;

(x) the Company maintains insurance policies with reputable insurers against risks of loss of or damage to their properties, assets and business of such types and in such amounts as are customary in the case of entities engaged in the same or similar businesses and the Company is not in default in any material respect under any such policies;

(y) except as would not individually or in the aggregate reasonably be expected to have a material adverse effect on the Condition of the Company: (i) the Company is not in violation of any applicable Law relating to pollution or occupational health and safety, the environment (including ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including Laws relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (ii) to the knowledge of the Company, there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, Liens, notices of non-compliance or violation, investigation or proceedings relating to any Environmental Laws against the Company, and (iii) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company relating to Hazardous Materials or any Environmental Laws;

(z) the Company has not and, to the knowledge of the Company, nor has any director, officer, agent, employee, affiliate or other person acting on behalf of the Company, in the course of its actions for, or on behalf of, the Company: (i) made any direct or indirect unlawful payment to any “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder) (collectively, the “FCPA”) or to any “foreign public official” (as defined in the Corruption of Foreign Public Officials Act (Canada), as amended (the “CFPOA”)); (ii) violated or is in violation of any provision of the FCPA or the CFPOA or any similar anti-corruption Laws of any other jurisdiction in which the Company conducts business; or (iii) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment. The Company has instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws;

(aa) the operations of the Company are and have been conducted in material compliance with all applicable anti-money laundering laws of the jurisdictions in which the Company conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any Governmental Body to which they are subject (collectively the “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any Governmental Body or any arbitrator involving the Company with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened;

(bb) neither the Company nor any director, officer, employee, or to the knowledge of the Company, any agent, affiliate or person acting on behalf of the Company is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), nor is the Company located, organized or resident in a country or territory that is the subject or target of such sanctions; and the Company will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, or any joint venture partner or other person or entity, for the purpose of facilitating or financing the activities of or business with any person, or in any country or territory, that currently is the subject of any sanction administered by OFAC or in any other manner that will result in a violation by any person (including any person participating in the transaction whether as underwriter, initial purchaser, advisor, investor or otherwise) of sanctions administered by OFAC;

(cc) the Company is the legal and beneficial owner of, has good and marketable title to, the right to use and exploit, and owns all rights, title and interest in all Company IP free and clear of all Liens except for Permitted Liens, covenants, conditions, options to purchase and restriction or, except as would not result in a material adverse effect on the Condition of the Company;

(dd) except as would not reasonably be expected to have a material adverse effect on the Condition of the Company: (i) no action, suit, proceeding or claim is pending, nor has the Company received any notice or claim (whether written, oral or otherwise), challenging the ownership, validity or right to use any of the Company IP or suggesting that any other person has any claim of legal or beneficial ownership or other claim or interest with respect to Company IP; (ii) to the knowledge of the Company, there is no Company IP being used or enforced by the Company in a manner that would result in its abandonment, cancellation or unenforceability; and (iii) to the knowledge of the Company, except in relation to certain trade-mark opposition proceedings initiated by the Company, no person is infringing upon, violating or misappropriating any material Company IP and the Company is not a party to any action or proceeding that alleges that any person has infringed, violated or misappropriated any Company IP;

(ee) except in each case as would not reasonably be expected to have a material adverse effect on the Condition of the Company, and except in relation to open source software or commercially available off-the-shelf software: (i) the Company has entered into valid and enforceable written agreements in respect of its Licensed IP; (ii) the Company has been granted licenses and permission to use, reproduce, sub-license, sell, modify, update, enhance or otherwise exploit the Licensed IP to the extent required to conduct the business of the Company (including, if required, the right to incorporate such Licensed IP into the Company IP); and (iii) all license agreements in respect to any Licensed IP that is material to the business of the Company are in full force and effect and the Company is not in default of any of its material obligations thereunder;

(ff) except in each case as would not reasonably be expected to have a material adverse effect on the Condition of the Company: (i) the Company is not a party to any action or proceeding; and (ii) to the knowledge of the Company, there are no actions or proceedings threatened that allege that the Company has infringed, violated or misappropriated any Intellectual Property of any person;

(gg) except as disclosed in the Public Disclosure Documents and except for the transactions contemplated by this Agreement, since December 31, 2019:

(i) there has not been any material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the Condition of the Company;

(ii) there has not been any material change in any compensation arrangement or agreement with any executive officer, Board member, or management level employee;

(iii) any declaration, setting aside, or payment or other distribution in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any such stock by the Company; and

(iv) there has been no transaction out of the ordinary course of business that is material to the Company;

(hh) to the knowledge of the Company, none of the Company’s directors or officers is now, or has ever been, subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public company or of a company listed on any stock exchange;

(ii) the minute books and corporate records of the Company made available to Bagchi Law, PLLC and Miller Thomson LLP, in connection with due diligence investigations of the Company are the original and complete minute books and records of the Company and contain, in all material respects, all proceedings of the shareholders, the Board and all committees of the Board;

(jj) the Company’s auditors, Rosenberg Rich Baker Berman & Company, are independent public accountants within the context of the CPA Code of Professional Conduct of the Chartered Professional Accountants of British Columbia as required under Canadian Securities Laws and there has not been any disagreement (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations) with the present or any former auditors of the Company;

(kk) except as set forth in Section 2(kk) of the Disclosure Schedule, there are no agreements, understandings or proposed transactions between the Company and any of its executive officers, members of the Board, consultants or employees, or any affiliate thereof. The Company is not indebted, directly or indirectly, to any of its members of the Board, executive officers or employees or to their respective spouses or children or to any Affiliate of any of the foregoing, other than in connection with expenses or advances of expenses incurred in the ordinary course of business or employee relocation expenses and for other customary employee benefits made generally available to all employees. None of the Company’s Board members, executive officers or employees, or any members of their immediate families, or any Affiliate of the foregoing are, directly or indirectly, indebted to the Company or have any: (i) material commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationship with any of the Company’s customers, suppliers, service providers, joint venture partners, licensees and competitors; (ii) direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation which competes with the Company; or (iii) financial interest in any contract with the Company;

(ll) the Company does not engage in: (i) the design, fabrication, development, testing, production or manufacture of one (1) or more “critical technologies” within the meaning of the Defense Production Act of 1950, as amended, including all implementing regulations thereof (the “DPA”); (ii) the ownership, operation, maintenance, supply, manufacture, or servicing of “covered investment critical infrastructure” within the meaning of the DPA (where such activities are covered by column 2 of Appendix A to 31 C.F.R. Part 800); or (iii) the maintenance or collection, directly or indirectly, of “sensitive personal data” of U.S. citizens within the meaning of the DPA. The Company has no current intention of engaging in such activities in the future; and

(mm) the Company has made available to the Subscriber all the information the Subscriber has requested for deciding whether to acquire the Offered Securities, including certain of the Company’s projections describing its proposed business plan (the “Business Plan”). No representation or warranty of the Company contained in this Agreement, as qualified by the Disclosure Schedule, and no certificate furnished or to be furnished to the Subscriber at the Closing contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. The Business Plan was prepared in good faith; however, the Company does not warrant that it will achieve any results projected in the Business Plan.

Section 3 Covenants of the Company.

(1) The Company covenants and agrees with the Subscriber, and acknowledges that the Subscriber is relying on such covenants in connection with the purchase of the Offered Securities, that:

(a) on the Closing Date it will appoint to the Board the two nominees designated by the Subscriber in accordance with the provisions of the Nomination Rights Agreement and will enter into an Indemnification Agreement with each such nominee; and

(b) the Company will use its reasonable commercial efforts to promptly do, make, execute, deliver or cause to be done, made, executed or delivered, all such acts, documents and things as the Subscriber may reasonably require from time to time for the purpose of giving effect to this Agreement and the transactions contemplated by it and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Agreement and the transactions contemplated by it; and

(c) Within thirty (30) days following the Closing Date, the Company shall use its best efforts to enter into employment agreements with each of Ed Wegel, Ryan Goepel and Mark Salvador on terms and conditions acceptable to the Subscriber, acting reasonably. For greater certainty such employment agreements shall contain customary non-competition, non-solicitation and other restrictive covenants for senior executives of comparable entities.

(d) Within thirty (30) days following the Closing Date, the Company shall use its best efforts to cause Ed Wegel to transfer his ownership interest in the trademark “Global Crossing Airlines” to the Company or an affiliate.

Section 4 Representations and Warranties of the Subscriber

(1) The Subscriber hereby represents and warrants to the Company (which representations and warranties will survive the Closing) that:

(a) the Subscriber has completed Exhibit A and is a U.S. Person;

(b) the Subscriber is resident in the jurisdiction set out in Exhibit A;

(c) the Subscriber has reviewed the Acknowledgment – Personal Information as set out in Exhibit C;

(d) the Subscriber is acquiring the Securities for its own account for investment purposes only and not with a view to any resale, distribution or other disposition;

(e) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Subscriber;

(f) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the governing documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;

(g) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;

(h) the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including those risks disclosed in the Public Disclosure Documents and the possible loss of the entire Purchase Price; and

(i) the Subscriber is not an underwriter of, or dealer in, any of the Securities, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the Distribution of the Securities;

(2) In this Agreement, the term “U.S. Person” will have the meaning ascribed thereto in Regulation S, and for the purpose of this Agreement includes, but is not limited to: (a) any person in the United States; (b) any natural person resident in the United States; (c) any partnership or Company organized or incorporated under the laws of the United States; (d) any partnership or Company organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the U.S. Securities Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts; or (e) any estate or trust of which any executor or administrator or trustee is a U.S. Person.

Section 5 Acknowledgements of the Subscriber

(1) The Subscriber acknowledges and agrees that:

(a) except for the Registration Rights Agreement, the Company has not undertaken, and will have no obligation, to register any of the Offered Securities under the U.S. Securities Act or any other applicable Laws;

(b) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Agreement and the U.S. Questionnaire;

(c) the Subscriber is a company and has completed Exhibit B “Corporate Placee Registration Form” (Form 4C); and

(d) the Subscriber consents to the placement of a legend or legends on any certificate or other document evidencing any of the Offered Securities setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement, with such legend(s) to be substantially as follows:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE. THESE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY, IN THE OPINION OF COMPANY COUNSEL, OF AN EXEMPTION FROM REGISTRATION THEREUNDER.”

“WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [insert four months and one day from the Closing Date.].”

Section 6 Conditions of Closing.

(1) The Closing of the sales of Offered Securities to the Subscriber is conditional upon and subject to:

(a) the Company having obtained all necessary approvals and consents for the Offering, including without limitation the conditional approval of the TSXV and approval of the Board;

(b) the issue and sale of the Offered Securities being exempt from the requirement to file a prospectus and the requirement to deliver an offering memorandum under applicable Laws relating to the sale of the Offering Securities; and

(c) the Subscriber shall have executed Exhibit A and Exhibit B to this Agreement.

(2) The Subscriber’s obligations to purchase the Offered Securities at the Closing Time shall be subject to the following conditions, which conditions are for the sole benefit of the Subscriber and may be waived in writing in whole or in part by the Subscriber, in its sole discretion:

(a) the Company and the Subscriber shall have entered into this Agreement;

(b) the Company shall have filed and received notice of effectiveness of the Certificate of Designations from the Delaware Secretary of State;

(c) the Subscriber shall have received at the Closing Time: (i) a stock certificate of the Company for 2,000,000 Common Shares; (ii) stock certificate of the Company for 5,537,313 Class A Common Shares; and (iii) executed Warrant certificates;

(d) the Company shall have appointed to the Board, effective immediately following the Closing Time, as directors, two nominees designated by the Subscriber and entered into and executed an Indemnification Agreement with each such nominee;

(e) the Company shall have appointed to the Board one observer designated by the Subscriber;

(f) the Company and the Subscriber shall have entered into the Nomination Rights Agreement;

(g) the Company and the Subscriber shall have entered into the Registration Rights Agreement;

(h) Ed Wegel shall have transferred his ownership interest in the trademark “Global Crossing Airlines” to the Company on terms and conditions acceptable to the Subscriber;

(i) the Subscriber shall have received at the Closing Time an undertaking dated the Closing Date, signed by the appropriate officers of the Company, addressed to the Subscriber, with respect to the employment agreements referred in Section 3(c) of this Agreement;

(j) the Subscriber shall have received at the Closing Time certificates dated the Closing Date, signed by the appropriate officers of the Company, addressed to the Subscriber and its counsel, with respect to the certificate of incorporation and by-laws of the Company, the Certificate of Designations, all resolutions of the Board and other corporate action relating to this Agreement and the sale of the Offered Securities, the incumbency and specimen signatures of signing officers and with respect to such other matters as the Subscriber may reasonably request;

(k) the Subscriber shall have received at the Closing Time a certificate or certificates dated the Closing Date and signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company or any other officer acceptable to the Subscriber addressed to the Subscriber certifying, to the best of the information, knowledge and belief of each person so signing, after having made due inquiry that, except as disclosed in the Public Disclosure Documents:

(i) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Offered Securities or any other securities of the Company has been issued or made by any Governmental Body and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, contemplated or threatened by any Governmental Body;

(ii) the Company has complied in all material respects with all the terms and conditions of this Agreement on its part to be complied with at or prior to the Closing Time; and

(iii) the representations and warranties of the Company contained in this Agreement are true and correct, in all material respects, as of the Closing Date with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby.

(l) all consents, approvals, permits, authorization or filings as may be required by any Governmental Authority, or any other third party necessary to complete the sale of the Offered Securities as contemplated herein shall have been made or obtained;

(m) the Common Shares shall be listed and posted for trading on the TSXV at the opening of trading on the Closing Date; and

(n) each of the representations and warranties of the Company contained in this Agreement shall be true and correct, in all material respects, as of the Closing Time, to the satisfaction of the Subscriber, acting reasonably, and the Company shall have fulfilled each of the covenants contained in this Agreement to the satisfaction of the Subscriber.

If the Company fails to satisfy any condition described in this Section 6(2) by May 7, 2021, unless waived by the Subscriber, the Subscriber may terminate this Agreement and the transactions contemplated hereby effective immediately upon delivery of written notice thereof to the Company.

Section 7 Closing.

(1) The closing of the purchase and sale of the Offered Securities will be completed at the Closing Time, at the offices of the Company’s counsel, or at any other place determined in writing by the Company and the Subscriber. At the Closing Time, the Company will deliver to the Subscriber:

(a) certificates for the Common Shares, the Class A Common Shares and Warrants sold pursuant to the Offering in a form acceptable to the Subscriber, acting reasonably, and the agreements and documents required to be delivered to the Subscriber pursuant to Section 6(2) above; and

(b) such further documentation as may be contemplated herein or as the Subscriber or the applicable Securities Commissions or the TSXV may reasonably require, against payment by the Subscriber of the purchase price for the Units, by wire transfers of immediately available funds to such account of the Company as the Company shall direct in writing.

Section 8 Indemnity.

(1) The Company hereby covenants and agrees to indemnify and save harmless the Subscriber and each of its affiliates, and each of their respective trustees, directors, officers, partners, employees, consultants, advisors and agents (each referred to in this Section 8(1) as an “Indemnified Party”) from and against all liabilities, claims, losses, costs, damages and expenses (including, without limitation, any legal fees or other expenses reasonably

suffered or incurred by any such Indemnified Party in connection with defending or investigating any of the above, which legal fees and other expenses the Company shall reimburse such Indemnified Party forthwith upon demand), but excluding any loss of profits, in any way caused by, or arising directly or indirectly from, or in consequence of:

(a) any information or statement contained in the Public Disclosure Documents or in any certificate of the Company or of any officer of the Company delivered hereunder or pursuant hereto which at the time and in light of the circumstances under which it was made contains or is alleged to contain a misrepresentation or an untrue statement of a material fact;

(b) any omission to state in the Public Disclosure Documents or any certificate of the Company or any officer of the Company delivered hereunder or pursuant hereto, any material fact required to be stated therein or necessary to make any statement therein not misleading in light of the circumstances under which it was made;

(c) any order made or any inquiry, investigation or proceedings commenced or threatened by any Securities Commission, stock exchange or other Governmental Body based upon any actual or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated or necessary to make any statement not misleading in light of the circumstances under which it was made or any misrepresentation contained in any Offering Document, preventing or restricting the trading in or the sale or Distribution of the Offered Securities;

(d) the non-compliance or alleged non-compliance, by the Company in respect of any requirement of Canadian Securities Laws, U.S. Securities Laws or any other applicable Laws; and/or

(e) any breach of any representation or warranty (and the facts or circumstances underlying such breach) of the Company contained herein or in any certificate of the Company or of any officer of the Company delivered hereunder or pursuant hereto or the failure of the Company to comply with any of its covenants or obligations hereunder.

(2) If any matter or thing contemplated by Section 8(1) (any such matter or thing being hereinafter referred to as, a “Claim”) is asserted by the Indemnified Party, the Indemnified Party shall notify the Company, as soon as practicable, of the nature of such Claim (but the omission to so notify the Company of any Claim shall not affect the Company’s liability except and only to the extent that the Company is materially prejudiced by the failure or delay to give notice). If a Claim is asserted against any Indemnified Party by a third party, the Company shall assume the defense of any suit brought to enforce such Claim, provided, however, that:

(a) the defence shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably, and

(b) no settlement of any such Claim or admission of liability may be made by the Company without the prior written consent of the Indemnified Party, acting reasonably, unless such settlement includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and does not include a statement as to or an admission of negligence, fault, culpability or failure to act, by or on behalf of any Indemnified Party.

Section 9 Survival of Representations, etc.

The representations, warranties, obligations and agreements of the Company contained in this Agreement and in any certificate delivered pursuant to this Agreement or in connection with the purchase and sale of the Offered Securities shall survive for a period of one (1) year from the Closing Date and, in each case, shall continue in full force and effect unaffected by any subsequent disposition of the Offered Securities by the Subscriber or the termination of the Subscriber’ obligations.

Section 10 Personal Information

(1) The Subscriber acknowledges and consents to the fact that the Company is collecting the Subscriber’s personal information for the purpose of fulfilling this Agreement and completing the Offering. The Subscriber’s personal information (and, if applicable, the personal information of those on whose behalf the Subscriber is contracting hereunder) may be disclosed by the Company to (a) stock exchanges or securities regulatory authorities, (b) the Company’s registrar and transfer agent, (c) Canadian tax authorities, (d) authorities pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and (e) any of the other parties involved in the Offering, including the Company’s legal counsel, and may be included in record books in connection with the Offering. By executing this Agreement, the Subscriber is deemed to be consenting to the foregoing collection, use and disclosure of the Subscriber’s personal information (and, if applicable, the personal information of those on whose behalf the Subscriber is contracting hereunder) for the foregoing purposes and to the retention of such personal information for as long as permitted or required by law or business practice. Notwithstanding that the Subscriber may be purchasing the Securities as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the nature and identity of such undisclosed principal, and any interest that such undisclosed principal has in the Company, all as may be required by the Company in order to comply with the foregoing.

(2) The Company hereby notifies the Subscriber, and the Subscriber agrees, that:

(a) the Company may deliver to any stock exchange or securities commission having jurisdiction over the Company, the Subscriber or this Subscription, including any Securities Commission or the SEC (collectively, the “Commissions”) certain personal information pertaining to the Subscriber, including such Subscriber’s full name, residential address and telephone number, the number of shares or other securities of the Company owned by the Subscriber, the number of Shares purchased by the Subscriber and the total purchase price paid for such Shares and the date of distribution of the Shares;

(b) such information is being collected indirectly by the Commissions under the authority granted to them in securities legislation; and

(c) such information is being collected for the purposes of the administration and enforcement of the securities laws.

Section 11 Costs.

The Subscriber acknowledges and agrees that all costs and expenses incurred by the Subscriber (including any fees and disbursements of any counsel retained by the Subscriber) relating to the purchase of the Offered Securities will be borne by the Subscriber.

Section 12 Excluded Opportunities.

The Company renounces, to the fullest extent permitted by law, any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any Excluded Opportunity. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of (i) any director of the Corporation who is not an employee of the Corporation or any of its subsidiaries, or (ii) any holder of Common Shares, Class A Common Shares or any partner, member, director, stockholder, employee, affiliate or agent of any such holder, other than someone who is an employee of the Corporation or any of its subsidiaries (collectively, the persons referred to in clauses (i) and (ii) are “Covered Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a director of the Corporation while such Covered Person is performing services in such capacity.

Section 13 Notice.

(1) Unless herein otherwise expressly provided, any notice, request, direction, consent, waiver, extension, agreement or other communication (a “Communication”) that is or may be given or made hereunder shall be in writing addressed as follows:

(a) in the case of the Company:

Global Crossing Airlines Group Inc.

4200 NW 36^th Street, Miami, FL, 33166

Attention:	Ryan Goepel, EVP/Chief Financial Officer
Email Address:	ryan.goepel@globalxair.com

(b) In the case of the Subscriber:

Ascent Global Logistics, Inc.

2068 E St, Belleville, MI, 48111

Attention:	Tom Stenglein, President & CEO
Email Address:	info@ascentgl.com

or to such other address as any of the parties may designate by notice given to the others.

(2) Each Communication shall be personally delivered to the addressee or sent by electronic mail to the addressee and a Communication which is personally delivered or delivered by electronic mail shall, if delivered before 5:00 p.m. (Miami time) on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered.

Section 14 Governing Law; Submission to Jurisdiction; Trial by Jury.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Agreement shall be brought and enforced in the Delaware Chancery Court, Wilmington Delaware, or in the United States District Court for the District of Delaware, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 12 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company and the Subscriber agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Subscriber hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

Section 15 Time.

Time shall be of the essence of this Agreement.

Section 16 Headings.

Headings are inserted for convenience of reference only and shall not affect the interpretation of this Agreement.

Section 17 Successors and Assigns.

This Agreement shall enure to the benefit of and be binding upon the parties and their respective successors (including any successor by reason of amalgamation or statutory arrangement) and permitted assigns and upon the heirs, executors, legal representatives, successors and permitted assigns. Save and except for a transfer to an affiliate by the Subscriber, no party shall assign any of its rights or obligations hereunder without the prior written consent of the other party hereto.

Section 18 Severability.

If any provision of this Agreement is determined to be void or unenforceable in whole or in part, such void or unenforceable provision shall not affect or impair the validity of any other provision of this agreement and shall be severable from this Agreement.

Section 19 Public Announcements.

The Company agrees that it shall not make any public announcements regarding the transactions contemplated hereunder without the prior written consent of the Subscriber such consent not to be unreasonably withheld.

Section 20 Entire Agreement.

This Agreement and the other documents referred to in this Agreement constitute the entire agreement among the Subscriber and the Company relating to the subject matter of this Agreement and supersede all prior agreements among those parties with respect to their respective rights and obligations in respect of the transactions contemplated under this Agreement including, without limitation, the Term Sheet between the Company and the Subscriber dated March 27, 2021.

Section 21 Counterparts.

This Agreement may be executed by the parties to this Agreement in counterpart and may be executed and delivered by facsimile or by email in PDF and all such counterparts and electronic copies shall constitute one and the same agreement.

[next page is the signature page]

IN WITNESS WHEREOF, the parties have executed this Securities Purchase Agreement as of the date first written above.

GLOBAL CROSSING AIRLINES GROUP INC.
By:	/s/ Edward Wegel
	Name: Edward Wegel
	Title: CEO

ASCENT GLOBAL LOGISTICS, INC.
By:	/s/ Tom Stenglein
	Name: Tom Stenglein
	Title: President and CEO

IN WITNESS WHEREOF, the parties have executed this Securities Purchase Agreement as of the date first written above.

GLOBAL CROSSING AIRLINES GROUP INC.
By:
	Name:
	Title:

:

ASCENT GLOBAL LOGISTICS, INC.
By:	/s/ Tom Stenglein
	Name: Tom Stenglein
	Title: President and CEO

EXHIBIT A

UNITED STATES ACCREDITED INVESTOR QUESTIONNAIRE

TO: GLOBAL CROSSING AIRLINES GROUP INC. (the “Company”)

RE: Purchase of Units (the “Securities”) of the Company

Capitalized terms used in this U.S. Questionnaire (this “Questionnaire”) and not specifically defined have the meaning ascribed to them in the Securities Purchase Agreement (the “Subscription Agreement”) between the undersigned (the “Subscriber”) and the Company to which this Exhibit A is attached.

This Questionnaire applies only to persons that are U.S. Purchasers. A “U.S. Purchaser” is: (a) any U.S. Person, (b) any person purchasing the Securities on behalf of any U.S. Person, (c) any person that receives or received an offer of the Securities while in the United States, or (d) any person that is in the United States at the time the Subscriber’s buy order was made or the Subscription Agreement was executed or delivered.

The Subscriber understands and agrees that none of the Securities have been or will be registered under the 1933 Act, or applicable state, provincial or foreign securities laws, and the Securities are being offered and sold to the Subscriber in reliance upon the exemption provided in Section 4(a)(2) of the 1933 Act and Rule 506 of Regulation D under the 1933 Act for non-public offerings. The Securities are being offered and sold within the United States only to “accredited investors” as defined in Rule 501(a) of Regulation D. The Securities offered hereby are not transferable except in accordance with the restrictions described herein.

The Subscriber represents, warrants, and certifies to, and covenants and agrees with, the Company (which representations, warranties, covenants, agreements and certifications will survive the Closing), and acknowledges that the Company is relying thereon, that:

1. it is not resident in Canada;

2. it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and it is able to bear the economic risk of loss of its entire investment;

3. the Company has provided to it the opportunity to ask questions and receive answers concerning the terms and conditions of the Offering and it has had access to such information concerning the Company as it has considered necessary or appropriate in connection with its investment decision to acquire the Securities;

4. it is acquiring the Securities for its own account, for investment purposes only and not with a view to any resale, distribution or other disposition of the Securities in violation of the United States securities laws;

5. it (a) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (b) has no need for liquidity in an investment in the Securities, and (c) is able to bear the economic risks of an investment in the Securities for an indefinite period of time;

6. if the Subscriber is an individual (that is, a natural person and not a Company, partnership, trust or other entity), then it satisfies one or more of the categories indicated below (please place an “X” on the appropriate lines):

a natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent, exceeds US$1,000,000. For purposes of this category, “net worth” means the excess of total assets at fair market value (including personal and real property, but excluding the estimated fair market value of a person’s primary home) over total liabilities. Total liabilities excludes any mortgage on the primary home in an amount of up to the home’s estimated fair market value as long as the mortgage was incurred more than 60 days before the Securities are purchased, but includes (a) any mortgage amount in excess of the home’s fair market value and (b) any mortgage amount that was borrowed during the 60 day period before the Closing Date for the purpose of investing in the Securities,

a natural person who had an individual income in excess of US$200,000 in each of the two most recent years, or joint income with their spouse or spousal equivalent in excess of US$300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year,

a director, executive officer, or general partner of the Company;

an individual holding in good standing any of the general securities representative license (Series 7), the investment adviser representative license (Series 65), or the private securities offerings representative license (Series 82); or

Any natural person who is a “knowledgeable employee,” as defined in rule 3c5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the Company of the securities being offered or sold where the Company would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act;

7. if the Subscriber is a Company, partnership, trust or other entity), then it satisfies one or more of the categories indicated below (please place an “X” on the appropriate lines):

an organization described in Section 501(c)(3) of the United States Internal Revenue Code, a Company, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Securities, with total assets in excess of US$5,000,000;

a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (United States) (“Advisers Act”);

a “family office,” as defined in rule 202(a)(11)(G)-1 under the Advisers Act: (i) with assets under management in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring the securities offered, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment;

a “family client,” as defined in rule 202(a)(11)(G)-1 under the Advisers Act), of a family office meeting the requirements for a “family office” above and whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family client is capable of evaluating the merits and risks of the prospective investment;

a trust with total assets in excess of US$5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act;

an entity in which all of the equity owners satisfy the requirements of one or more of the categories set forth in Section 6 of this Questionnaire;

any bank as defined in Section 3(a)(2) of the 1933 Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act whether acting in its individual or fiduciary capacity;

any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended;

any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940;

any insurance company as defined in Section 2(a)(13) of the 1933 Act;

any investment company registered under the Investment Company Act of 1940, as amended, or a business development company as defined in Section 2(a)(48) of that Act;

any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;

any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act;

any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of US$5,000,000; or

any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of US$5,000,000, or, if a self-directed plan, with investment decisions made solely by persons that are U.S. Accredited Investors;

8. it has not purchased the Securities as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, internet, television or other form of telecommunications, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

9. if the Subscriber decides to offer, sell or otherwise transfer any of the Securities, it will not offer, sell or otherwise transfer any of such Securities, directly or indirectly, unless:

(a) the sale is to the Company,

(b) the sale is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the 1933 Act and in compliance with applicable local laws and regulations in which such sale is made;

(c) the sale is made pursuant to the exemption from the registration requirements under the 1933 Act provided by Rule 144 thereunder and in accordance with any applicable state securities or “blue sky” laws, or

(d) the Securities are sold in a transaction that does not require registration under the 1933 Act or any applicable state laws and regulations governing the offer and sale of securities, and

(e) it has, prior to such sale pursuant to subsection (c) or (d), furnished to the Company an opinion of counsel of recognized standing reasonably satisfactory to the Company, to such effect;

10. it understands and acknowledges that, upon the issuance thereof, and until such time as the same is no longer required under the applicable requirements of the 1933 Act or applicable U.S. state laws and regulations, the certificates representing the Securities, and all securities issued in exchange therefor or in substitution thereof, will bear a legend (in addition to the legends required by Canadian securities laws and the TSX Venture Exchange) in substantially the following form:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF GLOBAL CROSSING AIRLINES INC. (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT OR (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

provided, that if any of the Securities are being sold pursuant to Rule 144 under the 1933 Act and in compliance with any applicable state securities laws, the legend may be removed by delivery to the Company’s registrar and transfer agent of an opinion satisfactory to the Company and its registrar and transfer agent to the effect that the legend is no longer required under applicable requirements of the 1933 Act or applicable state securities laws;

11. it understands and agrees that there may be material tax consequences to the Subscriber of an acquisition or disposition of the Securities. The Company gives no opinion and makes no representation with respect to the tax consequences to the Subscriber under United States, state, local or foreign tax law of the Subscriber’s acquisition or disposition of the Securities. In particular, no determination has been made whether the Company will be a “passive Foreign investment company” within the meaning of Section 1291 of the United States Internal Revenue Code;

12. it understands and agrees that the financial statements of the Company have been prepared in accordance with International Financial Reporting Standards, which differ from United States generally accepted accounting principles, and thus may not be comparable to financial statements of United States companies;

13. it consents to the Company making a notation on its records or giving instructions to any transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this Questionnaire and the Subscription Agreement;

14. it is resident in the United States of America, its territories and possessions or any state of the United States or the District of Columbia (collectively the “United States”), is a “U.S. Person” as such term is defined in Regulation S or was in the United States at the time the Securities were offered or the Subscription Agreement was executed;

15. it understands and acknowledges that (i) if the Company is ever deemed to be, or to have been at any time previously, an Company with no or nominal operations and no or nominal assets other than cash and cash equivalents, Rule 144 under the 1933 Act may not be available for resales of the Securities, and (ii) the Company is not obligated to take, and have no present intention of taking, any action to make Rule 144 under the U.S. Securities Act (or any other exemption) available for resales of the Securities;

16. it understands and acknowledges that the Company is not obligated to remain a “foreign Company”;

17. (a) the funds representing the Subscription Amount which will be advanced by it to the Company will not represent proceeds of crime for the purposes of the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act, as may be amended from time to time (the “PATRIOT Act”), and it acknowledges that the Company may in the future be required by law to disclose its name and other information relating to the Offering and its subscription hereunder, on a confidential basis, pursuant to the PATRIOT Act, and (b) no portion of the Subscription Amount to be provided by it (i) has been or will be derived from or related to any activity that is deemed criminal under the laws of the United States of America or any other jurisdiction, or (ii) is being tendered on behalf of a person or entity that has not been identified to or by it, and it shall promptly notify the Company if it discovers that any of such representations ceases to be true and provide the Company with appropriate information in connection therewith.

The Subscriber agrees that the above representations and warranties will be true and correct both as of the execution of this Questionnaire and as of the Closing and acknowledges that they will survive the completion of the issue of the Securities.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

The Subscriber acknowledges that the foregoing representations and warranties are made by the Subscriber with the intent that they be relied upon in determining the suitability of the Subscriber to acquire the Securities and that this Questionnaire is incorporated into and forms part of the Agreement. The Subscriber undertakes to immediately notify the Company of any change in any statement or other information relating to the Subscriber set forth herein which takes place prior to the Closing.

By completing this Questionnaire, the Subscriber authorizes the indirect collection of this information by each applicable regulatory authority and acknowledges that such information may be made available to the public under applicable laws.

Dated                                                              , 2021.

X

Signature of individual (if Subscriber is an individual)

X

Authorized signatory (if Subscriber is not an individual)

Name of Subscriber (please print)

Name of authorized signatory (please print)

Page 31 of 37

EXHIBIT B

FORM 4C

CORPORATE PLACEE REGISTRATION FORM

This Form will remain on file with the Exchange and must be completed if required under section 4(b) of Part II of Form 4B. The Company, trust, portfolio manager or other entity (the “Placee”) need only file it on one time basis, and it will be referenced for all subsequent Private Placements in which it participates. If any of the information provided in this Form changes, the Placee must notify the Exchange prior to participating in further placements with Exchange listed companies. If as a result of the Private Placement, the Placee becomes an Insider of the Company, Insiders of the Placee are reminded that they must file a Personal Information Form (2A) or, if applicable, Declarations, with the Exchange.

1. Placee Information:

(a) Name:                                                                                                                                                                                                 

(b) Complete Address:                                                                                                                                                                             

(c) Jurisdiction of Incorporation or Creation:                                                                                                                                        

2. (a)        Is the Placee purchasing securities as a portfolio manager: (Yes/No)?                                                                                     

(b) Is the Placee carrying on business as a portfolio manager outside of Canada: (Yes/No)?                                                            

3. If the answer to 2(b) above was “Yes”, the undersigned certifies that:

(a) it is purchasing securities of an Company on behalf of managed accounts for which it is making the investment decision to purchase the securities and has full discretion to purchase or sell securities for such accounts without requiring the client’s express consent to a transaction;

(b) it carries on the business of managing the investment portfolios of clients through discretionary authority granted by those clients (a “portfolio manager” business) in                                      [jurisdiction], and it is permitted by law to carry on a portfolio manager business in that jurisdiction;

(c) it was not created solely or primarily for the purpose of purchasing securities of the Company;

(d) the total asset value of the investment portfolios it manages on behalf of clients is not less than C$20,000,000; and

(e) it has no reasonable grounds to believe, that any of the directors, senior officers and other insiders of the Company, and the persons that carry on investor relations activities for the Company has a beneficial interest in any of the managed accounts for which it is purchasing.

Page 32 of 37

4. If the answer to 2(a). above was “No”, please provide the names and addresses of Control Persons of the Placee:

Name* City Province or State Country

* If the Control Person is not an individual, provide the name of the individual that makes the investment decisions on behalf of the Control Person.

5. Acknowledgement—Personal Information and Securities Laws

(a) “Personal Information” means any information about an identifiable individual, and includes information contained in sections 1, 2 and 4, as applicable, of this Form.

The undersigned hereby acknowledges and agrees that it has obtained the express written consent of each individual to:

(i) the disclosure of Personal Information by the undersigned to the Exchange (as defined in Appendix 6B) pursuant to this Form; and

(ii) the collection, use and disclosure of Personal Information by the Exchange for the purposes described in Appendix 6B or as otherwise identified by the Exchange, from time to time.

(b) The undersigned acknowledges that it is bound by the provisions of applicable Securities Law, including provisions concerning the filing of insider reports and reports of acquisitions.

Dated and certified (if applicable), acknowledged and agreed, at                                                                                                                   

on                                              , 2021.

(Name of Purchaser - please print)

(Authorized Signature)

(Official Capacity - please print)

(Please print name of individual whose signature appears above)

THIS IS NOT A PUBLIC DOCUMENT

Page 33 of 37

EXHIBIT C

ACKNOWLEDGEMENT – PERSONAL INFORMATION

1. TSX Venture Exchange Inc. and its affiliates, authorized agents, subsidiaries and divisions, including the TSX Venture Exchange (collectively referred to as the “Exchange”) collect Personal Information in certain Forms that are submitted by the individual and/or by an Company or Applicant and use it for the following purposes:

(a) to conduct background checks;

(b) to verify the Personal Information that has been provided about each individual;

(c) to consider the suitability of the individual to act as an officer, director, insider, promoter, investor relations provider or, as applicable, an employee or consultant, of the Company or Applicant;

(d) to consider the eligibility of the Company or Applicant to list on the Exchange;

(e) to provide disclosure to market participants as to the security holdings of directors, officers, other insiders and promoters of the Company, or its associates or affiliates;

(f) to conduct enforcement proceedings; and

(g) to perform other investigations as required by and to ensure compliance with all applicable rules, policies, rulings and regulations of the Exchange, securities legislation and other legal and regulatory requirements governing the conduct and protection of the public markets in Canada.

As part of this process, the Exchange also collects additional Personal Information from other sources, including but not limited to, securities regulatory authorities in Canada or elsewhere, investigative, law enforcement or self-regulatory organizations, regulations service providers and each of their subsidiaries, affiliates, regulators and authorized agents, to ensure that the purposes set out above can be accomplished.

The Personal Information the Exchange collects may also be disclosed:

(a) to the agencies and organizations in the preceding paragraph, or as otherwise permitted or required by law, and they may use it in their own investigations for the purposes described above; and

(b) on the Exchange’s website or through printed materials published by or pursuant to the directions of the Exchange.

The Exchange may from time to time use third parties to process information and/or provide other administrative services. In this regard, the Exchange may share the information with such third party service providers.

2. The Commissions may indirectly collect the Personal Information under the authority granted to them by securities legislation. The Personal Information is being collected for the purposes of the administration and enforcement of the securities legislation of the jurisdiction of each such Commission.

Page 34 of 37

For questions about the collection of Personal Information by the British Columbia Securities Commission, please contact the Administrative Assistant to the Director of Corporate Finance, 12th Floor, 701 West Georgia Street, Box 10142, Vancouver, BC V7Y 1L2, phone: (604) 899-6854.

Page 35 of 37

EXHIBIT D

FORM OF WARRANT

Page 36 of 37

Final Form

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED HEREBY, AND ANY SECURITIES ISSUABLE UPON EXERCISE OF SUCH SECURITIES, WILL NOT TRADE THE SECURITIES BEFORE [•], 2021.

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF GLOBAL CROSSING AIRLINES INC. (THE “ISSUER”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT OR (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE ISSUER AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

Warrant Certificate	2021-[●]	Number of Warrants:	[●]
Number:

COMMON STOCK PURCHASE WARRANT

For the Purchase of 7,537,313 Shares of Common Stock

of

GLOBAL CROSSING AIRLINES GROUP INC.

Purchase Warrant. THIS CERTIFIES THAT, in consideration for the subscription of Units pursuant to that certain Securities Purchase Agreement, dated on or about April 20, 2021, by and between Global Crossing Airlines Group Inc., a Delaware corporation (the “Company”), and Ascent Global Logistics, Inc. 2068 E Street, Belleville, MI, 48111 (“Holder”), to which this “Purchase Warrant” is attached (the “Subscription Agreement”), Holder is entitled, at any time or from time to time from the date of the closing of Holder’s subscription of Units pursuant to the Subscription Agreement (the “Effective Date”), and at or before 5:00 p.m., Eastern time, sixty (60) months from the Effective Date (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 7,537,313 shares of common stock of the Company, par value $0.001 per share (the “Shares”), subject to adjustment as provided in Section 4 hereof. If the Expiration Date is a day on which banking institutions are authorized by applicable law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at US$1.50 per Share; provided, however, that upon the occurrence of any of the events specified in Section 4 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context.

1. Exercise.

1.1 Exercise Form. In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly executed and completed and delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Shares being purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check or official bank check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and expire.Within 5 days after the payment of the Purchase Price following the exercise of this Warrant (in whole or in part) and compliance with Sections herein, the Company at its expense shall issue in the name of and deliver to the Holder (i) a certificate or certificates for the number of fully paid and non-assessable shares of Warrant Stock to which the Holder shall be entitled upon such exercise, and (ii) a new Warrant of like tenor to purchase up to that number of shares of Warrant Stock, if any, as to which this Warrant has not been exercised if this Warrant has not expired. The Holder shall for all purposes be deemed to have become the holder of record of such shares of Warrant Stock on the date this Warrant was exercised (the date the Holder has fully complied with the requirements of Sections herein), irrespective of the date of delivery of the certificate or certificates representing the Warrant Stock; provided that, if the date such exercise is made is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of record of such shares of Warrant Stock at the close of business on the next succeeding date on which the stock transfer books are open.

1.2 Restriction on Exercise. Notwithstanding anything to the contrary contained in this Purchase Warrant, the Purchase Warrants shall not be exercisable by the Holder, and the Company shall not effect any exercise of the Purchase Warrant or otherwise issue any Shares pursuant hereto, to the extent (but only to the extent) that, after giving effect to such exercise, the Holder and its affiliates collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the issued and outstanding Shares of the Company after such exercise. To the extent the above limitation applies, the determination of whether the Purchase Warrant shall be exercisable (vis-à-vis other convertible, exercisable or exchangeable securities owned by the Holder or any of its affiliates) and of which such securities shall be convertible, exercisable or exchangeable (as among all such securities owned by the Holder and its affiliates) shall, subject to the Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Purchase Warrant or to issue Shares pursuant to this Section 1.2 shall have any effect on the applicability of the provisions of this Section 1.2 with respect to any subsequent determination of convertibility. For purposes of this Section 1.2, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with the Securities Exchange Act of 1934 (the “Exchange Act”). The limitations contained in this Section 1.2 shall apply to a successor holder of the Purchase Warrant. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one business day confirm orally and in writing to the Holder the number of Shares then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Shares, including, without limitation, pursuant to this Purchase Warrant.

1.3 Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. In case of any reorganization of the Company (or any other corporation the stock or other securities of which are at the time receivable in exchange for the shares of Common Stock), or in case the Company (or any such other corporation) shall consolidate with or merge into another corporation or entity or convey all or substantially all its shares or assets to another corporation or entity (any such reorganization or other event hereafter being referred to as a “Fundamental Transaction”), then and in each such case this Purchase Warrant, as and at any time after the consummation of such Fundamental Transaction, shall be exercisable for such stock or other securities for which this Purchase Warrant would have exercisable immediately prior to any such Reorganization (the “Alternate Consideration”). To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new Purchase Warrant consistent with the foregoing provisions and evidencing the holder’s right to exercise such Purchase Warrant into the Alternate Consideration. The terms of any agreement to which the Company is a party and pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 1.3 and ensuring that the Common Stock (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. In the event of the merger or consolidation of the Company with or into another corporation, the shares of Common Stock shall maintain their relative rank, powers, designations and preferences and no merger shall have a result inconsistent therewith. The Company shall cause to be delivered (via overnight courier, facsimile or email) to the Holder, at its last address as it shall appear upon the books and records of the Company, written notice of any Fundamental Transaction at least ten (10) calendar days prior to the date on which such Fundamental Transaction is expected to become effective or close.

1.4 Legend. Each certificate for the securities purchased under this Purchase Warrant shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (the “Act”):

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW. NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE LAW WHICH, IN THE OPINION OF COUNSEL TO THE COMPANY, IS AVAILABLE.”

In addition, until the date that is four months and one day after the issuance of this Purchase Warrant, each certificate for the securities purchased under this Purchase Warrant shall bear a legend as follows:

“WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [•], 2021.”

2. Transfer.

2.1 General Restrictions. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto duly executed and completed, together with the Purchase Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within five (5) Business Days transfer this Purchase Warrant on the books of the Company and shall execute and deliver a new Purchase Warrant or Purchase Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Shares purchasable hereunder or such portion of such number as shall be contemplated by any such assignment.

2.2 Restrictions Imposed by the Securities Act. The securities evidenced by this Purchase Warrant shall not be transferred unless and until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the U.S. Securities Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Cozen O’Connor shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the registration statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.

3. New Purchase Warrants to be Issued.

3.1 Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price, the Company shall cause to be delivered to the Holder without charge a new Purchase Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of Shares purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned.

3.2 Lost Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Purchase Warrant and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new Purchase Warrant of like tenor and date. Any such new Purchase Warrant executed and delivered as a result of such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.

4. Adjustments.

4.1 Adjustments to Exercise Price and Number of Securities. The Exercise Price and the number of Shares underlying the Purchase Warrant shall be subject to adjustment from time to time as hereinafter set forth:

4.1.1 Share Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 4.3 below, the number of outstanding Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective day thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Shares, and the Exercise Price shall be proportionately decreased.

4.1.2 Aggregation of Shares. If, after the date hereof, and subject to the provisions of Section 4.3 below, the number of outstanding Shares is decreased by a consolidation, combination or reclassification of Shares or other similar event, then, on the effective date thereof, the number of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding Shares, and the Exercise Price shall be proportionately increased.

4.1.3 Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares other than a change covered by Section 4.1.1 or 4.1.2 hereof or that solely affects the par value of such Shares, or in the case of any share reconstruction or amalgamation or consolidation of the Company with or into another corporation or other entity (other than a consolidation or share reconstruction or amalgamation in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Shares), or in the case of any sale or conveyance to another corporation or entity of the shares or property of the Company as an entirety or substantially as an entirety, the Holder of this Purchase Warrant shall have the right thereafter (until the expiration of the right of exercise of this Purchase Warrant) to receive, as if on an “as exercised basis” notwithstanding no actual exercise, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification,

reorganization, share reconstruction or amalgamation, or consolidation following any such sale or transfer, by a Holder of the number of Shares of the Company obtainable upon exercise (including for greater certainty as if on an “as exercised basis” notwithstanding no actual exercise) of this Purchase Warrant immediately prior to such event; and if any reclassification also results in a change in Shares covered by Section 4.1.1 or 4.1.2, then such adjustment shall be made pursuant to Sections 4.1.1, 4.1.2 and this Section 4.1.3. The provisions of this Section 4.1.3 shall similarly apply to successive reclassifications, reorganizations, share reconstructions or amalgamations, or consolidations, sales or other transfers.

4.1.4 Changes in Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this Section 4, and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Shares as are stated in the Purchase Warrants initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Purchase Warrants reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Effective Date or the computation thereof.

4.2 Substitute Purchase Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation of the Company with or into, another corporation or other entity (other than a consolidation or share reconstruction or amalgamation which does not result in any reclassification or change of the outstanding Shares), the corporation or other entity formed by such consolidation or share reconstruction or amalgamation shall execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive, upon exercise of such Purchase Warrant, the kind and amount of shares of stock and other securities and property receivable upon such consolidation or share reconstruction or amalgamation, by a holder of the number of Shares of the Company for which such Purchase Warrant might have been exercised immediately prior to such consolidation, share reconstruction or amalgamation, sale or transfer. Such supplemental Purchase Warrant shall provide for adjustments which shall be identical to the adjustments provided for in this Section 4. The above provision of this Section shall similarly apply to successive consolidations or share reconstructions or amalgamations.

4.3 Elimination of Fractional Interests. The Company shall not be required to issue certificates representing fractions of Shares upon the exercise of the Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may be, to the nearest whole number of Shares or other securities, properties or rights.

5. Reservation and Listing. The Company shall at all times reserve and keep available out of its authorized Shares, solely for the purpose of issuance upon exercise of the Purchase Warrants, such number of Shares or other securities, properties or rights as shall be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of the Purchase Warrants and payment of the Exercise Price therefor, in accordance with the terms hereby, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder. The Company further covenants and agrees that upon exercise of the Purchase Warrants and payment of the

exercise price therefor, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder. As long as the Purchase Warrants shall be outstanding, the Company shall use its commercially reasonable efforts to: (i) cause all Shares issuable upon exercise of the Purchase Warrants to be listed (subject to official notice of issuance) on all national securities exchanges (or, if applicable, on the OTC Bulletin Board or any successor trading market) on which the Shares may then be listed and/or quoted; (ii) make all requisite filings under the Securities Act (British Columbia) and the U.S. Securities Act, the regulations made thereunder including those necessary to remain a reporting issuer not in default of any requirement of such legislation and regulations and all applicable securities regulations; and (iii) to preserve and maintain its corporate existence.

5. Certain Notice Requirements.

5.1 Holder’s Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events described in Section 4 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other shareholders of the Company at the same time and in the same manner that such notice is given to the shareholders.

5.2 Events Requiring Notice. The Company shall be required to give the notice described in this Section 5 upon one or more of the following events: (i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all the holders of its Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed.

5.3 Notice of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section 5 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall describe the event causing the change and the method of calculating same and shall be certified as being true and accurate by the Company’s Chief Financial Officer.

5.4 Transmittal of Notices. All notices, requests, consents and other communications under this Purchase Warrant shall be in writing and shall be deemed to have been duly made when hand delivered, or mailed by express mail or private courier service: (i) if to the registered Holder of the Purchase Warrant, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to following address or to such other address as the Company may designate by notice to the Holders:

If to the Holder, to the name and address of the Holder set out on page 1 of this Warrant Certificate.

If to the Company:

Global Crossing Airlines Group

Bldg. 5A, Miami Int’l Airport, 4th Floor.

4200 NW 36th Street, Miami, FL, 33166

Attention: Ryan Goepel, EVP/Chief Financial Office

Email Address:             ryan.goepel@globalxair.com

with a copy (which shall not constitute notice) to:

Cozen O’Connor

200 S. Biscayne Blvd.

Miami, FL 33131

Attn: Jahan Islami, Esq.; Martin Schrier, Esq.

Email Address: JIslami@cozen.com; MSchrier@cozen.com

6. Miscellaneous.

6.1 Amendments. Except as otherwise provided herein, this Purchase Warrant may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by the Company or the Holder of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Purchase Warrant shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

6.2 Severability. If any provision of this Agreement is determined to be void or unenforceable in whole or in part, such void or unenforceable provision shall not affect or impair the validity of any other provision of this agreement and shall be severable from this Agreement.

6.3 Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Purchase Warrant.

6.4 Entire Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection with this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

6.5 Binding Effect. This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions herein contained.

6.6 Governing Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought and enforced in the Delaware Chancery Court, Wilmington Delaware, or in the United States District Court for the District of Delaware, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Holder hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

6.7 Waiver, etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.

6.8 Execution in Counterparts. This Purchase Warrant may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties hereto. Such counterparts may be delivered by facsimile transmission or other electronic transmission.

6.9 Electronic Signature. This Warrant Certificate may be electronically signed on behalf of the Corporation by the Authorized Signing Officer of the Company and such electronic signature shall be deemed an original signature.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the [•] day of [•], 2021.

GLOBAL CROSSING AIRLINES GROUP INC.
By:
	Name:        Sheila Paine
	Title:          Corporate Secretary

[Form to be used to exercise Purchase Warrant]

Date: _______________, 20___

The undersigned hereby elects irrevocably to exercise the Purchase Warrant for    shares of common stock, par value $0.001 per share (the “Shares”), of Global Crossing Airlines Group Inc., a Delaware corporation (the “Company”), and hereby makes payment of $                (at the rate of $                            per Share) in payment of the Exercise Price pursuant thereto. Please issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been exercised.

Please issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been converted.

Signature

Signature Guaranteed                                             

INSTRUCTIONS FOR REGISTRATION OF SECURITIES

Name:

(Print in Block Letters)

Address:

NOTICE: The signature to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities exchange.

[Form to be used to assign Purchase Warrant]

ASSIGNMENT

(To be executed by the registered Holder to effect a transfer of the within Purchase Warrant): FOR VALUE RECEIVED, __________________ does hereby sell, assign and transfer unto the right to purchase shares of common stock, par value $0.001 per share, of Global Crossing Airlines Group Inc., a Delaware corporation (the “Company”), evidenced by the Purchase Warrant and does hereby authorize the Company to transfer such right on the books of the Company.

Dated: __________, 20__

Signature

Signature Guaranteed                                                                 

NOTICE: The signature to this form must correspond with the name as written upon the face of the within Purchase Warrant without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities exchange.

EXHIBIT E

FORM OF INDEMNIFICATION AGREEMENT

Page 37 of 37

Final Form

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into on April [•], 2021 between Global Crossing Airlines Group Inc., a corporation domesticated under the laws of the State of Delaware (the “Company”) and [•] (“Indemnitee”).

WITNESSETH THAT:

WHEREAS, highly competent persons have become more reluctant to serve corporations as directors and officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. The By-laws of the Company permit indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “Act”).

WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stakeholders and that the Company should act to assure such persons certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;

WHEREAS, this Agreement is a supplement to and in furtherance of the By-laws of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and

WHEREAS, Indemnitee does not regard the protection available under the Company’s By-laws and insurance as adequate in the present circumstances, and may not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company, honestly and in good faith with a view to the best interests of the Company, on the condition that he be so indemnified;

NOW, THEREFORE, in consideration of the promises herein contained, and in consideration of good and valuable consideration (the receipt of which is hereby acknowledged) and Indemnitee’s agreement to serve as a director from and after the date hereof, the Company and Indemnitee do hereby covenant and agree as follows:

1. Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In the event that the approval of the Court is required to effect any indemnification granted hereunder, the Company agrees to make application for and use its best efforts to obtain the Court’s approval to such indemnification provided that the Indemnitee has fulfilled the conditions set forth in Subsections 1(a)(i) and (ii) below. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

(a) Proceedings Other Than Proceedings by or in the Right of the Company.

Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee (i) acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, (ii) had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

(b) Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or on behalf of the Company or another entity to procure a judgment in its favour. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee has fulfilled the conditions set forth in Subsections 1(a)(i) and (ii) above; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding except with the approval of a court as contemplated by the Act.

(c) Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

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(d) Indemnification of Appointing Shareholder.

If (i) Indemnitee is or was affiliated with one or more investor that has invested in the Company (an “Appointing Shareholder”), and (ii) the Appointing Shareholder is, or is threatened to be made, a party to or a participant in any Proceeding relating to or arising by reason of Appointing Shareholder’s position as a stockholder of, or lender to, the Company, or Appointing Shareholder’s appointment of or affiliation with Indemnitee or any other director, including without limitation any alleged misappropriation of a Company asset or corporate opportunity, any claim of misappropriation or infringement of intellectual property relating to the Company, any alleged false or misleading statement or omission made by the Company (or on its behalf) or its employees or agents, or any allegation of inappropriate control or influence over the Company or its Board members, officers, equity holders or debt holders, then the Appointing Shareholder will be entitled to indemnification hereunder for Expenses to the same extent as Indemnitee, and the terms of this Agreement as they relate to procedures for indemnification of Indemnitee and advancement of Expenses shall apply to any such indemnification of the Appointing Shareholder.

The rights provided to the Appointing Shareholder under this Section 1(d) shall (i) be suspended during any period during which the Appointing Shareholder does not have a representative on the Company’s Board; provided, however, that in the event of any such suspension or termination, the Appointing Shareholder’s rights to indemnification will not be suspended or terminated with respect to any Proceeding based in whole or in part on facts and circumstances occurring at any time prior to such suspension or termination regardless of whether the Proceeding arises before or after such suspension or termination. The Company and Indemnitee agree that the Appointing Shareholder is an express third party beneficiary of the terms of this Section 1(d).

The Company hereby acknowledges that Indemnitee has certain rights to indemnification, advancement of expenses and/or insurance provided by Ascent Global Logistics, Inc. and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Certificate of Incorporation or Bylaws of the Company (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 1(d).

2. Additional Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the

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Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.

3. Contribution.

(a) Whether or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), subject to receipt of court approval if required pursuant to Section 124(4) of the Act, the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Company shall not enter into any settlement of any action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.

(b) Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall, subject to receipt of court approval if required pursuant to the Act, contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction or events from which such action, suit or proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the transaction or events that resulted in such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which applicable law may require to be considered. The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive.

(c) To the fullest extent permissible under applicable law, the Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

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(d) To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

4. Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

5. Advancement of Expenses. Notwithstanding any other provision of this Agreement, but subject to receipt of court approval if required under the Act, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free.

6. Procedures and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee indemnification to the fullest extent permitted by applicable laws and public policies. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement:

(a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The corporate secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing, any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of the Company.

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(b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: (1) by a majority vote of the disinterested directors, even though less than a quorum, (2) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum, (3) if there are no disinterested directors or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee, or (4) if so directed by the Board, by the shareholders of the Company. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought by Indemnitee.

(c) If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof, the Independent Counsel shall be selected as provided in this Section 6(c). The Independent Counsel shall be selected by the Board. Indemnitee may, within 10 days after such written notice of selection shall have been given, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 13 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Applicable Court or other court of competent jurisdiction for resolution of any objection which shall have been made by the Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 6(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c), regardless of the manner in which such Independent Counsel was selected or appointed.

(d) In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

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(e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(f) If the person, persons or entity empowered or selected under Section 6 to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making such determination with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 6(g) shall not apply if the determination of entitlement to indemnification is to be made by the shareholders pursuant to Section 6(b) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination, the Board or the Disinterested Directors, if appropriate, resolve to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within seventy-five (75) days after such receipt and such determination is made thereat, or (B) a special meeting of shareholders is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat.

(g) Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel, member of the Board or shareholder of the Company shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement. Subject to the terms of this agreement and applicable law, any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

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(h) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such action, suit or proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence (i) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.

7. Remedies of Indemnitee.

(a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within 90 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within ten (10) days after receipt by the Company of a written request therefor or (v) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the Province of Quebec, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification. Indemnitee shall commence such proceeding seeking an adjudication within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 7(a). The Company shall not oppose Indemnitee’s right to seek any such adjudication.

(b) In the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 6(b).

(c) If a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.

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(d) Subject to the Act, in the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on his behalf, in advance, any and all expenses (of the types described in the definition of Expenses in Section 13 of this Agreement) actually and reasonably incurred by him in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery.

(e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. Subject to the Act, the Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore) advance, to the extent not prohibited by law, such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be.

(f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

8. Non-Exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.

(a) The rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the By-laws, any agreement, a vote of shareholders, a resolution of directors of the Company, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the indemnification provisions or other provisions in the Act, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Certificate of Incorporation, By-laws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

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(b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(c) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(d) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

(e) The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

9. Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:

(a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or

(b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the United States Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or

(c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

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10. Duration of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an officer or director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter for the longer of (i) six years after the end of the period Indemnitee is an officer or director of the Company and (ii) so long as Indemnitee shall be subject to any Proceeding (or any proceeding commenced under Section 7 hereof) by reason of his Corporate Status, whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

11. Security. To the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee.

12. Enforcement.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company.

(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

(c) The Company shall not seek from a court, or agree to, a “bar order” or equivalent order which would have the effect of prohibiting or limiting the Indemnitee’s rights to receive advancement of expenses under this Agreement.

13. Definitions. For purposes of this Agreement:

(a) “Corporate Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving at the express written request of the Company.

(b) “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(c) “Enterprise” shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the express written request of the Company as a director, officer, employee, agent or fiduciary.

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(d) “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding and any federal, provincial, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including without limitation the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(e) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(f) “Proceeding” includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of his or her Corporate Status, by reason of any action taken by him or of any inaction on his part while acting in his or her Corporate Status; in each case whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce his rights under this Agreement.

14. Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. Further, the invalidity or unenforceability of any provision hereof as to either Indemnitee or Appointing Shareholder shall in no way affect the validity or enforceability of any provision hereof as to the other. Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee and Appointing Shareholder indemnification rights to the fullest extent permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.

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15. Modification and Waiver. No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

16. Notice By Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Company.

Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent:

(a)   To Indemnitee at the address set forth below Indemnitee signature hereto.

(b)   To the Company at:

Global Crossing Airlines Group Inc.
4200 NW 36^th Street, Miami, FL, 33166

Attention:                     Ryan Goepel, EVP/Chief Financial Officer

Email Address:             ryan.goepel@kglobalxair.com

or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

17. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.    

18. Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

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19. Governing Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the courts of the State of Delaware, and not in any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the State of Delaware for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the courts of the state of Delaware, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the courts of the State of Delaware has been brought in an improper or inconvenient forum.

SIGNATURE PAGE TO FOLLOW

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IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement on and as of the day and year first above written.

COMPANY
GLOBAL CROSSING AIRLINES GROUP INC.
By:
	Name:
	Title:
INDEMNITEE
Name:
Address:

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EXHIBIT F

DISCLOSURE SCHEDULE

This Disclosure Schedule is being delivered to the Subscriber in connection with the Securities Purchase Agreement (the “Agreement”), dated as of April 20, 2021, between the Company and the Subscriber. This letter, together with its Sections, forms one document which is the Disclosure Schedule.

No item in this Disclosure Schedule relating to any possible breach or violation of any agreement, Law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred, and nothing in this Disclosure Schedule constitutes an admission of any liability or obligation of the Company to any third party or shall confer or give to any third party any remedy, claim, liability, reimbursement, cause of action, or other right.

Capitalized terms used herein and not otherwise defined have the meanings given to them in the Agreement. References to articles, section numbers or Sections are references to the relevant articles, sections or Sections of the Agreement.

The fact that any item of information is contained herein shall not mean that such information is required to be disclosed in or by the Agreement, or to mean that such information is material.

This Disclosure Schedule is private and confidential. All of the information contained in this Disclosure Schedule is provided as of the date of the Agreement.

Section 2(a)

The Company has the following subsidiaries:

Name	Place of incorporation	Interest %	Principal activity
Global Crossing Airlines, Inc.	Delaware, United States	100% ownership by Global Crossing Airlines Group Inc.	Start-up of a US charter airline
Global Crossing Airlines, LLC	Florida, United States	100% ownership by Global Crossing Airlines Inc.	Operating Company
GlobalX Ground Team, LLC	Florida, United States	50% ownership by Global Crossing Airlines Inc.	Airline ground services
CubaX Air Tours, LLC	Florida, United States	100% ownership by Global Crossing Airlines Inc.	Air charter service
Canada Jetlines Operations Ltd.	Canada	100% ownership by the Global Crossing Airlines Group Inc.	Start-up of a ULCC scheduled airline service
GlobalX A320 Aircraft Acquisition Corp.	British Columbia, Canada	100% ownership by Global Crossing Airlines Group Inc.	Inactive subsidiary
GlobalX A321 Aircraft Acquisition Corp, Inc.	Nevada, United States	100% ownership by GlobalX A320 Aircraft Acquisition Corp.	Inactive subsidiary
GlobalX Travel Technologies, Inc.	Delaware, United States	100% ownership by The Company	Acquire and develop travel technology

The other 50% of GlobalX Ground Team, LLC is owned by KD Holdings who are the owners of Global Aviation services, a Canadian-owned Ground Handling Company.

Section 2(f)

The Company requires the consent of the TSX Venture Exchange to complete the Offering.

Section 2(u)¹

The Company has the following trademarks:

Applications

2

Registered Trademarks

IP Office	Title	Image	Status	Registration Number	Owner
United States	Jetlines	Jetlines	Registered	5,899,909	Canada Jetlines Ltd.
United States	Canada Jetlines	Canada Jetlines	Registered	5,893,966	Canada Jetlines Ltd.
Canada	Jetlines	Jetlines	Registered	TMA1,035,737	Canada Jetlines Ltd.
Canada	Canada Jetlines	Canada Jetlines	Registered	TMA1,035,710	Canada Jetlines Ltd.

Section 2(cc)

The trademark for Global Crossing Airlines is currently owned by Ed Wegel.

Section 2(gg)

The Company’s Board members are paid a quarterly retainer of $6,000 per quarter with an additional $3,000 per quarter for each committee.

The current annual salaries of the Company’s executive officers are as follows:

Ed Wegel	$	180,000
Ryan Goepel	$	144,000
Mark Salvador		$144,000
Juan Nunez		$144,000
George Hambrick		$144,000

All executives have been accepting reduced pay until the completion of FAA certification. These executives have been paid $9,000 per month and Ed Wegel has been paid less than this amount per month. All unpaid amounts are accrued on the Company’s balance sheet.

Section 2(kk)The Company has employment agreements with the following employees:

3

First Name	Last Name
Alfredo	Armas
Catherine	Carbonell
Alexander	Garita
Angel	Romero
DHARMESH	KAUSHIK
Duck enson	Charles
Edgar	Green
Felix	Burgos
Fernando	Donado
Firas	Alotaibi
Francisco	Arguello
George	Hambrick
Gianni	Laracuente
Haytham	Ibrahim
Isabel	Henao
Jacquelyn	Williams

4

Jeffrey	Aguirre
Jennifer	Alfonso
Jesus	Rivera
Joanna	Quintana
Joel	Harreld
Jose	Gonzalez
Jose	Fernandez
Kenny	Roy
Laura	Gonzalez
Leyla	Rojas
Lissette	Rivero
Lizette	Hernandez
Luis	Montiel
Marcia	Tassinari
Marjorie	Hernandez
Monika	Shah
Noslen	Perez
	Ramirez
Oscar	Rivera
Paula	Nelson
RJ	Gomez
Roberto	Dardano
Ronald	Garcia
Ryan	Spellman
Sole	Garcia

5

Steven	Cabrera
Varun	Nandlal
Victoria	Vera
Wendi	Allen
Yamila	Ali
Yanira	Rodriguez
Yolanda	Correa

• Zygimantas Surintas, a director of the Company, is the Chief Executive Officer for Smartlynx Airlines and the Company has an ACMI Agreement with Smartlynx Airlines

6

EXHIBIT G

FORM OF NOMINATION RIGHTS AGREEMENT

Page 39 of 37

Final Form

NOMINATION RIGHTS AGREEMENT

THIS NOMINATION RIGHTS AGREEMENT (this “Agreement”) is made on the •^th day of

April, 2021,

BETWEEN:

GLOBAL CROSSING AIRLINES GROUP INC., a company domesticated under the laws of the State of Delaware having its head office at 4200 NW 36^th Street, Miami, FL, 33166

(the “Company”),

AND:

ASCENT GLOBAL LOGISTICS, INC., a company incorporated under the laws of the State of Delaware having its head office at 2068 E Street, Belleville, MI, 48111

(“Ascent”).

WHEREAS:

A. Pursuant to that certain Securities Purchase Agreement, dated April 20^th, 2021 (the “Purchase Agreement”), by and between Ascent and the Company, Ascent has agreed to subscribe for and purchase: (i) 2,000,000 Units (the “Common Units”) at a price of US$1.29 per Common Unit. Each Common Unit is comprised of one Common Share (each, a “Common Share”) and one warrant to purchase Common Shares (each, a “Warrant”). Each Warrant entitles the holder thereof to acquire one Common Share of the Company (each, a “Warrant Share”) at a price of US$1.50 per Warrant Share; and (ii) 5,537,313 Units (the “Class A Common Units”) at a price of US$1.34 per Class A Common Unit. Each Class A Common Unit is comprised of one Class A Common Share, having the rights and designations set forth therefor on the Certificate of Designations (each a “Class A Common Share”) and one Warrant to purchase Common Shares at a price of US$1.50 per Common Share. Each Warrant entitles the holder thereof to acquire one Common Share of the Company at a price of US$1.50 per Warrant Share.

B. Upon completion of the transactions contemplated by the Purchase Agreement, Ascent will Own approximately 4.95% of the issued and outstanding Common Shares, prior to the conversion of any Class A Common Shares or exercise of any Warrants for Warrant Shares.

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:

1. DEFINITIONS

Where used in this Agreement, or in any amendment to this Agreement, the following terms will have the following meanings, respectively:

“affiliate” means an affiliate as defined in National Instrument 45-106 – Prospectus Exemptions;

“Business Day” means a day which is not a Saturday, a Sunday or a day on which banks are not open for business in Miami Florida and Belleville Michigan;

Final Form

“Class A Shares” means the class of non-voting common stock of the Company with the rights and privileges set forth in the Certificate of Designations that is separate and distinct from the Common Shares;

“Common Shares” means the common stock of the Company, par value $0.001 per share, as constituted on the date hereof;

“Nomination Notice” has the meaning ascribed thereto in Section 3(b);

“Nomination Right” has the meaning ascribed thereto in Section 2;

“Nomination Right Notice Period” has the meaning ascribed thereto in Section 3(b); and

“Own” means beneficially own, directly or indirectly, and “Owned” shall have a corresponding meaning;

“Ownership Threshold” means Ownership of at least 4% of the aggregate of Common Shares and Class A Shares. Such ownership calculation shall be determined by a formula: (i) the numerator of which shall be the sum of the Common Shares, the Class “A” Shares and the Warrants to purchase Warrant Shares, calculated on an “as converted”/”as exercised” basis, Owned by Ascent, together with its affiliates, and (ii) the denominator of which shall be the sum of all Common Shares that are issued and outstanding, and the number of Class “A” Shares Owned by Ascent, together with its affiliates, calculated on an ”as converted” basis;

“Person” means a natural person, partnership, limited partnership, limited liability partnership, company, corporation, limited liability corporation, unlimited corporation, joint stock company, trust, unincorporated association, joint venture or other entity or governmental authority.

2. ASCENT NOMINATION RIGHTS

(a) Ascent has, provided that it, together with its affiliates, Owns the Ownership Threshold, the right to nominate two persons for election to the board of directors of the Company at every meeting (or action) of shareholders of the Company where directors of the Company are to be elected (the “Nomination Right”).

(b) Ascent has, provided that it, together with its affiliates, Owns the Ownership Threshold, the right to appoint one person to serve as an observer to the board of directors of the Company (the “Appointment Right”). Such appointee will have the right to attend all meetings of the board of directors of the Company in a nonvoting observer capacity, and to receive copies of all notices, minutes, consents, and other materials the Company provides to members of its board of directors.

3. NOMINATION AND APPOINTMENT PROCEDURES

For so long as Ascent, together with its affiliates, has the Nomination Right and/or the Appointment Right:

(a) No earlier than 75 days and no later than 45 days prior to the date of each annual general meeting of the Company (or no earlier than 60 days and no later than 45 days prior to the date of each special meeting of shareholders of the Company called for the purpose of electing directors to the board of directors of the Company), the Company shall notify Ascent in writing of the date of the annual general meeting of the Company (or special meeting of shareholders) (the “Company Notice”).

Final Form

(b) Ascent shall have the right and option, exercisable within ten (10) days from receipt of the Company Notice (the “Nomination Right Notice Period”) by notice to the Company (the “Nomination Notice”) to exercise the Nomination Right and/or the Appointment Right. If Ascent wishes to exercise the Nomination Right, it shall specify in the Nomination Notice the names of the persons to be nominated for election to the board of directors of the Company and confirm that the nominees are eligible to act as a directors under the laws of the State of Delaware (and, if applicable, the policies of the TSX Venture Exchange) or, if the Company has been continued or is otherwise governed by another statute or regime, that the nominee is eligible to act as a director under such statute or regime.

(c) If Ascent fails to deliver a Nomination Notice in response to a Company Notice within the Nomination Right Notice Period or waives its rights hereunder following receipt of a Company Notice, then Ascent shall not have the right to nominate a person for election to the board of directors of the Company until the next annual general meeting of the Company (or special meeting of shareholders of the Company called for the purpose of electing directors to the board of directors of the Company).

(d) If Ascent delivers a Nomination Notice in response to a Company Notice within the Nomination Right Notice Period, the Company shall: (i) nominate Ascent’s nominees to stand for election to the board of directors of the Company at the annual general meeting of the Company (or special meeting of shareholders of the Company called for the purpose of electing directors to the board of directors of the Company); (ii) recommend that shareholders of the Company vote “FOR” Ascent’s nominees in the Company’s Management Information Circular or Proxy Circular associated therewith; and (iii) solicit proxies from the holders of Common Shares in respect of Ascent’s nominees. For greater certainty and for the avoidance of doubt, the Company shall include the names of Ascent’s nominees to stand for election to the board of directors of the Company in the proxy to be delivered to each holder of the Common Shares in respect of the annual general meeting of the Company (or special meeting of shareholders of the Company called for the purpose of electing directors to the board of directors of the Company). Ascent shall also provide to the Company such other information regarding Ascent’s nominees as is reasonably requested by the Company so as to comply with applicable proxy disclosure requirements.

(e) Subject to the rules of any stock exchange upon which the Common Shares are listed, if Ascent’s nominees are not elected to the to the board of directors of the Company at an annual general meeting of the Company (or special meeting of shareholders of the Company called for the purpose of electing directors to the board of directors of the Company), the Company covenants and agrees to increase the size of its board of directors and to appoint Ascent’s nominees to the board of directors until the following annual general meeting of the Company (or special meeting of shareholders of the Company called for the purpose of electing directors to the Board of directors of the Company). The Company will use its commercially reasonable efforts to cause its board of directors to take all required action as promptly as commercially practicable to make the appointments described herein in full satisfaction of Ascent’s Nomination Right and Appointment Right.

(f) If one or more of Ascent’s nominees is no longer able to serve as a director of the Company or observer to the board of directors of the Company, Ascent shall have the right to appoint one or more director or observer to replace such nominee(s) pursuant to the procedures and conditions set forth herein.

(g) To the extent not prohibited by law, one nominee shall be entitled to serve on each of the committees of the Company’s board of directors (provided it need not be the same individual nominee on each committee) and shall be treated in a manner consistent with, and in no way subordinate to, the other members of the Company’s board of directors.

Final Form

(h) For as long as Ascent is entitled to the Nomination Right and the Appointment Rights, the Company covenants and agrees to subscribe for, maintain and keep current a Directors’ and Officers’ Insurance Policy in an amount and on terms and conditions that are comparable (as determined by the Board of Directors of the Company in good faith) to public companies having a similar market capitalization on any stock exchange where the Common Shares are listed or posted for trading.

(i) For as long as Ascent is entitled to the Nomination Right and the Appointment Rights, the Company covenants and agrees to enter into an indemnification agreement with each of Ascent’s nominees designated pursuant to Ascent’s Nomination Right in the form attached hereto as Exhibit A.

4. MISCELLANEOUS

(a) In the event that one or more provision of this Agreement is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall continue in effect.

(b) All notices or other communications to be given hereunder shall be delivered by hand or email to such party as follows:

(a)	in the case of the Company:
	Global Crossing Airlines Group Inc.
	4200 NW 36th Street, Miami, FL, 33166
	Attention:	Ryan Goepel, EVP/Chief Financial Officer
	Email Address:	ryan.goepel@globalxair.com
(b)	In the case of Ascent:
	Ascent Global Logistics, Inc.
	2068 E Street, Belleville, MI, 48111
	Attention:	Tom Stenglein, President & CEO
	Email Address:	info@ascentgl.com

or to such addresses as each Party may from time to time specify by notice. Any notice will be deemed to have been given and received:

(i) if personally delivered, then on the day of personal service to the recipient Party, provided that if such date is a day other than a Business Day such notice will be deemed to have been given and received on the first Business Day following the date of personal service;

(ii) if sent by facsimile transmission and successfully transmitted prior to 5:00 pm on a Business Day (recipient Party time), then on that Business Day, and if transmitted after 4:00 pm on that day then on the first Business Day following the date of transmission.

Final Form

(c) Each party hereto shall from time to time at the request of the other party hereto do such further acts and execute and deliver such further instruments, deeds and documents as shall be reasonably required in order to fully perform and carry out the provisions of this Agreement. The parties hereto agree to act honestly and in good faith in the performance of their respective obligations hereunder.

(d) This Agreement is not assignable or transferable by the parties hereto without the express written consent of the other party to this Nomination Rights Agreement.

(e) Time is of the essence with respect to the rights set forth in this Agreement.

(f) This Agreement and the Purchase Agreement contain the entire agreement between the parties with respect to the subject matter hereof and there are no other terms, conditions, representations or warranties whether expressed, implied, oral or written, by statute, by common law or by anyone else.

(g) The parties to this Agreement may amend this Agreement only in writing signed by an authorized representative of each party.

(h) This Agreement enures to the benefit of and is binding upon the parties to this Agreement and their respective successors and permitted assigns.

(i) This Agreement becomes effective immediately following the completion of the transactions contemplated in the Purchase Agreement and is entered into for an indefinite period of time and shall terminate as of the date on which Ascent, together with its Affiliates, no longer Owns the Ownership Threshold (the “Termination Date”). Within three Business Days after the Termination Date Ascent shall notify the Company and, promptly following the written request of the board of directors of the Company, shall cause the nominee or nominees, as applicable, to execute and deliver a written resignation which shall be effective with respect the Company, and any subsidiary of the Company for which such nominee serves as a director on the date of such resignation, and shall not permit any such nominee or nominees to revoke any such resignation.

(j) The Company renounces, to the fullest extent permitted by law, any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any Excluded Opportunity. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of (i) any director of the Corporation who is not an employee of the Corporation or any of its subsidiaries, or (ii) any holder of Common Shares or any partner, member, director, stockholder, employee, affiliate or agent of any such holder, other than someone who is an employee of the Corporation or any of its subsidiaries (collectively, the persons referred to in clauses (i) and (ii) are “Covered Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a director of the Corporation while such Covered Person is performing services in such capacity. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Agreement shall be brought and enforced in the Delaware Chancery Court, Wilmington Delaware, or in the United States District Court for the District of Delaware, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 12 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any

Final Form

action, proceeding or claim. The Company and the Subscriber agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Subscriber hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

(k) This Agreement may be executed in two or more counterparts, each of which will be deemed to be an original and all of which will constitute one agreement, effective as of the date given above.

Final Form

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

GLOBAL CROSSING AIRLINES GROUP INC.
By:
	Name:
	Title:
ASCENT GLOBAL LOGISTICS, INC.
By:	/s/ Tom Stenglein
	Name: Tom Stenglein
	Title: President and CEO

Final Form

Exhibit A

Form of Indemnification Agreement

EXHIBIT H

FORM OF REGISTRATION RIGHTS AGREEMENT

Page 40 of 37

Final Form

GLOBAL CROSSING AIRLINES GROUP INC.

and

ASCENT GLOBAL LOGISTICS, INC.

REGISTRATION RIGHTS AGREEMENT

April [•], 2021

TABLE OF CONTENTS

ARTICLE 1
INTERPRETATION AND GENERAL MATTERS
Section 1.1	Definitions	Inc.1
Section 1.2	Time of the Essence	4
Section 1.3	Calculation of Time	4
Section 1.4	Business Days	5
Section 1.5	Headings	5
Section 1.6	Plurals and Gender	5
Section 1.7	Statutory References	5
Section 1.8	Other References	5
ARTICLE 2
REGISTRATION RIGHTS
Section 2.1	Demand Registration Rights	5
Section 2.2	Piggy-Back Registration Rights	8
Section 2.3	Expenses	9
Section 2.4	Restrictions on Other Agreements	9
Section 2.5	Indemnification	10
ARTICLE 3
TERMINATION
Section 3.1	Termination	11
ARTICLE 4
GENERAL
Section 4.1	Amendments	11
Section 4.2	Public Filing	11
Section 4.3	Further Assurances	11
Section 4.4	Assignment and Enurement	12
Section 4.5	Entire Agreement	12
Section 4.6	Waiver	12
Section 4.7	Notices	12
Section 4.8	Severability	13
Section 4.9	Counterparts	13
Section 4.10	Governing Law	13
Section 4.11	Remedies	14

ADDENDA

Schedule “A” Registration Procedures

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (the “Agreement”) is made this [•] day of April, 2021 between Global Crossing Airlines Group Inc., a company domesticated under the laws of the State of Delaware (the “Company”) and Ascent Global Logistics, a company incorporated under the laws of the State of Delaware (“Ascent”).

NOW THEREFORE in consideration of the premises and the mutual covenants and agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

INTERPRETATION AND GENERAL MATTERS

Section 1.1 Definitions.

Terms used in this Agreement shall have the meanings set forth below:

“Affiliate” has the meaning ascribed thereto in National Instrument 62-104 – Take Over Bids and Issuer Bids as in effect as of the date hereof.

“Agreement,” “this Agreement,” “hereof,” “herein,” “hereto,” “hereby,” “hereunder” and similar expressions mean this Agreement, including all of its schedules and all instruments supplementing, amending or confirming this Agreement, as amended from time to time in accordance with its terms.

“Arbitration Notice” has the meaning ascribed thereto in Section 4.11.

“Ascent” has the meaning ascribed thereto in the preamble.

“Associate” has the meaning ascribed thereto in National Instrument 62-104 – Take Over Bids and Issuer Bids as in effect as of the date hereof.

“Board” means the board of directors of the Company, as constituted from time to time.

“Business Day” means any day which is not a Saturday, a Sunday or a day on which the principal commercial banks located in the City of Miami, FL. or Belleville, MI. are not open for business during normal banking hours.

“Canadian Prospectus” means, as the context requires, a “preliminary prospectus,” “amended and restated preliminary prospectus” and a “final prospectus” as those terms are used in the Securities Act and including, without limitation, all amendments and all supplements thereto and all documents incorporated or deemed to be incorporated by reference therein, and includes, for the avoidance of doubt, a base shelf prospectus.

“Canadian Securities Authorities” means any of the British Columbia Securities Commission, Alberta Securities Commission, Financial and Consumer Affairs Authority of Saskatchewan, Manitoba Securities Commission, Ontario Securities Commission, Financial and Consumer Services Commission (New Brunswick), Nova Scotia Securities

Commission, Office of the Superintendent of Securities (Prince Edward Island), Office of the Superintendent of Securities Service (Newfoundland and Labrador), Office of the Superintendent of Securities (Northwest Territories), Office of the Yukon Superintendent of Securities, Nunavut Securities Office, and any of their successors.

“Canadian Securities Laws” means the securities laws, regulations and rules of each of the provinces and territories of Canada (other than Quebec), the forms and disclosure requirements made or promulgated under those laws, regulations or rules, the policy statements, rules, orders and companion policies of or administered by the Canadian Securities Authorities, and applicable discretionary rulings, blanket orders or orders issued by the Canadian Securities Authorities pursuant to such laws, regulations, rules and policy statements, all as amended and in effect from time to time.

“Common Shares” means the common shares in the capital of the Company, including any securities into which such Common Shares may be changed, exchanged, reorganized or reclassified.

“Company” has the meaning ascribed thereto in the preamble.

“Convertible Non-Voting Shares” means the Class “A” Common Shares in the capital of the Company.

“Demand Canadian Prospectus” has the meaning ascribed thereto in Section 2.1(3).

“Demand Registration” has the meaning ascribed thereto in Section 2.1(1).

“Demand Registration Request” has the meaning ascribed thereto in Section 2.1(1).

“Demand Registration Statement” has the meaning ascribed thereto in Section 2.1(3).

“Dispute” has the meaning ascribed thereto in Section 4.11.

“Distribution” means a distribution of Common Shares to the public by way of a Registration Statement or Canadian Prospectus.

“Distribution Expenses” means all fees and expenses incurred by the Company in connection with any Distribution conducted pursuant to this Agreement, including, without limitation:

(a) all fees, disbursements and expenses of legal counsel and auditors to the Company;

(b) all expenses in connection with the preparation, translation, printing and filing of any Registration Statement or Canadian Prospectus and the mailing and delivering of copies thereof to any underwriters and dealers;

(c) all filing fees of any Securities Regulator;

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(d) all transfer agents’, depositaries’ and registrars’ fees and the fees of any other agent appointed by the Company;

(e) all expenses relating to the preparation of share certificates;

(f) all fees and expenses of any stock exchange or over-the-counter market on which the Company has applied to list its Common Shares.

“Effective Date” means [●].

“Issuer Free Writing Prospectus” means an issuer free writing prospectus, as defined in Rule 433 under the U.S. Securities Act, relating to an offer of the Registrable Securities.

“Losses” has the meaning ascribed thereto in Section 2.5(1).

“Other Distribution” has the meaning ascribed thereto in Section 2.2.

“Parties” means the Company and Ascent, and “Party” means either of them.

“Permitted Assignee” means any Affiliate or Associate of Ascent.

“Person” includes an individual, body corporate with or without share capital, partnership, limited liability company, joint venture, entity, unincorporated association, firm, sole proprietorship, trust, pension fund, union, board, tribunal, governmental or quasi- governmental authority and the heirs, beneficiaries, executors, legal representatives or administrators of an individual.

“Piggy-Back Notice” has the meaning ascribed thereto in Section 2.2.

“Piggy-Back Registration” has the meaning ascribed thereto in Section 2.2.

“Public Offering” means the offer and sale of Registrable Securities for cash pursuant to (i) an effective Registration Statement under the U.S. Securities Act (other than a Registration Statement on Form S-4, Form F-4 or Form S-8 or any successor form), (ii) a Canadian Prospectus, (iii) a combination of (i) and (ii) above, or (iv) comparable mechanics under the securities laws of any other jurisdiction.

“Registrable Securities” means any Common Shares owned or that may be acquired by Ascent or any of its Permitted Assignees as of the Effective Date (including as a result of the conversion in accordance with their terms of any Convertible Non-Voting Shares). As of the date hereof, the Registrable Securities include 15,074,626 Common Shares, which includes 2,000,000 Common Shares issued to Ascent, 5,537,313 Common Shares issuable upon conversion of the Convertible Non-Voting Shares and 7,537,313 Common Shares issuable upon conversion of the Warrants. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when they have been distributed to the public pursuant to a Distribution or have been otherwise transferred by Ascent or a Permitted Assignee to a Person that is not a Permitted Assignee.

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“Registration” means (i) a registration under the U.S. Securities Act of the offer and sale to the public of any Registrable Securities under a Registration Statement, (ii) the qualification of any Registrable Securities for Distribution under applicable Canadian Securities Laws in any province or territory of Canada (other than Quebec) by way of a Canadian Prospectus, (iii) a combination of (i) and (ii) above, or (iv) comparable mechanics under the securities laws of any other jurisdiction. The terms “register”, “registered” and “registering” shall have correlative meanings.

“Registration Statement” means any registration statement of the Company filed with, or to be filed with, the SEC under the U.S. Securities Act, including the related U.S. Prospectus, amendments and supplements to such registration statement, including pre-and post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement other than a registration statement (and related U.S. Prospectus) filed on Form S-4, Form F-4 or Form S-8 or any successor form thereto.

“SEC” means the Securities and Exchange Commission or any successor agency having jurisdiction under the U.S. Securities Act.

“Securities Act” means the Securities Act (Ontario), as it may be amended from time to time, and any successor legislation.

“Securities Regulators” means the SEC, the Canadian Securities Authorities and any applicable securities authorities of any other jurisdiction.

“Selling Shareholder Information” has the meaning ascribed thereto in Section 2.5(1).

“U.S. Prospectus” means (i) the prospectus included in any Registration Statement, all amendments and supplements to such prospectus, including post-effective amendments and supplements, and all other material incorporated by reference in such prospectus, and (ii) any Issuer Free Writing Prospectus.

“U.S. Securities Act” means the Securities Act of 1933, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.

“Valid Business Reason” has the meaning ascribed thereto in Section 2.1(6)(d)(ii).

“Warrants” means the 5,855,556 warrants to purchase Common Shares.

Section 1.2 Time of the Essence

Time shall be of the essence of each provision of this Agreement.

Section 1.3 Calculation of Time

Unless otherwise specified, time periods within or following which any act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends.

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Section 1.4 Business Days

Whenever any action to be taken pursuant to this Agreement would otherwise be required to be taken or made on a day that is not a Business Day, such action shall be taken on the first Business Day following such day.

Section 1.5 Headings

The descriptive headings preceding Articles and Sections of this Agreement are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such Articles or Sections. The division of this Agreement into Articles and Sections shall not affect the interpretation of this Agreement. All references to “Articles” or “Sections” refer to the specified Article or Section of this Agreement.

Section 1.6 Plurals and Gender

Words in the singular include the plural and vice versa and words in one gender include all genders.

Section 1.7 Statutory References

Any reference to a statute shall mean the statute in force as at the date of this Agreement (together with all regulations promulgated thereunder) as the same may be amended, re- enacted, consolidated or replaced from time to time, and any successor statute thereto, unless otherwise stated.

Section 1.8 Other References

“Include,” “includes” and “including” shall be deemed to be followed by “without limitation” whether or not they are in fact followed by such words or words of like import.

REGISTRATION RIGHTS

Section 2.1 Demand Registration Rights

(1) At any time following the Effective Date, Ascent shall have the right to make a written request from time to time (a “Demand Registration Request”) to the Company for Registration of all or part of the Registrable Securities held by Ascent and its Permitted Assignees. Any such Registration pursuant to a Demand Registration Request shall hereinafter be referred to as a “Demand Registration.” The Parties shall cooperate in good faith and in a timely manner in connection with any Demand Registration and related Distribution and the procedures in Schedule “A” shall apply.

(2) Each Demand Registration Request shall specify (i) the aggregate amount of Registrable Securities intended to be sold, (ii) the intended method or methods of disposition thereof and (iii) the jurisdiction(s) in which the Registration is to take place.

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(3) Upon receipt of a Demand Registration Request, the Company shall as promptly as practicable file a Registration Statement (a “Demand Registration Statement”) relating to such Demand Registration, and use its reasonable best efforts to cause such Demand Registration Statement to be promptly declared effective under the U.S. Securities Act, and/or, as may be requested, file with the applicable Canadian Securities Authorities and use its reasonable best efforts to secure the issuance of a receipt or passport decision document for a (final) Canadian Prospectus (a “Demand Canadian Prospectus”) relating to such Demand Registration.

(4) Ascent and its Permitted Assignees may withdraw all or any portion of their Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the Demand Registration Statement or the filing of the Demand Canadian Prospectus, as applicable. Upon receipt of a notice to such effect with respect to all the Registrable Securities included by Ascent and/or its Permitted Assignees in such Demand Registration, the Company shall cease all efforts to pursue or consummate such Demand Registration.

(5) The Company shall (i) use reasonable best efforts to cause any Demand Registration Statement to become effective and remain effective for not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, if such Demand Registration Statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriter or underwriters a U.S. Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer, and (ii) from the period beginning on the filing of any Demand Canadian Prospectus until the completion of the distribution of the Registrable Securities covered by such Demand Canadian Prospectus (or the closing date of the offering of such Registrable Securities thereunder, if later), comply with section 57 of the Securities Act and the comparable provisions of other applicable Canadian Securities Laws, and prepare and file promptly any prospectus or marketing material amendment which, in the opinion of the Company, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements and take all actions necessary to continue to qualify such Registrable Securities for distribution in the applicable provinces (other than Quebec) and territories of Canada for as long as may be necessary to complete the distribution of such Registrable Securities.

(6) Notwithstanding Section 2.1(1) of this Agreement, the Company shall not be obliged to effect any Demand Registration if:

(a) within any prior twelve (12) month period there have been effected two (2) Demand Registrations (including, for greater certainty, any Demand Registration which is subsequently withdrawn pursuant to Section 2.1(4));

(b) the value of the Common Shares to be offered under any such Demand Registration is less than $1,000,000 unless the number of Common Shares included in the Demand Registration represent (i) five percent (5%) or more of the Company’s Common Shares then outstanding, on a non-diluted basis, or (ii) all of Ascent’s and its Permitted Assignees’ remaining Registrable Securities at the time of the applicable Demand Registration;

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(c) within ninety (90) days prior to such Demand Registration the Company completed a Public Offering or such longer period as may be required by the any underwriter or dealer in connection with such Public Offering; or

(d) the Board determines in its good faith judgment, acting reasonably and after receiving the advice of counsel, that either

(i) the effect of the filing of a Registration Statement or Canadian Prospectus would materially impede the ability of the Company to consummate a material financing, acquisition, corporate reorganization, merger or other material transaction involving the Company; or

(ii) there exists at the time material non-public information relating to the Company, the disclosure of which would be detrimental to the Company, and the Company has a bona fide business purpose for preserving such information as confidential (each of the circumstances in (i) and (ii) above being a “Valid Business Reason”). In the event of a Valid Business Reason, the Company’s obligations under Section 2.1(1) will be deferred for a period of not more than ninety (90) days from the date of receipt of the request for a Demand Registration, provided that the Company may not defer its obligations under Section 2.1(1) for a period of more than one hundred and twenty (120) days in the aggregate in any twelve consecutive months. The Company will give written notice of (x) its determination to defer its filing obligations under Section 2.1(1) and (y) the cessation or end of its Valid Business Reason for such deferral, in each case, promptly after the occurrence thereof. If the Company defers its obligations pursuant to this Section 2.1(6)(d)(ii) and if Ascent, at any time prior to receiving written notice that the Valid Business Reason for such postponement no longer exists, advises the Company in writing that it has determined to withdraw such request for a Demand Registration, then such Demand Registration and the request therefor will be deemed to be withdrawn and such request will be deemed not to have been given for purposes of determining whether Ascent has exercised its right to a Demand Registration pursuant to this Section 2.1.

(7) The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of Ascent (which consent will not be unreasonably withheld), unless such securities are to be included pursuant to the valid exercise of registration rights by other securityholders; provided, however, that any such securities of other securityholders included in such Demand Registration shall not take priority over the Registrable Securities included or requested to be included in such Demand Registration.

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(8) In the case of an underwritten Public Offering initiated pursuant to this Section 2.1, Ascent shall have the right to select the managing underwriter or underwriters to effect the distribution in connection with such Demand Registration, provided such underwriter or underwriters are acceptable to the Company. The Company shall have the right to retain counsel of its choice to assist it in fulfilling its obligations under this Article 2.

(9) In the case of an underwritten Public Offering initiated pursuant to this Section 2.1, Ascent and its representatives may participate in the negotiations of the terms of any underwriting agreement. In the case of an underwritten Public Offering initiated pursuant to Section 2.1 or Section 2.2 and in which Ascent participates as a selling securityholder, to the extent reasonably requested by the managing underwriter or underwriters, Ascent shall also enter into a customary lock-up agreement (which lock-up agreement shall also provide for customary exceptions) (i) not to effect any public sale or distribution of any Registrable Securities or of any securities convertible into or exchangeable or exercisable for such Registrable Securities, or grant any option to purchase or enter into any hedging or similar transaction with the same economic effect as a sale of, any Registrable Securities, and (ii) except as otherwise consented to by the Company, not to make any request for a Demand Registration under this Agreement, in each case, during the 90-day period following the effective date of the Registration Statement or receipt for the (final) Canadian Prospectus (or such shorter period as may be agreed to by Ascent with the managing underwriter(s)) with regard to such underwritten Public Offering), except in each case as part of such underwritten Public Offering.

(10) At any time following the Effective Date the Company shall, upon Ascent’s request, use its reasonable best efforts to prepare and file and obtain a receipt (if applicable) from the applicable Securities Regulators for a shelf Canadian Prospectus (and the corresponding Registration Statement) to qualify the distribution of all Registrable Securities. In advance of the expiration of such any shelf Canadian Prospectus and the corresponding Registration Statement, unless otherwise directed by Ascent, the Company shall use reasonable best efforts to renew such shelf Canadian Prospectus and the corresponding Registration Statement such that the Company shall at all times have an effective shelf Canadian Prospectus (and corresponding Registration Statement) with sufficient capacity to qualify the distribution of all the Registrable Securities. The obligations of the Company under this Section 2.1(10) are subject to the same proviso as set out in Section 2.1(6)(d)(ii) regarding a Valid Business Reason.

Section 2.2 Piggy-Back Registration Rights

If, at any time following the Effective Date, the Company proposes to make or file a Registration Statement or Canadian Prospectus for the Distribution for its own account or for the account of other securityholders exercising demand registration rights granted to such securityholders (other than Ascent and its Permitted Assignees) (the “Other Distribution”), in a form and manner that, with appropriate changes, would permit the registration or qualification of Registrable Securities under such Registration Statement or Canadian Prospectus, the Company will, at that time, promptly give Ascent written notice (the “Piggy-Back Notice”) of the proposed Distribution. Upon the written request of Ascent, given within fifteen (15) Business Days after receipt of the Piggy-Back Notice (provided that if such proposed Distribution is to be effected as a bought deal or similar offering, the Company shall have provided notice thereof to Ascent as promptly as practicable in the circumstances, in which case Ascent shall be required to respond

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in a manner consistent with the time periods typical for transactions of such nature, and in any event prior to the launch of such bought deal or similar offering), that Ascent and/or its Permitted Assignees wishes to include a specified number of the Registrable Securities in the Distribution, the Company will cause the Registrable Securities requested to be registered or qualified by Ascent and/or its Permitted Assignees to be included in the Distribution (a “Piggy-Back Registration”). Notwithstanding the foregoing, the Company shall not be required to include all of the Registrable Securities requested to be qualified by Ascent and/or its Permitted Assignees in a Piggy-Back Registration if, in connection with such Distribution, the Company is advised in good faith by its managing underwriter or underwriters to impose a limitation on the number or kind of securities which may be included in any such Distribution because, in its reasonable judgment, such limitation is necessary to effect an orderly public distribution, in which case the Company shall be required to include in such Distribution only such portion of the Registrable Securities as is determined in good faith by such managing underwriter(s) in the following priority: first, the securities offered by the Company for its own account and as contemplated in the Piggy-Back Notice; second, the Registrable Securities requested to be qualified by Ascent and/or its Permitted Assignees under this Section 2.2, the securities offered for the account of another securityholder (other than Ascent and/or its Permitted Assignees) exercising demand rights in respect of the Other Distribution, and/or the securities requested to be qualified by any other securityholder of the Company exercising its “piggy-back” rights, on a pro rata basis (based on the proportionate ownership of Common Shares by Ascent and its Permitted Assignees to the ownership of Common Shares by such other securityholders). The Parties shall cooperate in good faith and in a timely manner in connection with any Piggy-Back Registration and related Distribution and the procedures in Schedule “A” shall apply.

Section 2.3 Expenses

(1) Without limiting Section 2.3(2), all Distribution Expenses shall be paid by the Company.

(2) Ascent or its applicable Permitted Assignees will be solely responsible for all underwriting discounts, fees, commissions and transfer taxes attributable to the Registrable Securities to be sold by Ascent or its applicable Permitted Assignees in a Demand Registration or Piggy-Back Registration, as the case may be and will be solely responsible for all legal fees and disbursements incurred by Ascent and/or its Permitted Assignees in respect of their legal counsel in connection with any Demand Registration or Piggy-Back Registration.

Section 2.4 Restrictions on Other Agreements

The Company will not grant any right relating to the registration, qualification or Distribution of its securities, including any demand registration or piggy-back registration rights, to its securityholders if the exercise thereof prevents the Company from fulfilling its obligations under Article 2 of this Agreement without the prior written consent of Ascent.

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Section 2.5 Indemnification

(1) The Company shall indemnify and hold harmless, to the full extent permitted by law, Ascent and each of its Permitted Assignees, and each of their respective officers, directors, managers, shareholders, employees, advisors, and agents from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses, joint or several (including reasonable costs of investigation and legal expenses and any indemnity and contribution payments made to underwriters) (each, a “Loss” and collectively “Losses”) arising out of or based upon: (a)(i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which Registrable Securities are registered or sold under the U.S. Securities Act (including any final, preliminary or summary U.S. Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a U.S. Prospectus or preliminary U.S. Prospectus, in light of the circumstances under which they were made) not misleading, (b) any information or statement in a Canadian Prospectus that contains or is alleged to contain a misrepresentation or any omission of a Canadian Prospectus to contain full, true and plain disclosure of all material facts relating to the securities distributed thereunder, or (c) any violation or alleged violation by the Company or any of its subsidiaries of any law applicable to the Company or any of its subsidiaries and relating to action or inaction in connection with any Registration; provided, that Ascent and its Permitted Assignees shall not be entitled to indemnification pursuant to this Section 2.5(1) in respect of any untrue statement or omission or any misrepresentation contained in any information relating to such Person furnished in writing by such Person to the Company specifically for inclusion in a Registration Statement or Canadian Prospectus and used by the Company in conformity therewith (such information “Selling Shareholder Information”). This indemnity shall be in addition to any liability the Company may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Person or any indemnified party and regardless of any indemnity agreed to in any underwriting agreement.

(2) Any Person entitled to indemnification hereunder shall (a) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that any delay or failure to so notify the indemnifying party shall relieve the indemnifying party of its obligations hereunder only to the extent, if at all, that it forfeits substantive legal rights by reason of such delay or failure) and (b) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any Person entitled to indemnification hereunder shall have the right to select and employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (i) the indemnifying party has agreed in writing to pay such fees or expenses, (ii) the indemnifying party shall have failed to assume the defense of such claim within a reasonable time after receipt of notice of such claim from the Person entitled to indemnification hereunder and employ counsel reasonably satisfactory to such Person, (iii) the indemnified party has reasonably concluded (based upon advice of its counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, or (iv) in the reasonable judgment of any such Person (based upon advice of its counsel) a conflict of interest may exist between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the

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expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person). If the indemnifying party assumes the defense, the indemnifying party shall not have the right to settle such action without the consent of the indemnified party. No indemnifying party shall consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of an unconditional release from all liability in respect to such claim or litigation without the prior written consent of such indemnified party. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its prior written consent, but such consent may not be unreasonably withheld.

(3) The remedies provided for in this Section 2.5 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

TERMINATION

Section 3.1 Termination

This Agreement may be terminated at any time by mutual consent of the Parties. In the event of the termination of this Agreement as provided in this Section 3.1, this Agreement shall be of no further force or effect and all rights and obligations of the Parties hereto shall be at an end; except for the provisions of Section 2.5, which shall survive any such termination.

GENERAL

Section 4.1 Amendments

This Agreement shall not be amended, superseded or cancelled except by a written instrument signed by each of the Parties and any instrument purporting to amend, supersede or cancel this Agreement or any part hereof shall not be binding and shall be of no effect unless and until it has been executed and delivered by each of the Parties.

Section 4.2 Public Filing

The Parties hereby consent to the public filing of this Agreement if any Party is required to do so by applicable law or by applicable regulations or policies of any regulatory agency of competent jurisdiction or any stock exchange on which the Common Shares may be listed.

Section 4.3 Further Assurances

Each Party shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all such further reasonable acts, deeds, documents, assignments, transfers, conveyances, powers of attorney and assurances as may reasonably be necessary or desirable to carry out the provisions of this Agreement; provided that in no event shall any Party

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be required to take any further action if and to the extent that such action would or would reasonably be expected to, in any material respect, increase or expand the obligations, duties or liabilities of that Party beyond the scope of its obligations, duties and liabilities set forth in this Agreement and any other agreement between the Parties.

Section 4.4 Assignment and Enurement

Neither Party may assign or transfer this Agreement or any of the rights or obligations under it without the prior written consent of the other Party, except as provided herein to Permitted Assignees. Any rights of Ascent hereunder may be exercised by any Permitted Assignee as if the Permitted Assignee was Ascent; provided, however, that Ascent and all of its Permitted Assignees shall have collectively only the same registration rights (including in terms of frequency) in the aggregate as Ascent.

Section 4.5 Entire Agreement

This Agreement and any agreement or document delivered in connection with this Agreement, constitutes the entire agreement between the Parties with respect to the matters herein and supersedes all prior agreements, understandings, negotiations and discussions relating to the subject matter hereof. There are no other covenants, agreements, representations, warranties, conditions, whether direct or collateral, express or implied, that form part of or affect this Agreement except as otherwise provided this Agreement.

Section 4.6 Waiver

The failure of a Party at any time or times to require performance of any provision hereof by any other Party shall in no manner affect the right of such Party to require such performance at a later time. No act or omission of any Party, other than an express written waiver signed by such Party, shall constitute a waiver by such Party of any representation, warranty, covenant, agreement or condition of this Agreement or any breach thereof by another Party. No waiver by a Party hereto of any representation, warranty, covenant, agreement or condition of this Agreement or any breach thereof by another Party, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of such or any other representation, warranty, covenant, agreement, condition or any breach.

Section 4.7 Notices

All notices, requests, demands or other communications required or permitted to be given by one Party to another under this Agreement shall be given in writing and delivered by personal delivery or delivery by recognized commercial courier, sent by email (return receipt requested) or delivered by registered mail or postage prepaid, addressed as follows:

Section 1.1.1 in the case of the Company:

Global Crossing Airlines Group Inc.

4200 NW 36^th Street, Miami, FL, 33166

Attention:            Ryan Goepel, EVP/Chief Financial Officer

Email Address: ryan.goepel@globalxair.com

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Section 1.1.2 In the case of the Subscriber:
Ascent Global Logistics, Inc.
2068 E St, Belleville, MI, 48111
Attention:	Tom Stenglein, President & CEO
Email Address:	info@ascentgl.com

or at such other address, fax number or email address of which the addressee may from time to time may notify the addressor. Any notice delivered before 5:00 p.m. on a Business Day in the place of delivery shall be deemed to have been validly and effectively given and received on the date of such delivery. If such day is not a Business Day, or if the notice is received after 5:00 p.m. (addressee’s local time), then the notice shall be deemed to have been given and received on the next Business Day.

Section 4.8 Severability

Any provision of this Agreement which is invalid, prohibited or unenforceable in any jurisdiction for any reason shall, as to such jurisdiction only, be ineffective and severable from this Agreement to the extent of such invalidity, prohibition or unenforceability but such invalidity, prohibition or unenforceability shall not invalidate or otherwise affect the remaining provisions of this Agreement nor shall it affect the validity or enforceability of such provision in any other jurisdiction.

Section 4.9 Counterparts

This Agreement may be executed in several counterparts, by original or facsimile signature or by or through such other electronic form in which a Party may place or evidence its signature hereon (including an electronic scan of same), each of which so executed shall be deemed to be an original and such counterparts together shall be deemed to be one and the same instrument, which shall be deemed to be executed as of the date first above written.

Section 4.10 Governing Law; Submission to Jurisdiction; Trial by Jury

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Agreement shall be brought and enforced in the Delaware Chancery Court, Wilmington Delaware, or in the United States District Court for the District of Delaware, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 12 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company and the Subscriber agree that the prevailing party(ies) in any such action

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shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Subscriber hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

Section 4.11 Remedies

Unless otherwise expressly provided herein, to the fullest extent permitted by applicable Laws, if any dispute, claim or other matter should arise concerning the interpretation, performance or breach of this Agreement or any action taken by a Party pursuant to this Agreement (such dispute, claim or other matter being referred to as a “Dispute”), such Dispute shall be determined by arbitration conducted by one arbitrator in the City of Toronto, Ontario in accordance with the Arbitration Act, 1991 (Ontario) (as amended) and a Party seeking arbitration of a Dispute shall so notify the other Parties by notice in writing (an “Arbitration Notice”), which Arbitration Notice shall set out reasonable particulars of the Dispute in respect of which arbitration is so being sought. Nothing in this Section 4.11 shall preclude a Party from instituting legal action seeking equitable relief in order to protect its rights pending the outcome of an arbitration hereunder.

[Remainder of this page intentionally left blank.]

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IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be duly executed as of the date first written above.

GLOBAL CROSSING AIRLINES GROUP INC.
By:	/s/ Ryan Goepel
	Name: Ryan Goepel
	Title: Executive Vice President and CFO

[Signature Page to Registration Rights Agreement]

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ASCENT GLOBAL LOGISTICS, INC.
By:	/s/ Tom Stenglein
	Name: Tom Stenglein
	Title: President and CEO

[Signature Page to Registration Rights Agreement]

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Schedule “A”

Registration Procedures

1. In connection with the Company’s Demand Registration and Piggy-Back Registration obligations pursuant to this Agreement, the Company will use reasonable best efforts to effect the qualification or registration for the offer and sale or other disposition or Distribution of Registrable Securities held by Ascent and/or its Permitted Assignees in accordance with the intended method or methods of distribution thereof as expeditiously as reasonably practicable, and in connection therewith the Company will:

(a) prepare and file as promptly as practicable after the request for a Demand Registration has been delivered, in the English language and, if required, French language, with the applicable Securities Regulators, a preliminary Canadian Prospectus and/or Registration Statement under and in compliance with applicable securities laws relating to the applicable Demand Registration, including all exhibits, financial statements and such other related documents required by the applicable Securities Regulators to be filed therewith; provided, that the Company will furnish to Ascent and the managing underwriters or underwriters, if any, copies of such preliminary Canadian Prospectus or Registration Statement and any amendments or supplements that the Company intends to file at least three (3) Business Days prior to their intended filing date, and shall make such changes in such documents concerning Ascent and its Permitted Assignees as they, or their counsel, may reasonably request, and shall not file any Registration Statement or Canadian Prospectus or amendments or supplements thereto to which Ascent and/or its Permitted Assignees, or the underwriters, if any, shall reasonably object;

(b) prepare and file with the applicable Securities Regulators such amendments and post-effective amendments to the Registration Statement, such supplements to the U.S. Prospectus and such amendments and supplements to the Canadian Prospectus as may be (x) reasonably requested by Ascent and/or its Permitted Assignees, or (y) necessary to keep such Registration Statement effective for the period of time required by this Agreement or to continue to qualify such Registrable Securities for distribution as required by this Agreement, and comply with provisions of the applicable securities laws with respect to the sale or other disposition of all securities covered by such Registration during such period in accordance with the intended method or methods of disposition by the sellers thereof;

(c) notify Ascent and/or its Permitted Assignees and the managing underwriter or underwriters, if any, and (if requested) confirm such notice in writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company (i) when the applicable Registration Statement or any amendment thereto has been filed or becomes effective, and when the applicable U.S. Prospectus, Canadian Prospectus, or any amendment or supplement thereto, has been filed (and, in the case of a Canadian Prospectus, when a receipt or mutual reliance review decision document, as applicable, has been issued therefor), (ii) of any written comments by the Securities Regulators, or

any request by the Securities Regulators or other governmental authority in any jurisdiction for amendments or supplements to any such Registration Statement, U.S. Prospectus or Canadian Prospectus or to any marketing materials, or for additional information (whether before or after the effective date of the Registration Statement) or any other correspondence with the Securities Regulators relating to, or which may affect, the Registration, (iii) of the issuance by the Securities Regulators of any stop order suspending the effectiveness of such Registration Statement or any order by the Securities Regulators or any other regulatory authority preventing or suspending the use of any preliminary or final U.S. Prospectus or Canadian Prospectus or marketing materials, or the initiation or threatening of any proceedings for such purposes, (iv) if, at any time, the representations and warranties of the Company in any applicable underwriting agreement cease to be true and correct in all material respects and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for offering, sale or distribution in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

(d) promptly notify Ascent and/or its Permitted Assignees and the managing underwriter or underwriters, if any, when the Company becomes aware of the happening of any event as a result of which any applicable Registration Statement or the U.S. Prospectus included in such Registration Statement (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of such U.S. Prospectus or any preliminary U.S. Prospectus, in light of the circumstances under which they were made) not misleading or as a result of which any Canadian Prospectus or marketing materials would contain a misrepresentation or a statement otherwise misleading or untrue, when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the Registration Statement, or if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement, U.S. Prospectus, Canadian Prospectus or marketing materials in order to comply with the U.S. Securities Act or Canadian Securities Laws and, as promptly as reasonably practicable thereafter, prepare and file with the SEC and/or the applicable Canadian Securities Regulator, and furnish without charge to Ascent and/or its Permitted Assignees and the managing underwriter or underwriters, if any, an amendment or supplement to such Registration Statement, U.S. Prospectus, Canadian Prospectus or marketing materials which shall correct such misstatement or omission or effect such compliance;

(e) use its reasonable best efforts to prevent, or obtain the withdrawal of any stop order, cease trade order or other order suspending the use of any Canadian Prospectus or Registration Statement or suspending any qualification of the Registrable Securities covered by such Canadian Prospectus or Registration Statement;

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(f) promptly incorporate in a U.S. Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment such information as the managing underwriter or underwriters and the selling Holders agree should be included therein relating to the plan of distribution with respect to such Registrable Securities; and make all required filings of such U.S. Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such U.S. Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment;

(g) furnish to Ascent and/or its Permitted Assignees and each underwriter, if any, without charge, as many conformed copies as they may reasonably request of any applicable Registration Statement or Canadian Prospectus and any amendment or post-effective amendment or supplement thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);

(h) deliver to Ascent and/or its Permitted Assignees and the underwriters, if any, as many copies of the Canadian Prospectus or Registration Statement, as applicable, and any amendment or supplement thereto as such Persons may reasonably request (it being understood that the Company consents to the use of the Canadian Prospectus and any Registration Statement or any amendment thereto by Ascent and/or its Permitted Assignees and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by the Canadian Prospectus and the Registration Statement or any amendment or supplement thereto) and such other documents as Ascent and/or its Permitted Assignees may reasonably request in order to facilitate the disposition of the Registrable Securities;

(i) use reasonable best efforts to make available its employees and personnel for participation in a customary offering marketing process, including investor meetings, conference calls, a “road show” and other marketing efforts and otherwise provide reasonable assistance to the managing underwriter or underwriters, taking into account the requirements of the marketing process, in the marketing of Registrable Securities;

(j) on or prior to the date on which a receipt is issued for the Canadian Prospectus or Registration Statement by the applicable Securities Regulators, use reasonable best efforts to qualify, and cooperate with Ascent and/or its Permitted Assignees, the managing underwriter, underwriters or agent, if any, and their respective counsel in connection with the qualification of such Registrable Securities for offer and sale under applicable securities laws of each applicable jurisdiction as any such Person, underwriter or agent reasonably requests in writing provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject;

(k) in connection with any underwritten offering, enter into customary agreements, including an underwriting agreement with the underwriter or underwriters, such agreements to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions;

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(l) use its reasonable best efforts to obtain:

(i) a customary legal opinion, in the form and substance as is customarily given by company counsel in securities offerings, addressed to Ascent and/or its applicable Permitted Assignees and the underwriters, if any, and such other Person as Ascent may reasonably specify; and

(ii) a letter from the Company’s auditors, in form and substance as is customarily given by auditors in securities offerings, addressed to Ascent and/or its applicable Permitted Assignees and the underwriters, if any, and such other Person as Ascent may reasonably specify.

(iii)

(m) furnish to Ascent and/or its Permitted Assignees and the managing underwriter or underwriters, if any, and such other Person as Ascent may reasonably specify, such corporate certificates, satisfactory to Ascent acting reasonably, as are customarily furnished in securities offerings, and, in each case, covering substantially the same matters as are customarily covered in such documents in the relevant jurisdictions and such other matters as Ascent may reasonably request;

(n) use its reasonable best efforts to cause all of the Registrable Securities to be listed and posted for trading on each securities exchange on which any of the Company’s equity securities are then listed or quoted and on each inter-dealer quotation system on which any of the Company’s equity securities are then quoted; and

(o) take such other actions and execute and deliver such other documents as may be reasonably necessary to give full effect to the rights of Ascent and/or its Permitted Assignees under this Agreement.

2. The Company may require Ascent and/or its Permitted Assignees to furnish to the Company such information regarding the Distribution of such securities and such other information relating to Ascent and its ownership of Common Shares and Convertible Non-Voting Shares as the Company may from time to time reasonably request in writing as may be required by the Company to comply with applicable securities laws in each jurisdiction in which a Demand Registration or Piggy-Back Registration is to be effected. Ascent agrees to furnish such information to the Company and to cooperate with the Company as necessary to enable the Company to comply with the provisions of this Agreement and applicable securities laws.

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EXHIBIT I

FORM OF CERTIFICATE OF DESIGNATIONS

Page 41 of 37

CERTIFICATE OF THE DESIGNATIONS, POWERS, PREFERENCES AND RIGHTS

OF

CLASS A COMMON STOCK

OF

GLOBAL CROSSING AIRLINES GROUP INC.

(Pursuant to Section 151 of the

Delaware General Corporation Law)

Global Crossing Airlines Group Inc., a corporation domesticated and existing under the laws of the State of Delaware (the “Company”), hereby certifies that, pursuant to authority vested in the Board of Directors of the Company (the “Board of Directors”) by ARTICLE IV of the Company’s certificate of incorporation, the following resolutions were adopted on April __, 2021 by the Board of Directors pursuant to Section 151 of the Delaware General Corporation Law (the “DGCL”), and in accordance with the provisions of Section 103 of the DGCL, does hereby submit the following (this “Certificate”):

WHEREAS, the Company’s certificate of incorporation (as amended by this Certificate, the “Certificate of Incorporation”) authorizes the issuance of 200,000,000 shares of capital stock, par value $0.001 per share (the “Common Stock”);

WHEREAS, ARTICLE IV of the Certificate of Incorporation authorizes the Board of Directors, by resolution, to divide the Common Stock into any number of classes or series of shares and to fix the designations, relative rights, preferences and limitations of any wholly unissued class or series of Common Stock; and

WHEREAS, it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to fix the designation and number of, and determine the designation, relative rights, preferences, and limitations relating to a class or series of the Common Stock, which shall consist of 5,537,313 shares of Class A Common Stock (as defined below) which the Company has the authority to issue, as follows:

RESOLVED that, pursuant to authority vested in the Board of Directors by ARTICLE IV of the Certificate of Incorporation, out of the total authorized number of 200,000,000 shares of Common Stock, there shall be designated as “Class A Common Stock” a class of 5,537,313 shares of Common Stock. The Board of Directors hereby resolves that the rights, preferences, powers, privileges, and the restrictions, qualifications and limitations of the Class A Common Stock are identical with those of the Common Stock other than in respect of voting and conversion rights as set forth herein, and for all purposes under this Certificate, the Common Stock and Class A Common Stock shall together constitute a single class of shares of the capital stock of the

Company. All capitalized terms used but not defined herein have the meaning ascribed to them in the Certificate of Incorporation. For the avoidance of doubt, except for voting, dividends and conversion rights set forth in Sections 1, 2, and 3 below, the Class A Common Stock and the Common Stock shall be treated identically for all purposes, including, without limitation, with respect to stock splits, reorganizations, and reclassifications.

1. Voting Rights. Except as otherwise required by law, shares of Class A Common Stock shall be non-voting; provided that, for so long as any shares of Class A Common Stock are outstanding, the Company shall not, without the written consent of a majority of the outstanding shares of Class A Common Stock or the affirmative vote of holders of a majority of the outstanding shares of Class A Common Stock at a meeting of the holders of Class A Common Stock duly called for such purpose, voting as a separate class, whether by merger, consolidation, combination, classification, or otherwise, amend, alter, repeal or waive any provision of the Certificate of Incorporation or Bylaws in a manner inconsistent with the designations, powers, preferences, and rights set forth in this Certificate or otherwise; (i) so as to adversely affect (disproportionately relative to the Common Stock) the designations, powers, preferences, and rights of the Class A Common Stock; or (ii) enter into a Fundamental Transaction (as defined below) that would adversely affect (disproportionately relative to the Common Stock) the rights of the holders of shares of Class A Common Stock.

2. Dividends. Holders shall be entitled to receive, and the Company shall pay, dividends on shares of the Class A Common Stock equal (on an as-if-converted-to-Common-Stock basis without giving effect for such purposes to the Maximum Percentage set forth in Section 3 hereof) to and in the same form as dividends (other than dividends in the form of Common Stock) actually paid on shares of the Common Stock when, as and if such dividends (other than dividends in the form of Common Stock) are paid on shares of the Common Stock..

3. Conversion. Subject to the proviso below regarding the Maximum Percentage (as defined herein), each share of Class A Common Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing the Intial Issue Price (as defined herein) by the Conversion Price (as defined herein) in effect at the time of conversion; provided, however, the Class A Common Stock may not be converted by the holder thereof, and the Company may not effect any conversion of the Class A Common Stock, to the extent (but only to the extent) that, after giving effect to such conversion, the holder thereof or any of and its Affiliates (as defined herein) collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) in the aggregate of the issued and outstanding shares of the Company after such conversion. To the extent the above limitation applies, the determination of whether the Class A Common Stock shall be convertible (vis-à-vis other convertible, exercisable or exchangeable securities owned by such holder or any of its Affiliates) and to what extent such securities shall be convertible, exercisable or exchangeable (as among all such securities owned by such holder and its Affiliates) shall, subject to the Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to convert the Class A Common Stock shall have any effect on the applicability of the provisions of the Class A Common Stock with respect to any subsequent determination of convertibility. Beneficial ownership and all determinations and calculations (including, without limitation, with

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respect to calculations of percentage ownership) shall be determined in accordance with the Securities Exchange Act of 1934 (the “Exchange Act”). For purposes hereof, “Affiliate” has the meaning set forth in that certain Securities Purchase Agreement, date on or about April 20, 2021, by and between the Company and the Subscriber (as defined therein); “Initial Issue Price” means $1.34 per share, subject to appropriate adjustment for stock splits, combinations, recapitalizations, and other similar events; and the “Conversion Price” initially means $1.34 per share. Such initial Conversion Price, and the rate at which shares of Class A Common Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided in this Section 4 below.

Such rights of conversion shall be exercised by the holder thereof by surrender of a certificate or certificates for the shares to be converted to the Company at its principal office (or such other office or agency of the Company as the Company may designate by notice in writing to the holder or holders of the Class A Common Stock), together with a properly completed notice of conversion in the form attached to the Class A Common Stock certificate with a statement of the name or names (with address), subject to compliance with applicable laws to the extent such designation shall involve a transfer, in which the certificate or certificates for shares of Common Stock, shall be issued, at any time during its usual business hours on the date set forth in such notice. Such conversion shall be deemed to have been effected as of the close of business on the date on which such written notice shall have been received by the Company and the certificate or certificates for such shares shall have been surrendered as aforesaid. As soon as practicable after the surrender of any certificate or certificates for Class A Common Stock so converted, the Company shall: (i) issue and deliver to such holder, or to his, her or its nominees, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof; and (ii) issue a new certificate for the number of shares, if any, of Class A Common Stock represented by such surrendered certificate and not converted pursuant to this Section 3.

4. Certain Adjustments.

(a) Adjustments for Stock Splits and Combinations. If the Company shall at any time or from time to time after the date that shares of Class A Common Stock are first issued by the Company (the “Initial Issuance Date”) effect a stock split of the outstanding Common Stock, the applicable Conversion Price in effect immediately prior to the stock split shall be proportionately decreased. If the Company shall at any time or from time to time after the Initial Issuance Date, combine the outstanding shares of Common Stock, the applicable Conversion Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments under this Section 4(a) shall be effective at the close of business on the date the stock split or combination occurs.

(b) Adjustments for Certain Dividends and Distributions. If the Company shall at any time or from time to time after the Initial Issuance Date make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in shares of Common Stock, then, and in each event, the applicable Conversion Price in effect immediately prior to such event shall be decreased as of the time of such issuance or, in the event such record date shall have been fixed, as of the close of business on such record date, by multiplying the applicable Conversion Price then in effect by a fraction:

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(i) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and

(ii) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution.

(c) Adjustment for Other Dividends and Distributions. If the Company shall at any time or from time to time after the Initial Issuance Date make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in other than shares of Common Stock, then, and in each event, an appropriate revision to the applicable Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the holders shall receive upon conversions thereof, in addition to the number of shares of Common Stock receivable thereon, the number of securities of the Company or other issuer (as applicable) or other property that they would have received had the shares of Class A Common Stock been converted into Common Stock on the date of such event and had thereafter, during the period from the date of such event to and including the Conversion Date, retained such securities (together with any distributions payable thereon during such period) or assets, giving application to all adjustments called for during such period under this Section 4(c) with respect to the rights of each holder; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

(d) Adjustments for Reclassification. Exchange or Substitution. If the Common Stock at any time or from time to time after the Initial Issuance Date shall be changed to the same or different number of shares or other securities of any class or classes of stock or other property, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends provided for in Section 4(a), Section 4(b), and Section 4(c), or a reorganization, merger, consolidation, or sale of assets provided for in Section 4(e)), then, and in each event, an appropriate revision to the Conversion Price shall be made and provisions shall be made (by adjustments of the Conversion Price or otherwise) so that each holder shall have the right thereafter to convert shares of Class A Common Stock into the kind and amount of shares of stock or other securities or other property receivable upon reclassification, exchange, substitution or other change, by holders of the number of shares of Common Stock into which such shares of Class A Common Stock might have been converted immediately prior to such reclassification, exchange, substitution or other change, all subject to further adjustment as provided herein.

(e) Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. In case of any reorganization of the Company (or any other corporation the stock or other securities of which are at the time receivable on the conversion of the shares of Class A Common Stock) after the Original Issuance Date, or in case, after such date, the Company (or any such other corporation) shall consolidate with or merge into another corporation or entity or convey its shares of Common Stock or all or substantially all its assets to another corporation or entity (any such reorganization, sale or other event hereafter being referred to as a “Fundamental Transaction”), then and in each such case the holders of the shares of Class A Common Stock, as and at any time

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after the consummation of such Fundamental Transaction, shall be entitled to the stock or other securities and property (including cash) into which the shares of Class A Common Stock would have been convertible immediately prior to such Fundamental Transaction or such stock or other securities or property to which the shares of Class A Common Stock would have entitled if the shares of Class A Common Stock had been converted immediately prior to any such Fundamental Transaction (the “Alternate Consideration”), subject to further adjustment as provided in Section 4(a), Section 4(b), Section 4(c) and Section 4(d) in each such case. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall file a new Certificate of Designation with the same terms and conditions and issue to the holders new stock consistent with the foregoing provisions and evidencing the holders’ right to convert such stock into Alternate Consideration. The terms of any agreement to which the Company is a party and pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 4(e) and ensuring that the Class A Common Stock (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. In the event of the merger or consolidation of the Company with or into another corporation, the Class A Common Stock shall maintain their relative rank, powers, designations and preferences provided for herein and no merger shall have a result inconsistent therewith. The Company shall cause to be delivered (via overnight courier, facsimile or email) to each holder, at its last address as it shall appear upon the books and records of the Company, written notice of any Fundamental Transaction at least ten (10) calendar days prior to the date on which such Fundamental Transaction is expected to become effective or close.

(f) Record Date. In case the Company shall take record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase Common Stock or convertible securities, then the date of the issue or sale of the shares of Common Stock shall be deemed to be such record date.

(g) No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Section 4 and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of each holder against impairment.

(h) Certificates as to Adjustments. Upon occurrence of each adjustment or readjustment of the Conversion Price or number of shares of Common Stock issuable upon conversion of the shares of Class A Common Stock pursuant to this Section 4, the Company, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder a certificate setting forth such adjustment and readjustment, showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon written request of a holder, at any time, furnish or cause to be furnished to such holder a like certificate setting forth such adjustments and readjustments, the applicable Conversion Price in effect at the time, and the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon the conversion of the shares of Class A Common Stock.

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5 Stock to be Reserved. The Company will at all times reserve and keep available out of its authorized but unissued Common Stock solely for the purpose of issuance upon the conversion of the Class A Common Stock as herein provided, such number of shares of Common Stock equal to the number of shares of Class A Common Stock issued and outstanding. The Company will take all such action within its control as may be necessary on its part to assure that all such shares of Common Stock may be so issued without violation of any applicable law or regulation, or of any requirements of any national securities exchange upon which the Common Stock of the Company may be listed.

6. No Waiver. Except as otherwise modified or provided for herein, the holders of Class A Common Stock shall also be entitled to, and shall not be deemed to have waived, any other applicable rights granted to such holders under the DGCL.

[Execution Page Follows]

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IN WITNESS WHEREOF, the undersigned has executed this Certificate of the Designations, Powers, Preferences and Rights of Class A Common Stock this [•] day of April, 2021.

GLOBAL CROSSING AIRLINES GROUP INC.

By:

Name:

Title:

[Signature Page to Certificate of the Designations, Powers, Preferences and Rights of Class A Common Stock]

EX-10.23

Exhibit 10.23

Final Form

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into on April [●], 2021 between Global Crossing Airlines Group Inc., a corporation domesticated under the laws of the State of Delaware (the “Company”) and [●] (“Indemnitee”).

WITNESSETH THAT:

WHEREAS, highly competent persons have become more reluctant to serve corporations as directors and officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. The By-laws of the Company permit indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “Act”).

WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stakeholders and that the Company should act to assure such persons certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;

WHEREAS, this Agreement is a supplement to and in furtherance of the By-laws of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and

WHEREAS, Indemnitee does not regard the protection available under the Company’s By-laws and insurance as adequate in the present circumstances, and may not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company, honestly and in good faith with a view to the best interests of the Company, on the condition that he be so indemnified;

NOW, THEREFORE, in consideration of the promises herein contained, and in consideration of good and valuable consideration (the receipt of which is hereby acknowledged) and Indemnitee’s agreement to serve as a director from and after the date hereof, the Company and Indemnitee do hereby covenant and agree as follows:

1. Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In the event that the approval of the Court is required to effect any indemnification granted hereunder, the Company agrees to make application for and use its best efforts to obtain the Court’s approval to such indemnification provided that the Indemnitee has fulfilled the conditions set forth in Subsections 1(a)(i) and (ii) below. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

(a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee (i) acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, (ii) had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

(b) Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or on behalf of the Company or another entity to procure a judgment in its favour. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee has fulfilled the conditions set forth in Subsections 1(a)(i) and (ii) above; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding except with the approval of a court as contemplated by the Act.

(c) Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

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(d) Indemnification of Appointing Shareholder.

If (i) Indemnitee is or was affiliated with one or more investor that has invested in the Company (an “Appointing Shareholder”), and (ii) the Appointing Shareholder is, or is threatened to be made, a party to or a participant in any Proceeding relating to or arising by reason of Appointing Shareholder’s position as a stockholder of, or lender to, the Company, or Appointing Shareholder’s appointment of or affiliation with Indemnitee or any other director, including without limitation any alleged misappropriation of a Company asset or corporate opportunity, any claim of misappropriation or infringement of intellectual property relating to the Company, any alleged false or misleading statement or omission made by the Company (or on its behalf) or its employees or agents, or any allegation of inappropriate control or influence over the Company or its Board members, officers, equity holders or debt holders, then the Appointing Shareholder will be entitled to indemnification hereunder for Expenses to the same extent as Indemnitee, and the terms of this Agreement as they relate to procedures for indemnification of Indemnitee and advancement of Expenses shall apply to any such indemnification of the Appointing Shareholder.

The rights provided to the Appointing Shareholder under this Section 1(d) shall (i) be suspended during any period during which the Appointing Shareholder does not have a representative on the Company’s Board; provided, however, that in the event of any such suspension or termination, the Appointing Shareholder’s rights to indemnification will not be suspended or terminated with respect to any Proceeding based in whole or in part on facts and circumstances occurring at any time prior to such suspension or termination regardless of whether the Proceeding arises before or after such suspension or termination. The Company and Indemnitee agree that the Appointing Shareholder is an express third party beneficiary of the terms of this Section 1(d).

The Company hereby acknowledges that Indemnitee has certain rights to indemnification, advancement of expenses and/or insurance provided by Ascent Global Logistics, Inc. and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Certificate of Incorporation or Bylaws of the Company (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 1(d).

2.    Additional Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the

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Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.

3. Contribution.

(a) Whether or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), subject to receipt of court approval if required pursuant to Section 124(4) of the Act, the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Company shall not enter into any settlement of any action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.

(b) Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall, subject to receipt of court approval if required pursuant to the Act, contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction or events from which such action, suit or proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the transaction or events that resulted in such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which applicable law may require to be considered. The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive.

(c) To the fullest extent permissible under applicable law, the Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

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(d) To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

4. Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

5. Advancement of Expenses. Notwithstanding any other provision of this Agreement, but subject to receipt of court approval if required under the Act, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free.

6. Procedures and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee indemnification to the fullest extent permitted by applicable laws and public policies. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement:

(a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The corporate secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing, any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of the Company.

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(b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: (1) by a majority vote of the disinterested directors, even though less than a quorum, (2) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum, (3) if there are no disinterested directors or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee, or (4) if so directed by the Board, by the shareholders of the Company. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought by Indemnitee.

(c) If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof, the Independent Counsel shall be selected as provided in this Section 6(c). The Independent Counsel shall be selected by the Board. Indemnitee may, within 10 days after such written notice of selection shall have been given, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 13 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Applicable Court or other court of competent jurisdiction for resolution of any objection which shall have been made by the Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 6(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c), regardless of the manner in which such Independent Counsel was selected or appointed.

(d) In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

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(e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(f) If the person, persons or entity empowered or selected under Section 6 to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making such determination with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 6(g) shall not apply if the determination of entitlement to indemnification is to be made by the shareholders pursuant to Section 6(b) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination, the Board or the Disinterested Directors, if appropriate, resolve to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within seventy-five (75) days after such receipt and such determination is made thereat, or (B) a special meeting of shareholders is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat.

(g) Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel, member of the Board or shareholder of the Company shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement. Subject to the terms of this agreement and applicable law, any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

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(h) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such action, suit or proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence

(i) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.

7. Remedies of Indemnitee.

(a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within 90 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within ten (10) days after receipt by the Company of a written request therefor or (v) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the Province of Quebec, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification. Indemnitee shall commence such proceeding seeking an adjudication within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 7(a). The Company shall not oppose Indemnitee’s right to seek any such adjudication.

(b) In the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 6(b).

(c) If a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.

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(d) Subject to the Act, in the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on his behalf, in advance, any and all expenses (of the types described in the definition of Expenses in Section 13 of this Agreement) actually and reasonably incurred by him in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery.

(e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. Subject to the Act, the Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore) advance, to the extent not prohibited by law, such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be.

(f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

8. Non-Exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.

(a) The rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the By-laws, any agreement, a vote of shareholders, a resolution of directors of the Company, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the indemnification provisions or other provisions in the Act, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Certificate of Incorporation, By-laws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

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(b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(c) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(d) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

(e) The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

9. Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:

(a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or

(b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the United States Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or

(c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

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10. Duration of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an officer or director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter for the longer of (i) six years after the end of the period Indemnitee is an officer or director of the Company and (ii) so long as Indemnitee shall be subject to any Proceeding (or any proceeding commenced under Section 7 hereof) by reason of his Corporate Status, whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

11. Security. To the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee.

12. Enforcement.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company.

(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

(c) The Company shall not seek from a court, or agree to, a “bar order” or equivalent order which would have the effect of prohibiting or limiting the Indemnitee’s rights to receive advancement of expenses under this Agreement.

13. Definitions. For purposes of this Agreement:

(a) “Corporate Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving at the express written request of the Company.

(b) “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(c) “Enterprise” shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the express written request of the Company as a director, officer, employee, agent or fiduciary.

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(d) “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding and any federal, provincial, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including without limitation the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(e) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(f) “Proceeding” includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of his or her Corporate Status, by reason of any action taken by him or of any inaction on his part while acting in his or her Corporate Status; in each case whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce his rights under this Agreement.

14. Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. Further, the invalidity or unenforceability of any provision hereof as to either Indemnitee or Appointing Shareholder shall in no way affect the validity or enforceability of any provision hereof as to the other. Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee and Appointing Shareholder indemnification rights to the fullest extent permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.

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15. Modification and Waiver. No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

16. Notice By Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Company.

Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent:

(a) To Indemnitee at the address set forth below Indemnitee signature hereto.

(b) To the Company at:

Global Crossing Airlines Group Inc.

4200 NW 36^th Street, Miami, FL, 33166

Attention:                 Ryan Goepel, EVP/Chief Financial Officer

Email Address:         ryan.goepel@kglobalxair.com

or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

17. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

18. Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

19. Governing Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action

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or proceeding arising out of or in connection with this Agreement shall be brought only in the courts of the State of Delaware, and not in any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the State of Delaware for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the courts of the state of Delaware, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the courts of the State of Delaware has been brought in an improper or inconvenient forum.

SIGNATURE PAGE TO FOLLOW

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IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement on and as of the day and year first above written.

COMPANY
GLOBAL CROSSING AIRLINES GROUP INC.
By:
	Name:________________________________________
	Title:________________________________________

INDEMNITEE

By:

Name: ___________________________________________

Address:

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EX-10.24

Exhibit 10.24

Final Form

NOMINATION RIGHTS AGREEMENT

THIS NOMINATION RIGHTS AGREEMENT (this “Agreement”) is made on the 29th day of April, 2021,

BETWEEN:

GLOBAL CROSSING AIRLINES GROUP INC., a company domesticated under the laws of the State of Delaware having its head office at 4200 NW 36th Street, Miami, FL, 33166

(the “Company”),

AND:

ASCENT GLOBAL LOGISTICS, INC., a company incorporated under the laws of the State of Delaware having its head office at 2068 E Street, Belleville, MI, 48111

(“Ascent”).

WHEREAS:

A. Pursuant to that certain Securities Purchase Agreement, dated April 20th, 2021 (the “Purchase Agreement”), by and between Ascent and the Company, Ascent has agreed to subscribe for and purchase: (i) 2,000,000 Units (the “Common Units”) at a price of US$1.29 per Common Unit. Each Common Unit is comprised of one Common Share (each, a “Common Share”) and one warrant to purchase Common Shares (each, a “Warrant”). Each Warrant entitles the holder thereof to acquire one Common Share of the Company (each, a “Warrant Share”) at a price of US$1.50 per Warrant Share; and (ii) 5,537,313 Units (the “Class A Common Units”) at a price of US$1.34 per Class A Common Unit. Each Class A Common Unit is comprised of one Class A Common Share, having the rights and designations set forth therefor on the Certificate of Designations (each a “Class A Common Share”) and one Warrant to purchase Common Shares at a price of US$1.50 per Common Share. Each Warrant entitles the holder thereof to acquire one Common Share of the Company at a price of US$1.50 per Warrant Share.

B. Upon completion of the transactions contemplated by the Purchase Agreement, Ascent will Own approximately 4.95% of the issued and outstanding Common Shares, prior to the conversion of any Class A Common Shares or exercise of any Warrants for Warrant Shares.

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:

1. DEFINITIONS

Where used in this Agreement, or in any amendment to this Agreement, the following terms will have the following meanings, respectively:

“affiliate” means an affiliate as defined in National Instrument 45-106 – Prospectus Exemptions;

“Business Day” means a day which is not a Saturday, a Sunday or a day on which banks are not open for business in Miami Florida and Belleville Michigan;

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“Class A Shares” means the class of non-voting common stock of the Company with the rights and privileges set forth in the Certificate of Designations that is separate and distinct from the Common Shares;

“Common Shares” means the common stock of the Company, par value $0.001 per share, as constituted on the date hereof;

“Nomination Notice” has the meaning ascribed thereto in Section 3(b);

“Nomination Right” has the meaning ascribed thereto in Section 2;

“Nomination Right Notice Period” has the meaning ascribed thereto in Section 3(b); and

“Own” means beneficially own, directly or indirectly, and “Owned” shall have a corresponding meaning;

“Ownership Threshold” means Ownership of at least 4% of the aggregate of Common Shares and Class A Shares. Such ownership calculation shall be determined by a formula: (i) the numerator of which shall be the sum of the Common Shares, the Class “A” Shares and the Warrants to purchase Warrant Shares, calculated on an “as converted”/“as exercised” basis, Owned by Ascent, together with its affiliates, and (ii) the denominator of which shall be the sum of all Common Shares that are issued and outstanding, and the number of Class “A” Shares Owned by Ascent, together with its affiliates, calculated on an “as converted” basis;

“Person” means a natural person, partnership, limited partnership, limited liability partnership, company, corporation, limited liability corporation, unlimited corporation, joint stock company, trust, unincorporated association, joint venture or other entity or governmental authority.

2. ASCENT NOMINATION RIGHTS

(a) Ascent has, provided that it, together with its affiliates, Owns the Ownership Threshold, the right to nominate two persons for election to the board of directors of the Company at every meeting (or action) of shareholders of the Company where directors of the Company are to be elected (the “Nomination Right”).

(b) Ascent has, provided that it, together with its affiliates, Owns the Ownership Threshold, the right to appoint one person to serve as an observer to the board of directors of the Company (the “Appointment Right”). Such appointee will have the right to attend all meetings of the board of directors of the Company in a nonvoting observer capacity, and to receive copies of all notices, minutes, consents, and other materials the Company provides to members of its board of directors.

3. NOMINATION AND APPOINTMENT PROCEDURES

For so long as Ascent, together with its affiliates, has the Nomination Right and/or the Appointment Right:

(a) No earlier than 75 days and no later than 45 days prior to the date of each annual general meeting of the Company (or no earlier than 60 days and no later than 45 days prior to the date of each special meeting of shareholders of the Company called for the purpose of electing directors to the board of directors of the Company), the Company shall notify Ascent in writing of the date of the annual general meeting of the Company (or special meeting of shareholders) (the “Company Notice”).

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(b) Ascent shall have the right and option, exercisable within ten (10) days from receipt of the Company Notice (the “Nomination Right Notice Period”) by notice to the Company (the “Nomination Notice”) to exercise the Nomination Right and/or the Appointment Right. If Ascent wishes to exercise the Nomination Right, it shall specify in the Nomination Notice the names of the persons to be nominated for election to the board of directors of the Company and confirm that the nominees are eligible to act as a directors under the laws of the State of Delaware (and, if applicable, the policies of the TSX Venture Exchange) or, if the Company has been continued or is otherwise governed by another statute or regime, that the nominee is eligible to act as a director under such statute or regime.

(c) If Ascent fails to deliver a Nomination Notice in response to a Company Notice within the Nomination Right Notice Period or waives its rights hereunder following receipt of a Company Notice, then Ascent shall not have the right to nominate a person for election to the board of directors of the Company until the next annual general meeting of the Company (or special meeting of shareholders of the Company called for the purpose of electing directors to the board of directors of the Company).

(d) If Ascent delivers a Nomination Notice in response to a Company Notice within the Nomination Right Notice Period, the Company shall: (i) nominate Ascent’s nominees to stand for election to the board of directors of the Company at the annual general meeting of the Company (or special meeting of shareholders of the Company called for the purpose of electing directors to the board of directors of the Company); (ii) recommend that shareholders of the Company vote “FOR” Ascent’s nominees in the Company’s Management Information Circular or Proxy Circular associated therewith; and (iii) solicit proxies from the holders of Common Shares in respect of Ascent’s nominees. For greater certainty and for the avoidance of doubt, the Company shall include the names of Ascent’s nominees to stand for election to the board of directors of the Company in the proxy to be delivered to each holder of the Common Shares in respect of the annual general meeting of the Company (or special meeting of shareholders of the Company called for the purpose of electing directors to the board of directors of the Company). Ascent shall also provide to the Company such other information regarding Ascent’s nominees as is reasonably requested by the Company so as to comply with applicable proxy disclosure requirements.

(e) Subject to the rules of any stock exchange upon which the Common Shares are listed, if Ascent’s nominees are not elected to the to the board of directors of the Company at an annual general meeting of the Company (or special meeting of shareholders of the Company called for the purpose of electing directors to the board of directors of the Company), the Company covenants and agrees to increase the size of its board of directors and to appoint Ascent’s nominees to the board of directors until the following annual general meeting of the Company (or special meeting of shareholders of the Company called for the purpose of electing directors to the Board of directors of the Company). The Company will use its commercially reasonable efforts to cause its board of directors to take all required action as promptly as commercially practicable to make the appointments described herein in full satisfaction of Ascent’s Nomination Right and Appointment Right.

(f) If one or more of Ascent’s nominees is no longer able to serve as a director of the Company or observer to the board of directors of the Company, Ascent shall have the right to appoint one or more director or observer to replace such nominee(s) pursuant to the procedures and conditions set forth herein.

(g) To the extent not prohibited by law, one nominee shall be entitled to serve on each of the committees of the Company’s board of directors (provided it need not be the same individual nominee on each committee) and shall be treated in a manner consistent with, and in no way subordinate to, the other members of the Company’s board of directors.

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(h) For as long as Ascent is entitled to the Nomination Right and the Appointment Rights, the Company covenants and agrees to subscribe for, maintain and keep current a Directors’ and Officers’ Insurance Policy in an amount and on terms and conditions that are comparable (as determined by the Board of Directors of the Company in good faith) to public companies having a similar market capitalization on any stock exchange where the Common Shares are listed or posted for trading.

(i) For as long as Ascent is entitled to the Nomination Right and the Appointment Rights, the Company covenants and agrees to enter into an indemnification agreement with each of Ascent’s nominees designated pursuant to Ascent’s Nomination Right in the form attached hereto as Exhibit A.

4. MISCELLANEOUS

(a) In the event that one or more provision of this Agreement is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall continue in effect.

(b) All notices or other communications to be given hereunder shall be delivered by hand or email to such party as follows:

(a) in the case of the Company:

Global Crossing Airlines Group Inc.

4200 NW 36th Street, Miami, FL, 33166

Attention:                     Ryan Goepel, EVP/Chief Financial Officer

Email Address:             ryan.goepel@globalxair.com

(b) In the case of Ascent:

Ascent Global Logistics, Inc.

2068 E Street, Belleville, MI, 48111

Attention:                     Tom Stenglein, President & CEO

Email Address:             info@ascentgl.com

or to such addresses as each Party may from time to time specify by notice. Any notice will be deemed to have been given and received:

(i) if personally delivered, then on the day of personal service to the recipient Party, provided that if such date is a day other than a Business Day such notice will be deemed to have been given and received on the first Business Day following the date of personal service;

(ii) if sent by facsimile transmission and successfully transmitted prior to 5:00 pm on a Business Day (recipient Party time), then on that Business Day, and if transmitted after 4:00 pm on that day then on the first Business Day following the date of transmission.

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(c) Each party hereto shall from time to time at the request of the other party hereto do such further acts and execute and deliver such further instruments, deeds and documents as shall be reasonably required in order to fully perform and carry out the provisions of this Agreement. The parties hereto agree to act honestly and in good faith in the performance of their respective obligations hereunder.

(d) This Agreement is not assignable or transferable by the parties hereto without the express written consent of the other party to this Nomination Rights Agreement.

(e) Time is of the essence with respect to the rights set forth in this Agreement.

(f) This Agreement and the Purchase Agreement contain the entire agreement between the parties with respect to the subject matter hereof and there are no other terms, conditions, representations or warranties whether expressed, implied, oral or written, by statute, by common law or by anyone else.

(g) The parties to this Agreement may amend this Agreement only in writing signed by an authorized representative of each party.

(h) This Agreement enures to the benefit of and is binding upon the parties to this Agreement and their respective successors and permitted assigns.

(i) This Agreement becomes effective immediately following the completion of the transactions contemplated in the Purchase Agreement and is entered into for an indefinite period of time and shall terminate as of the date on which Ascent, together with its Affiliates, no longer Owns the Ownership Threshold (the “Termination Date”). Within three Business Days after the Termination Date Ascent shall notify the Company and, promptly following the written request of the board of directors of the Company, shall cause the nominee or nominees, as applicable, to execute and deliver a written resignation which shall be effective with respect the Company, and any subsidiary of the Company for which such nominee serves as a director on the date of such resignation, and shall not permit any such nominee or nominees to revoke any such resignation.

(j) The Company renounces, to the fullest extent permitted by law, any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any Excluded Opportunity. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of (i) any director of the Corporation who is not an employee of the Corporation or any of its subsidiaries, or (ii) any holder of Common Shares or any partner, member, director, stockholder, employee, affiliate or agent of any such holder, other than someone who is an employee of the Corporation or any of its subsidiaries (collectively, the persons referred to in clauses (i) and (ii) are “Covered Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a director of the Corporation while such Covered Person is performing services in such capacity. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Agreement shall be brought and enforced in the Delaware Chancery Court, Wilmington Delaware, or in the United States District Court for the District of Delaware, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 12 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any

Final Form

action, proceeding or claim. The Company and the Subscriber agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Subscriber hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

(k) This Agreement may be executed in two or more counterparts, each of which will be deemed to be an original and all of which will constitute one agreement, effective as of the date given above.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

GLOBAL CROSSING AIRLINES GROUP INC.
By:
	Name:
	Title:

ASCENT GLOBAL LOGISTICS, INC.
By:	/s/ Tom Stenglein
	Name: Tom Stenglein
	Title: President and CEO

Final Form

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

GLOBAL CROSSING AIRLINES GROUP INC.
By:
	Name:
	Title:

ASCENT GLOBAL LOGISTICS, INC.
By:	/s/ Tom Stenglein
	Name: Tom Stenglein
	Title: President and CEO

Final Form

Exhibit A

Form of Indemnification Agreement

Final Form

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into on April [•], 2021 between Global Crossing Airlines Group Inc., a corporation domesticated under the laws of the State of Delaware (the “Company”) and [•] (“Indemnitee”).

WITNESSETH THAT:

WHEREAS, highly competent persons have become more reluctant to serve corporations as directors and officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. The By-laws of the Company permit indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “Act”).

WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stakeholders and that the Company should act to assure such persons certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;

WHEREAS, this Agreement is a supplement to and in furtherance of the By-laws of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and

WHEREAS, Indemnitee does not regard the protection available under the Company’s By-laws and insurance as adequate in the present circumstances, and may not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company, honestly and in good faith with a view to the best interests of the Company, on the condition that he be so indemnified;

NOW, THEREFORE, in consideration of the promises herein contained, and in consideration of good and valuable consideration (the receipt of which is hereby acknowledged) and Indemnitee’s agreement to serve as a director from and after the date hereof, the Company and Indemnitee do hereby covenant and agree as follows:

1. Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In the event that the approval of the Court is required to effect any indemnification granted hereunder, the Company agrees to make application for and use its best efforts to obtain the Court’s approval to such indemnification provided that the Indemnitee has fulfilled the conditions set forth in Subsections 1(a)(i) and (ii) below. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

(a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee (i) acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, (ii) had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

(b) Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or on behalf of the Company or another entity to procure a judgment in its favour. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee has fulfilled the conditions set forth in Subsections 1(a)(i) and (ii) above; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding except with the approval of a court as contemplated by the Act.

(c) Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

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(d) Indemnification of Appointing Shareholder.

If (i) Indemnitee is or was affiliated with one or more investor that has invested in the Company (an “Appointing Shareholder”), and (ii) the Appointing Shareholder is, or is threatened to be made, a party to or a participant in any Proceeding relating to or arising by reason of Appointing Shareholder’s position as a stockholder of, or lender to, the Company, or Appointing Shareholder’s appointment of or affiliation with Indemnitee or any other director, including without limitation any alleged misappropriation of a Company asset or corporate opportunity, any claim of misappropriation or infringement of intellectual property relating to the Company, any alleged false or misleading statement or omission made by the Company (or on its behalf) or its employees or agents, or any allegation of inappropriate control or influence over the Company or its Board members, officers, equity holders or debt holders, then the Appointing Shareholder will be entitled to indemnification hereunder for Expenses to the same extent as Indemnitee, and the terms of this Agreement as they relate to procedures for indemnification of Indemnitee and advancement of Expenses shall apply to any such indemnification of the Appointing Shareholder.

The rights provided to the Appointing Shareholder under this Section 1(d) shall (i) be suspended during any period during which the Appointing Shareholder does not have a representative on the Company’s Board; provided, however, that in the event of any such suspension or termination, the Appointing Shareholder’s rights to indemnification will not be suspended or terminated with respect to any Proceeding based in whole or in part on facts and circumstances occurring at any time prior to such suspension or termination regardless of whether the Proceeding arises before or after such suspension or termination. The Company and Indemnitee agree that the Appointing Shareholder is an express third party beneficiary of the terms of this Section 1(d).

The Company hereby acknowledges that Indemnitee has certain rights to indemnification, advancement of expenses and/or insurance provided by Ascent Global Logistics, Inc. and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Certificate of Incorporation or Bylaws of the Company (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 1(d).

2. Additional Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the

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Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.

3. Contribution.

(a) Whether or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), subject to receipt of court approval if required pursuant to Section 124(4) of the Act, the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Company shall not enter into any settlement of any action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.

(b) Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall, subject to receipt of court approval if required pursuant to the Act, contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction or events from which such action, suit or proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the transaction or events that resulted in such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which applicable law may require to be considered. The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive.

(c) To the fullest extent permissible under applicable law, the Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

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(d) To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

4. Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

5. Advancement of Expenses. Notwithstanding any other provision of this Agreement, but subject to receipt of court approval if required under the Act, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free.

6. Procedures and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee indemnification to the fullest extent permitted by applicable laws and public policies. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement:

(a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The corporate secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing, any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of the Company.

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(b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: (1) by a majority vote of the disinterested directors, even though less than a quorum, (2) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum, (3) if there are no disinterested directors or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee, or (4) if so directed by the Board, by the shareholders of the Company. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought by Indemnitee.

(c) If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b)hereof, the Independent Counsel shall be selected as provided in this Section 6(c). The Independent Counsel shall be selected by the Board. Indemnitee may, within 10 days after such written notice of selection shall have been given, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 13 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Applicable Court or other court of competent jurisdiction for resolution of any objection which shall have been made by the Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 6(b)hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c), regardless of the manner in which such Independent Counsel was selected or appointed.

(d) In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

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(e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(f) If the person, persons or entity empowered or selected under Section 6 to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making such determination with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 6(g)shall not apply if the determination of entitlement to indemnification is to be made by the shareholders pursuant to Section 6(b) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination, the Board or the Disinterested Directors, if appropriate, resolve to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within seventy-five (75) days after such receipt and such determination is made thereat, or (B) a special meeting of shareholders is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat.

(g) Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel, member of the Board or shareholder of the Company shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement. Subject to the terms of this agreement and applicable law, any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

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(h) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such action, suit or proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence

(i) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.

7. Remedies of Indemnitee.

(a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within 90 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within ten (10) days after receipt by the Company of a written request therefor or (v) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the Province of Quebec, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification. Indemnitee shall commence such proceeding seeking an adjudication within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 7(a). The Company shall not oppose Indemnitee’s right to seek any such adjudication.

(b) In the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 6(b).

(c) If a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.

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(d) Subject to the Act, in the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on his behalf, in advance, any and all expenses (of the types described in the definition of Expenses in Section 13 of this Agreement) actually and reasonably incurred by him in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery.

(e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. Subject to the Act, the Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore) advance, to the extent not prohibited by law, such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be.

(f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

8. Non-Exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.

(a) The rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the By-laws, any agreement, a vote of shareholders, a resolution of directors of the Company, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the indemnification provisions or other provisions in the Act, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Certificate of Incorporation, By- laws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

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(b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(c) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(d) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

(e) The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

9. Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:

(a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or

(b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the United States Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or

(c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

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10. Duration of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an officer or director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter for the longer of (i) six years after the end of the period Indemnitee is an officer or director of the Company and (ii) so long as Indemnitee shall be subject to any Proceeding (or any proceeding commenced under Section 7 hereof) by reason of his Corporate Status, whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

11. Security. To the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee.

12. Enforcement.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company.

(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

(c) The Company shall not seek from a court, or agree to, a “bar order” or equivalent order which would have the effect of prohibiting or limiting the Indemnitee’s rights to receive advancement of expenses under this Agreement.

13. Definitions. For purposes of this Agreement:

(a) “Corporate Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving at the express written request of the Company.

(b) “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(c) “Enterprise” shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the express written request of the Company as a director, officer, employee, agent or fiduciary.

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(d) “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding and any federal, provincial, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including without limitation the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(e) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(f) “Proceeding” includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of his or her Corporate Status, by reason of any action taken by him or of any inaction on his part while acting in his or her Corporate Status; in each case whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce his rights under this Agreement.

14. Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. Further, the invalidity or unenforceability of any provision hereof as to either Indemnitee or Appointing Shareholder shall in no way affect the validity or enforceability of any provision hereof as to the other. Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee and Appointing Shareholder indemnification rights to the fullest extent permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.

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15. Modification and Waiver. No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

16. Notice By Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Company.

Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent:

(a) To Indemnitee at the address set forth below Indemnitee signature hereto.

(b) To the Company at:

Global Crossing Airlines Group Inc.

4200 NW 36th Street, Miami, FL, 33166

Attention:             Ryan Goepel, EVP/Chief Financial Officer

Email Address:     ryan.goepel@kglobalxair.com

or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

17. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

18. Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

19. Governing Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action

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or proceeding arising out of or in connection with this Agreement shall be brought only in the courts of the State of Delaware, and not in any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the State of Delaware for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the courts of the state of Delaware, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the courts of the State of Delaware has been brought in an improper or inconvenient forum.

SIGNATURE PAGE TO FOLLOW

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IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement on and as of the day and year first above written.

COMPANY

GLOBAL CROSSING AIRLINES GROUP INC.

By:

	Name:____________________________________
	Title:_____________________________________
INDEMNITEE
Name:
Address:

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EX-10.25

Exhibit 10.25

Final Form

GLOBAL CROSSING AIRLINES GROUP INC.

and

ASCENT GLOBAL LOGISTICS, INC.

REGISTRATION RIGHTS AGREEMENT

April 29, 2021

TABLE OF CONTENTS

	ARTICLE 1 INTERPRETATION AND GENERAL MATTERS
Section 1.1	Definitions	1
Section 1.2	Time of the Essence	4
Section 1.3	Calculation of Time	4
Section 1.4	Business Days	5
Section 1.5	Headings	5
Section 1.6	Plurals and Gender	5
Section 1.7	Statutory References	5
Section 1.8	Other References	5
ARTICLE 2 REGISTRATION RIGHTS
Section 2.1	Demand Registration Rights	5
Section 2.2	Piggy-Back Registration Rights	8
Section 2.3	Expenses	9
Section 2.4	Restrictions on Other Agreements	9
Section 2.5	Indemnification	10
	ARTICLE 3 TERMINATION
Section 3.1	Termination	11
	ARTICLE 4 GENERAL
Section 4.1	Amendments	11
Section 4.2	Public Filing	11
Section 4.3	Further Assurances	11
Section 4.4	Assignment and Enurement	12
Section 4.5	Entire Agreement	12
Section 4.6	Waiver	12
Section 4.7	Notices	12
Section 4.8	Severability	13
Section 4.9	Counterparts	13
Section 4.10	Governing Law	13
Section 4.11	Remedies	14
	ADDENDA

Schedule “A” Registration Procedures

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (the “Agreement”) is made this 29th day of April, 2021 between Global Crossing Airlines Group Inc., a company domesticated under the laws of the State of Delaware (the “Company”) and Ascent Global Logistics, a company incorporated under the laws of the State of Delaware (“Ascent”).

NOW THEREFORE in consideration of the premises and the mutual covenants and agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

INTERPRETATION AND GENERAL MATTERS

Section 1.1 Definitions.

Terms used in this Agreement shall have the meanings set forth below:

“Affiliate” has the meaning ascribed thereto in National Instrument 62-104 – Take Over Bids and Issuer Bids as in effect as of the date hereof.

“Agreement,” “this Agreement,” “hereof,” “herein,” “hereto,” “hereby,” “hereunder” and similar expressions mean this Agreement, including all of its schedules and all instruments supplementing, amending or confirming this Agreement, as amended from time to time in accordance with its terms.

“Arbitration Notice” has the meaning ascribed thereto in Section 4.11.

“Ascent” has the meaning ascribed thereto in the preamble.

“Associate” has the meaning ascribed thereto in National Instrument 62-104 – Take Over Bids and Issuer Bids as in effect as of the date hereof.

“Board” means the board of directors of the Company, as constituted from time to time.

“Business Day” means any day which is not a Saturday, a Sunday or a day on which the principal commercial banks located in the City of Miami, FL. or Belleville, MI. are not open for business during normal banking hours.

“Canadian Prospectus” means, as the context requires, a “preliminary prospectus,” “amended and restated preliminary prospectus” and a “final prospectus” as those terms are used in the Securities Act and including, without limitation, all amendments and all supplements thereto and all documents incorporated or deemed to be incorporated by reference therein, and includes, for the avoidance of doubt, a base shelf prospectus.

“Canadian Securities Authorities” means any of the British Columbia Securities Commission, Alberta Securities Commission, Financial and Consumer Affairs Authority of Saskatchewan, Manitoba Securities Commission, Ontario Securities Commission, Financial and Consumer Services Commission (New Brunswick), Nova Scotia Securities

Commission, Office of the Superintendent of Securities (Prince Edward Island), Office of the Superintendent of Securities Service (Newfoundland and Labrador), Office of the Superintendent of Securities (Northwest Territories), Office of the Yukon Superintendent of Securities, Nunavut Securities Office, and any of their successors.

“Canadian Securities Laws” means the securities laws, regulations and rules of each of the provinces and territories of Canada (other than Quebec), the forms and disclosure requirements made or promulgated under those laws, regulations or rules, the policy statements, rules, orders and companion policies of or administered by the Canadian Securities Authorities, and applicable discretionary rulings, blanket orders or orders issued by the Canadian Securities Authorities pursuant to such laws, regulations, rules and policy statements, all as amended and in effect from time to time.

“Common Shares” means the common shares in the capital of the Company, including any securities into which such Common Shares may be changed, exchanged, reorganized or reclassified.

“Company” has the meaning ascribed thereto in the preamble.

“Convertible Non-Voting Shares” means the Class “A” Common Shares in the capital of the Company.

“Demand Canadian Prospectus” has the meaning ascribed thereto in Section 2.1(3).

“Demand Registration” has the meaning ascribed thereto in Section 2.1(1).

“Demand Registration Request” has the meaning ascribed thereto in Section 2.1(1).

“Demand Registration Statement” has the meaning ascribed thereto in Section 2.1(3).

“Dispute” has the meaning ascribed thereto in Section 4.11.

“Distribution” means a distribution of Common Shares to the public by way of a Registration Statement or Canadian Prospectus.

“Distribution Expenses” means all fees and expenses incurred by the Company in connection with any Distribution conducted pursuant to this Agreement, including, without limitation:

(a) all fees, disbursements and expenses of legal counsel and auditors to the Company;

(b) all expenses in connection with the preparation, translation, printing and filing of any Registration Statement or Canadian Prospectus and the mailing and delivering of copies thereof to any underwriters and dealers;

(c) all filing fees of any Securities Regulator;

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(d) all transfer agents’, depositaries’ and registrars’ fees and the fees of any other agent appointed by the Company;

(e) all expenses relating to the preparation of share certificates;

(f) all fees and expenses of any stock exchange or over-the-counter market on which the Company has applied to list its Common Shares.

“Effective Date” means April 29, 2021.

“Issuer Free Writing Prospectus” means an issuer free writing prospectus, as defined in Rule 433 under the U.S. Securities Act, relating to an offer of the Registrable Securities.

“Losses” has the meaning ascribed thereto in Section 2.5(1).

“Other Distribution” has the meaning ascribed thereto in Section 2.2.

“Parties” means the Company and Ascent, and “Party” means either of them.

“Permitted Assignee” means any Affiliate or Associate of Ascent.

“Person” includes an individual, body corporate with or without share capital, partnership, limited liability company, joint venture, entity, unincorporated association, firm, sole proprietorship, trust, pension fund, union, board, tribunal, governmental or quasi- governmental authority and the heirs, beneficiaries, executors, legal representatives or administrators of an individual.

“Piggy-Back Notice” has the meaning ascribed thereto in Section 2.2.

“Piggy-Back Registration” has the meaning ascribed thereto in Section 2.2.

“Public Offering” means the offer and sale of Registrable Securities for cash pursuant to (i) an effective Registration Statement under the U.S. Securities Act (other than a Registration Statement on Form S-4, Form F-4 or Form S-8 or any successor form), (ii) a Canadian Prospectus, (iii) a combination of (i) and (ii) above, or (iv) comparable mechanics under the securities laws of any other jurisdiction.

“Registrable Securities” means any Common Shares owned or that may be acquired by Ascent or any of its Permitted Assignees as of the Effective Date (including as a result of the conversion in accordance with their terms of any Convertible Non-Voting Shares). As of the date hereof, the Registrable Securities include 15,074,626 Common Shares, which includes 2,000,000 Common Shares issued to Ascent, 5,537,313 Common Shares issuable upon conversion of the Convertible Non-Voting Shares and 7,537,313 Common Shares issuable upon conversion of the Warrants. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when they have been distributed to the public pursuant to a Distribution or have been otherwise transferred by Ascent or a Permitted Assignee to a Person that is not a Permitted Assignee.

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“Registration” means (i) a registration under the U.S. Securities Act of the offer and sale to the public of any Registrable Securities under a Registration Statement, (ii) the qualification of any Registrable Securities for Distribution under applicable Canadian Securities Laws in any province or territory of Canada (other than Quebec) by way of a Canadian Prospectus, (iii) a combination of (i) and (ii) above, or (iv) comparable mechanics under the securities laws of any other jurisdiction. The terms “register”, “registered” and “registering” shall have correlative meanings.

“Registration Statement” means any registration statement of the Company filed with, or to be filed with, the SEC under the U.S. Securities Act, including the related U.S. Prospectus, amendments and supplements to such registration statement, including pre- and post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement other than a registration statement (and related U.S. Prospectus) filed on Form S-4, Form F-4 or Form S-8 or any successor form thereto.

“SEC” means the Securities and Exchange Commission or any successor agency having jurisdiction under the U.S. Securities Act.

“Securities Act” means the Securities Act (Ontario), as it may be amended from time to time, and any successor legislation.

“Securities Regulators” means the SEC, the Canadian Securities Authorities and any applicable securities authorities of any other jurisdiction.

“Selling Shareholder Information” has the meaning ascribed thereto in Section 2.5(1).

“U.S. Prospectus” means (i) the prospectus included in any Registration Statement, all amendments and supplements to such prospectus, including post-effective amendments and supplements, and all other material incorporated by reference in such prospectus, and (ii) any Issuer Free Writing Prospectus.

“U.S. Securities Act” means the Securities Act of 1933, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.

“Valid Business Reason” has the meaning ascribed thereto in Section 2.1(6)(d)(ii).

“Warrants” means the 5,855,556 warrants to purchase Common Shares.

Section 1.2 Time of the Essence

Time shall be of the essence of each provision of this Agreement.

Section 1.3 Calculation of Time

Unless otherwise specified, time periods within or following which any act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends.

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Section 1.4 Business Days

Whenever any action to be taken pursuant to this Agreement would otherwise be required to be taken or made on a day that is not a Business Day, such action shall be taken on the first Business Day following such day.

Section 1.5 Headings

The descriptive headings preceding Articles and Sections of this Agreement are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such Articles or Sections. The division of this Agreement into Articles and Sections shall not affect the interpretation of this Agreement. All references to “Articles” or “Sections” refer to the specified Article or Section of this Agreement.

Section 1.6 Plurals and Gender

Words in the singular include the plural and vice versa and words in one gender include all genders.

Section 1.7 Statutory References

Any reference to a statute shall mean the statute in force as at the date of this Agreement (together with all regulations promulgated thereunder) as the same may be amended, re- enacted, consolidated or replaced from time to time, and any successor statute thereto, unless otherwise stated.

Section 1.8 Other References

“Include,” “includes” and “including” shall be deemed to be followed by “without limitation” whether or not they are in fact followed by such words or words of like import.

REGISTRATION RIGHTS

Section 2.1 Demand Registration Rights

(1) At any time following the Effective Date, Ascent shall have the right to make a written request from time to time (a “Demand Registration Request”) to the Company for Registration of all or part of the Registrable Securities held by Ascent and its Permitted Assignees. Any such Registration pursuant to a Demand Registration Request shall hereinafter be referred to as a “Demand Registration.” The Parties shall cooperate in good faith and in a timely manner in connection with any Demand Registration and related Distribution and the procedures in Schedule “A” shall apply.

(2) Each Demand Registration Request shall specify (i) the aggregate amount of Registrable Securities intended to be sold, (ii) the intended method or methods of disposition thereof and (iii) the jurisdiction(s) in which the Registration is to take place.

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(3) Upon receipt of a Demand Registration Request, the Company shall as promptly as practicable file a Registration Statement (a “Demand Registration Statement”) relating to such Demand Registration, and use its reasonable best efforts to cause such Demand Registration Statement to be promptly declared effective under the U.S. Securities Act, and/or, as may be requested, file with the applicable Canadian Securities Authorities and use its reasonable best efforts to secure the issuance of a receipt or passport decision document for a (final) Canadian Prospectus (a “Demand Canadian Prospectus”) relating to such Demand Registration.

(4) Ascent and its Permitted Assignees may withdraw all or any portion of their Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the Demand Registration Statement or the filing of the Demand Canadian Prospectus, as applicable. Upon receipt of a notice to such effect with respect to all the Registrable Securities included by Ascent and/or its Permitted Assignees in such Demand Registration, the Company shall cease all efforts to pursue or consummate such Demand Registration.

(5) The Company shall (i) use reasonable best efforts to cause any Demand Registration Statement to become effective and remain effective for not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, if such Demand Registration Statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriter or underwriters a U.S. Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer, and (ii) from the period beginning on the filing of any Demand Canadian Prospectus until the completion of the distribution of the Registrable Securities covered by such Demand Canadian Prospectus (or the closing date of the offering of such Registrable Securities thereunder, if later), comply with section 57 of the Securities Act and the comparable provisions of other applicable Canadian Securities Laws, and prepare and file promptly any prospectus or marketing material amendment which, in the opinion of the Company, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements and take all actions necessary to continue to qualify such Registrable Securities for distribution in the applicable provinces (other than Quebec) and territories of Canada for as long as may be necessary to complete the distribution of such Registrable Securities.

(6) Notwithstanding Section 2.1(1) of this Agreement, the Company shall not be obliged to effect any Demand Registration if:

(a) within any prior twelve (12) month period there have been effected two (2) Demand Registrations (including, for greater certainty, any Demand Registration which is subsequently withdrawn pursuant to Section 2.1(4));

(b) the value of the Common Shares to be offered under any such Demand Registration is less than $1,000,000 unless the number of Common Shares included in the Demand Registration represent (i) five percent (5%) or more of the Company’s Common Shares then outstanding, on a non-diluted basis, or (ii) all of Ascent’s and its Permitted Assignees’ remaining Registrable Securities at the time of the applicable Demand Registration;

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(c) within ninety (90) days prior to such Demand Registration the Company completed a Public Offering or such longer period as may be required by the any underwriter or dealer in connection with such Public Offering; or

(d) the Board determines in its good faith judgment, acting reasonably and after receiving the advice of counsel, that either

(i) the effect of the filing of a Registration Statement or Canadian Prospectus would materially impede the ability of the Company to consummate a material financing, acquisition, corporate reorganization, merger or other material transaction involving the Company; or

(ii) there exists at the time material non-public information relating to the Company, the disclosure of which would be detrimental to the Company, and the Company has a bona fide business purpose for preserving such information as confidential (each of the circumstances in (i) and (ii) above being a “Valid Business Reason”). In the event of a Valid Business Reason, the Company’s obligations under Section 2.1(1) will be deferred for a period of not more than ninety (90) days from the date of receipt of the request for a Demand Registration, provided that the Company may not defer its obligations under Section 2.1(1) for a period of more than one hundred and twenty (120) days in the aggregate in any twelve consecutive months. The Company will give written notice of (x) its determination to defer its filing obligations under Section 2.1(1) and (y) the cessation or end of its Valid Business Reason for such deferral, in each case, promptly after the occurrence thereof. If the Company defers its obligations pursuant to this Section 2.1(6)(d)(ii) and if Ascent, at any time prior to receiving written notice that the Valid Business Reason for such postponement no longer exists, advises the Company in writing that it has determined to withdraw such request for a Demand Registration, then such Demand Registration and the request therefor will be deemed to be withdrawn and such request will be deemed not to have been given for purposes of determining whether Ascent has exercised its right to a Demand Registration pursuant to this Section 2.1.

(7) The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of Ascent (which consent will not be unreasonably withheld), unless such securities are to be included pursuant to the valid exercise of registration rights by other securityholders; provided, however, that any such securities of other securityholders included in such Demand Registration shall not take priority over the Registrable Securities included or requested to be included in such Demand Registration.

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(8) In the case of an underwritten Public Offering initiated pursuant to this Section 2.1, Ascent shall have the right to select the managing underwriter or underwriters to effect the distribution in connection with such Demand Registration, provided such underwriter or underwriters are acceptable to the Company. The Company shall have the right to retain counsel of its choice to assist it in fulfilling its obligations under this Article 2.

(9) In the case of an underwritten Public Offering initiated pursuant to this Section 2.1, Ascent and its representatives may participate in the negotiations of the terms of any underwriting agreement. In the case of an underwritten Public Offering initiated pursuant to Section 2.1 or Section 2.2 and in which Ascent participates as a selling securityholder, to the extent reasonably requested by the managing underwriter or underwriters, Ascent shall also enter into a customary lock-up agreement (which lock-up agreement shall also provide for customary exceptions) (i) not to effect any public sale or distribution of any Registrable Securities or of any securities convertible into or exchangeable or exercisable for such Registrable Securities, or grant any option to purchase or enter into any hedging or similar transaction with the same economic effect as a sale of, any Registrable Securities, and (ii) except as otherwise consented to by the Company, not to make any request for a Demand Registration under this Agreement, in each case, during the 90-day period following the effective date of the Registration Statement or receipt for the (final) Canadian Prospectus (or such shorter period as may be agreed to by Ascent with the managing underwriter(s)) with regard to such underwritten Public Offering), except in each case as part of such underwritten Public Offering.

(10) At any time following the Effective Date the Company shall, upon Ascent’s request, use its reasonable best efforts to prepare and file and obtain a receipt (if applicable) from the applicable Securities Regulators for a shelf Canadian Prospectus (and the corresponding Registration Statement) to qualify the distribution of all Registrable Securities. In advance of the expiration of such any shelf Canadian Prospectus and the corresponding Registration Statement, unless otherwise directed by Ascent, the Company shall use reasonable best efforts to renew such shelf Canadian Prospectus and the corresponding Registration Statement such that the Company shall at all times have an effective shelf Canadian Prospectus (and corresponding Registration Statement) with sufficient capacity to qualify the distribution of all the Registrable Securities. The obligations of the Company under this Section 2.1(10) are subject to the same proviso as set out in Section 2.1(6)(d)(ii) regarding a Valid Business Reason.

Section 2.2 Piggy-Back Registration Rights

If, at any time following the Effective Date, the Company proposes to make or file a Registration Statement or Canadian Prospectus for the Distribution for its own account or for the account of other securityholders exercising demand registration rights granted to such securityholders (other than Ascent and its Permitted Assignees) (the “Other Distribution”), in a form and manner that, with appropriate changes, would permit the registration or qualification of Registrable Securities under such Registration Statement or Canadian Prospectus, the Company will, at that time, promptly give Ascent written notice (the “Piggy-Back Notice”) of the proposed Distribution. Upon the written request of Ascent, given within fifteen (15) Business Days after receipt of the Piggy-Back Notice (provided that if such proposed Distribution is to be effected as a bought deal or similar offering, the Company shall have provided notice thereof to Ascent as promptly as practicable in the circumstances, in which case Ascent shall be required to respond

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in a manner consistent with the time periods typical for transactions of such nature, and in any event prior to the launch of such bought deal or similar offering), that Ascent and/or its Permitted Assignees wishes to include a specified number of the Registrable Securities in the Distribution, the Company will cause the Registrable Securities requested to be registered or qualified by Ascent and/or its Permitted Assignees to be included in the Distribution (a “Piggy-Back Registration”). Notwithstanding the foregoing, the Company shall not be required to include all of the Registrable Securities requested to be qualified by Ascent and/or its Permitted Assignees in a Piggy-Back Registration if, in connection with such Distribution, the Company is advised in good faith by its managing underwriter or underwriters to impose a limitation on the number or kind of securities which may be included in any such Distribution because, in its reasonable judgment, such limitation is necessary to effect an orderly public distribution, in which case the Company shall be required to include in such Distribution only such portion of the Registrable Securities as is determined in good faith by such managing underwriter(s) in the following priority: first, the securities offered by the Company for its own account and as contemplated in the Piggy-Back Notice; second, the Registrable Securities requested to be qualified by Ascent and/or its Permitted Assignees under this Section 2.2, the securities offered for the account of another securityholder (other than Ascent and/or its Permitted Assignees) exercising demand rights in respect of the Other Distribution, and/or the securities requested to be qualified by any other securityholder of the Company exercising its “piggy-back” rights, on a pro rata basis (based on the proportionate ownership of Common Shares by Ascent and its Permitted Assignees to the ownership of Common Shares by such other securityholders). The Parties shall cooperate in good faith and in a timely manner in connection with any Piggy-Back Registration and related Distribution and the procedures in Schedule “A” shall apply.

Section 2.3 Expenses

(1) Without limiting Section 2.3(2), all Distribution Expenses shall be paid by the Company.

(2) Ascent or its applicable Permitted Assignees will be solely responsible for all underwriting discounts, fees, commissions and transfer taxes attributable to the Registrable Securities to be sold by Ascent or its applicable Permitted Assignees in a Demand Registration or Piggy-Back Registration, as the case may be and will be solely responsible for all legal fees and disbursements incurred by Ascent and/or its Permitted Assignees in respect of their legal counsel in connection with any Demand Registration or Piggy-Back Registration.

Section 2.4 Restrictions on Other Agreements

The Company will not grant any right relating to the registration, qualification or Distribution of its securities, including any demand registration or piggy-back registration rights, to its securityholders if the exercise thereof prevents the Company from fulfilling its obligations under Article 2 of this Agreement without the prior written consent of Ascent.

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Section 2.5 Indemnification

(1) The Company shall indemnify and hold harmless, to the full extent permitted by law, Ascent and each of its Permitted Assignees, and each of their respective officers, directors, managers, shareholders, employees, advisors, and agents from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses, joint or several (including reasonable costs of investigation and legal expenses and any indemnity and contribution payments made to underwriters) (each, a “Loss” and collectively “Losses”) arising out of or based upon: (a)(i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which Registrable Securities are registered or sold under the U.S. Securities Act (including any final, preliminary or summary U.S. Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a U.S. Prospectus or preliminary U.S. Prospectus, in light of the circumstances under which they were made) not misleading, (b) any information or statement in a Canadian Prospectus that contains or is alleged to contain a misrepresentation or any omission of a Canadian Prospectus to contain full, true and plain disclosure of all material facts relating to the securities distributed thereunder, or (c) any violation or alleged violation by the Company or any of its subsidiaries of any law applicable to the Company or any of its subsidiaries and relating to action or inaction in connection with any Registration; provided, that Ascent and its Permitted Assignees shall not be entitled to indemnification pursuant to this Section 2.5(1) in respect of any untrue statement or omission or any misrepresentation contained in any information relating to such Person furnished in writing by such Person to the Company specifically for inclusion in a Registration Statement or Canadian Prospectus and used by the Company in conformity therewith (such information “Selling Shareholder Information”). This indemnity shall be in addition to any liability the Company may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Person or any indemnified party and regardless of any indemnity agreed to in any underwriting agreement.

(2) Any Person entitled to indemnification hereunder shall (a) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that any delay or failure to so notify the indemnifying party shall relieve the indemnifying party of its obligations hereunder only to the extent, if at all, that it forfeits substantive legal rights by reason of such delay or failure) and (b) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any Person entitled to indemnification hereunder shall have the right to select and employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (i) the indemnifying party has agreed in writing to pay such fees or expenses, (ii) the indemnifying party shall have failed to assume the defense of such claim within a reasonable time after receipt of notice of such claim from the Person entitled to indemnification hereunder and employ counsel reasonably satisfactory to such Person, (iii) the indemnified party has reasonably concluded (based upon advice of its counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, or (iv) in the reasonable judgment of any such Person (based upon advice of its counsel) a conflict of interest may exist between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the

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expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person). If the indemnifying party assumes the defense, the indemnifying party shall not have the right to settle such action without the consent of the indemnified party. No indemnifying party shall consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of an unconditional release from all liability in respect to such claim or litigation without the prior written consent of such indemnified party. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its prior written consent, but such consent may not be unreasonably withheld.

(3) The remedies provided for in this Section 2.5 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

TERMINATION

Section 3.1 Termination

This Agreement may be terminated at any time by mutual consent of the Parties. In the event of the termination of this Agreement as provided in this Section 3.1, this Agreement shall be of no further force or effect and all rights and obligations of the Parties hereto shall be at an end; except for the provisions of Section 2.5, which shall survive any such termination.

GENERAL

Section 4.1 Amendments

This Agreement shall not be amended, superseded or cancelled except by a written instrument signed by each of the Parties and any instrument purporting to amend, supersede or cancel this Agreement or any part hereof shall not be binding and shall be of no effect unless and until it has been executed and delivered by each of the Parties.

Section 4.2 Public Filing

The Parties hereby consent to the public filing of this Agreement if any Party is required to do so by applicable law or by applicable regulations or policies of any regulatory agency of competent jurisdiction or any stock exchange on which the Common Shares may be listed.

Section 4.3 Further Assurances

Each Party shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all such further reasonable acts, deeds, documents, assignments, transfers, conveyances, powers of attorney and assurances as may reasonably be necessary or desirable to carry out the provisions of this Agreement; provided that in no event shall any Party

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be required to take any further action if and to the extent that such action would or would reasonably be expected to, in any material respect, increase or expand the obligations, duties or liabilities of that Party beyond the scope of its obligations, duties and liabilities set forth in this Agreement and any other agreement between the Parties.

Section 4.4 Assignment and Enurement

Neither Party may assign or transfer this Agreement or any of the rights or obligations under it without the prior written consent of the other Party, except as provided herein to Permitted Assignees. Any rights of Ascent hereunder may be exercised by any Permitted Assignee as if the Permitted Assignee was Ascent; provided, however, that Ascent and all of its Permitted Assignees shall have collectively only the same registration rights (including in terms of frequency) in the aggregate as Ascent.

Section 4.5 Entire Agreement

This Agreement and any agreement or document delivered in connection with this Agreement, constitutes the entire agreement between the Parties with respect to the matters herein and supersedes all prior agreements, understandings, negotiations and discussions relating to the subject matter hereof. There are no other covenants, agreements, representations, warranties, conditions, whether direct or collateral, express or implied, that form part of or affect this Agreement except as otherwise provided this Agreement.

Section 4.6 Waiver

The failure of a Party at any time or times to require performance of any provision hereof by any other Party shall in no manner affect the right of such Party to require such performance at a later time. No act or omission of any Party, other than an express written waiver signed by such Party, shall constitute a waiver by such Party of any representation, warranty, covenant, agreement or condition of this Agreement or any breach thereof by another Party. No waiver by a Party hereto of any representation, warranty, covenant, agreement or condition of this Agreement or any breach thereof by another Party, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of such or any other representation, warranty, covenant, agreement, condition or any breach.

Section 4.7 Notices

All notices, requests, demands or other communications required or permitted to be given by one Party to another under this Agreement shall be given in writing and delivered by personal delivery or delivery by recognized commercial courier, sent by email (return receipt requested) or delivered by registered mail or postage prepaid, addressed as follows:

Section 1.1.1. in the case of the Company:

Global Crossing Airlines Group Inc.

4200 NW 36^th Street, Miami, FL, 33166

Attention:                 Ryan Goepel, EVP/Chief Financial Officer

Email Address:        ryan.goepel@globalxair.com

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Section 1.1.2. In the case of the Subscriber:

Ascent Global Logistics, Inc.

2068 E St, Belleville, MI, 48111

Attention:                Tom Stenglein, President & CEO

Email Address:        info@ascentgl.com

or at such other address, fax number or email address of which the addressee may from time to time may notify the addressor. Any notice delivered before 5:00 p.m. on a Business Day in the place of delivery shall be deemed to have been validly and effectively given and received on the date of such delivery. If such day is not a Business Day, or if the notice is received after 5:00 p.m. (addressee’s local time), then the notice shall be deemed to have been given and received on the next Business Day.

Section 4.8 Severability

Any provision of this Agreement which is invalid, prohibited or unenforceable in any jurisdiction for any reason shall, as to such jurisdiction only, be ineffective and severable from this Agreement to the extent of such invalidity, prohibition or unenforceability but such invalidity, prohibition or unenforceability shall not invalidate or otherwise affect the remaining provisions of this Agreement nor shall it affect the validity or enforceability of such provision in any other jurisdiction.

Section 4.9 Counterparts

This Agreement may be executed in several counterparts, by original or facsimile signature or by or through such other electronic form in which a Party may place or evidence its signature hereon (including an electronic scan of same), each of which so executed shall be deemed to be an original and such counterparts together shall be deemed to be one and the same instrument, which shall be deemed to be executed as of the date first above written.

Section 4.10 Governing Law; Submission to Jurisdiction; Trial by Jury

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Agreement shall be brought and enforced in the Delaware Chancery Court, Wilmington Delaware, or in the United States District Court for the District of Delaware, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 12 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company and the Subscriber agree that the prevailing party(ies) in any such action

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shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Subscriber hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

Section 4.11 Remedies

Unless otherwise expressly provided herein, to the fullest extent permitted by applicable Laws, if any dispute, claim or other matter should arise concerning the interpretation, performance or breach of this Agreement or any action taken by a Party pursuant to this Agreement (such dispute, claim or other matter being referred to as a “Dispute”), such Dispute shall be determined by arbitration conducted by one arbitrator in the City of Toronto, Ontario in accordance with the Arbitration Act, 1991 (Ontario) (as amended) and a Party seeking arbitration of a Dispute shall so notify the other Parties by notice in writing (an “Arbitration Notice”), which Arbitration Notice shall set out reasonable particulars of the Dispute in respect of which arbitration is so being sought. Nothing in this Section 4.11 shall preclude a Party from instituting legal action seeking equitable relief in order to protect its rights pending the outcome of an arbitration hereunder.

[Remainder of this page intentionally left blank.]

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IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be duly executed as of the date first written above.

GLOBAL CROSSING AIRLINES GROUP INC.
By:	/s/ Ryan Goepel
	Name: Ryan Goepel
	Title: Executive Vice President and CFO

[Signature Page to Registration Rights Agreement]

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ASCENT GLOBAL LOGISTICS, INC.
By:	/s/ Tom Stenglein
	Name: Tom Stenglein
	Title: President and CEO

[Signature Page to Registration Rights Agreement]

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Schedule “A”

Registration Procedures

1. In connection with the Company’s Demand Registration and Piggy-Back Registration obligations pursuant to this Agreement, the Company will use reasonable best efforts to effect the qualification or registration for the offer and sale or other disposition or Distribution of Registrable Securities held by Ascent and/or its Permitted Assignees in accordance with the intended method or methods of distribution thereof as expeditiously as reasonably practicable, and in connection therewith the Company will:

(a) prepare and file as promptly as practicable after the request for a Demand Registration has been delivered, in the English language and, if required, French language, with the applicable Securities Regulators, a preliminary Canadian Prospectus and/or Registration Statement under and in compliance with applicable securities laws relating to the applicable Demand Registration, including all exhibits, financial statements and such other related documents required by the applicable Securities Regulators to be filed therewith; provided, that the Company will furnish to Ascent and the managing underwriters or underwriters, if any, copies of such preliminary Canadian Prospectus or Registration Statement and any amendments or supplements that the Company intends to file at least three (3) Business Days prior to their intended filing date, and shall make such changes in such documents concerning Ascent and its Permitted Assignees as they, or their counsel, may reasonably request, and shall not file any Registration Statement or Canadian Prospectus or amendments or supplements thereto to which Ascent and/or its Permitted Assignees, or the underwriters, if any, shall reasonably object;

(b) prepare and file with the applicable Securities Regulators such amendments and post-effective amendments to the Registration Statement, such supplements to the U.S. Prospectus and such amendments and supplements to the Canadian Prospectus as may be (x) reasonably requested by Ascent and/or its Permitted Assignees, or (y) necessary to keep such Registration Statement effective for the period of time required by this Agreement or to continue to qualify such Registrable Securities for distribution as required by this Agreement, and comply with provisions of the applicable securities laws with respect to the sale or other disposition of all securities covered by such Registration during such period in accordance with the intended method or methods of disposition by the sellers thereof;

(c) notify Ascent and/or its Permitted Assignees and the managing underwriter or underwriters, if any, and (if requested) confirm such notice in writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company (i) when the applicable Registration Statement or any amendment thereto has been filed or becomes effective, and when the applicable U.S. Prospectus, Canadian Prospectus, or any amendment or supplement thereto, has been filed (and, in the case of a Canadian Prospectus, when a receipt or mutual reliance review decision document, as applicable, has been issued therefor), (ii) of any written comments by the Securities Regulators, or

any request by the Securities Regulators or other governmental authority in any jurisdiction for amendments or supplements to any such Registration Statement, U.S. Prospectus or Canadian Prospectus or to any marketing materials, or for additional information (whether before or after the effective date of the Registration Statement) or any other correspondence with the Securities Regulators relating to, or which may affect, the Registration, (iii) of the issuance by the Securities Regulators of any stop order suspending the effectiveness of such Registration Statement or any order by the Securities Regulators or any other regulatory authority preventing or suspending the use of any preliminary or final U.S. Prospectus or Canadian Prospectus or marketing materials, or the initiation or threatening of any proceedings for such purposes, (iv) if, at any time, the representations and warranties of the Company in any applicable underwriting agreement cease to be true and correct in all material respects and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for offering, sale or distribution in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

(d) promptly notify Ascent and/or its Permitted Assignees and the managing underwriter or underwriters, if any, when the Company becomes aware of the happening of any event as a result of which any applicable Registration Statement or the U.S. Prospectus included in such Registration Statement (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of such U.S. Prospectus or any preliminary U.S. Prospectus, in light of the circumstances under which they were made) not misleading or as a result of which any Canadian Prospectus or marketing materials would contain a misrepresentation or a statement otherwise misleading or untrue, when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the Registration Statement, or if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement, U.S. Prospectus, Canadian Prospectus or marketing materials in order to comply with the U.S. Securities Act or Canadian Securities Laws and, as promptly as reasonably practicable thereafter, prepare and file with the SEC and/or the applicable Canadian Securities Regulator, and furnish without charge to Ascent and/or its Permitted Assignees and the managing underwriter or underwriters, if any, an amendment or supplement to such Registration Statement, U.S. Prospectus, Canadian Prospectus or marketing materials which shall correct such misstatement or omission or effect such compliance;

(e) use its reasonable best efforts to prevent, or obtain the withdrawal of any stop order, cease trade order or other order suspending the use of any Canadian Prospectus or Registration Statement or suspending any qualification of the Registrable Securities covered by such Canadian Prospectus or Registration Statement;

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(f) promptly incorporate in a U.S. Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment such information as the managing underwriter or underwriters and the selling Holders agree should be included therein relating to the plan of distribution with respect to such Registrable Securities; and make all required filings of such U.S. Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such U.S. Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment;

(g) furnish to Ascent and/or its Permitted Assignees and each underwriter, if any, without charge, as many conformed copies as they may reasonably request of any applicable Registration Statement or Canadian Prospectus and any amendment or post-effective amendment or supplement thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);

(h) deliver to Ascent and/or its Permitted Assignees and the underwriters, if any, as many copies of the Canadian Prospectus or Registration Statement, as applicable, and any amendment or supplement thereto as such Persons may reasonably request (it being understood that the Company consents to the use of the Canadian Prospectus and any Registration Statement or any amendment thereto by Ascent and/or its Permitted Assignees and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by the Canadian Prospectus and the Registration Statement or any amendment or supplement thereto) and such other documents as Ascent and/or its Permitted Assignees may reasonably request in order to facilitate the disposition of the Registrable Securities;

(i) use reasonable best efforts to make available its employees and personnel for participation in a customary offering marketing process, including investor meetings, conference calls, a “road show” and other marketing efforts and otherwise provide reasonable assistance to the managing underwriter or underwriters, taking into account the requirements of the marketing process, in the marketing of Registrable Securities;

(j) on or prior to the date on which a receipt is issued for the Canadian Prospectus or Registration Statement by the applicable Securities Regulators, use reasonable best efforts to qualify, and cooperate with Ascent and/or its Permitted Assignees, the managing underwriter, underwriters or agent, if any, and their respective counsel in connection with the qualification of such Registrable Securities for offer and sale under applicable securities laws of each applicable jurisdiction as any such Person, underwriter or agent reasonably requests in writing provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject;

(k) in connection with any underwritten offering, enter into customary agreements, including an underwriting agreement with the underwriter or underwriters, such agreements to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions;

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(l) use its reasonable best efforts to obtain:

(i) a customary legal opinion, in the form and substance as is customarily given by company counsel in securities offerings, addressed to Ascent and/or its applicable Permitted Assignees and the underwriters, if any, and such other Person as Ascent may reasonably specify; and

(ii) a letter from the Company’s auditors, in form and substance as is customarily given by auditors in securities offerings, addressed to Ascent and/or its applicable Permitted Assignees and the underwriters, if any, and such other Person as Ascent may reasonably specify.

(iii)

(m) furnish to Ascent and/or its Permitted Assignees and the managing underwriter or underwriters, if any, and such other Person as Ascent may reasonably specify, such corporate certificates, satisfactory to Ascent acting reasonably, as are customarily furnished in securities offerings, and, in each case, covering substantially the same matters as are customarily covered in such documents in the relevant jurisdictions and such other matters as Ascent may reasonably request;

(n) use its reasonable best efforts to cause all of the Registrable Securities to be listed and posted for trading on each securities exchange on which any of the Company’s equity securities are then listed or quoted and on each inter-dealer quotation system on which any of the Company’s equity securities are then quoted; and

(o) take such other actions and execute and deliver such other documents as may be reasonably necessary to give full effect to the rights of Ascent and/or its Permitted Assignees under this Agreement.

2. The Company may require Ascent and/or its Permitted Assignees to furnish to the Company such information regarding the Distribution of such securities and such other information relating to Ascent and its ownership of Common Shares and Convertible Non-Voting Shares as the Company may from time to time reasonably request in writing as may be required by the Company to comply with applicable securities laws in each jurisdiction in which a Demand Registration or Piggy-Back Registration is to be effected. Ascent agrees to furnish such information to the Company and to cooperate with the Company as necessary to enable the Company to comply with the provisions of this Agreement and applicable securities laws.

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EX-10.26

Exhibit 10.26

Master Services Agreement (v.4.5.21)

General Information

Information about the Contracting Process:

At your request, we are providing you with an editable version of the Master Services Agreement (“MSA”) and the schedules that pertain to the services you have selected (collectively, the “Agreement”). Please read the information below about the contracting process.

Form of Agreement. The Agreement was created specifically for the products and services provided by U.S. Bank, National Association or its affiliates the (“Services”). The Agreement also contains a number of provisions required under the rules of the Payment Networks (Visa, MasterCard, Discover, etc.) that cannot be changed. We understand you may have your own form of supplier/vendor agreement, but in our experience, the typical supplier/vendor agreement does not contain the required provisions.

The Agreement is composed of a number of parts. The MSA is the base contract for the Services. Schedule A identifies the pricing for the selected products and services. Schedule B lists the affiliated entities (and their tax id numbers) that will be using the Agreement. Schedule C and Schedule D contain terms and conditions applicable to processing services. Other applicable schedules contain additional terms that may apply with respect to processing services or terms conditions that apply to certain processing-related services provided by Elavon, Inc. Depending upon the other products and services selected, additional schedules may apply. Incorporated into all Agreements is the Operating Guide, available at https://www.merchantconnect.com/CWRWeb/pdf/MOG Eng.pdf, which describes in more detail the procedures that apply to the various products and services selected. Many chapters in the Operating Guide are product or service specific, and if your company is not using those products or services then such chapters would not apply.

Changes to Agreement. If after reading the Agreement, you have changes you would like us to consider, we strongly recommend a telephone call between our attorney and yours before you mark up the Agreement. An introductory call will give us an opportunity to provide you with additional information about the products/services and certain contractual provisions that, at first, may seem out of place for a vendor/supplier contract. We have found these introductory calls to benefit all parties by allowing us to identify issues up front, level-set expectations and generally shorten the contracting process.

Track Changes. Following the introductory call, if you would like to propose changes to the Agreement, please mark the changes using the “Track Changes” function in Word. Send the revised Agreement to both the sales representative and the assigned attorney. If you choose to mark-up the Agreement prior to a call with our attorney, please use the “Track Changes” function in Word and send the revised Agreement to your sales representative. Note this may significantly increase the time it takes to conclude the contract negotiation.

Thank you for your attention to these procedures. We look forward to a long and mutually-beneficial relationship.

Master Services Agreement (v.1.8.21)

MASTER SERVICES AGREEMENT

This Master Services Agreement (“Agreement”) is by and among the entity identified as Company in the signature block below (together with any Affiliated Entity listed on Schedule B, “Company”), and each Provider that is a signatory in the signature page below or that is a signatory in any supplemental joinder substantially in the form of Appendix 2 attached hereto (“Supplemental Joinder”) that is subsequently executed (collectively, the “Providers,” and each a “Provider”).

The Agreement will be effective as of the “Effective Date,” which shall be: (i) with respect to Company and each Provider that is a signatory in the signature page below, the last date set forth on the signature page below, provided that the Company has delivered to Provider such resolutions, organizational documents and certificates as Provider shall have requested, in its sole discretion; (ii) with respect to Company and each Provider that is a signatory in any subsequently executed Supplemental Joinder, the last date set forth on the signature page to such Supplemental Joinder.

Each reference to “Provider” in the Agreement shall be to, as appropriate: (i) the applicable Member(s) with respect to Services provided by such Member(s); (ii) Elavon with respect to Services provided by Elavon or (iii) to the applicable Member(s) and Elavon collectively (in each case to the extent each is a signatory to the Agreement). Company and each Provider shall be collectively referred to as the “Parties” and individually each a “Party.” For the avoidance of doubt, references to “Parties” shall refer to, as appropriate, Company and each Provider, Company and each Member or Company and Elavon.

The Agreement consists of: this signature page; the General Terms and Conditions; Appendix 1 -Definitions; Schedule A—Fee Schedule; Schedule B—Affiliated Entities; Schedule C—Applicable Countries; Schedule D—Exposure Protection Schedule; Schedule E—Form of Flight Data Report; and other schedules and any applicable Statements of Work entered into under the Agreement from time to time.

Each of the terms in schedules that are or become part of the Agreement are incorporated herein by reference.

☒ It is a condition to Provider’s entry into the Agreement that the form of Guaranty attached hereto as Appendix 3 be executed and delivered to Provider.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

Master Services Agreement (v.1.8.21)

Signature Page 1 of 1

IN WITNESS WHEREOF, the Parties have caused the Agreement to be executed and attested to by their duly authorized officers as of the day and year written.

COMPANY, on behalf of itself and each Affiliated Entity, if any, listed on Schedule B

GLOBAL CROSSING AIRLINES LLC d/b/a GLOBALX		Address: Building 5A, Miami International Airport 4200 MW 36th Street, 4th Floor
By (Print Name):	Ryan Goepel	Miami, FL 33166
Signature:	/s/ Ryan Goepel	Attention:	Ryan Goepel
Title:  EVP & CFO
Date: May 18th, 2021

☒ Company is receiving processing services for transactions conducted in the United States of America.

U.S. BANK NATIONAL ASSOCIATION
By (Print Name):	Brett Turner

Signature:	/s/ Brett Turner
Title:	Its Authorized Representative
Date: 5/18/2021

☒ Company is receiving processing services for VISA transactions conducted in Canada and the Provider below is a Party to the Agreement for all purposes.

U.S. BANK NATIONAL ASSOCIATION, acting through its Canadian branch

By (Print Name): Brett Turner

Signature:	/s/ Brett Turner
Title:	Its Authorized Representative
Date: 5/18/2021

☒ Company is receiving processing services for MasterCard transactions conducted in Canada and the Provider below is a Party to the Agreement for all purposes.

ELAVON CANADA COMPANY
By (Print Name):	Brett Turner

Signature:	/s/ Brett Turner
Title:	Its Authorized Representative
Date: 5/18/2021

Master Services Agreement (v.1.8.21)

General Terms and Conditions

GENERAL TERMS AND CONDITIONS

1. Defined Terms. Capitalized terms used in the Agreement will have the meanings stated in Appendix 1.

2. Scope of Agreement. The Agreement governs Company’s receipt and use of the Services provided for in the Schedules hereto. In addition to the terms of the Agreement, Company will comply with the applicable provisions of the Operating Guide (provided, that all references in the Operating Guide that refer to “Elavon” will be deemed to refer to Providers) and any Documentation that Provider provides to Company in writing from time to time that is applicable to the Services.

3. Affiliated Entities. Company’s Affiliated Entities may use the Services so long as they comply with all restrictions, obligations, and requirements imposed on Company. Company will remain fully responsible for any use of the Services by any Affiliated Entities, will cause its Affiliated Entities to comply with the terms and conditions of the Agreement, and will be liable for the acts and omissions of each Affiliated Entity, in each case as though each Affiliated Entity were Company. Affiliated Entities may not enforce the terms of the Agreement against Provider. The Parties may add Affiliated Entities to Schedule B after the Effective Date by substituting a new Schedule B that is in writing and signed by Company and Provider. Company will promptly notify Provider in writing if any entity on Schedule B no longer qualifies as an Affiliated Entity that Company allows to use the Services. For any acts or omissions of an Affiliated Entity giving rise to a termination right by Provider, Provider may terminate the Agreement with respect to (i) only such breaching Affiliated Entity, or (ii) Company and all Affiliated Entities. Any termination of the Agreement as to Company will result in the termination of the Agreement with respect to Affiliated Entities.

4. Term and Termination.

4.1. Term. The initial term of the Agreement will be as specified in Schedule A, and thereafter shall automatically renew for successive renewal terms each in the length specified in Schedule A (if any) provided, that, the Agreement shall not renew if either Party provides written notice to the other Party no later than one hundred and twenty (120) days prior to the end of the then current term of its determination to terminate the Agreement, in which case the Agreement shall terminate on the scheduled date of expiration.

4.2. Termination. The provisions of this Section 4.2 shall apply if any Party hereto shall commit a material default in the performance of its obligations under the Agreement, including any of the defaults specified in this Section 4.2 as reasons for termination of the Agreement.

(a) Company may terminate the Agreement on twenty-four (24) hours’ written notice to Provider if Provider shall commit a material default under the Agreement and shall fail or refuse to remedy such material default within thirty (30) calendar days after receipt of written notice specifying the nature of such default, or to commence to remedy such material default within such period if the same is curable but cannot reasonably be remedied within such period, or shall fail to complete within forty-five (45) days after receipt of such written notice any remedy commenced during the original thirty (30) day notice period.

(b) [Reserved]

(c) Provider may terminate the Agreement without notice to Company upon (i) Company’s commitment of or participation in any systematic, systemic or recurring fraudulent activity, (ii) Company’s failure to notify Provider of the occurrence of a material default in accordance with Section 10.5, (iii) Company violates Provider’s rights of exclusivity, if applicable, pursuant to the Agreement or (iv) the occurrence of any Insolvency Event involving the Company.

Master Services Agreement (v.1.8.21)

General Terms and Conditions

(d) Provider may terminate the Agreement on twenty-four (24) hours’ written notice to Company if:

(i) Company (i) fails to maintain all licenses, permits and certificates necessary for it to conduct flight operations or (ii) materially breaches any requirement of any Payment Network Regulations, and Company fails or refuses to remedy any of the foregoing defaults within fifteen (15) calendar days after receipt of written notice specifying the nature of such default, or to commence to remedy such default within such period if the same is curable but cannot reasonably be remedied within such period, or shall fail to complete within thirty (30) days after receipt of such written notice any remedy commenced during the original fifteen (15) day notice period.

(ii) Any representation or warranty made by Company proves to be incorrect when made in any material respect, to the extent such default is curable, and Company fails or refuses to remedy such default within thirty (30) calendar days after receipt of written notice specifying the nature of such default, or to commence to remedy such material default within such period if the same is curable but cannot reasonably be remedied within such period, or shall fail to complete within forty-five (45) days after receipt of such written notice any remedy commenced during the original thirty (30) day notice period.

(iii) Any of the following occurs: (A) the imposition, or an attempted imposition, of a freeze or lien in favor of any person other than Provider, whether voluntary or involuntary, on the Deposit or any portion thereof or any property of Company subject to the lien or security interest of Provider or any other Secured Party pursuant to the Agreement; (B) the imposition of any material restriction on or material impairment of any of Provider’s rights under the Agreement, including any restriction of the rights with respect to the Deposit provided pursuant to the Exposure Protection Schedule; (C) failure by Company to pay any of the Obligations when due or to remit funds to Provider when required pursuant to the Agreement; (D) failure by Company to provide any of the financial statements and reports described in Section 10; (E) Company commences or threatens to commence any legal proceeding against Provider relating to the Agreement or the processing services provided hereunder; (F) on any day, less than 85% of the Sales Records delivered by Company for processing hereunder that constitute sales of flights consist of Tested Sales, or (G) any Guarantor shall purport to terminate its guarantee of the Obligations; provided, that, Provider shall not terminate the Agreement pursuant to this Section 4.2(d)(iii) if Company cures such default within five (5) days after receipt of written notice from Provider specifying the nature of such default.

(iv) Company shall commit any other material default under the Agreement and shall fail or refuse to remedy such material default within thirty (30) calendar days after receipt of written notice specifying the nature of such default, or to commence to remedy such material default within such period if the same is curable but cannot reasonably be remedied within such period, or shall fail to complete within forty-five (45) days after receipt of such written notice any remedy commenced during the original thirty (30) day notice period.

In the case of any material default described in this Section with respect to which Company fails to provide notice in accordance with Section 10.3, any period for remedy under this Section shall begin on the date that such notice should have been provided by Company to Provider.

(e) No waiver of any provision hereunder shall be binding unless such waiver shall be in writing and signed by the Party alleged to have waived such provisions

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(f) If Company is receiving Professional Services, Provider and Company will have the termination rights set out in Schedule 1 or any related Schedules or Statements of Work for the applicable Professional Services.

(g) Company acknowledges that Provider may take up to 30 days following Provider’s receipt of written notice of termination to complete processing of Transactions submitted to it, and that Chargebacks may be submitted after that time, and that refunds may be submitted after that time and Provider may decide to process them. All obligations of a Party regarding Transactions serviced prior to termination or afterward as described above will survive termination.

(h) For the avoidance of doubt: (i) if multiple Members are Parties to the Agreement, termination or expiration of the Agreement with respect to one Member will not automatically result in termination of the Agreement with respect to other Members; (ii) if Elavon is a Party to the Agreement, termination or expiration of the Agreement with respect to Professional Services will not automatically result in termination of the Agreement with respect to Processing Services; and (iii) if Elavon is a Party to the Agreement, termination or expiration of the Agreement with respect to Processing Services will result in automatic termination of the Agreement with respect to all Professional Services.

(i) Provider may modify the Services or particular components of the Services from time to time and will use commercially reasonable efforts to notify Company of any material modifications. If Provider ceases to make a Service selected by Company generally available to its airline customers (a “Discontinued Service”), Provider may cease providing such Discontinued Service to Company upon 180 days’ advance written notice. Provider will not be liable to Company or to any third party for any modification or discontinuance of the Services as described in this Section 4.2(i). Company may request transition assistance from Provider under Section 4.3(1) for any Discontinued Service.

(j) If Company terminates the Agreement before the end of the Initial Term (except for termination for Provider’s uncured default as stated in Section 4.2(a), termination pursuant to Section 4.2(c) or (d), discontinuance of Discontinued Services as stated in Section 4.2(i)), Company will immediately pay Provider an Early Termination Fee. Company acknowledges that the Early Termination Fee is not a penalty, but rather a reasonable estimate of the damages Provider sustained because of Company’s termination of the Agreement before the end of the Initial Term. “Early Termination Fee” means an amount equal to the sum of: (i) the greater of (A) the total processing fees due from Company during the 12 months or, if longer, the remaining term of the Agreement, immediately prior to termination, and (B) the total processing fees that would be due from Company during the 12 months or, if longer, the remaining term of the Agreement, immediately following termination (based, with respect to any per-Transaction fees, on Projected Monthly Transaction Volume), as reflected on Schedule A; and (ii) any up-front incentives afforded to Company. “Projected Monthly Transaction Volume” means 1/12 of the projected annual transaction volume stated in Schedule A. If Company terminates the Services provided by one or more Providers before the Initial Term, subject to the exceptions set forth above, the Company shall pay an Early Termination Fee based solely upon the fees due and that would be due with respect to the Services provided by the terminated Provider or Providers.

(k) Subject to termination of this Agreement by Provider as permitted hereunder, at Company’s request, Provider will provide Company with up to 90 days of Provider’s standard assistance in transitioning Services provided under the Agreement to Company or a provider designated by Company, which transition assistance will begin on the termination date of the Services (or such earlier date following notice of termination as may be requested by Company) (the “Transition Period”) and will be at no additional cost to Company. Provider will continue to perform, and Company will continue to pay

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Provider, in accordance with the Agreement during any such Transition Period. Company will pay Provider, at Provider’s then-standard rates, for any services in addition to Provider’s standard transition assistance. Each Party will fully comply with all provisions of the Agreement during any Transition Period.

4.3. Additional Remedies. If Company violates Section 38.9, 39.1 or 40.2 of this Agreement, Company will pay Provider an Early Termination Fee with respect to the portion of the Services covered by the provision breached.

5. Authorized Users; Access; Security of Passwords and User IDs.

5.1. Company will be responsible for the distribution of all passwords and user IDs issued in connection with the Services, if any (“Credentials”) to any Authorized User and for maintaining the confidentiality and security of Credentials. Company will ensure that the access granted to each Authorized User to the Services is limited to only the access and information necessary for the Authorized User to perform his or her job functions on behalf of Company. Company will ensure that all Authorized Users will be trained and qualified to access and use the Services in accordance with the terms of the Agreement, the Operating Guide and any Documentation. Company is responsible for its Authorized Users’ compliance with the terms of the Agreement, the Operating Guide and the Documentation, for all acts or omissions of the Authorized Users, and for all use of any Credentials other than by Provider or Provider’s third party contractors or use by third parties of user IDs and passwords obtained by such third parties from Provider or Provider’s third party contractors.

5.2. Company will not, and will ensure that its Authorized Users do not:

(a) Access or use the Services for any purposes other than for the Company’s own internal business purposes as disclosed to Provider in writing (except as authorized in writing by Provider);

(b) Modify, reverse engineer, disassemble or decompile any part of the Services or Provider Materials;

(c) Knowingly transmit any data that contains software viruses, time bombs, worms, Trojan horses, spyware, disabling devices, malicious code, or other harmful or deleterious computer code, files or programs to or through the Services; provided, that Company will use commercially reasonable measures (at least industry standard) to screen for the foregoing;

(d) Interfere with or disrupt the servers or networks connected to or providing the Services;

(e) Remove, change or obliterate the copyright, trademark or other proprietary protection legends or notices that appear in connection with access to and use of the Services or any Provider Materials; or

(f) Copy, re-sell, republish, download, frame or transmit the Services or Provider Materials, including in order to act as a consultant for any third party or, unless otherwise permitted under the Agreement, as a service bureau, outsourcing or application service provider for any third parties, or otherwise allow any third party to use or access the Services.

5.3. Company is responsible for changing Credentials if it believes that any of those Credentials have been stolen or might otherwise be misused and for disabling any Authorized User’s Credentials promptly upon the termination of employment of such Authorized User or the cessation of such Authorized User’s need to access the Services. Company will promptly notify Provider if Company believes the Services or Provider’s databases have been compromised by use of Credentials associated with the Services.

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6. Compliance with Laws and Payment Network Regulations.

6.1. General. Provider and Company will comply with all Laws and Payment Network Regulations applicable to the selected Services.

6.2. Anti-Corruption Laws; Sanctions. Company acknowledges that Provider cannot provide any products or services to Company or its Customers that contravene Anti-Corruption Laws, applicable Sanctions or other Laws of the United States of America (including the Laws promulgated by OFAC or the United States Department of the Treasury or any successor thereto) or any other government authority of any other jurisdiction applicable to Provider. Each of Company and its subsidiaries shall comply in all material respects with all Anti-Corruption Laws and applicable Sanctions, and will obtain all permits, licenses and approvals required by such laws, copies of which will be provided to Provider upon request.

6.3. Confirmation of Compliance.

(a) Company acknowledges and agrees that Laws may require that Company and its subsidiaries affirmatively cooperate with Provider to confirm compliance by Company and its subsidiaries with Laws. Among other things, this may involve: (i) adopting and implementing policies and procedures to achieve an acceptable level of compliance with Laws; (ii) training for employees, agents and representatives; and (iii) cooperating with Provider or governmental officials in the investigation of possible violations of Laws. For purposes of clarity, Company acknowledges that an acceptable level of compliance required hereunder may change from time to time, and the failure to implement any necessary modifications by Company and its subsidiaries may be deemed by Provider to constitute a material default under the Agreement.

(b) Company will execute and deliver to Provider all documents Provider reasonably deems necessary to verify Company’s compliance with Laws (including without limitation Anti-Corruption Laws and applicable Sanctions) and Payment Network Regulations.

6.4. Export Laws Compliance.

(a) U.S. Export Laws. To the degree applicable: (1) Company will comply with all United States export Laws governing the export and re-export of hardware, software or technology applicable to the Services and Equipment, including United States Department of State International Traffic In Arms Regulations (ITAR), United States Foreign Corrupt Practices Act, United States Commerce Department’s Export Administration Regulations, OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, and Laws promulgated by OFAC or the United States Department of the Treasury or any successor thereto; (2) Company will not, and will not request Provider to, export, directly or indirectly, any technical data pursuant to the Agreement or any product using any such data to any country for which the United States Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval.

(b) Canada Export Laws. To the degree applicable: (1) Company will comply with all Canadian export Laws, including the list and guide maintained by Export Controls Division of Foreign Affairs, Trade and Development Canada, the Corruption of Foreign Public Officials Act (Canada) and OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, governing the export and reexport of hardware, software or technology applicable to the Services and Equipment; (2) Company will not, and will not request Provider to, export, directly or indirectly, any technical data pursuant to the Agreement or any product using any such data to any country for which the Canadian government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval.

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6.5. Customer Identification. To help the United States Government fight the funding of terrorism and money laundering activities, federal law requires financial institutions and their affiliates to obtain, verify, and record information that identifies each person who opens an account. Accordingly, Company will provide certain information and identifying documents requested by Provider to allow Provider to identify Company.

7. Confidentiality; Data Security and Use.

7.1. Confidentiality.

(a) Confidential Information Generally. Each Party will protect the confidentiality and security of the other Party’s Confidential Information disclosed to it from unauthorized disclosure, publication, or dissemination with the same standard of care and discretion it employs with similar information of its own, but in no event less than reasonable care, and will not use, reproduce, distribute, disclose, or otherwise disseminate Confidential Information of the other Party disclosed to it except in connection with the performance of its obligations or rights under the Agreement or as permitted by the Agreement. The Receiving Party acknowledges that any breach of this Section 7.1 by the Receiving Party may result in irreparable harm to the Disclosing Party for which monetary damages may not provide a sufficient remedy. The Disclosing Party may seek both monetary damages and equitable relief with respect to any such breach without any obligation to post a bond.

(b) Disclosure of Confidential Information. If the Receiving Party or its agents become legally required or compelled (by any publicly filed and noticed deposition, interrogatory, request for documents, civil subpoena, civil investigative demand or by any similar process or court or administrative order, or by any regulatory authorities having jurisdiction over the Receiving Party) to disclose Confidential Information, then the Receiving Party if permitted will provide the Disclosing Party with prompt prior written notice of such legal requirement so that the Disclosing Party may seek a protective order or other appropriate remedy. If the Disclosing Party does not obtain a protective order or other remedy, the Receiving Party agrees to disclose only that portion of the Confidential Information which the Receiving Party is legally required to disclose and to use reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information. Neither Party will be obligated to notify the other of the receipt of any non-public or confidential investigative demand, summons, or grand jury subpoena or other similar process that requires confidentiality on the part of the applicable Party, or of any request from a regulatory body exercising supervisory jurisdiction over such Party, or to the degree providing such notice would be prohibited by Laws. A Party shall not incur any liability to the other Party by reason of any disclosure permitted by this Section 7.1(b).

(c) Company Obligations. Company shall use reasonable efforts to assure that the Confidential Information of Provider disclosed to Company, the Agreement, the Payment Network Regulations and information about Provider and Provider’s operations, affairs and financial condition, not generally disclosed to the public or to trade and other creditors, that is furnished to Company pursuant to the Agreement is used only for the purposes of the Agreement and any other relationship between Provider and Company and shall not be divulged to any person other than Company, its affiliates and their respective officers, directors, employees and agents that have a need to know consistent with the use of such information that is authorized under the Agreement, except: (a) to their attorneys, accountants and professional advisors in connection with the Agreement; (b) for due diligence purposes in connection with significant transactions or dealings involving Company and that are outside the ordinary course of Company’s business, including investments, acquisitions or financing, to other potential parties to such dealings or transactions or their professional advisors, subject to confidentiality agreements no less protective than these confidentiality provisions and redaction of such information as Provider may deem proprietary to Provider; or (c) in connection with the enforcement of the rights of Company hereunder or otherwise in connection with applicable litigation. Company shall not incur any liability to Provider by reason of any disclosure permitted by this Section 7.1(c).

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(d) Company Information. Notwithstanding anything in Section 7.1: (1) Company hereby authorizes Provider to disclose to the applicable Payment Networks Company’s name and address and any and all other information as may be required pursuant to any Payment Network Regulations, and to list Company as one of its customers, (2) Company hereby authorizes Provider to use the name and logo of Company in marketing Provider’s products and services to other parties, and (3) any Confidential Information or other information regarding Company, its principals, Affiliates, or agents that Provider obtains in connection with the Agreement (including information about Company and its operations, affairs and financial condition not generally disclosed to the public or to trade and other creditors) may be (to the degree necessary, appropriate and allowed under Laws, and provided that any recipients who are not subject to a statutory duty of confidentiality have agreed to maintain such data in confidence in accordance with terms not less stringent that those set forth in the Agreement):

(i) Used by Provider and its Affiliates, third party contractors, agents, employees and referral partners (a) to provide the Services and related functions to Company and to respond to any further application for Services, (b) for administrative purposes and to maintain Company’s account pursuant to the Agreement (including, where applicable, conducting identity checks on Company and where relevant, Company’s officers, directors and controlling shareholders, and to conduct, monitor and analyze Provider’s business or those of its Affiliates), (c) for Provider’s internal fraud and compliance monitoring, (d) to conduct, monitor and analyze Provider’s business or those of its Affiliates, (e) for due diligence purposes in connection with significant transactions or dealings involving Provider and that are outside the ordinary course of Provider’s business, including investments, acquisitions or financing, to other potential parties to such dealings or transactions or their professional advisors, subject to confidentiality agreements no less protective than these confidentiality provisions, (f) in connection with the enforcement of the rights of Provider hereunder or otherwise in connection with applicable litigation, (g) to market and sell to Company products and services offered by Provider or its Affiliates or (h) for obtaining financing for Provider’s business, or negotiations in connection with that purpose;

(ii) Disclosed by Provider to its attorneys, accountants or other professional advisors;

(iii) Disclosed and shared by Provider for reporting purposes to credit rating agencies and to the financial institution where the Settlement Account is maintained;

(iv) Disclosed by Provider to regulatory bodies exercising supervisory jurisdiction;

(v) Used by Provider to enhance or improve Provider’s products or services generally;

(vi) Used or disclosed by Provider to third party investors or potential investors in Provider or its Affiliates in the event of the sale, disposal, merger or transfer of the business of Provider or its Affiliates or in the event of any reorganization or other change to the business of Provider or its Affiliates;

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(vii) Collected, used and disclosed by Provider as required by Laws (e.g., for tax reporting or in response to a subpoena) or by the Payment Network Regulations; and

(viii) Retained for such periods of time as Provider requires to perform its obligations and exercise its rights under the Agreement.

Provider shall not incur any liability to Company by reason of any disclosure permitted by this Section 7.1(d).

(e) Duration of Obligations. The non-disclosure obligations in this Section 7.1 will continue (i) with respect to Confidential Information that does not constitute a trade secret, for three (3) years following termination, and (ii) with respect to Confidential Information that is a trade secret under Laws, for the longer of three years after termination and such period as the information retains its status as a trade secret under Laws.

(f) Obligations on Termination. At the request of the Disclosing Party upon the termination of the Agreement, the Receiving Party will promptly delete or return to the Disclosing Party all originals and copies containing or reflecting any Confidential Information of the Disclosing Party (other than those required to be retained by Law, Payment Network Regulations or the Receiving Party’s information retention policies, or that would be unreasonably burdensome to destroy, such as archived computer records). If a dispute arises between the Parties in relation to the Confidential Information or the Agreement, the Receiving Party may retain a copy of such Confidential Information as the Receiving Party reasonably determines is necessary for its defense of the dispute. In all cases, any retained Confidential Information will continue to be subject to the terms of the Agreement.

7.2. Data Security and Use.

(a) Security Programs Compliance. Each Party will comply with the applicable requirements of the Security Programs.

(b) PCI-DSS Attestation. Company may review Provider’s current PCI-DSS compliance status on the Payment Network websites as available. Provider will undergo an annual assessment of its compliance with the Security Programs and, if applicable to the Services provided under the Agreement, the Payment Application Data Security Standards. At Company’s written request, Provider will provide to Company a written attestation of Provider’s compliance with the security requirements related to Cardholder Data promulgated by the Payment Card Industry Security Standards Council.

(c) Provider Data Breach. If Provider suffers a Provider Data Breach, then it will follow all Laws and Payment Network Regulations with respect to such Provider Data Breach including providing the required reporting and forensic audits to the Payment Networks. Provider will not pass-through or require Company to be liable to Provider for any fees, fines, penalties, assessments, or charges levied against Provider by the Payment Networks in connection with a Provider Data Breach. Unless otherwise required or directed under Law, the Payment Network Regulations, or a Payment Network, Provider will not (i) contact or inform any Customer of whose data may have been the subject of a Provider Data Breach of the occurrence of the Provider Data Breach, or (ii) publicly disclose that information provided by Company to Provider was the subject in any part of a Provider Data Breach. If Provider is legally obligated or the Payment Network Regulations or Payment Networks require Provider to contact Customers as part of a Provider Data Breach, Provider will limit the notices to such Customers to those required by the legal obligation, the Payment Network Regulations, or the Payment Networks, or as approved by Company.

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(d) Protected Information.

(i) Each Party will ensure the security of Cardholder Data, Transaction Information and other information by which individuals may be identified (collectively, “Protected Information”) in accordance with all Laws and Payment Network Regulations and the Agreement. Each Party shall: (1) treat Protected Information as confidential information and protect such materials from disclosure to any third person, except as expressly permitted in the Agreement. And use reasonable measures to prevent the unauthorized processing, capture, transmission and use of Protected Information; and (2) at all times only store, process, transmit and use Protected Information in accordance with the requirements of any applicable data processing laws and Operating Regulation. Provider and Company shall retain Protected Information for the duration required by Laws and the Payment Network Regulations and thereafter will destroy, in a manner that will render the information unreadable, all such information that is no longer necessary or appropriate to maintain for ordinary business purposes.

(ii) Company’s processing of any personal data within the meaning of applicable data protection legislation (“Personal Data”) received by it in performance of the Agreement shall comply with applicable data protection legislation and all Laws.

(iii) Company will not disclose Protected Information to any third party without the consent of the Cardholder, except to a Service Provider, or as otherwise permitted by Laws and the Payment Network Regulations. Company will not retain or store magnetic stripe or CVV2/CVC2/CID data after authorization for any purpose. After authorization, Company will retain only the Customer account number, name, and card expiration date if Company has a reasonable business purpose to retain such information and is otherwise in compliance with the Agreement. If there is a failure or other suspension of Company’s business operations, including any Insolvency Proceeding, Company will not sell, transfer, or disclose Cardholder Data or Transaction Information to third parties, and Company will (a) return this information to Provider, or (b) provide acceptable proof of destruction of this information to Provider.

(iv) Provider acknowledges that Company may collect information about Company’s Customers as part of a Company sales transaction (e.g., price paid, time, store identifier, SKU information) regardless of the Customer’s payment type and not in connection with the Services, and that the Agreement does not restrict Company’s retention, use or disclosure of such information even though some of that information may overlap with elements of Transaction Information.

(v) Company acknowledges and agrees that Personal Data provided by Company may be transferred outside of the United States, Canada or the European Economic Area (as applicable) for any purpose authorized by the Agreement, provided that proper precautions to maintain the confidentiality of the Personal Data are taken.

(vi) Company acknowledges that some of Provider’s affiliates, service providers or other third parties are located outside of the jurisdiction(s) where Provider’s operations are located. Company acknowledges that as a result of the foregoing, Personal Data may be accessible to regulatory authorities in accordance with the Laws of these jurisdictions. Provider maintains physical, electronic, and procedural safeguards that comply with Laws in applicable jurisdictions with respect to safeguarding Personal Data. Subject to Laws in any applicable jurisdiction, Provider requires third parties to whom it discloses Personal Data to

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protect the information in a manner that is consistent with this Agreement. Company represents, covenants and agrees that it shall disclose to Cardholders and all affected officers, directors, agents or employees of Company the facts in the four immediately preceding sentences to the degree required by Laws.

(vii) Notwithstanding anything in the Agreement to the contrary, any Protected Information that Provider obtains in connection with the Agreement may be:

(1) Used and disclosed by Provider and its Affiliates, third party contractors, agents and employees to provide the Services and related functions to Company and for the purpose of performing under the Agreement and in compliance with the Payment Network Regulations and applicable requirements of Laws;

(2) Disclosed to Company’s agents, employees and representatives, network providers or Card processors for the purpose of assisting Company in completing the Transaction;

(3) Collected, used and disclosed by Provider as required by Laws or by the applicable Payment Networks or Issuers in compliance with the Agreement and the Payment Network Regulations; and

(4) Retained for such periods of time as Provider requires to perform its obligations and exercise its rights under the Agreement.

Provider may prepare, use, and share with third parties, aggregated, non-personally identifiable information derived from Transaction Information of all of Provider’s Customers or specific segments of Provider’s Customers.

8. Third-Party Services.

8.1. Company has disclosed in writing to Provider all Third-Party Services being provided to Company and will disclose in writing to Provider any new Third-Party Services to be provided to Company after the Effective Date prior to using the same. All Third-Party Services shall comply with all applicable requirements of Laws, the Payment Network Regulations and the Agreement, including PCI. Company will comply with the requirements of PCI and any modifications to, or replacements of PCI that may occur from time to time, be liable for the acts and omissions of each third party offering such Third-Party Services and will be responsible for ensuring compliance by the third party offering such Third-Party Services with all applicable requirements of Laws, the Payment Network Regulations and the Agreement, including PCI. Company will indemnify and hold harmless Provider from and against any loss, cost, or expense incurred in connection with or by reason of Company’s use of any Third-Party Services. Provider will not be responsible for the Third-Party Services not provided by it nor shall Provider be responsible for any Transaction until it receives data for the Transaction in the format required by it and uses such data in connection with processing performed by it under the Agreement.

8.2. If Company uses Third-Party Services for the purposes of data capture, electronic submission or authorization, Company agrees: (a) that the third party providing such services will be its agent in the delivery of Transactions to Provider via a data processing system or network similar to Provider’s; and (b) to assume full responsibility and liability for any failure of that third party to comply with applicable requirements of Law and the Payment Network Regulations or the Agreement. Provider will not be responsible for any losses or additional fees incurred by Company as a result of any error by a third party agent or by a malfunction in a third party Terminal. Provider is not responsible for any Transaction until it receives data for the Transaction in the format required by it and Provider uses such data in connection with processing performed by it under the Agreement.

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8.3. If required by Provider, Company will cause each provider of Third-Party Services and applicable Company Resource to undergo testing, approval and certification by Provider before Company uses such provider or Company Resource in connection with accessing or using the Services. Company will ensure that each provider of Third-Party Services or Company Resource maintains certification and compatibility with the Services and that each provider of Third-Party Services and Company Resource is fully compliant with all Laws, Payment Network Regulations, and Security Programs. Failure of Company’s systems, including Company’s point- of- sale system or property management system, or any provider of Third-Party Services systems to maintain certification under this section or to be compatible and function with the most recent version of the Services will excuse Provider from all liability and all of its obligations under the Agreement to the extent that Provider’s provision of the Services is impaired by such failure.

8.4. Provider may terminate access to or ability to integrate with Provider’s products, services, and systems of any provider of Third-Party Services immediately without prior notice if the termination results from:

(a) such provider’s breach of any Laws, Payment Network Regulations or the Agreement,

(b) the requirement of any court order or Payment Network or application of Payment Network Regulations to the Services,

(c) Provider’s reasonable determination that such provider poses an unacceptable security risk to Provider, Company or any Payment Network, or

(d) such provider’s failure to maintain certification to Provider or the expiration or termination of any agreement between Provider and such provider specific to certification to Provider with respect to the Services.

8.5. In the event Company uses a third party to provide or otherwise manage its passenger service system (a “PSS Provider”), Company will notify such PSS Provider that Provider has an interest in the information in the possession of such PSS Provider concerning travel services that are the subject of Transactions, and the Company shall, at the request of Provider, make such information available to Provider, even after Company ceases to provide air transportation services or an Insolvency Event has occurred with respect to Company. At Provider’s request, Company shall require that its PSS Provider provide written evidence to Provider of its agreement to the requirements of this Section 8.5.

8.6. Provider may use third party contractors in connection with the performance of its obligations under the Agreement. Provider will be responsible for the performance of its obligations hereunder notwithstanding any use of or delegation of any responsibility to any Provider third party contractor. Provider is responsible for any violations of the Agreement that result from the acts or omissions of its third party contractors.

9. Assessment and Audit.

9.1. Provider will engage independent, qualified, external auditors (the “Provider Auditors”) to assess the internal controls and information security measures in place related to the Services (“Internal Controls Assessment”). The Internal Controls Assessment will conform with Laws, applicable Payment Network Regulations and industry standards, including generally accepted auditing standards such as the Statement on Standards for Attestation Engagements Number 16 “Reporting on Controls at a Service Organization” issued by the Auditing Standards Board of the American Institute of Certified Public Accountants (the “SSAE 16”). The frequency of the Internal Controls Assessment will be consistent with industry standards. Upon Company’s written request, but not more frequently than once every 12 months, Provider will provide a copy of its most recent SSAE 16 SOC 1 report, which will be deemed Provider’s Confidential Information.

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9.2. If Provider reasonably suspects that it is subject to a financial or reputational risk due to Company’s acts or omissions, Company authorizes Provider and its agents to perform an audit or inspection of Company’s operations and records to confirm Company’s compliance with the Agreement upon reasonable advance notice, during normal business hours, and at Provider’s expense (unless Provider reasonably determines based on such audit that Company is not in compliance with the Agreement, in which case Company will bear the cost). Company will maintain complete and accurate records of its performance under the Agreement. Company will execute and deliver to Provider all documents Provider reasonably deems necessary to verify Company’s compliance with Section 6.

9.3. In the event of reasonable suspicion that Company or any of its officers, employees or agents are involved in any fraudulent or unlawful activity connected with the Agreement, Provider shall have the right to inspect Company’s Transaction records relating to the Agreement, in connection with which Company authorizes Provider and its authorized agent(s) to examine or audit such records.

9.4. If Provider reasonably suspects that Company is not in compliance with Laws or that Provider is not or will not be in compliance with Laws due to Company’s acts or omissions, Company authorizes Provider and its agents to perform an audit or inspection of Company’s operations and records to determine such compliance upon reasonable advance notice, during normal business hours, and at Provider’s expense (unless Provider reasonably determines based on such audit that Company is not in compliance with Laws or that Provider is not or will not be in compliance with Laws due to Company’s acts or omissions, in which case Company will bear the cost). Company agrees to cooperate, in good faith, with any such audit.

9.5. During the term hereof and for one year thereafter, Company and Provider shall have the right at reasonable times and upon reasonable notice to audit, copy or make extracts of the records of the other pertaining to the transactions between or among them under the Agreement to determine the accuracy of the amounts that have been or are to be paid, refunded or credited by one Party to the other in accordance with the provisions of the Agreement.

9.6. Should any review by Company of records relating to amounts that have been paid by Company in accordance with the Agreement reveal that Company was overcharged or it overpaid any amount under the Agreement with respect to the Services, Provider shall, upon receipt of such review, promptly refund and remit such overcharge and/or overpayment to Company. No such refund shall take place with respect to any amount charged or paid more than twelve (12) months before the date Provider receives notice thereof and a copy of the related review. Any such review shall be at the Company’s sole cost and expense.

9.7. Company shall obtain an audit from a third party acceptable to Provider of the physical security, information security and operational facets of Company’s business and provide to Provider and, if applicable, the requesting applicable Payment Network, a copy of the audit report resulting therefrom (a) upon Provider’s request, or upon the request of an applicable Payment Network, promptly following any security breach on Company’s system at Company’s expense, (b) at any time upon request of an applicable Payment Network at Company’s expense and (c) if no security breach has occurred on Company’s system, upon request of Provider, at Provider’s expense; provided that, with respect to this clause (c), such an audit may not be required more than once per calendar year.

10. Reporting. Until any obligation of Provider to perform hereunder shall have expired or been terminated and all obligations of Company to Provider hereunder shall have been satisfied, Company shall furnish to Provider the following reports, notices and financial statements, which shall be in English and shall be stated in United States dollars unless an alternative currency is indicated in the Agreement.

10.1. Within ninety (90) days after the end of each fiscal year of Company, the consolidated financial statements of Company and its subsidiaries for the immediately preceding fiscal year, consisting of at least statements of income, cash flow and changes in stockholders’ equity, and a consolidated balance sheet as at the end of such year, setting forth in each case in comparative form corresponding figures from the previous annual audit and stating Company’s unrestricted cash (including cash equivalents) balance, certified without qualification by independent certified public accountants of recognized standing selected by Company and acceptable to Provider.

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10.2. Within thirty (30) days after the end of each fiscal quarter, consolidated statements of income, cash flow and changes in stockholders’ equity for Company and its subsidiaries, if any, for such quarter and for the period from the beginning of such fiscal year to the end of such quarter, and a consolidated balance sheet of Company and its subsidiaries, if any, as at the end of such quarter, setting forth in comparative form figures for the corresponding period for the preceding fiscal year and stating Company’s unrestricted cash (including cash equivalents) balance, accompanied by consolidating statements for such period and a certificate signed by the chief financial officer of Company (a) stating that such financial statements present fairly the financial condition of Company and its subsidiaries and that the same have been prepared in accordance with generally accepted accounting principles or international financial reporting standards, as applicable, and (b) certifying as to Company’s compliance with all statutes and regulations applicable to Company, respectively, except noncompliance that could not reasonably be expected to have a material adverse effect on the financial condition or business operations of Company.

10.3. On or before the fifteenth (15th) day of each month, a flight data report for the preceding month, in the form of and containing the information required by Schedule E.

10.4. Within one (1) Business Day of an officer of Company becoming aware of any cancellation of twenty percent (20%) or more of Company’s scheduled flights during any consecutive ten (10) day period or longer or Company publicly announcing that the same shall occur, notice thereof.

10.5. Within five (5) days of an officer of Company becoming aware of any material default by Company under the Agreement, a notice from Company describing the nature thereof and what action Company proposes to take with respect thereto.

10.6. Within five (5) days of an officer of Company becoming aware of the same, notice of any pending or threatened action, suit or proceeding at law or equity, or before or by any Relevant Authority against Company or any of its property which, if determined adversely to Company could materially adversely affect the present or prospective financial condition of Company or affect its ability to perform under the Agreement.

10.7. Within five (5) days after any (a) termination or suspension of any Billing Settlement Plan or any other agreement that is relevant to Company’s flight operations or performance under the Agreement, or any of Company’s rights or benefits thereunder, that Company has with any Relevant Authorities, (b) modification of Billing Settlement Plan or any other agreement that is relevant to Company’s flight operations or performance under the Agreement, with any Relevant Authorities that could materially adversely affect the present or prospective financial condition of Company or impair its ability to perform hereunder or (c) receipt by Company of notice from any Relevant Authorities or a Billing Settlement Plan of such Relevant Authorities’ or Billing Settlement Plan’s intention to terminate, suspend or modify agreement with Company, a notice from Company of such termination, modification or receipt of notice and such information with respect to the same as Provider may request. Such notice shall be provided whether Company is a party to an agreement with any Relevant Authorities or a Billing Settlement Plan on the Effective Date or thereafter becomes party to an agreement with any Relevant Authorities or a Billing Settlement Plan.

10.8. Immediately upon the occurrence of an Insolvency Event involving Company, Company shall include Provider on the list and matrix of creditors filed with any insolvency authority whether or not a claim may exist at the time of filing, and provide Provider with notice thereof.

10.9. Immediately upon the failure to pay, whether by acceleration or otherwise, any payment obligation of Company pursuant to any aircraft lease or other financing, notice of such failure and information concerning the amount of the obligation and the actual or likely consequences of such failure.

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10.10. Within five (5) days after the merger or consolidation of Company, or entry by Company into any analogous reorganization or transaction, with any other corporation, company or other entity or the sale, transfer, lease or other conveyance of all or any substantial part of Company’s assets, notice of such event, including a description of the parties involved and the structure of the reorganization or transaction.

10.11. Immediately upon a responsible officer of Company becoming aware (or at the time a responsible officer of Company should have become aware) of any material adverse change in the condition or operations, financial or otherwise, of Company, notice of such material adverse change.

10.12. Within ten (10) days after the end of each month, a report of the dollar amount of Vouchers that have been issued but not used as of the end of such month.

10.13. Such other information with respect to the financial condition and operations of Company as Provider may reasonably request.

11. Proprietary Rights.

11.1. As between Provider and Company, Provider retains all right, title and interest in and to the Services, Provider Materials, Updates, Customizations, and all Intellectual Property Rights in any of the foregoing. Company will not acquire any ownership interest or license rights (except such rights as are expressly stated in the Agreement) in or to the Services, Provider Materials, Updates, Customizations, or Intellectual Property Rights in any of the foregoing. If any right, title or interest in and to any Customization is deemed to vest in Company, Company hereby assigns and agrees to assign to Provider all worldwide right, title, and interest in and to such Customization, including all Intellectual Property Rights therein. All rights not otherwise stated in the Agreement are reserved to Provider. The rights granted to Company under the Agreement are non-exclusive and nothing in the Agreement will limit the ability of Provider to market, sell, offer for sale, license or otherwise exploit the Services, Provider Materials, Updates, Customi zations or Intellectual Property Rights in any of the foregoing to any third parties or to appoint or authorize any other person or entity to do the same.

11.2. Except for mere reference to the company name of Company in presentations to other merchants for the provision of processing services by Provider, Provider shall not display or show the trademarks, service marks, logos, or company names of Company in promotion, advertising, press releases, or otherwise without first having obtained Company’s written consent.

11.3. Company may indicate in any advertisement, display or notice that the services of a specific applicable Payment Network are available. Notwithstanding anything in the Agreement to the contrary, any use of applicable Payment Network trademarks and service marks by Company must be in compliance with the Payment Network Regulations. Company’s promotional materials shall not indicate, directly or indirectly, that any applicable Payment Network or Provider endorses or guarantees any of Company’s goods or services.

11.4. Company and Provider acknowledge that no Party hereto will acquire any right, title or interest in or to any other Party’s trademarks, service marks, logos or company names and such properties shall remain the exclusive property of the respective Parties or their affiliates. Upon termination of the Agreement, the Parties hereto will discontinue all reference to or display of the other Party’s trademarks, service marks, logos and company names.

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12. General Representations.

12.1. Provider Representations. Provider represents and warrants to Company the following:

(a) It has full and complete power and authority to enter into and perform under the Agreement and has obtained, and there remain in effect, all necessary licenses, resolutions and filings which are necessary for it to perform its obligations under the Agreement.

(b) Provider has the power to execute and perform the Agreement. The person executing the Agreement is duly authorized to bind Provider to all provisions of the Agreement and such person is authorized to execute any document and to take any action on Provider’s behalf which may be required to carry out the Agreement. Further, the signing and performing in accordance with the Agreement will not violate any Laws or materially conflict with any other agreement to which Provider is subject.

(c) Its execution and performance of the Agreement will not violate any provision of its organizational or charter documents, and the Agreement constitutes its legal, valid and binding obligation, enforceable in accordance with the terms of the Agreement.

(d) It is duly organized and in good standing under laws of the jurisdiction of its organization and is qualified to do business in each jurisdiction where the nature of its activities or the character of its properties makes such qualification necessary or desirable and the failure to so qualify would have a material adverse effect on its assets or operations; and has all authority, qualifications, licenses and registrations necessary to conduct its business in compliance with all Laws and Payment Network Regulations.

12.2. Company Representations. Company represents and warrants to Provider that:

(a) Company is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was formed with all authority, qualifications, licenses and registrations necessary to conduct its business and perform its obligations under the Agreement, and is qualified to do business in each jurisdiction where the nature of its activities or the character of its properties makes such qualification necessary or desirable and the failure to so qualify would have a material adverse effect on its assets or operations. Company is in compliance with all Laws and Payment Network Regulations. All written information provided by Company to Provider is true and complete and properly reflects the business, financial condition and ownership of Company in all material respects.

(b) Company has the power to execute and perform the Agreement. The person executing the Agreement is duly authorized to bind Company and each Affiliated Entity to all provisions of the Agreement as if each Affiliated Entity had executed the Agreement, and such person is authorized to execute any document and to take any action on behalf of Company that Provider requires to carry out the Agreement. Further, the signing and performing in accordance with the Agreement will not violate any Laws, or violate conflict with any other agreement to which Company is subject. Company has obtained, and there remain in effect, all necessary licenses, resolutions and filings which are necessary for Company to perform its obligations under the Agreement.

(c) Company’s execution and performance of the Agreement will not violate any provision of Company’s organizational or charter documents, and the Agreement constitutes the legal, valid and binding obligation of Company, enforceable in accordance with its terms

(d) Company’s and its subsidiaries’ (if any) audited, consolidated financial statements and its unaudited, consolidated financial statements, as heretofore furnished to Provider, have been prepared in accordance with generally accepted accounting principles or international financial reporting standards, as applicable, applied on a basis consistent with those of the preceding year, and fairly present the financial condition of Company as of such date and the result of its operations and the changes in financial position for the period then ended. There have been no material adverse changes in the condition or

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operations, financial or otherwise, of Company since the date of the financial statements furnished to Provider prior to the execution of the Agreement, except as previously disclosed to Provider in writing. Neither the financial statements described herein nor any other certificate, written statement, budget, exhibit or report, including information and reports relating to Card sales for Travel Costs, furnished by or on behalf of Company in connection with or pursuant to the Agreement contains any untrue statement of a material fact or omits to state any material fact necessary in order to make statements contained therein not misleading. Certificates or statements furnished by or on behalf of Company to Provider consisting of projections or forecasts of future results or events have been prepared in good faith and based on good faith estimates and assumptions of the management of Company and Company has no reason to believe that such projections or forecasts are not reasonable. All factual information hereafter furnished to Provider by Company or its agents will be true and accurate in all material respects on the date as of which such information is dated or certified and no such information will contain any material misstatement of fact or will omit to state a material fact or any fact necessary to make the statements contained therein not misleading.

(e) There is no action, suit or proceeding at law or equity, or before or by any Relevant Authority pending or to the knowledge of Company, threatened against Company or any of its property which, if determined adversely to Company could materially adversely affect the present or prospective financial condition of Company or affect its ability to perform hereunder, and Company is not in default with respect to any final judgment, writ, injunction, decree, rule or regulation of any Relevant Authority where the effect of such default could materially adversely affect the present or prospective financial condition of Company.

(f) No consideration other than as set out in the Agreement has been provided by Company in return for entering into the Agreement.

(g) Each of the Company, its subsidiaries, and their respective officers and employees and to the knowledge of the Company, its directors and agents and those of its subsidiaries, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of Company, any subsidiary or to the knowledge of any Company any of their respective directors, officers or employees is a Sanctioned Person. Company and its subsidiaries are in compliance in all material respects with the USA Patriot Act.

(h) Neither Company nor any of its subsidiaries (i) is a person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) to the knowledge of any officer of Company engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise, to the knowledge of any officer, associated with any such person in any manner violative of such Section 2, or (iii) is a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other United States Department of Treasury’s Office of Foreign Assets Control regulation or executive order.

(i) Company is obtaining and using the Services from Provider to facilitate lawful business Transactions between Company and its Customers.

13. Indemnification.

13.1. Providers will indemnify and defend Company, its Affiliates, and their respective employees, officers, directors, and agents against losses, damages, liabilities, fines, judgements and expenses (including all reasonable attorneys’ fees) (collectively, “Losses”) in connection with claims, actions, demands or proceedings (made or threatened) brought by a third-party (“Claims”) arising

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out of (a) Provider’s breach of the Agreement; (b) Provider’s or its third party contractors’ gross negligence or willful misconduct; (c) Provider’s or its third party contractors’ violation of Laws or Payment Network Regulations; (d) subject to Section 13.3, Provider’s alleged infringement or other violation of a patent, copyright or trademark of a third party by the Services in the form delivered or Company’s use thereof (an “Infringement Claim”); or (e) any personal injury or real or tangible personal property damage to the extent caused by Provider or its third party contractors.

13.2. Company will indemnify and defend Providers, their Affiliates, and their respective employees, officers, directors, and agents against Losses in connection with Claims arising out of (a) any sale of goods or services resulting in a Transaction processed under the Agreement; (b) Company’s breach of the Agreement; (c) all use of any user ID and password other than by Provider or Provider’s third-party contractors; (d) Company’s or its Service Providers’ negligence or willful misconduct; (e) Company’s or its Service Providers’ violation of Laws or Payment Network Regulations; or (f) any personal injury or real or tangible personal property damage to the extent caused by Company or its Service Providers.

13.3. Subject to Provider’s defense obligations as provided in this Section 13.3, indemnification for any Infringement Claim will be limited to the payment of the final award of damages assessed against Company resulting from such Infringement Claim in a final judgment by a court of competent jurisdiction, including awarded costs, or any amount in settlement or compromise authorized by Provider in writing. If any part of the Services or the use of the Services becomes, or in Provider’s opinion is likely to become, the subject of an Infringement Claim, and as a result of such Infringement Claim Company’s use of the Services may be enjoined or interfered with, then Provider will, at its option and expense, either, and in addition to defending Company and paying the final amount of damages as provided for in this section, (i) obtain a license for Company to continue using the alleged infringing components of the Services; (ii) modify the alleged infringing components of the Services to avoid the infringement in a manner that still permits the Services to perform in all material respects in accordance with the Agreement; or (iii) replace the alleged infringing components of the Services with compatible, functionally equivalent, and non-infringing components. Provider will use commercially reasonable efforts to accomplish the remedies identified in this section in a manner that minimizes the disruption to Company’s business operations. If Provider is not able to accomplish the above remedies within a commercially reasonable time frame and on commercially reasonable terms, Provider may terminate the Agreement upon written notice to Company. Upon such termination, Provider will promptly refund any fees paid for Services not performed as of the date of termination. SECTIONS 13.3 AND 13.4 SET FORTH THE EXCLUSIVE REMEDY OF COMPANY AND THE SOLE AND COMPLETE LIABILITY OF PROVIDER WITH RESPECT TO ANY INFRINGEMENT CLAIM.

13.4. Provider will have no liability for any Infringement Claim to the extent caused by (i) access to or use of the Services other than as specified under the Agreement and the related Documentation, (ii) combination or use of the Services with non-Provider products or services (whether or not provided to Company by Provider), (iii) any hardware, devices, software, services or other resources not provided by Provider, (iv) failure or refusal by Company to install, implement or use any Update or correction provided by Provider, (v) modification or alteration of the Services by anyone other than Provider without Provider’s prior written consent, or (vi) Company’s goods or services.

13.5. Any Party seeking indemnification from Company will promptly notify Company of any such claim and allow Company the right to assume the defense of any such claim; provided, that, legal advisors retained by Company shall be reasonably acceptable to Provider. Provider will not settle any such claim without Company’s written consent. In the event that Company does not assume the defense of any such claim, Company must assist in the collection of information, preparation, negotiation and the defense of any such claim. Nothing herein shall limit Provider’s right of Chargeback pursuant the Agreement.

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13.6. Any other provisions contained herein to the contrary notwithstanding, it is hereby agreed that the indemnity provisions set forth in this Section 13 shall survive termination of the Agreement and remain in effect with respect to any occurrence or claim arising out of or in connection with the Agreement.

14. Disclaimer of Warranties. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THE AGREEMENT, THE SERVICES AND PROVIDER MATERIALS ARE PROVIDED “AS IS,” AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES, PROVIDER MATERIALS, EQUIPMENT, SOFTWARE, DOCUMENTATION, AND COMPANY’S USE OF THIRD-PARTY SERVICES, EQUIPMENT, SOFTWARE, OR DATA IN CONNECTION WITH THE SERVICES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, SATISFACTORY QUALITY, TITLE, SECURITY, NONINFRINGEMENT, UNINTERRUPTED OR ERROR-FREE USE, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, USAGE OR TRADE.

15. Limitation of Liability.

15.1. Neither party or its agents, officers, directors, or employees will be liable to the other party for indirect, exemplary, punitive, special, or consequential damages in connection with the Agreement under any theory of law or equity (whether in contract, tort, negligence, strict liability, by statute, or otherwise); provided, that nothing in this Section 15.1 shall limit Company’s liability for any Early Termination Fee.

15.2. Company acknowledges that fees for the Services are very small in relation to the funds conditionally credited to Company for Transactions, and, consequently, Provider’s willingness to provide these Services is based on the liability limitations contained in the Agreement. Therefore, except for Provider’s breach of its confidentiality obligations in Section 7.1 and Provider’s indemnification obligations in Section 13 (excluding in each case a Data Breach, which is subject to Section 15.3), Provider’s aggregate liability for any Losses, regardless of the form of action, arising out of the Agreement or Provider’s performance or non-performance of Services under any theory of law or equity (whether in contract, tort, negligence, strict liability, by statute, or otherwise), will not exceed the lesser of (a) the sum of fees paid by Company to Provider during the three months immediately preceding the event giving rise to the Losses, exclusive of fees and variable costs incurred by Provider to process Transactions such as interchange costs, assessments, charges, and fees imposed by a third party, and (b) fifty thousand dollars ($50,000).

15.3. Notwithstanding the limitations set forth in Section 15.2 and the disclaimers in Section 15.1, Provider will be liable to Company for Company’s documented and incurred Provider Data Breach Losses, up to an aggregate amount not to exceed six months’ average fees paid to Provider by Company pursuant to the Agreement, exclusive of fees and variable costs incurred by Provider to process Transactions such as interchange costs, assessments, charges, and fees imposed by a third party. NOTWITHSTANDING ANYTHING IN THE AGREEMENT TO THE CONTRARY, SECTION 7.2(c) AND THIS SECTION 15.3 SET FORTH COMPANY’S EXCLUSIVE REMEDY AND THE SOLE AND COMPLETE LIABILITY OF PROVIDER WITH RESPECT TO DAMAGES, PENALTIES, COSTS, EXPENSES, OR LOSSES ARISING FROM A DATA BREACH.

16. Costs and Expenses. Company shall reimburse Provider for all costs and expenses, including reasonable attorneys’ fees and expenses of outside counsel to Provider and the allocated costs of in-house counsel to Provider, paid or incurred by Provider in connection with the enforcement or preservation of Provider’s rights hereunder. All costs and expenses to be paid by Company hereunder shall be payable on demand. Costs and expenses to be paid by Company to Provider: (a) are secured by the Deposit and all collateral pledged to Provider hereunder; and (b) Provider, at its option, may deduct the amounts owed to it from any amount otherwise due Company from Provider or apply, set off against or recoup from the Deposit such amount necessary to satisfy Company’s obligations hereunder. This Section shall survive termination of the Agreement.

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17. Fees; Reimbursement; Amounts Owed.

17.1. Fees for the Services provided pursuant to the Agreement shall be at the rates set forth in the Fee Schedule. The fees specified in the Fee Schedule are premised upon the assumption that all transactions are sent to Provider via an accredited pathway.

17.2. Any fees received or settled through the Settlement Account by Provider will be without any deduction for or on account of any tax or other withholdings imposed by any governmental, fiscal or other authority, unless otherwise required by law. If Company is obliged by law to make any such deduction, it will pay to Provider, or Provider will deduct from its daily settlement with Company or through the Settlement Account, such additional amounts as are necessary to ensure receipt by Provider of the full amount of fees Provider would have received in the absence of this obligation.

17.3. The fees specified in Sections A and B of the Fee Schedule may be adjusted from time to time to reflect and correspond to increases or decreases in applicable rates, fees and assessments established and levied by the Card Networks or by third party vendors that provide authorization services, or to reflect additional costs to Provider as a result of Company’s requests in connection with providing the Services. Changes to fees pursuant to the foregoing will be effective upon written notice to Company, unless a later effective date is provided.

17.4. The fees specified in the Fee Schedule may be revised to the degree Provider provides additional services to Company not provided as of the date of this Agreement and not contemplated in the Fee Schedule. In addition, Provider shall be entitled to increase the fees specified in Sections D, E and F of the Fee Schedule by providing written notice to Company. Changes to fees pursuant to the foregoing will be effective thirty (30) days following the issuance of such notice by Provider, unless a later effective date is provided.

17.5. Company will promptly reimburse Provider for any fees, charges, fines, assessments, penalties, Chargebacks and other amounts that Provider may be required to pay a Payment Network or may incur with regard to any Transaction(s) processed pursuant to the Agreement or arising out of any failure of Company to perform in compliance with applicable Payment Network Regulations, Laws, the requirements of PCI, the Agreement or any act or omission by any third party service provider to Company or any other party to a contract with Company; provided, that, Company shall have no obligation for any such amount incurred solely through the willful misconduct or grossly negligent acts or omissions of Provider or Provider’s failure to materially comply with the applicable Payment Network Regulations. Without limiting the generality of the foregoing, Company will reimburse Provider for Chargebacks, Credit Records and other amounts required to be paid by Provider by virtue of applicable Payment Network Regulations as such Payment Network Regulations may be applied by the applicable Payment Networks. Any losses suffered by Provider on account of delay by Provider in processing Chargebacks shall be reimbursed by Company with respect to Chargebacks processed by Provider subsequent to cessation or substantial curtailment of flight operations of Company.

17.6. Provider may debit amounts due from Company to Provider hereunder from the Settlement Account. If such debit does not fully reimburse Provider for the amount owed, Company will promptly pay Provider such amount upon demand.

17.7. Each Provider shall have the right to deduct, set off against, or recoup from the amount of any reimbursement to such Provider hereunder from any payment otherwise due to Company from any Provider under the Agreement, regardless of whether the amount of such reimbursement and the amount of such payment are denominated in the same currency. If Provider is unable to so collect such amount, Company shall pay Provider on demand, the full amount or any uncollected part thereof. Provider, at its option, may apply, set off against or recoup from the Deposit amount (if any) such amount necessary to satisfy Company’s obligations hereunder, regardless of whether the Company’s obligations are owed to the Provider that established or maintains the Deposit and regardless of whether the Deposit or any portion thereof are denominated in the same currency.

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Where any deduction, recoupment or set off requires the conversion of one currency into another, Provider shall be entitled to effect such conversion in accordance with its prevailing practice and Company shall bear all exchange risks, losses, commissions and other bank charges which may thereafter arise. In the case of any payment made to a third party for which Company reimbursed Provider, Company may choose to recover the amount involved or otherwise resolve the cause of the reimbursement in its sole discretion; provided, that, Provider shall have no obligation to recover such amount or take any other actions relating thereto. Without limiting the foregoing, Company acknowledges that Reserved Funds are funds provisionally credited to Provider pursuant to the Payment Network Regulations, subject to Chargeback as provided therein, and that pursuant to the Exposure Protection Schedule such funds will not be credited (provisionally or otherwise) to Company but will be held by Provider subject to subsequent credit as provided in the Exposure Protection Schedule and are subject to Chargeback in accordance with the Payment Network Regulations as such Payment Network Regulations may be applied by the applicable Payment Network.

17.8. Company will, upon demand by Provider and to the degree permitted by Laws, pay interest on any amount due from Company to Provider under the Agreement for the period such amount remains unpaid calculated at a per annum rate equal to five percent (5%) per annum.

17.9. Company will pay all taxes and other charges imposed by any governmental authority on the Services and Equipment provided under the Agreement, excluding any taxes based on Provider’s property or net income. If Company is a tax-exempt entity, Company will provide Provider with an appropriate certificate of tax exemption.

17.10. With respect to Transactions processed by Provider (other than for Discover and American Express Transactions), Provider will qualify Company for the best available Card Network interchange rate based on the data provided by Company, subject to submission of Sales Records in the format required by the Agreement.

18. Purchased Equipment. Provider will ship to Company the Purchased Equipment described in any Statement of Work, application, setup, or order forms, or any addenda or schedules mutually agreed upon in writing by Provider and Company for the purchase price stated thereon. Company has no right to cancel an order for Purchased Equipment. Unless otherwise agreed by the Parties, Company will be responsible for all shipping costs, insurance, import and export duties and similar taxes and amounts.

19. Processing Services.

19.1. Company desires to engage the Members that are signatories to the Agreement to process Transactions conducted in the Applicable Countries (collectively, the “Applicable Transactions”) on behalf of Company for Cards bearing the service marks of VISA, MasterCard or other card networks indicated from time to time, if any (collectively, the “Card Networks”), and each such Member has agreed to undertake such processing.

19.2. To the extent multiple Members are or become Parties to the Agreement: (i) each Member shall be deemed an agent of each other for purposes of perfecting any liens, if any, under the Agreement; and (ii) Company shall have no responsibility for any relationship between such Parties and may treat U.S. Member (or International Member to the degree U.S. Member is not a Party to the Agreement, or Canada VESA Member to the extent neither U.S. Member nor International Member is a Party to the Agreement) as the sole Member to the Agreement for all purposes. Company hereby requests that Member process Applicable Transactions on behalf of Company and provide the services described in the Agreement, and Member agrees to process, or cause to be processed, the Applicable Transactions and provide such services, or cause them to be provided, in compliance with the terms and conditions of the Agreement and with the Payment Network Regulations and Laws.

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20. Applicable Countries. The Applicable Countries for purposes of Processing Services shall be those listed in Schedule C. Provider may decline to process Transactions in an identified Applicable Country if Provider is not authorized or is not permitted under Laws or Payment Network Regulations to process such Transactions. If at any time Provider is processing Transactions in an identified Applicable Country and there are changes in Laws or Payment Network Regulations which result in Provider not being authorized or not being permitted to process such Transactions, Provider may upon written notice to Company cease to process such Transactions effective ninety (90) days following such notice or the date such changes in Laws or Payment Network Regulations become effective, whichever is sooner.

21. Settlement Account. Company shall establish and maintain one Settlement Account for each currency permitted pursuant to the Agreement. Each Settlement Account shall be maintained in an office of the financial institution designated by Company which is acceptable to Provider, and shall be subject to Provider’s customary practices and procedures applicable to accounts of that nature and shall be subject to the terms of the Agreement. Company shall provide to Provider all information necessary to facilitate remittance of funds to each Settlement Account.

22. Applicable File Specification. All sales must be submitted to Provider in a format consistent with the Applicable File Specification. “Applicable File Specification” means the any file specification from time to time specified by Provider (or any modification or replacement thereof at any time provided to Company by Provider).

23. Payment Network Regulations.

23.1. Provider and Company will comply with all Laws and Payment Network Regulations applicable to the Services. Company further acknowledges that Provider has entered into the Agreement in reliance upon the applicability of the Payment Network Regulations of applicable Card Networks to the transactions hereunder and Company’s performance thereunder. To the extent there is a conflict between applicable Payment Network Regulations and the terms of the Agreement, the Payment Network Regulations shall control. To the extent there is a conflict between Laws and applicable Payment Network Regulations, Laws shall control. For purposes of the foregoing, a conflict shall be deemed to exist only if (i) compliance with the terms of the Agreement is impossible without a breach of the applicable Payment Network Regulations or (ii) compliance with the applicable Payment Network Regulations is impossible without a breach of Laws.

23.2. Company and Provider shall each be responsible for any liability arising out of or related to its own failure to observe, perform or otherwise comply with the applicable provisions of the Payment Network Regulations.

24. Effect of Termination. No termination of the Agreement shall affect the rights or obligations of any Party which may have arisen or accrued prior to such termination, including without limitation claims of Provider for Chargebacks related to Transactions that occurred prior to any termination.

25. Disputes with Cardholders. Company will handle all claims or complaints by a Cardholder with regard to Travel Costs or Transactions. Any dispute between Company and a Cardholder arising out of the contract of air carriage shall be settled directly by Company without liability, cost, or loss to Provider.

26. Exposure Protection. Provider may retain and hold all funds paid to it by a Card Network on account of Sales Records submitted by Company to Provider as Reserved Funds in accordance with the Exposure Protection Schedule attached to the Agreement as Schedule D. Exposure protection will be tracked on Provider’s TRIPS system or any replacement thereof at the commencement of processing.

27. Notices. All notices permitted or required by the Agreement shall be in writing and served by reputable express delivery service (including any courier service) or electronic mail if an applicable e-mail address is provided. Any written notice served by reputable express delivery service (including any courier service) will be deemed received upon the earlier of (a) actual receipt or (b) if deposited for delivery with a nationally recognized overnight carrier, two business days after being deposited for such delivery. Any written notice served by e-mail will be deemed received on the business day of confirmation of transmission or, if such e-mail is sent after the recipient’s normal business hours or on a day that is not a business day, on the following business day.

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Notices to Company will be addressed to Company’s address indicated on the signature page hereto or to the most recent address for Company shown on Provider’s records. All notices permitted or required to be sent to Provider pursuant to the Agreement shall be addressed as set forth below or such other address as Provider may indicate in writing:

To any Member:

U.S. Bank National Association

Mail Station BC-MN-H05M

800 Nicollet Mall

Minneapolis, Minnesota 55402

United States of America

Attention: Credit Manager

E-mail: USBankAirlineCredit@usbank.com

With a copy to:

Elavon, Inc.

Two Concourse Parkway, Suite 800

Atlanta, Georgia 30328

United States of America

Attention: General Counsel

E-mail: #AirlinesLRT@elavon.com

28. Submission of Transactions by Company. Company represents and warrants to Provider that:

28.1. Company’s Transactions and credit refund procedures comply in all material respects with all Laws and that are pertinent to such Transactions or refunds and with the applicable Payment Network Regulations. All Transactions submitted for processing hereunder are bona fide, no Transaction involves the use of a Card for any purpose other than the purchase of goods or services in the ordinary course of business from Company nor does it involve: (i) a Cardholder obtaining cash from Company or any Agent; (ii) Company accepting a Card to collect or refinance an existing debt or previous Card charges; or (iii) any collusion between Company and Cardholder with the intent of fraud.

28.2. Company is in compliance in all material respects with its agreement with any Relevant Authorities or Billing Settlement Plan and is entitled to all the benefits and rights afforded to Company under such agreement, which benefits and rights are substantially the same as those afforded to other companies by Relevant Authorities or Billing Settlement Plan, if applicable.

28.3. Unless explicitly provided otherwise by the Agreement, any Transactions submitted under the Agreement shall not relate to the provision of services or goods to a country where there may be, or are, any restrictions, regulations, Sanctions or laws prohibiting or restricting the provision of any such services or goods applicable either to Provider or Company.

The foregoing representations and warranties and the representation and warranties contained in Section 12.2 of the Agreement shall be deemed to be made each time Company submits a Sales Record or Credit Record to Provider for processing.

29. Representations of Providers. Each Provider is a validly existing under the laws of its jurisdiction of organization, with all authority, qualifications, licenses and registrations necessary to conduct its business, in all jurisdictions where such Provider conducts business, in compliance with all Laws and Payment Network Regulations. Each Provider has the power to execute and perform the Agreement. The person executing the Agreement is duly authorized to bind the applicable Provider to all provisions of the Agreement and such person is authorized to execute any document and to take any action on such Provider’s behalf which may be required to carry out the Agreement. Further, the signing and performing in accordance with the Agreement will not violate any Laws or conflict with any other agreement to which any Provider is subject.

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30. VMAS^™/MATCH^™ Listing. Company acknowledges that Provider is required to report Company’s business name to the Visa VMAS^™ listing maintained by Visa or the MATCH^™ listing maintained by MasterCard and accessed by Visa pursuant to the requirements of the Payment Network Regulations. Company specifically consents to the fulfillment of the obligations related to the listing by Provider, the listing itself, and Company waives and holds harmless Provider from all claims and liabilities it may have as a result of such reporting.

31. Honoring Cards.

31.1. Company shall use reasonable efforts to cause all Agents to permit Cardholders to charge Travel Costs only in accordance with the terms and conditions of the Agreement and in compliance with applicable Payment Network Regulations. Company shall use reasonable efforts to cause compliance by Agents with all of the terms and conditions of the Agreement to be performed by Company or Agents. Notwithstanding any such reasonable efforts by Company, Company shall be responsible for: (i) any failure by any Agent in performing the applicable provisions of the Agreement; and (ii) the settlement of Sales Records and Credit Records completed by Agents.

31.2. Company or Agent shall obtain Authorization for the total amount of the Travel Costs before completing any Transaction. Such Authorization may be provided by any third party provider acceptable to Provider. Company or Agent will follow any instructions received during Authorization. Upon receipt of Authorization, Company or Agent may consummate only the Transaction authorized and must note the Authorization code on the Sales Record.

31.3. Neither Company nor any Agent shall engage in a Transaction with any customer in any of the following circumstances (with the exception of ticket by mail, internet or telephone and ticket by automated machine or purchased through other CNP Transactions): (a) a Card is not presented at the time of sale; (b) the signature on the Sales Record does not appear to correspond to the signature appearing in the signature panel on the reverse side of the Card, or the Cardholder does not resemble the person depicted in any picture which appears on the Card; (c) the signature panel on the Card is blank and is not signed; and (d) no Authorization is received. If Company or any Agent completes a Transaction under the conditions in this Section 31.3, Company shall be responsible for such Sales Record or Credit Record regardless of any Authorization.

31.4. (a)     Each Card sale shall be evidenced by a Sales Record.

(b) Company shall include all items of Travel Costs purchased in a single Transaction in the total amount on a single Sales Record or Transaction record except for individual tickets issued to each passenger, when required by Company policy.

(c) Each Sales Record shall include on its face the items needed to complete the Settlement File required by Provider. The Cardholder shall not be required to sign a Sales Record until the final Transaction amount is known and indicated in the “Total” column.

(d) Company shall not effect a Transaction for only part of the amount due on a single Sales Record except when the balance of the amount due is paid by the Cardholder at the time of sale in cash, by check, with another card or Card, or any combination thereof.

(e) If Company or Agent honors a Card, Company or Agent honoring the Card will deliver to the customer a true and completed copy of the Sales Record, in accordance with the Operating Guide.

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31.5. Company further acknowledges that certain Card products may not be accepted unless Company is participating in a 3D Secure^™ System. As part of such participation, Company will:

(a) Participate in the 3D Secure^™ and acquire the right to use the MPI by agreement with an approved seller of MPI software;

(b) have Provider host an MPI, or such other merchant plug-in software product designated by Provider from time to time, on Company’s behalf on the terms set forth by Provider and communicated to Company; or

(c) Procure for Company’s own use a merchant plug-in software product of equivalent functionality to the MPI with the prior written consent of Provider.

For purposes of the Agreement, 3D Secure means the Three-Domain Secure protocol developed by Visa and for the purposes of the Agreement includes Verified by Visa^™ and MasterCard^® Secure Code^™ developed by MasterCard and such other programs notified to Company by Provider from time to time (and in each case shall include successive versions thereof) and the expression “3D Secure^™ System” shall be construed accordingly. Company acknowledges that the Card Networks may require 3D Secure for the processing of certain Card products. Provider will use reasonable endeavors to advise Company from time to time of those Card products that are not accepted without use of 3D Secure.

32. Submission of Sales Records and Credit Records.

32.1. All settlements with respect to Transactions submitted in the currency of a given Applicable Country shall be denominated in the lawful currency or currencies specified in the Agreement.

32.2. (a) Neither Company nor Agent may present for processing or entry to any Card Network, directly or indirectly, any Sales Record or Credit Record that was not originated as a result of a Transaction between the Cardholder and Company or that does not otherwise comply with the Operating Guide.

(b) Company or Agent shall submit to Provider for processing each Sales Record in accordance with the timeframes required by the applicable Payment Network Regulations. The method of billing for all Sales Records and Credit Records processed through any Billing Settlement Plan must be by electronic transmission and shall include itinerary records consisting of departure dates.

(c) Sales Records submitted to Provider will be credited to Net Activity only after expiration of the Settlement Period, if any, for such Sales Records.

(d) Subject to any rights of Provider to retain and hold funds pursuant to the Agreement (including, without limitation, pursuant to the Exposure Protection Schedule), Provider will deposit, or cause to be deposited, on each Business Day, via electronic funds transfer or any other form of funds transfer acceptable to Provider in its sole discretion, into the applicable Settlement Account for each applicable currency, an amount equal to the amount of Net Activity relating to such currency for each Business Day.

(e) At any time that the aggregate amount of Net Activity results in an amount due Provider, the aggregate amount due may be deducted, recouped or set off from amounts subsequently payable to Company under the Agreement on account of Sales Records irrespective of the currency in which payment to Company is to be made; provided, that, Provider may, at its option (i) require an immediate wire transfer from Company in the amount due, or (ii) apply, set off against or recoup from any Deposit maintained pursuant to the Agreement the amount due from Company under the Agreement. Company acknowledges that the Agreement is a “net payment agreement” and that the right of Provider to net out obligations due from Company under the Agreement from amounts payable to Company hereunder (including from or as represented by the Deposit amount) is a right of recoupment. Company further acknowledges that Provider has entered into the Agreement in reliance upon such right.

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(f) Amounts deposited in a Settlement Account or otherwise credited to Company (including, without limitation, amounts credited against Company’s obligations to Provider for fees, costs and expenses hereunder) in respect of any Sales Record pursuant to the Agreement and Company’s right to payment of Reserved Funds shall be provisional until the payment made to Provider by the Card Network in respect of such Sales Record shall become final (i.e., all rights of Chargeback or other rights of the Cardholder or Issuer to obtain reimbursement of such payment from Provider shall have expired).

(g) In the event that more than one Provider is a Party to the Agreement, amounts owed by Company to any Provider may be recovered by such Provider from amounts due to Company by any other Provider, including amounts attributable to any Deposit. Company authorizes each Provider to remit any amounts payable to Company by such Provider to any other Provider to pay Company’s obligations to such Provider thereunder.

32.3. At Company’s request, Provider will provide Company with Transaction reports each Business Day that correspond to Net Activity and that will summarize sales, returns (refunds), Chargebacks, processing fees, and adjustments.

32.4. Company shall cause Agents to submit Sales Records and Credit Records to Provider in the form of the Settlement File by electronic transmission as provided in the Operating Guide and Section 33 through Company’s accounting office or the appropriate processing center of the area or Billing Settlement Plan of which Company is a Provider. Company or the appropriate processing center, as the case may be, shall submit the Sales Records and Credit Records to Provider in accordance with the terms of the Agreement. Company shall notify Provider of any proposed change to the form of Settlement File not less than thirty (30) days in advance of the proposed effective date of such change.

32.5. If Company utilizes Electronic Data Capture (“EDC”) services pursuant to this Section 32.5 to transmit Sales Records and Credit Records for Transactions through a Terminal, Company agrees to utilize such EDC services in accordance with applicable Payment Network Regulations. Company may designate a third person as its agent to deliver to Provider or directly to Card Networks Transactions captured at the point of sale by such agent. If Company elects to designate such an agent, Company must provide Provider prior written notice of such election. Company understands and agrees that Provider is responsible to make payment to Company for only those Transaction amounts delivered by such agent to the Card Networks, less amounts withheld by Provider pursuant to the Agreement, and Company is responsible for any failure by such agent to comply with any Payment Network Regulations, including any such failure that results in a Chargeback.

33. Transmission.

33.1. When Sales Records and Credit Records are submitted to Provider, other than Sales Records and Credit Records originating from Terminals, and processed by Provider’s Terminal processor, such Sales Records and Credit Records shall be submitted to Provider by means of a summary of all Travel Costs by electronic transmission compatible with the computer system of Provider and shall comply with Section 32.2 of the Agreement. Each such electronic transmission shall be made in the form of the Settlement File or any other format acceptable to Provider in its sole discretion. Company agrees that: (i) Company will not (and will ensure any third party services providers it uses with respect to data capture, electronic submission or authorization will not) change the method or format of electronic submissions (including without limitation the code or data value types associated with electronic submission) without first providing written notice to Provider of the same and obtaining Provider’s prior consent and (ii) if Company requests a change in the method or format with respect to such electronic submissions, Provider may require regression testing or other testing of such electronic submissions (in the requested format) prior to consenting to such change in format, and Company will be responsible for Provider’s costs and expenses (including fees for Provider’s employees at their standard rates) in connection therewith; provided that such testing shall not constitute consent to such format change and shall not in any way limit Provider’s right to withhold consent with respect to such format change.

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33.2. If an electronic transmission of Trave1 Costs does not meet the requirements of the approved format, Provider shall use reasonable efforts to advise Company within eight hours of receipt of same, provided that with respect to electronic transmissions that do not meet the requirements of the approved format due to Company’s failure to comply with its obligations in Section 33.1 regarding changes to the method or format of electronic transmission, Provider shall only be required to use reasonable efforts to advise Company of same promptly after Provider becomes aware that electronic transmissions that do not meet the requirements of the approved format.

33.3. Any acceptance by Provider of an electronic transmission of Travel Costs that does not comply with the appropriate format or, if in the appropriate format, does not contain the information in respect to each Travel Cost summarized therein required by the terms of the Agreement, shall not constitute a waiver of, or preclude Provider from exercising, the right of Chargeback.

34. Returned Unused Travel Costs; Credit Adjustment.

34.1. Company will maintain a fair and uniform policy for the return or exchange of tickets or other Travel Costs for credit adjustments. On the date Company accepts the return of unused tickets or other Travel Costs or otherwise allows an adjustment to the Travel Costs which were the subject of a previous Card sale, Company will date and otherwise properly complete a Credit Record and submit it to Provider for processing hereunder in accordance with the timeframes required by the Payment Network Regulations and Laws.

34.2. Company will make no cash refunds in connection with such credit adjustments, except to the extent it is required to effect a cash refund pursuant to the requirements of Laws.

34.3. The submission of a Credit Record will not impair the right of Chargeback of Provider against Company in an amount not to exceed the excess of (a) the amount of the Sales Record over, (b) the amount of the Credit Record submitted by Company.

34.4. Company shall not accept monies from a Cardholder for the purpose of preparing and depositing a credit voucher that will affect a deposit to the Cardholder’s account. Company shall not process a Credit Record without having completed a previous purchase Transaction with the same Cardholder.

34.5. Provider may elect at any time to refuse to process any Credit Record relating to Transactions not originally processed by Provider and under no circumstances will Provider’s election to process such returns, refunds, or adjustments in any way obligate it to continue to process such items in the future.

35. Chargebacks.

35.1. Provider is not obligated to accept any Sales Record that does not comply in every respect with the terms and conditions of the Agreement, or that does not comply in all respects with the applicable Payment Network Regulations.

35.2. Company agrees to pay Provider the amount of each Chargeback and, in the case of amounts that have not been paid to Company, acknowledges Company has no right to receive amounts attributable to Chargebacks. Provider may deduct and retain any amount due to Provider from Company on account of Chargebacks from amounts otherwise payable to Company under the Agreement. The provisions of Section 32.2 with respect to payment of Company’s obligations to Provider will apply in the event the amount of Net Activity results in an amount due Provider.

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35.3. So long as a Chargeback claim is in the process of dispute resolution pursuant to the Payment Network Regulations, Company shall not make any other claim or take any proceedings against the Cardholder in relation to the related Transaction or the underlying contract of sale or service.

35.4. In connection with the processing of Chargeback claims, Provider shall be entitled to rely and act on any agreements, requests, instructions, permissions, approvals, demands or other communications given on behalf of Company (whether orally, via email or in writing) and Provider shall not be liable to Company for any loss or damage incurred or suffered by it as a result of such action.

35.5. Subject to compliance with any applicable data processing laws and Section 7.2(d), Provider may provide Cardholder’s name and address for each Chargeback when it is included in the Cardholder’s documentation received by Provider.

35.6. Company acknowledges and agrees that the “Chargeback Handling Fee” described in the Fee Schedule constitutes reasonable compensation to Provider for the services provided by Provider in connection with the handling of Chargebacks, taking into account, among other things, the costs and expenses, whether direct or indirect, and whether out-of-pocket or attributable to an increased administrative burden, incurred or suffered by Provider as a result of such Chargeback activity.

36. Submission Currency, Settlement Currency. All Transactions under the Agreement shall be submitted to Provider in a Submission Currency acceptable to the applicable Card Network and all settlements with respect to such Transactions shall initially be in the same Submission Currency, unless otherwise provided. Company may request that Provider permit that Applicable Transactions be settled with a different Settlement Currency and such Transactions will only be settled in a different Settlement Currency if Provider is able to accommodate such request and affirmatively agrees to such settlement process.

37. Currency Conversion. If the Provider permits settlement with a Settlement Currency that is different than the Submission Currency, Company acknowledges and agrees that a currency conversion would be required for such Transactions and that for each such currency conversion, in addition to all other processing fees payable for such Transaction: (1) for any Transaction for which Multi-Currency Conversion services are provided, if any, Provider will employ the methodology described in the schedule regarding Multi-Currency Conversion; (2) for any other Transaction, Provider will employ its then applicable exchange rate methodology in making any such currency conversion and the costs associated with such conversion would be passed on to Company.

38. International Processing. This Section shall apply solely with respect to Transactions originating in jurisdictions other than the United States or Canada.

38.1. Company and International Member may, on thirty (30) days’ notice to International Provider (or such shorter notice to which International Provider may agree in its sole discretion), add countries to the list of Applicable Countries for International Member in Schedule C after the Effective Date by substituting a new Schedule C that is in writing and signed by Company and International Member.

38.2. International Member shall, where required by Laws in the processing of Transactions, issue a Value Added Tax (“VAT”) invoice and summary of Transactions. If VAT is chargeable in respect of all or any amounts paid to International Member under the Agreement, Company shall pay to International Member such VAT at the rate properly chargeable, in respect of the relevant supply of goods or services supplied by International Member.

38.3. Company and International Member further agree that they have mutually relied upon the representations of the other that the Agreement is entered for commercial or business purposes and not for personal, family or household purposes, that neither Company nor International Member is a consumer, and that each Party is engaged in their common trade. Company and International Member explicitly agree that where relevant, the provisions of the Payment Services Regulations 2017 (the “PSR”) passed by the Parliament of the United Kingdom shall be disapplied to the fullest extent allowed under law, including but not limited to the entirety of Part 6 of the PSR, together with all provisions of Part 7 of the PSR, which Company and International Member are entitled to contractually disapply.

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38.4. For purposes of this Section 38.4, the terms “processing,” “controller” and “processor” shall have the meaning ascribed to them by the Data Protection Rules. Company is the controller, and International Member is the processor, in relation to processing of Transaction-related personal data in connection with the provision of Processing Services. The data processing activities carried out by International Member are as follows:

Subject matter and duration of processing:	Personal data is processed for the purpose of providing Processing Services under this Agreement during the term of this Agreement.
Nature and purpose of the processing:	Obtaining, recording, storing and transmitting personal data for the purpose of enabling Transactions.
Types of personal data:	Cardholder data that is necessary to process transactions in the course of providing the Processing Services.
Categories of data subject:	Customers who purchase goods or services.

(a) Company shall, in relation to the provision of Processing Services, comply with all applicable Data Protection Rules as they apply to Company in its role as data controller. When International Member processes such personal data for any purpose other than in connection with the provision of Processing Services (including, without limitation, carrying out fraud prevention checks, anti-money laundering checks and use of aggregated data for analysis purposes), International Member shall be a controller in respect of such processing.

(b) Company warrants and undertakes that any instructions given by Company to International Member in respect of the personal data where International Member is acting as a data processor shall at all times be in accordance with the Data Protection Rules and that compliance with such instructions and the processing of the personal data as permitted by this Agreement shall not result in a breach of the Data Protection Rules by Company or International Member.

(c) Where International Member is acting as a processor on Company’s behalf, International Member shall: (i) subject to Company’s compliance with Section 38.4(b) above, only act on instructions from Company regarding the processing of personal data, including as permitted under this Agreement and for the purposes of providing the Processing Services and to comply with legal requirements in connection with the provision of Processing Services; (ii) comply with International Member’s security policies and any other security procedures agreed between the parties from time to time which are intended to ensure that appropriate technical and organisational measures shall be taken against unauthorised or unlawful processing of the personal data and against accidental loss or destruction of, or damage to, the personal data having regard to the state of the technological development and the cost of implementing the measures, so as to ensure a level of security appropriate to the harm that may result from breach of such measures and the nature of the personal data to be protected; (iii) maintain all applicable PCI-DSS requirements to the extent International Member possesses or otherwise stores, processes or transmits cardholder data on Company’s behalf; (iv) be responsible for the reliability of any of International Member’s employees or sub-contractors who have access to the personal data provided by Company and shall ensure that such employees and subcontractors are subject to obligations of confidentiality in relation to the personal data processed in connection with the provision of the Processing Services; (v) promptly notify Company of any requests made by any data subjects under the Data Protection Rules or enforcement agencies in relation to the processing of personal data so that

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Company may deal with any such request; (vi) taking into account the nature of the processing undertaken by International Member, assist Company, in so far as is reasonably and legally possible, in responding to requests from data subjects exercising their rights under the Data Protection Rules; and (vii) taking into account the nature of the processing undertaken by International Member and the information available to International Member, assist Company, in so far as is reasonably and legally possible, with notification of data breaches to regulators and individuals, with the conduct of data protection impact assessments and with prior consultation with data protection regulators, in each case to the extent that such assistance is legally required under the Data Protection Rules.

(d) Upon request and subject to confidentiality obligations, International Member shall make available to Company information regarding International Member’s compliance with this Section 38.4 not more than once in any 12 month period. Company may request an audit to check International Member’s compliance with this Section 38.4. Company shall be responsible for paying the costs of the audit at International Member’s standard rates. The scope and timing of the audit shall be agreed in advance and any information accessed as a result of the audit shall be subject to the confidentiality obligations set out in this Agreement.

(e) Upon termination of this agreement to the extent that International Member holds any personal data on Company’s behalf as a processor Company agrees that International Member shall delete such personal data unless International Member is required to retain the personal data to comply with applicable laws or Payment Network Regulations or is otherwise authorised by law to retain the personal data.

(f) Company agrees that International Member may appoint International Member’s Affiliates as sub-processors and that both International Member and International Member’s Affiliates may appoint third party sub-processors in connection with the provision of the Processing Services, provided in each case that equivalent obligations to those contained in Section 38.4 are included in a written contract with all sub-processors.

(g) Company acknowledges and agrees that International Member may transfer personal data to countries outside of the United Kingdom, the European Union and/or the European Economic Area including the United States of America in connection with the provision of the Processing Services provided that such transfers comply with the General Data Protection Regulation and provisions of this Agreement, including Section 7.2(d)(v).

(h) Sections 38.4(c) through (g) above only apply where International Member is acting as processor on Company’s behalf and do not apply where International Member is acting as controller of personal data.

38.5. In handling (i.e. storing, processing or transmitting) sensitive payment data, Company will implement security measures in Company’s IT infrastructure as follows:

(a) In designing, developing and maintaining internet payment services, Company will pay special attention to the adequate segregation of duties in information technology (IT) environments (e.g. the development, test and production environments) and the proper implementation of the “least privilege” principle as the basis for sound identity and access management.

(b) Company will have appropriate security solutions in place to protect networks, websites, servers and communication links against abuse or attacks. Company will strip servers of all superfluous functions in order to protect (harden) them and eliminate or reduce vulnerabilities of applications at risk. Access by the various applications to the data and resources required shall be kept to a strict minimum following the “least privilege” principle. In order to restrict the use of “fake” websites, transactional websites offering internet payment services shall be identified by extended validation certificates drawn up in Company’s name or by other similar authentication methods.

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(c) Company will have appropriate processes in place to monitor, track and restrict access to: (i) sensitive payment data, and (ii) logical and physical critical resources, such as networks, systems, databases, security modules, etc. Company will create, store and analyse appropriate logs and audit trails.

(d) Company will have appropriate processes in place to monitor, track and restrict access to: (i) sensitive payment data, and (ii) logical and physical critical resources, such as networks, systems, databases, security modules, etc. Company will create, store and analyse appropriate logs and audit trails.

(e) In designing, developing and maintaining internet payment services Company will ensure that data minimisation is an essential component of the core functionality: the gathering, routing, processing, storing and/or archiving, and visualisation of sensitive payment data is kept at the absolute minimum level.

(f) Security measures for internet payment services will be tested under the supervision of Company’s risk management function to ensure their robustness and effectiveness. All changes are subject to a formal change management process ensuring that changes are properly planned, tested, documented and authorised. On the basis of the changes made and the security threats observed, tests are repeated regularly and include scenarios of relevant and known potential attacks.

(g) Company’s security measures for internet payment services will be periodically audited to ensure their robustness and effectiveness. The implementation and functioning of internet payment services will also be audited. The frequency and focus of such audits should take into consideration, and be in proportion to, the security risks involved. Trusted and independent (internal or external) experts carry out the audits. They are not involved in any way in the development, implementation or operational management of the internet payment services provided.

(h) Whenever Company outsources functions related to the security of internet payment services, the principles and recommendations of the Final Guidelines on the Security of Internet Payments published by the European Banking Authority shall be complied with.

38.6. International Member shall immediately inform Company if, in its opinion, an instruction given or request made pursuant to this clause infringes Data Protection Rules.

38.7. In the event of a conflict between any provision(s) of Sections 38.4 through 38.6 of this Agreement and any other provision of this Agreement, the provision(s) of Sections 38.4 through 38.6 of this Agreement shall control.

38.8. International Member is committed to providing an excellent customer experience; however, if Company feels that International Member has not met your expectations, International Member would like to know. If Company is not satisfied with any aspect of our service, please contact International Member by telephone at International Member’s Service Centre 0345 850 0195. International Member’s lines are open 24 hours a day, 7 days a week. Alternatively, write to International Member at: International Member Processing Services, Building 8, Cherrywood Business Park, Loughlinstown, Co. Dublin or send an email to complaints@International Member.com. If International Member cannot resolve the matter to Company’s satisfaction informally International Member will send Company a written acknowledgement within 5 business days of having received Company’s complaint. Company will be provided with one point of contact to handle any questions Company may have, and International Member will ensure that Company receives a full written response. International Member’s aim is to resolve Company’s concerns and respond to Company as soon as possible and no later than 15 business

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days of first receiving Company’s complaint. If, for reasons beyond International Member’s control, International Member is unable to issue a final response to Company within 15 business days, International Member will write to Company to keep Company updated, clearly outlining the reason for International Member’s delay and International Member will set out the timeline by which Company will receive a full response. This deadline will be no longer than 35 business days from the receipt of Company’s initial complaint.

38.9. During the term of the Agreement, Company will not enter into an agreement with any other entity for services similar to those Services Company has elected to receive from International Member under the Agreement without International Member’s written consent.

39. U.S. Processing. This Section shall apply solely with respect to Transactions originating in the United States.

39.1. During the term of the Agreement, Company will not enter into an agreement with any other entity for services similar to those Services Company has elected to receive from U.S. Member under the Agreement without U.S. Member’s written consent.

40. Canada Processing. This Section shall apply solely with respect to Transactions originating in Canada.

40.1. Company agrees to accept Canadian-issued Visa debit payment cards (“Visa Debit Cards”) and expressly authorizes VISA Member to process Transactions made with Visa Debit Cards. VISA Member agrees to include all Visa Debit Card activity on the monthly statements provided with respect to Transactions outside of Visa Debit Cards.

40.2. During the term of the Agreement, Company will not enter into an agreement with any other entity for services similar to those Services Company has elected to receive from Canada VISA Member or Canada MasterCard member under the Agreement without the written consent of such Member.

41. Governing Law; Jurisdiction and Venue.

41.1. With respect to Transactions processed by International Member:

(a) The Agreement and any matter arising from or in connection with it shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law principles.

(b) Company and International Member agree that any legal suit, action or proceeding arising out of or in connection with Transactions processed by International Member may be brought in any court of England and Wales, and hereby submit to the non-exclusive jurisdiction of each such court. In addition, Company hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any court of England and Wales, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum of and waives any objection to venue with respect to the actions brought in those courts.

41.2. With respect to Transactions processed by U.S. Member:

(a) The Agreement and any matter arising from or in connection with it shall be governed by and construed in accordance with the internal laws of the State of Minnesota, without regard to its conflict of law principles.

(b) Company and U.S. Member agree that any legal suit, action or proceeding arising out of or in connection with Transactions processed by U.S. Member may be brought in any District Court of the State of Minnesota, or the United States District Court for the District of Minnesota, and hereby submit to the non-exclusive jurisdiction of each such court. In addition, Company hereby irrevocably waives, to the fullest extent permitted by

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law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any District Court of the State of Minnesota, or the United States District Court for the District of Minnesota, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum of and waives any objection to venue with respect to the actions brought in those courts.

41.3. With respect to Transactions processed by Canada VISA Member or Canada MasterCard Member:

(a) The Agreement and any matter arising from or in connection with it shall be governed by and construed in accordance with the laws of the Province of Ontario, without regard to its conflict of law principles.

(b) Company, Canada VISA Member and Canada MasterCard Member agree that any legal suit, action or proceeding arising out of or in connection with Transactions processed by Canada VISA Member or Canada MasterCard Member may be brought in any court of the Province of Ontario, and hereby submit to the non-exclusive jurisdiction of each such court. In addition, Company hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any court of the Province of Ontario, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum of and waives any objection to venue with respect to the actions brought in those courts.

41.4. With respect to the Professional Services provided by Elavon:

(a) The Agreement and any matter arising from or in connection with it shall be governed by and construed in accordance with the internal laws of the State of Minnesota, without regard to its conflict of law principles.

(b) Company and Elavon agree that any legal suit, action or proceeding arising out of or in connection with Professional Services may be brought in any District Court of the State of Minnesota, or the United States District Court for the District of Minnesota, and hereby submit to the non-exclusive jurisdiction of each such court. In addition, Company hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any District Court of the State of Minnesota, or the United States District Court for the District of Minnesota, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum of and waives any objection to venue with respect to the actions brought in those courts.

41.5. The submission to jurisdictions by any Provider shall not (and shall not be construed as to) limit the right of such Provider to take proceedings against Company in whatsoever jurisdictions shall to it seem fit nor shall the initiating of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction.

42. Insolvency Event. Notwithstanding anything contained herein to the contrary, upon and after the occurrence of an Insolvency Event involving Company, Provider may, at its option, require as a condition to the processing of any Transactions submitted to it relating to sales made by Company prior to or after the institution of such proceedings, the entry of an order by the court having the jurisdiction of any such proceeding, authorizing Company to issue, and Provider to process, Transactions for sales made by Company prior to or after the institution of such proceeding, in form and substance satisfactory to Provider. Company acknowledges that the Agreement constitutes a contract to make a loan, or extend other debt financing or financial accommodations to, or for the benefit of Company, and, as such, cannot be assumed or assigned in the event of an Insolvency Event involving Company. Company will be responsible to Provider for any damages suffered by, and expenses incurred by, Provider due to an Insolvency Event involving Company.

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43. General Provisions.

43.1. Entire Agreement. The Agreement (including the Operating Guide, all appendices, schedules, attachments, exhibits, addenda and other documents incorporated by reference) and any amendment or supplement to it, constitutes the entire agreement between the Parties, and all prior or other agreements, written or oral, are superseded by the Agreement. If a conflict exists between the documents comprising the Agreement, the following order of priority will apply:

(a) Any schedules mutually agreed upon by the Parties, with respect to the subject matter thereof;

(b) Any signed Statement of Work;

(c) These General Terms and Conditions and attached Appendices;

(d) The Operating Guide; and

(e) Any Documentation provided to Company in writing by Provider.

43.2. Construction. The headings used in the Agreement are inserted for convenience only and will not affect the interpretation of any provision. Each provision is to be construed as if the parties drafted it jointly. The word “day” will mean “calendar day”, unless specifically stated otherwise.

43.3. Assignability. The Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Parties hereto. Consent of Company shall not be required as to an assignment by Provider to any subsidiary, Affiliate or parent of Provider, any successor to Provider by reason of merger or consolidation, or any Person qualified under Payment Network Regulations to perform the obligations of Provider under the Agreement. No Party hereto shall make any other assignments of the Agreement without the prior written consent of the other Parties hereto, which consent shall not be unreasonably withheld. Provider in its sole discretion, without prior notice to Company, may designate and authorize any Affiliate(s) of Provider to take any action required or allowed by Provider or to undertake any duties or fulfill any of its obligations hereunder, and in such case such Affiliate(s) shall be entitled to the rights and benefits of Provider hereunder. Notwithstanding any such designation and authorization, Provider shall remain liable for any breach or failure to perform hereunder by any such Affiliate(s) of Provider hereunder.

43.4. Telephone Recording. For quality assurance, training and fraud detection purposes, Company authorizes Provider to monitor and record customer service telephone conversations at any time, subject to Laws and applicable disclosures if required.

43.5. Amendments. Except as otherwise stated in the Agreement, the Agreement shall not be amended, supplemented, modified or changed in any manner, except as provided in writing and signed by the applicable Parties hereto. Notwithstanding the foregoing:

(a) Provider may amend or modify the Agreement, to the extent such changes are required by changes in the Payment Network Regulations or Laws, upon written notice to Company. Provider will inform Company of such a change in the Payment Network Regulations or Laws in a periodic statement or other written notice, and such change will become effective as of the date provided in the statement or notice, but in no event earlier than 30 days after the issuance of the statement or notice.

(b) Provider may otherwise amend or modify the Agreement by providing written notice to Company describing such changes not less than thirty (30) days’ prior to the effective date of such changes. In addition to Company’s other termination rights in the Agreement, the Agreement may be terminated by Company without penalty if Provider

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notifies Company of changes to the Agreement, other than changes required by the Card Networks, pursuant to the foregoing and within thirty (30) days following the issuance of such notice by Provider, Company notifies Provider of its intent to terminate the Agreement (with such notice including a list of changes to which Company objects), in which case, at Provider’s option, the Agreement will: (1) terminate ninety (90) days following issuance of such notice by Company and such changes will not be implemented or (2) continue in effect without the implementation of the changes to which Company has objected in such notice. Company will be deemed to have agreed to any such changes if Company does not provide written notice pursuant to the foregoing within thirty (30) days following the issuance of notice by Provider.

43.6. Severability and Waiver. If any provision of the Agreement is found to be invalid, illegal or otherwise unenforceable by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions of the Agreement will not in any way be affected or impaired thereby. None of the failure to exercise, the delay by any Party to exercise, or the partial exercise of any right under the Agreement will operate as a waiver or estoppel of such right, nor will such amend the Agreement. All waivers requested by a Party must be signed by the waiving Party.

43.7. Remedies Cumulative. All remedies, rights, powers, and privileges, either under the Agreement or by law or otherwise afforded to a Party, shall be cumulative and not exclusive of any other such remedies, rights, powers and privileges. Each Party may exercise all such remedies in any order of priority.

43.8. Certain Relationships. Provider and Company will be deemed independent contractors and neither Party will be considered an agent, joint venturer or partner of the other, unless and to the extent otherwise specifically stated in the Agreement. The Agreement has been entered into solely for the benefit of the Parties to the Agreement and is not intended to create an interest in any third party except where explicitly stated otherwise. Company agrees and acknowledges that Provider has no fiduciary relationship with or any fiduciary duty to Company arising out of or in connection with the Agreement, and Provider is not and will not be acting as an advisor, agent or fiduciary for Company. Company hereby waives and releases any claims that it may have against Provider with respect to any breach or alleged breach of agency or fiduciary duty in connection with the Agreement.

43.9. Survival. All of the obligations of each Party that by their nature should survive termination or expiration of the Agreement in order to achieve its purposes, will survive and remain binding upon and for the benefit of the Parties.

43.10. Counterparts; Electronic Delivery. The Agreement may be signed in one or more counterparts, each of which will constitute an original and all of which, taken together, will constitute one and the same agreement. Signed counterparts may be delivered by fax or electronic means (e.g., .pdf documents via e-mail), and will constitute signed originals.

43.11. Force Majeure. Any delay in the performance by any Party hereto of its obligations (except for payment of monies when due) shall be excused during the period and to the extent that such performance is rendered impossible or impracticable due to Force Majeure. A “Force Majeure” means an act of God, natural disaster or weather condition, earthquake, war, act of terrorism, civil disturbance, action by governmental entity, strike, boycotts, unavailability of parts, equipment or materials through normal supply sources, the failure of any utility to supply its services for reasons beyond the control of the Party whose performance is to be excused and other cause beyond such Party’s reasonable control. If a Force Majeure interrupts Provider’s provision of any Services, Company will continue to pay Provider the fees for the Services owed under the Agreement and Provider will make all reasonable efforts to restore such Services. If the Force Majeure continues for a more than 14 days, then Company may, upon notice to Provider, as its sole and exclusive remedy, abate payment to Provider to the extent Services are not performed and terminate the Agreement. If any Party is affected by a force majeure event, it shall immediately notify in writing the other Parties of the nature and extent of the circumstances and the Parties shall discuss and agree on the action to be taken.

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43.12. Business Continuity. Provider will maintain and adhere to business continuity plans that are commercially reasonable within the industry for the Services.

43.13. Judgment Currency. Company agrees that any judgment concerning the Agreement granted in favor of Provider shall be paid in the currency such judgment is rendered in (the “Judgment Currency”). If Company fails to pay a judgment as described in the preceding sentence, Company agrees to indemnify Provider against any loss incurred by Provider as a result of the rate of exchange at which any amount recovered against Company (by way of recoupment, setoff or otherwise) is converted to the Judgment Currency. The foregoing indemnity shall constitute a separate and independent obligation of Company and shall apply irrespective of any indulgence granted to Company from time to time and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency.

43.14. Assistance. No Party to the Agreement shall unreasonably withhold any documentation required by another Party to the Agreement in connection with the defense of any claim asserted in connection with the Agreement.

43.15. Authorized Persons. Company may from time to time provide to Provider in writing a list of directors, officers, agents or employees of Company (“Operational Personnel”) authorized to undertake certain functions or take certain actions on behalf of Company with respect to the Services, as further described in such list. Company may provide updates to such list to Provider in writing from time to time. For the avoidance of doubt, the provision of any such list or updates to the same will not, by itself: (a) impose any obligations upon Provider to accept any instructions from Operational Personnel or (b) impose any liability on Provider for any failure to accept any instructions provided by Operational Personnel.

43.16. Waiver of Trial by Jury. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TO THE EXTENT PERMITTED BY LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

43.17. Waiver of Sovereign Immunity. To the extent that Company may be entitled, in any jurisdiction in which judicial proceedings may at any time be commenced with respect to the Agreement, to claim for itself or its revenues, assets or properties sovereign immunity from suit, from the jurisdiction of any court (including but not limited to any court of the United States of America), from attachment prior to judgment, attachment in aid of execution of a judgment or from execution of judgment to the extent that in any such jurisdiction there may be attributed such sovereign immunity (whether or not claimed), Company hereby irrevocably agrees not to claim and hereby irrevocably waives such sovereign immunity in respect of suit, jurisdiction of any court, attachment prior to judgment, attachment in aid of execution of judgment and execution of a judgment.

44. Canada Provisions. The following provisions apply with respect to all performances and Transactions under the Agreement occurring in Canada.

44.1. Company agrees that the Agreement is a contract for the advance of credit to Company within the meaning of Section 11.01(b) of the Companies’ Creditors Arrangement Act (Canada) and within the meaning of Section 65.1(4)(b) of the Bankruptcy and Insolvency Act (Canada) and cannot be assigned by Company in the event of an Insolvency Event relating to Company. Company hereby acknowledges that but for the agreement in the immediately preceding sentence, Provider would not have entered into the Agreement. Company will be responsible to Provider for any damages suffered by, and expenses incurred by, Provider due to a Company Insolvency Event.

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44.2. Notwithstanding anything in the Agreement to the contrary: Provider will not amend the fees for the Services for the initial term of the Agreement except (i) as stated in Schedule A, or (ii) to pass through to Company increases in interchange, assessments, charges, or increased or new fees imposed by a third party; provided that, with respect to Credit Card and Debit Card Transactions, any such fee increases or new fees, other than in accordance with pre-determined fee schedules, if any, will be effective 90 days after Company receives notice thereof. Notwithstanding the previous sentence, Provider may adjust the Processing Fees stated in Schedule A, without further consent or agreement from Company, to pass through any new fees imposed upon Provider by any third parties (including any Payment Network) in connection with the Processing Services; provided that, with respect to Credit Card and Debit Card Transactions, any such fee increases or new fees, other than in accordance with pre-determined fee schedules, if any, will be effective 90 days after Company receives notice thereof.

44.3. Company authorizes Provider, and its vendors and agents to initiate debit and credit entries to any account specified by Company (“PAD Account”) that is maintained by Company at an institution that is a member of the “Payments Canada” (meaning the national association that establishes standards, rules, and procedures and maintains a funds transfer system to enable depository financial institutions to exchange electronic payments), all in accordance with the Agreement, including those stated to be made by way of ACH. Company agrees that any withdrawal by Provider and its respective vendors and agents in accordance with the Agreement are pre-authorized debits (“PADs”) for business purposes, as defined under Rule H1 of Payments Canada. Company hereby waives the right to receive advance notice from Provider and its respective vendors and agents of all such debits. This authorization will remain in effect after termination of the Agreement and until all of Company’s obligations to Provider have been paid in full. If Company changes any PAD Account, this PAD authorization will apply to the new account and Company will provide Provider in writing such information regarding the new PAD Account as it deems necessary. It may take Provider up to 10 business days after Provider’s receipt of a written notice from Company to reflect in its system any change to Company’s PAD Account. If Company changes the PAD Account, Company agrees that it is responsible for all costs Provider incurs in connection with Company’s decision to change the PAD Account. Company may revoke the PAD authorization upon 30 days’ prior written notice to Provider, but any such revocation will constitute a material breach of the Agreement. Company may obtain a sample cancellation form, as well as further information on Company’s right to cancel a PAD authorization by contacting Company’s financial institution or by visiting www.payments.ca. Company has certain recourse rights if any debit does not comply with the Agreement. For example, Company has the right to receive reimbursement for any debit that is not authorized or is not consistent with this PAD authorization. To obtain more information on Company’s recourse rights, Company may contact its financial institution or visit www.payments.ca.

44.4. In addition to Company’s other termination rights in the Agreement, the Agreement may be terminated by Company without penalty if Provider notifies Company of a fee increase or the introduction of a new fee; provided that Company may not terminate the Agreement in connection with new fees or fee increases made in accordance with pre-determined fee schedules, if any. Company will notify Provider of its intent to terminate the Agreement within 90 days of receiving notice of the new fee or fee increases from Provider.

44.5. In addition to the provisions of Section 17.6 of the Agreement, all fees or charges payable by Company to Provider as set forth in this Agreement, including the Schedules hereto, the Documentation or any exhibits, do not include goods and services tax, harmonized sales tax, Quebec sales tax, value added tax, retail sales taxes and other similar taxes whether now imposed or to be imposed in the future. If any such tax (other than taxes based on Provider’s income) is found to be applicable, the appropriate amount of tax shall be added to and shall be payable by Company to Provider at the same time and upon the same terms as apply to the fees and other charges.

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44.6. The Parties hereby acknowledge that they have required the Agreement and all related documents to be drawn up in the English language. Les parties reconnaissent avoir demande que le present contrat ainsi que tous les documents qui s’y rattachent soient rédigés en langue anglaise.

44.7. In addition to the provisions of Section 7.2(d) of the Agreement, Company represents, covenants and agrees that it is in compliance with all applicable privacy Laws, including the Personal Information Protection and Electronic Documents Act (Canada) and any other similar provincial legislation, and that any personal information of a Cardholder or an officer, director, agent or employee of Company that may be communicated or disclosed to Provider under or in connection with the Agreement or any Services to be provided by Provider to Company (“Personal Information”) has been obtained in compliance with such Laws and that Provider will not be in breach of any such Laws by receiving and using such information in connection with performing its obligations under or in connection with the Agreement or any Services to be provided by Provider to Company. Further, Company acknowledges that some of Provider’s affiliates, service providers or other third parties are located outside of Canada. As a result, such personal information may be accessible to regulatory authorities in accordance with the Laws of these jurisdictions. Provider maintains physical, electronic, and procedural safeguards that comply with applicable Laws in applicable jurisdictions to guard personal information. Subject to applicable Laws in any applicable jurisdiction, Provider requires third parties to whom it discloses Personal Information to protect the information in a manner that is consistent with this Agreement. Company represents, covenants and agrees that it shall disclose to Cardholders and all affected officers, directors, agents or employees of Company the facts in the four immediately preceding sentences.

45. Acknowledgment of Bail-In. Notwithstanding and to the exclusion of any other term of the Agreement or any other agreements, arrangements, or understanding between Provider and the Company, the Company acknowledges and accepts that a BRRD Liability arising under the Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by:

(a) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of Provider to the Company under the Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:

(i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon including any accrued but unpaid interest, if any if due;

(ii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or instruments of ownership of Provider, and the issue to or conferral on the Company of such shares, securities or instruments of ownership;

(iii) the cancellation of the BRRD Liability;

(iv) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period;

(b) the variation of the terms of the Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.

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Appendix 1

APPENDIX 1

DEFINITIONS

“ACH” means Automated Clearing House, the funds transfer system governed by the rules of NACHA. ACH allows financial institutions to clear interbank entries electronically.

“ACH Network” means the funds transfer system governed by the ACH Rules. The ACH Network allows participating depository financial institutions to clear interbank entries electronically.

“ACH Rules” means the NACHA Operating Rules and Operating Guidelines, which govern the interregional exchange and settlement of ACH transactions.

“Affiliated Entity” means (i) an Affiliate of Company, or (ii) a person or entity operating a franchise under one or more of Company’s brands pursuant to a written franchise agreement with Company whereby the franchisee consistently displays external identification prominently identifying itself with Company’s trademarks; in each case as listed on Schedule B or an exhibit to an applicable schedule mutually agreed upon by Company and Provider.

“Affiliates” means entities affiliated under the majority ownership or control of, under common ownership or control with, or which own or control, a Party. The term control (including the terms “controlled by” and “under common control with”) means the possession, directly, of the power to direct or cause the direction of the management and policies of the Person in question.

“Agent” means a business organization duly licensed (if so required) and authorized to perform functions of a travel agent who is not an employee of Company and who has been duly designated, appointed and authorized by Company to act as a travel agent on behalf of Company.

“American Express” means American Express Company and/or American Express Travel Related Services Company, Inc.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to Provider or to Company or its subsidiaries, if any, from time to time concerning or relating to bribery or corruption.

“Applicable Countries” means those countries listed in Schedule C.

“Applicable Transactions” has the meaning stated in Section 19.1.

“Authorization” means the process whereby Company requests permission for the Card to be used for a particular Transaction.

“Authorized Users” means Company’s employees or contractors designated by Company to access and use the Services.

“Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement.

“Bail-in Powers” means any write-down and conversion powers in respect of an entity in resolution as defined in the relevant Bail-In Legislation including; write-down or convert relevant capital instruments into shares or other instruments of ownership; taking control; exercise of all the rights and powers conferred upon the shareholders, other owners and the management body; transfer of shares or other instruments of ownership; transfer to another entity, with the consent of that entity, rights, assets or liabilities; reduce, including to reduce to zero, the principal amount of or outstanding amount due in respect of BRRD Liability; convert BRRD Liabilities into ordinary shares or other instruments of ownership; cancel debt instruments issued; reduce, including to reduce to zero, the nominal amount of shares or other instruments of ownership and to cancel such shares or other instruments of ownership; require the issue of new shares or other instruments of ownership or other capital instruments, including preference shares and contingent convertible instruments; to amend or alter the maturity of debt instruments and other eligible liabilities issued or amend the amount of interest payable under such instruments and other BRRD Liability, or the date on which the interest becomes payable, including by suspending payment for a temporary period; close out and terminate financial contracts or derivatives contracts for the purposes of applying Article 49 of BRRD.

Appendix 1-1

Master Services Agreement (v.1.8.21)

Appendix 1

“Billing Settlement Plan” means a bank settlement plan or similar system that aggregates Transactions for such regions or Applicable Countries as the Parties may mutually agree and submits Transactions on behalf of Company.

“BRRD” means Directive 2014/59/EU, as amended, establishing a framework for the recovery and resolution of credit institutions and investment firms.

“BRRD Liability” means a liability in respect of which Bail-In Powers may be exercised.

“Business Day” means with respect to Transactions submitted to Provider, any weekday, Monday through Friday, except when any such day is a legal holiday recognized by applicable Provider.

“Card” means a Credit Card or Debit Card.

“Card Networks” has the meaning stated in Section 19.1.

“Card Sales” means the total gross value of all sales Transactions submitted by Company in an applicable period.

“Card Transactions” means the total gross number of sales transaction items submitted by Company under the Agreement in an applicable period.

“Cardholder” means the individual in whose name a Payment Device has been issued and any authorized user of such Payment Device.

“Cardholder Data” has the meaning stated in the Payment Card Industry (PCI) Data Security Standard (DSS) and Payment Application Data Security Standard (PA-DSS) Glossary of Terms, Abbreviations, and Acronyms.

“Chargeback” means any amount claimed from or not paid to Provider or a refusal or reversal of any payment by a Card Issuer in relation to a Transaction for any reason stipulated in the Payment Network Regulations or any amount claimed from Company by Provider in relation to a Transaction as stipulated in the Payment Network Regulations, or, if the context so requires, the act of returning a previously processed Transaction or of asserting a claim for payment.

“Chip and PIN Terminal” means Terminals which comply with EMV Integrated Circuit Card Specifications for Payment Systems together with PIN Pads as appropriate.

“CNP Transactions” means a Transaction that is accepted and processed where the Cardholder is not present or the Card is not provided physically to Company at the time the Transaction occurs (for example, internet, mail order or telephone order).

“Company” has the definition set out in the first page of the Agreement.

“Company Resources” means all equipment, communications devices, databases, services, systems and other resources that Company maintains or operates in Company’s or its third party hosting provider’s locations and which enable Company to access and use the Services.

“Company Website” means the website Company has established or may establish from time to time for the purpose of selling goods and services.

“Confidential Information” means all data and information, regardless of the form or media, relating to the business of the Disclosing Party of which the Receiving Party becomes aware as a consequence of, or through, the performance of its obligations under the Agreement, which has value to the Disclosing Party and is not generally known by its competitors, which is reasonably identified as confidential at the time of disclosure or which, under the circumstances surrounding disclosure, ought to be reasonably considered as confidential, including technical information, drawings, engineering data, performance specifications, cost and price information (except as provided otherwise in the Agreement), and other information, data and reports, and the terms and conditions of the

Appendix 1-2

Master Services Agreement (v.1.8.21)

Appendix 1

Agreement. Confidential Information does not include any data or information which (i) is already known to the Receiving Party prior to disclosure by the Disclosing Party; (ii) has become generally known to the public through no wrongful act of the Receiving Party; (iii) has been received by the Receiving Party from a third party without restriction on disclosure and without, to the knowledge of the Receiving Party, a breach of an obligation of confidentiality running directly or indirectly to the other party; or (iv) is independently developed by the Receiving Party without use, directly or indirectly, of the Confidential Information received from the Disclosing Party. Cardholder Data and Transaction Information are not Confidential Information under this definition, and are addressed in Section 7.2(d).

“Credit Card” means a card or device bearing the symbol of any Credit Card Association and associated with a revolving line of credit that can be used to purchase goods and services from Company or to pay an amount due to Company.

“Credit Card Associations” means (i) Visa; (ii) MasterCard; (iii) American Express Travel Related Services Company, Inc.; (iv) Discover Network; (v) Diners Club International Ltd.; (vi) JCB International Co., Ltd.; (vii) China UnionPay Co., Ltd; and (viii) any other organization or association that hereafter contracts with Provider to authorize, capture, and settle Transactions effected with Credit Cards issued or sponsored by such organization or association, and any successor organization or association to any of the foregoing.

“Credit Record” means a record approved by Provider, which is used to evidence a refund or adjustment of a purchase made through the use of a Card, and which will be credited to a Cardholder account.

“Customer” means a client of Company who elects to conduct a payment Transaction with Company through presentation of a Payment Device (including a Cardholder).

“Customizations” means any works of authorship, work product, and any invention, process, method, development, design, schematic or technical information, whether patentable or not, including documentation, software or enhancements, improvements, alterations, or derivatives of the Services developed by Provider, either alone or jointly with others, in connection with the Agreement.

“Data Breach” means unauthorized access to, use, disclosure or exfiltration of any Cardholder Data or Transaction Information provided by Company and received by Provider in connection with Company’s use of the Services under the Agreement.

“Data Protection Rules” means, collectively, all data protection, data security and data privacy requirements imposed by law, including, the Data Protection Act 1998 or other national legislation implementing or replacing the EU Data Protection Directive 95/46/EC, Directive 97/66/EC concerning the processing of personal data and the protection of privacy in the telecommunications sector, Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector, and the Privacy and Electronic Communications (EC Directive) Regulations 2003, the General Data Protection Regulation and all legislation that implements or is enacted in connection with the General Data Protection Regulation and other data protection or privacy legislation in force from time to time in any relevant jurisdiction which is applicable to the provision of services under the Agreement, together with any similar provisions of the Payment Network Regulations and regulatory guidance issued by a competent data protection authority.

“Debit Card” means a card or device bearing the symbols of one or more EFT Networks or Credit Card Associations, which may be used to purchase goods and services from Company or to pay an amount due to Company by an electronic debit to the Cardholder’s designated deposit account. A “Debit Card” includes (i) a card or device that bears the symbol of a Credit Card Association and may be used to conduct signature-based, offline debit Transactions; and (ii) a card or device that bears the symbol of an EFT Network and can be used to conduct PIN-based, online debit Transactions.

“Deposit” has the meaning stated in the Exposure Protection Schedule.

“Disclosing Party” means the Party providing the Confidential Information to the other Party directly or indirectly (via one or more third parties acting on behalf of and at the direction of the party providing its Confidential Information).

Appendix 1-3

Master Services Agreement (v.1.8.21)

Appendix 1

“Discover” means DFS Services LLC.

“Discover Network” means the payment network operated and maintained by Discover, which network shall include for the avoidance of doubt, Cards bearing the servicemarks of Discover and/or Diners Club International.

“Documentation” means the Provider’s standard written description for the Services, as applicable, that is delivered to Company under the Agreement, including user manuals and best practices guides, as may be amended by Provider from time to time, but not including marketing materials, proposals, demonstrations or other promotional information.

“EBT Card” means a card used for electronic benefits transfers.

“EFT Networks” means (i) Interlink Network Inc., Maestro U.S.A., Inc., STAR Networks, Inc., NYCE Payments Network, LLC, PULSE Network LLC, ACCEL/Exchange Network, Alaska Option Services Corporation, Armed Forces Financial Network, Credit Union 24, Inc., NETS, Inc., and SHAZAM, Inc.; and (ii) any other organization or association that hereafter authorizes Provider or a third party designated by Company to authorize, capture, and settle Transactions effected with Debit Cards, and any successor organization or association to any of the foregoing.

“Elavon” means Elavon, Inc., a Georgia corporation, and an Affiliate of each Member. Elavon is a registered member service provider of each Member.

“Electronic Data Capture” or “EDC” means any means by which payment information (e.g. Sales Record or Credit Record) is transmitted electronically to Provider for processing.

“Electronic Gift Card (EGC)” means a special stored value card provided by or on behalf of Company that is redeemable for merchandise, services or other Transactions.

“Equipment” means devices, equipment and hardware provided to Company under the Agreement, including, without limitation, Purchased Equipment.

“Exposure Protection Schedule” means the “Exposure Protection Schedule” attached hereto as Schedule D.

“Fee Schedule” means the “Fee Schedule” attached hereto as Schedule A.

“Force Majeure” means has the meaning stated in Section 43.11.

“Gross Card Sales” means the total gross value of all sales Transactions submitted by Company under the Agreement in an applicable period, including the total value of all refund Transactions during such period.

“Gross Exposure” has the meaning stated in the Exposure Protection Schedule.

“Gross Transactions” means the total gross number of transaction items submitted by Company under the Agreement in an applicable period, including any refund items during such period.

“Guarantor” means any Person which purports to guaranty the Obligations.

“Initial Term” means the initial term of the Agreement as provided in Section 4.1.

“Intellectual Property Rights” means patents, trade secrets, copyrights, trademarks, service marks, trade names, and all other intellectual property rights and proprietary rights, including all rights or causes of action for infringement or misappropriation of any of the foregoing.

“Insolvency Event” means (i) The commencement of any bankruptcy, insolvency, moratorium, liquidation, judicial reorganization proceeding, dissolution, arrangement, or proceeding under any creditors’ rights law or other similar proceeding by or against a Person, which if commenced against a Person without such Person’s consent or acquiescence is not discharged within 14 days, (ii) any application for, consent by a Person, or acquiescence by a Person in, the appointment of any trustee, receiver, or other custodian for a Person or a substantial part of its property, (iii) any appointment of a trustee, receiver or other custodian for a Person or a substantial part of its property, or (iv) any assignment by a Person for the benefit of creditors.

Appendix 1-4

Master Services Agreement (v.1.8.21)

Appendix 1

“Internal Controls Assessment” has the meaning stated in Section 9.1.

“ISP” means an internet service provider.

“Issuer” means the financial institution or other entity that is a member of an applicable Payment Network and that issued the Credit Card or Debit Card to the Cardholder.

“Judgment Currency” has the meaning stated in Section 43.1313.

“Laws” means all applicable statutes, regulations, ordinances, rules, and other binding law in effect from time to time, whether those of any United States federal, state or local government authority or a government authority of any other jurisdiction.

“Market Base Rate” means the base rate applicable to the Multi Currency-Conversion as determined by Provider or its Affiliates using market sources selected by Provider or its Affiliates from time to time, at a particular time on each day, provided that if rates are unavailable through Provider’s or its Affiliate’s standard process, the rate employed on the day prior to such date will be used.

“MasterCard” means MasterCard International Incorporated.

“Member” means: (1) Elavon International Services DAC (U.K. Branch) (“International Member”) to the degree International Member is a party to the Agreement for purposes of Transactions under the Agreement originated in and/or processed in jurisdictions other than the United States or Canada; (2) U.S. Bank National Association (“U.S. Member”) to the degree U.S. Member is a party to the Agreement for purposes of Transactions under the Agreement originated in and/or processed in the United States; (3) U.S. Bank National Association, acting through its Canadian branch (“Canada VISA Member”) to the degree Canada VISA Member is a party to the Agreement for purposes of Transactions other than MasterCard Transactions under the Agreement originated in and/or processed in Canada; and (4) Elavon Canada Company (“Canada MasterCard Member”) to the degree Canada MasterCard Member is a party to the Agreement for purposes of MasterCard Transactions under the Agreement originated in and/or processed in Canada.

“MID” means the unique Merchant Identification Number(s) assigned to the Company by the Provider.

“MPI” or “Merchant Plug In” means the software developed by a certified third party in accordance with the Payment Network Regulations for handling e-payment transactions in the 3D Secure^™ System in accordance with the specifications published by a Card Network, and shall include successive versions thereof as may be implemented by Provider from time to time.

“Multi-Currency Conversion” means the process by which the Company is able to accept a Transaction in one currency and Provider will settle the Transaction to Company in a different currency. For the avoidance of doubt, Multi-Currency Conversion will only be included as a service if the Agreement incorporates a separate Multi -Currency Conversion schedule.

“NACHA” means the National Automated Clearing House Association, which establishes standards, rules, and procedures governing the ACH Network, including the ACH Rules.

“Net Activity” means for any day on which funds are to be remitted to Company under Section 32 with respect to Transactions to be settled in the same currency, the net aggregate amount of (i) the aggregate amount of the unpaid Sales Records submitted to Provider credited to Net Activity on such date pursuant to Section 32 that are to be settled to Company in the same currency (inclusive of any local withholding tax or other tax requirements applicable to the fees set forth in the Fee Schedule), plus (ii) adjustments in favor of Company in the same currency, minus (iii) outstanding Credit Records, Chargebacks to Company for which Provider has not been reimbursed, adjustments in favor of Provider and reimbursements to Provider with respect to Sales Records in the same currency, minus (iv) fees owed to Provider and the processing fees set out in the Fee Schedule and any other obligations of Company to Provider arising under the Agreement, minus (v) if applicable, any net addition to Reserved Funds on such date (or plus any net subtraction from Reserved Funds on such date).

Appendix 1-5

Master Services Agreement (v.1.8.21)

Appendix 1

“Net Card Sales” means the total gross value of all sales Transactions submitted by Company under the Agreement in an applicable period, less the total value of all refund Transactions (but not Chargebacks) during such period.

“Net Transactions” means the total gross number of transaction items submitted by Company under the Agreement in an applicable period, less any refund items (but not Chargeback items) during such period.

“Obligations” has the meaning stated in the Exposure Protection Schedule.

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control, and any successor thereto.

“Operating Guide” means Provider’s Operating Guide, located at https://www.merchantconnect.com/CWRWeb/pdf/MOG Eng.pdf (or such other website that Provider may specify), that prescribes rules and procedures governing Transactions and Company’s use of the Services. Provider may amend the Operating Guide from time to time, which amendments will be effective upon notice to Company.

“Payment Device” means any device or method used for the purpose of obtaining credit or debiting a designated account including a Credit Card, Debit Card, and any other financial transaction device or method, including an Electronic Gift Card, check (whether converted into electronic form or used as a source document for an electronic fund transfer), EBT Card, stored value card, “smart” card, or other device created to be used for the purpose of obtaining credit or debiting a designated account.

“Payment Network” means any Credit Card Association, EFT Network, or automated clearing house association, governmental agency or authority, and any other entity or association that issues or sponsors a Payment Device or PayPal Payment Device (as defined in the Operating Guide) or operates a network on which a Payment Device is processed.

“Payment Network Regulations” means the rules, Payment Network Regulations, guidelines, specifications and related or similar requirements of any Payment Network as amended or supplemented from time to time.

“PCI-DSS” or “PCI” means the Payment Card Industry Data Security Standards, including any amendments thereto or replacements thereof.

“Person” Any natural person, corporation, partnership, limited partnership, limited liability company, joint venture, firm, association, trust, unincorporated organization, government or governmental agency or political subdivision or any other entity, whether acting in an individual, fiduciary or other capacity.

“PIN” means personal identification number.

“PIN PAD” means a secure device with an alphanumeric keyboard that conforms with Laws, the Payment Network Regulations and requirements established from time to time by Provider and through which a Cardholder may enter a PIN.

“POS Device” means a terminal, software or other point-of-sale device at a Company location that conforms to the requirements established from time to time by Provider and the applicable Payment Network.

“Processing Services” means the Services described in Section 19.

“Professional Services” means the Services other than the Processing Services that Elavon performs for Company pursuant to the Agreement as further described in additional Schedules to the Agreement and/or Statements of Work.

“Provider Data Breach” means a Data Breach that (i) originated within data operating systems controlled by Provider, (ii) occurred due to a breach of the Agreement by Provider, (iii) was not attributable to any act or omission of Company or its Service Providers, and (iv) does not relate to any Company provided data in user defined fields not required by Provider or used to perform the Services.

Appendix 1-6

Master Services Agreement (v.1.8.21)

Appendix 1

“Provider Data Breach Losses” means (i) any fine, penalty, assessment, or charge levied by any Payment Network or regulatory authority against Company, and paid by Company, due to a Provider Data Breach; provided that, prior to any Payment Network or regulatory authority’s finalization of any fine, penalty, assessment, or charge for which Company will seek recovery from Provider, Company obtains for Provider the opportunity to discuss and attempt to negotiate such fine, penalty, assessment or charge with the applicable Payment Network or regulatory authority, (ii) amounts paid by Company to third parties to reimburse them for their direct losses resulting from or attributable to a Provider Data Breach, to the extent Company is required by Laws (including by a statutory or contractual obligation or court order) to make such payments (excluding amounts paid under clause (i) above), and (iii) Company’s direct costs incurred in providing 12 months of credit monitoring to Cardholders affected by a Provider Data Breach involving unauthorized access to unencrypted full primary account numbers (PANs) or social security numbers.

“Provider Materials” means the specifications, documentation (including Documentation), application programing interfaces (APIs) and other interfaces, nonpublic or proprietary data import routines, sample code and materials provided to Company to enable Company to perform its obligations or exercise its rights under the Agreement, including integration to the Services.

“PSS Provider” has the meaning stated in Section 8.5.

“Purchased Equipment” means the devices, equipment and hardware purchased by Company from Provider under the terms of the Agreement.

“Receiving Party” means the Party receiving Confidential Information from the other Party directly or indirectly (via one or more third parties acting on behalf of and at the direction of the Party providing its Confidential Information).

“Relevant Authorities” means any governmental or other agencies or any regulatory authorities with jurisdiction over, or otherwise material to, the business, assets, or operations of Company or Provider.

“Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to Provider.

“Renewal Term” means any term for which the Agreement is renewed pursuant to Section 4.1.

“Reserved Funds” means all funds paid by a Card Network on account of Sales Records submitted to Provider by Company pursuant to the Agreement and held by Provider pursuant to the provisions of Section 32 or the Exposure Protection Schedule.

“Risk Rating” means the risk rating applicable to the Multi-Currency Conversion, according to the Submission Currency that has been used, as set out in the Fee Schedule.

“Risk Rating Percentage” means the percentage used for a Transaction where Multi-Currency Conversion is used, according to the Risk Rating applicable to the Submission Currency, as set out in the Fee Schedule.

“Sales Record” means a record which is used to evidence Travel Costs purchased by a Cardholder through the use of a Card.

“Sanctioned Country” means at any time, any country or territory which is itself the subject or target of any comprehensive Sanctions.

“Sanctioned Person” means at any time, (a) any Person or group listed in any Sanctions-related list of designated Persons maintained by OFAC or the U.S. Department of State, the United Nations Security Council, the European Union or any EU member state, (b) any Person or group operating, organized or resident in a Sanctioned Country, (c) any agency, political subdivision or instrumentality of the government of a Sanctioned Country, or (d) any Person 50% or more owned, directly or indirectly, by any of the above.

Appendix 1-7

Master Services Agreement (v.1.8.21)

Appendix 1

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State, (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom or (c) a government authority of any other jurisdiction applicable to Provider or to Company or its subsidiaries, if any.

“Secured Parry” has the meaning stated in the Exposure Protection Schedule.

“Security Programs” means the PCI-DSS, including the Cardholder Information Security Program (CISP) of Visa, the Site Data Protection Program (SDP) of MasterCard, the Data Security DISC Program and the PCI-DSS regulations of Discover Network, and the security programs of any other Payment Network, and any modifications to, or replacements of, such programs that may occur from time to time.

“Service Provider” means any entity that stores, processes, transmits or accesses Cardholder Data or Transaction Information on behalf of Company or that provides software to Company for transaction processing, storage, or transmission, except to the extent such services are performed by the entity in its capacity as a third party contractor of Provider performing Provider’s obligations under the Agreement.

“Services” means the services Provider provides to Company pursuant to the Agreement, and any additional services, software, and hardware Provider provides pursuant to a schedule or an addendum to the Agreement, mutually executed by the Parties in accordance with the terms of the Agreement.

“Settlement Account” means a deposit account at a financial institution designated by Company as the account to be debited or credited, as applicable, for Net Activity.

“Settlement Currency” means the currency or currencies Company desires to have Provider settle Transactions and as agreed to by the Parties as the Settlement Currency.

“Settlement File” means the settlement file summarizing Travel Costs and Transactions submitted by Company by electronic transmission to Provider in such form or format as the Parties may agree.

“Settlement Period” means the number of days identified by Provider (which may be changed by Provider in accordance with the Agreement) that must elapse after a Sales Record is submitted by Company to Provider before Provider is obligated to include such amount contained in the Sales Record as part of Net Activity. “SSAE 16” has the meaning stated in Section 9.1.

“Statement of Work” means a statement of work for Services that references the Agreement and is agreed to by the Parties.

“Submission Currency” means the currency in which a Transaction is submitted to Provider by Company.

“Term” means the Initial Term and any Renewal Term.

“Terminal” means a point-of-transaction terminal that conforms with the requirements established from time to time by Provider and the applicable Card Network capable of (i) reading the account number encoded on the magnetic stripe or Chip and PIN Cards, (ii) comparing the last four digits of the encoded account number to the manually key-entered last four digits of the embossed account number, and (iii) transmitting the full, unaltered contents of the magnetic stripe in the Authorization message.

“Tested Sales” has the meaning stated in the Exposure Protection Schedule.

“Third-Party Services” means any product or service provided by a Services Provider unaffiliated with Provider to assist Company in processing Transactions, including internet payment gateways, integrated Terminals, global distribution systems, inventory management and accounting tools, loyalty programs, fraud prevention programs, and any other product or service that participates, directly or indirectly, in the flow of Transaction data.

“Transaction” means any action between Company and a Cardholder or Payment Network that results in transmission of Cardholder Data or Transaction Information (e.g. payment, purchase, refund, return, chargeback, authorization request, settlement submission, transaction inquiry, decryption, conversion to/from Tokens) pursuant to the Agreement.

Appendix 1-8

Master Services Agreement (v.1.8.21)

Appendix 1

“Transaction Information” means any data or information resulting from a Transaction. Transaction Information includes payment processing-related transactional information that may be collected or stored by Provider, including the price paid for products or services, date, time, approval, unique transaction number, store identifier, and Customer bank information relating to a Transaction.

“Transaction Receipt” means the record evidencing the purchase of goods or services from, or payment to, a Company by a Cardholder using a Payment Device.

“Travel Costs” means any one, or any combination of, the following items:

(a) the purchase of a ticket for air travel for travel along any of Company’s routes;

(b) the purchase of a ticket for air travel over the lines of other Companies;

(c) the payment of airport taxes, fees and surcharges in connection with the purchase of any item specified in this section;

(d) the payment of baggage charges;

(e) the purchase of air freight and air cargo services offered by Company;

(f) the purchase of small package delivery services offered by Company;

(g) the purchase of travel services (including accommodation) on tours sold by or through Company in conjunction with the furnishing of air travel;

(h) the purchase of air travel for pets on Company’s flights;

(i) the payment of dues associated with Company’s airport or other club system;

(j) the purchase of goods sold and delivered on, or in association with, Company’s flights; and

(k) the purchase of goods sold by the Company in flight.

Travel Costs shall also mean such other goods or services as Company and Provider may agree to include in writing. Travel Costs shall not include charter services.

“Updates” means all updates, revisions, patches, fixes, new releases, and other improvements or changes to any Services provided to Company under the Agreement.

“United States” means the United States of America.

“Visa” means Visa U.S.A., Inc., Visa International, Inc., Visa Canada and Visa Europe Limited.

“Voucher” means any right, however labeled, described or documented, provided to a Cardholder by Company to fly on future flights of Company as a result of a purchase of a ticket in a Transaction.

In the Agreement unless the context otherwise requires: (1) any reference to a statute, statutory instrument, regulation or order shall be construed as a reference to such statute, statutory instrument, regulation or order as amended or re-enacted from time to time; and (2) the words “hereof,” “herein” and “hereunder” and words of similar impact when used in the Agreement shall refer to the Agreement as a whole and not to any particular provision of the Agreement. References to Sections, Schedules and like references are to the Agreement unless otherwise expressly provided. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Unless the context in which used herein otherwise clearly requires “or” has the inclusive meaning represented by the phase “and/or.”

Appendix 1-9

Master Services Agreement (v.1.8.21)

Appendix 2

APPENDIX 2

FORM OF SUPPLEMENTAL JOINDER

SUPPLEMENTAL JOINDER TO MASTER SERVICES AGREEMENT

Reference is made to that certain Master Services Agreement dated as of May 18^th, 2021 (the “Agreement”) by and among Global Crossing Airlines LLC d/b/a Global X (“Company”) and U.S. Bank National Association, U.S. Bank National Association, acting through its Canadian branch, and Elavon Canada Company (collectively referred to as “Existing Provider”). Company, Existing Provider and the Provider(s) that are signatories hereto and hereby agree to add each additional Provider that is a signatory hereto as a Party to the Agreement, effective as of the last date set forth in the signature block below.

☐ Company and the Provider(s) that are signatories hereto hereby also agree to the following:

[Additional Terms]

IN WITNESS WHEREOF, the Parties have caused this Supplemental Joinder to be executed and attested to by their duly authorized officers as of the day and year written.

COMPANY, on behalf of itself and each Affiliated Entity, if any, listed on Schedule B to the Agreement

GLOBAL CROSSING AIRLINES LLC d/b/a GLOBAL X

By (Print Name): Ryan Goepel                                      

Signature: /s/ Ryan Goepel                                                   

Title: EVP & CFO

Date: May 18^th, 2021

ADDITIONAL PROVIDER

[                                                     ]

By (Print Name):                                                                 

Signature:                                                                              

Title:                Its Authorized Representative

Date:                                                                                      

EXISTING PROVIDER

U.S. BANK NATIONAL ASSOCIATION, on behalf of itself and each other Existing Provider, if any

By (Print Name):                                                                 

Signature:                                                                              

Title:                Its Authorized Representative

Date:                                                                                      

Appendix 2

Master Services Agreement (v.1.8.21)

Appendix 3

APPENDIX 3

FORM OF GUARANTY

GUARANTY

THIS GUARANTY is made as of the last date set forth on the signature page hereto, by GLOBAL CROSSING AIRLINES GROUP INC. (“Guarantor”) in favor of Provider (as defined below).

WHEREAS, Guarantor directly or indirectly owns all of the outstanding interests in GLOBAL CROSSING AIRLINES LLC d/b/a GLOBALX (“Company”).

WHEREAS, Company is a party to that certain Master Services Agreement by and among Company and each signatory entity identified as a “Provider” in the signature block thereto (collectively, “Provider”) (the “Processing Agreement”), pursuant to which Company and Provider agreed to the terms and conditions whereby Provider provides certain Services for Company and its Affiliated Entities as set forth in the Processing Agreement.

WHEREAS, it is a condition to Provider’s entry into the Processing Agreement that Guarantor execute and deliver this Guaranty to Provider.

NOW, THEREFORE, IT IS HEREBY AGREED by Guarantor in consideration of the foregoing and for other good and valuable consideration, that Guarantor absolutely and unconditionally guarantees to Provider the payment and performance of each and every debt, liability and obligation of every type and description which Company may now or at any time owe to Provider pursuant to or in connection with the Processing Agreement, direct or indirect, due or to become due, absolute or contingent, primary or secondary, liquidated or unliquidated, independent, joint, several or joint and several, whether now existing or hereafter arising or incurred (all of such obligations, indebtedness and liabilities being collectively called the “Guaranteed Obligations”). Terms which are otherwise defined in the Processing Agreement and are not otherwise defined in this Guaranty shall have the meaning ascribed to such terms in the Processing Agreement.

ADDITIONAL TERMS OF GUARANTY

1. Obligations Absolute. No act or thing need occur to establish the liability of Guarantor for the Guaranteed Obligations, and no act or thing, except full payment and discharge of all such Guaranteed Obligations, shall in any way exonerate Guarantor or modify, reduce, limit or release the liability of Guarantor for the Guaranteed Obligations. The obligations of Guarantor for the Guaranteed Obligations shall be absolute, unconditional, and irrevocable, and shall not be subject to any right of setoff or counterclaim by Guarantor.

2. Continuing Guaranty. Guarantor shall be liable for the Guaranteed Obligations, plus accrued interest thereon and all reasonable attorneys’ fees, collection costs and enforcement expenses incurred by Provider in the enforcement of this Guaranty after a failure of Guarantor to pay the Guaranteed Obligations when the same are due and a demand for such payment shall have been made upon Guarantor for payment thereof. Guaranteed Obligations may be created and continued in any amount without affecting or impairing the liability of Guarantor under this Guaranty. No notice of such Guaranteed Obligations already or hereafter owed to Provider, or any extension of any thereof need be given to Guarantor and none of the foregoing acts shall release Guarantor from liability hereunder. The agreement of Guarantor pursuant to the Processing Agreement with respect to the Guaranteed Obligations is an absolute, unconditional and continuing guaranty of payment of the Guaranteed Obligations and shall continue to be in force and be binding upon Guarantor until such Guaranteed Obligations are paid in full and the Processing Agreement is terminated, and Provider may continue, at any time and without notice to Guarantor, to perform under the Processing Agreement on the faith thereof. Guarantor hereby waives, to the fullest extent permitted by law, any right it may have to revoke or terminate its guaranty of the Guaranteed Obligations before the Guaranteed Obligations are paid in full and the Processing Agreement is terminated. In the event Guarantor shall have any right under Laws to otherwise terminate or revoke its guaranty of the Guaranteed Obligations which cannot be waived, such termination or revocation shall not be effective until written notice of such termination or revocation, signed by Guarantor, is actually received by an officer of Provider responsible for performance by Provider of the Processing Agreement. Any notice of termination or revocation described above shall not affect Guarantor’s guaranty of the Guaranteed Obligations in relation to (i) any of the Guaranteed

Appendix 3-1

Master Services Agreement (v.1.8.21)

Appendix 3

Obligations that arose prior to receipt thereof or (ii) any of the Guaranteed Obligations created after receipt thereof, if such Guaranteed Obligations were incurred either through payments remitted by Provider to Company under the Processing Agreement as of the time such notice of termination or revocation was received, and/or for the purpose of protecting any rights of Provider, including, but not limited, to all costs, expenses, and reasonable attorneys’ fees, whensoever made, incurred by Provider in connection with the Guaranteed Obligations. If, in reliance on Guarantor’s guaranty of its Guaranteed Obligations, Provider continues to perform under the Processing Agreement or takes other action under the Processing Agreement after such aforesaid termination or revocation by Guarantor but prior to the receipt by Provider of said written notice as set forth above, the rights of Provider shall be the same as if such termination or revocation had not occurred. In the event of assignment by Company of the Processing Agreement to any successor or assign, this Guaranty shall continue in full force and effect.

3. Other Transactions. The liability of Guarantor under this Guaranty with respect to the Guaranteed Obligations shall not be affected or impaired by any of the following acts or things (which Provider is expressly authorized to do, omit or suffer from time to time, without notice to or approval by Guarantor): (i) any acceptance of collateral security, other guarantors, accommodation parties or sureties for any or all Guaranteed Obligations; (ii) any one or more extensions or renewals of the Processing Agreement (whether or not for longer than the original period) or any modification of contractual terms applicable to any Guaranteed Obligations; (iii) any waiver or indulgence granted to Company, any delay or lack of diligence in the enforcement of Guaranteed Obligations, or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any Guaranteed Obligations; (iv) any full or partial release of, settlement with, or agreement not to sue, Company or any other guarantor or other person liable in respect of any Guaranteed Obligations; (v) any discharge of any evidence of Guaranteed Obligations or the acceptance of any instrument in renewal thereof or substitution therefor; (vi) any failure to obtain collateral security for Guaranteed Obligations, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to protect, ensure, or enforce any collateral security, or any modification, substitution, release, discharge, impairment or loss of any collateral security for the Guaranteed Obligations; (vii) any foreclosure or enforcement of any collateral security; (viii) any order of application of any payments or credits upon Guaranteed Obligations; (ix) any establishment or release of a Deposit under the Processing Agreement; (x) any remittance of payments by Provider to Company under the Processing Agreement; (xi) any delay or failure in the establishment of or realization on a Deposit under or pursuant to the Processing Agreement; and (xii) any amendment to or modification of, any agreement between Provider and Company, including the Processing Agreement, or any waiver of compliance by Company with the terms thereof.

4. Waivers of Defenses and Rights. Guarantor waives any and all defenses, claims and discharges of Company or any other obligor, pertaining to the Guaranteed Obligations, except the defense of discharge by payment in full. Guarantor expressly agrees that it shall be and remain liable for any deficiency remaining after foreclosure of any security interest (if any) securing Guaranteed Obligations, whether or not the liability of Company or any other obligor for such deficiency is discharged pursuant to statute, judicial decision or contract. Guarantor waives presentment, demand for payment, notice of dishonor or nonpayment, and protest of any instrument evidencing Guaranteed Obligations. Guarantor agrees that its liability pursuant to this Guaranty for the Guaranteed Obligations shall be primary and direct, and that Provider shall not be required first to resort for payment of the Guaranteed Obligations to Company or other persons or their properties, or first to enforce, realize upon or exhaust any collateral security for the Guaranteed Obligations, or to exercise its rights with respect to the Deposit or otherwise under the Processing Agreement, or to commence any action or obtain any judgment against Company or against any such collateral security or to pursue any other right or remedy Provider may have against Company or any other obligor before enforcing the liability of such Guarantor for the Guaranteed Obligations under this Guaranty.

5. Independent Judgment. Guarantor has, independently and without reliance upon Provider or its directors, officers, agents or employees, and instead in reliance upon information furnished by Company and upon such other information as such Guarantor deemed appropriate, made its own independent analysis and decision to guarantee the obligations of Company pursuant to the Processing Agreement.

6. Subrogation. Guarantor shall not exercise any right of subrogation until such time as all Guaranteed Obligations shall have been irrevocably paid in full in cash. In the case of the liquidation, winding-up or bankruptcy of the Company (whether voluntary or involuntary) or in the event that the Company shall make an arrangement or composition with its creditors, Provider shall have the right to rank first for its full claim and to

Appendix 3-2

Master Services Agreement (v.1.8.21)

Appendix 3

receive all distributions or other payments with respect thereto until its claim has been paid in full, and Guarantor shall continue to be liable to Provider, for any balance of the Guaranteed Obligations which may be owing to Provider by the Company. Guarantor, to the extent permitted by law, irrevocably releases and waives any subrogation rights or right of contribution or indemnify (whether arising by operation of law, contract or otherwise) Guarantor may have against Company or the Company if and to the extent any such right or rights would give rise to a claim under any applicable insolvency law that payments or other transfers to Provider with respect to the Guaranteed Obligations constitute a preference in favor of Guarantor or a claim under applicable insolvency law that any such preference is recoverable from Provider.

7. Application of Payments. Any and all payments upon the Guaranteed Obligations made by Guarantor or by any other person, and/or the proceeds of any or all collateral or security for any of the Guaranteed Obligations, may be applied by Provider on such items of Guaranteed Obligations as Provider may elect.

8. Recovery of Payment. If any payment received by Provider and applied to the Guaranteed Obligations is subsequently set aside, recovered, rescinded or required to be returned for any reason (including, without limitation, the bankruptcy, insolvency or reorganization of Guarantor, Company or any other obligor), the Guaranteed Obligations to which such payment was applied shall for the purposes of this Guaranty be deemed to have continued in existence, notwithstanding such application, and this Guaranty shall be enforceable as to such Guaranteed Obligations as fully as if such application had never been made. References in this Guaranty to amounts “irrevocably paid” or to “irrevocable payment” refer to payments that cannot be set aside, recovered, rescinded or required to be returned for any reason.

9. Remedies. All remedies afforded to Provider by reason of this Guaranty are separate and cumulative remedies and it is agreed that no one of such remedies, whether or not exercised by Provider, shall be deemed to be in exclusion of any of the other remedies available to Provider and no one of such remedies shall in any way limit or prejudice any other legal or equitable remedy which Provider may have hereunder and with respect to the Guaranteed Obligations. Mere delay or failure to act shall not preclude the exercise or enforcement of any rights and remedies available to Provider.

10. Insolvency of Company. Guarantor expressly agrees that the liabilities and obligations of Guarantor under this Guaranty shall not in any way be impaired or otherwise affected by the institution by or against Company or any other person of any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or any other similar proceedings for relief under any bankruptcy law or similar law for the relief of debtors and that any discharge of any of the Guaranteed Obligations pursuant to any such bankruptcy or similar law or other law shall not diminish, discharge or otherwise affect in any way the obligations of Guarantor under this Guaranty, and that upon the institution of any of the above actions, such obligations shall be enforceable against Guarantor.

11. Fraudulent Conveyance Limitation. It is intended that the Guaranteed Obligations and any liens and security interests (if any) granted by Guarantor or Company and the Processing Agreement, not constitute a “Fraudulent Conveyance” (as defined below). Consequently, Guarantor agrees that if a court of competent jurisdiction determines that the Guaranteed Obligations or any liens or security interests (if any) created under or pursuant to the Processing Agreement would, but for the application of this sentence, constitute a Fraudulent Conveyance with respect to Guarantor, the Guaranteed Obligations and each such lien and security interest shall be valid and enforceable only to the maximum extent that would not cause the Guaranteed Obligations or such lien or security interest to constitute a Fraudulent Conveyance with respect to Guarantor or Company, and the Processing Agreement shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, province, nation or other governmental unit, as in effect from time to time.

12. Waivers and Amendments. This Guaranty may be waived, modified, am ended, terminated or discharged only explicitly in a writing signed by Provider and Guarantor. A waiver so signed shall be effective only in the specific instance and for the specific purpose given.

Appendix 3-3

Master Services Agreement (v.1.8.21)

Appendix 3

13. Notices. Any notice or other communication to any party in connection with this Guaranty shall be in writing and shall be sent by manual delivery, telegram, telex, facsimile transmission, overnight courier or United States mail (postage prepaid) addressed to such party at the address specified on the signature page hereof, or at such other address as such party shall have specified to the other party hereto in writing. All periods of notice shall be measured from the date of delivery thereof if manually delivered, from the date of sending thereof if sent by telegram, telex or facsimile transmission, from the first business day after the date of sending if sent by overnight courier, or from four days after the date of mailing if mailed.

14. Governing Law and Construction. THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS GUARANTY SHALL BE GOVERNED BY THE LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS OF THE UNITED STATES APPLICABLE TO NATIONAL BANKS. Whenever possible, each provision of this Guaranty and any other statement, instrument or transaction contemplated hereby or relating hereto shall be interpreted in such manner as to be effective and valid under such Laws, but, if any provision of this Guaranty or any other statement, instrument or transaction contemplated hereby or relating hereto shall be held to be prohibited or invalid under such Laws, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty or any other statement, instrument or transaction contemplated hereby or relating hereto.

15. Consent to Jurisdiction. Company and Guarantor agree that any legal action or proceeding arising out of or in connection with this Processing Agreement may be brought in the courts of the State of Minnesota or the courts of the United States of America in the State of Minnesota, and hereby irrevocably submits to the non-exclusive jurisdiction of each such court. The submission to such jurisdictions shall not (and shall not be construed as to) limit the right of Provider to take proceedings against Guarantor in whatsoever jurisdictions shall to it seem fit nor shall the initiating of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction.

In addition, Guarantor hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Processing Agreement brought in any District Court of the State of Minnesota, or the United States District Court for the District of Minnesota, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

16. Assignment. This Guaranty shall (a) remain in full force and effect until irrevocable payment in full of the Guaranteed Obligations, (b) be binding upon the Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Provider and their successors, transferees, and assigns. Without limiting the generality of the foregoing clause (c), Provider may assign or otherwise transfer all or any portion of its rights and obligations under the Processing Agreement to any other entities to the extent and in the manner provided in the Processing Agreement and may similarly transfer all or any portion of its rights under this Guaranty to such entities.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

Appendix 3-4

Master Services Agreement (v.1.8.21)

Appendix 3

GUARANTOR

GLOBAL CROSSING AIRLINES GROUP INC.

By (Print Name): Ryan Goepel

Signature: /s/ Ryan Goepel

Title:	EVP & CFO
Date:	May 18th 2021

Notice Address for Guarantor:

Building 5A, 4^th Floor, 4200 NW 36th Street

Miami International Airport, FL 33146

Fax No.: [                                                 ]

Attention: [Ryan Goepel

Notice Address for Provider(s):

U.S. Bank National Association

Mail Station BC-MN-H05M

800 Nicollet Mall

Minneapolis, Minnesota 55402

United States of America

Attention: Credit Manager

E-mail: USBankAirlineCredit@usbank.com

With a copy to:

Elavon, Inc.

Two Concourse Parkway, Suite 800

Atlanta, Georgia 30328

United States of America

Attention: General Counsel

E-mail: #AirlinesLRT@elavon.com

[Signature Page to Guaranty]

Appendix 3-1

Master Services Agreement (v.1.8.21)

Schedule A

SCHEDULE A

FEE SCHEDULE

COMPANY PROFILE & ASSUMPTIONS
Legal Name of Company:	GLOBAL CROSSING AIRLINES LLC
Company “Doing Business As” (d/b/a) Name (If Any):	GLOBALX
Projected locations (MID#):	1 within 12 months of agreement
TERM
Initial Term	One (1) year
Renewal Term	One (1) year each
FEES
	The fees specified in this Schedule A shall remain in effect for the duration of the Initial Term of the Agreement, subject to adjustments as permitted by the Agreement.
	FEES: SECTION A Processing/Routing/Authorization Fees
	Section A-1: Processing Fees
	General Processing Fees
	Pass-Through Fees: Card Network interchange percentage and per item fees, assessments, other fees and charges (in the amounts published by the applicable Card Networks from time to time) on all transactions shall be passed through to Company by Provider at cost.
	Company shall pay Provider a fee for the provision of the processing services equal to the amount indicated below.
	Fee Currency	Fee Amount
Processing Fee	USD	$4,200.00 per month
	The indicated “Processing Fee” will not include any fines that may be levied on Provider due to actions or inactions of Company by the Card Networks, which shall be the separate responsibility of Company.
	Section A-2: Authorization Fees
Provider Authorization Fee		Fee
	$0.190	per Transaction for Voice/Operator assisted authorizations
	$0.05	per Transaction for all other authorizations
	Section A-3: Elavon Converge Gateway Transaction Fees
	[Intentionally Omitted]
	Section A-4: Routing Fees
	[Intentionally Omitted]

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Master Services Agreement (v.1.8.21)

Schedule A

	FEES: SECTION B
	Processing-Related Fees
Section B-1: Chargeback-Related Fees
OCM Access
Online Case Management (OCM) Fee	WAIVED		monthly access for all users
Chargeback Handling
At any point Company is not using Chargeback Services, Provider will assess a handling fee in the amount indicated as the “Chargeback Handling Fee” for each and every Chargeback received by Provider.
Chargeback Handling Fee	Chargebacks received by Provider during any 30 calendar day period in which there is less than a 10% ratio of Chargebacks received by Provider to net sales volume:		$25
	Chargebacks received by Provider during any 30 calendar day period in which there is a 10% or more ratio of Chargebacks received by Provider to net sales volume:		$25
	Excessive Chargeback
Provider will assess the indicated handling fee for each and every Chargeback received by Provider during any period when Company is placed into an excessive chargeback program by a Card Network. To the degree this fee applies, it will be in lieu of the fee set forth as the “Chargeback Handling Fee,” if any.
Excessive Chargeback Fee	$25
Fraud Monitoring Program
Fraud Monitoring Program Fee	$5,000		per month for Company
Applies every full calendar month during which Company is identified in a Card Network fraud monitoring program
	Section B-2: Reprocessing Fees
Number of Transactions	Fee
1-100 Transactions	WAIVED		per reprocessing event
101-500 Transactions	$125		per reprocessing event
501-1000 Transactions	$175		per reprocessing event
The “Reprocessing Fees” described above will apply when Company requests Provider to reprocess certain transactions (including without limitation to reprocess rejected or duplicate transactions) due to reasons external to the Provider. Such fees represent compensation to Provider for gathering necessary information related to reprocessing. Unless otherwise provided by a separate Statement of Work: (1) Provider will not honor requests to reprocess any Transaction which originally occurred more than 180 days prior to the date of such request and (2) Provider will not honor requests to reprocess more than 1000 Transactions.
Section B-3: MID Set-Up and Maintenance Fee
Merchant ID Locations	Fee
MID Set-Up	WAIVED	per MID
Monthly per MID Minimum Billing	WAIVED	Waived for any MID during any month where total Gross Card Sales volume for the previous 12 months with respect to such MID is above:	WAIVED

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Master Services Agreement (v.1.8.21)

Schedule A

In addition, if during any 12 month period following the initial set-up more than 100 MIDs are requested, MID setup fees may be charged by Provider pursuant to a Professional Services Statement of Work established for this purpose.
	FEES: SECTION C
	Implementation Payments and Fees
	Fee
Implementation Fee	WAIVED	one-off fee	Waived if Company commences processing on or prior to:	WAIVED
	FEES: SECTION D
	Reporting Fees
Report/Data File Transmission
Monthly Reports Fee	$45		per report, per month
Weekly Reports Fee	$90		per report, per month
Daily Reports Fee	$135		per report, per month
PaymentsCore 365
Monthly Fee	$500-North America		for all reports/files via the platform per user
	Customized Reporting Design
Custom Report Design & Development Fee	$125		per hour (Minimum of 4 Hours Per Report)
Merchant/iMerchant Connect
Merchant/iMerchant Connect Premium Setup Fee	WAIVED		one off
Merchant/iMerchant Connect Premium Monthly Fee	WAIVED		per month, for all users
	FEES: SECTION E
	Professional Services Fees
[Intentionally omitted]
	FEES: SECTION F
		Other Fees
[Intentionally omitted]
Equipment/Software
Equipment and software provided:	Fees and details are captured in a separate Statement of Work (SOW).

A-3

Master Services Agreement (v.1.8.21)

Schedule B

SCHEDULE B

AFFILIATED ENTITIES

Check one:

☒ Company named on page 1 only, and all locations will operate under Tax ID Number 86-2108996.

☐ Company named on page 1, with Tax ID Number                              and the following Affiliates or franchisees (a separate Form W-9 or Form W-8BEN, as applicable, must be submitted for each entity identified below):

Name Tax ID Number

B-1

Master Services Agreement (v.1.8.21)

Schedule C

SCHEDULE C

APPLICABLE COUNTRIES

Applicable Countries
If U.S. Member is a Party to the Agreement:	The United States.
If Canada VISA Member and/or Canada MasterCard Member is a Party to the Agreement:	Canada.
If International Member is a Party to the Agreement:	Any country that International Member is legally and operationally able to provide processing services (for the avoidance of doubt Iran and Iraq and any countries subject to international or United States sanctions are specifically excluded).

C-1

Master Services Agreement (v.1.8.21)

Schedule D

SCHEDULE D

EXPOSURE PROTECTION SCHEDULE

1. Certain Definitions

As used in this Exposure Protection Schedule, the following terms shall have the meanings indicated:

Aggregate Protection – The sum of (i) the Deposit, (ii) the amount remaining to be drawn upon any valid and outstanding Letter of Credit, and (iii) the proceeds of any previous draw on a Letter of Credit held by Provider and not applied to any Obligations or credited to the Deposit.

Calculation Date – Any date on which Gross Exposure is calculated.

Company’s Rights – Any and all rights that Company has or may at any time acquire in any Sales Records or any Deposit amount or any right to payment under the Agreement, or from any third parties as a result of any Sales Records or Card sales arising under or relating to the Agreement.

Deposit – The aggregate of (a) Reserved Funds and (b) any cash remitted and pledged by Company to Provider or any other Secured Party pursuant to or in connection with the Agreement to secure the Obligations hereunder, and all additions to such aggregate made from time to time and all monies, securities, investments and instruments purchased therewith and all interest, profits and/or dividends accruing thereon and proceeds thereof. Separate Deposits in different currencies may be maintained in the event there are Transactions processed pursuant to the Agreement in multiple currencies.

Gross Exposure – As defined in Section 8 of this Exposure Protection Schedule.

Letter of Credit – One or more valid and outstanding irrevocable standby letters of credit that are (i) issued for the benefit of Provider, (ii) in form and substance acceptable to Provider, as determined by Provider in its sole discretion, (iii) issued by a financial institution acceptable to Provider, as determined by Provider in its sole discretion and (iv) expressly accepted by Provider, as agent for all Secured Parties.

Lien – Any mortgage, pledge, security interest, encumbrance, lien, hypothec or charge of any kind (including any agreement to provide any of the foregoing), any conditional sale or other title retention agreement or any lease in the nature thereof, or any filing or agreement to file a financing statement as debtor on any property leased to any Person under a lease which is not in the nature of a conditional sale or title retention agreement.

Methodology – As defined in Section 3 of this Exposure Protection Schedule.

Obligations – All of Company’s obligations under the Agreement, whether now existing or hereafter arising (including any of the foregoing obligations that arise prior to or after any Insolvency Event and any obligations arising pursuant to this Exposure Protection Schedule).

Required Amount – The amount of the Aggregate Protection to be maintained under the Agreement, which shall be equal to 110% of Gross Exposure at all times.

Secured Parties – Any Provider under the Agreement.

2. Exposure Protection

(a) Upon commencement of the Agreement, Provider may retain and hold all funds paid to Provider by a Payment Network on account of Sales Records submitted by Company to Provider: (i) for so long as a Settlement Period applies, until expiration of the Settlement Period (which amounts so held shall be considered part of the Reserved Funds); or (ii) in all other cases, until the amount of the Aggregate Protection equals the Required Amount, as determined in accordance with Sections 3 and 8 of this Exposure Protection Schedule. In lieu of retaining Reserved Funds, or in addition to retaining and holding Reserved Funds, Provider, in its sole discretion, may demand

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Master Services Agreement (v.1.8.21)

Schedule D

that Company, and Company shall upon such demand, remit to Provider within two (2) Business Days of Provider’s demand immediately available funds to hold as the Deposit in an amount that when added to amounts (if any) retained and held by or on behalf of Provider as the Deposit causes the amount of the Aggregate Protection to equal the Required Amount. The Deposit amount shall be subject to adjustment as provided in Section 3 of this Exposure Protection Schedule. Provider or any Secured Party will hold the Deposit as security for the due and punctual payment of and performance by Company of the Obligations.

(b) If a single fixed Settlement Period is specified in the Fee Schedule, Provider reserves the right at any time to increase or decrease the Settlement Period under the Agreement so that the Aggregate Protection equals at least the Required Amount, and any failure by Provider to adjust the Settlement Period shall not be considered a course of conduct upon which Company may rely in the future. Provider also reserves the right to change from a single fixed Settlement Period for all Sales Records to separate settlement periods determined for each individual Sales Record. Company acknowledges that if a single fixed Settlement Period is used: (i) any given applicable Settlement Period is not intended to result in Reserved Funds any on given day necessarily equaling 110% of Gross Exposure for such day, and instead is intended to result in Reserved Funds generally equaling Provider’s current or projected future Gross Exposure, as estimated in good faith by Provider, in part, using the Methodology; (ii) it is Provider’s intent that at no time shall the Settlement Period be set at a level that results in Provider’s current or projected potential exposure being less than 110% covered; and (iii) as a consequence of the foregoing, funds retained and held by Provider for the applicable Settlement Period may on certain days exceed Gross Exposure calculated using the Methodology for such days.

(c) To the extent Company has or may at any time acquire any rights in the Deposit or Company’s Rights, Company grants to each of Provider as agent for itself and all other Secured Parties, a Lien on the Deposit and all other Company’s Rights to secure the payment and performance by Company of all Obligations. Each Secured Party shall act as agent for all Secured Parties to the extent that any such Secured Party controls or possesses the Deposit or any collateral hereunder or is named as Secured Party on any filing, registration or recording. Company hereby acknowledges that notwithstanding the foregoing grant of a Lien, Reserved Funds represent only a contingent future right to payment owed to Company under the Agreement, payment of which is subject to the terms and conditions of the Agreement and to Company’s complete and irrevocable fulfillment of its obligations and duties under the Agreement, and do not constitute funds of Company.

(d) Company further agrees that during the term of the Agreement, Company shall not grant, or attempt to grant, to any other Person or suffer to exist in favor of any other Person any Lien or other interest in the Deposit, Company’s Rights (if any) or in any proceeds thereof without the prior written consent of Provider, which may be provided or withheld, or conditioned on such terms, as Provider may determine in its sole discretion.

(e) Company hereby acknowledges that Provider disputes the existence of any interest of Company in any rights to payment from Cardholders or Issuers arising out of the Sales Records and further acknowledges that to the extent Company may have an interest therein, such interest is subordinate to the interests of the Secured Parties and of any of their respective subrogees.

(f) Company will do all acts and things, and will execute, endorse, deliver, file, register or record all instruments, statements, declarations or agreements (including pledges, assignments, security agreements, financing statements, continuation statements, etc.) requested by Provider, in form reasonably satisfactory to Provider, to establish, perfect, maintain and continue the perfection and priority of the security interest of Secured Parties in all Company’s Rights and in all proceeds of the foregoing. Company will pay the reasonable costs and expenses of all filings and recordings, including taxes thereon or fees with respect thereto and all searches reasonably necessary or deemed necessary by Provider, to establish and determine the validity and the priority of such security granted in favor of Provider. Company hereby irrevocably appoints Provider (and all persons, officers, employees or agents designated by Provider), its agent and attorney-in-fact to do

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Master Services Agreement (v.1.8.21)

Schedule D

all such acts and things contemplated by this paragraph in the name of Company. Without limiting the foregoing, Company hereby authorizes Provider to file one or more financing statements or continuation statements in respect hereof, and amendments thereto, relating to any part of the collateral described herein without the signature of Company. A carbon, photographic or other reproduction of this Exposure Protection Schedule or of a financing statement shall be sufficient as a financing statement and may be filed in lieu of the original in any or all jurisdictions which accept such reproductions.

3. Adjustments to Deposit

(a) Provider will use the Methodology described in Section 8 of this Exposure Protection Schedule (the “Methodology”) to calculate Gross Exposure and to determine, if applicable, whether the Settlement Period should be modified. Company acknowledges that Provider has explained to it and it understands Provider’s Methodology for determining Gross Exposure and the amount of the Aggregate Protection and hereby agrees to be bound by such Methodology and the determinations made by Provider as a result thereof. Among other things, Company understands that Gross Exposure includes the value of Travel Costs for goods or services sold to Cardholders who used their Cards to purchase such goods or services with respect to which Company has not yet provided such goods or services. Provider and Company may change the Methodology by mutual agreement.

(b) At any time settlement periods determined for each individual Sales Record are being used, the amount of the Deposit shall be increased or decreased each Business Day, as appropriate, based on the Methodology so that the amount of the Aggregate Protection will at all times equal the Required Amount. Any necessary increases to the Deposit may be made, at Provider’s sole discretion, by Provider withholding as Reserved Funds an amount up to 100% of amounts otherwise payable to Company under Section 32 until the amount of the Aggregate Protection is at least equal to the Required Amount, or by federal wire transfer of immediately available funds from Company to an account designated by Provider, on the first (1st) Business Day after Company’s receipt of notice from Provider that an increase is required and the amount thereof. If the Provider agrees to permit increases to the amount of the Deposit by wire transfer and the funds required to increase the amount of the Deposit so that the Aggregate Protection is equal to the Required Amount are not transferred to Provider as required by this Section 3, Provider may immediately withhold on a daily basis as Reserved Funds an amount up to 100% of amounts otherwise payable to Company under Section 32 until the amount of the Aggregate Protection at least equals the Required Amount. Provider shall remit to Company from the Deposit the amount necessary to reduce the amount of the Aggregate Protection to equal the Required Amount on each Business Day in accordance with Section 32.

(c) The amount of the Deposit to be maintained hereunder may be reduced in accordance with this Exposure Protection Schedule pursuant to which Provider accepts Letter of Credit in lieu of all or a portion of the Deposit so long as the Aggregate Protection equals the Required Amount.

(d) Although Provider has the right at all times to require that the amount of the Aggregate Protection equal the Required Amount, Provider may, from time to time, in its sole discretion make remittances to Company or release portions of any Letter of Credit such that the Aggregate Protection is less than the Required Amount. The duration of any such reduction is within the sole discretion of Provider. At any time that the amount of the Aggregate Protection is less than the Required Amount, Provider, in its sole discretion, may require that the amount of the Aggregate Protection be increased to equal the Required Amount. Any required increase may be made as provided in Section 3(b) of this Exposure Protection Schedule as determined by Provider. Any reductions in the amount of the Aggregate Protection as described in this paragraph shall not be deemed a course of dealing nor give rise to any rights by Company in the future to require that the amount of the Aggregate Amount be less than the Required Amount.

D-3

Master Services Agreement (v.1.8.21)

Schedule D

4. Control of Deposit

Company acknowledges that (i) funds remitted to Provider by Company and (ii) funds paid by Card Networks and held by Provider or any Secured Party as the Deposit may be commingled with other funds of Provider or such Secured Party, and further acknowledges that all such funds, and any investment of funds shall be in the name and control of Provider or such Secured Party, and Company shall have no interest in any securities, instruments or other contracts or any interest, dividends or other earnings accruing thereon or in connection therewith. It is the understanding of the Parties that, notwithstanding any other provision of the Agreement to the contrary, (a) the sole obligation of Provider with respect to the Deposit shall be the obligation to pay to Company amounts equal to the amounts attributable to Travel Costs with respect to which Company has provided goods or services net of any Obligations owed Company to any Secured Party, (b) such obligation to make payment to Company is at all times subject to the terms of the Agreement, and (c) such payment shall only be due and payable upon complete and irrevocable fulfillment by Company of all of its obligations and duties under the Agreement.

5. Investment

To the extent permitted by Laws, all amounts held as the Deposit will be deemed to earn a yield equal to the Applicable Rate. The amount so earned shall be credited to the Deposit (or, if the Applicable Rate is a negative number, debited from the Deposit). The Applicable Rate shall be applied using market standard day count conventions and will be determined by reference to Bloomberg in accordance with the following chart for each Settlement Currency:

Settlement Currency	Applicable Rate
U.S. Dollars	The Federal Funds Effective Rate [FDFD Index]
Canadian Dollars	The Bank of Canada Overnight Money Market Financing Rate [FMSTOMMF Index]
Great Britain Pounds	The Bank of England official bank rate [UKBRBASE Index]
Euro	The ECB Deposit Rate [EECBDEPO Index]
All Other currencies	The Applicable Overnight interbank Rate

6. Right of Offset; Recoupment; Application

Any time an amount is due Provider or any other Secured Party from Company, and Provider or such other Secured Party does not obtain payment of such amount as provided in the Agreement, Provider (on behalf of itself and any other Secured Party) shall have the right to apply, recoup or set off any amounts otherwise owed by Provider or any other Secured Party to Company hereunder, including, without limitation, any amounts attributable to the Deposit, to the amount owed by Company. Provider may exercise any such right for its benefit or the benefit of Provider or any other Secured Party. Where any application, recoupment or set off requires the conversion of one currency into another, Provider shall be entitled to effect such conversion in accordance with its prevailing practice and Company shall bear all exchange risks, losses, commissions and other bank charges which may thereafter arise.

7. Deposit Upon Termination/Cessation; Global Distribution System

Notwithstanding any other provision of the Agreement to the contrary, during the period not to exceed eighteen (18) months from the earlier of termination of the Agreement or the date upon which Company permanently ceases flight operations, Provider may retain the Deposit and Letters of Credit until such time as the Provider has determined that Company has no further Obligations or potential Obligations and Provider shall be without any obligation to remit funds to Company until such time.

D-4

Master Services Agreement (v.1.8.21)

Schedule D

In the event Company ceases flight operations, is the subject of an Insolvency Proceeding or is otherwise unable to provide Provider with the information it requires to process Transactions, Provider is hereby authorized to access Company’s global distribution system, whether maintained by Company or a PSS Provider, without charge except as may be agreed between Provider and a PSS Provider, for purposes of providing processing services under the Agreement and recovering the Obligations, until Providers processing services have been completed and the Obligations are paid in full.

8. Methodology

“Gross Exposure” shall be calculated by the Provider on a daily basis as follows:

(a) Provider will maintain a flight calendar (“FC”) with respect to flights of Company. The FC is a schedule of the cumulative amount of Sales Records processed by Provider, sorted according to the first departure date. Provider will update the FC on a daily basis.

(b) Provider’s risk exposure under the Agreement with respect to Travel Costs, exclusive of Travel Costs arising out of Sales Records that are issued with no designated point of origination and/or designated date of first departure, will be determined electronically by analyzing all Sales Records submitted to Provider on magnetic tape or by electronic transmission, with routing data including the date of first departure (“Tested Sales”).

(c) Provider will electronically sort Tested Sales by date of first departure, and will cumulate in the FC all Sales Records amounts related to each date of first departure that is subsequent to the Calculation Date.

(d) Provider will calculate the amount of all sales which do not constitute Tested Sales (“Untested Sales”) by subtracting the Tested Sales from the gross amounts of Sales Records received by Provider for processing and not yet allocated to the FC as of the Calculation Date. Provider will electronically sort and cumulate the amount of unallocated Untested Sales according to the same FC distribution of Tested Sales processed by Provider in the immediately preceding Saturday through Friday period.

(e) After cumulating the Tested Sales and Untested Sales in the FC, an amount (the “Primary Exposure”) will be calculated by adding the Tested Sales and Untested Sales in the FC for each date subsequent to the Calculation Date.

(f) In addition, the amount of potential liability of Provider from unused flight coupons from the date of first departure until all such flight coupons are used (the “Secondary Exposure”) is equal to the amount that is 100% of the product of (a) the amount of Transaction Receipts from the FC during the most recent six calendar days preceding the Calculation Date (including the Calculation Date) multiplied by (b) the ratio of Primary Exposure to cumulated Tested Sales. Provider may, at any time, in its sole discretion, sample a statistically significant amount of Transaction Receipts and may, based on that sample, change the number of calendar days used to calculate Secondary Exposure. Provider shall provide to Company information reasonably requested by Company with respect to the sample and the results thereof.

(g) The sum equal to the aggregate of (i) Primary Exposure, (ii) Secondary Exposure and (iii) all other Obligations of Company under the Agreement, adjusted as provided in this Section 8(g), will constitute “Gross Exposure.” In calculating Gross Exposure, Provider shall have the right, at any time and from time to time, in its sole discretion to include in Gross Exposure estimated fees that may become payable to Provider under the Fee Schedule to the Agreement on account of Chargebacks and any other sums which may be payable by Company under the Agreement. Notwithstanding the foregoing, (A) Sales Records removed from the FC may be included in the calculation of Gross Exposure until the flights with respect to which such amount relates have been flown by Company, and (B) Provider may increase Gross Exposure to account for Sales Records removed from the FC on account of the flights to which they pertain having been scheduled to be flown if (i) prior to such flights having been flown Company announced its

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Master Services Agreement (v.1.8.21)

Schedule D

intention to suspend or discontinue such flights in the future, (ii) on the basis of flight data reporting by the Company or other information available to Provider, Provider determines that Cardholders may be eligible for refunds or continue to have Chargeback rights with respect to any flights scheduled to be flown, or (iii) Provider has determined that there may be potential Chargebacks or refunds attributable to Cardholders’ rights to use tickets or Vouchers on later flights of Company.

Provider reserves the right to modify the Methodology set forth in this Section 8, and any related definitions and other provisions of the Agreement, to more accurately estimate Provider’s exposure to refunds, Chargebacks and other obligations arising with respect to the processing of Transactions. In the event Provider determines to make such a modification, it shall provide sixty (60) days’ notice to the Company. If such modification is not acceptable to the Company, the Company may notify the Provider during such sixty (60) day period that it is terminating the Agreement, effective ninety (90) days after the date of such notice, during which period the Provider may implement such modification.

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Master Services Agreement (v.1.8.21)

Schedule E

SCHEDULE E

FORM OF FLIGHT DATA REPORT

Rebooked Tickets

Original ticket	New Ticket	New Tkt Dep date
123456789	987654321	10/20/2020

Ticket: Should be the reference from the settlement record as submitted (e.g. ticket payment ref/PNR/Ticket number)—if IATA standard only 10 digits!

Original ticket should be that from initial sale in the settlement record

Provide as many rows as needed if the original ticket was changed multiple times and repeat the original ticket

Or just provide each change in its own row—so 1 st /2nd change one row, 3rd/4th change second row, etc.

Rebooked data from 1 March 2019

If file > 20MB save as TXT file Comma delimited and zip

New ticket departure date would be the rebooked new departure date—MM/DD/YYYY

Usage

Ticket	Usage date	Usage
987654321	10/24/2020	FLOWN TKT/FLOWN EMD/NOSHOW (WHEN NON REFUND-NON EXCH/EXPIRED/PURGED)

Usage (recommended—others mandatory)

Usage only include tickets that are USED (recognized revenue—as service rendered)—First LEG of flight

Date format: MM/DD/YYYY

Ticket: Should be the reference from the settlement record as submitted (e.g. ticket payment ref/PNR/Ticket number)—if IATA standard only 10 digits!

If file > 20MB save as TXT file Comma delimited and zip

Flown date from March 1st 2019

If hard to differentiate Elavon, non Elavon transactions—please send all flown andElavon will match transactions and ignore the rest

E-l

Master Services Agreement (v.1.8.21)

Schedule E

Voucher Issuance

Voucher issue date	Ticket converted		Voucher id		Amount Converted		Currency		Expiry date
10/15/2019		123456789		889000ABE		210.51		USD		12/31/2021

Date format: MM/DD/YYYY

Voucher issuer date: Date voucher was issued

Ticket converted: Ticket converted into voucher (e.g. ticket payment ref/PNR/Ticket number)—if IATA standard only 10 digits! Can be rebooked ticket if applicable.

Voucher ID: Unique reference for voucher or account number

Amount in original currency and currency code

Expiry date: When voucher expires if unused.

Voucher data from 1 March 2019

If file > 20MB save as TXT file Comma delimited and zip

Voucher Redemption

Redemption date

New ticket issued

Amount

Currency code tkt

Voucher amount redeemed

Currency code vchr

New Dep Date

VoucherlD

5/25/2020

987654321

110.51

USD

110.51

USD

10/20/2020

889000ABE

Date format: MM/DD/YYYY

Redemption date: Date when voucher was transferred back into a ticket

Amounts in original currency and currency code

New departure date: Date when ticket first leg is scheduled to be used

Voucher num: Unique reference for voucher or account number

Voucher data from 1 March 2019

If file > 20MB save as TXT file Comma delimited

E-2

EX-10.27

Exhibit 10.27

BRIDGE LOAN AGREEMENT

THIS BRIDGE LOAN AGREEMENT is dated as of June 3, 2021 between Canada Jetlines Operations Ltd. (the “Borrower”), a company incorporated under the Federal laws of the Canada and Global Crossing Airlines Group, Inc. (the “Lender”), a corporation domesticated under the laws of the State of Delaware (each a ‘Party” and together the “Parties”).

Section 1 Definitions

In this Agreement, unless the context otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the meanings ascribed to them below:

(1) “Agreement” means this loan agreement and all instruments in amendment or confirmation of it;

(2) “Arrangement Agreement” means the second amended and restated arrangement agreement dated May 19, 2021 between the Borrower and the Lender with respect to the Transaction;

(3) “Budget” means the budget for the expenditures of the Borrower that has been agreed to between the Borrower and the Lender;

(4) “Business Day” means any day, other than a Saturday or Sunday, on which commercial banks in Vancouver, British Columbia and Miami, Florida are open for general business;

(5) “Cdn $” means lawful currency of Canada;

(6) “Event of Default” has the meaning specified in Section 7(1);

(7) “Loan” has the meaning specified in Section 3( 1);

(8) “Private Placement” means the sale of securities of the Borrower that occurs after the date of this Agreement and raises minimum gross proceeds of Cdn$3 million in the aggregate;

(9) “Repayment Date” means the second Business Day after the earlier of (a) the closing of the Private Placement, and (b) the termination of the Arrangement Agreement;

(10) “Transaction” means the arrangement pursuant to section 192 of the CBCA as contemplated by the provisions of this Arrangement Agreement and the Plan of Arrangement;

Section 2 Interpretation

(1) Unless the contrary intention appears, any reference in this Agreement to:

(a) a document (including this Agreement) is to that document as varied, amended, novated, supplemented or replaced from time to time, otherwise than in breach of this Agreement or of that document;

(b) the singular includes the plural and vice versa, and to a gender includes all genders;

(c) any rules, statute or to any treaty or statutory provision includes any modification or re-enactment of it or any treaty or provision substituted for it, and all protocols, rules, guidelines, procedures, ordinances, by-laws, regulations, rules and statutory instruments (however described) issued under it;

(d) a date or time is to that date or time in Vancouver, British Columbia, Canada;

(e) dollars, unless otherwise specifically indicated, are expressed in Cdn $; and

(f) the words “including” and “include” shall mean “including without limitation” and “include without limitation”, respectively.

(2) The headings do not affect the interpretation of this Agreement and the words “section” or “sections” refer to sections of this Agreement.

Section 3 Loan.

(1) The Lender agrees, on the terms and subject to the conditions of this Agreement, to lend the Borrower the principal amount of up to Cdn$350,000 (the “Loan”). The Loan will be advanced in tranches based on the Budget.

(2) The Lender shall advance the Loan in tranches by wire transfer of immediately available funds to an account designated by the Borrower:

(3) The Lender shall use the proceeds of the Loan solely to fund the expenditures set forth in the Budget. Following the first advance, prior to each subsequent advance of the Loan, the Borrower shall provide the Lender with a reconciliation comparing expenditures made against the Budget.

Section 4 Interest.

(1) Interest shall accrue on the principal amount of the Loan outstanding at the rate of ten per cent (10%) per annum (the “Interest Rate”) from the date of advance of the Loan until the principal amount of the Loan is repaid in full, and shall be payable in cash on the Repayment Date. All interest shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest is payable over a year comprised of three hundred sixty (360) days.

(2) If any provision of this Agreement would oblige any party to make any payment of interest or other amount payable to the Lender in an amount or calculated at a rate which would be prohibited by applicable law or would result in a receipt by the Lender of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, that would not be so prohibited by applicable law or so result in a receipt by the Lender of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows:

(a) first, by reducing the amount or rate of interest; and

(b) thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid which would constitute interest for purposes of section 347 of the Criminal Code (Canada).

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(3) For the purposes of the Interest Act (Canada) and disclosure under such Act, whenever interest or fee to be paid under this Agreement is to be calculated on the basis of a year of 365 days or 360 days or any other period of time that is less than a calendar year, the yearly rate of interest to which the rate determined pursuant to such calculation is equivalent is the rate so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by either 365, 360 or such other period of time, as the case may be.

Section 5 Payments.

(1) The Borrower shall repay the principal amount of the Loan outstanding, together with all accrued and unpaid interest and all other amounts payable in connection with this Agreement, not later than 10:00 a.m. (Vancouver time) on the Repayment Date.

(2) All amounts owed by the Borrower to the Lender which are not paid when due (whether at stated maturity, on demand, by acceleration or otherwise) shall bear interest (both before and after default and judgment), from the date on which such amount is due until such amount is paid in full, payable on demand and compounded monthly, at the Interest Rate.

(3) If any payment shall be due on a day that is not a Business Day, then the date for payment shall be the next succeeding Business Day.

(4) The Borrower may prepay the outstanding principal amount of the Loan (and all accrued and unpaid interest thereon) in whole or in part at any time without premium or penalty.

Section 6 Representations and Warranties.

(1) The Borrower represents and warrants to the Lender, acknowledging and confirming that the Lender is relying on such representations and warranties without independent inquiry in entering into this Agreement and providing the Loan that:

(a) The Borrower is a corporation validly incorporated and existing under the Federal laws of the Canada, has the power and authority to enter into and perform its obligations under this Agreement and is duly authorized to carry on business in each jurisdiction where the nature of its assets or its business makes such qualification necessary or desirable;

(b) The execution and delivery by the Borrower and the performance by it of its obligations under this Agreement will not (i) conflict with or result in a breach of any of the terms or conditions of (A) its constating documents or by-laws, (B) any applicable law, (C) any contractual restriction binding on or affecting it or its assets, or (D) any judgment, injunction, determination or award which is binding on it, or (ii) result in, require or permit (A) the imposition of any encumbrance on or with respect to any of its assets or property, (B) the acceleration of the maturity of any debt binding on or affecting the Borrower, or (C) any third party to terminate or acquire rights under any material agreement; and

(c) The execution and delivery of and performance of its obligations under each this Agreement by the Borrower have been duly authorized by all necessary corporate action and this Agreement has been duly executed and delivered by the Borrower and constitutes legal, valid and binding obligations of the Borrower enforceable against it

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in accordance with its terms, subject only to (i) any limitation under applicable laws relating to bankruptcy, insolvency, arrangement or creditors’ rights generally, and (ii) the discretion that a court may exercise in the granting of equitable remedies. No consent of any authority or other person, is or was necessary in connection with the execution, delivery and performance of obligations under this Agreement except as are in full force and effect, unamended, at the date of this Agreement.

(d) All information, materials and documents, including the Budget, all cash flow projections, and other information and data prepared and provided to the Lender in respect of the transactions contemplated by this Agreement, or as required by the terms of this Agreement, were, in the case of financial projections, prepared in good faith based upon reasonable assumptions at the date of preparation, and, in all other cases, true, complete and correct in all material respects as of the respective dates thereof.

(2) The representations and warranties in this Agreement shall survive the making of the Loan and shall continue in full force and effect so long as any amounts are owing by the Borrower to the Lender under this Agreement.

Section 7 Events of Default.

(1) Each of the following events shall constitute an “Event of Default” in relation to the Borrower for purposes of this Agreement:

(a) The Borrower fails to pay any amount as and when due under this Agreement;

(b) The Borrower uses the proceeds of the Loan to fund expenditures that are not included in the Budget;

(c) The Borrower defaults in the performance or observance of any material covenant, obligation or condition to be observed or performed by it pursuant to this Agreement or the Arrangement Agreement, and no waiver is obtained for such breach or such default continues for a period of 15 days after notice thereof is given to the Borrower by the Lender.

(d) Any representation or warranty made by the Borrower under this Agreement or the Arrangement Agreement, shall prove to have been incorrect or misleading in any material respect on and as of the date made and no waiver is obtained by such misrepresentation or the facts or circumstances which make such representation or warranty materially incorrect or misleading are not remedied and the representation or warranty in question remains materially incorrect or misleading more than 15 days after notice thereof is given to the Borrower by the Lender.

(e) The Borrower (i) makes a general assignment for the benefit of creditors; (ii) institutes or has instituted against it any proceeding seeking (x) to adjudicate it a bankrupt or insolvent, (y) liquidation, winding-up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors including any plan of compromise or arrangement or other corporate proceeding involving or affecting its creditors, or (z) the entry of an order for relief or the appointment of a receiver, receiver and manager, trustee, monitor, custodian or other similar official for it or for

4

any substantial part of its properties and assets, and in the case of any such proceeding instituted against it (but not instituted by it), either the proceeding remains undismissed or unstayed for a period of 30 days, or any of the actions sought in such proceeding (including the entry of an order for relief against it or the appointment of a receiver, interim receiver, receiver and manager, trustee, monitor, custodian or other similar official for it or for any substantial part of its properties and assets) occurs; or (iv) takes any corporate action to authorize any of the above actions; or (v) any analogous procedure or step is taken in any jurisdiction.

(2) Upon the occurrence and during the continuance of an Event of Default, the Lender may declare the Loan, all accrued interest and all other amounts payable under this Agreement to be immediately due and payable without presentment, demand, protest or further notice of any kind, all of which are expressly waived by the Borrower.

(3) Upon a declaration that the Loan is immediately due and payable, the Lender may commence such legal action or proceedings as it, in its sole discretion, deems expedient, including the commencement of enforcement proceedings under this Agreement all without any additional notice, presentation, demand, protest, notice of dishonour, entering into or possession of any property or assets, or any other action or notice, all of which are expressly waived by the Borrower.

Section 8 Governing Law and Jurisdiction.

(1) This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of British Columbia and the Federal laws of Canada applicable therein.

(2) Each Party irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of British Columbia, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each Party irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such court. Each Party hereby irrevocably waives, to the fullest extent it may effectively do so, the defence of inconvenient forum to the maintenance of such action or proceeding.

Section 9 Notices.

(1) Any notice shall be in writing and may be delivered to the Party at its address as follows or sent by electronic mail:

(a) to the Borrower at:

Canada Jetlines Operations Ltd.

2400 - 1055 West Georgia St.

Vancouver, BC

Canada, V6E 3P3

Attention:        Eddy Doyle

Email:              eddy.doyle@jetlines.ca

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(b) to the Lender at:

Global Crossing Airlines Group, Inc.

Bldg. 5A, Miami Int’ Airport

4th Floor, 4200 NW 36th Street

Miami, FL, USA 33166

Attention:        Ed Wegel

Email:              ed.wegel@globalxair.com

Any notice or other formal communication shall be effective if delivered, at the time of delivery or if sent by email, on the date of transmission if transmitted before 3:00 pm (Vancouver time) on any Business Day, and in any other case on the Business Day following the date of transmission.

Section 10 Costs, Expenses and Indemnity.

(1) The Borrower shall pay to the Lender all reasonable costs and expenses (including all reasonable legal fees and disbursements on a full indemnity basis) incurred by the Lender in connection with the enforcement of this Agreement or the bringing of any action, suit or proceeding with respect to the enforcement of this Agreement.

Section 11 Assignment.

(1) This Agreement shall be binding upon and enure to the benefit of the Borrower and the Lender and their respective successors and permitted assigns.

(2) No Party may, without the prior written consent of the other Party, at any time assign or transfer (including by way of novation) any of its rights or obligations under this Agreement; provided, however, that following the termination of the Arrangement Agreement in accordance with its terms, the Lender may assign all of its rights and benefits under this Agreement and under any instruments delivered hereunder with the prior written consent of the Borrower, such consent not to be unreasonably withheld, and to the extent of such assignment such assignee shall have the same rights and benefits against the Borrower as it would have had if it were the Lender under this Agreement.

Section 12 Partial Invalidity.

Each of the provisions of this Agreement shall be enforceable independently of each other provision and their validity shall not be affected if any of the others are invalid. If any provision of this Agreement is illegal, invalid or unenforceable but would be legal, valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification as may be necessary to make it valid under the laws of the relevant jurisdiction.

Section 13 Amendments and Waiver.

(1) No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower or any other person from such provisions, is effective unless in writing and approved by the Lender. Any amendment, waiver or consent is effective only in the specific instance and for the specific purpose for which it was given.

(2) No failure on the part of the Lender to exercise, and no delay in exercising, any right under any of the Agreement shall operate as a waiver of such right; nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise of such right or the exercise of any other right.

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(3) Except as otherwise expressly provided in this Agreement, the representations and warranties shall not merge on and shall survive the making of the Loan and, notwithstanding the making of the Loan or any investigation made by or on behalf of any Party, shall continue in full force and effect. Nothing contained in this Agreement with respect to the indebtedness or liability of the Borrower to the Lender, nor any act or omission of the Lender with respect to this Agreement, shall in any way prejudice or affect the rights, remedies and powers of the Lender under this Agreement.

Section 14 General.

(1) Nothing in this Agreement shall be deemed to constitute a partnership or joint venture between the Parties nor constitute any Party the agent of any other Party for any purpose.

(2) Time shall be of the essence of this Agreement in all respects.

(3) This Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same agreement, and any Party (including any duly authorised representative of a Party) may enter into this Agreement by executing a counterpart. Facsimile signatures shall be valid and binding to the same extent as the original signatures.

(4) This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof.

[Remainder of page left intentionally blank]

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AS WITNESS this Agreement has been signed by the Parties (or their duly authorised representatives) on the date stated at the beginning of this Agreement.

CANADA JETLINES OPERATIONS LTD.,
as Borrower
By:	/s/ Eddy Doyle
	Authorized Signatory

GLOBAL CROSSING AIRLINES GROUP INC.,
as Lender
By:	/s/ Ryan Geopel
	Authorized Signatory

8

EX-10.28

Exhibit 10.28

EXECUTION COPY

FRAMEWORK AGREEMENT

THIS FRAMEWORK AGREEMENT (this “Agreement”) is dated and effective as of June 23, 2020 among Global Crossing Airlines, Inc., a corporation existing under the Laws of State of Delaware (“GLX”), Global Crossing Airlines Inc., a corporation existing under the Laws of the Province of British Columbia and SmartLynx Airlines Malta Limited (“SLAS”) a corporation existing under the Laws of Malta.

RECITALS

WHEREAS, Canada Jetlines Ltd., a company incorporated under the federal laws of Canada (“Jetlines”), and SLAS are parties to a subscription agreement dated May        , 2020 (the “Subscription Agreement”);

WHEREAS, GLX has entered into a Share Exchange Agreement Jetlines, pursuant to which Jetlines will acquire all of the shares of GLX in exchange for a majority of the shares in Jetlines and continue as a corporation under the laws of British Columbia. Following completion of the share exchange transaction, Jetlines will change its corporate name to “Global Crossing Airlines Inc.” (such entity following the completion of the transactions contemplated by the Share Exchange Agreement, the “Resulting Issuer”)

WHEREAS, pursuant to the Subscription Agreement, subject to certain conditions, the Resulting Issuer will issue to SLAS an aggregate of 2,000,000 Units, each consisting of one Common Share (as defined below) of the Resulting Issuer and one warrant to purchase another Common Share at US$0.50 for a period of two year from the closing of the issuance;

WHEREAS, the execution and delivery of this Agreement is a condition of the consummation of the transactions contemplated by the Subscription Agreement.

NOW THEREFORE, in consideration of the foregoing and the respective covenants and agreements of the Parties set forth in this Agreement, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE 1

DEFINITIONS

1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, including the Preamble and Recitals above, the following terms have the meanings set forth in this Section 1.1:

“ACMI Agreement” means the one or more agreements dated on or around the date hereof pursuant to which SLAS will provide ACMI services, aircraft wet leasing and/or aircraft drying leasing to the Resulting Issuer and GLX or one or more other Affiliates of the Resulting Issuer.

“Affiliate” (including, with a correlative meaning, “affiliated”) has the meaning ascribed to that term in the Securities Act.

“Agreement” has the meaning ascribed to such term in the preamble to this Agreement.

“AOC” means an air operator certificate issued by the FAA, including with respect to operating a commercial air service using Airbus A320 aircraft.

“Audit Committee” means the Audit Committee of the Resulting Issuer Board of Directors.

“Audit Committee Observer” has the meaning ascribed to such term in Section 3.2 of this Agreement.

“Beneficially Own”, “Beneficial Owner” and “Beneficial Ownership” mean, with respect to any securities, having beneficial ownership of such securities for the purposes of National Instrument 54-101 of the Canadian Securities Administrators.

“Business Day” means any day other than a Saturday, a Sunday or a day which is a statutory or civic holiday in Miami, Florida, Vancouver, British Columbia or Riga, Latvia.

“Common Shares” means collectively the common shares and variable voting shares in the capital of the Resulting Issuer.

“Confidential Information” has the meaning ascribed to such term in Section 5.8 of this Agreement.

“Contract” means any contract, agreement, instrument, undertaking, indenture, commitment, loan, license, settlement, consent, note or other legally binding obligation (whether or not in writing).

“Control Person” has the meaning ascribed to that term in the Securities Act.

“Derivative Instrument” means any and all derivative securities that increase in value as the value of any Equity Securities of the Resulting Issuer increases, including a long convertible security, a long call option and a short put option position, in each case, regardless of whether (a) such derivative security conveys any voting rights in any Equity Security, (b) such derivative security is required to be, or is capable of being, settled through delivery of any Equity Security or (c) other transactions hedge the value of such derivative security.

“Director Eligibility Requirements” has the meaning ascribed to such term in Section 3.1(a) of this Agreement.

“Dispute” has the meaning ascribed to such term in Section 5.13(a) of this Agreement.

“Equity Right” means, with respect to any Person, any security (including any debt security or hybrid debt equity security) or obligation convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, or any options, calls, warrants, restricted shares, deferred share awards, share units, “phantom” awards, dividend equivalents, participations, interests, rights or commitments relating to, or any share appreciation right or other instrument the value of which is determined in whole or in part by reference to the market price or value of, shares in the capital or earnings of such Person.

“Equity Securities” means (a) Common Shares, or other shares in the capital or equity interests of the Resulting Issuer, and (b) Equity Rights that are directly or indirectly exercisable or exchangeable for or convertible into Common Shares, or other shares in the capital or equity interests of the Resulting Issuer.

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“Governmental Authority” means any (a) nation, region, state, county, city, town, village, district or other jurisdiction, (b) federal, provincial, state, local or municipal government, whether domestic or foreign, (c) department, agency or instrumentality of a domestic or foreign government, including any state-owned or state controlled instrumentality of a domestic or foreign government, (d) governmental or quasi- governmental entity of any nature (including any governmental agency, branch, department or other entity and any court or other tribunal), (e) international or multinational organization formed by states, governments or other international organizations, or (f) other body (including any industry or self-regulating body, including the TSXV) exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police or regulatory authority or power of any nature.

“Insider” has the meaning ascribed to that term in the Securities Act.

“Insurance Coverage” has the meaning ascribed to such term in Section 3.4 of this Agreement.

“GLX” has the meaning ascribed to such term in the preamble to this Agreement.

“GLX Competitor” means those Persons identified on Schedule A to this Agreement (as supplemented from time to time pursuant to Section 2.2).

“Law” means any supranational, international, national, federal, provincial, state, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative or policy interpretation or other requirement, in each case enacted, promulgated, issued or entered by a Governmental Authority.

“Mining Subsidiaries” means Target Exploration and Mining Corp. and Crosshair Energy USA, Inc., each being a wholly owned Subsidiary of Jetlines.

“Notice” has the meaning ascribed to such term in Section 5.3 of this Agreement.

“Operating Committee” has the meaning ascribed to such term in Section 4.3 of this Agreement.

“Operating Committee Observer” has the meaning ascribed to such term in Section 4.3 of this Agreement.

“Parties” means collectively SLAS, the Resulting Issuer and GLX and “Party” means any one of them

“Person” means an individual, corporation, limited liability company, general or limited partnership, joint venture, association, trust, unincorporated organization, Governmental Authority, other entity or group.

“Related Party Agreement” has the meaning ascribed to such term in Section 4.2 of this Agreement.

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“Representatives” means, as to any Person, its Affiliates and its and their respective directors, officers, managers, employees, agents, legal counsel, accountants, financial advisors and other advisors or representatives.

“Resulting Issuer” has the meaning ascribed to such term in the recitals to this Agreement.

“Resulting Issuer Board of Directors” means the board of directors of the Resulting Issuer as constituted from time to time.

“Securities Act” means the Securities Act (British Columbia).

“Securities Laws” means the Securities Act and the applicable securities Laws of each of the other provinces and territories of Canada and the respective regulations and rules made under those securities Laws together with all applicable policy statements, instruments, notices, blanket orders and rulings of the Canadian Securities Administrators and the securities regulatory authorities of the provinces and territories of Canada.

“Services Agreement” means the services agreement dated on or around the date hereof pursuant to which SLAS will provide consulting services to the Resulting Issuer and GLX.

“Shares” means (a) the Common Shares and (b) any other Equity Securities of the Resulting Issuer held by SLAS or any of its Affiliates.

“SLAS” has the meaning ascribed to such term in the preamble to this Agreement.

“SLAS Nominee” has the meaning ascribed to such term in Section 3.1 of this Agreement.

“Subscription Agreement” has the meaning ascribed to that term in the recitals to this Agreement.

“Subsidiary” means, with respect to a specified Person, any Person of which securities or other interests having the power to elect a majority of that Person’s board of directors or similar governing body, or otherwise having the power to direct the business and policies of that other Person (other than securities or other interests having such power only upon the happening of a contingency that has not occurred) are held by the specified Person or one or more of its Subsidiaries.

“Transfer” means (i) an offer to sell, sell, assign, pledge, hypothecate, gift or otherwise transfer or dispose of in any manner whatsoever (or enter into any Contract or other obligation regarding any future offer to sell, sale, assignment, pledge, hypothecation, gift or transfer or disposition in any manner whatsoever of) Beneficial Ownership of any Shares, (ii) entering into any Derivative Instrument, hedging arrangement or other similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of any Shares, or (iii) engaging in any short selling of the Shares.

“TSXV” means the TSX Venture Exchange and any successor thereto. “

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1.2 Construction. Any reference in this Agreement to a “Section” or “Schedule” refers to the corresponding Section or Schedule of this Agreement, unless otherwise specified. The Article and Section headings are provided for convenience only and are not intended to affect the construction or interpretation of this Agreement. Words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires. The word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified. The word “or” shall not be exclusive. Where this Agreement states that a Party “shall,” “will” or “must” perform in some manner or otherwise act or omit to act, it means that the Party is legally obligated to do so in accordance with this Agreement. Any reference to a statute is deemed also to refer to any amendments or successor legislation as in effect at the relevant time. Any reference to a contract or other document as of a given date means the contract or other document as amended, supplemented and modified from time to time through such date. The terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules hereto) and not to any particular provision of this Agreement. Unless otherwise stated, all references to any agreement shall be deemed to include the exhibits, schedules and annexes to such agreement. All references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not simply mean “if.”

ARTICLE 2

TRANSFER RESTRICTIONS

2.1 Transfers. At any time that SLAS and its Affiliates collectively hold at least 10% of the issued and outstanding Common Shares (on a non- diluted basis), SLAS will provide the Resulting Issuer with reasonable notice prior any Transfer in any calendar month of an aggregate number of Shares representing more than 2% of the then issued and outstanding Common Shares (on a non-diluted basis).

If SLAS or an Affiliate desires to Transfer in any calendar month an aggregate number of Shares representing more than 5% of the then issued and outstanding Common Shares (on a non-diluted basis), the Resulting Issuer, if so requested by SLAS, will use commercially reasonably efforts to assist SLAS by seeking to implement a marketed Transfer of such Shares (which may, for greater certainty, be by way of private placement or public offering).

Nothing in this Section 2.1 shall prohibit SLAS from Transferring Shares (including Shares in excess of 10% of the then issued and outstanding Common Shares in any given month) through a non-publicized pre-arranged off-exchange block trade using a securities dealer that is acceptable to SLAS, in order to try and minimize the risk of stock exchange volatility in the Common Shares.

2.2 Prohibited Transfers.

At all times while this Agreement is in effect, SLAS agrees not to Transfer any Shares, including Beneficial Ownership of any Shares, to any GLX Competitor. The Resulting Issuer and SLAS may from time to time, acting reasonably and in good faith, agree in writing on additional Persons that are competitors of GLX to be added to the list of GLX Competitors in Schedule A and thereafter such Persons shall be deemed to be “GLX Competitors” for the purposes of this Agreement.

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Notwithstanding the foregoing, SLAS shall not be deemed to have breached its obligations under this Section 2.2 with respect to a Transfer of Shares to any Person provided that such Transfer is not specifically directed by SLAS or its Affiliates to be made to a particular counterparty or counterparties and SLAS reasonably believes, as of the date of such Transfer, that the Transfer is not or will not be to any GLX Competitor. For clarity, a Transfer of Shares at market price through the facilities of an exchange shall be deemed to not be specifically directed at a particular counterparty.

ARTICLE 3

BOARD APPOINTMENT AND VOTING RIGHTS

3.1 Board Nominee. From the date hereof, the Resulting Issuer shall; (i) use best efforts to nominate the one nominee of SLA (the “SLAS Nominee”) to the Resulting Issuer Board of Directors, (ii) recommend (in advance of each meeting of shareholders of the Resulting Issuer at which directors of the Resulting Issuer are proposed to be elected) to the Resulting Issuer’s shareholders entitled to vote on the election of directors that such shareholders vote in favour of or consent to the election of the SLAS Nominee as a director of the Resulting Issuer, and (iii) cause all properly completed proxies in respect of the election of directors received by the Resulting Issuer and naming as proxyholder a Person appointed by management of the Resulting Issuer to be voted at the relevant time in the manner specified in such proxies, in each case subject to the following terms and conditions:

(a) the SLAS Nominee must satisfy all applicable legal and regulatory requirements to be qualified to act as a director of the Resulting Issuer, including applicable requirements of the TSXV and applicable corporate Laws and Securities Laws (collectively, the “Director Eligibility Requirements”);

(b) the Resulting Issuer shall provide written notice to SLAS not less than 10 days prior to the record date for shareholders to receive notice of a shareholders meeting at which directors of the Resulting Issuer will be elected. Such notice will include a reasonably detailed request for information regarding the SLAS Nominee that is required to be included in an information circular of the Resulting Issuer, if applicable, in respect of the meeting. Within 7 days of such notice, SLAS will deliver to the Resulting Issuer in writing the name of the SLAS Nominee together with the information regarding the SLAS Nominee requested by the Resulting Issuer, if applicable, in accordance with the preceding sentence (the “Nominee Letter”). If SLAS fails to deliver the Nominee Letter to the Resulting Issuer in the time required, SLAS shall be deemed to have nominated the same SLAS Nominee that serves as a director of the Resulting Issuer at such time under this provision. SLAS shall not be required to deliver a Nominee Letter in respect of an election of the Resulting Issuer Board of Directors if the Resulting Issuer is not required by applicable Law to distribute an information circular;

(c) if, at any time (i) the SLAS Nominee is unwilling or unable to continue to serve as a nominee of SLAS or director of the Resulting Issuer, including as a result of failing to meet the Director Eligibility Requirements, (ii) the SLAS Nominee is unwilling to provide any applicable personal information form or other information as required by the TSXV or other applicable stock exchange, or (iii) SLAS determines to remove and replace the SLAS Nominee, SLAS will be entitled in its sole discretion to nominate an alternate director by notice to the Resulting Issuer. In any of the cases

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described above in this paragraph, SLAS shall use its commercially reasonable efforts to cause the SLAS Nominee to resign from the Resulting Issuer Board of Directors, as promptly as practicable and, following such resignation, provided that such alternate director nominee meets the Director Eligibility Requirements, the Resulting Issuer Board of Directors shall, subject to applicable Laws regarding the appointment of directors between shareholder meetings, shall cause such alternate director nominee to be appointed to the Resulting Issuer Board of Directors as promptly as reasonably practicable, and in any event within 30 days following the resignation of the SLAS Nominee;

(d) SLAS shall use its commercially reasonable efforts to cause the SLAS Nominee to provide his or her consent to act as a director of the Resulting Issuer effective at the time of his or her election to the Resulting Issuer Board of Directors;

(e) SLAS agrees to advise the SLAS Nominee that he or she shall be required at all times to act in accordance with his or her statutory, fiduciary and other duties and his or her obligations under law and shall not act on the interests or wishes of SLAS at the expense of the other shareholders of the Resulting Issuer; and

(f) the SLAS Nominee shall be entitled to any remuneration payable by the Resulting Issuer to its non-executive directors (including any fees, options or other form of remuneration).

As soon as reasonably practicable, and in any event within the later of 30 days following the date of this Agreement and the date TSXV approval is received for the SLAS Nominee, the SLAS Nominee shall be appointed to the Resulting Issuer Board of Directors. In the event the SLAS Nominee is not elected at any meeting of the shareholders of the Resulting Issuer, SLAS shall be entitled to nominate a replacement person as the SLAS Nominee and the Resulting Issuer shall use commercially reasonable efforts to have such person appointed to the Resulting Issuer Board of Directors as soon as possible. SLAS’s right to designate the SLAS Nominee shall expire upon the termination of this Agreement at which time SLAS shall, if requested by the Resulting Issuer, cause the SLAS Nominee to resign from the Resulting Issuer Board of Directors.

3.2 Audit Committee: SmartLynx shall be entitled to appoint an observer (the “Audit Committee Observer”) to attend Audit Committee meetings of the Resulting Issuer. The Audit Committee Observer will be permitted to receive all documents provided to the Audit Committee, be present at meetings, ask questions, provide suggestions and receive reasonable additional financial information from the Resulting Issuer.

Subject to any required approvals from the Department of Transportation, if SLAS at any time holds 10% or more of the outstanding Common Shares of the Resulting Issuer, the SLAS Nominee shall be entitled to be appointed to the Audit Committee, until such time as SLAS ceases to hold 10% of the outstanding Common Shares of the Resulting Issuer.

3.3 Documentation and Participation by Electronic Means. Upon the request of the SLAS Nominee, at any meeting of the the Resulting Issuer Board of Directors or any applicable committee of the Resulting Issuer Board of Directors, the SLAS Nominee will be entitled to participate by telephone, video conference or any other similar means of audio or audiovisual communication, subject to the requirements of applicable Law. The Resulting Issuer

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shall organize any meeting of the Resulting Issuer Board of Directors, or any applicable committee so as to enable the meaningful participation of all members and if required, the Resulting Issuer shall use efforts to amend any constating documents or corporate policies to permit the electronic participation contemplated in this Section 3.4. The Resulting Issuer agrees to provide to the SLAS Nominee all documents, materials and information as are provided to the other directors on the Resulting Issuer Board of Directors, as well as such additional materials, documents and information as reasonably requested. All documents, materials and information will be made available to the SLAS Nominee in electronic format or in such other format as requested by SLAS Nominee. To the extent that the SLAS Nominee is required to attend in person at any meetings of the Resulting Issuer Board of Directors or any applicable committee, the Resulting Issuer shall reimburse the SLAS Nominee or SLAS for any expenses incurred in order to attend.

3.4 Indemnity; Director’s and Officer’s Insurance. The Resulting Issuer agrees to indemnify and hold harmless, to the fullest extent permitted by applicable law and the Resulting Issuer’s constating documents, the SLAS Nominee from any claims (including any legal fees and expenses required to defend any such claims) suffered by the SLAS Nominee as a result of its position as a director of the Resulting Issuer (except to the extent such claim is found by a final order of a court of competent jurisdiction to have resulted from the SLAS Nominee’s gross negligence or willful misconduct). The Resulting Issuer shall execute customary indemnity agreements or other reasonable documentation required by SLAS to evidence the foregoing. In addition, the Resulting Issuer will purchase and maintain (the “Insurance Coverage”) (i) directors’ and officers’ liability insurance in an amount not less than and on terms not less advantageous to the directors and officers than the amount and terms contained in the directors’ and officers’ insurance in place for the Resulting Issuer as of the date hereof, which in any event shall be not less than other similar issuers operating in similar industries; and (ii) general commercial liability insurance extending to employees, consultants and contractors of the Resulting Issuer and GLX in amounts determined reasonable by the Resulting Issuer Board of Directors, as applicable. The Resulting Issuer agrees that the SLAS Nominee will be covered under the Insurance Coverage in (i) above and that the Audit Observer and the Operating Observer will be covered under the Insurance Coverage in (ii) above and that the Resulting Issuer shall execute and deliver to the SLAS Nominee standard form indemnification agreements in the form currently in place for other directors and officers of the Resulting Issuer.

3.5 Voting Rights.

SLAS and their respective Affiliates shall be free to vote their Shares at their discretion at any annual general or special meeting of GLX, but agree that until the conclusion of the 2022 annual general and special meeting of GLX, SLAS will not, without GLX’s prior written consent, publicly announce any intention to vote against or withhold from voting, as the case may be, on any matter publicly recommend by the GLX Board of Directors in respect of: (i) the election of those persons nominated and publicly recommended to serve as directors of GLX and (ii) any other action, proposal or matter to be voted on by the shareholders of GLX (including through action by written consent).

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ARTICLE 4

OBSERVER RIGHT, CONSENT RIGHTS, AND COVENANTS

4.1 Related Party Agreements

From the date hereof until 18 months from the date hereof, the Resulting Issuer and GLX shall not (1) enter into any new consultancy, services or other agreements with any Insiders, Control Persons or direct or indirect Affiliates (including through shareholders who are Affiliates) (each a “Related Party Agreement”) where the foreseeable expenditure by the Resulting Issuer or GLX under the Related Party Agreement would exceed US$2,100,000 per calendar year; (2) make aggregate payments under any Related Party Agreements (whether existing as of the date hereof or subsequently entered into), in excess of US$2,100,000 in a calendar year or (3) take any action with respect to a Related Party Agreement or proposed Related Party Agreement that is not incompliance with applicable Law (including any Securities Laws approvals required). The restrictions herein shall not apply to (i) the Services Agreement, the ACMI Agreement or any aircraft lease agreement to which SLAS is a party; or (ii) agreements with any Persons who become Insiders, Control Persons or Affiliates after the date of this Agreement and that hold at least 15% of the Common Shares of the Resulting Issuer, provided such agreements have received the approval by the disinterested members of the Resulting Issuer Board of Directors, , and the Resulting Issuer otherwise maintains proper procedures, rules and safeguards in respect of the approval and maintenance of such agreements. Notwithstanding the foregoing, any employment agreements or consulting agreements with Insiders to provide personal services in the nature of employment services and any compensation awarded to Insiders in connection with such employment or consulting role, shall not be considered Related Party Agreements for the purposes of this Section 4.1.

4.2 Mining Subsidiaries

Without the prior written consent of SLAS, the Mining Subsidiaries will not carry on any business, operations or activity of any kind other than holding title to certain mineral interests.

4.3 Operating Committee

GLX will form an operating committee (the “Operating Committee”) consisting initially of the COO/VP-Ops, VP-Tech Ops and Chief Safety Officer. SLAS shall be entitled to nominate a representative to participate in meetings of the Operating Committee as an observer/advisor and receive meeting materials (the “Operating Committee Observer”). Any attendance in person at Operating Committee meetings by the representative shall be at SLAS expense. GLX shall organize any meeting of the Operating Committee so as to enable the meaningful participation of the Operating Committee Observer. GLX agrees to provide to the Operating Committee Observer all documents, materials and information as are provided to the other members of the Operating Committee, as well as such additional materials, documents and information as reasonably requested. All documents, materials and information will be made available to the Operating Committee Observer in electronic format or in such other format as requested by the Operating Committee Observer. If the Operating Committee Observer attends any meetings of the Operating Committee in person, any related travel or other expenses will be for the account of SLAS and not GLX.

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4.4 Additional Earned Shares

SLAS can “earn” additional Shares in the Resulting Issuer in exchange for documented cash savings realized by GLX at a deemed price of US$0.50 per Share up to a maximum of US$1,500,000 or 3,000,000 Shares.

Cash savings shall be determined by comparing any favorable variance to a budgeted expense of GLX (with such budgeted expense to be determined prior to any impact of SLAS cost-savings). The amount of any such favorable variance shall be deemed to be the amount of the cash savings to GLX at the time the impact to the expense is accrued or realized. For clarity, cost savings shall be determined on an item by item basis, but shall be settled with Shares not more than once per month. Where it is not possible to measure cost-savings as a direct variance to budgeted expenses, the Parties shall negotiate in good faith to determine the quantum of any cost-saving. An initial budget of expenses is attached as Schedule B to this Agreement (the “Initial Budget”).

Within 3 months following the execution of this Agreement, the Parties shall meet to determine potential areas for cost-savings and work together to update the Initial Budget as it relates to potential cost-savings, which updated budget will serve as a basis for determining the amount of any favorable variances pursuant to the foregoing paragraph. If the Parties fail to update the Initial Budget, the Initial Budget will serve as the basis for determining the amount of any favorable variances.

GLX and the Resulting Issuer shall, upon request by SLAS, provide SLAS with reasonable documentation supporting the determination of any budgeted amounts, the amount of actual expenses realized and the amount of any favorable variances to budgeted amounts, and shall, not more than once per calendar year, allow SLAS, at its own expense, to audit GLX and the Resulting Issuer’s books and records for determining compliance with this Section 4.4. If any cost-savings amount are determined as a result of such audit to have been understated by more than 10%, GLX and the Resulting Issuer shall reimburse SLAS for its expenses related to the audit.

Each party agrees to execute all such reasonable documentation required by Law or stock exchange rules in connection with the issuance of any Shares pursuant to this Section 4.4.

4.5 GLX and Other Subsidiaries

GLX shall not, and the Resulting Issuer shall cause GLX and each other direct or indirect subsidiary of the Resulting Issuer to not, issue any equity securities to an entity other than the Resulting Issuer (or in the event of any indirect subsidiary, to its direct parent).

The Resulting Issuer shall at all times remain the sole shareholder of GLX and any other Affiliate of the Resulting Issuer (excluding SLAS) that holds an AOC.

To the extent that GLX or any direct or indirect subsidiary of the Resulting Issuer constitutes a board of directors or any committees thereof, SLAS shall have the same rights to appoint a nominee or an observer as it has in respect of the Resulting Issuer.

GLX shall not, and the Resulting Issuer shall cause GLX and each other direct or indirect subsidiary of the Resulting Issuer not to, take any actions which would have the effect of circumventing any of the provisions of this Agreement that are applicable to the Resulting Issuer.

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ARTICLE 5

MISCELLANEOUS.

5.1 Costs, Fees and Expenses. Each Party shall pay its own direct and indirect costs, fees and expenses incurred by it in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated by this Agreement, including all costs, fees and expenses of its Representatives.

5.2 Term and Termination.

(a) This Agreement shall terminate, and all rights and obligations hereunder shall cease upon the occurrence of:

(i) the date on which SLAS ceases to own at least 1,000,000 Shares (subject to recalculation for any share split, reverse share split, share dividend or other recapitalization of the Resulting Issuer);

(ii) 30 days following delivery by SLAS to the Resulting Issuer and GLX of a notice of termination;

(iii) a material breach of any term or representation or warranty contained in this Agreement by SLAS, on the one hand, or the Resulting Issuer or GLX, on the other hand, which the defaulting party has failed to cure within 30 days of receiving written notice of such breach; or

(iv) a default under the terms of the Services Agreement or the ACMI Agreement by SLAS, on the one hand, or GLX, on the other hand, which default has permitted the non-defaulting party to terminate such agreement and such non-defaulting party has actually terminated such other agreement.

(b) The termination of this Agreement shall not relieve any of the parties of their respective obligations or rights accrued up to and including the date of such termination. All terms set out under this Section 5.2, Article 1 and Article 5 of this Agreement shall survive the termination or expiration of this Agreement. The termination of this Agreement shall not result in the termination of any other Agreement among SLAS, on one hand, and GLX or the Resulting Issuer, on the other hand, including the Services Agreement, the ACMI Agreement, or any aircraft lease agreement, which shall continue until terminated in accordance with their terms.

5.3 Notices. Any notice, demand or other communication to be given or made under this Agreement (a “Notice”) shall be in writing and shall be sufficiently given or made if:

(a) delivered in person (including by commercial courier) during a Business Day and left with a receptionist or other responsible employee of the relevant party at the applicable address set forth below;

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(b) sent by registered mail to the applicable address set forth below; or

(c) sent by electronic transmission;

(i) in the case of Notice to the Resulting Issuer or GLX at:

Global Crossing Airlines

Building 5A • 4200 NW 36th Street •

MIA Int’l Airport, Miami, FL 33166

Attention:                Chief Executive Officer

Email:                      ed.wegel@globalairlinesgroup.com

(ii) in the case of Notice to SLAS at:

SmartLynx Airlines Malta Limited

Nu Bis Centre, Trig II-Mosta, hal Lija, LJA 9012

Malta

Attention:                Chief Executive Officer

Email:                       Zygimantas.Surintas@smartlynx.aero

Each Notice sent in accordance with this Section 7.4 shall be deemed to have been received:

(a) if delivered in person, on the day it was delivered;

(b) on the third Business Day after it was mailed (excluding each Business Day during which there existed any general or rotating interruption of postal services due to strike, lockout or other cause); or

(c) on the same Business Day that it was sent by electronic transmission, or on the first Business Day thereafter if the day on which it was sent by electronic transmission was not a Business Day.

Any Party may, by delivery of written notice to the other Parties, change the address to which such notices and other communications are to be given in connection with this Agreement provided such notice is received by the other Party at least three Business Days prior to the relevant notice being dispatched.

5.4 Counterparts; Entire Agreement; Corporate Power; Facsimile Signatures. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement. This Agreement and the Schedules hereto contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the Parties other than those set forth or referred to herein or therein.

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Each Party acknowledges that it and the other Parties may execute this Agreement by manual, stamp or mechanical signature, and that delivery of an executed counterpart of a signature page to this Agreement (whether executed by manual, stamp or mechanical signature) by facsimile or by email in portable document format (PDF) or other electronic format shall be effective as delivery of such executed counterpart of this Agreement. Each Party expressly adopts and confirms a stamp or mechanical signature (regardless of whether delivered in person, by mail, by courier, by facsimile or by email in portable document format (PDF)) or other electronic format made in its respective name as if it were a manual signature delivered in person, agrees that it shall not assert that any such signature or delivery is not adequate to bind such Party to the same extent as if it were signed manually and delivered in person and agrees that, at the reasonable request of the other Party at any time, it shall as promptly as reasonably practicable cause this Agreement to be manually executed (any such execution to be as of the date of the initial date thereof) and delivered in person, by mail or by courier.

5.5 Resulting Issuer Representations and Warranties. The representations and warranties of the Resulting Issuer set out in Section 6 of the Subscription Agreement are hereby incorporated by reference and form part of this Agreement and the Resulting Issuer and GLX each agrees that the representations and warranties are true and correct as of the date hereof (unless made as of a specified date, in which case they shall be true and correct as of such specified date) with the same force and effect as if they had been made by the Resulting Issuer at the date hereof and shall continue in full force and effect for a period of three years following the date hereof.

5.6 Amendments and Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed by each of the Parties. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair the exercise of any such right.

5.7 Successors and Assigns.

(a) Subject to clause (b) and (c) below, this Agreement shall be binding upon the Parties and their respective successors and assigns and shall inure to the benefit of the Parties and their respective successors and permitted assigns.

(b) Neither the Resulting Issuer nor GLX may assign or delegate this Agreement or any rights or obligations hereunder without the prior written consent of SLAS.

(c) SLAS may not assign or delegate this Agreement or any rights or obligations hereunder without the prior written consent of GLX and the Resulting Issuer.

5.8 Confidentiality.

(a) Each Party hereby agrees that it and its Representatives shall keep the other Party’s Confidential Information confidential and shall not disclose such Confidential Information; provided that (i) a Party may disclose that portion of the other Party’s Confidential Information as to which the other Party has given its prior written

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consent for such disclosure, (ii) a Party may disclose the other Party’s Confidential Information to its Representatives who (A) reasonably need to know such information in connection with preparing or otherwise assisting in the preparation of such Party’s financial statements or to comply with its reporting, filing, tax and accounting obligations under applicable Law, (B) have been informed of the confidential nature of such information and directed to treat such information confidentially, (C) are subject to confidentiality obligations under existing agreements, applicable Law or professional standards; and (iii) SLAS may disclose such Confidential Information as is required to enable it to fulfil its obligations under the Services Agreement, the ACMI Agreement or any aircraft lease agreement to which it is party.

(b) Each Party shall, and shall instruct its Representatives who are informed of the matters that are the subject of this Agreement to, comply with the restrictions imposed by Securities Laws on the purchase or sale of securities by any Person who has received material, non-public information from the issuer of such securities and on the communication or “tipping” of such information to any other person.

(c) In the event that a Party or its Representatives are requested or required by any applicable Law or stock exchange listing requirement (including oral questions, depositions, interrogatories, requests for information or documents, subpoena, civil investigative demand or other similar process) to disclose any of the other Party’s Confidential Information, the Party requested or required to make the disclosure shall, to the extent practicable and permitted by applicable Law, provide the other Party with prompt notice of any such request or requirement so that the other Party (at the other Party’s sole expense) may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 5.8. If, in the absence of a protective order or other remedy or the receipt of a waiver from such other Party, the Party requested or required to make the disclosure or any of its Representatives are, nonetheless, on the advice of counsel, legally compelled to disclose the other Party’s Confidential Information, the Party requested or required to make the disclosure or its Representative may disclose only that portion of the other Party’s Confidential Information which such counsel advises is legally required to be disclosed, provided that the Party requested or required to make the disclosure exercises, to the extent practicable and permitted by applicable Law, its reasonable efforts to preserve the confidentiality of the other Party’s Confidential Information, including by cooperating with the other Party (at the other Party’s sole expense) to obtain an appropriate protective order or other reliable assurance that confidential treatment shall be afforded the other Party’s Confidential Information.

(d) As used in this Agreement, the term “Confidential Information” means, with respect to a Party: (i) all non-public information, whether in written, verbal, graphic, electronic or any other form, concerning or relating to such Party or its Representatives and their businesses that is furnished by or on behalf of such Party or its Representatives at any time from and after the date hereof in connection with the performance by such Party under this Agreement and (ii) all notes, memoranda, analyses, compilations, studies, forecasts, reports, samples, data, statistics, summaries, interpretations or other documents prepared by or on behalf of the receiving Party or its Representatives that contain, reflect or are based upon, in whole or in part, the information described in clause (i) above; provided that the term “Confidential Information” does not include information that (A) is or becomes generally available to the public other than as a result of breach of this Section 5.8 by

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the receiving Party or its Representatives, (B) was within the receiving Party’s possession prior to its being furnished to the receiving Party by or on behalf of the disclosing Party or its Representatives, provided that the receiving Party reasonably believes that the source of such information was not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality with respect to such information, (C) is or becomes available to the receiving Party on a non-confidential basis from a source other than the disclosing Party or any of its Representatives, provided that the receiving Party reasonably believes that such source was not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality with respect to such information, (D) is independently developed by the receiving Party without use of Confidential Information, as evidenced by its written records, or (E) is disclosed by the receiving Party or its Representatives with the disclosing Party’s prior written approval.

5.9 Disclosure. The Resulting Issuer may issue a press release as soon as practicable after the signing of this Agreement, which press release shall be satisfactory in form and substance to the SLAS, acting reasonably and in a timely manner having regards to the Resulting Issuer’s obligations under applicable Securities Laws. Where required by applicable Securities Laws, the Resulting Issuer shall file or cause to be filed in accordance therewith, a copy of the press release and a material change report in respect of the the terms and conditions of this Agreement and the Subscription Agreement with the applicable securities regulatory authorities and stock exchanges. Any press release or other public disclosure document issued or made by SLAS after the signing of this Agreement in respect of this Agreement shall be satisfactory in form and substance to the Resulting Issuer, acting reasonably.

5.10 Severability. In the event that any one or more of the terms or provisions of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement, or the application of such term or provision to Persons or circumstances or in jurisdictions other than those as to which it has been determined to be invalid, illegal or unenforceable, and the Parties shall use their commercially reasonable efforts to substitute one or more valid, legal and enforceable terms or provisions into this Agreement which, insofar as practicable, implement the purposes and intent of the Parties. Any term or provision of this Agreement held invalid or unenforceable only in part, degree or within certain jurisdictions shall remain in full force and effect to the extent not held invalid or unenforceable to the extent consistent with the intent of the Parties as reflected by this Agreement. To the extent permitted by applicable Law, each Party waives any term or provision of Law which renders any term or provision of this Agreement to be invalid, illegal or unenforceable in any respect.

5.11 Business Days. If the last or appointed day for the taking of any action or the expiration of any right required or granted in this Agreement is not a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

5.12 Governing Law. This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws in force in the province of British Columbia (excluding any rule or principle of the conflict of laws which might refer such interpretation to the laws of another jurisdiction).

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5.13 Dispute Resolution

a) All disputes (each a “Dispute”) arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with the said Rules. The parties agree, pursuant to Article 30(2)(b) of the Rules of Arbitration of the International Chamber of Commerce, that the Expedited Procedure Rules shall apply, provided the amount in dispute does not exceed US $1,000,000 at the time of the communication referred to in Article 1(3) of the Expedited Procedure Rules. The seat and the place of the arbitration shall be New York City, New York. The language of the arbitration will be English. The law of the province of British Columbia shall be applicable to the dispute.

b) Any Dispute will be heard by three arbitrators and the Arbitration Parties must attempt to agree upon qualified individuals to serve as arbitrators. If the Arbitration Parties are unable to so agree within twenty (20) Business Days of the first attempt by the Arbitration Parties to select the arbitrator, then the arbitrators will be selected and appointed in accordance with the ICC Rules. Each arbitrator must be a senior practicing lawyer and a disinterested person who has no connection with any party or the performance of this Agreement and must be qualified by education, training and experience to hear and determine matters in the nature of the Dispute.

c) The arbitrators may determine all questions of law and jurisdiction (including questions as to whether or not a Dispute is arbitrable) and all matters of procedure relating to the arbitration. Any award or determination of the arbitrators will be final and binding upon the parties in respect of all matters relating to the arbitration, the procedure, the conduct of the parties during the proceedings and the final determination of the issues in the arbitration.

d) No arbitration proceeding may be commenced under this section unless commenced within the time period permitted for actions by the applicable statute of limitations.

e) All papers, notices or process pertaining to an arbitration under this Agreement may be served on an Arbitration Party in accordance with Section 5.4.

f) All arbitral proceedings will be private and confidential and may be attended only by the arbitrator, the parties and their representatives, and witnesses to the extent they are testifying in the proceedings. The parties must treat as Confidential Information, in accordance with the provisions of Section 5.8, the existence of the arbitral proceedings, written notices, pleadings and correspondence in relation to the arbitration, reports, summaries, witness statements, memorials, briefs and other documents prepared in respect of the arbitration, contemporaneous or historical documents exchanged or produced for the purposes of the arbitration, and the contents of any award or determination made in respect of the arbitration. Notwithstanding the foregoing, a party may disclose such Confidential Information in judicial proceedings to enforce an award or determination as permitted under this section.

5.14 Enforcement. The Parties acknowledge and agree that irreparable damage would occur in the event that any provision of this Agreement was not performed in accordance with its specific terms or was otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the Parties shall be entitled to equitable relief including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions hereof,

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without proof of actual damages (and each Party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at Law or in equity. The Parties further agree not to assert that a remedy of specific performance is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for such breach.

5.15 No Partnership. Nothing contained in this Agreement (and no action taken by a Party pursuant to its terms) is to be construed as creating a partnership or agency relationship between any of the Parties.

5.16 Currency. Except as otherwise stated, all dollar amounts herein are expressed in US dollars.

5.17 Survival. The following sections of this Agreement shall survive any termination of this Agreement and remain in full force and effect: Article 1 and Article 5.

[Signature pages follow.]

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first above written.

Global Crossing Airlines, Inc.
By:	/s/ Ryan Goepel
	Name: Ryan Goepel
	Title: Chief Financial Officer

Global Crossing Airlines Inc.
By:	/s/ Ryan Goepel
	Name: Ryan Goepel
	Title: Chief Financial Officer

SMARTLYNX AIRLINES MALTA LIMITED
By:	/s/ Zygimantas Surintas
	Name: Zygimantas Surintas
	Title: CEO

Schedule A

GLX COMPETITORS

Iaer

Schedule B

INITIAL BUDGET

Income Statement, Global Airways

	2020			2021			2022			2023			2024
REVENUE
REVENUE, TOTAL		1,476,000			38,627,500			76,771,500			96,198,000			97,132,500
COST OF SALES
Salaries & Benefits, Crew		982,483			8,104,817			15,122,883			17,342,000			17,342,000
Crew Costs, Flight Ops		148,000			1,136,000			2,116,000			2,400,000			2,400,000
Training Costs		366,167			1,520,500			1,499,333			780,000			780,000
Part 380 Cost		—			1,584,531			8,037,703			9,470,733			9,520,952
Aircraft Rent		825,000			8,910,000			17,160,000			19,800,000			19,800,000
Maintenance		639,542			8,142,727			15,270,679			17,643,718			17,780,502
Airport		15,000			162,000			312,000			360,000			360,000
Insurance		300,000			2,730,000			3,240,000			3,240,000			3,240,000
COST OF SALES, TOTAL		3,276,192			32,290,574			62,758,599			71,036,451			71,223,454
GROSS MARGIN		(1,800,192	)		6,336,926			14,012,901			25,161,549			25,909,046
SG&A
Salaries & Benefits, Non-Crew		2,499,757			5,363,600			6,568,455			6,858,830			6,858,830
Office Expenses		282,700			423,300			431,050			403,800			403,800
Other Expenses		1,108,000			1,773,688			2,727,288			3,212,950			3,236,313
SG&A, TOTAL		4,040,457			7,560,588			9,726,793			10,475,580			10,498,943
COS and SG&A, TOTAL		7,316,648			39,851,162			72,485,392			81,512,031			81,722,397
EBITDA		(5,840,648	)		(1,223,662	)		4,286,108			14,685,969			15,410,103
EBITDAR		(5,015,648	)		7,686,338			21,446,108			34,485,969			35,210,103
DEPRECIATION & AMORTIZATION
D&A, TOTAL		46,875			179,167			238,542			263,542			288,542
EBIT		(5,887,523	)		(1,402,828	)		4,047,567			14,422,427			15,121,562
TAX EXPENSE
Tax Expense		—			—			1,011,892			3,605,607			3,780,390
NET INCOME/LOSS		(5,887,523	)		(1,402,828	)		5,059,458			18,028,034			18,901,952
EBTIDA Margin		-395.7	%		-3.2	%		5.6	%		15.3	%		15.9	%

Version: GlobalXModel-Framework Agreement 6/16/2020

EX-10.29

Exhibit 10.29

JOINT VENTURE AGREEMENT

THIS JOINT VENTURE AGREEMENT (the “Agreement”) made and entered into this 9th day of September, 2020 (the “Execution Date”),

BETWEEN:

KD Holdings LLC of 1390 Gulf Blvd PH5 Clearwater Beach Florida 33767, and

Global Crossing Airlines LLC of 4200 NW 36^th St, Miami, Fl, 33166

(individually the “Member” and collectively the “Members”).

BACKGROUND:

A. The Members wish to enter into an association of mutual benefit and agree to jointly invest and set up a joint venture enterprise.

B. This Agreement sets out the terms and conditions governing this association.

IN CONSIDERATION OF and as a condition of the Members entering into this Agreement and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the Members agree as follows:

Formation

1. By this Agreement the Members enter into a joint venture (the “Venture”) in the form of a general partnership in accordance with the laws of State of Florida.

Name

2. The business name of the Venture will be GlobalX Ground Team.

Purpose

3. The exclusive purpose of the Venture (the “Purpose”) will be Joint Partnership on Ground Handling.

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Term

4. The duration of this Venture (the “Term”) will begin on August 31, 2020 and continue in full force and effect until the occurrence of the following event:

• Upon either party selling their 50% stake in the business.

• Any sale of any stake in the business shall require the written consent of all members

• All members will have a right of first refusal, with the ability to match, the sale of any interest by the other members.

5. The Term may be extended with the unanimous consent of all Members.

Place of Business

6. The principal office of the business of the Venture will be located at 4200 NW 36^th St. Miami, Fl 33166 or such other place as the Members may from time to time designate.

Business Management

7. The Venture will be directed, controlled and managed by a management committee (the “Management Committee”). Within the limits of the Purpose of the Venture and the terms of this Agreement, the Management Committee will have full authority to bind the Members in all matters relating to the direction, control and management of the Venture. Authority to bind the Venture in contract or in any third party business relation lies exclusively with the Management Committee, or its delegate.

8. The Management Committee will consist of one representative (the “Representative”) for each Member unless otherwise agreed by all the Members. Each Representative will have the authority to bind their respective Member in decisions relating to the Venture. Each Member may replace its Representative or appoint a temporary alternate at its own discretion on reasonable notice to the remaining Members.

9. All actions and decisions respecting the appointment of an accounting firm for the Venture require the consent and agreement of a majority of the Management Committee.

10. A manager or managers may be appointed by the Management Committee where necessary or desirable. Duties of the managers will be determined by the Management Committee.

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Management Duties

11. Except as otherwise specified in this agreement, the duties and obligations of the Management Committee in relation to the Venture will include the following:

a. managing the day to day business of the Venture;

b. monitoring, controlling and directing the financial, business and operational affairs of the Venture;

c. proper maintenance of books of account and financial records according to accepted accounting practices;

d. monitoring, analyzing and acting on all issues over which it would have express or implied authority according to this Agreement; and

e. all responsibilities attached to hiring of production and administration staff including any required labour negotiations, and all responsibilities attached to hiring of third party contractors.

Member Duties

12. Each Member will be responsible for its respective duties as follows:

Member	Duties Description
KD Holdings LLC	KD Holdings will help run the day to day operation of the ground handling division.
Global Crossing Airlines LLC	Global Crossing Airlines will provide assistance and guidance to the operation

13. Duties of Members may be amended, from time to time, by decision of the Members, provided that the Members’ interests are not affected except with the unanimous consent of the Members.

Page 3 of 14

Capital Contributions

14. Each of the Members has contributed to the capital of the Venture, in cash or property in agreed upon value, as follows (the “Capital Contribution”):

Member	Contribution Description	Agreed Value
KD Holdings LLC	KD Holdings will supply ground equipment that will be split 50/50 by both parties on an agreed mutual date after start up	$350,000.00 USD
Global Crossing Airlines LLC	Global Crossing Airlines will provide working capital	$350,000.00 USD

15. All Members will contribute their respective Capital Contributions fully and on time.

Withdrawal of Capital

16. No Member will have the right to demand or withdraw any portion of their capital contribution without the express written consent of the remaining Members.

17. The Members will not be personally liable for the return of all or part of the Capital Contributions of a Member, except as otherwise provided in this Agreement.

Additional Capital

18. Capital Contributions may be amended from time to time, according to the requirements of the Venture, by decision of the Members as recommended by the Management Committee. Where Members’ interests are affected, additional capital contributions (the “Additional Capital Contributions”) must have the unanimous consent of the Members.

19. Any advance of money to the Venture by any Member in excess of the amounts provided for in this Agreement or subsequently agreed to as an Additional Capital Contribution will be deemed a debt due from the Venture rather than an increase in Capital Contribution of the Member. This liability will be repaid with interest at such rates and times to be determined by a majority of the Members. This liability will not entitle the lending Member to any increased share of the Venture’s profits nor to a greater voting power. Such debts may have preference or priority over any other payments to Members as may be determined by a majority of the Members.

Page 4 of 14

Capital Accounts

20. An individual capital account will be maintained for each Member and their initial Capital Contribution will be credited to this account. Any additional, approved contributions to the Venture’s capital made by a Member will be credited to that Member’s individual Capital Account.

Interest on Capital

21. No borrowing charge or loan interest will be due or payable to any Member on any Capital Contribution or on their Capital Account despite any disproportion that may from time to time arise among the Capital Accounts of the Members.

Profit and Loss

22. Subject to the other provisions of this Agreement, the net profits and losses of the Venture, for both accounting and tax purposes, will be distributed equally between the Members.

23. Before any profits from the current year can be distributed to the Members, all losses from previous years must be resolved.

Books of Account

24. Accurate and complete books of account of the transactions of the Venture will be kept in accordance with generally accepted accounting principles (GAAP) and at all reasonable times will be available and open to inspection and examination by any Member. The books and records of the Venture will reflect all the Venture’s transactions and will be appropriate and adequate for the business conducted by the Venture.

Banking and Venture Funds

25. The funds of the Venture will be placed in such investments and banking accounts as will be designated by the Members. Venture funds will be held in the name of the Venture and will not be commingled with those of any other person or entity.

Page 5 of 14

Contract Binding Authority

26. No individual Member or group of Members will have any right or authority to act for or bind the Venture in contract or any manner whatsoever without the unanimous written consent of the Members.

Member Meetings

27. Regular Member meetings will be held only as required. Minutes of the meetings will be maintained on file.

28. Any Member can call a special meeting to resolve urgent issues that require a vote and that cannot wait for the next regularly scheduled meeting. When calling a special meeting, all Members must be provided with reasonable notice. Where a special meeting has been called, the meeting will be restricted to the specific purpose for which the meeting was called.

29. All meetings will be held at a time and in a location that is reasonable, convenient and practical considering the situation of all Members.

30. Any vote required by the Members will be determined such that each Member receives one vote carrying equal weight.

Amendments

31. This Agreement may be amended only with the unanimous consent of all Members.

Admitting a new Member

32. New Members may be admitted into the Venture only with the unanimous consent of the existing Members. The new Member agrees to be bound by all the covenants, terms, and conditions of this Agreement, inclusive of all current and future amendments. Further, a new Member will execute such documents as are needed or required for this admission. Any new Member will receive a business interest in the Venture as determined by all other Members.

Dissociation of a Member

33. Where a Member is in breach of this Agreement and that Member has not remedied the breach on notice from the Venture and after a reasonable period then the remaining Members will have the right to terminate this Agreement with regard to that individual defaulting Member (an “Involuntary Withdrawal”) and take whatever action necessary to protect the interests of the Venture.

Page 6 of 14

34. If the Venture is harmed as the result of an individual Member’s action or failure to act, then that individual Member will be liable for that harm. If more than one Member is at fault then they will be jointly and severally liable for that harm.

35. Each Member will indemnify the remaining Members against all losses, costs and claims that may arise in the event of the Venture being terminated as a result of breach of the Agreement by that Member.

36. If a Member is placed in bankruptcy, or withdraws voluntarily from the Venture, or if there is an Operation of Law against a Member, the other Members will be entitled to proceed as if the Member had breached this Agreement.

37. Distribution of any amount owing to a dissociated Member will be made according to the percentage of ownership as described in the Valuation of Interest or as otherwise may be agreed in writing.

Dissolution of the Joint Venture

38. The Venture will be dissolved and its assets liquidated in the event of any of the following:

a. the Term expires and is not extended;

b. a unanimous vote by the Members to dissolve the Venture;

c. on satisfaction of the Purpose;

d. loss or incapacity through any means of substantially all of the Venture’s assets; or

e. where only one Member remains.

Liquidation

39. On dissolution, the Venture will be liquidated promptly and within a reasonable time.

Page 7 of 14

40. On the liquidation of the Venture assets, distribution of any amounts to Members will be made in proportion to their respective capital accounts or as otherwise may be agreed in writing.

Valuation of Interest

41. In the absence of a written agreement setting a value, the value of the Venture will be determined based on the fair market value appraisal of all Venture assets (less liabilities) in accordance with generally accepted accounting principles (GAAP) by an independent accounting firm agreed to by all Members. An appraiser will be appointed within a reasonable period of the date of withdrawal or dissolution. The results of the appraisal will be binding on all Members. A withdrawing Member’s interest will be based on the proportion of their respective capital account less any outstanding liabilities a Member may have to the Venture. The intent of this section is to ensure the survival of the Venture despite the withdrawal of any individual Member.

42. No allowance will be made for goodwill, trade name, patents or other intangible assets, except where those assets have been reflected on the Venture books immediately prior to valuation.

Transfer of Member Interest

43. The rights and obligations of a Member are not unique to this Venture and may be assigned without the consent of the remaining Members.

Management Voting

44. Any management vote required will be determined such that each Representative receives one vote carrying equal weight unless otherwise agreed by all the Members.

Force Majeure

45. A Member will be free of liability to the Venture where the Member is prevented from executing their obligations under this Agreement in whole or in part due to force majeure where the Member has communicated the circumstance of that event to any and all other Members and taken any and all appropriate action to mitigate that event. Force majeure will include, but not be limited to, earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event.

Page 8 of 14

Duty of Loyalty

46. Provided a Member has the consent of the majority of the other Members, the Members to this Agreement and their respective affiliates may have interests in businesses other than the Venture. Neither the Venture nor any other Member will have any rights to the assets, income or profits of any such business, venture or transaction. Any and all businesses, ventures or transactions with any appearance of conflict of interest must be fully disclosed to all other Members. Failure to disclose any potential conflicts of interest will be deemed an Involuntary Withdrawal by the offending Member and may be treated accordingly by the remaining Members.

DISPUTE RESOLUTION

47. If, at any time, members cannot unanimously agree on matters as they relate to operations, sale of assets or interests, fair market value, accounting, tax or strategy, they may elect to invoke a “Dispute Resolution Process”. Each person that is a party to such Dispute is referred herein as a “Disputing Party”. If the Disputing Parties are unable to resolve a Dispute within a reasonable period of time after the commencement of the Dispute, any Disputing Party may submit such Dispute to binding arbitration by notifying the other Disputing Parties (an “Arbitration Notice”). Arbitration pursuant to this shall be the exclusive method of resolving Disputes other than through agreement of the Disputing Parties.

48. Any arbitration conducted shall be heard by a panel of three Arbitrators (“Arbitrators”). Each Party shall appoint one representative, with a mutually agreeable third representative. All of the Disputing Parties shall attempt to agree upon a mutually-acceptable Arbitrators. If they are unable to do so within twenty (10) days following delivery of the notice described in the immediately-preceding sentence, any Disputing Party may request the American Arbitration Association to designate the third Arbitrators.

49. The Arbitrators shall expeditiously (and, if possible, within ten (10) days after the Arbitrator’s selection) hear and decide all matters concerning the Dispute. Any arbitration hearing shall be held in the City of Miami, Florida. The arbitration shall be conducted in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (excluding rules governing the payment of arbitration, administrative or other fees or expenses to the Arbitrators or such Association), to the extent that such Rules do not conflict with the terms of this Agreement. Except as expressly provided to the contrary in this Agreement, the Arbitrators shall have the power (a) to gather such materials, information, testimony and evidence as it deems relevant to the dispute before it (and each Member will provide such materials, information, testimony and evidence requested by the Arbitrators, except to the extent any information so requested is

Page 9 of 14

proprietary, subject to a third-party confidentiality restriction or to an attorney-client or other privilege) and (b) to grant injunctive relief and enforce specific performance. If it deems necessary, the Arbitrators may propose to the Disputing Parties that one or more other experts be retained to assist it in resolving the Dispute. The retention of such other experts shall require the unanimous consent of the Disputing Parties, which shall not be unreasonably withheld. Each Disputing Party, the Arbitrators and any proposed expert shall disclose to the other Disputing Parties any business, familial or other relationship or Affiliation that may exist between such Disputing Party (or the Arbitrators) and such proposed expert; and any Disputing Party may disapprove of such proposed expert on the basis of such relationship or Affiliation. The decision of the Arbitrators (which shall be rendered in writing) shall be final, nonappealable and binding upon the Disputing Parties and may be enforced in any court of competent jurisdiction. The responsibility for paying the costs and expenses of the arbitration, including compensation to the Arbitrators and any experts retained by the Arbitrators, shall be allocated among the Disputing Parties in a manner determined by the Arbitrators to be fair and reasonable under the circumstances. Each Disputing Party shall be responsible for the fees and expenses of its respective counsel, consultants and witnesses, unless the Arbitrators determines that compelling reasons exist for allocating all or a portion of such costs and expenses to one or more other Disputing Parties.

50. This section will survive for one year after the expiration or termination of this Agreement or dissolution of the Venture.

Language

51. The Members expressly state that the English language is to be the language of choice for this Agreement and all other notices and agreements required by the Venture.

Insurance

52. The Venture will insure all its assets against loss where reasonable and standard practice in the industry.

Indemnification

53. Each Member will be indemnified and held harmless by the Venture from any and all harm or damages of any nature relating to the Member’s participation in Venture affairs except where such harm or damages results from gross negligence or willful misconduct on the part of the Member.

Page 10 of 14

Liability

54. No Member will be liable to the Venture or to any other Member for any error in judgment or any act or failure to act where made in good faith. The Member will be liable for any and all acts or failures to act resulting from gross negligence or willful misconduct.

Liability Insurance

55. The Venture may acquire insurance on behalf of any Member, employee, agent or other person engaged in the business interest of the Venture against any liability asserted against them or incurred by them while acting in good faith on behalf of the Venture.

Covenant of Good Faith

56. Members will use their best efforts, fairly and in good faith to facilitate the success of the Venture.

Joint Venture Property

57. Where allowed by statute, title to all Venture property, including intellectual property, will remain in the name of the Venture. Where joint ventures are not recognized by statute as separate legal entities, Venture property, including intellectual property, will be held in the name of one or more Members. In all cases Venture property will be applied by the Members exclusively for the benefit and purposes of the Venture and in accordance with this Agreement.

Jurisdiction

58. The Members submit to the jurisdiction of the courts of the state of Florida for the enforcement of this Agreement and for any arbitration award or decision arising from this Agreement.

Warranties

59. All Members represent and warrant that they have all authority, licenses and permits to execute and perform this Agreement and their obligations under this Agreement and that the representative of each Member has been fully authorized to execute this Agreement.

60. Each Member represents and warrants that this Agreement is not in violation of any and all agreements and constitutional documents of the individual Member.

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Additional Clauses

61. This will be a 50/50 partnership between Global Crossing Airlines LLC and KD Holdings LLC. Each party will own a 50% stake in the company.

Definitions

62. For the purpose of this Agreement, the following terms are defined as follows:

a. “Capital Contributions” The capital contribution to the Venture actually made by the Members, including property, cash and any additional capital contributions made.

b. “Majority Vote” A Majority Vote is any amount greater than one-half of the authorized votes.

c. “Operation of Law” The Operation of Law means rights or duties that are cast upon a party by the law, without any act or agreement on the part of the individual including but not limited to an assignment for the benefit of creditors, a divorce, or a bankruptcy.

d. “Profits and Losses” Profits and Losses will mean the net profits or net losses of the Venture as calculated for federal income tax purposes and shown on its books of account. Profits and losses will be less of all expenses, depreciation and such other charges or additions as are appropriate. Profits and Losses are fixed by the Venture’s fiscal year.

Miscellaneous

63. Time is of the essence in this Agreement.

64. This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.

65. Headings are inserted for the convenience of the Members only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.

Page 12 of 14

66. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the Members’ intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.

67. This Agreement contains the entire agreement between the Members. All negotiations and understandings have been included in this Agreement. Statements or representations which may have been made by any Member in the negotiation stages of this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the Members.

68. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Member’s successors, assigns, executors, administrators, beneficiaries, and representatives.

69. Any notices or delivery required here will be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the Members at the addresses contained in this Agreement or as the Members may later designate in writing.

70. All of the rights, remedies and benefits provided by this Agreement will be cumulative and will not be exclusive of any other such rights, remedies and benefits allowed by law.

IN WITNESS WHEREOF the Members have duly affixed their signatures under hand and seal on this 9^TH day of SEPTEMBER, 2020.

SIGNED, WITNESSED, AND DELIVERED
in the presence of:	KD Holdings LLC (Member)
Witness: /s/ Krajnovic Dusanka (Sign)	Per:	/s/ [ILLEGIBLE]
Witness Name: Krajnovic Dusanka

Page 13 of 14

SIGNED, WITNESSED, AND DELIVERED
in the presence of:	Global Crossing Airlines LLC (Member)
Witness: /s/ Ryan Goepel (Sign)	Per:	/s/ Ed Wegel
Witness Name: Ryan Goepel

Page 14 of 14

EX-10.34

Exhibit 10.34

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH

EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

AIRCRAFT LEASE AGREEMENT

Dated as of

November 5, 2021

between

UMB BANK, NATIONAL ASSOCIATION

not in its individual capacity but solely as owner trustee

as Lessor

and

GLOBAL CROSSING AIRLINES, INC.

as Lessee

in respect of

Aircraft: AIRBUS A320-214            Manufacturer’s Serial No: 2830

Current US Registration Mark N626VA

This Agreement has been executed in multiple counterparts. The counterpart to be deemed the Original Counterpart contains a receipt therefor executed by the Lessor on its signature page. To the extent that this Agreement constitutes chattel paper (as such term is defined in the Uniform Commercial Code as in effect in any applicable jurisdiction), a security interest in this Agreement may be created only by the transfer of possession of that Original Counterpart.

Table of Contents

		PAGE
ARTICLE 1 INTERPRETATION			1
1.1	Definitions		1
1.2	Construction		14
1.3	Cape Town Convention		14
ARTICLE 2 REPRESENTATIONS AND WARRANTIES			15
2.1	Lessee’s Representations and Warranties		15
2.2	Repetition		18
2.3	Lessor’s Representations and Warranties		18
2.4	Repetition		19
ARTICLE 3 CONDITIONS PRECEDENT			19
3.1	Lessor Conditions Precedent		19
3.2	Further Lessor Conditions Precedent		22
3.3	Lessee Conditions Precedent		22
3.4	Conditions Subsequent		22
3.5	Waiver		22
ARTICLE 4 DELIVERY INSPECTION AND ACCEPTANCE			22
4.1	Delivery Inspection and Acceptance		22
4.2	Condition at Delivery		23
4.3	Technical Acceptance and Delivery Inpsection		23
4.4	Delivery of Aircraft to Lessee		23
4.5	Lessee Acceptance of Aircraft		23
4.6	Loss of Aircraft		24
4.7	Delayed Delivery		24

ALA MSN 2830 – Global Crossing Airlines

ARTICLE 5 LEASE COMMENCEMENT		24
5.1	Leasing	24
5.2	Delivery	24
5.3	Ferry Flight	24
5.4	Lease Extension	25
ARTICLE 6 PAYMENTS		25
6.1	Rental Periods	25
6.2	Rent	25
6.3	Maintenance Rent	25
6.4	Payments	26
6.5	Gross-up	26
6.6	Taxation	26
6.7	Value Added Tax	27
6.8	Information and Filing	27
6.9	Taxation of Indemnity Payments; Tax Savings; Tax Indemnitee Performance	28
6.10	Default Interest	29
6.11	Contest	29
6.12	Security	30
6.13	Absolute	31
ARTICLE 7 MANUFACTURER’S WARRANTIES		31
7.1	Assignment	31
7.2	Parts	32
7.3	Agreement	32
ARTICLE 8 LESSOR COVENANTS		32
8.1	Quiet Enjoyment	32

ALA MSN 2830 – Global Crossing Airlines

ARTICLE 9 LESSEE’S COVENANTS		32
9.1	Duration	32
9.2	Information and Access	32
9.3	Lawful and Safe Operation	35
9.4	Taxes and other Outgoings	36
9.5	Sub-Leasing	37
9.6	Inspection	38
9.7	Title	38
9.8	General	39
9.9	Records	40
9.10	Protection and Approvals	40
9.11	Maintenance and Repair	41
9.12	Removal of Engines and Parts	42
9.13	Installation of Engines and Parts	43
9.14	Non-installed Engines and Parts	44
9.15	Modifications	45
9.16	Title to Parts and Engines	45
9.17	Registration	46
9.18	Replacement of Parts	46
9.19	Ownership of Parts	47
ARTICLE 10 INSURANCE		47
10.1	Insurances	47
10.2	Requirements	48
10.3	Insurance Covenants	48
10.4	Failure to Insure	49

ALA MSN 2830 – Global Crossing Airlines

10.5	Continuing Indemnity	49
10.6	Application of Insurance Proceeds	50
ARTICLE 11 INDEMNITY		50
11.1	General	50
11.2	Duration	52
ARTICLE 12 EVENTS OF LOSS		52
12.1	Event of Loss; Aircraft	52
12.2	Event of Loss; Engine	52
12.3	Requisition	53
ARTICLE 13 RETURN OF AIRCRAFT		53
13.1	Return and Airworthiness	53
13.2	Final Inspection	53
13.3	Non-compliance and Continuing Obligations	54
13.4	Redelivery	55
13.5	Export and Deregistration of Aircraft	55
13.6	Acknowledgement	55
13.7	Approved Maintenance Program	55
13.8	Fuel	56
13.9	Engines, APU and Landing Gear	56
ARTICLE 14 DEFAULT AND EARLY TERMINATION		56
14.1	Events	56
14.2	Rights	59
14.3	Deregistration	59
14.4	Default Payments	60

ALA MSN 2830 – Global Crossing Airlines

ARTICLE 15 ASSIGNMENT		60
15.1	Lessee Assignment	60
15.2	Lessor Assignment	61
15.3	Lessee Cooperation	61
ARTICLE 16 MISCELLANEOUS		61
16.1	Waivers, Remedies Cumulative	61
16.2	Delegation	61
16.3	Certificates	61
16.4	Appropriation	61
16.5	Currency Indemnity	62
16.6	Set-off	62
16.7	Severability	62
16.8	Remedy	63
16.9	Time of Essence	63
16.10	Notices	63
16.11	Law and Jurisdiction	63
16.12	Sole and Entire Agreement	65
16.13	Indemnities	65
16.14	Counterparts	65
16.15	Language	65
16.16	Brokers	65
16.17	Expenses	65
16.18	Cape Town Convention Prevails	65
16.19	Confidentiality	66
16.20	Owner Trustee	66
16.21	True Lease	66

ALA MSN 2830 – Global Crossing Airlines

ARTICLE 17 DISCLAIMERS AND WAIVERS		66
17.1	Exclusion	66
17.2	Waiver	67
17.3	Consequential Damages	67

Annex I Form of Monthly Disclosure Report

Schedule 1    Aircraft Description

Schedule 2 Form of Certificate of Acceptance

Schedule 3 Commercial Terms

Schedule 4 Insurance Requirements

Schedule 5 Return Conditions

Schedule 6 Form of Certificate of Redelivery

ALA MSN 2830 – Global Crossing Airlines

THIS AIRCRAFT LEASE AGREEMENT (this “Agreement” or this “Lease”) is made as of the 5th day of November, 2021 between UMB Bank, National Association, a national banking association organized under the laws of the U.S.A., having an address at 6440 S. Millrock Drive, Suite 400, Salt Lake City, UT 84121, not in its individual capacity but solely as owner trustee (“Lessor”), and Global Crossing Airlines, Inc., a corporation incorporated under the laws of the State of Delaware, USA and whose registered office is located at Building 5A, Miami International Airport, 4200 NW 36^th Street, Miami, Florida 33166 (“Lessee”).

WHEREAS: Lessor wishes to lease to Lessee and Lessee is willing to lease from Lessor the Aircraft on the terms of this Agreement.

IT IS AGREED as follows:

ARTICLE 1

INTERPRETATION

1.1 Definitions

In this Agreement the following expressions have the respective meanings set forth below:

“Affiliate” means, in relation to any Person, a Subsidiary of that Person or a Holding Company of that Person or any other Subsidiary of that Holding Company.

“Agent” means, if applicable, the “facility agent or security trustee” under the Credit Agreement (if any), or any other Financing Party which Lessor notifies Lessee from time to time shall constitute the “Agent” for all purposes of this Agreement.

“Agreed Maintenance Performer” means such maintenance facility approved by the FAA pursuant to FAA Part 145 for the accomplishment of the maintenance, testing, inspection, repair, overhaul or modification that is intended to be accomplished with respect to the Aircraft and approved in advance in writing by Lessor.

“Agreed Value” has the value assigned to such term as specified in Part 1 of Schedule 3 attached hereto.

“Air Authority” means the FAA and/or any Government Entity that, under the laws of the State of Registration, from time to time (i) have control or supervision of civil aviation or (ii) have jurisdiction over the registration, airworthiness or operation the Aircraft.

“Air Operator Certificate” or “AOC” means an air carrier’s operating certificate issued by the Administrator of the FAA pursuant to Chapter 447 of Title 49 U.S.C.

“Aircraft” means the aircraft described in Part 1 of Schedule 1 (which term includes where the context permits, a separate reference to all Engines, Parts, and Aircraft Documents).

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“Aircraft Documents” means the documents, data, manuals and records identified in Part 2 of Schedule 1 and all additions, renewals, revisions and replacements from time to time made in accordance with this Agreement.

“Airframe” means the Aircraft, excluding the Engines, APU (or any engines or auxillary power unit from time to time installed on the Airframe) and Aircraft Documents.

“Airframe Manufacturer” means Airbus S.A.S.

“Airworthiness Directives” or “ADs” means all airworthiness directives and other legally mandatory instructions issued by the FAA or EASA applicable to the Aircraft, Airframe, any Engine or any Part.

“AMM” means the latest version of the aircraft maintenance manual applicable to the Aircraft.

“Anticipated Delivery Date” means November 5, 2021.

“Approved Maintenance Program” means the Aircraft maintenance program approved by the Air Authority.

“APU” means whether or not installed on the Airframe and together with all Parts installed in or on such APU) identified in Delivery Acceptance Certificate (whether or not installed on the Airframe) unless permanently replaced or its permanent replacement pursuant to this Agreement in which case “APU” refers to such replacement) so long as title thereto is or remains vested in Owner in accordance with the terms of Article 9.13.

“APU Refurbishment” means, with respect to an APU, a shop visit at which a prescribed package of inspection checks, repair and replacement of Parts on the principal assemblies or modules is accomplished in accordance with the APU manufacturer’s shop, manual and the recommendations in the APU manufacturer’s workscope, planning guidance documents. Such package of work shall be sufficient to achieve a full operating interval until the next anticipated Refurbishment shop visit in line with industry achievements for APUs of the same type as such APU.

“Assumed Utilization” has the meaning set forth in Section 6.3.

“Bankruptcy Code” means the United States Bankruptcy Code, 11 United States Code §§101 et seq. in effect as of any date of determination.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for business in New York, U.S.A.

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“C-Check” means a maintenance check on the Airframe under the Approved Maintenance Program having an interval on completion of at least 7500 Flight Hours, 5000 Cycles, and 24 months and consisting of full and complete zonal, systems and structural check including the corresponding lower checks (“A” or equivalent) and any other maintenance and inspections tasks that are a part of such checks, all in accordance with the Approved Maintenance Program.

“Cape Town Agreements” means the Cape Town Convention as supplemented by the Cape Town Aircraft Protocol (in each case, utilizing the English-language version thereof).

“Cape Town Aircraft Protocol” means The Protocol to the Convention on International Interests in Mobile Equipment, concluded in Cape Town, South Africa, on November 16, 2001 (utilizing the English-language version thereof).

“Cape Town Convention” means the Convention on International Interests in Mobile Equipment which was adopted on November 16, 2001 at a diplomatic conference held in Cape Town, South Africa (as amended, supplemented or modified from time to time) and shall mean when referring to such Convention with respect to the Contracting State, such Convention, as is in effect in such Contracting State unless otherwise indicated.

“Certificate of Acceptance” means a Certificate of Acceptance in the form of Schedule 2 hereto.

“Certificated Air Carrier” means a holder of an air carrier operating certificate issued pursuant to chapter 447 of Title 49 of the United States Code for aircraft capable of carrying ten or more individuals or 6,000 pounds of cargo.

“Certificate of Airworthiness” or “CoA” means a certificate of airworthiness issued by the FAA or the relevant Air Authority, as applicable.

“Claim” has the meaning specified in Section 11.1.

“Contractual Currency” has the meaning specified in Section 16.5.

“Contracting State” means a country that has ratified, accepted, approved or acceded to the CTC in accordance with its terms and with respect to which no denunciation in accordance with the terms of the CTC has taken effect.

“CTC” means the Cape Town Convention and the Cape Town Aircraft Protocol together and shall mean when referring to the CTC with respect to such Contracting State, the CTC, as is in effect in such Contracting State unless otherwise indicated.

“Credit Agreement” means any loan agreement, as identified in writing by Lessor, entered into or to be entered into between Lessor, as borrower, the facility agent, security trustee (if any) and the lenders party thereto, together with any other credit agreement to be entered into by Lessor and the applicable Financing Parties in connection with the financing of the Aircraft.

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“Cycle” means one take-off and landing of the Airframe or, in the case of an Engine, of the airframe on which such Engine is installed.

“Damage Notification Threshold” has the meaning specified in Part 1 of Schedule 3.

“Default” means any Event of Default and any event which with the giving of notice, lapse of time, determination of materiality or fulfillment of other condition would constitute an Event of Default.

“Default Interest” shall have the meaning set out in Section 6.10.

“Delivery” has the meaning given in Section 5.2.

“Delivery Location” means (i) the facilities of AerSale in Goodyear Arizona, U.S.A.; or (ii) such other location as may be agreed between Lessor and Lessee.

“Deregistration Power of Attorney” or “DPOA” means a deregistration power of attorney relating to the Aircraft and issued by Lessee in favor of Lessor and/or the Financing Parties (if applicable) in form and delivered in such manner as Lessor and any Financing Party may request (and, if applicable, notarized, legalized, apostilled and/or translated for use in the State of Registration, in each case at Lessee’s cost), empowering Lessor or any Financing Party (as the case may be):

(a) to de-register the Aircraft in the name of Lessee from the aircraft register in the State of Registration;

(b) to export the Aircraft from the State of Registration; and

(c) to take any action required to release the Aircraft from any Lien.

“Dollars” or “US$” means the lawful currency of the United States of America.

“EASA” means the European Aviation Safety Agency, an agency of the European Union, or any successor agency thereto.

“Engine” means, whether or not installed on the Aircraft, each of the engines bearing the manufacturer, model and serial number specified in Part 1 of Schedule 1, such engines being described as to serial numbers on the Certificate of Acceptance to be executed by Lessee upon delivery of the Aircraft, and each Replacement Engine, or Substitute Engine, and in each case includes all modules and Parts from time to time belonging to or installed in that engine so long as title to such modules and Parts thereto is or remains vested in Owner in accordance with the terms of Section 9.

“Engine Manufacturer” means CFM International, Inc.

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“Engine Refurbishment” means off-wing heavy maintenance for an Engine performed by an Agreed Maintenance Performer during a shop visit that requires the complete teardown/disassembly, inspection, repair and refurbishment of the HPC, HPT and Combustor modules of such Engine, if required, and the inspection, teardown/disassembly inspection and repair and refurbishment as and if required (as dictated by inspection or engine trend monitoring and the Engine Manufacturer’s shop manual limits) of each of the other modules of such Engine, resulting in, in Lessor’s determination, a full performance restoration of such Engine in accordance with the Engine Manufacturer’s shop manual limits and the Engine Manufacturer’s then current Workscope Planning Guide.

“Event of Default” means an event specified in Section 14.1.

“Event of Loss” means with respect to the Aircraft or any Engine:

(a) the actual or constructive total loss of such property (including any damage to such property which results in an insurance settlement on the basis of a total loss, or requisition for use or hire which results in an insurance settlement on the basis of a total loss); or

(b) the loss of use thereof, due to destruction or damage beyond repair or being rendered permanently unfit for normal use for any reason; or

(c) the requisition of title, or other compulsory acquisition, capture, seizure, deprivation, confiscation or detention for any reason of such property by the government of the State of Registration, the State of Incorporation or other competent authority (whether de jure or de facto) resulting in Owner or Lessor being divested of title to any interest in such property, other than by voluntary act; or

(d) the hijacking, theft, condemnation, confiscation or seizure of such property which deprives Lessee, or any sublessee permitted hereunder to have possession and/or use of such property, of its possession and/or use for more than 30 consecutive days; or

(e) the requisition for use of such property (other than in the circumstances referred to in (c) above) which deprives the Lessee or any permitted sublessee of the use of such property for more than 60 consecutive days.

“Expiry Date” means the Scheduled Expiry Date (as such date may be extended to comply with the requirements of Article 13) or, if earlier, the date on which:

(a) this Agreement shall terminate in accordance with the terms hereof; or

(b) Lessor receives the Agreed Value following an Event of Loss.

“Extension Option” means Lessee’s option to extend the Term for a period of twenty four (24) months, as set forth in Section 5.4.

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“FAA” means the Federal Aviation Administration of the U.S. Department of Transportation or any successor thereto under the Laws of the U.S. Where it is stated in this Lease that a repair station or a repair, overhaul or maintenance facility will be an “FAA approved” station or facility, such station or facility must be approved by the FAA to perform maintenance and repair work on the Aircraft, an Engine or Part, as applicable Federal Aviation Administration of the United States and any successor thereof.

“FAA Counsel” means the law firm of Daugherty, Fowler, Peregrin, Haught & Jenson.

“FAA Lease Termination Certificate” means a lease termination certificate in form acceptable for recording with the FAA.

“Final Delivery Date” has the meaning given to it in Part I of Schedule 3.

“Final Inspection” has the meaning specified in Section 13.2.

“Financing Parties” means such financial institution(s), noteholders and/or other providers of finance or funds, or any trustee(s) acting on behalf of such Persons as identified by Lessor from time to time in writing to Lessee, from whom funds for the acquisition or continued ownership of the Aircraft by Owner is to be, or is for the time being obtained and/or in whose favor or for whose benefit security over, or rights relating to, the Aircraft and/or this Agreement is granted by Lessor or at its request. Until notified otherwise by Lessor to Lessee, the Financing Parties shall include the Agent and each lender under the Credit Agreement, if any.

“Flight Hour” means each hour or part thereof (rounded to two decimal places) elapsing from the moment the wheels of the Airframe leave the ground on take-off until the wheels of the Airframe next touch the ground or the case of an Engine, of the airframe on which such Engine is installed.

“GAAP” means generally accepted accounting principles then used in the State of Incorporation.

“Governing Law” means the laws of the State of New York with respect to agreement made and to be entirely performed in such State by residents thereof.

“Government Entity” means:

(a) the FAA, EASA, or other approved Air Authority;

(b) any national government, political subdivision, or local jurisdiction;

(c) any instrumentality, board, commission, court, or agency of any thereof, however constituted; and

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(d) any association, organization, or institution of which any of the above is a member or to whose jurisdiction any thereof is subject or in whose activities any of the above is a participant.

“Habitual Base” means the United States, or subject to the prior written consent of Lessor, any other state, province or country in which the Aircraft is from time to time habitually based within the geographical limits imposed by the Insurances.

“Holding Company” means, in relation to a Person, any other Person in respect of which it is a Subsidiary.

“Holdover Percentage” means the amount set forth on Part 1 of Schedule 3 as the “Holdover Percentage”.

“Indemnitees” or “Indemnitee” means each of Lessor, Trustor, Owner, Servicer, Owner Trustee, the Financing Parties, the Prior Owner Parties, including, all of their respective successors and assigns; direct and indirect members, partners, or shareholders, subsidiaries, Affiliates, contractors, representatives, directors, officers, servants, agents and employees.

“Indemnitee Taxes”, in respect of any Tax Indemnitee, means any Taxes:

(a) based on or measured by the net income of the Tax Indemnitee imposed by any Government Entity, other than any such taxes that are in the nature of sales, use, gross receipts, ad valorem, license, property or VAT;

(b) sales, general excise, use or similar transfer Taxes imposed on a Tax Indemnitee upon any voluntary or involuntary transfer or disposition by the Indemnitee of the Aircraft, any Engine or Part or any interest in Tax Indemnitee other than any transfer or disposition requested by Lessee or made while an Event of Default is continuing;

(c) Taxes to the extent incurred with respect to any act occurring after:

(i) the expiration or earlier termination of this Agreement and not related to the transactions contemplated by this Agreement,

(ii) the (A) return of possession of the Aircraft in accordance with the relevant provisions of this Agreement or (B) sale or other transfer of the Aircraft following an Event of Loss with respect to the Aircraft pursuant to the terms hereof, and

(iii) the payment by Lessee of all amounts payable pursuant to this Agreement;

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(d) Taxes to the extent incurred in respect of any act or circumstance occurring prior to Lessee’s acceptance of the Aircraft on the Lease Commencement Date and unrelated to the transactions contemplated by this Agreement; or

(e) resulting from or attributable to the incorporation, residence, activities or presence of a Tax Indemnitee in a jurisdiction imposing such Tax which activities or presence are unrelated to the transactions contemplated by the Transaction Documents or the operation of the Aircraft by Lessee, or any permitted sublessee; or

(f) imposed as a result of or in respect of the provision of finance in respect of the Aircraft, or as a result or in respect of any Lessor Lien.

“Insurances” has the meaning specified in Section 10.1.

“Interior Configuration Modification” has the meaning set forth on Part 1 of Schedule 3.

“International Interest” is defined in the Cape Town Convention.

“International Registry” means the international registration facilities established for the purposes of the CTC by Aviareto in Dublin, Ireland.

“Landing Gear” means the nose landing gear assembly, right main landing gear assembly, left main gear assembly of the Aircraft as detailed in Schedule 1 Part 1.

“Landing Gear Overhaul” means any full overhaul of any Landing Gear to the maximum provided for in accordance with the Approved Maintenance Program and the manufacturer’s overhaul manual, not just any replacement, repair or overhaul of any rotable components, any cleaning or replacement of seals, any repair of brakes, wheels or tires, brake rods, struts or braces, in each case, that occurs any more frequently than a full overhaul;

“Law” means any statute, decree, constitution regulation, order or any directive of any Government Entity, (b) treaty, pact, compact or other agreement to which any Government Entity is a signatory or part, (c) judicial or administrative interpretation or application of any of the foregoing or (d) any binding judicial precedent having the force of law.

“Lease Commencement Date” means the date on which the delivery of the Aircraft is confirmed in the Certificate of Acceptance.

“Lessee’s Account” means the bank account of Lessee set forth on Part 1 of Schedule 3 as “Lessee’s Account”.

“Lessee’s Technical Acceptance Certificate” shall mean the certificate in the form Set forth on Schedule 7, dated on or about the date hereof, executed and delivered by Lessee confirming its acceptance of the technical condition of the Aircraft.

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“Lessor Lien” means:

(a) the Mortgage, the Security Agreement and any security interest whatsoever from time to time created by or through Owner or Lessor in connection with the financing of the Aircraft;

(b) any other security interest in respect of the Aircraft which results from acts of or claims against Lessor and/or Owner not related to the transactions contemplated by or permitted under this Agreement; and

(c) liens in respect of the Aircraft for Indemnitee Taxes.

“Lien” means, with respect to any asset, any mortgage, deed of trust, lien, pledge, hypothecation, right of set-off, encumbrance, charge or security interest in, on or of such asset or other arrangement having the effect of creating a lien other than a Permitted Lien.

“Losses” means any costs, expenses, payments, charges, demands, liabilities, claims, actions, proceedings, penalties, fines, damages, judgments, orders or other sanctions but excluding any consequential losses (including, by way of example, loss of profit); and Loss shall be construed accordingly.

“LLP” means a life limited part.

“Major Check” means a 6Y or 12Y Check or equivalent maintenance check as set out in the Approved Maintenance Program.

“Major Maintenance Event” or “MME” means any of the following: Major Check; Engine Refurbishment; Engine LLP Replacement; Landing Gear Overhaul; or APU Overhaul.

“Major Repair” means any “Major Repair” as such term is commonly used by the FAA.

“Maintenance Rent” means all amounts payable pursuant to Section 6.3.

“Maintenance Rent Period” means each calendar month during the Term.

“Maintenance Rent Payment Date” means the 15th day of each calendar month during the Term.

“Manufacturer” means with respect to the Airframe, Engine or any Part of the Aircraft, the Airframe Manufacturer, Engine Manufacturer or manufacturer of such Part, respectively.

“Maximum Deductible” has the meaning specified in Part 1 of Schedule 3 attached hereto.

“Minimum Liability Coverage” has the meaning specified in Part 1 of Schedule 3.

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“MPD” means the latest version of the maintenance planning document in respect of the Aircraft published by the Airframe manufacturer.

“Modification” means any modification, alteration or addition to or removal from the Aircraft, regardless of cost.

“Modification Threshold Amount” has the meaning specified in Part I of Schedule 3.

“Monthly Disclosure Report” means the monthly report to be provided by Lessee to Lessor in the form attached as Annex I.

“Mortgage” means any mortgage or similar agreement which Lessor or Owner notifies Lessee from time to time shall constitute the “Mortgage” for all purposes of this Agreement.

“Other Agreement” means other agreement between or among (a) Lessor and Lessee; (b) Lessee and Lessor’s Affiliates; (c) Lessee’s Affiliates and Lessor; and (d) each Aircraft Lease Agreement dated the date hereof between Lessee and each Other Lessor in respect of the Other Aircraft; (all of the foregoing collectively referred to as “Other Agreements” or each individually as an “Other Agreement).

“Other Aircraft” means that certain aircraft set forth as the “Other Aircraft” on Schedule 3 Part I.

“Other Lessor” means Owner Trustee in its capacity as owner trustee under each other trust agreement dated the date hereof in respect of each Other Aircraft between Owner Trustee and Trustor.

“Owner” means Lessor or such other Person as Lessor may notify Lessee in writing as being the owner of the Aircraft.

“Owner Trustee” means UMB Bank, National Association, in its individual capacity.

“Part” means whether or not installed on the Aircraft:

(a) any component, furnishing or equipment (other than a complete Engine or APU) furnished with the Aircraft on the Lease Commencement Date; and

(b) any other component, furnishing or equipment (other than a complete Engine) title to which has, or should have passed to Lessor pursuant to this Agreement;

but excludes any such items title to which has, or should have, passed to Lessee pursuant to this Agreement.

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“Permitted Lien” means:

(a) this Agreement, and any subleases entered into in accordance with this Agreement;

(b) any Lessor Lien;

(c) any lien for Taxes not assessed or, if assessed, not yet due and payable, or being contested in good faith by appropriate proceedings; and

(d) any lien of a repairer, mechanic, carrier, hangar keeper or other similar lien arising in the ordinary course of business or by operation of law in respect of obligations which are not overdue or are being contested in good faith by appropriate proceedings;

but only if (in the case of (c) and (d) above) (i) adequate resources are available to Lessee for the payment of the Taxes or obligations; and (ii) such proceedings, or the continued existence of the lien, do not give rise to any risk of the sale, forfeiture or other loss of the Aircraft or any interest therein or of criminal liability on Lessor, Owner, the Agent or any Financing Party.

“Person” means any individual, firm, partnership, joint venture, trust, corporation, company, Government Entity, association, committee, department, authority or any other entity, incorporated or unincorporated, whether having distinct legal personality or not, or any member of the same and “person” and “persons” shall be construed accordingly.

“PMA Part” means a replacement part, component or furnishing which has not been manufactured by the manufacturer of the Part it replaces.

“Previous Operator” means Alaska Airlines, Inc.

“Prior Owner Parties” means UMB Bank, N.A., Altitude Aircraft Alaska I LLC, Altitude Holdings Lux S.ÀR.L., Altitude Borrower II (WH) Designated Activity Company, Altitude Investors Designated Activity Company, Altavair L.P., Altavair Limited, Citibank, N.A., BNP Paribas and MUFG Union Bank, N.A.

“Prohibited Country” means any country to or in which the operation of an aircraft is not permitted under (a) any United Nations sanctions, (b) the U.K. Export of Goods Control Order 1994, (c) the United States Export Administration Act 1979 (as amended) and/or the Export Administration Regulations promulgated thereunder, (d) regulations administered from time to time by the Office of Foreign Assets Control of the United States Treasury Department, and (e) any similar, corresponding or successor legislation, sanctions or orders of the United Kingdom, the United States, the European Union or the United Nations.

“Redelivery Certificate” means the certificate of redelivery in the form attached as Schedule 6 to be executed by Lessor at the time the Aircraft is redelivered by Lessee at the end of the Term.

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“Redelivery Location” means the facilities of ART at Blytheville, AR, or such other location in the continental United States as the parties may agree.

“Rent” means all amounts payable pursuant to Section 6.2.

“Rent Date” means the first day of each Rental Period.

“Rental Period” means each period determined in accordance with Section 6.1.

“Replacement APU” means an auxillary power unit of the same make and model as the APU identified on the Certificate of Acceptance (or of an improved model) and suitable for use on the Airframe with a value and utility equal to or greater than the auxillary power unit engine so replaced, assuming such auxillary power unit engine so replaced was in the condition required by the Lease.

“Replacement Engine” means an engine of the same make and model as the Engines identified on the Certificate of Acceptance (or of an improved model) and suitable for use on the Airframe with a value and utility equal to or greater than the engine so replaced, assuming such engine so replaced were in the condition required by the Lease.

“Security Agreement” shall mean any security agreement or assignment, charge, pledge, guaranty, or other document or agreement other than the Mortgage creating a Lien over the Aircraft or this Agreement, or any other Transaction Documents in favor of any Financing Party, as identified in writing by Lessor or Owner, and any acknowledgments or consents to any of the foregoing.

“Sanctions” shall mean any and all laws, judgments, orders, executive orders, decrees, ordinances, rules, regulations, statutes, restrictive measures (including, for the avoidance of doubt, any Sanctions or measures relating to a particular embargo or asset freezing), case law or treaties relating to economic or trade sanctions or terrorism financing and applicable to any Lessee, Trustor Lessor, or any of their Affiliates or any of the Financing Parties or any of their Affiliates, including any sanctions administered, imposed or enforced by the U.S. government (including, without limitation, OFAC and the U.S. Department of State), Her Majesty’s Treasury of the United Kingdom, the Government of Ireland, the European Union, the United Nations Security Council and any other Governmental Authority with jurisdiction over any of the Financing Parties.

“Scheduled Expiry Date” means (i) the date following seventy-four (74) months after the Lease Commencement Date, or (ii) if Lessee has exercised the Extension Option, the date following ninety-eight (98) months after the Lease Commencement Date.

“Security Deposit” has the meaning specified in Section 6.12(c).

“Serviceable” means as the context requires, tagged as serviceable for installation with an FAA 8130-1 or EASA Form One or equivalent and in a condition suitable for installation and use in commercial operations under Air Authority and FAA regulations; and capable of immediate commercial operations under Air Authority and FAA regulations.

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“Servicer” means such Person identified as the servicer by Lessor.

“State of Incorporation” means the State of Delaware, U.S.A.

“State of Registration” means (i) the United States or, with the prior written consent of Lessor, such other state of registration in which the Aircraft is then registered and (ii) for purposes of the CTC, in respect of an aircraft, the country on the national register of which an aircraft is entered or the country of location of the common mark registering authority maintaining the aircraft register on which the Aircraft is registered.

“Subsidiary” means in relation to any company or entity, any other company or entity, a company or corporation:

(a) which is under the control, directly or indirectly, of the first mentioned company or corporation; or

(b) more than half the issued voting share capital of which is beneficially owned, directly or indirectly by the first mentioned company or corporation; or

(c) which is a Subsidiary of another Subsidiary of the first mentioned company or corporation under the laws of its jurisdiction of incorporation,

and for this purpose, a company or corporation shall be treated as being under the control of another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

“Supplemental Rent” means all payments under this Agreement (other than payments of Rent and Maintenance Rent).

“Tax Indemnitees” or “Tax Indemnitee” means each of Lessor, Owner, Servicer, Owner Trustee, and the Financing Parties to be named including, any of their respective successors and assigns; members, equity partners or shareholders, subsidiaries, and Affiliates.

“Taxes” means taxes, duties, imposts, charges, withholdings, fees and the like of all kinds and any other amount corresponding to any of the foregoing imposed by any Government Entity, together with any penalties, fines, additions to tax, surcharges or interest thereon.

“Term” means the period commencing on the Lease Commencement Date and ending at the time set forth on the Redelivery Certificate on the Expiry Date.

“Transaction Documents” means this Agreement, the Certificate of Acceptance, the FAA Lease Termination; together with each other document, instrument and certificate executed in connection with the Agreement by the parties.

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“Trust Agreement” means the Trust Agreement dated as of October 29, 2021 between Owner Trustee and Trustor in respect of the Aircraft.

“Trustor” means WWTAI AirOpCo I Bermuda Limited.

“UCC” means the Uniform Commercial Code as in effect in any applicable jurisdiction.

“United States” means the United States of America and its territories and possessions.

“US$” means the lawful currency of the United States

“VAT” has the meaning specified in Section 6.7.

1.2 Construction

(a) In this Agreement, unless the contrary intention is stated, a reference to:

(i) each of “Lessor”, “Owner”, “Lessee” or any other Person includes without prejudice to the provisions of this Agreement any successor in title to it and any permitted assignee;

(ii) words importing the plural shall include the singular and vice versa;

(iii) any document shall include that document as amended, modified, novated or supplemented;

(iv) reference to a law (1) includes any statute, decree, constitution, regulation, order, judgment or directive of any Government Entity; (2) includes any treaty, pact, compact or other agreement to which any Government Entity is a signatory or party; (3) includes any judicial or administrative interpretation or application thereof; and (4) is a reference to that provision as amended, substituted or re-enacted; and

(v) a Section or a Schedule is a reference to a Section of or a Schedule to this Agreement.

(b) The headings in this Agreement are to be ignored in construing this Agreement.

1.3 Cape Town Convention The parties hereto agree that upon execution of this Agreement (i) this Agreement will constitute an International Interest with respect to the Aircraft (including the Airframe and each Engine) identified in this Agreement, (ii) such Airframe and each such Engine constitutes an “aircraft object” (as defined in the CTC) and (iii) this Agreement constitutes an agreement for the registration of the Aircraft.

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ARTICLE 2

REPRESENTATIONS AND WARRANTIES

2.1 Lessee’s Representations and Warranties. Lessee represents and warrants to Lessor that:

(a) Status: Lessee is a legal entity duly organized and validly existing under the laws of the State of Delaware, U.S.A. and has the power and authority to own its assets and carry on its business as it is being conducted, is the holder of all necessary air transportation licenses required in connection therewith and with the use and operation of the Aircraft and is duly qualified to do business in each jurisdiction in which it does business.

(b) Power and authority: Lessee has the power and authority to enter into and perform, and has taken all necessary action to authorize the entry into, performance and delivery of, this Agreement and the transactions contemplated by this Agreement.

(c) Legal validity: this Agreement constitutes Lessee’s legal, valid and binding obligation, enforceable against Lessee in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally.

(d) Non-conflict: the entry into and performance by Lessee of, and the transactions contemplated by this Agreement do not and will not:

(i) conflict with any law, enactment, rule or regulation or any judgment, decree, authorization license or permit to which Lessee is subject; or

(ii) conflict with, or result in any breach of any of the terms of, or constitute a default under, any material agreement or other material instrument or document to which Lessee is a party or is subject or by which it or any of its property or assets is bound; or

(iii) contravene or conflict with any provision of the constitutional documents of Lessee; or

(iv) result in the creation of any Lien over any of the undertaking, properties, assets, rights or revenues of Lessee.

(e) Certificated Carrier: Lessee is a Certificated Carrier.

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(f) Authorization: (i) except for the registration of the Aircraft with the FAA in the name of Owner and noting the interest of Owner as owner, Lessee as lessee and Lessor as lessor, and the placing on the Aircraft and on each Engine of the plates containing the legends referred to in Section 9.7(e) hereof and (ii) recordation of the Agreement as an as International Interest with the International Registry, no further filing or recording of this Agreement or other document, and no further action, are necessary under the Laws of any Government Entity in order to (A) fully protect and establish Owner’s title to, interest in and property rights with respect to the Aircraft as against Lessee, or any third party and to ensure that the property rights of Owner therein will have priority in all respects over the claims of all creditors of Lessee, or (B) ensure the validity, effectiveness and enforceability of this Agreement, (ii) other than filing of a UCC-1 in respect of this Agreement which may be filed as a precautionary measure, and (iii) no filing or recording of the Agreement or any other document is required under the Laws of the State of Registration to protect and establish Owner’s title and interest in and to the Aircraft, as against Lessee or any third party to ensure the rights of Owner therein will have priority in all respects over the claims of all creditors of Lessor; in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally.

(g) Financial Statements: The audited financial statements for Lessee for the fiscal year ending December 31, 2020, together with all audited and unaudited 2021 quarterly financial statements for Lessee (in each case containing a balance sheet, statement of net income and statement of cash flows) have been prepared in accordance with GAAP and are true, correct and complete in all material respects.

(h) Licenses: Lessee holds all licenses, certificates, permits and franchises from the Air Authority or other Government Entity having jurisdiction, necessary to authorize Lessee to engage in air transport and to carry on its business as presently conducted and to be conducted with the Aircraft.

(i) Binding Obligation: The obligations expressed to be assumed by it in each Transaction Document are legal, valid, binding and enforceable obligations, subject to any general principles of law limiting its obligations which are specifically referred to in any legal opinion provided hereunder.

(j) Operations: It will, prior to operating or using the Aircraft for any purpose, including the commencement of commercial operations with the Aircraft, have all licenses and approvals required to operate, use, and commercially operate the Aircraft.

(k) No Immunity: Neither Lessee nor any of its assets is entitled to any immunity from any legal action or proceedings.

(l) Tax Return: Lessee has delivered all necessary returns and payments due to the tax authorities in the State of Incorporation, the State of Registration and the Habitual Base.

(m) No Withholding: Lessee will not be required to deduct any withholding or other Tax from any payment it may make under this Agreement or any other Transaction Document.

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(n) Obligations Pari Passu: The obligations of Lessee under this Agreement are direct, general and unconditional obligations of Lessee and rank or will rank at least pani passu with all other present and future unsecured and unsubordinated obligations (including contingent obligations) of Lessee, with the exception of such obligations as are mandatorily preferred by Law and not by reason of any encumbrance.

(o) Compliance with Laws: Lessee is in compliance with all Laws to which Lessee is subject.

(p) Sanctions: Lessee is not in violation of any Sanctions and (i) is not a Person identified on, nor does it have any affiliation of any kind with any Person identified on, (A) any “watch list” established by the United States Office of Foreign Assets Control (“OFAC”), including, without limitation, OFAC’s list of Specially Designated Nationals and Blocked Persons or (B) any “watch list” established by the United States Federal Bureau of Investigation; (ii) is not a foreign shell bank or offshore bank; and (iii) is not resident in, nor has funds that are transferred from or through, nor has operations in, any jurisdiction identified as non-cooperative by the Financial Action Task Force of the United States or sanctioned by OFAC; and (iv) is not in violation of (A) export controls, including, but not limited to, those administered or enforced by the U.S. Department of Commerce or U.S. Department of State; (B) anti-corruption laws, including but not limited to, the U.S. Foreign Corrupt Practices Act of 1977, as amended; and (C) any other law of similar effect or that relates to U.S. trade controls or anti-corruption, (collectively, and as amended from time to time, “U.S. Trade Control Laws”).

(q) Choice of Law: The choice by Lessee of the law of the State of New York to govern this Lease is valid and binding under the Laws of the State of Registration and the State of New York or such other jurisdiction in which Lessee conducts business and a court in any such jurisdiction would uphold such choice of law in a legal proceeding to enforce this Agreement brought in such court.

(r) Jurisdiction: Lessee has validly submitted to the jurisdiction of the courts of the State of New York and the federal courts for the Southern District of New York.

(s) Qualification: Neither Lessor, nor any other Indemnified Party is required to qualify for admission to do business under the Laws of the State of Registration or any state or territory thereof nor is Lessor, nor any other Indemnified Party required to take any other action which would (either alone or in connection with any other action) subject Lessor or any other Indemnified Party to liability or jurisdiction of any courts or taxing authorities in the State of Registration or any state, territory or subdivision thereof by reason of the transactions contemplated by this Agreement, including, without limitation, the enforcement of remedies thereunder.

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(t) No Default:

(i) no Default has occurred and is continuing or could reasonably be expected to result from the entry into or performance of this Agreement; and

(ii) no other event has occurred and is continuing which constitutes (or with the giving of notice, lapse of time, determination of materiality or the fulfillment of any other applicable condition or any combination of the foregoing, would constitute) a material default under any material document which is binding on Lessee or any assets of Lessee and which would have a material adverse effect on Lessee’s ability to perform its obligations under this Agreement.

(u) Litigation: no litigation, arbitration or administrative proceedings are pending or to its knowledge threatened against Lessee or its assets which, if adversely determined, individually or in the aggregate, is likely to have a material adverse effect upon its financial condition, business or operations and its ability to perform its obligations under this Agreement.

(v) Material Adverse Change: there has been no material adverse change in the consolidated financial condition of Lessee and its Affiliates or the financial condition of Lessee since the date of the financial statements referred to in Section 2.1(g).

(x) Information: the financial and other information furnished by Lessee in connection with this Agreement does not contain any untrue statement of material facts or omit to state facts, the omission of which makes the statements therein, in the light of the circumstances under which they were made, materially misleading, nor omits to disclose any material matter to Lessor and all forecasts and opinions contained therein were honestly made on reasonable grounds after due and careful inquiry by Lessee.

(y) No Broker: Lessee has not paid, agreed to pay or caused to be paid directly or indirectly in any form, any commission, percentage, contingent fee, brokerage or other similar payments of any kind, in connection with the establishment or operation of the transaction entered into pursuant to the execution of this Agreement, to any Person or entity.

2.2 Repetition. The representations and warranties in Section 2.1 will survive the execution of this Agreement. The representations and warranties contained in Section 2.1 will be deemed to be repeated by Lessee on the Lease Commencement Date and on each Rent Date with reference to the facts and circumstances then existing.

2.3 Lessor’s Representations and Warranties.

Lessor represents and warrants to Lessee that:

(a) Status: UMB Bank, N.A. is a national banking association duly established and validly existing under the laws of the United States of America, and has the power to own its assets and carry on its business as it is now being conducted.

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(b) Power and authority: Lessor has the power to enter into and perform, and has taken all necessary action to authorize the entry into, performance and delivery of, this Agreement and the transactions contemplated by this Agreement.

(c) Legal validity: this Agreement constitutes Lessor’s legal, valid and binding obligation, enforceable against Lessor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally.

(d) Non-conflict: the entry into and performance by Lessor of, and the transactions contemplated by, this Agreement do not and will not:

(i) conflict with any laws binding on Lessor is subject; or

(ii) conflict with the constitutional documents of Lessor; or

(iii) conflict with any material document to which is binding upon Lessor or any of its assets.

(e) Authorization: No authorization, approval, consent, license or order of, or registration with, or the giving of notice to any U.S. Government Entity is required for the valid authorization, execution, delivery and performance by Lessor of this Agreement.

2.4 Repetition. The representations and warranties in Section 2.3 will survive the execution of this Agreement. The representations and warranties contained in Section 2.3 will be deemed to be repeated by Lessor on the Lease Commencement Date with reference to the facts and circumstances then existing.

ARTICLE 3

CONDITIONS PRECEDENT

3.1 Lessor Conditions Precedent. Lessor’s obligation to deliver and lease the Aircraft under this Agreement is subject to the satisfaction of each of the following conditions:

(a) receipt by Lessor and from Lessee or FAA Counsel as applicable, on or prior to the Lease Commencement Date of the following in a satisfactory form and substance to Lessor:

(i) Constitutional Documents: a certified copy of the constitutional documents of Lessee;

(ii) Resolutions: a certified copy of a resolution or written action of the board of directors of Lessee authorizing it to enter into this Agreement, together with an incumbency certificate as to the person or persons authorized to execute and deliver documents on behalf of Lessee;

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(iii) Lessee Power of Attorney: a certified copy of any power of attorney granted by Lessee authorizing a specific individual or individuals on its behalf to execute and deliver the Transaction Documents to which Lessee is a party;

(iv) Transaction Documents: a copy of each of the Transaction Documents, duly executed and, if necessary, notarized by Lessee;

(v) Filing Opinion: an opinion of FAA Counsel regarding registration and FAA and Cape Town filing matters addressed to Lessor, in form and substance satisfactory to Lessor;

(vi) Lessee Opinion: an opinion of independent counsel addressed to Lessor in form and substance satisfactory to Lessor and to the Financing Parties, confirming, among other things, that Lessee is duly organized, validly existing and in good standing, has due power and authority to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement and the transactions contemplated herein and therein, that this Agreement has been duly authorized, executed and delivered, that each such document is legal, valid and binding, that the execution and delivery of this Agreement and the performance by Lessee of the Transaction Documents to which it is a party and the transactions contemplated therein do not violate any Law applicable to it and that all consents, licenses, authorizations and approvals of the Air Authority that are required in connection with the execution, delivery and performance of this Agreement and the registration of the Aircraft in the State of Registration reflecting the interest of Owner as owner have been obtained and are in full force and effect, Lessor is entitled to the benefits of Section 1110 (“Section 1110”) of the Bankruptcy Code (11 U.S.C. §1110);

(vii) Approvals: evidence of the issue of each approval, license and consent which may be required to enable Lessee to perform its obligations under this Agreement;

(viii) Licenses: a copy of Lessee’s air transport license;

(ix) Registration: a copy of all documents enabling the Aircraft and ownership interests to be registered with the FAA, on the Lease Commencement Date in the name of Owner as owner and Lessee as lessee;

(x) Certificate: a certificate of a duly authorized officer of Lessee:

(1) setting out a specimen of each signature referred to in Section 3.1(a)(ii); and

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(2) certifying that the copy of each document specified in this Section 3.1(a)(i), (ii), and (iii) is correct, complete and in full force and effect;

(xi) Payments: all sums due to Lessor under this Agreement on or before the Lease Commencement Date;

(xii) Insurances: certificates of insurance and a letter of undertaking from Lessee’s insurance broker;

(xiii) Financial Statements: the latest available financial statements of Lessee as described in Sections 2.1(g) or 9.2(c);

(xiv) FAA Certificate: certified copy of Lessee’s current Air Operator’s Certificate issued by the FAA;

(xv) FAA Lease Termination Certificate: the FAA Lease Termination Certificate executed by Lessee, for use following the occurrence and continuation of an Event of Default or upon the cancellation, termination, or expiration of this Agreement;

(xvi) Acceptance by Process Agent: a letter from the process agent appointed by Lessee pursuant to Section 16.11(g) accepting its appointment;

(xvii) Maintenance Program: a copy of the Maintenance Program, including the Aircraft serial number in the index of the Approved Maintenance Program, certified by a duly authorised officer of Lessee to be current and valid;

(xviii) KYC: all “Know Your Customer” documents regarding Lessee, as may be requested by Lessor;

(xix) Cape Town: evidence that Lessee has established a transaction user entity account with the International Registry and confirmation from the professional user entity selected by Lessor that it has all necessary consents for Lessee to make registrations with the International Registry required by Lessor upon delivery of the Aircraft to Lessee;

(xx) General: such other documents as Lessor may reasonably request;

(b) evidence that on the Lease Commencement Date, that all filings, registrations, recordings and other actions have been or will be taken which are necessary or advisable to ensure the validity, effectiveness and enforceability of this Agreement and to protect the property rights of Lessor and each Financing Party in the Aircraft, Engines and Parts thereof.

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3.2 Further Lessor Conditions Precedent. The obligations of Lessor to deliver and lease the Aircraft under this Agreement are subject to the further conditions precedent that:

(a) the representations and warranties of Lessee under Section 2.1 are correct and would be correct if repeated on delivery of the Aircraft under this Agreement and Lessee shall have delivered to Lessor a certificate signed by an officer of Lessee to such effect; and

(b) no Default has occurred and is continuing or could reasonably be expected to result from the leasing of the Aircraft to Lessee under this Agreement.

3.3 Lessee Conditions Precedent. Lessee’s obligation to accept delivery of the Aircraft under this Agreement is subject to the following conditions precedent:

(a) Representations and Warranties: the representations and warranties of Lessor under Section 2.3 are correct and would be correct if repeated on delivery of the Aircraft under this Agreement; and

(b) Delivery Condition: the Aircraft being delivered to Lessee in the condition described on Schedule 1.

3.4 Conditions Subsequent.

If not previously provided, Lessee will within 2 Business Days of Delivery, provide Lessor with evidence that the Cape Town filings have been made as required by this Agreement.

3.5 Waiver.

(a) The conditions specified in Sections 3.1, 3.2 and 3.4 are for the sole benefit of Lessor and may be waived or deferred in whole or in part and with or without conditions by Lessor.

(b) The conditions specified in Section 3.3 are for the sole benefit of Lessee and may be waived or deferred in whole or in part and with or without conditions by Lessee.

ARTICLE 4

DELIVERY INSPECTION AND ACCEPTANCE

4.1 Delivery Inspection and Acceptance.

LESSEE COVENANTS TO LESSOR THAT LESSEE HAS USED ITS OWN JUDGMENT IN SELECTING THE AIRCRAFT AND HAS DONE SO BASED ON ITS SIZE, DESIGN AND TYPE. LESSEE ACKNOWLEDGES THAT LESSOR IS NOT A MANUFACTURER, REPAIRER OR SERVICING AGENT OF THE AIRCRAFT.

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4.2 Condition at Delivery. Lessor has advised Lessee that at Delivery the Aircraft will be in the condition set forth in Schedule 1 (“Delivery Condition”). To the extent that at Delivery there are non-substantial or minor deviations from the condition set forth in Schedule 1 which do not affect the airworthiness of the Aircraft, Lessee will nonetheless accept the Aircraft and Lessee and Lessor will adjust the return conditions of the Aircraft set forth in Schedule 5 accordingly, if necessary.

4.3 Technical Acceptance and Delivery Inspection

(a) Lessee confirms that it has prior to the date hereof inspected the Aircraft (including a full inspection of the Aircraft Documents, and reviewed a record of previously conducted MPA runs, boroscope inspections, and full systems checks with power) and that the Aircraft (including the Aircraft Documents) is satisfactory to Lessee in all respects as evidenced by Lessee’s execution and delivery of Lessee’s Technical Acceptance Certificate. At Delivery (as described in Section 5.2), Lessee may, at its cost and expense, conduct the following inspections of the Aircraft (the “Delivery Inspection”), and such Delivery Inspection, if any, will occur during the 5 day period prior to the Anticipated Delivery Date to allow Lessee to:

(i) conduct an inspection of the Aircraft Documents generated since the date of Lessee’s Technical Acceptance Certificate; and

(ii) conduct a visual, walk-around inspection of the interior and exterior of the Aircraft, which shall not include opening any panels, bays or the like, and MPA runs, boroscope inspections, and full systems checks with power, to confirm that the Aircraft is in substantially the same condition as at the date of the Technical Acceptance Certificate.

4.4 Delivery of Aircraft to Lessee. Upon tender of the Aircraft by Lessor to Lessee in the condition required by Schedule 1, Lessee will accept the Aircraft and the date of tender by Lessor to Lessee will be deemed to be the Delivery Date for all purposes under this Lease, including the commencement of Lessee’s obligation to pay Rent in accordance with the terms and conditions hereunder. However, nothing in this Lease will obligate Lessor to deliver the Aircraft to Lessee if Lessee has not complied with the conditions contained in Articles 3.1 and 3.2.

4.5 Lessee Acceptance of Aircraft. If Lessee fails to take delivery of the Aircraft when properly tendered for delivery by Lessor in the condition required hereunder, Lessee will indemnify Lessor for all reasonable costs and expenses incurred by Lessor as a result thereof.

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4.6 Loss of Aircraft. If an Event of Loss of the Aircraft occurs prior to Delivery, neither party will have any further liability to the other except that Lessor will return the Security Deposit in accordance with Section 6.12.

4.7 Delayed Delivery. In the event that the Delivery Date has not occurred by the Final Delivery Date (and such failure is not due to an act or omission of or breach of this Agreement by the party seeking to terminate) then this Agreement may be terminated by either party and neither party will have any further liability to the other except for such obligations hereunder that by their express terms are made to survive the expiration or termination of this Agreement and that Lessor will return the Security Deposit in accordance with Section 6.12.

ARTICLE 5

LEASE COMMENCEMENT

5.1 Leasing. Lessor and Lessee agree that all conditions precedent set forth in Article 3 shall be satisfied (or waived) on or prior to the acceptance of the Aircraft by Lessee pursuant to the terms of this Agreement. On the Lease Commencement Date, Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft on lease in accordance with this Agreement for the duration of the Term. Lessor will deliver and Lessee will accept the Aircraft on the Lease Commencement Date on an “as is, where is” basis at the Delivery Location. On or after the Lease Commencement Date, the Aircraft, and every Part will be in every respect at the sole risk of Lessee, who will bear all risk of loss, theft, damage or destruction to the Aircraft from any cause whatsoever

5.2 Delivery. Lessor has advised Lessee that, as of the date of this Agreement, delivery of the Aircraft is anticipated to occur on the Anticipated Delivery Date. Lessor will notify Lessee from time to time of any changes to the Anticipated Delivery Date. Provided that all conditions precedent set forth in Article 3 have been satisfied (or waived) the Aircraft will be delivered to and accepted by Lessee on the Lease Commencement Date; and on the Lease Commencement Date, to evidence the delivery Lessee shall execute and deliver to Lessor a duly completed and executed Certificate of Acceptance (the “Delivery”).

5.3 Ferry Flight. Immediately following the Delivery, Lessee will ferry or arrange a ferry flight (“Ferry Flight”) of the Aircraft at its sole cost, risk and expense, from the Delivery Location to a facility in the continental United States, or such other location designated and notified to Lessor in writing with at least five (5) days prior notice (“Ferry Location”). Lessor will be entitled to have a representative on board the Aircraft to observe the Ferry Flight. Lessor and Lessee will mutually agree and document any observations or discrepancies from the Delivery Conditions observed on the Ferry Flight, and mutually agree the rectification of any such discrepancies as soon as practicable following the Ferry Flight, with the costs of such rectification being for Lessor’s account.

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5.4 Lease Extension. At least 12 months prior to the Scheduled Expiry Date, provided that no Default or Event of Default has occurred and is continuing, Lessee may provide to Lessor irrevocable written notice of Lessee’s intention to extend the Term for one period of 24 months (the “Extension Option” and such 24-month period, the “Extension Term”). During the Extension Term, the terms and provisions of this Agreement shall continue as set forth herein, and Rent shall be payable on a monthly basis thereafter in the same manner and in the same amount as payable in month immediately prior to the commencement of the Extension Term.

ARTICLE 6

PAYMENTS

6.1 Rental Periods. The first Rental Period will commence on the Lease Commencement Date. Each subsequent payment of Rent will be due thereafter no later than the same day of the month as the Lease Commencement Date except that, if such day is not a Business Day, Rent will be due on the immediately preceding Business Day. If Delivery occurred on the 29th, 30th or 31st of the month and in any given month during the Term in which a Rent payment is due there is no such corresponding date, Rent will be payable on the last Business Day of such month.

6.2 Rent. On each Rent Date, Lessee will pay to Lessor or its order Rent in advance in the amount specified in Part 1 of Schedule 3. Payment must be initiated adequately in advance of the Rent Date to ensure that Lessor receives credit for the payment on the Rent Date. Lessee also agrees to pay to Lessor, or at Lessor’s written direction to whomsoever shall be entitled thereto, any and all Supplemental Rent promptly as the same shall become due and owing. To the extent not specified in this Lease or any related notice or invoice, Supplemental Rent shall be due and owing two (2) Business Days after Lessor’s demand for such amount.

6.3 Maintenance Rent.

(a) On or before the 15^th day of each calendar month during the Term, and on the Expiry Date (each such date, a “Maintenance Rent Payment Date”), Lessee shall pay to the Lessor the Maintenance Rent for the Flight Hours/Cycles flown during the preceding calendar month (or, on the Expiry Date, for the Flight Hours/Cycles flown during the current calendar month) in the amounts and as set forth in Part 1 of Schedule 3.

(b) Lessor will release and pay the Maintenance Rent to Lessee in accordance with the provisions of Part 2 of Schedule 3.

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(c) All Maintenance Rent paid to Lessor shall become the unencumbered property of the Lessor immediately upon its receipt thereof and Lessee shall have no right or claim to such funds except as expressly set out in this Agreement. Upon the expiration or earlier termination of this Lease for any reason whatsoever (including upon the occurrence and continuation of an Event of Default), all Maintenance Rent shall remain the property of Lessor free and clear of any claim by Lessee

(d) On each Maintenance Rent Payment Date, Lessee will pay to Lessor or its order Maintenance Rent in the amount specified in Part 1 of Schedule 3. Lessor will invoice Lessee in advance of the Maintenance Rent Payment Date based on the Monthly Disclosure Report. If Lessee fails to provide the Monthly Disclosure Report, Lessor will be entitled to invoice Lessee for Maintenance Rent based on the most recently provided Monthly Disclosure report (the “Assumed Utilization”). If the actual utilization when reported is less than the Assumed Utilization, Lessor may apply such over payment to any amounts due and owing from Lessee, including the next installment of Maintenance Rent. If the actual utilization when reported is greater than the Assumed Utilization, Lessee shall pay the shortfall in the Maintenance Rent immediately on demand.

(e) If a Maintenance Rent Payment Date falls on a non-Business Day, the Maintenance Rent payable shall be paid on the Business Day immediately preceding the Maintenance Rent Payment Date.

6.4 Payments. Unless otherwise provided herein, all payments by Lessee to Lessor under this Agreement will be made for value on the due date in Dollars and in immediately available funds by wire transfer to the Lessor’s Account or to such other account as Lessor may advise Lessee in writing from time to time.

6.5 Gross-up.

(a) All payments by Lessee under or in connection with this Agreement will be made without set off or counterclaim, and, unless required by applicable Law, free and clear of and without deduction for or on account of all Taxes (other than Indemnitee Taxes);

(b) If Taxes (other than Indemnitee Taxes) in respect of payments under this Agreement shall be for the account of and will be paid by Lessee for its own account; and

(c) If Lessee is compelled by Law to deduct or withhold from any payment any Tax (other than an Indemnitee Tax), Lessee will pay all necessary additional amounts to ensure receipt by Lessor, after deduction or withholding for such Tax, of the full amount so provided for under this Agreement.

6.6 Taxation. Lessee will on demand pay and indemnify each Tax Indemnitee against all Taxes (other than Indemnitee Taxes) levied or imposed against or upon such Tax Indemnitee, the Aircraft, the Rent, this Lease, or the transactions contemplated herein and directly or indirectly relating to or attributable to Lessee, this Agreement, or the importation, exportation, registration, ownership, leasing, subleasing, purchase, delivery, possession, use, operation, repair, maintenance, overhaul, transportation, landing, storage, presence, mortgaging or redelivery of the Aircraft or any part thereof or any rent, receipts, insurance proceeds, income or other amounts arising therefrom or payable hereunder or otherwise arising in connection with the transactions contemplated by this Agreement.

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6.7 Value Added Tax.

(a) For the purposes of this sub-Section:

(i) “VAT” means value added tax and any sales or turnover tax, imposition or levy of a like nature;

(ii) “supply” includes anything on which VAT is chargeable;

(b) Lessee will pay to Lessor the amount of any VAT chargeable in respect of any supply for VAT purposes under this Agreement; and

(c) each amount stated as payable by Lessee under this Agreement is exclusive of VAT (if any) and is accordingly to be construed as a reference to that amount plus any VAT in respect of it.

6.8 Information and Filing.

(a) If a Tax Indemnitee is required by any applicable law, or by any third party, to deliver any report or return in connection with any Taxes for which Lessee is obligated to indemnify such Indemnitee, Lessee will, at its own expense, promptly advise Lessor and the Indemnitee of such requirement and (a) to the extent permitted or required by law, complete and file in its own name such report or return in a manner satisfactory to Lessor and the Tax Indemnitee and in particular will state therein that Lessee is exclusively responsible for the use and operation of the Aircraft and for any Taxes (other than Indemnitee Taxes) arising therefrom, and Lessee will, on request supply a copy of the report or return to Lessor, (b) where such report or return is required to be in the name of or filed by such Tax Indemnitee or the Tax Indemnitee otherwise requests that such report or return be filed in its name, prepare and furnish such report or return for filing by such Tax Indemnitee in such manner as shall be satisfactory to Lessor and such Tax Indemnitee and send the same to the Lessor and such Tax Indemnitee for filing no later than fifteen (15) days prior to the due date and (c) where such return, statement or report is required under applicable law to reflect items related to and in addition to Taxes imposed on or indemnified against under this Section 6 as determined in good faith by such Tax Indemnitee, provide such Tax Indemnitee with information in a form and manner reasonably acceptable to such Tax Indemnitee within a reasonable time, sufficient to permit such report or return to be properly made and timely filed with respect thereto.

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(b) Lessor and any other Tax Indemnitee will provide such information or documents, at Lessee’s expense, that Lessee does not otherwise have as Lessee may reasonably request and which are necessary to enable Lessee to comply with its obligations under this Section 6.8. Lessor and any Tax Indemnitee shall cooperate with Lessee, at Lessee’s cost and expense, in connection with the application for any exemptions or the filing of forms or documents to reduce or eliminate the Taxes for which Lessee has indemnification obligations, provided that neither Lessor nor any other Tax Indemnitee shall be required to take any action that such Person, in good faith, determines may adversely affect it. If notice is given by any Governmental Entity or other taxing authority to Lessor or any Tax Indemnitee that a payment, report or return is required to be filed with respect to which Lessee has an indemnification obligation under this Agreement, Lessor or such Tax Indemnitee, as the case may be, shall promptly notify Lessee of such notice, payment, report and/or return.

6.9 Taxation of Indemnity Payments; Tax Savings; Tax Indemnitee Performance.

(a) If and to the extent that any sums payable to a Tax Indemnitee by Lessee under this Agreement by way of indemnity are insufficient, by reason of any Taxes payable in respect of the receipt or accrual of those sums (and after taking into account any reduction in Indemnitee Taxes realized by the Tax Indemnitee by reason of the payment on accrual of the amount for which the indemnity was paid), for the Tax Indemnitee to discharge the corresponding liability to the relevant third party (including any Government Entity in respect of Taxes), or to reimburse the Tax Indemnitee for the cost incurred by it to a third party (including to any Government Entity in respect of Taxes) Lessee will pay to the Tax Indemnitee such sum as will, after all such Taxes have been fully satisfied, leave the Tax Indemnitee with the same amount as it would have been entitled to receive in the absence of that liability together with interest on the amount of the deficit at the rate of interest stated in Section 6.10 in respect of the period commencing on the date on which the payment of such Tax is finally due until payment by Lessee (both before and after judgment);

(b) If and to the extent that any sum constituting (directly or indirectly) an indemnity to Lessor but paid by Lessee to any Person other than Lessor gives rise to any net increase in Taxes payable by Lessor (and after taking into account any reduction in Indemnitee Tax realized by the Tax Indemnitee by reason of the payment on accrual of the amount for which the indemnity was paid), Lessee will pay to Lessor such sum as will, after all such Taxes have been fully satisfied, indemnify Lessor to the same extent as it would have been indemnified in the absence of such liability together with interest on the amount payable by Lessee under this sub Section at the rate of interest stated in Section 6.10 in respect of the period commencing on the date on which the payment of such Tax is finally due until payment by Lessee (both before and after judgment); and

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(c) At the request of Lessee following any payment or indemnity hereunder, each Indemnitee and Tax Indemnitee shall use good faith in filing its tax returns and in dealing with taxing authorities (a) to seek and claim (x) any Tax benefits by reason of such payment or indemnity pursuant hereto or by reason of the imposition or payment of any Tax or Loss so paid or indemnified by Lessee pursuant hereto or (y) any refund of any Taxes so paid or indemnified by Lessee hereunder, and (b) to minimize Taxes payable or indemnifiable by the Lessee hereunder, provided that (x) no Indemnitee or Tax Indemnitee shall be required to arrange its affairs (Tax or otherwise) or claim any Tax benefit or refund if such action would be materially detrimental to such Indemnitee or Tax Indemnitee, as determined by such Tax Indemnitee or Indemnitee in good faith and (y) no Indemnitee or Tax Indemnitee shall be required to disclose to Lessee any information relating to its affairs (Tax or otherwise) or any computations in respect of Tax. If as a result of the payment or accrual of Taxes paid or indemnified by Lessee, a Tax Indemnitee shall realize any subsequent savings with respect to Indemnitee Taxes not taken into account in the computation of the amount payable by Lessee, the Tax Indemnitee shall notify Lessee that it has realized such savings and pay to Lessee within thirty (30) days of the realization of such savings an amount equal to (i) the net reduction in such Indemnitee Taxes realized by such Tax Indemnitee and (ii) the amount of any further net reduction in Indemnitee Taxes realized and recognized as a result of payments pursuant to this sentence.

6.10 Default Interest.

If Lessee fails to pay any amount payable under this Agreement on the due date therefor, Lessee will pay on demand from time to time to Lessor interest (both before and after judgment) on that amount, from the due date to the date of payment in full by Lessee to Lessor at ten (10) per cent (10%) per annum (“Default Interest”

6.11 Contest. If a claim is made against a Tax Indemnitee or Lessee for any Taxes for which Lessee is obligated to a Tax Indemnitee, or if notice is received by a Tax Indemnitee or Lessee from a Government Entity that such a claim is going to made, such Tax Indemnitee shall notify Lessee, or Lessee shall promptly notify the Tax Indemnitee, as the case may be. If requested by Lessee in writing within thirty (30) days after such notification, the Tax Indemnitee agrees, upon receipt of indemnity satisfactory to it and at the expense of Lessee (including without limitation, all costs, expenses, losses, legal and accounting fees and disbursements, penalties and interest) in good faith to contest the validity, applicability or amount of such Taxes in the forum selected by such Tax Indemnitee by (A) resisting payment thereof if practicable, or (B) if payment is made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, no Tax Indemnitee shall be required to take any action to contest a claim unless (1) Lessee provides the Tax Indemnitee, together with such written request, with an opinion of independent tax counsel reasonably satisfactory to the Tax Indemnitee both as to counsel and substance, to the effect that there is a meritorious basis for such contest, (2) such action to be taken will not result in the risk of an imposition of criminal penalties or, in Lessor’s reasonable judgment, any risk of any sale, forfeiture or loss of the Aircraft, any Engine or any Part, or any interest in any thereof, (3) no Default shall have occurred and be continuing, (4) if Lessee determines reasonably to pay such Tax and seek a refund, Lessee has advanced the amount of such Tax to make such payment, (5) the amount of the Taxes at issue exceeds US$5,000, and (6) Lessee shall have provided

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the Tax Indemnitee with a written acknowledgment of liability if and to the extent that the contest is not successful. Upon written request of Lessee and provided that the Tax Indemnitee determines in good faith that no Tax Indemnitee will be adversely affected by Lessee’s conduct of such contest, the Tax Indemnitee shall allow Lessee to prosecute such tax contest in the name of the Tax Indemnitee (or if possible in the name of Lessee) by granting an appropriate power of attorney or other authorization and such other action as is reasonably necessary, or, upon written request of Lessee, such Tax Indemnitee shall consult with Lessee, keep Lessee informed regarding the tax contest and consider in good faith the recommendations of Lessee as to the prosecution of the tax contest. If the Tax Indemnitee shall obtain a refund of all or any part of such Taxes for which Lessee has paid an indemnity hereunder or advanced funds to the Tax Indemnitee as described above, the Tax Indemnitee shall pay Lessee the amount of such refund, after deducting all out-of-pocket costs and expenses that were incurred by Lessor or Tax Indemnitee in connection therewith. If in addition to such refund an amount representing expenses, attorney’s fees or interest on the amount of such refund is received, Lessee shall be paid such expenses, attorney’s fees and that proportion of such interest which is fairly attributable to taxes, fees and other charges paid by Lessee prior to the receipt of such refund; provided, however, that no amount shall be payable under this or the preceding sentence during any period in which a Default is continuing.

6.12 Security Deposit.

(a) Lessee shall pay to Lessor a security deposit in the amount set forth on Part 1 of Schedule 3 (the “Security Deposit”).

(b) The Security Deposit will serve as security for the performance by Lessee of its obligations under this Agreement and the Other Agreements. Lessee shall not be entitled to receive any amount of interest accrued on the Security Deposit.

(c) The Security Deposit shall be non-refundable during the Term, other than as provided under Section 4.6, 4.7 and in this Section 6.12. Lessee hereby grants Lessor a continuing security interest therein and in all other sums deposited under this Section 6.12, and in all proceeds thereof. Lessor may commingle the Security Deposit with its general funds.

(d) If Lessor has exercised the set-off described in sub-Section (e) above, Lessor will provide notice thereof to Lessee, and Lessee shall within five (5) Business Days restore the Security Deposit to the level at which they stood immediately prior to any set off. Failure by Lessor to provide such notice to Lessee shall not prejudice or limit Lessor’s rights to set-off or to demand Lessee to restore the level of the Security Deposit hereunder.

(f) Provided that no Default shall have occurred and be continuing and provided that Lessee has satisfied all of its obligations that have not been waived under this Agreement (including without limitation its obligations under Section 13 hereof), the Lessor shall pay to Lessee within 30 days following the Expiry Date an amount equal to the amount of the Security Deposit (but not accrued and unpaid interest thereon, which is for the account of Lessor); provided that such amount may be used by Lessor to offset against any obligation of Lessee owing to Lessor under this Agreement or the Other Agreements on the last day of the Term.

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(g) If, prior to the Lease Commencement Date an Event of Loss occurs with respect to the Aircraft, or the Lease is terminated under Section 4.7, Lessor shall refund within 5 Business Days an amount equal to the Security Deposit if already paid to Lessor.

6.13. Absolute. On or after the Lease Commencement Date, Lessee’s obligations under this Agreement are absolute and unconditional irrespective of any contingency whatsoever including (but not limited to):

(a) any right of set-off, counterclaim, recoupment, defense or other right which either party to this Agreement may have against the other;

(b) any unavailability of the Aircraft for any reason, including, but not limited to, a requisition of the Aircraft or any prohibition or interruption of or interference with or other restriction against Lessee’s use, operation or possession of the Aircraft;

(c) any lack or invalidity of title or any other defect in title;

(d) any Event of Loss in respect of or any damage to the Aircraft;

(e) any insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceedings by or against Lessor or Lessee;

(f) any invalidity or unenforceability or lack of due authorization of, or other defect in, this Agreement; and

(g) any other cause which but for this provision would or might otherwise have the effect of terminating or in any way affecting any obligation of Lessee under this Agreement.

Nothing in this Section 6.13 shall be without prejudice to Lessee’s right to claim damages and any other relief from the courts in the event of any breach by Lessor of its obligations under this Agreement or any of the Transaction Documents.

ARTICLE 7

MANUFACTURER’S WARRANTIES

7.1 Assignment. Notwithstanding this Agreement, Lessor will remain entitled to the benefit of each warranty, express or implied, with respect to the Aircraft, any Engine or any Part so far as concerns any manufacturer, vendor, subcontractor or supplier. Provided that unless an Event of Default has occurred and is continuing, Lessor hereby authorizes

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Lessee during the Term to pursue and collect any claim and to exercise all rights of Lessor thereunder in relation to defects affecting the Aircraft, any Engine or any Part and Lessee, if such right is exercised, agrees, at its discretion, to diligently pursue any such claim which arises at its own cost. Lessor will cooperate with Lessee in pursuing such warranty claims. Lessee will notify Lessor promptly upon becoming aware of any such claim (which notice requirement can be satisfied by disclosure of such claim on the Monthly Disclosure Report).

7.2 Parts. Except to the extent Lessor otherwise agrees in a particular case, Lessee will procure that all engines, components, furnishings or equipment provided by the manufacturer, vendor, subcontractor or supplier in replacement of a defective Engine or Part pursuant to the terms of any warranty will be installed promptly by Lessee and that title thereto free of any Liens (other than Permitted Liens) vests in Lessor. On installation those items will be deemed to be an Engine or Part, as applicable.

7.3 Agreement. To the extent any warranties relating to the Aircraft are made available under an agreement between any manufacturer, vendor, subcontractor or supplier and Lessee, Lessee will take all such steps as are reasonably necessary at the end of the Term to ensure the benefit of any of those warranties which have not expired are vested in Lessor.

ARTICLE 8

LESSOR COVENANTS

8.1 Quiet Enjoyment. So long as no Default or Event of Default shall have occurred and be continuing under this Agreement, neither Lessor nor any Person lawfully claiming by or through Lessor shall interfere with Lessee’s quiet use, possession and enjoyment of the Aircraft in accordance with the terms of this Agreement during the Term.

ARTICLE 9

LESSEE’S COVENANTS

9.1 Duration. The undertakings in this Section and in Section 13 will:

(a) except as otherwise stated, be performed at the expense of Lessee; and

(b) remain in force until the return of the Aircraft to Lessor in accordance with this Agreement.

9.2 Information and Access. Lessee will:

(a) notify Lessor forthwith of the occurrence of any breach of Lessee’s obligations to insure the Aircraft under Article 10 or any Default or Event of Default;

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(b) As soon as practicable after the end of the first, second, and third quarterly fiscal periods in each fiscal year of Lessee, and in any event within forty-five (45) days thereafter, provide Lessor with duplicate copies, in English, of:

(i) a consolidated balance sheet of the Lessee as at the end of such quarter, and

(ii) consolidated statements of income and retained earnings of Lessee for such quarterly period.

(c) As soon as practicable after the end of each fiscal year, and in any event within ninety (90) days thereafter, provide Lessor with duplicate copies, in English, of:

(i) a consolidated balance sheet of Lessee as at the end of such year, and

(ii) consolidated statements of income and retained earnings of Lessee for such year, prepared in accordance with GAAP accompanied by an auditor’s report of a firm of independent certified public accountants of recognized standing in the State of Incorporation;

(d) promptly on request, provide Lessor such information in the possession or control of Lessee with respect to its operations which Lessor may from time-to-time reasonably request; provided however, that the extent of such disclosure shall be subject to any limitations imposed on Lessee pursuant to any confidentiality agreement to which Lessee is a party;

(e) promptly upon request, provide Lessor details of any actual, pending or threatened litigation, arbitration or administrative proceedings against Lessee or any of its assets, or the Aircraft, any Engine, or Part which is reasonably likely to adversely affect Lessee’s ability to perform its obligations under any Transaction Document to which it is a party;

(f) promptly after distribution, a copy of all reports and financial statements which LESSEE sends or makes generally available to its stockholders or creditors; and

(g) keep Lessor informed as to current serial numbers of the Engines and any engine installed on the Aircraft;

(h) furnish to Lessor on a calendar monthly basis no later than the 5^th day of each calendar month (the “Monthly Disclosure Due Date”) the Monthly Disclosure Report specifying (i) a calendar monthly utilization report with respect to the Airframe, Engines, and Landing Gear reflecting the Flight Hours and Cycles of operation thereof and with respect to the APU, the APU Hours of operation thereof, (ii) notification within two (2) days of the removal of any Engine, Landing Gear or APU, as to (A) the reason for such removal,

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(B) the location of such item, (C) the total accumulated Flight Hours and Cycles of such item (or total APU Hours with respect to the APU), (D) the Flight Hours and Cycles accumulated since the most recent Engine Refurbishment with respect to any Engine or the most recent Overhaul with respect to any Landing Gear, as applicable, (E) the APU Hours accumulated since the most recent overhaul with respect to the APU, and (F) the intended workscope, if applicable, (iii) information of any accident or incident with respect to any item (other than Parts) within (A) twenty-four (24) hours of the occurrence or detection of any such accident or incident if the same results in injury or death to Persons or damage to property not owned by Lessee and (B) within twenty-four (24) hours of the occurrence or detection of any such accident or incident if the same results in damage to any such item that is estimated by Lessee in good faith to exceed the Damage Notification Threshold (inclusive of labor and materials) to repair the same, (iv) at least sixty (60) days prior written notice as to the time and location of all Airframe Major Checks, (v) in all cases subject to the right of Lessor to provide a Substitute Engine (as set forth on Schedule 3 Part 3) not less than ninety (90) days prior notification of any Engine Refurbishment (which must be consented to by Lessor) with respect to any Engine, notification as to the maintenance provider of such, and the workscope intended to be accomplished, (vi) upon request of Lessor, a copy of the Approved Maintenance Program, inclusive of all revisions issued as of the date of such request, and (vii) from time to time such other information as Lessor may reasonably request;

(i) on each bi-weekly anniversary of the Delivery Date, provide Lessor with a written report of all scheduled routes for the Aircraft;

(j) on request, furnish to Lessor evidence satisfactory to Lessor that all Taxes and charges incurred by Lessee with respect to the Aircraft, including without limitation all payments due to the relevant air traffic control authorities, have been paid and discharged in full; and

(k) give Lessor not less than 60 days’ written notice as to the time and location of all MMEs;

(l) promptly notify Lessor of:

(i) any loss, theft, damage (requiring any Major Repair) or destruction to the Aircraft, any Engine or any Part, or any Major Repair to the Aircraft if the potential cost may exceed the Damage Notification Threshold; and

(ii) any claim or other occurrence likely to give rise to a claim under the Insurances (but in the case of claims under the hull all risk policy only in excess of the Damage Notification Threshold) and details, if requested by Lessor, of any negotiations with the insurance brokers over any such claim.

Lessor agrees that any information required to be disclosed pursuant to this Section 9.2 may be disclosed to Lessor by way of documenting such information on the Monthly Disclosure Report, except where a specific number of days for producing such information is specified in this Section 9.2.

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9.3 Lawful and Safe Operation. Lessee will:

(a) comply with the Law in force in any country or jurisdiction which, during the Term, is applicable to Lessee or the Aircraft or, so far as concerns the use and operation of the Aircraft or an owner or operator thereof, and take all steps to ensure that the Aircraft is not used for any illegal purpose;

(b) not use the Aircraft in any manner contrary to any recommendation of the manufacturers of the Aircraft, any Engine or any Part or any rules or regulation of the Air Authority or for any purpose for which the Aircraft is not designed or reasonably suitable;

(c) ensure that the crew and mechanics employed by it in connection with the operation and maintenance of the Aircraft have the qualifications and hold the certificates required by the Air Authority and applicable Law;

(d) use the Aircraft solely in commercial or other operations for which Lessee is duly authorized by the Air Authority and applicable Law;

(e) not use or locate the Aircraft:

(i) in violation of any applicable Law;

(ii) for any purpose for which the Aircraft was not designed or which is illegal;

(iii) for carriage of any other goods, materials or items of cargo which could reasonably be expected to cause damage to the Aircraft and which would not be adequately covered by the Insurances; or

(iv) to carry cargo or passengers not permitted by the Air Authority or the FAA;

(f) not utilize the Aircraft for purposes of training, qualifying or re-confirming the status of cockpit personnel and mechanics, except for the benefit of Lessee’s cockpit and mechanic personnel and then in such a manner so as to not discriminate against the Aircraft versus other similar type aircraft in Lessee’s fleet;

(g) not operate or locate the Aircraft in any Prohibited Country or in violation of any US Trade Controls or Sanctions;

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(h) not cause or permit the Aircraft to proceed to, or remain at, any location which is for the time being the subject of a prohibition order or any similar order or directive issued by:

(i) any Government Entity of the State of Registration or the Habitual Base; or

(ii) any Government Entity of the country in which such location is situated; or

(iii) any Government Entity having jurisdiction over Lessor, Lessee or the Aircraft;

(i) obtain and maintain in full force and effect and comply in all respects with any conditions, restrictions, impositions (if any) in connection with, any consents, approvals, certificates, licenses, permits and authorizations required for the use and operation of the Aircraft, and for the making of payments required by, and the compliance by Lessee with its other obligations under, this Agreement;

(j) throughout the Term, at Lessee’s cost (other than the out-of-pocket costs and expenses for the establishment, administration and annual fees related to the Trust Agreement, including the fees of Owner Trustee (“Owner Trust Costs”) and costs associated with FAA counsel for the initial registration of the Aircraft, which shall be for Lessor’s account) cause the Aircraft to remain registered in the State of Registration in the name of the Owner naming the Lessee as lessee or operator. Lessee shall cause (or shall cooperate with) the filing and recording of this Agreement in accordance with the applicable laws of the State of Registration and shall cause the interests of Owner and Lessor and the mortgage right of the Agent (if requested by Lessor) and the interests of the Financing Parties in the Aircraft and in the Lease to be fully registered, perfected and protected in the State of Registration, at the sole cost and expense of the Lessor. Lessee shall cause (or shall cooperate with) the registration of the possession right of Lessee in accordance with the provisions of the law of the State of Registration.

9.4 Taxes and other Outgoings. Lessee will promptly pay:

(a) all license and registration fees, Taxes (other than Indemnitee Taxes) and other amounts of any nature imposed by any Government Entity with respect to the Aircraft, including without limitation the purchase, ownership, delivery, leasing, subleasing, possession, use, operation, return, sale or other disposition of the Aircraft; and

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(b) all rent, fees, charges, Taxes (other than Indemnitee Taxes) and other amounts in respect of any premises where the Aircraft, any Engine or any Part thereof is located from time to time; except to the extent that in the reasonable opinion of Lessor such payment is being contested in good faith by appropriate proceedings, in respect of which adequate resources are available to Lessee and non-payment of which does not give rise to any likelihood of the Aircraft, or any interest therein being sold, forfeited or otherwise lost or of criminal or civil liability on the part of Lessor or any Financing Party.

9.5 Sub-Leasing.

(a) Lessee will not, without the prior written consent of Lessor (which consent may be withheld in its sole discretion), sublease or part with possession of the Aircraft, the Engines, or any Part thereof, and except that provided no Event of Default exists, Lessee may part with possession (i) with respect to the Aircraft, the Engines, or any Part to the relevant manufacturers for testing or similar purposes or to an Agreed Maintenance Performer for service, repair, maintenance or overhaul work, or alterations, modifications or additions to the extent required or permitted by this Agreement; (ii) with respect to an Engine or Part, as expressly permitted by this Agreement; provided that (A) any such sublease, if consented to, shall be subject and subordinate to this Agreement, (B) the term of such sublease shall not extend beyond the Term, (C) Lessee, at its cost and expense, shall comply with the terms of Section 9.3(i) to the extent applicable and (D) no such sublease, if consented to, shall release or otherwise affect the obligations of Lessee under this Agreement (all of which obligations of Lessee shall remain unchanged and in full force and effect). Lessee may wet lease the Aircraft pursuant to a wet lease (including without limitation Aircraft Crew Maintenance and Insurance (ACMI) and full charter agreements) so long as (i) Lessee maintains operational control of the Aircraft and the term of such wet lease or charter agreement has a duration of less than 12 months and is not capable of extending past the Term (ii) Lessee is not in Default of this Agreement; and (iii) Lessee has provided Lessor a copy of such wet lease or charter agreement in advance of the commencement thereof.

(b) Any sublease entered into pursuant to the terms hereof shall (i) be expressly subject and subordinate to this Agreement pursuant to an undertaking acceptable to the Lessor in its sole discretion, (ii) be assigned to Lessor as security for the performance by Lessee and/or the Financing Parties of its obligations hereunder and (iii) not have a term extending beyond the Term. No wet lease or relinquishment of possession of the Airframe or any Engine permitted under this Section 9.5 shall in any way discharge or diminish any of Lessee’s obligations to Lessor and the rights and interests of Owner, Lessor and the Financing Parties in and to the Aircraft, or constitute a waiver of any of Lessor’s rights and remedies hereunder. Notwithstanding any sublease, transfer or relinquishment of possession permitted under this Section 9.5, Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Agreement to the same extent as if any such sublease, transfer or relinquishment of possession had not occurred. The cost and expense of any sublease (including the reasonable costs of Owner, Lessor, its Financing Parties and any cost associated with respect to the registration, perfection and recordation of any interests of Owner, Lessor, or Financing Parties) shall be paid by Lessee.

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9.6 Inspection. Lessor and/or the Financing Parties and/or any representative of each of them designated (as applicable) may at any reasonable time, visit or inspect the Aircraft, any Engine, or any Part thereof (and Lessee’s records and books related thereto, including, without limitation, the Aircraft Documents); provided that (a) any such visit or inspection shall be at Lessor’s cost and expense (unless an Event of Default shall have occurred and be continuing, in which case such visit, inspection or survey shall be at Lessee’s cost and expense), (b) Lessor shall provide reasonable prior written notice to Lessee of the date of such visit or inspection (unless an Event of Default shall have occurred and be continuing, in which case no notice shall be required), (c) Lessor shall have no duty or liability to make, or arising out of, any such visit or inspection and (d) so long as no Event of Default shall have occurred and be continuing, Lessor shall not exercise such right so as to disrupt the permitted operations of Lessee. Lessor and/or the Financing Parties may designate a third party to conduct inspections on their behalf of the Aircraft, any Engine, or any Part thereof (and Lessee’s records and books related thereto, including, without limitation, the Aircraft Documents).

9.7 Title.

Lessee will:

(a) have no right, title, or interest, in, or to the Aircraft, except the right to possess and use it on the terms and conditions of this Agreement. Lessee shall, at the cost and expense of Lessor (except as provided in Section 9.3 (j) and in Section 16.17 where such cost and expense shall be paid by Lessee), cooperate with Lessor and undertake such acts and things Lessor may reasonably request to evidence and/or perfect Owner’s interest in the Aircraft or to protect that interest against the claims of any other person except with respect to Lessor Liens. Lessee shall, at Lessor’s sole cost and expense, do, or cause to be done, all acts and things as Lessor may reasonably require to evidence and/or perfect the security interests of the Agent and the Financing Parties in the Aircraft with (i) any relevant registry in the State of Registration and/or the state of Habitual Base of the Aircraft (and other states as appropriate given the operation of the Aircraft) and (ii) the International Registry in accordance with the provisions of the Cape Town Convention. Lessee, at its sole cost and expense (other than in respect of any interests of the Financing Parties, which shall be for Lessor’s account), shall from time to time, do or cause to be done any and all acts and things which may be required or necessary (in the opinion of Lessor, acting reasonably) to ensure that Owner, Lessor, and the Finance Parties have the full benefit of the Cape Town Convention in connection with this Agreement;

(b) not do or knowingly permit to be done or omit or knowingly permit to be omitted to be done any act or thing which impairs rights of Owner as owner and Lessor as lessor of the Aircraft or the rights of any Financing Party as mortgagee, assignee of this Agreement or the validity, enforceability or priority of the Mortgage or the Security Agreement;

(c) on all occasions when the ownership of the Aircraft, any Engine, or any Part is relevant, make clear to third parties that title is held by Owner;

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(d) not at any time (i) represent or hold out Owner, Lessor, or any Financing Party as carrying goods or passengers on the Aircraft or as being in any way connected or associated with any operation or carriage (whether for hire or reward or gratuitously) which may be undertaken by Lessee, or (ii) pledge the credit of Owner, Lessor, or any Financing Party;

(e) ensure that there is always affixed, and not removed or in any way obscured, a fireproof plate (having dimensions of not less than 10 cm. x 7 cm.) provided by Lessor in a reasonably prominent position on the Aircraft and on each Engine stating:

“This Aircraft/Engine is owned by [Owner][, is subject to a first priority Mortgage in favor of [Name of Agent] and is leased to [Lessee].”

(f) not create or permit to exist any Lien (not including Lessor Liens) upon the Aircraft, any Engine, or any Part or the Lease, and promptly discharge all obligations which may give rise to such a Lien;

(g) not do or knowingly permit any Person (not including Owner, Lessor, Agent, or any Financing Party) to do anything which may reasonably be expected to expose the Aircraft, any Engine, or any Part to penalty, forfeiture, impounding, detention, appropriation, damage or destruction or (insofar as the same relates to the operation or use of the Aircraft) Owner, Lessor, Agent, or any Financing Party to any criminal or civil liability, and without prejudice to the foregoing, if any such penalty, forfeiture, impounding, detention or appropriation, damage or destruction occurs, give Lessor notice and use best endeavors to procure the immediate release of the Aircraft, such Engine, or Part, as the case may be;

(h) not abandon the Aircraft, the Engine, or any Part;

(i) pay and discharge or cause to be paid and discharged when due and payable or make adequate provision by way of security or otherwise for all debts, damages, claims and liabilities (including, without limitation, any amounts owing to any relevant air traffic control authority) which have given or might give rise to a Lien (not including Lessor Liens) over or affecting the Aircraft, any Engine, or any Part; and

(j) not attempt, or hold itself out as having any power, to sell, lease or otherwise dispose of the Aircraft, any Engine, any or Part.

9.8 General. Lessee will:

(a) remain duly organized under the laws of the State of Incorporation with power to perform its obligations under this Agreement and will not merge or consolidate into or with any Person, or be acquired by any Person; provided, however, that such merger, consolidation or acquisition may be carried out if the Lessor shall provide its written consent in its sole discretion to such merger, consolidation or acquisition; and

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(b) ensure the Aircraft remains duly registered with the State of Registration; and

(c) ensure that no change will occur in the Habitual Base of the Aircraft without the prior written consent of Lessor.

9.9 Records. Lessee will:

(a) procure that accurate, complete and current records are kept of all flights made by, and all maintenance carried out on, the Aircraft (including in relation to each Engine and Part subsequently installed, before the installation); keep and maintain such records in the English language; keep such records in such manner as the Air Authority may from time to time require; which records will form part of the Aircraft Documents; and

(b) procure access to a revision service in respect of, and will maintain with appropriate revisions in English, all Aircraft Documents, records, logs, and other materials required by applicable laws and consistent with practices of the Air Authority and the FAA in respect of the Aircraft.

9.10 Protection and Approvals.

(a) (i) If the Aircraft is not registered with the FAA, Lessee will, at Lessee’s cost, maintain the registration of the Aircraft with the relevant Air Authority consented to in Lessor’s sole discretion (or such other jurisdiction as the Lessor in its sole discretion may agree to) reflecting the respective interests of any Financing Party, Owner and Lessor and not do or cause to be done anything which might adversely affect that registration and (ii) so long as the Aircraft is registered with the FAA or any other approved Air Authority Lessee will not do or cause to be done anything which might adversely affect the registration of the Aircraft or take any action that might affect the recordation of the interests of the Owner, Lessor or any Financing Party;

(b) Lessee will do all acts and things (including, without limitation, making any filing, recording or registration with the Air Authority or any other Government Entity) and executing and delivering all documents (including, without limitation, any amendment of this Agreement) as may be reasonably required by Lessor:

(i) upon request of the Lessor, and at Lessor’s cost, following any change or proposed change in the ownership or financing of the Aircraft or in the manner of securing the Lessor’s obligations to the Financing Parties; or

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(ii) at Lessee’s cost, following any modification of the Aircraft, any Engine or any Part or the permanent replacement of any Engine or Part in accordance with this Agreement, so as to ensure that the rights of Owner as owner of the Aircraft and under this Agreement and the rights of any Financing Party under the Mortgage in respect thereof apply with the same effect as before.

9.11 Maintenance and Repair. Lessee will:

(a) keep the Aircraft airworthy and in Serviceable condition, and otherwise in as good repair and operating condition, ordinary wear and tear excepted, as when delivered to Lessee;

(b) not change the Approved Maintenance Program or the schedule of maintenance under the Approved Maintenance Program to be inconsistent with the requirements of the Air Authority or the FAA;

(c) (i) subject to sub-Section (ii), maintain the Aircraft in accordance with the Approved Maintenance Program using Agreed Maintenance Performers and perform (at the respective intervals provided in the Approved Maintenance Program) all Major Checks;

(ii) any maintenance to be performed on the Aircraft may be performed by an Agreed Maintenance Performer pursuant to the requirements of the Approved Maintenance Program with no fleet discrimination toward the Aircraft pursuant to the terms of Section 9.11(h). All repairs and modifications and the addition, removal or replacement of equipment, systems or components will be properly documented in accordance with the rules and regulations of the Air Authority and reflected in the Aircraft Documents, including the Manufacturer’s, engine manufacturer’s and other vendor’s and manufacturer’s manuals. In addition, all repairs to the Airframe will be accomplished in accordance with the Airframe Manufacturer’s Structural Repair Manual or FAA-approved data supported by FAA Form 8100. Lessee, at its own expense, shall furnish Lessor upon return of the Aircraft and at such times during the Term as Lessor shall reasonably request, originals or copies (which may be provide via e-mail) of all records created by Lessee relating to the Aircraft; provided, however, the foregoing shall not be deemed or interpreted to diminish or expand any return provision for the Aircraft expressly set forth herein.

(d) comply with all mandatory inspection and modification requirements, airworthiness directives, and other mandatory requirements applicable to the Aircraft, any Engine or Part having a compliance date during the Term, and with respect to Airworthiness Directives, having a compliance date within the Term, and which are required by the Air Authority, and/or the FAA and/or (with regard to alert service bulletins) required by any manufacturer of the Aircraft, any Engine or Part;

(e) comply with all applicable laws and the regulations of the Air Authority and other aviation authorities with jurisdiction over Lessee or the Aircraft, any Engine or Part regardless of upon whom such requirements are imposed and which relate to the maintenance, condition, use or operation of the Aircraft or require any modification or alteration to the Aircraft, any Engine or Part;

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(f) maintain in good standing a current COA (in the appropriate category for the nature of the operations of the Aircraft) for the Aircraft issued by the Air Authority except where the Aircraft is undergoing maintenance, modification or repair required or permitted by this Agreement, and from time to time provide to Lessor a copy on request;

(g) procure promptly the replacement of any Part (not including an Engine) which has become time, cycle or calendar expired, lost, stolen, seized, confiscated, destroyed, damaged beyond repair, unserviceable or permanently rendered unfit for use with a Part that complies with Section 9.18;

(h) not discriminate against the Aircraft (as compared to the aircraft of the same type owned or operated by Lessee ) during the Term or in contemplation of the expiration or termination of this Agreement with respect to the use, operation or maintenance, other than withdrawal of the Aircraft from use and operation as is necessary to prepare the Aircraft for return to Lessor in accordance with this Agreement; provided, however, the foregoing shall not be deemed or interpreted to expand any return provision for the Aircraft expressly set forth herein; and

(i) maintain or cause to be maintained all records and logs required to be maintained by the Air Authority and the FAA, including but not limited to, full traceability back to birth on all life limited parts installed on the Engines and full traceability back to last overhaul on all other life limited parts installed on the Aircraft. All such records and logs shall be maintained in the English language or cross-referenced via an English index and in compliance with the Air Authority and FAA regulations. The records and logs to be maintained shall be in such condition at redelivery for immediate issuance of an COA by the FAA and immediate operation under FAA registration.

(j) notwithstanding anything to the contrary contained herein, any and all maintenance or repair contemplated by this Section 9.11 shall be conducted by an Agreed Maintenance Performer, and Lessor shall be entitled to have representatives present during the performance of such maintenance to observe all aspects of such performance, including, but not limited to, the workscope thereof.

9.12 Removal of Engines and Parts. Lessee will ensure that no Engine or Part installed on the Aircraft is at any time removed from the Aircraft other than:

(a) if replaced as expressly permitted by this Agreement;

(b) if the removal is of an unserviceable item and is in accordance with the Approved Maintenance Program; or

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(c) (i) for the purpose of maintaining, servicing, repairing, storing, overhauling or testing that Engine, Part or the Aircraft, as the case may be; or

(ii) for the purpose of making such modifications to the Engine or the Aircraft, as the case may be, as are permitted under this Agreement;

and then in each case only if it is reinstalled or replaced by an engine or part complying with Section 9.13 or Section 9.18 as soon as practicable and in any event no later than the earlier of thirty (30) days from its removal or the Expiry Date.

9.13 Installation of Engines and Parts. Lessee will:

(a) ensure that, except as permitted by this Agreement, no engine is installed on the Aircraft unless:

(i) in the case of an engine, it is an engine of the same model as, or an improved or advanced version of the Engine it replaces, which is in the same or better operating condition as the replaced Engine and is capable of operation on the Airframe with the other Engine thereon to the same operating specifications as the replaced engine when originally installed on the Aircraft, or is an engine provided by Lessor pursuant to Part 3 of Schedule 3;

(ii) in the case of a part, it is in as good operating condition as the Part it replaces, bears an FAA Form 8130-3 or EASA Dual Release, and is approved for use by the Air Authority and the FAA, or the respective manufacturer;

(iii) in the case of a part (not including an engine), it has become and remains the property of Owner free from any Lien and upon installation on the Aircraft will without further act be subject to this Agreement and the Mortgage;

(iv) in each case, Lessee has complete copies of its Air Authority required source and maintenance records;

(v) in the case of a Replacement Engine, Lessee shall have taken such other action as Owner, Lessor or the Agent shall reasonably request (including, without limitation, making any appropriate filings in the State of Registration and/or amending or supplementing this Agreement and/or the Mortgage) to protect the rights of Owner or the Agent in and to such engine; and

(vi) in the case of a Replacement Engine, Lessee shall have delivered to Owner, Lessor, and the Agent the documents, and shall have taken the actions specified in Section 12.2 and delivered to Owner, Lessor, and the Agent a certificate signed by an authorized officer of Lessee to the effect that each of the conditions specified in this Section 9.13 shall have been satisfied.

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(b) if no Event of Default has occurred which is continuing, be entitled to install any engine or part on the Aircraft by way of temporary replacement for an Engine or a Part notwithstanding Section 9.13(a) if:

(i) there is not available to Lessee at the time and in the place that engine or part is required to be installed on the Aircraft, a Replacement Engine or, as the case may be, part complying with the requirements of Section 9.13(a); and

(ii) it would result in an unreasonable disruption of the operation of the Aircraft and/or the business of Lessee to ground the Aircraft until a Replacement Engine or, as the case may be, part complying with Section 9.13(a) becomes available for installation on the Aircraft; and

(iii) no later than the earlier of thirty (30) days (or sixty (60) days in the case of an engine) following its installation or the Expiry Date, Lessee removes any such engine or part and replaces it with the Engine or Part replaced by it, or by a Replacement Engine or Part, as the case may be, complying with Section 9.13(a); and

(iv) Lessor agrees for the benefit of the owner or lessor of, and any Person (including but not limited to an agent or financing party) holding a security or other interest in, such engine or part, to execute a reciprocal recognition of rights letter in customary form and otherwise acceptable to Lessor, confirming that neither Lessor nor any Person claiming an interest hereunder by or through Lessor, and their respective successors and assigns, will acquire or claim any right, title or interest in an engine or part installed pursuant to Section 9.13(b) while installed on the Aircraft.

9.14 Non-installed Engines and Parts. Lessee:

(a) will ensure that any Engine or Part which is not installed on the Aircraft is, except as expressly permitted by this Agreement, properly and safely stored, and kept free from any Liens; and

(b) will notify Lessor whenever any Engine is removed from the Aircraft (such notification can be satisfied by providing such information in the Monthly Disclosure Report) and, from time to time, on written request from Lessor, procure that any Person (not including a commercial shipping company) to whom possession of an Engine is given, gives a written acknowledgement to Lessor, in form and substance reasonably satisfactory to Lessor, that it will respect the interests of the Agent as mortgagee and Lessor as owner and lessor of the Engine and will not seek to exercise any rights whatsoever in relation to it.

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9.15 Modifications.

(a) Lessee will not, and will not permit any Person to, make any Modification, except for a Modification which:

(i) is expressly permitted or required by this Agreement,

(ii) is purely cosmetic in nature (including the painting of Lessee’s insignia), or

(iii) is expected to cost no more than the Modification Threshold Amount, and is not permanent or structural in nature; or

(iv) is the Interior Configuration Modification.

(b) Lessor may review Lessee’s proposed designs, plans, engineering drawings and diagrams, and flight and maintenance manual revisions for any proposed Modification, with such documents in final form and any other documents required by Law, as a result of such Modification. All Modifications incorporated on the Aircraft will be properly documented in the Aircraft Documentation and approved by the FAA and the Air Authority. All Modifications will also be accomplished in accordance with FAA-approved data supported by an FAA Form 8110-3, FAA Form 8100-9 or FAA supplemental type certificate.

(c) Notwithstanding any other provision of this Lease, no Modification will be made which has the effect of decreasing the utility or value of the Aircraft or invalidating any warranty applicable to the Aircraft.

(d) So long as a Default has not occurred and is continuing, Lessee may remove, or permit the removal of, any temporary Modification if (i) it can be removed from the Aircraft without diminishing or impairing the value, utility, condition or airworthiness of the Aircraft and (ii) Lessee restores the Aircraft to its condition prior to such Modification.

9.16 Title to Parts and Engines.

(a) Title to all Engines and Parts installed on the Aircraft whether by way of replacement, as the result of a Modification or otherwise (except those installed pursuant to Section 9.13(b) for the period referenced) will, on installation, without further act, vest in Owner subject to this Agreement and the Mortgage free and clear of all Liens. Lessee will at its own expense take all such steps and execute, and procure the execution of, all such instruments as Lessor may require and which are necessary to ensure that title so passes to Owner according to all applicable laws. At any time when requested by Lessor, Lessee will provide evidence to Lessor’s satisfaction (including the provision, if required, to Lessor of one or more legal opinions) that title has so passed to Owner;

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(b) Lessor may require Lessee to remove any Modification for which it has not received the requisite consent, and to restore the Aircraft to its condition prior to such Modification; and

(c) Any Engine or Part at any time removed from the Aircraft will remain the property of Owner until a replacement has been made in accordance with this Agreement and until title in that replacement has passed, according to applicable laws, to Owner subject to this Agreement and the Mortgage free of any Lien, whereupon title to the replaced Engine or Part, will, provided no Default has occurred and is continuing, pass to Lessee, free of Lessor Liens.

9.17 Registration. Lessee, at its cost and expense (other than Owner Trust Costs, and other costs identified as for Lessor’s account as per Section 9.3 (j)), shall permit and maintain, as applicable, the Aircraft throughout the Term to be registered with the FAA. Lessee shall also from time to time to time take all other steps then required by Law (including the Geneva Convention or the Cape Town Convention if and as applicable) or by practice, custom or understanding or as Lessor may reasonably request to protect and perfect Lessor’s interest in the Aircraft and this Lease in the State of Registration or in any other jurisdictions in or over which Lessee may operate the Aircraft

9.18 Replacement of Parts. Lessee shall replace, at its own expense, all Parts which may from time to time become unserviceable, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever with replacement parts as set forth in this Section 9.18. Each such replacement part incorporated or installed in or attached or added to the Airframe or any Engine shall:

(a) be free and clear of all Liens;

(b) be in airworthy and as good operating condition, and have the same interchangeable modification status as, and have a value and utility at least equal to, the Part replaced (assuming it was in the condition and repair required under this Agreement);

(c) be of the same make and the same or more advanced model as the Part being replaced and, if the Part being replaced is a rotable and is an OEM Part, be manufactured by the OEM for such rotable Part (unless Lessor shall have given its prior written consent to replacement of such OEM Part with a non-OEM Part);

(d) have a current, legal and valid release certificate/airworthiness approval tag identified as FAA 8130-1 or EASA Dual Release Form 1, and Lessee has complete copies of its Air Authority and FAA required source and maintenance records; and

(e) be made subject to the Lien of any applicable financing documents to which one or more Financing Parties is a party. Notwithstanding any other provision herein, No PMA Part may replace a Part or be installed without the prior consent of Lessor.

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So long as a substitution meets the requirements of the Maintenance Program and Air Authority and the FAA, Lessee may substitute for any Part a part that does not meet the requirements of this Section 9.18 if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as possible the noncomplying part is removed and replaced by a complying Part.

9.19 Ownership of Parts. Immediately upon any part (including Modification Parts) becoming incorporated in, installed on or attached to the Airframe or any Engine, without further act: (a) title to each part incorporated, installed or attached in accordance with Section 9.18 and which complies with the requirements of Section 9.18 shall thereupon (x) vest (with full title guarantee) in Owner, free and clear of all Liens, (y) be made subject to the Lien of any applicable financing document, and (z) and such part shall become subject to this Agreement be deemed a “Part” of such Airframe or such Engine for all purposes hereof; and (b) title to any replaced Part shall thereupon vest in Lessee, free and clear of all rights of Owner and all Lessor Liens and shall no longer be deemed a Part.

If any part which does not comply with the requirements of Section 9.18 is incorporated in, installed in or attached to the Airframe, title to such part shall not vest in Owner and title to the replaced part shall not vest in Lessee until a part complying with this Section 9.18 is incorporated, installed in or attached to the Airframe. Lessee will, at its own expense, take all such steps and execute, and procure the execution of, all such instruments as Lessor may reasonably require and which are necessary to ensure that title so passes to Owner according to all applicable Laws. At any time when requested by Lessor, Lessee will provide evidence to Lessor’s reasonable satisfaction that title has so passed to Owner. All Parts (other than Parts replaced in accordance with Section 9.18) at any time removed from the Airframe or any Engine shall remain the property of Owner, no matter where located, until such time as such Parts shall be replaced by Parts which have been incorporated or installed in or attached to the Airframe or any Engine.

ARTICLE 10

INSURANCE

10.1 Insurances. Lessee will, or will cause to, effect and maintain in full force during the Term insurances in respect of the Aircraft in form and substance satisfactory to Lessor (the “Insurances” which expression includes, where the context so admits, any relevant re-insurance(s)) through such brokers and with such insurers that meet the requirements of sub-Sections 10.1 (a) and (b) below and having such deductibles and being subject to such exclusions as may be approved by Lessor and the Agent (both acting reasonably) and as are in line with standard market practice. The Insurances will be effected either:

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(a) on a direct basis with insurers of recognized standing who normally participate in aviation insurances in the London or United States markets and led by reputable underwriter(s); and/or

(b) with a single insurer or group of insurers who effects substantial reinsurance with reinsurers who normally participate in the international aviation insurance markets and through brokers each of recognized standing for a percentage reasonably acceptable to Lessor of all risks insured (the “Reinsurances”).

10.2 Requirements. Lessor’s current requirements as to required Insurances are as specified in this Section and in Schedule 4. Lessor may from time to time, if there is a change in the generally accepted industry practice for the insurance of aircraft and airlines of the same type as the Aircraft and Lessee, and if such change means that the current Insurances are insufficient to protect Lessor’s and Owner’s interests, stipulate other requirements for the Insurances so that the scope and level of coverage is maintained in line with commercially prudent practice of lessees in general operating comparable airline operations; provided, however, in no event will the Agreed Value and Minimum Liability Coverage be decreased.

10.3 Insurance Covenants. Lessee will:

(a) ensure that all legal requirements as to insurance of the Aircraft, any Engine or any Part which may from time to time be imposed by the laws of the State of Registration or any state to, from or over which the Aircraft may be flown, in so far as they affect or concern the operation of the Aircraft, are complied with and in particular those requirements compliance with which is necessary to ensure that (i) the Aircraft is not in danger of detention or forfeiture, (ii) the Insurances remain valid and in full force and effect, and (iii) the interests of the Indemnitees in the Insurances and the Aircraft or any Part are not thereby prejudiced;

(b) not use, cause or permit the Aircraft, any Engine or any Part to be used for any purpose or in any manner not covered by the Insurances or outside any geographical limit imposed by the Insurances;

(c) comply with the terms and conditions of each policy of the Insurances and not do, consent or agree to any act or omission which:

(i) invalidates or may invalidate the Insurances; or

(ii) renders or may render void or voidable the whole or any part of any of the Insurances; or

(iii) brings any particular liability within the scope of an exclusion or exception to the Insurances;

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(d) not take out without the prior written approval of Lessor any insurance or reinsurance in respect of the Aircraft to the extent such insurance has the effect of invalidating the Insurances;

(e) commence renewal procedures at least 30 days prior to expiry of any of the Insurances and provide to Lessor certificates of insurance (and where appropriate certificates of reinsurance), and a broker’s (and any reinsurance brokers’) letter of undertaking in a form reasonably acceptable to Lessor in English, detailing the coverage and confirming the insurers’ (and any reinsurers’) agreement to the specified insurance requirements of this Agreement within 7 days after each renewal date;

(f) on written request, from time to time, provide to Lessor certificates of insurance evidencing the Insurances;

(g) on request, provide to Lessor evidence that the Insurance premiums have been paid;

(h) not make any modification or alteration to the Insurances that are adverse to the interests of any of the Indemnitees without Lessor’s prior written consent;

(i) be responsible for any deductible under the Insurances; and

(j) provide any other insurance and reinsurance related information, or assistance, in respect of the Insurances as Lessor may reasonably require and request in writing.

10.4 Failure to Insure. If Lessee fails to maintain the Insurances in compliance with this Agreement, each of the Indemnitees will be entitled but not bound (without prejudice to any other rights of Lessor under this Agreement):

(a) to pay the premiums due or to effect and maintain insurances satisfactory to it or otherwise remedy Lessee’s failure in such manner (including, without limitation to effect and maintain an “owner’s interest” policy) as it considers appropriate. Any sums so expended by it will become immediately due and payable by Lessee to Lessor together with interest thereon at the rate specified in Section 6.10, from the date of expenditure by it up to the date of reimbursement by Lessee; and

(b) at any time while such failure is continuing, to require the Aircraft to remain at any airport or at any other location approved by Lessor, until the failure is remedied to its satisfaction.

10.5 Continuing Indemnity. Lessee shall effect and to maintain insurance after the Expiry Date with respect to its liability under the indemnities in Section 11 for the lesser of (a) two (2) years and (b) the date on which the next C-Check is completed after the Expiry Date, which provides for each Indemnitee to be named as additional insured. Lessee’s obligation in this Section shall not be affected by Lessee ceasing to be lessee of the Aircraft and/or any of the Indemnitees ceasing to have any interest in respect of the Aircraft.

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10.6. Application of Insurance Proceeds As between Lessor and Lessee:

(a) All insurance payments due in respect of the Aircraft and its operation under this Agreement will be made by the insurers in accordance with Lloyds Clause AVN67B;

(b) all insurance payments received as the result of an Event of Loss occurring during the Term will be settled jointly with Lessor and Lessee, and will be payable in Dollars to the applicable Financing Party, as sole loss payee, unless there is no Financing Party, in which case all such payments will be payable to Lessor;

(c) all insurance proceeds of any property, damage or loss to the Aircraft, any Engine or any Part occurring during the Term not constituting an Event of Loss and equal to or in excess of the Damage Notification Threshold will be paid to repairer for repairs or for replacement property in accordance with this Agreement. Insurance proceeds in amounts below the Damage Notification Threshold may be paid by the insurer directly to Lessee. Any balance remaining may be retained by Lessor;

(d) all insurance proceeds in respect of third-party liability will, except to the extent paid by the insurers to the relevant third party, be paid directly to Lessor in satisfaction of the relevant liability or to Lessee as reimbursement if Lessee shall have made such third-party payment;

(e) notwithstanding Sections 10.6(b), (c) or (d), if at the time of the payment of any such insurance proceeds a Default has occurred and is continuing, all such proceeds will be paid to Lessor to be applied toward payment of any amounts which may be or become payable by Lessee in such order as Lessor sees fit or as Lessor may elect.

ARTICLE 11

INDEMNITY

11.1 General. Lessee agrees to defend, indemnify and hold harmless the Indemnitees from and against any and all claims, proceedings, losses, liabilities, suits, judgments, costs, expenses, penalties or fines of any kind or nature (each a “Claim”):

(a) which may at any time be suffered or incurred as a result of or connected with the possession, delivery, performance, management, ownership, registration, control, maintenance, condition, service, repair, overhaul, leasing, subleasing, use, operation or return of the Aircraft, any Engine or any Part (either in the air or on the ground) whether or not the Claim may be attributable to any defect in the Aircraft, any Engine or any Part or to its design, testing or use or otherwise, and regardless of when the same arises or whether it arises out of or is attributable to any act or omission, negligent or otherwise, of any Indemnitee;

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(b) which arise out of any act or omission which invalidates or which renders voidable any of the Insurances;

(c) which may at any time be suffered or incurred as a consequence of a breach of any obligation of confidentiality owed to any Person;

but excluding any Claim against, or in relation to, a particular Indemnitee, to the extent such Claim:

(i) is covered pursuant to another indemnity provision of this Agreement, or

(ii) relates to expenses or other obligations that Lessor has expressly agreed to pay or perform under this Agreement, or

(iii) arises as a result of the willful misconduct or gross negligence of an Indemnitee, or

(iv) relates to expenses solely attributable to Lessor Liens, or

(v) is judicially determined to be attributable to acts or events which occur after the Expiry Date and return of the Aircraft to Lessor in the condition required hereunder, but in any such case only to the extent not attributable to acts or omissions of Lessee;

provided always that, subject (x) to no Event of Default having been declared and being continuing and (y) to Lessee first ensuring that Lessor is indemnified and secured to Lessor’s reasonable satisfaction against all Claims thereby incurred or to be incurred, Lessee shall be entitled to take, in the name of Lessor, such action as Lessee shall see fit (in good faith and in a commercially reasonable manner and with counsel satisfactory to Lessor) to defend or avoid any such Claims as are referred to in sub-Sections (a), (b) and (c) above, or to recover the same from any third party, provided, further, that any such action does not involve any risk of criminal or civil liability to Lessor or any risk of the sale, loss or forfeiture of the Aircraft; provided, further, that to the extent that other claims related or unrelated to the transactions contemplated hereby are part of the same proceeding involving such Claims, Lessee may assume responsibility for the control of such proceeding to the extent that the same may be and is severed from such other claims (and Lessor shall use its reasonable efforts to obtain such severance) and, if not severable, Lessee may assume joint control thereof with the Lessor; provided, further, that no such Claims shall be compromised on a basis that admits any criminal or civil violation, gross negligence, fault or willful misconduct on the part of the Lessor without the Lessor’s express written consent. Subject to Lessee providing the Insurances, the Lessor may

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participate at its own expense in any judicial proceeding controlled by the Lessee pursuant to the preceding provisions; and such participation shall not constitute a waiver of the indemnification provided in this Section. Nothing contained in this Section shall be deemed to require the Lessor to contest any Claims or to assume responsibility for or control of any judicial proceeding with respect thereto. Notwithstanding the foregoing, the Lessor shall not be required to contest any Claims, cooperate with the Lessee in the defense of any Claims or agree to the settlement of any Claims if Lessor shall expressly waive its right to indemnification with respect to such Claims under this Section.

11.2 Duration. The indemnities contained in this Agreement will continue in full force after the expiration of the Term.

ARTICLE 12

EVENTS OF LOSS

12.1 Event of Loss; Aircraft. If an Event of Loss occurs, Lessee will pay the Agreed Value to Lessor on or prior to the earlier of (i) forty-five (45) days after the date of the Event of Loss and (ii) the date of receipt of insurance proceeds in respect of that Event of Loss. Following the occurrence of an Event of Loss and until such time as the Agreed Value shall have been paid by Lessee, all of Lessee’s obligations that are still capable of performance shall continue in full force and effect. Subject to the rights of any insurers and reinsurers or other third party, upon irrevocable payment in full to Lessor of the Agreed Value and all other amounts which may be or become payable to Lessor under this Agreement, Lessor will without recourse or warranty (except as to Lessor’s Liens) and without further act, be deemed to have transferred to Lessee all of Owner’s rights to the Aircraft or any Engines or Parts not installed when the Event of Loss occurred, all on an “as is where is” basis, and will at Lessee’s expense, execute and deliver such bills of sale and other documents and instruments as Lessee may reasonably request to evidence (on the public record or otherwise) the transfer and the vesting of Owner’s rights in the Aircraft or such Engines or Parts in Lessee or Lessee’s insurer, as applicable, free and clear of all rights of Owner and Lessor Liens.

12.2 Event of Loss; 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, Lessee shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor written notice thereof and shall, within forty-five (45) days after the occurrence of such Event of Loss, convey or cause to be conveyed to Lessor, as replacement for the Engine with respect to which such Event of Loss occurred, title to a Replacement Engine. Prior to or at the time of any such conveyance, Lessee, at its own expense, will (i) furnish Lessor with a warranty (as to title) bill of sale, in form and substance reasonably satisfactory to Lessor, with respect to such Replacement Engine and (ii) furnish Lessor with a certificate of insurance establishing compliance with the insurance provisions of Section 10 hereof with respect to such replacement engine and Lessor will cause to transfer to or at the direction of Lessee without recourse, representation

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or warranty all of Owner’s right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a bill of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer free and clear of all rights of Owner and of all Lessor Liens and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an “Engine”. No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any suspension or reduction in Rent.

12.3 Requisition. If the Aircraft, Airframe, any Engine or the APU is requisitioned for use by any Government Entity, Lessee will promptly notify Lessee of such requisition. All of Lessee’s obligations hereunder will continue as if such requisition had not occurred. So long as no Default or Event of Default has occurred and is continuing, all payments received by Lessor or Lessee from such Government Entity will be paid over to or retained by Lessee. If a Default or Event of Default has occurred and is continuing, all payments received by Lessee or Lessor from such Government Entity may be used by Lessor to satisfy any obligations owing by Lessee.

ARTICLE 13

RETURN OF AIRCRAFT

13.1 Return and Airworthiness. On the Expiry Date or termination of the leasing of the Aircraft under this Agreement, Lessee will, at its expense, redeliver the Aircraft and Aircraft Documents to Lessor at the Redelivery Location in a condition complying with this Article 13 and Schedule 5.

The Aircraft shall be free and clear of all Liens will possess a current Certificate of Airworthiness issued by the FAA (although this Certificate of Airworthiness may later be replaced by an Export Certificate of Airworthiness or equivalent if requested by Lessor). In addition, even if Lessee must perform engineering, maintenance and repair work on the Aircraft beyond the requirements of Article 9, the Aircraft at return must be in the condition required in order to meet the requirements for issuance of a U.S. Standard Certificate of Airworthiness for transport category aircraft issued by the FAA in accordance with FAR Part 21 and, in addition, to meet the operating requirements of FAR Part 121 with no restrictions imposed.

13.2 Final Inspection. Not less than fifteen days prior to the Anticipated Expiry Date, or such time as may be mutually agreed the Aircraft shall be presented to Lessor and its representatives at the Redelivery Location for inspection. Such final inspection, which shall be performed completely in Lessor’s presence (“Final Inspection”) in order to verify that the condition of the Aircraft complies with this Agreement. The Final Inspection shall be a full systems functional and operational inspection of the Aircraft (and other types of reasonable inspections based upon aircraft type, age and other relevant factors) as mutually agreed with Lessee, and such inspection will be long enough to permit Lessor to:

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(a) inspect the Aircraft Documents;

(b) inspect the Aircraft and uninstalled Parts;

(c) in respect of the Engines, perform a maximum power assurance run; and video borescope;

(d) observe a Demonstration Flight which shall not exceed two hours, with as many as two representatives of Lessor as on board observers, operated by Lessee’s flight crews at Lessee’s sole cost and expense; and

(e) perform a full systems functional and operational inspection.

13.3 Non-compliance and Continuing Obligations. To the extent that, at the time of Final Inspection, the condition of the Aircraft does not comply with this Agreement, Lessee will, at its cost and expense, rectify the non-compliance and the Aircraft shall remain out of service during such period.

In the event that Lessee does not return the Aircraft to Lessor on the Expiry Date and in the condition required by this Article 13 and Schedule 5 for any reason:

i) the obligations of Lessee under this Lease will continue in full force and effect on a day-to-day basis until such return. This will not be considered a waiver of any Event of Default or any right of Lessor hereunder.

) Until such return, the Agreed Value will be an amount equal to the Agreed Value on the day the Aircraft should have been returned to Lessor pursuant to this Lease.

i) Without limiting Lessor’s rights and remedies under Article 14 and until such time as the Aircraft is redelivered to Lessor and put into the condition required by this Article 13 and Schedule 5, instead of paying the Rent specified in Section 6.2, Lessee will pay the amount of Rent in effect on the Expiry Date (multiplied by the Holdover Percentage) for each day from the scheduled Expiration Date until the Termination Date. Payment will be made upon presentation of Lessor’s invoice.

ii) Lessor may elect, in its sole and absolute discretion, to accept the return of the Aircraft prior to the Aircraft being put in the condition required by this Article 13 and Schedule 5 and thereafter have any such non-conformance corrected at such time as Lessor may deem appropriate (but within 120 days following the return of the Aircraft) and at commercial rates then charged by the Person selected

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by Lessor to perform such correction. Any expenses incurred by Lessor for such correction will be payable by Lessee within 10 days following the submission of a written statement by Lessor to Lessee, identifying the items corrected and setting forth the expense of such corrections. Lessee’s obligation to pay such amounts will survive the Termination Date.

13.4 Redelivery. Upon redelivery Lessee will provide to Lessor all documents necessary to remove the Aircraft from the Habitual Base as provided in Schedule 5 (Return Conditions). Not less than 30 days prior to the redelivery of the Aircraft (or such date as may be mutually agreed), Lessee shall give Lessor access to all logs, manuals, data and inspection, modification and overhaul records (including historical records necessary to prove LLP traceability) current and updated as applicable and compliant with Air Authority and FAA rules and regulations; provided however, records in respect of maintenance and repair performed at the end of the Term to comply with return conditions shall be made available to Lessor upon completion of such maintenance and repair.

13.5 Export and Deregistration of Aircraft. At Lessor’s request, Lessee at its cost will (i) provide an Export Certificate of Airworthiness or its equivalent from the State of Registration so that the Aircraft can be exported to the country designated by Lessor, (ii) deregister the Aircraft from the register of aircraft in the State of Registration, (iii) arrange for prompt confirmation of such deregistration to be sent by the registry in the State of Registration to the next country of registration and (iv) perform any other acts required by Lessor in connection with the foregoing; so long as such acts do not result in an increase in costs that the Lessee would otherwise incur at return or such acts would not cause in and of themselves a delay in the return of the Aircraft (unless Lessor agrees to bear such additional costs and accept the delay).

13.6 Acknowledgement. Following completion of the Final Inspection at the Redelivery Location, and Lessor’s confirmation that the Aircraft is in the redelivery condition, Lessor shall execute and deliver to Lessee a signed Redelivery Certificate in the form attached hereto as Schedule 6 confirming that Lessee has redelivered the Aircraft to Lessor in accordance with this Agreement.

13.7 Approved Maintenance Program.

(a) Prior to the expiration of the Term and upon Lessor’s request, Lessee will provide Lessor or its agent access, subject to a reasonable prior notice, to the Approved Maintenance Program and the Aircraft Documents in order to facilitate the Aircraft’s integration into any subsequent operator’s fleet.

(b) Lessee will, if requested by Lessor to do so, upon return of the Aircraft deliver to Lessor a certified true current and complete copy of the time limited manuals and such other portions of the Approved Maintenance Program as may be reasonably requested by Lessor. Lessor agrees that it will not disclose the contents of the Approved Maintenance Program to any Person or entity except to the extent necessary to monitor Lessee’s compliance with this Agreement and/or to bridge the maintenance program for the Aircraft from the Approved Maintenance Program to another program after the Expiry Date.

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13.8 Fuel. Upon redelivery of the Aircraft to Lessor, the amount of fuel in the fuel tanks of the Aircraft will be the same as that in the fuel tanks of the Aircraft on the Lease Commencement Date.

13.9 Engines, APU and Landing Gear. The Aircraft will be returned with Lessor’s Engines, APU and Landing Gear installed and with the same equipment as at Delivery, subject only to those replacements, additions and Modifications permitted under this Lease.

ARTICLE 14

DEFAULT AND EARLY TERMINATION

14.1 Events. Each of the following events will constitute an Event of Default and a repudiation of this Agreement by Lessee:

(a) Non-payment: Lessee fails to make any payment of (i) Rent or Maintenance Rent when due, or (ii) any Supplemental Rent within five (5) calendar days after receipt by Lessee of written notice from Lessor that any such amount is due; or

(b) Insurance: Lessee fails to comply with any provision of Section 10 or any insurance required to be maintained under this Agreement is cancelled or terminated or notice of cancellation is given in respect of any such insurance; or

(c) Breach: Lessee fails to comply with any other provision of any Transaction Document and, if such failure is in the reasonable opinion of Lessor capable of remedy, the failure continues for fifteen (15) calendar days after notice from Lessor to Lessee; or

(d) Representation: any representation or warranty made (or deemed to be repeated) by Lessee in or pursuant to any Transaction Document to which it is a party or in any document or certificate or statement is or proves to have been incorrect in any respect when made or deemed to be repeated; or

(e) Approvals: Any consent, authorization, license, certificate or approval of or registration required to enable Lessee to perform its ability to operate the Aircraft in accordance with the provisions of this Agreement is withheld, or is revoked, suspended, cancelled, withdrawn, terminated or not renewed, or otherwise ceases to be in full force; or

(f) Insolvent:

(i) Lessee is, or is deemed for the purposes of any Law to be, unable to pay its debts as they fall due or to be insolvent, or admits inability to pay its debts as they fall due; or

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(ii) Lessee suspends making payments on all or any class of its debts or announces an intention to do so, or a moratorium is declared in respect of any of its indebtedness; or

(g) Liquidation and Similar Proceedings:

(i) a meeting of the shareholders or directors of Lessee is convened to consider a resolution to present an application for an administration order or any such resolution is passed; or

(ii) any step (including petition proposal or convening a meeting) is taken with a view to a composition, assignment or arrangement with any creditors of, or the rehabilitation, administration, custodianship, liquidation, or dissolution of Lessee or any other insolvency proceedings involving Lessee; or

(iii) any order is made or resolution passed for any such composition, assignment, arrangement, rehabilitation, administration, custodianship, liquidation, dissolution or insolvency proceedings of Lessee becomes subject to or enters into any of the foregoing; or

(iv) any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrator, examiner or the like is appointed in respect of Lessee or any of their assets; or

(v) notwithstanding the foregoing, none of the following shall be considered an Event of Default for purposes of this Agreement:

(1) any step or action described above in sub-Section (i) through (iv) and which is or are (1) commenced or taken by any Person (other than Lessee), (2) being contested in good faith and by appropriate proceedings by Lessee, and (3) discharged or stayed within sixty (60) days of the presentation or commencement thereof; and

(2) any step or action described above in sub-Section (i) through (iv) which has been previously approved by Lessor; or

(h) Receiver:

(i) an administrative or other receiver or manager is appointed in respect of Lessee any part of their assets; or

(ii) Lessee requests any Person to appoint such a receiver or manager; or

(iii) any other steps are taken to enforce any security interest over all or any material part of the assets of Lessee; or

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(iv) any attachment, sequestration, distress or execution affects any material assets of Lessee and is not discharged within sixty (60) days; or

(i) Other Jurisdiction: there occurs in relation to Lessee any event anywhere, in the reasonable opinion of Lessor, which has substantially the same effect as any of those mentioned in Section 14.1(f), (g) or (h); or

(j) Suspension of Business: Lessee suspends or ceases or threatens to suspend or cease to carry on all or a substantial part of its business; or

(k) Disposal: Lessee disposes or threatens to dispose of all or a material part of its assets, whether by one or a series of transactions, related or not, without the prior written consent of Lessor; or

(l) Rights: the existence, validity, enforceability or priority of the rights of Lessor as owner and as lessor in respect of the Aircraft or the rights of any Financing Party as mortgagee are challenged in a court action by Lessee or any other Person claiming by or through Lessee; or

(m) Delivery: Lessee fails to accept delivery of the Aircraft when validly tendered pursuant to this Agreement by Lessor (provided that Lessor shall have satisfied all the conditions precedent set out in Section 3.3 to the extent they have not been waived or deferred by Lessee); or

(n) Repudiation: Lessee expressly repudiates in writing any of its obligations under the Transaction Documents; or

(o) Cross Default: An Event of Default shall have occurred and be continuing under an Other Agreement, or Lessee shall default in the payment of any obligation for the payment of borrowed money, for the payment of rent or hire under any lease of aircraft or engines which has a principal amount of Five Hundred Thousand Dollars (US$500,000) or more (determined in the case of borrowed money by the amount outstanding under the agreement pursuant to which such borrowed money was borrowed and in the case of a lease by the present discounted value (discounted at 3%) of the remaining rent or hire payable thereunder) when the same becomes due; or Lessee shall default in the performance of any other term, agreement or condition contained in any material agreement or instrument under or by which any such obligation is created, evidenced or secured; or

(p) Cross-Judgment: A final judgment or award for the payment of money not covered by insurance in excess of Five Hundred Thousand Dollars (US$500,000), or final judgments or awards for the payment of money not covered by insurance in excess of Five Hundred Thousand Dollars (US$500,000) in the aggregate, shall be rendered against Lessee and the same shall remain undischarged for a period of sixty (60) days during which (i) execution thereof shall not be effectively stayed by agreement of the parties involved, or stayed by court order or the pendency of an appeal, or (ii) execution thereof shall not be adequately bonded, or (iii) attachments or other Liens, except for Permitted Liens, shall be asserted against Lessee’s interest in the Aircraft or this Lease;

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(q) Certificated Air Carrier. Lessee ceases to be a Certificated Carrier;

(r) Sanctions. Lessee is in violation of any Sanctions;

(s) Illegality. It becomes unlawful for Lessee to perform any of its material obligations under the Transaction Documents, or any of the Operative Documents becomes wholly or partly invalid or unenforceable.

14.2 Rights. If an Event of Default occurs, Lessor may at its option (and without prejudice to any of its other rights under this Agreement), at any time thereafter:

(a) by notice to Lessee and with immediate effect terminate the leasing of the Aircraft (but without prejudice to the continuing obligations of Lessee under this Agreement) whereupon all rights of Lessee under this Agreement shall cease; and/or

(b) proceed by appropriate court action or actions to enforce performance of this Agreement or to recover damages for the breach of this Agreement; and/or

(c) either take possession of the Aircraft, for which purpose Lessor may enter any premises belonging to or in the occupation of or under the control of Lessee where the Aircraft may be located, or cause the Aircraft to be redelivered to Lessor at the Redelivery Location (or such other location as Lessor may require) by serving notice, require Lessee to redeliver the Aircraft to Lessor at the Redelivery Location (or such other location in North America as Lessor may require); and Lessor is hereby irrevocably by way of security for Lessee’s obligations under this Agreement appointed attorney for Lessee in causing the redelivery or in directing the pilots of Lessee or other pilots to fly the Aircraft to that airport and will have all the powers and authorizations necessary for taking that action; or

(d) for Lessee’s account, do anything that may reasonably be required to cure any default and recover from Lessee all reasonable costs, including legal fees and expenses incurred in doing so and Default Interest; or

(e) apply all or any portion of the Security Deposit and any other Supplemental Rent held by Lessor to any amounts due; or

(f) if applicable, Lessor may exercise any other remedy which may be available to it as secured party under the Cape Town Agreements, including, without limitation, all rights and remedies under Chapter III of the Cape Town Convention and Chapter II of the Cape Town Aircraft Protocol.

14.3 Deregistration. If an Event of Default occurs, Lessor may sell or otherwise deal with the Aircraft as if this Agreement had never been made and Lessee will at the request of Lessor take all steps necessary to effect (if applicable) deregistration of the Aircraft and its export from the country where the Aircraft is for the time being situated and any other steps necessary to enable the Aircraft to be redelivered to Lessor in accordance with this Agreement; Lessee hereby irrevocably and by way of security for its obligations under this Agreement appoints Lessor as its attorney to execute and deliver any documentation and to do any act or thing required in connection with the foregoing, acting reasonably.

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14.4 Default Payments. If a Default occurs, Lessee will indemnify Lessor on demand against any loss (including loss of profit), damage, expense, cost or liability which Lessor may sustain or incur directly or indirectly as a result including but not limited to:

(a) any loss of profit suffered by Lessor because of Lessor’s inability to place the Aircraft on lease with another lessee on terms as favorable to Lessor as this Agreement or because whatever use, if any, to which Lessor is able to put the Aircraft upon its return to Lessor, or the funds arising upon a sale or other disposal of the Aircraft, is not as profitable to Lessor as this Agreement;

(b) all amounts which are then due and unpaid hereunder and which become due prior to the earlier of Lessor’s recovery of possession of the Aircraft or Lessee making an effective tender thereof;

(c) any amount of principal, interest, fees or other sums whatsoever paid or payable on account of funds borrowed in order to carry any unpaid amount;

(d) any loss, premium, penalty or expense which may be incurred in repaying funds raised to finance the Aircraft or in unwinding any swap, forward interest rate agreement or other financial instrument relating in whole or in part to Lessor’s financing of the Aircraft; and

(e) any loss, cost, expense or liability sustained or incurred by Lessor owing to Lessee’s failure to redeliver the Aircraft on that date, at the place and in the condition required by this Agreement;

(f) all costs associated with Lessor’s exercise of its remedies hereunder, including repossession costs, legal fees, Aircraft storage costs, Aircraft re-lease or sale costs and Lessor’s internal costs and expenses (including the cost of personnel time calculated based upon the compensation paid to the individuals involved on an annual basis and a general Lessor overhead allocation; and

(g) the application of all amounts paid to Lessor as Security Deposit pursuant to this Lease, as well as any other amounts held by Lessor hereunder, all of which may be kept and set off by Lessor.

ARTICLE 15

ASSIGNMENT

15.1 Lessee Assignment. Lessee will not transfer, assign, or create or permit to exist any security interest (not including Permitted Liens) over, any of its rights under this Agreement or the Aircraft without the prior written consent of Lessor and the Agent (which consent may be granted or withheld in the sole discretion of Lessor, and the Agent).

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15.2 Lessor Assignment. Lessor may assign, at its cost and expense (unless an Event of Default shall have occurred and be continuing, in which case such assignment shall be at Lessee’s cost and expense), all or any of its rights under this Agreement and in the Aircraft.

15.3 Lessee Cooperation. If Lessor desires to effect a transfer of its rights and obligations under this Agreement or in and to the Aircraft, Lessee agrees to cooperate and take all such steps as Lessor may reasonably request to give the transferee the benefit of this Agreement; provided that Lessor shall reimburse Lessee for reasonable out of pocket expenses and the professional charges of lawyers and tax advisers incurred in connection therewith.

ARTICLE 16

MISCELLANEOUS

16.1 Waivers, Remedies Cumulative. The rights of Lessor under this Agreement:

(a) may be exercised as often as necessary;

(b) are cumulative and not exclusive of its rights under any law; and

(c) may be waived only in writing and specifically.

Delay in exercising or non-exercise of any such right will not constitute a waiver of that right.

16.2 Delegation. Lessor may delegate to any suitably qualified Person or Persons all or any of the trusts, powers or discretions vested in it by these presents and any such delegation may be made upon such terms and conditions and subject to such regulations (including power to sub-delegate) as Lessor in its absolute discretion thinks fit.

16.3 Certificates. Except where expressly provided in this Agreement, any certificate or determination by Lessor as to any rate of interest or as to any other amount payable under this Agreement will, in the absence of manifest error, be conclusive and binding on Lessee.

16.4 Appropriation. If any sum paid or recovered in respect of the liabilities of Lessee under this Agreement is less than the amount then due, Lessor may apply that sum to amounts due under this Agreement in such proportions and order and generally in such manner as Lessor may determine.

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16.5 Currency Indemnity.

(a) If Lessor receives an amount in respect of Lessee’s liability under this Agreement or if such liability is converted into a claim, proof, judgment or order in a currency other than the currency (the “Contractual Currency”) in which the amount is expressed to be payable under this Agreement:

(i) Lessee will indemnify Lessor as an independent obligation against any loss arising out of or as a result of such conversion;

(ii) if the amount received by Lessor, when converted into the Contractual Currency (at the market rate at which Lessor is able on the relevant date to purchase the Contractual Currency in London or at its option New York with that other currency) is less than the amount owed in the Contractual Currency, Lessee will, forthwith on demand, pay to Lessor an amount in the Contractual Currency equal to the deficit; and

(iii) Lessee will pay to Lessor on demand any exchange costs and Taxes payable in connection with the conversion; and

(b) Lessee waives any right it may have in any jurisdiction to pay any amount under this Agreement in a currency other than that in which it is expressed to be payable.

16.6. Set-off. Lessor may set off any matured obligation owed by Lessee under this Agreement or under any other agreement between Lessor (or any affiliate or associate of Lessor) and Lessee against any mature obligation owed by Lessor to Lessee, regardless of the place of payment or currency. If the obligations are in different currencies, Lessor may convert either obligation at the market rate of exchange available in London or at its option New York for the purpose of the set-off. If an obligation is unascertained or unliquidated, Lessor may in good faith estimate that obligation and set off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained or liquidated. Lessor will not be obliged to pay any amounts to Lessee under this Agreement so long as any sums which are then due from Lessee under this Agreement remain unpaid and any such amounts which would otherwise be due will fall due only if and when Lessee has paid all such sums except to the extent Lessor otherwise agrees or sets off such amounts against such payment pursuant to the foregoing.

16.7 Severability. If a provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that will not affect:

(a) the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or

(b) the legality, validity or enforceability in any other jurisdiction of that or any other provision of this Agreement.

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16.8 Remedy. If Lessee fails to comply with any provision of this Agreement, Lessor may, after giving any required notice and the passage of any applicable cure right hereunder, without being in any way obliged to do so or responsible for so doing and without prejudice to the ability of Lessor to treat the non-compliance as a Default or an Event of Default, effect compliance on behalf of Lessee, whereupon Lessee shall become liable to pay immediately any sums expended by Lessor together with all costs and expenses (including legal costs) in connection therewith.

16.9 Time of Essence. The time stipulated in this Agreement for all payments payable by Lessee to Lessor and for the performance of Lessee’s other obligations under this Agreement will be of the essence of this Agreement.

16.10 Notices. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid) to the addresses set forth below. Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section 16.10

If to Lessor:	If to Lessee:
UMB Bank, N.A. 6440 S. Millrock Drive, Suite 400 Attention: Corporate Trust Dept. Salt Lake City, UT 84121 E-mail: corptrustutah@umb.com With an email copy to: FIG LLC 1345 Avenue of the Americas, 46th Floor New York, NY 10105 Fax: (212) 798-6070 Attention: Aviation Group email: aviation@fortress.com	Global Crossing Airlines, Inc. Edward J. Wegel, CEO Bldg 5A Miami Intl Airport 4200 N.W. 36th Street Miami, Florida 33152 E-mail: ryan.goepel@globalxair.com ed.wegel@globalxair.com With an email copy to: Law Offices Ronald T. Bevans, Jr. P.A. 1221 Brickell Avenue Suite 2660 Miami, Florida 33131 Attn: Ronald T. Bevans, Jr. Fax (305) 374-9869 Tele (305) 374-7535 rtbevans@bevanslaw.com

16.11 Law and Jurisdiction.

(a) Lessor and Lessee agree that this Agreement is governed by, and construed in accordance with, the Governing Law;

(b) Lessor and Lessee agree, to the extent permitted by the Governing Law, that no right of remedy granted solely by reason of Article 2A of the UCC shall be available to Lessor or Lessee as against each other unless expressly set forth in this Lease.

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(c) For the benefit of Lessor, Lessee agrees that the state courts of, and Federal District Court for, the State of New York shall have non-exclusive jurisdiction to settle any disputes in connection with this Agreement and submits to the jurisdiction of such courts in connection with this Agreement;

(d) Lessee:

(i) waives objection to the state courts of, and Federal District Court for, the State of New York on grounds of inconvenient forum or otherwise as regards proceedings in connection with this Agreement;

(ii) agrees that a judgment or order of such courts in connection with this Agreement shall be conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction;

(e) Nothing in this Section limits the right of Lessor to bring proceedings against Lessee in connection with this Agreement:

(i) in any other court of competent jurisdiction; or

(ii) concurrently in more than one jurisdiction;

(f) Lessee irrevocably and unconditionally:

(iii) agrees that if Lessor brings legal proceedings against it or its assets in relation to this Agreement, no immunity from such legal proceedings (which will be deemed to include without limitation, suit, attachment prior to judgment, other attachment, the obtaining of judgment, execution or other enforcement) will be claimed by or on behalf of itself or with respect to its assets;

(iv) waives any such right of immunity which it or its assets now has or may in the future acquire;

(v) consents generally in respect of any such proceedings to the giving of any relief or the issue of any process in connection with such proceedings including, without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such proceedings.

(f) Lessee appoints Cogency Global Inc. located at 10 E. 40th Street, 10th Floor, New York, NY 10016 as its process agent to be served with court documents relating to this Agreement. Lessee must maintain a valid agent for receipt of process in New York from the date of this Agreement until the Expiry Date and may not change the agent’s identity without giving prior notice to Lessor. Lessee agrees that if its process agent does not notify it about any court documents served on it, this will not affect the proceedings concerned, and agrees that court documents can be served on it by posting or hand delivering a copy to its process agent at the address above.

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16.12 Sole and Entire Agreement. This Agreement is the sole and entire agreement between Lessor and Lessee in relation to the leasing of the Aircraft, and supersedes all previous agreements in relation to that leasing.

16.13 Indemnities. All rights granted to each Indemnitee under this Agreement (other than Lessor) are given to Lessor on behalf of such Indemnitee and such Indemnitees are third party beneficiaries of such rights.

16.14 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. To the extent, if any, that this Agreement constitutes chattel paper (as such term is defined in the Uniform Commercial Code as in effect in any jurisdiction), no security interest in this Agreement may be perfected through the transfer or possession of any counterpart other than the original counterpart, which shall be identified as the counterpart containing the receipt therefor executed by Lessor on the signature page hereof.

16.15 Language. All notices to be given under this Agreement will be in English. All documents delivered to Lessor pursuant to this Agreement will be in English, or if not in English, will be accompanied by a certified English translation. If there is any inconsistency between the English version of this Agreement and any version in any other language, the English version will prevail.

16.16 Brokers. Each party agrees to indemnify and hold the other harmless from and against any and all claims, suits, damages, costs and expenses (including, but not limited to, reasonable attorneys’ fees) asserted by any agent, broker or other third party for any commission or compensation of any nature whatsoever based upon the lease of the Aircraft, if such claim, suit, damage, cost or expense arises out of any action or alleged action by the indemnifying party, its employees or agents.

16.17 Expenses. Whether or not the transactions contemplated hereby are consummated, each of Lessor and Lessee shall bear and be responsible for its own costs and expenses incurred in connection with the negotiation, preparation, execution and delivery of this Agreement, and any other agreements, documents and instruments relating hereto and neither Lessor nor Lessee shall have any right of reimbursement or indemnity for such costs and expenses as against each other. Lessor shall be responsible for the out of pocket fees and expenses in connection with the initial registration of the Aircraft (including the Owner Trust Costs) with the FAA, and the opinion of FAA Counsel to be rendered pursuant to Section 3.1(a)(v) and (vi).

16.18 Cape Town Convention Prevails. Except to the extent expressly otherwise provided herein, any terms of this Agreement which expressly incorporate any provisions of the Cape Town Agreements shall prevail in the case of any conflict with any other provision contained herein. Each of the Parties hereto acknowledges and agrees that for purposes of the Cape Town Agreements separate rights may exist with respect to the Airframe and the Engines.

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16.19 Confidentiality. The terms and conditions of this Agreement and the Transaction Documents and all transactions, writings, discussions, and negotiations in connection with it (including, without limitation, the fact that discussions and negotiations have been conducted by the parties), shall remain strictly confidential and shall not be disclosed by either party without the prior written consent of the other party, except as required by law or for either party and its professional advisors to carry out the terms of this Agreement and the Transaction Documents; and in connection with Lessor’s financing or potential sale of the Aircraft or assignment of this Lease.

16.20 Owner Trustee. The Owner Trustee is entering into this Agreement solely in its capacity as Owner Trustee under the Trust Agreement and not in its individual capacity (except as expressly provided in the Trust Agreement) and, except as expressly provided in the Trust Agreement, in no case shall Owner Trustee (or any entity acting as successor Owner Trustee under the Trust Agreement) be personally liable for or on account of any of the statements, representations, warranties, covenants or obligations stated to be those of Lessor under this Agreement; provided, however, that Owner Trustee (or any such successor Owner Trustee) shall be personally liable under this Agreement for its own gross negligence, its own simple negligence in the handling of funds, if any, actually received by it in accordance with the terms of this Agreement, its willful misconduct and its breach of its covenants, representations and warranties in the Trust Agreement to the extent covenanted or made in its individual capacity, or as otherwise expressly provided.

16.21 True Lease. This Agreement is intended, for all purposes, including, without limitation, United States federal and state income tax purposes and purposes of any bankruptcy or insolvency Law of any jurisdiction, to be a true lease and not a security agreement. Nothing contained herein shall be construed as conveying to Lessee any right, title or interest in the Aircraft, the Airframe or any Engine, except as a lessee only. In circumstances where more than one construction of the terms and conditions of this Agreement is possible, a construction which would support the characterization of this Agreement as a true lease shall control over any construction which would not support such characterization or would render it doubtful.

ARTICLE 17

DISCLAIMERS AND WAIVERS

17.1 Exclusion. THE AIRCRAFT SHALL BE DELIVERED “AS IS, WHERE IS” AND UPON ACCEPTANCE BY LESSEE, LESSEE AGREES AND ACKNOWLEDGES THAT, SAVE AS EXPRESSLY STATED IN THIS AGREEMENT, LESSOR WILL HAVE NO LIABILITY IN RELATION TO, AND LESSOR HAS NOT AND WILL NOT BE DEEMED TO HAVE MADE OR GIVEN, ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO, THE AIRCRAFT, INCLUDING BUT NOT LIMITED TO:

(a) THE DESCRIPTION, AIRWORTHINESS, MERCHANTABILITY, FITNESS FOR ANY USE OR PURPOSE, VALUE, CONDITION, OR DESIGN, OF THE AIRCRAFT OR ANY PART; OR

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(b) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM LESSOR’S NEGLIGENCE, ACTUAL OR IMPUTED; OR

(c) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO THE AIRCRAFT, FOR ANY LIABILITY OF LESSEE TO ANY THIRD PARTY, OR FOR ANY OTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

17.2 Waiver. LESSEE HEREBY WAIVES ALL ITS RIGHTS IN RESPECT OF ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, ON THE PART OF LESSOR AND ANY INDEMNITEE AND ALL CLAIMS AGAINST LESSOR OR ANY INDEMNITEE HOWSOEVER AND WHENEVER ARISING AT ANY TIME IN RESPECT OF OR OUT OF THE OPERATION OR PERFORMANCE OF THE AIRCRAFT OR THIS AGREEMENT EXCEPT TO THE EXTENT EXPRESSLY SET OUT IN THIS AGREEMENT.

17.3 Consequential Damages. NEITHER LESSOR NOR ANY INDEMNIFIED PARTY WILL HAVE ANY OBLIGATION OR LIABILITY FOR LOSS OR DAMAGE TO THE AIRCRAFT, FOR ANY LIABILITY OF LESSEE TO ANY THIRD PARTY, OR FOR ANY OTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH ARE HEREBY DISCLAIMED BY LESSEE.

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IN WITNESS WHEREOF the parties hereto have executed this Agreement on the date shown at the beginning of this Agreement.

Lessor:
UMB BANK, NATIONAL ASSOCIATION, not in its individual capacity but, solely as owner trustee
By	/s/ Dain W. Brown
	Name: Dain W. Brown
	Title: Senior Vice President
Lessee:
GLOBAL CROSSING AIRLINES, INC.
By
	Name:
	Title:

Signature Page

ALA MSN 2830 – Global Crossing Airlines

IN WITNESS VVTIEREOF the parties hereto have executed this Agreement on the date shown at the beginning of this Agreement.

Lessor:

UMB BANK, NATIONAL ASSOCIATION,

not in its individual capacity but, solely as owner trustee

By

Name:

Title:

Lessee:

GLOBAL CROSSING AIRLINES, INC.

By

Name:

Title:

Signature Page

ALA MSN 2830 – Global Crossing Airlines

MSN 2830 TSN 46,045 3 Type A320 214 CSN 14,274 Lavatories 3 DoM June 2006 MTOW(lbs) 171,961 Coach 114 Power CFM56 5B4/P MLW(lbs) 142,198 Business Reg N626VA MZFW(lbs) 134,482 36 Ex Operator Alaska Airlines Fuel(gals) 6,304 Total 150 Maintenance Status Check TSN@SV CSN@SV Last Check Months Interval Est. Next Check A3206 year check 40,344 12,098 June 2018 72 June2024 A32012yearcheck 40,344 12,098 June2018 144 June 2030 NLGOverhaul N/M N/MApril2016 120 April 2016 RHMLGO verhaul N/M N/M April 2016 120 April 2026 LHMLGO verhaul N/M NM April2016 120 April 2026 Engine1 Engine2 APU Serial 577660 577662 P 3237 TSPR 46,045 46,045 10,022 CSPR 14,274 14,274 N/ALimiter 5,726 5,726 N/A

45402596901000 Disksheet#1 Feb 2021 281749552705000281749572771000280797092900500 1542415745236000 FAN DISK 338-001-504-0 BC672499 30,000 14,274 15,726 BOOSTER SPOOL 338-001-905-0 BC509729 30,000 14,274 15,726 FAN SHAFT 338-010-601-0 DD335504 30,000 14,274 15,726 HPC FRONT SHAFT 1386M56P03 GWN0CTGH 20,000 14,274 5,726 HPC STAGE 1-2 SPOOL 1558M31G04 GWN0CRG6 20,000 14,274 5,726 HPC STAGE 3 DISK 1590M59P01 XAEG1790 20,000 14,274 5,726 HPC STAGE 4-9 SPOOL 1588M89G03 GWN0CTD6 20,000 14,274 5,726 HPC REAR AIRSEAL 1523M35P01 GFF5D6FA 20,000 14,274 5,726 HPT FRONT SHAFT 1873M73P01 XAEH1563 20,000 14,274 5,726 HPT FRONT AIRSEAL 1795M36P02 GWN0CPPJ 20,000 14,274 5,726 HPT ROTOR DISK 1498M43P06 GWN0CRFC 20,000 14,274 5,726 HPT REAR SHAFT 1498M45P07 TMTTF987 20,000 14,274 5,726 LPT STAGE 1 DISK 336-001-804-0 DD335552 25,000 14,274 10,726 LPT STAGE 2 DISK 336-001-909-0 DD131267 25,000 14,274 10,726 LPT STAGE 3 DISK 336-002-006-0 BC714485 25,000 14,274 10,726 LPT STAGE 4 DISK 336-002-105-0 DD335463 25,000 14,274 10,726 LPT CONICAL SUPPORT 338-077-502-0 DD131290 25,000 14,274 10,726 LPT SHAFT 338-010-006-0 BC680538 25,000 14,274 10,726 *Life Limit and Cycles Remaining are based on current operating thrust

Description Part No. Serial No. Total Hours LifeLimit* Cycle Consumed Cycles Remaining *FANDISK 338 001 504 0 BC676780 30,000 14,274 15,726 BOOSTER SPOOL 338 001 905 0 BC476902 30,000 14,274 15,726 FANSHAFT 338 010 601 0 DD435613 30,000 14,274 15,726 HPCFRONTSHAFT 1386M56P03 GWN0CRP9 20,000 14,274 5,726 HPCSTAGE1 2SPOOL 1558M31G04 GWN0CT41 20,000 14,274 5,726 HPCSTAGE3DISK 1590M59P01 XAEG1801 20,000 14,274 5,726 HPCSTAGE4 9SPOOL 1588M89G03 GWN0CRM1 20,000 14,274 5,726 HPCREARAIRSEAL 1523M35P01 GFF5D6H9 20,000 14,274 5,726 HPTFRONTSHAFT 1873M73P01 XAEH1673 20,000 14,274 5,726 HPTFRONTAIRSEAL 1795M36P02 GWN0CRDF 20,000 14,274 5,726 HPTROTORDISK 1498M43P06 GWN0CRFC 20,000 14,274 5,726 HPTREARSHAFT 1498M45P07 TMTTF987 20,000 14,274 5,726 LPTSTAGE1DISK 336 001 804 0 DD335552 25,000 14,274 10,726 LPTSTAGE2DISK 336 001 909 0 DD131267 25,000 14,274 10,726 LPTSTAGE3DISK 336 002 006 0 BC714485 25,000 14,274 10,726 LPTSTAGE4DISK 336 002 105 0 DD335463 25,000 14,274 10,726 LPTCONICALSUPPORT 338 077 502 0 DD131290 25,000 14,274 10,726 LPTSHAFT 338 010 006 0 BC680538 25,000 14,274 10,726*Life Limit and Cycles Remaining are based on current operating thrust

LOPA C B A Record of Revisions REV Date Description of Changes BY APP’D Sharon A 11/19/2013 Initial Release Adapted from NAT DrawingSt618LOPA2 PeterKAadrano Pena ~3s52 2 Remarks: CABIN INFORMATION: F/C PIC E/C TOTAL PASSENGER SEATS: 12 24 114 -PITCH 400” 35.0” 31.0”, 38.0” 150 -ABREAST 4 6 6 GALLEY: 2 -GALLEYVOLUME (CUFT) 35 67 152 -GALLEY VOLUME (CUFTVPASS 7.1 0,5 -TROLLEY QTY 4 3 7 -WASTE QUANTITY 0 0 LAVATORIES: 2 3 - PASS/LAVATORIES 69 COAT CLOSET: 1 -COAT ROD (INCHES) 34.0” AIRLINES (one only approved) time use STOWAGE C. 1 -DOGHOUSE (INCHES1 c’ DRAWING INTERPRETATION INTERPRETATION OF SECTION VIEWS ATTENDANT SEATS: 4 CREW REST SEATS: WHERE SECTION VIEW IS TAKEN: WHERE SECTION VIEW IS DRAWN: illsimanswas ASOfig s6.61 howl, A2-3 A2 ne TT T__PAGE PAGE WHERE WHERE SECTION SECTION VIEW VIEW IS IS TAKEN SHOWN . . I- PAGE WHE RE SECTION VIEW IS TAKEN. Post A320 Seal -Carbaurabon 214 600-Series N821VAM13381A LORA SECTION VIEW LETTER DESIGNATION, _____ SECTION VIEW LETTER DESIGNATION, irron Pena _ LUZ= la AS25013A00030 Iron Pena PA.GC1Or B A ft.= FTAI AVIATION 7 14,L

STA 565 STA .2 STA 701.5 TYPE STA TYPE 208 C EXIT .5 III EXIT TYPE III EXIT TYPE 1267 C EXIT .5 A320-214 600-Series 150 PAX CONFIG 12FCP24P6/114EC v v r o 714%67. ErMomay 1/asifa A320 Post -Sett 214 Conigtration 600-Series LOAN Rilt411N elocivarM6214A4CMAR \1/ approved) one time use only - 4. A 4k I AS2500PLI0030 D C A

U A FIRST CLASS SEATS PART NUMBER .ANC L 0 C.ATIOt, ROW PART IVLI:. BE R FWD SEAT STUD STA ROW PART NUMBER FWD SEAT STUD STA 1 4710AY54-21-011 342.00 1 4710AY54-22-011 362.00 2 4710AY54-21-021 382.00 2 4710AY54-22-021 382.00 3 4710AY54-21-031 422.00 3 4710AY54-22-331 422.00 2 PREMIUM AND ECONOMY CLASS SEATS PART NUMBER AND LOCATION LH SEATS RH SEATS ROW PART NUMBER FWD SEAT STUD STA ROW PART NUMBER FWD SEAT STUD STA 5 3530AY55-31-211 461.00 6 353( Y55-32-211 461.00 7 3530AY55-31-011 496.00 , 3530AY55-32-011 496110 5 3530AY55-31-011 531.00 3530AY55-32-011 531.00 :, 3530AY55-31-4121 566.00 3 3530AY55-32-021 566.00 15 3530AY55-31-031 597.00 15 3530AY55-32-031 597.00 15 3530AY55-31-041 628.00 15 3530AY55-32-041 628.00 15 3530AY55-31-051 666.00 15 3530AY55-32-051 666.00 17 3530AY55-31-061 704.00 17 3530AY55-32-061 704.00 18 3533AY55-31-031 736.00 18 3530AY55.32-031 736.00 19 3530AY55-31-031 768.00 19 3530AY55-32-031 768.00 23 3530AY55-31-031 800.00 25 3530AY55-32-031 800.00 21 3530AY 55-31-031 832.00 21 3530AY55-32-031 832.00 ‘.r., 3530AY55-31-031 864.00 22 3530AY55-32-031 864.00 23 3530AY55-31-031 896.00 ... 3530AY55-32-031 896.00 24 3530AY55-31-031 928.00 21 3530AY55-32-031 928.00 7dik.Z67. 25 3530AY55-31-031 960.00 25 3530AY55-32-031 960.00 one lime use , only in 3530AY55-31-031 992.00 28 3530AY55-32-031 992.00 27 3530AY55-31-031 1023 00 27 3530AY55-32-031 1023.00 AIRLINES 28 3530AY55-31-031 1054.03 28 3530AY55-32-031 1054.00 AttWilat 22 3530AY55-31-031 1085.03 22 3530AY55-32-031 1085.00 ibtimmungr 3530AY55-31-031 1116.03 1 3530AY55-32-031 1116.00 &Inplumagy 33 31 3530AY55-31-111 1147130 1 3530AY55-32-111 1147.00 A320-214 600-Series Post Sesteonigurstion LOS, 32 3530AY55-31-081 1178130 ‘ 3530AY55-32-081 1178.00 effeci4y: N 82 IVA413311,14 ---A503A00032 A 1. 1. D C B A

C B A (RACEWAY) LH 8, RH cs 1 CIF . 1 &I 4 F4 CY CP N 2 TC I RBI_ 5027 (Y -12.92.0] ® -- _______ REL 30.12 2 as -7054 -I,- r J1 MEW UN •1 PPE141.1 LT r— 15 16 BL 0.00 1 - — 2 - — 17 —11Y0.0) E A LBL ry 765 30.12 .0] LBL 50.87 1292.0] 2X40.0=80.0 39.0 LH 3X 35.0 = 105.0 2.X 31.0 = 62.0 38.0 38.0 11.RH A. RH LH A. RH LH A RH LH 8. RH LH 31 RH s 8 ‘IT 8 a - “d”of 8 ad s Bf Cd 5r• : e.; O “; A 213 .4P 33cb LEGEND A2 ILI 5’ SLIDING TABLEEXTENSION FWD SECTION El IN-ARM TABLE FWD i= El NO COAT HOOK 1 El LIMAIT€D RECLINE 1 El NO RECLINE El NO UPPER LITERATURE POCkET El NO LITERATURE POCKET 11=1 INFLATABLE BELT 4/047. Eal NARROW SEAT (ALL SEAT PLACES) 1116 Illsbatananca -Apinwrinp. “ •F= 1E1 NO BACKREST TABLE EMI SPECIAL EXIT C.S1-410N corfasta A320-214 600-Series Ee FOLDABLE ARMREST Post Seat ELT Coafgwat acridly, on 453B1 LoPA .4 El HANDICAP ARMREST AIIIL;NES 1% a pprovecy one time use only A AS2500A00030 C B A - FTAI AVIATION

L; A 47 (RACEWAY), sv c> c as fl =I” LHI& RHI 4 g “ 2 .4 ‘41. F; 8.0’ DOGHOUSE re.1 fla 8 r472 LH & 8X 32.0 - 288.0 6X 31.0 -186.0 2 IT T 18 _____ 19 20 21 22 23 24 25 _____ 26 28_____ 29 30 31_____ ?2 Ali . . . 6X 31.0=186.0 3 ..0 34,0’ STOWAGE NEWWINDOW PLUG LEGEND A’ SLIDING TABLE EXTENSION B2 El IN-ARM TABLE AFT SECTION El HO OAT HOCK .‹C=, FWD = El LIMITED RECLINE ND RECLINE 0 140 UPPER U rEHATURE POCKET NO LITERATURE POCKET al INFLATABLE BELT Egg NARROW SEAT (ALL SEAT PLACES) Ilholoosnanc• 74* 10 NO BACKREST TABLE hilrginige El SPECIAL EXIT CUSHION 71/aska A320-214 600-Series [El FOLDABLE ARMREST Poet Elfectivily Sea Coniguiatbr . NB2PIAN6391A . LOPA. 1E1 - ANOICAPARIAREV ApE•rLit.44’S approved) one time use only AS25 DOAEIOD30 A C A I M.5 ii S B FTAI AVIATION

ANNEX I

FORM OF MONTHLY DISCLOSURE REPORT

To: WWTAI AIROPCO I BERMUDA LTD.

Attention: Technical Department

Date: [ • ]

Aircraft Lease Agreement (the “Lease Agreement”) dated                      , 2021 between UMB Bank, National Association, not in its individual capacity but solely as owner trustee, as lessor, and Global Crossing Airlines, Inc., as lessee relating to one Airbus A320-214 Aircraft, MSN 2830 (the “Aircraft”)

Terms used in this Report have the meanings given to them in the Lease Agreement.

We confirm that during the period from • to • (the “Period”) or, as the context may require, as of the last day of the Period the following information was true with respect to the Aircraft:

1. Engines

1.1 Engine s/n                     :

(a) If removed from Airframe during Period:

(i) Date [ • ]

(ii) Reason [ • ]

(b) Location (i.e. aircraft on which installed if not the Aircraft): [ • ]

(c) Hours since New: [ • ]

(d) Cycles since New: [ • ]

(e) Engine Hours accumulated during Period: [ • ]

(f) Cycles accumulated during Period: [ • ]

(g) Module changes: [ • ]

(h) Average derate during Period: [ • ]

1.2 Engine s/n                     :

(i) If removed from Airframe during Period:

(i) Date [ • ]

(ii) Reason [ • ]

ALA MSN 2830 – Global Crossing Airlines

Annex I-1

(j) Location (i.e. aircraft on which installed if not the Aircraft): [ • ]

(k) Hours since New: [ • ]

(l) Cycles since New: [ • ]

(m) Engine Hours accumulated during Period: [ • ]

(n) Cycles accumulated during Period: [ • ]

(o) Module changes: [ • ]

(p) Average derate during Period: [ • ]

2. APU s/n :

(a) Total APU Hours since new: [ • ]

(b) APU Hours accumulated during Period:

(c) Location (if removed from Aircraft):

(if installed on another airframe, please specify by MSN and registration mark)

(i) Date of removal:

(ii) Reason for removal:

3. Landing Gear

(a) Flight Hours completed during Period: [ • ]

(b) Cycles completed during Period: [ • ]

4. Airframe

(a) Hours since New: [ • ]

(b) Cycles since New: [ • ]

(c) Flight Hours completed during Period: [ • ]

(d) Cycles completed during Period: [ • ]

(e) Anticipated date of next C check: [ • ]

(f) Anticipated date of next major structural check: [ • ]

ALA MSN 2830 – Global Crossing Airlines

Annex I-2

(g) Average daily utilization (in Hours) during Period: [ • ]

(h) Any specific information re: restriction of operating location.

5. Miscellaneous

(a) Any changes to Insurances over Period: [ • ]

(b) Departure locations during period: [ • ]

(c) IATA Aera of operation: [IATA Area [A/B/C]]

Authorized Signatory

for and on behalf of

GLOBAL CROSSING AIRLINES, INC.

ALA MSN 2830 – Global Crossing Airlines

Annex I-3

SCHEDULE 1

AIRCRAFT DESCRIPTION

PART 1

SPECIFICATIONS

[See attached]

ALA MSN 2830 – Global Crossing Airlines

S1.1-1

SCHEDULE 1

AIRCRAFT DESCRIPTION

PART 2

AIRCRAFT DOCUMENTS

All manuals, status reports and other technical data required herein shall be current and up-to-date to the latest revision at Delivery.

Certificates and Statements

1. Certified Aircraft Specifications, including software statements status and oil / fluid used statements.

2. FAA Certificate of Airworthiness.

3. Non-incident and accident statement for Airframe, Engines and Landing Gear.

4. Full Avionics Inventory list by Shelf location.

Aircraft Status Reports

1. Certified FAA Airframe and Appliance Airworthiness Directive (“ADs”) status that provides date and method of compliance that summarizes substantiating documentation.

2. Certified status of all time-controlled components. This report will provide a list of each time-controlled component by description, part number, and serial number and will include the respective action(s), interval(s), time since and time remaining for such component.

3. Certified status of all life-limited components. This report will provide a list of each life-limited component by description, part number, and serial number and will include the current life limit interval(s), time since and life remaining for such component.

4. Certified list of all engineering/modification orders/STCs that have been incorporated.

5. Aircraft flight logs or report listing aircraft total hours and cycles since new.

6. Maintenance Program tasks status (Last done, Next Due)

7. Certified mapping of all external repairs installed on the fuselage, wings and empennage. This report will include the status of each repair and repair approval basis.

8. Certified report detailing and mapping of all dents and damage. This report will include the status of each item, location, approval basis and any reoccurring actions, if applicable.

9. Certified OCCM component status and release certificates for components replaced during last 24 months of operation and subsequent maintenance.

Aircraft Maintenance, Inspection, Modification and Repair Records

1. Aircraft Utilization Report.

2. AD folders containing all dirty finger prints that support the AD compliance.

3. STC and major modification folders.

4. Aircraft historical maintenance and inspection records (check packages) in hard copy records.

ALA MSN 2830 – Global Crossing Airlines

S1.2-1

5. Structural damage and repair files containing the documentation for all repairs and alterations providing certifications basis and approval authority, and the DFP for all repairs installed including reference to the materials used as available from the Previous Operator and full copies to the extent provided by of the Previous Operator’s engineering data and/or other approved data for each repair installed. Any repairs without full documentation shall be removed and replaced with fully approved repairs.

6. Aircraft weight records.

7. Aircraft historical flight and maintenance logs (last 2 years of operation).

8. Aircraft original delivery documents from manufacturer.

Component Records

1. Component certification records for all time-controlled components, including FAA and/or JAA/EASA part certification.

2. Landing Gear overhaul records.

3. Landing Gear life limited part status and history traceable back to last overhaul.

APU Records

1. APU shop certification.

2. APU shop records reports.

3. APU Airworthiness Directive compliance status.

4. APU Service Bulletin.

5. APU life limited parts status and history.

6. Dirty fingerprint folder supporting ADs and SBs if not contained within the shop visit reports.

Engines Records

1. Engine logbooks, if applicable.

2. Certified life limited part status.

3. Certified engine FAA and EASA Airworthiness Directive status listing providing the current status of the AD, date and methods of compliance, and, if the AD involves recurring action, the time and date when the next action is required.

4. Last major shop visit and available historical engine records.

5. Current Engine trend monitoring and Engine Condition Monitoring reports from last operator.

6. Engine original delivery documents from manufacturer.

7. Certified statement or report indicating that no open, deferred, carry forward defects or deferred inspections exist on the Engine at Delivery.

8. Engine life limited part history.

ALA MSN 2830 – Global Crossing Airlines

S1.2-2

Aircraft Manual and other technical data

All manuals will be current and up-to-date to the latest revision and include and temporary revisions, if applicable.

1. FAA approved Airplane Flight Manual and supplements.

2. Airbus Weight and Balance Control and Loading Manual and supplements, including supplemental data produced by Previous Operator.

3. Aircraft Maintenance Manual, including supplemental data produced by Previous Operator.

4. Aircraft Illustrated Parts Catalog, including supplemental data produced by Previous Operator.

5. Aircraft Wiring Diagram Manual, including supplemental data produced by Previous Operator.

6. System Schematics Manual.

7. Fault Isolation Manual.

8. Approved Emergency Equipment Drawings

9. Electrical Load Analysis report.

10. Last compass swing report.

11. A detailed inventory of historical Aircraft records.

All of the above manuals and technical records will be in English or translated into English, and supplied electronically, prior to Delivery.

ALA MSN 2830 – Global Crossing Airlines

S1.2-3

SCHEDULE 1

AIRCRAFT DESCRIPTION

PART 3

DELIVERY CONDITION

The Aircraft will be delivered to Lessee at the Delivery Location in an “as is, where is” condition. Provided however, the following delivery conditions will apply:

GENERAL:

The Aircraft shall be in a condition for immediate operation by an FAA Certificated Air Carrier. The Aircraft will be airworthy, serviceable, ready for flight and in passenger configuration. This Aircraft will be current in accordance with Revision 46 of the MPD.

CERTIFICATION:

The Airframe shall have a valid FAA Certificate of Airworthiness.

AIRFRAME:

The Airframe shall have a status as detailed in Schedule 1 Part 1.

The Aircraft will have a minimum of 375 Flight Hours, 375 Flight Cycles, and 3 months, less demonstration and/or ferry flight hours, remaining until the next 6 month, 750 Flight Hour, 750 Cycle inspection (or such inspection shall be performed by Lessor prior to Delivery.

Aircraft shall be clean by commercial airline standards, fit for flight with all systems operational and functioning in accordance with its intended use and within applicable maintenance manual limits. Lessee shall be permitted to do full operational / systems checks with power, prior to technical acceptance.

Be certified for the following weights:

Maximum Take Off Weight – 78k kg

Maximum Landing Weight – 64.5k kg.

Zero Fuel Weight – 61k kg.

ALA MSN 2830 – Global Crossing Airlines

S1.3-1

ENGINES:

Aircraft shall have two (2) serviceable CFM International, Inc. model CFM56-5B4 engines bearing manufacturer’s serial numbers as detailed in Schedule 1 Part 1, and having 27k thrust rating, with no on-watch items or reduced interval inspections.

Each Engine shall have at least 3 months, 375 Flight Hours and 375 Flight Cycles remaining until the next 6 month, 750 Flight Hour, 750 Cycle inspection (or such inspection shall be performed by Lessor prior to Delivery), with no on-watch items or reduced interval inspections

Engine performance shall be demonstrated by a power assurance run, a complete and full video borescope inspection (at Lessee’s cost), and analysis of available trend monitoring data.

LANDING GEAR:

The Landing Gear shall be serviceable and have a status as detailed in Schedule 1 Part 1.

The Landing Gear, components and associated actuators shall have at least 3 months and 375 Flight Cycles remaining until the next 6 month, 750 Flight Hour, 750 Cycle inspection (or such inspection shall be performed by Lessor prior to Delivery).

Wheels and brakes shall be serviceable.

APU:

The APU shall be Serviceable and have a model and status as detailed in Schedule 1 Part 1.

ALA MSN 2830 – Global Crossing Airlines

S1.3-2

COMPONENTS:

Each Part and Component which has a hard time limit shall have 3 months and 375 Flight Cycles remaining until the next 6 month, 750 Flight Hour, 750 Cycle inspection (or such inspection shall be performed by Lessor prior to Delivery).

Emergency equipment will be serviceable and shall have a minimum of 3 months life remaining.

All on-condition and condition monitored Parts shall be serviceable.

INTERIOR AND COCKPIT AND IFE:

The Interior and cockpit shall:

Interior placards will be in English.

Be clean.

The Aircraft will be in passenger configuration.

A fully-functional Ku-Bank Gogo Inflight wi-fi internet system will be installed (less subscription requirements)

EXTERIOR LIVERY:

The Aircraft shall be delivered in its current livery.

AIRWORTHINESS DIRECTIVES:

The Aircraft shall be in full compliance with all Airworthiness Directives affecting that model of Aircraft issued by the FAA, such that no compliance action is due at Delivery.

MAINTENANCE AND REPAIR:

Any fuselage damage will have been repaired in accordance with the Manufacturer’s SRM/AMM or as otherwise approved by the Manufacturer. Maintenance will be in accordance with the Manufacturer’s MPD with no deferred or on-watch items.

AIRCRAFT DOCUMENTS:

All documents, manuals and operational and maintenance records will be current, complete, up to date, in the English language and in compliance with FAA regulations. The Aircraft and records shall be in such condition as qualifies for immediate operation under FAA registration

ALA MSN 2830 – Global Crossing Airlines

S1.3-3

SCHEDULE 2

FORM OF CERTIFICATE OF ACCEPTANCE

CERTIFICATE OF ACCEPTANCE

This Certificate of Acceptance is delivered, on the date set out below by GLOBAL CROSSING AIRLINES, INC. (“Lessee”), to UMB BANK, NATIONAL ASSOCIATION, not in its individual capacity but, solely as owner trustee (“Lessor”), pursuant to the Aircraft Lease Agreement dated as of              ___, 2021 between Lessor and Lessee (the “Agreement”). The capitalized terms used in this Certificate shall have the meaning given to such terms in the Agreement.

1. DETAILS OF ACCEPTANCE

Lessee hereby confirms to Lessor that Lessee has at ____ o’clock on this ___ day of             , 2021, at                      , accepted the following, in accordance with the provisions of the Agreement:

(i) Airframe: Airbus Model A320-214 airframe, Manufacturer’s Serial No. 2830

Total Flight Hours:                 

Total Cycles:                 

Flight Hours Since Last C Check:                 

Cycles Since Last C Check:                 

Flight Hours Since Last D-Check:                 

Cycles Since Last D-Check:                 

(ii) Engines: Position 1 – Life Limited

Parts Status Attached

Manufacturer’s Serial No.:                 

1. Total Flight Hours:                 

2. Total Cycles:                 

3. Flight Hours Since Last Engine Refurbishment:                 

4. Cycles Since Last Engine Refurbishment:                 

ALA MSN 2830 – Global Crossing Airlines

S2.1-1

Position 2 – Life Limited Parts Status attached.

Manufacturer’s Serial No.:                 

1. Total Flight Hours:                 

2. Total Cycles:                 

3. Flight Hours Since Last Engine Refurbishment:                 

4. Cycles Since Last Engine Refurbishment:                 

(iii) Landing Gear:

Left Main

Manufacturer’s Serial No.:                 

Manufacturer’s Part No.:                 

1. Total Flight Hours Since Overhaul:                 

2. Total Cycles Since Overhaul:

3. Date of Last Overhaul:                          

Right Main

Manufacturer’s Serial No.:                     

Manufacturer’s Part No.:                     

1. Total Flight Hours Since Overhaul:                 

2. Total Cycles Since Overhaul:                 

3. Date of Last Overhaul:                 

ALA MSN 2830 – Global Crossing Airlines

S2.1-2

Nose

Manufacturer’s Serial No.:                     

Manufacturer’s Part No.:                     

1. Total Flight Hours Since Overhaul:                     

2. Total Cycles Since Overhaul:                     

3. Date of Last Overhaul:                     

(iv) APU:

Type:                     

Manufacturer’s Serial No.:                      Total Hours Since Last Overhaul:

B. Interior Configuration:

(i) Seating:

(ii) Lavatories:

(iii) Galleys:

(iv) Freight positions:

C. All other Items of Equipment and other property, tangible and intangible, delivered by Lessor to Lessee.

(a) Fuel:                  kgs.

ALA MSN 2830 – Global Crossing Airlines

S2.1-3

2. CONFIRMATION

Lessee confirms to Lessor that as at the time indicated above, being the Lease Commencement Date:

(a) the representations and warranties contained in Section 2.1 of the Agreement are hereby repeated;

(b) the Aircraft is insured as required by the Agreement; and

(c) Lessee’s authorized technical experts have inspected the Aircraft to ensure the Aircraft conforms to Lessee’s requirements. The Aircraft is in accordance with the specifications of the Agreement and satisfactory in all respects except as set forth in the attached Discrepancy List, and except as set forth in any post-Ferry Flight squawk list that is generated immediately following the Ferry Flight.

Annex 1 - Engine LLPs

Annex 2 - Loose Equipment and Accessories

Annex 3 - Aircraft Documents and Technical Records

Annex 4 - Aircraft Status – Avionics Inventory

Annex 5 Discrepancy List

ALA MSN 2830 – Global Crossing Airlines

S2.1-4

IN WITNESS WHEREOF, Lessee has, by its duly authorized representative, executed this Certificate on the date in paragraph 1 above.

LESSEE:	GLOBAL CROSSING AIRLINES, INC.
	By
	Name:
	Title:

ALA MSN 2830 – Global Crossing Airlines

S2.1-5

SCHEDULE 3

COMMERCIAL TERMS

PART 1

DEFINITIONS

1.  RENT:
Month 1:	[***]
*Month 2 – Month 4:	[***] / Flight Hour
	[***] (the “Minimum Rent”)
	[***] (the “Maximum Rent”)

* On each Rent Date for Month 2 through and Including Month 4, Lessee shall pay Lessor the Minimum Rent. In the event that the product of the actual number of Flight Hours flown during the relevant Rent Period multiplied by [***] exceeds the Minimum Rent amount, Lessee shall pay Lessor the shortfall of Rent on the next Maintenance Rent Payment Date (such total amount not to exceed the Maximum Rent for such relevant Rent Period).

Month 5 to Month 52:	[***]
Month 53 to Month 64:	[***]
Month 65 to Month 74:	[***]
2.  MAINTENANCE RENT:
Airframe Major Checks
6Y	[***]
12Y	[***]
Landing Gear Overhaul	[***]
Engine Refurbishment	Per table below

ALA MSN 2830 – Global Crossing Airlines

S3.1-1

In relation to the Engine Refurbishment for each Engine, an amount equal to the US$ Cost per Flight Hour as set forth in the matrix below, dependent on the IATA area of operation and the Flight Hour-to-Cycle ratio operated, multiplied by the number of Flight Hours accumulated on each Engine during the immediately precedent month (with such Maintenance Rent being allocated according to the following percentages per relevant Engine Module:

[***]

Engine LLPs (divided per LLP)	[****]* per Flight Cycle per Engine
	(*) based on 2022 rates
APU Overhaul	[***] per APU Hour (payable when the
	APU is utilized on the Aircraft or another aircraft)

The Maintenance Rent rates (other than for LLPs) are subject to annual escalation of [***]% per annum on January 1, 2023 and on each January 1^st thereafter during the Term. Engine LLP Maintenance Rent rates shall be based on the Engine Manufacturer Catalogue List Price and will escalate commencing January 1, 2023. Maintenance Rent will not be payable in respect of the first calendar month during the Term; provided that Lessee will in any event provide the Monthly Report.

3. SECURITY DEPOSIT: [***], payable as follows:

a) [***] has been received by Lessor prior to the date of this Agreement; and

b) [***] due upon execution of this Agreement; and

c) [***] due upon execution of the Technical Acceptance Certificate.

4. AGREED VALUE: [***]

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5. MAXIMUM DEDUCTIBLE: [***]

6. MINIMUM LIABILITY COVERAGE: [***] per occurrence and in the annual aggregate for third party war risks and products legal liability.

7. MODIFICATION THRESHOLD AMOUNT: [***]

8. DAMAGE NOTIFICATION THRESHOLD: [***].

9. LESSOR’S ACCOUNT:

Bank:	Bank of America
Bank Address:	222 Broadway
	New York, NY 10038
ABA:	026009593
Account #:	[******]
Beneficiary:	WWTAI AirOpCo 1 Bermuda Ltd.
SWIFT Code:	BOFAUS3N

10. LESSEE’S ACCOUNT:

Bank:	Fifth Third Bank
Bank Address:	200 East Las Olas BLVD
	Ft. Lauderdale, FL
ABA:	067091719
Account #:	[*****]
Beneficiary:	Global Crossing Airlines LLC.
SWIFT Code:	FTBCUS3CXXX

11. OTHER AIRCRAFT: [***]

12. HOLDOVER PERCENTAGE: [***]

13. INTERIOR CONFIGURATION MODIFICATION: 68 Passenger / All Business Class

14. FINAL DELIVERY DATE: December 15, 2021

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SCHEDULE 3

COMMERCIAL TERMS

PART 2

LESSOR CONTRIBUTIONS FROM MAINTENANCE RENT

1. Reimbursement by Lessor from Maintenance Rent Balances.

1.1 Reimbursement by Lessor. Lessor will, subject to no Default or Event of Default having occurred which is continuing, pay to Lessee the amounts referred to in Section 1.3 by way of reimbursement of the cost incurred by Lessee in connection with a Major Maintenance Event associated with an Airframe, Landing Gear, Engine or APU (each a “Reimbursement Item”) in each case provided that:

(a) Lessor has received Lessee’s claim (a “Reimbursement Claim”) for payment together with (1) authentic, legible invoices from the Agreed Maintenance Performer evidencing the costs involved which (a) confirm that the Major Maintenance Event has been carried out and paid for and (b) give in reasonable detail a summary of the work that has been performed, and the time, parts and manpower used to perform each separate task, and (2) responses to all reasonable specific and detailed requests from Lessor for reasonable clarifications or more reasonable information on any related issue have been complied with to the reasonable satisfaction of Lessor;

(b) Lessee has provided Lessor with (i) a copy of the proposed workscope relating to the Major Maintenance Event sufficiently (and in any case not less than 30 days) in advance of commencement of the Major Maintenance Event in order to allow Lessor an opportunity to review and approve the proposed workscope (such approval not to be unreasonably withheld or delayed) and (ii) an estimate in reasonable detail of the cost of such Major Maintenance Event which has been accepted by Lessor prior to the commencement of the Major Maintenance Event (such acceptance not to be unreasonably withheld or delayed). If requested by Lessor, Lessee or Lessee’s agents will give Lessor or Lessor’s representatives reasonable access to observe the accomplishment of the Major Maintenance Event and to inspect the completion of the Major Maintenance Event;

(c) the Major Maintenance Event has been performed in accordance with the Approved Maintenance Program and documented in accordance with the Lease, including full traceability of LLPs;

(d) the Major Maintenance Event is not required as a result of any ingestion, foreign object damage (“FOD”), faulty maintenance or repair, improper operation, abuse, misuse, neglect or accidental cause (“Excluded Circumstances”) provided that if as a result of any of the Excluded Circumstances a Major Maintenance Event is performed with Lessor’s prior written agreement, then, without prejudice to subclauses (a) through (c) above or (e) through (i) below, this subclause (d) shall not apply to prevent Lessee being reimbursed Maintenance Rent for Major Maintenance Event in accordance with Section 1.3 for the costs of such Major Maintenance Rent other than costs directly resulting from any of the Excluded Circumstances;

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(e) to the extent the cost of the Major Maintenance Event is not recoverable under the Insurances or any Manufacturer or Supplier warranty, guarantee or concessionary adjustment available to Lessee;

(f) Lessor will reimburse the cost of labor and materials in performing the Major Maintenance Event. The cost of labor and materials (other than the LLP itself) for removal or installation of an LLP into an Engine may be reimbursed under the Reimbursement Item listed in Section 1.1(a) above;

(g) Lessor will not reimburse the cost of a modification upgrade of a Reimbursement Item to the extent that the cost of upgrading that Reimbursement Item is greater than the cost of repairing or replacing the existing Reimbursement Item;

(h) Lessor will not reimburse the cost of work to components not installed in the modules of each Engine or installed in the APU (including but not limited to thrust reversers, nacelles, line replaceable units (LRUs), QEC components and Parts or accessories); and

(i) Lessor will not reimburse the cost of transportation or the cost of obtaining customs clearance for importation of Parts (including, but not limited to, import/export duties, levies and other Taxes), nor will Lessor reimburse any handling fees, mark-ups or surcharges;

Lessor will use reasonable efforts to ensure that payment is made within sixty (60) days of the receipt by Lessor of the relevant Reimbursement Claim provided Lessee has met the requirements for reimbursement herein. No Reimbursement Claim may be submitted after the redelivery of the Aircraft except for any Reimbursement Claim for which (i) an invoice remains outstanding for the Major Maintenance Event at such time, and (ii) Lessee has notified Lessor in writing prior such redelivery of any such outstanding invoice, and (iii) Lessee has notified Lessor in writing prior the redelivery of the Aircraft of the nature and estimated cost of the Major Maintenance Event.

1.2 Scope of Major Maintenance Event. The following items shall be a Major Maintenance Event for which a Reimbursement Claim may be made:

(a) 6Y and 12Y Airframe Major Check;

(b) APU Overhaul including by way of exchange of the APU that is due for overhaul with a serviceable APU;

(c) Engine Refurbishment consisting of one or more modules of an Engine (with reimbursement to be made on a modular basis from the relevant Maintenance Rent Balance allocation for each such module undergoing an Engine Refurbishment);

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(d) Landing Gear Overhauls; and

(e) replacement of Engine LLPs in an Engine.

1.3 Amount of Lessor Reimbursement from Maintenance Rent Balances.

(a) Lessor will, subject to no Default or Event of Default having occurred which is continuing, pay to Lessee in relation to any Major Maintenance Event on a Reimbursement Item (excluding LLPs), an amount equal to the lesser of (other than the cost of the first 6Y and 12Y Check in which case Lessor will pay the greater of):

(i) the cost of that Major Maintenance Event, and

(ii) the balance, at the date of the completion of the Major Maintenance Event, of the Maintenance Rent Balance paid under Section 1 of Schedule 3 with respect to the particular Reimbursement Item (which in the case of an Engine Refurbishment, will in all cases be determined on a modular basis) after deducting any amounts already paid by Lessor under this Section 2 of Schedule 3 in relation to that Reimbursement Item.

(b) For the avoidance of doubt, when considering its obligation to make a payment under this Part 2 of Schedule 3 in relation to Major Maintenance Event on any Reimbursement Item, Lessor will not take into account any amounts paid by Lessee under Section 2 of Part 1 of Schedule 3 in relation to any other Reimbursement Item; provided however to the extent that an Engine Refurbishment is accomplished concurrently on more than one module in an Engine the amounts for such modules may be combined for reimbursement of such Major Maintenance Event.

(c) Lessee undertakes to act in good faith to obtain a fair and reasonable price when negotiating and agreeing with third party Approved Maintenance Performers or any other repairer the cost of any Major Maintenance Event, and before the performance of any Major Maintenance Event to provide Lessor with copies of relevant documents including but not limited to estimates of the cost of routine and non-routine labor and materials.

(d) In determining the amount of Lessor’s reimbursement of the cost of the Landing Gear Overhaul, an amount shall be retained by Lessor for the Landing Gear for the purpose of future replacement of the LLPs in the Landing Gear.

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1.4 Additional Contribution for Major Maintenance Event. Subject to the requirements for reimbursements for Major Maintenance Event as required in Section 1.1 through 1.3 having been met; Lessor will contribute the following amounts (in addition to the reimbursements contemplated by Section 1.3 above):

(a) Upon completion of the first Engine Refurbishment during the Term, an amount equal to the lesser of:

(i) the product of (a) the number of engine Flight Hours (measured as of the Delivery Date) consumed on such Engine or Engine module since completion of the Engine Refurbishment shop visit of such Engine or Engine module prior to the Delivery Date (or since new if the Engine has not completed or undergone any Engine Refurbishment shop visit) multiplied by (b) the Engine Refurbishment Maintenance Rent rate in effect on the Delivery Date, calculated in accordance with the previous operator’s hour/cycle utilization ratio since the last Engine Refurbishment shop visit of such Engine and allocated on a per module basis; and

(ii) the positive difference, if any, between (a) the cost of that Major Maintenance Event, and (b) the balance, at the date of the completion of the Major Maintenance Event, of the relevant Maintenance Rent Balance paid by Lessee with respect to the Engine Refurbishment deducting any amounts already paid by Lessor under this Part 2 of Schedule 3 in relation to that Reimbursement Item.

(b) Upon completion of the first APU Overhaul during the Term, an amount equal to the lesser of:

(i) the product of (a) the number of APU Hours (measured as of the Delivery Date) consumed on such APU since completion of the last overhaul of such APU prior to the Delivery Date multiplied by (b) the APU Maintenance Rent rate in effect on the date of the commencement of the Overhaul ; and

(ii) the positive difference, if any, between (a) the cost of that Major Maintenance Event, and (b) the balance, at the date of the completion of the Major Maintenance Event, of the Maintenance Rent Balance paid by Lessee with respect to the APU deducting any amounts already paid by Lessor under this Part 2 of Schedule 3 in relation to that Reimbursement Item.

(c) Upon completion of the first Landing Gear Overhaul during the Term, an amount equal to the lesser of:

(i) the product of (a) the number of calendar months (measured as of the Delivery Date and prorated for partial calendar months) consumed on the Landing Gear since completion of the last Landing Gear overhaul prior to the Delivery Date (or since new if an overhaul has never been completed on the Landing Gear) multiplied by (b) the Landing Gear Maintenance Rent rate in effect on the date of commencement of the Overhaul ; and

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(ii) the positive difference, if any, between (a) the cost of that Major Maintenance Event, and (b) the balance, at the date of the completion of the Major Maintenance Event, of the Maintenance Rent Balance paid by Lessee with respect to the Landing Gear deducting any amounts already paid by Lessor under this Part 2 of Schedule 3 in relation to that Reimbursement Item.

(d) Upon completion of the replacement of each Engine LLP for the first time during the Term, an amount equal to the difference between the (a) the cost of the Major Maintenance Event, and (b) the balance, at the date of the completion of the Major Maintenance Event, of the Maintenance Rent Balance paid by Lessee with respect to the relevant Engine LLP as of the time of removal of the relevant Engine.

Lessor Contribution for Airworthiness Directives

If the cost to Lessee of performing an Airworthiness Directive exceeds $100,000, Lessor shall, following receipt of an invoice in respect of such amount, and provided no Event of Default or payment default has occurred and is continuing, reimburse to Lessee an amount calculated in accordance with the following formula:

where:

M represents the month of the Term in which the work is completed;

N equals 74; and

C represents the total actual cost of labor and materials for the work.

Rent Credit

Provided no Default or Event of Default has occurred and is continuing, Lessee will receive a 30-day Rent credit following completion of the first 6Y and 12Y Check during the Term.

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SCHEDULE 3

COMMERCIAL TERMS

PART 3

ENGINE SUBSTITUTION PROVISIONS

1.1 Substitute Engine.

(a) Notwithstanding anything to the contrary in this Lease, Lessor will provide Lessee with a serviceable replacement engine (the “Substitute Engine”) in lieu of Lessee performing any Major Maintenance Event for an Engine hereunder, as follows: (i) during the Term, Lessee agrees to provide Lessor with ninety (90) days’ advance written notice (the “Removal Notice”) of any upcoming scheduled removal of any Engine due to such Engine requiring Engine Refurbishment, for reasons other than (A) faulty or improper maintenance or installation, (B) Lessee not adhering to Manufacturer’s recommendations, (C) operational mishandling, accident or other accidental cause, (D) an Event of Default, or (E) FOD (an “Unserviceability Issue”).

(b) If Lessor provides a Substitute Engine in lieu of the affected original Engine (the “Original Engine”), Lessor shall within thirty (30) days of the Removal Notice notify the Lessee in writing of the same and provide all available information in respect of the proposed Substitute Engine to evidence the technical condition of such Substitute Engine (the “Substitute Engine Notice”).

(c) Each Substitute Engine will:

(i) be serviceable with no adverse trend and no on-watch items;

(ii) have enough anticipated life remaining to be expected to remain on-wing until the earlier of (a) two (2) years from installation or (b) the Expiry Date (based on the average utilization for the prior 12 month period);

(iii) have a remaining hot day takeoff EGT margin sufficient to permit the operation of such Engine on-wing until the earlier of (a) two (2) years from installation or (b) the Expiry Date (based on the average utilization for the prior 12-month period);

(iv) not have suffered a stepped deterioration in performance since its last Engine Refurbishment such that such replacement engine would be expected to remain on-wing until the earlier of (a) two (2) years from installation or (b) the Expiry Date (based on the average utilization for the prior 12-month period); and

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(v) otherwise meet the Engine related delivery requirements set forth in Schedule 1.

(d) Provided the Substitute Engine meets the criteria set forth in subclause (c) (which may be verified by Lessee by reviewing the results of a completed up-to-date full video borescope and power assurance run of such engine), Lessee shall confirm to the same to Lessor in writing within fifteen (15) days of receipt of the Substitute Engine Notice and Lessor shall then, within thirty (30) days from the Substitute Engine Notice, make such Substitute Engine together with all available records available for final inspection by Lessee at the location where the Substitute Engine is to be installed on the Aircraft as notified by Lessee (the “Installation Location”). Lessee will complete its inspection (if any) of the Substitute Engine within five (5) days of the Substitute Engine’s arrival at the Installation Location. In the event the Substitute Engine meets the conditions set forth in subclause (c), Lessee shall sign a Delivery Certificate in respect of the Substitute Engine and it will therefrom become an “Engine” for all purposes of this Lease, and shall be subject to this Lease, any Mortgage and any Security Agreement. In the event the Substitute Engine does not meet the conditions in subclause (c) on Lessee’s inspection, then Lessee will return the Substitute Engine to a location designated by Lessor. All transportation costs for the Substitute Engine to and from (if the Substitute Engine is not accepted) the Installation Location will be borne by Lessor, and all installation costs for the Substitute Engine will be borne by Lessee. Lessee will have executed and delivered the Delivery Certificate for the Substitute Engine prior to installation. Upon removal of the Original Engine from the Aircraft, Lessee will transport the Original Engine to a location advised by Lessor, at Lessee’s risk, cost and expense. Upon arrival of the Engine at such location, and Lessor’s confirmation that no (A) faulty or improper maintenance or installation, (B) non-adherence to Manufacturer’s recommendations, (C) operational mishandling, accident or other accidental cause, or (E) FOD has occurred in respect of the Original Engine, Lessor will execute and deliver a Redelivery Certificate for such Original Engine and such Original Engine will cease being an “Engine”.

(e) Lessee will return the Original Engine to Lessor at Lessee’s cost and risk, no later than thirty (30) days following the delivery of the Substitute Engine. If Lessee fails to redeliver the Original Engine within such time period, then Lessee will pay Lessor US$1800.00 per day until such time as the Original Engine is returned to Lessor. If Lessor does not provide a Substitute Engine within sixty (60) days from the date of the Removal Notice, Lessee may lease and install on the Aircraft a serviceable Engine and Lessor will reduce the monthly Basic Rent by the amount of the serviceable engine lease rental that Lessee is being charged by the third party lessor. Lessee’s obligation to pay Rent will from that date be suspended for such length of time as the Aircraft is on the ground due to the Unserviceability Issue.

(f) Notwithstanding the foregoing, in case Lessee has failed to issue the Removal Notice as required above and in the absence of such notice has pursued initiation of an Engine shop visit in respect of the Original Engine all costs and logistic arrangements in relation to such shop visit will be for Lessee.

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SCHEDULE 4

INSURANCE REQUIREMENTS

The Insurances required to be maintained are as follows:

(a) HULL ALL RISKS of loss or damage while flying and on the ground with respect to the Aircraft on an “agreed value basis” for the Agreed Value and with a deductible not exceeding the Maximum Deductible, or such other amount agreed by the parties from time to time;

(b) HULL WAR AND ALLIED PERILS, being such risks excluded from the Hull All Risks Policy to the fullest extent available in accordance with Policy Form LSW555D from the leading international insurance markets including confiscation and requisition by the State of Registration and the State of Incorporation for the Agreed Value;

(c) SPARES ALL RISKS (INCLUDING WAR AND ALLIED RISK except when on the ground or in transit other than by air) property insurance on all Engines and Parts when not installed on the Aircraft on an “agreed value” basis for their full replacement value and including engine test and running risks;

(d) AIRCRAFT THIRD PARTY, PASSENGER, BAGGAGE, CARGO AND MAIL AND AIRLINE GENERAL THIRD PARTY (INCLUDING PRODUCTS) LEGAL LIABILITY for a Combined Single Limit (Bodily Injury/Property Damage) of an amount not less than the Minimum Liability Coverage for the time being any one occurrence (but in respect of products and personal injury liability this limit may be an aggregate limit for any and all losses occurring during the currency of the policy). Personal injury towards third parties is limited to USD 25,000,000 any one occurrence and in the annual aggregate. War and Allied Risks are also to be covered under the Policy of an amount not less than the Minimum Liability Coverage applying any one occurrence and in the annual aggregate;

(e) All required hull and spares insurance (as specified above), so far as it relates to the Aircraft will:

(i) name Lessor, Owner, the Financing Parties, and their respective successors and assigns as contract parties for their respective rights and interests;

(d) provide that all payments received as the result of an Event of Loss occurring during the Term will be settled jointly with Owner, Lessor and Lessee, and will be payable in Dollars to the applicable Financing Party, as sole loss payee, unless there is no Financing Party, in which case all such payments will be payable to Lessor;

(e) provide that all insurance proceeds of any property, damage or loss to the Aircraft, any Engine or any Part occurring during the Term not constituting an Event of Loss and equal to or in excess of the Damage Notification Threshold will be paid to the repairer for repairs or for replacement property in accordance with this Agreement. Insurance proceeds in amounts below the Damage Notification Threshold may be paid by the insurer directly to Lessee. Any balance remaining may be retained by Lessor;

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(ii) include a notice and/or acknowledgement of assignment (relating to the assignment of Lessor’s interest in the Insurances to the Financing Parties) in a form acceptable to Lessor, if applicable;

(iii) if separate Hull “all risks” and “war risks” insurances are arranged, include a 50/50 provision in accordance with market practice (AVS. 103 is the current market language);

(f) All required liability insurances (specified above) will:

(i) include the Indemnitees as additional insureds for their respective rights and interests;

(ii) include a Severability of Interest Section which provides that the insurance, except for the limit of liability, will operate to give each assured the same protection as if there was a separate policy issued to each assured;

(iii) contain a provision confirming that the policy is primary without right of contribution and the liability of the insurers will not be affected by any other insurance of which Owner, Lessor, or Financing Parties have the benefit so as to reduce the amount payable to the additional insureds under such policies;

(g) All Insurances will:

(i) be in accordance with normal industry practice of persons operating similar aircraft in similar circumstances;

(ii) provide cover denominated in Dollars and any other currencies which Lessor may reasonably require in relation to liability insurance;

(iii) operate on a worldwide basis subject to such limitations and exclusions as Lessor may agree;

(iv) acknowledge the insurers is aware (and has seen a copy) of this Lease and that the Aircraft is owned by Owner and is subject to the Mortgage and that the Insurances are subject to the Security Assignment in favor of the applicable Financing Party;

(v) be no less favorable than the insurance carried by Lessee on its fleet except as to amounts which shall meet the minimums provided for herein in respect of Agreed Value, Maximum Deductible and Minimum Liability Coverage;

(vi) shall be satisfactory to any Financing Parties;

(vii) provide that, in relation to the interests of each of the additional insureds the Insurances will not be invalidated by any act or omission by Lessee, or any other person other than the respective additional insured seeking protection and shall insure the interests of each of the additional insureds regardless of any breach or violation by Lessee, or any other person other than the respective additional insured seeking protection of any warranty, declaration or condition, contained in such Insurances;

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(viii) provide that the insurers will hold harmless and waive any rights of recourse and/or subrogation against the additional insureds or to be subrogated to any rights of any Financing Party against Lessor or Lessee;

(ix) provide that the additional insureds will have no obligation or responsibility for the payment of any premiums due (but reserve the right to pay the same should any of them elect so to do) and that the insurers will not exercise any right of set off or counter claim in respect of any premium due against the respective interests of the additional insureds other than outstanding premiums relating to the Aircraft, any Engine or Part the subject of the relevant claim;

(x) provide that the Insurances will continue unaltered for the benefit of the additional insureds for at least 30 days after written notice of any cancellation, change, event of non-payment of premium or installment thereof has been sent to Owner, Lessor and each Financing Party, except in the case of war risks for which 7 days (or such lesser period as is or may be customarily available in respect of war risks or allied perils) will be given, or in the case of war between the 5 great powers or nuclear peril for which termination is automatic; and

(xi) if reinsurance is a requirement of this Agreement such reinsurance will (i) be on the same terms as the original insurances and will include the provisions of this Schedule 4, (ii) provide that notwithstanding any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured that the reinsurers’ liability will be to make such payments as would have fallen due under the relevant policy of reinsurance if the reinsured had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and (iii) contain a “cut-through” Section in the following form (or otherwise satisfactory to Lessor): “The Reinsurers and the Reinsured hereby mutually agree that in the event of any claim arising under the reinsurances in respect of a total loss or other claim where as provided by the Aircraft Lease Agreement dated as of [ ], 2021 and made between Lessor and Lessee such claim is to be paid to the person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsured, its successors in interest and assigns pay to the person named as sole loss payee under the primary insurances effected by the Reinsured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the Reinsurers will (to the extent of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewith”; subject to such provisions not contravening any law of the State of Incorporation;

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(xii) AVN.67B: Lessee may procure endorsements to the relevant insurance or reinsurance policies required to be maintained pursuant to Article 10 and this Schedule 4 so as to incorporate the terms of Lloyd’s Form AVN.67B (or any revised form in general use in the London aviation insurance market) into such insurance or reinsurance policies, in which event, to the extent that any provisions of such Form AVN.67B (or any revised form) endorsement conflicts or is otherwise inconsistent with the requirements of any provision of this Agreement relating to insurance or reinsurance then (so long as it shall remain general aviation insurance practice to insure aircraft financed or leased by financial institutions on the basis of such endorsement), such conflicting or inconsistent provision of this Agreement shall be of no further force and effect and such endorsement shall be deemed to satisfy the requirements of each such conflicting or inconsistent provision of this Agreement.

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SCHEDULE 5

RETURN CONDITIONS

[***]

SCHEDULE 6

FORM OF CERTIFICATE OF REDELIVERY

CERTIFICATE OF REDELIVERY

Reference is made to the Aircraft Lease Agreement dated as of                      , 2021 between UMB BANK, NATIONAL ASSOCIATION, not in its individual capacity but, solely as owner trustee (the “Lessor”) and GLOBAL CROSSING AIRLINES, INC. (the “Lessee”), as amended, modified, supplemented and/or assigned from time to time (the “Lease”). Capitalized terms not herein defined shall have the meanings given them under the Lease.

This Certificate of Redelivery is delivered on and as of the date set forth below by the Lessor to the Lessee.

1. Details of Acceptance

The Lessor hereby indicates and confirms to the Lessee, its successors and assigns, that the Lessor has on                      at                     , accepted the following aircraft (the “Aircraft”), in accordance with and subject to the provisions of the Lease:

(i) Airframe: Airbus Model A320-214 airframe, Manufacturer’s Serial No. 2830

Total Flight Hours:                                         

Total Cycles:                                              

Flight Hours Since Last C Check:                                         

Cycles Since Last C Check:                                              

(ii) Engines: Position 1 – Life Limited

Parts Status Attached

Manufacturer’s Serial No.:                                         

1. Total Flight Hours:

2. Total Cycles:                                         

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3. Flight Hours Since Last Engine Refurbishment:         

4. Cycles Since Last Engine Refurbishment:                 

Position 2 – Life Limited Parts Status attached.

Manufacturer’s Serial No.:                                         

5. Total Flight Hours:                                         

6. Total Cycles:                                         

7. Flight Hours Since Last Engine Refurbishment:         

8. Cycles Since Last Engine Refurbishment:                 

(iii) Landing Gear:

Left Main

Manufacturer’s Serial No.:

Manufacturer’s Part No.:

1. Total Flight Hours Since Overhaul:         

2. Total Cycles Since Overhaul:

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3. Date of Last Overhaul:                                         

Right Main

Manufacturer’s Serial No.:                                         

Manufacturer’s Part No.:                                         

4. Total Flight Hours Since Overhaul:             

5. Total Cycles Since Overhaul:             

6. Date of Last Overhaul:             

Nose

Manufacturer’s Serial No.:                                         

Manufacturer’s Part No.:                                         

4. Total Flight Hours Since Overhaul:             

5. Total Cycles Since Overhaul:             

6. Date of Last Overhaul:             

(iv) APU:

Type:                                         

Manufacturer’s Serial No.:                                         

1. Total                              APU Hours Since Last

Overhaul:                     

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D. Interior Configuration:

(i) Seating:

(ii) Lavatories:

(iii) Galleys:

(iv) Freight positions:

E. All other Items of Equipment and other property, tangible and intangible, delivered by Lessor to Lessee.

Fuel:                      kgs.

2. Confirmation of Undertakings

The Lessor confirms that on                      the above referenced Aircraft was duly returned by the Lessee and accepted by the Lessor in accordance with and subject to the provisions of the Lease.

This Certificate of Redelivery is executed and delivered without prejudice to the rights and obligations of the parties under the Lease that, by their terms, expressly survive the termination, cancellation or expiration thereof.

Annex 1 - Engine LLPs

Annex 2 - Loose Equipment and Accessories

Annex 3 - Aircraft Documents and Technical Records

Annex 4 - Aircraft Status – Avionics Inventory

Annex 5 - Discrepancy List

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IN WITNESS WHEREOF, Lessor and Lessee have caused this Certificate of Redelivery to be executed in their names, by their duly authorized officer(s) or representative(s), pursuant to due corporate authority, all as of the date written in Paragraph 1 above.

UMB BANK, NATIONAL ASSOCIATION, not in its individual capacity but, solely as owner trustee, as Lessor

By:

Name:

Title:

GLOBAL CROSSING AIRLINES, INC.

as Lessee

By:

Name:

Title:

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EX-10.35

Exhibit 10.35

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT BOTH (I) IS

NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH

EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.

AIRCRAFT LEASE AGREEMENT

Dated as of

November 5, 2021

between

UMB BANK, NATIONAL ASSOCIATION

not in its individual capacity but solely as owner trustee

as Lessor

and

GLOBAL CROSSING AIRLINES, INC.

as Lessee

in respect of

Aircraft: AIRBUS A320-214         Manufacturer’s Serial No: 2851

Current US Registration Mark N627VA

This Agreement has been executed in multiple counterparts. The counterpart to be deemed the Original Counterpart contains a receipt therefor executed by the Lessor on its signature page. To the extent that this Agreement constitutes chattel paper (as such term is defined in the Uniform Commercial Code as in effect in any applicable jurisdiction), a security interest in this Agreement may be created only by the transfer of possession of that Original Counterpart.

Table of Contents

		PAGE
ARTICLE 1 INTERPRETATION			1
1.1	Definitions		1
1.2	Construction		14
1.3	Cape Town Convention		14
ARTICLE 2 REPRESENTATIONS AND WARRANTIES			15
2.1	Lessee’s Representations and Warranties		15
2.2	Repetition		18
2.3	Lessor’s Representations and Warranties		18
2.4	Repetition		19
ARTICLE 3 CONDITIONS PRECEDENT			19
3.1	Lessor Conditions Precedent		19
3.2	Further Lessor Conditions Precedent		22
3.3	Lessee Conditions Precedent		22
3.4	Conditions Subsequent		22
3.5	Waiver		22
ARTICLE 4 DELIVERY INSPECTION AND ACCEPTANCE			22
4.1	Delivery Inspection and Acceptance		22
4.2	Condition at Delivery		23
4.3	Technical Acceptance and Delivery Inpsection		23
4.4	Delivery of Aircraft to Lessee		23
4.5	Lessee Acceptance of Aircraft		.23
4.6	Loss of Aircraft		.24
4.7	Delayed Delivery		24

ALA MSN 2851 – Global Crossing Airlines

ARTICLE 5 LEASE COMMENCEMENT		24
5.1	Leasing	24
5.2	Delivery	24
5.3	Ferry Flight	24
5.4	Lease Extension	25
ARTICLE 6 PAYMENTS		25
6.1	Rental Periods	25
6.2	Rent	25
6.3	Maintenance Rent	25
6.4	Payments	26
6.5	Gross-up	26
6.6	Taxation	26
6.7	Value Added Tax	27
6.8	Information and Filing	27
6.9	Taxation of Indemnity Payments; Tax Savings; Tax Indemnitee Performance	28
6.10	Default Interest	29
6.11	Contest	29
6.12	Security	30
6.13	Absolute	31
ARTICLE 7 MANUFACTURER’S WARRANTIES		31
7.1	Assignment	31
7.2	Parts	32
7.3	Agreement	32
ARTICLE 8 LESSOR COVENANTS		32
8.1	Quiet Enjoyment	32

ALA MSN 2851 – Global Crossing Airlines

ARTICLE 9 LESSEE’S COVENANTS		32
9.1	Duration	32
9.2	Information and Access	32
9.3	Lawful and Safe Operation	35
9.4	Taxes and other Outgoings	36
9.5	Sub-Leasing	37
9.6	Inspection	38
9.7	Title	38
9.8	General	39
9.9	Records	40
9.10	Protection and Approvals	40
9.11	Maintenance and Repair	41
9.12	Removal of Engines and Parts	42
9.13	Installation of Engines and Parts	43
9.14	Non-installed Engines and Parts	44
9.15	Modifications	45
9.16	Title to Parts and Engines	45
9.17	Registration	46
9.18	Replacement of Parts	46
9.19	Ownership of Parts	47
ARTICLE 10 INSURANCE		47
10.1	Insurances	47
10.2	Requirements	48
10.3	Insurance Covenants	48
10.4	Failure to Insure	49
10.5	Continuing Indemnity	49
10.6	Application of Insurance Proceeds	50

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ARTICLE 11 INDEMNITY		50
11.1	General	50
11.2	Duration	52
ARTICLE 12 EVENTS OF LOSS		52
12.1	Event of Loss; Aircraft	52
12.2	Event of Loss; Engine	52
12.3	Requisition	53
ARTICLE 13 RETURN OF AIRCRAFT		53
13.1	Return and Airworthiness	53
13.2	Final Inspection	53
13.3	Non-compliance and Continuing Obligations	54
13.4	Redelivery	55
13.5	Export and Deregistration of Aircraft	55
13.6	Acknowledgement	55
13.7	Approved Maintenance Program	55
13.8	Fuel	56
13.9	Engines, APU and Landing Gear	56
ARTICLE 14 DEFAULT AND EARLY TERMINATION		56
14.1	Events	56
14.2	Rights	59
14.3	Deregistration	59
14.4	Default Payments	60

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ARTICLE 15 ASSIGNMENT		60
15.1	Lessee Assignment	60
15.2	Lessor Assignment	61
15.3	Lessee Cooperation	61
ARTICLE 16 MISCELLANEOUS		61
16.1	Waivers, Remedies Cumulative	61
16.2	Delegation	61
16.3	Certificates	61
16.4	Appropriation	61
16.5	Currency Indemnity	61
16.6	Set-off	62
16.7	Severability	62
16.8	Remedy	63
16.9	Time of Essence	63
16.10	Notices	63
16.11	Law and Jurisdiction	63
16.12	Sole and Entire Agreement	65
16.13	Indemnities	65
16.14	Counterparts	65
16.15	Language	65
16.16	Brokers	65
16.17	Expenses	65
16.18	Cape Town Convention Prevails	65
16.19	Confidentiality	66
16.20	Owner Trustee	66
16.21	True Lease	66

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ARTICLE 17 DISCLAIMERS AND WAIVERS		66
17.1	Exclusion	66
17.2	Waiver	67
17.3	Consequential Damages	67

Annex I Form of Monthly Disclosure Report

Schedule 1 Aircraft Description

Schedule 2 Form of Certificate of Acceptance

Schedule 3 Commercial Terms

Schedule 4 Insurance Requirements

Schedule 5 Return Conditions

Schedule 6 Form of Certificate of Redelivery

ALA MSN 2851 – Global Crossing Airlines

THIS AIRCRAFT LEASE AGREEMENT (this “Agreement” or this “Lease”) is made as of the 5th day of November, 2021 between UMB Bank, National Association, a national banking association organized under the laws of the U.S.A., having an address at 6440 S. Millrock Drive, Suite 400, Salt Lake City, UT 84121, not in its individual capacity but solely as owner trustee (“Lessor”), and Global Crossing Airlines, Inc., a corporation incorporated under the laws of the State of Delaware, USA and whose registered office is located at Building 5A, Miami International Airport, 4200 NW 36^th Street, Miami, Florida 33166 (“Lessee”).

WHEREAS: Lessor wishes to lease to Lessee and Lessee is willing to lease from Lessor the Aircraft on the terms of this Agreement.

IT IS AGREED as follows:

ARTICLE 1

INTERPRETATION

1.1 Definitions

In this Agreement the following expressions have the respective meanings set forth below:

“Affiliate” means, in relation to any Person, a Subsidiary of that Person or a Holding Company of that Person or any other Subsidiary of that Holding Company.

“Agent” means, if applicable, the “facility agent or security trustee” under the Credit Agreement (if any), or any other Financing Party which Lessor notifies Lessee from time to time shall constitute the “Agent” for all purposes of this Agreement.

“Agreed Maintenance Performer” means such maintenance facility approved by the FAA pursuant to FAA Part 145 for the accomplishment of the maintenance, testing, inspection, repair, overhaul or modification that is intended to be accomplished with respect to the Aircraft and approved in advance in writing by Lessor.

“Agreed Value” has the value assigned to such term as specified in Part 1 of Schedule 3 attached hereto.

“Air Authority” means the FAA and/or any Government Entity that, under the laws of the State of Registration, from time to time (i) have control or supervision of civil aviation or (ii) have jurisdiction over the registration, airworthiness or operation the Aircraft.

“Air Operator Certificate” or “AOC” means an air carrier’s operating certificate issued by the Administrator of the FAA pursuant to Chapter 447 of Title 49 U.S.C.

“Aircraft” means the aircraft described in Part 1 of Schedule 1 (which term includes where the context permits, a separate reference to all Engines, Parts, and Aircraft Documents).

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“Aircraft Documents” means the documents, data, manuals and records identified in Part 2 of Schedule 1 and all additions, renewals, revisions and replacements from time to time made in accordance with this Agreement.

“Airframe” means the Aircraft, excluding the Engines, APU (or any engines or auxillary power unit from time to time installed on the Airframe) and Aircraft Documents.

“Airframe Manufacturer” means Airbus S.A.S.

“Airworthiness Directives” or “ADs” means all airworthiness directives and other legally mandatory instructions issued by the FAA or EASA applicable to the Aircraft, Airframe, any Engine or any Part.

“AMM” means the latest version of the aircraft maintenance manual applicable to the Aircraft.

“Anticipated Delivery Date” means November 5, 2021.

“Approved Maintenance Program” means the Aircraft maintenance program approved by the Air Authority.

“APU” means whether or not installed on the Airframe and together with all Parts installed in or on such APU) identified in Delivery Acceptance Certificate (whether or not installed on the Airframe) unless permanently replaced or its permanent replacement pursuant to this Agreement in which case “APU” refers to such replacement) so long as title thereto is or remains vested in Owner in accordance with the terms of Article 9.13.

“APU Refurbishment” means, with respect to an APU, a shop visit at which a prescribed package of inspection checks, repair and replacement of Parts on the principal assemblies or modules is accomplished in accordance with the APU manufacturer’s shop, manual and the recommendations in the APU manufacturer’s workscope, planning guidance documents. Such package of work shall be sufficient to achieve a full operating interval until the next anticipated Refurbishment shop visit in line with industry achievements for APUs of the same type as such APU.

“Assumed Utilization” has the meaning set forth in Section 6.3.

“Bankruptcy Code” means the United States Bankruptcy Code, 11 United States Code §§101 et seq. in effect as of any date of determination.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for business in New York, U.S.A.

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“C-Check” means a maintenance check on the Airframe under the Approved Maintenance Program having an interval on completion of at least 7500 Flight Hours, 5000 Cycles, and 24 months and consisting of full and complete zonal, systems and structural check including the corresponding lower checks (“A” or equivalent) and any other maintenance and inspections tasks that are a part of such checks, all in accordance with the Approved Maintenance Program.

“Cape Town Agreements” means the Cape Town Convention as supplemented by the Cape Town Aircraft Protocol (in each case, utilizing the English-language version thereof).

“Cape Town Aircraft Protocol” means The Protocol to the Convention on International Interests in Mobile Equipment, concluded in Cape Town, South Africa, on November 16, 2001 (utilizing the English-language version thereof).

“Cape Town Convention” means the Convention on International Interests in Mobile Equipment which was adopted on November 16, 2001 at a diplomatic conference held in Cape Town, South Africa (as amended, supplemented or modified from time to time) and shall mean when referring to such Convention with respect to the Contracting State, such Convention, as is in effect in such Contracting State unless otherwise indicated.

“Certificate of Acceptance” means a Certificate of Acceptance in the form of Schedule 2 hereto.

“Certificated Air Carrier” means a holder of an air carrier operating certificate issued pursuant to chapter 447 of Title 49 of the United States Code for aircraft capable of carrying ten or more individuals or 6,000 pounds of cargo.

“Certificate of Airworthiness” or “CoA” means a certificate of airworthiness issued by the FAA or the relevant Air Authority, as applicable.

“Claim” has the meaning specified in Section 11.1.

“Contractual Currency” has the meaning specified in Section 16.5.

“Contracting State” means a country that has ratified, accepted, approved or acceded to the CTC in accordance with its terms and with respect to which no denunciation in accordance with the terms of the CTC has taken effect.

“CTC” means the Cape Town Convention and the Cape Town Aircraft Protocol together and shall mean when referring to the CTC with respect to such Contracting State, the CTC, as is in effect in such Contracting State unless otherwise indicated.

“Credit Agreement” means any loan agreement, as identified in writing by Lessor, entered into or to be entered into between Lessor, as borrower, the facility agent, security trustee (if any) and the lenders party thereto, together with any other credit agreement to be entered into by Lessor and the applicable Financing Parties in connection with the financing of the Aircraft.

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“Cycle” means one take-off and landing of the Airframe or, in the case of an Engine, of the airframe on which such Engine is installed.

“Damage Notification Threshold” has the meaning specified in Part 1 of Schedule 3.

“Default” means any Event of Default and any event which with the giving of notice, lapse of time, determination of materiality or fulfillment of other condition would constitute an Event of Default.

“Default Interest” shall have the meaning set out in Section 6.10.

“Delivery” has the meaning given in Section 5.2.

“Delivery Location” means (i) the facilities of AerSale in Goodyear Arizona, U.S.A.; or (ii) such other location as may be agreed between Lessor and Lessee.

“Deregistration Power of Attorney” or “DPOA” means a deregistration power of attorney relating to the Aircraft and issued by Lessee in favor of Lessor and/or the Financing Parties (if applicable) in form and delivered in such manner as Lessor and any Financing Party may request (and, if applicable, notarized, legalized, apostilled and/or translated for use in the State of Registration, in each case at Lessee’s cost), empowering Lessor or any Financing Party (as the case may be):

(a) to de-register the Aircraft in the name of Lessee from the aircraft register in the State of Registration;

(b) to export the Aircraft from the State of Registration; and

(c) to take any action required to release the Aircraft from any Lien.

“Dollars” or “US$” means the lawful currency of the United States of America.

“EASA” means the European Aviation Safety Agency, an agency of the European Union, or any successor agency thereto.

“Engine” means, whether or not installed on the Aircraft, each of the engines bearing the manufacturer, model and serial number specified in Part 1 of Schedule 1, such engines being described as to serial numbers on the Certificate of Acceptance to be executed by Lessee upon delivery of the Aircraft, and each Replacement Engine, or Substitute Engine, and in each case includes all modules and Parts from time to time belonging to or installed in that engine so long as title to such modules and Parts thereto is or remains vested in Owner in accordance with the terms of Section 9.

“Engine Manufacturer” means CFM International, Inc.

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“Engine Refurbishment” means off-wing heavy maintenance for an Engine performed by an Agreed Maintenance Performer during a shop visit that requires the complete teardown/disassembly, inspection, repair and refurbishment of the HPC, HPT and Combustor modules of such Engine, if required, and the inspection, teardown/disassembly inspection and repair and refurbishment as and if required (as dictated by inspection or engine trend monitoring and the Engine Manufacturer’s shop manual limits) of each of the other modules of such Engine, resulting in, in Lessor’s determination, a full performance restoration of such Engine in accordance with the Engine Manufacturer’s shop manual limits and the Engine Manufacturer’s then current Workscope Planning Guide.

“Event of Default” means an event specified in Section 14.1.

“Event of Loss” means with respect to the Aircraft or any Engine:

(a) the actual or constructive total loss of such property (including any damage to such property which results in an insurance settlement on the basis of a total loss, or requisition for use or hire which results in an insurance settlement on the basis of a total loss); or

(b) the loss of use thereof, due to destruction or damage beyond repair or being rendered permanently unfit for normal use for any reason; or

(c) the requisition of title, or other compulsory acquisition, capture, seizure, deprivation, confiscation or detention for any reason of such property by the government of the State of Registration, the State of Incorporation or other competent authority (whether de jure or de facto) resulting in Owner or Lessor being divested of title to any interest in such property, other than by voluntary act; or

(d) the hijacking, theft, condemnation, confiscation or seizure of such property which deprives Lessee, or any sublessee permitted hereunder to have possession and/or use of such property, of its possession and/or use for more than 30 consecutive days; or

(e) the requisition for use of such property (other than in the circumstances referred to in (c) above) which deprives the Lessee or any permitted sublessee of the use of such property for more than 60 consecutive days.

“Expiry Date” means the Scheduled Expiry Date (as such date may be extended to comply with the requirements of Article 13) or, if earlier, the date on which:

(a) this Agreement shall terminate in accordance with the terms hereof; or

(b) Lessor receives the Agreed Value following an Event of Loss.

“Extension Option” means Lessee’s option to extend the Term for a period of twenty four (24) months, as set forth in Section 5.4.

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“FAA” means the Federal Aviation Administration of the U.S. Department of Transportation or any successor thereto under the Laws of the U.S. Where it is stated in this Lease that a repair station or a repair, overhaul or maintenance facility will be an “FAA approved” station or facility, such station or facility must be approved by the FAA to perform maintenance and repair work on the Aircraft, an Engine or Part, as applicable Federal Aviation Administration of the United States and any successor thereof.

“FAA Counsel” means the law firm of Daugherty, Fowler, Peregrin, Haught & Jenson.

“FAA Lease Termination Certificate” means a lease termination certificate in form acceptable for recording with the FAA.

“Final Delivery Date” has the meaning given to it in Part I of Schedule 3.

“Final Inspection” has the meaning specified in Section 13.2.

“Financing Parties” means such financial institution(s), noteholders and/or other providers of finance or funds, or any trustee(s) acting on behalf of such Persons as identified by Lessor from time to time in writing to Lessee, from whom funds for the acquisition or continued ownership of the Aircraft by Owner is to be, or is for the time being obtained and/or in whose favor or for whose benefit security over, or rights relating to, the Aircraft and/or this Agreement is granted by Lessor or at its request. Until notified otherwise by Lessor to Lessee, the Financing Parties shall include the Agent and each lender under the Credit Agreement, if any.

“Flight Hour” means each hour or part thereof (rounded to two decimal places) elapsing from the moment the wheels of the Airframe leave the ground on take-off until the wheels of the Airframe next touch the ground or the case of an Engine, of the airframe on which such Engine is installed.

“GAAP” means generally accepted accounting principles then used in the State of Incorporation.

“Governing Law” means the laws of the State of New York with respect to agreement made and to be entirely performed in such State by residents thereof.

“Government Entity” means:

(a) the FAA, EASA, or other approved Air Authority;

(b) any national government, political subdivision, or local jurisdiction;

(c) any instrumentality, board, commission, court, or agency of any thereof, however constituted; and

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(d) any association, organization, or institution of which any of the above is a member or to whose jurisdiction any thereof is subject or in whose activities any of the above is a participant.

“Habitual Base” means the United States, or subject to the prior written consent of Lessor, any other state, province or country in which the Aircraft is from time to time habitually based within the geographical limits imposed by the Insurances.

“Holding Company” means, in relation to a Person, any other Person in respect of which it is a Subsidiary.

“Holdover Percentage” means the amount set forth on Part 1 of Schedule 3 as the “Holdover Percentage”.

“Indemnitees” or “Indemnitee” means each of Lessor, Trustor, Owner, Servicer, Owner Trustee, the Financing Parties, the Prior Owner Parties, including, all of their respective successors and assigns; direct and indirect members, partners, or shareholders, subsidiaries, Affiliates, contractors, representatives, directors, officers, servants, agents and employees.

“Indemnitee Taxes”, in respect of any Tax Indemnitee, means any Taxes:

(a) based on or measured by the net income of the Tax Indemnitee imposed by any Government Entity, other than any such taxes that are in the nature of sales, use, gross receipts, ad valorem, license, property or VAT;

(b) sales, general excise, use or similar transfer Taxes imposed on a Tax Indemnitee upon any voluntary or involuntary transfer or disposition by the Indemnitee of the Aircraft, any Engine or Part or any interest in Tax Indemnitee other than any transfer or disposition requested by Lessee or made while an Event of Default is continuing;

(c) Taxes to the extent incurred with respect to any act occurring after:

(i) the expiration or earlier termination of this Agreement and not related to the transactions contemplated by this Agreement,

(ii) the (A) return of possession of the Aircraft in accordance with the relevant provisions of this Agreement or (B) sale or other transfer of the Aircraft following an Event of Loss with respect to the Aircraft pursuant to the terms hereof, and

(iii) the payment by Lessee of all amounts payable pursuant to this Agreement;

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(d) Taxes to the extent incurred in respect of any act or circumstance occurring prior to Lessee’s acceptance of the Aircraft on the Lease Commencement Date and unrelated to the transactions contemplated by this Agreement; or

(e) resulting from or attributable to the incorporation, residence, activities or presence of a Tax Indemnitee in a jurisdiction imposing such Tax which activities or presence are unrelated to the transactions contemplated by the Transaction Documents or the operation of the Aircraft by Lessee, or any permitted sublessee; or

(f) imposed as a result of or in respect of the provision of finance in respect of the Aircraft, or as a result or in respect of any Lessor Lien.

“Insurances” has the meaning specified in Section 10.1.

“Interior Configuration Modification” has the meaning set forth on Part 1 of Schedule 3.

“International Interest” is defined in the Cape Town Convention.

“International Registry” means the international registration facilities established for the purposes of the CTC by Aviareto in Dublin, Ireland.

“Landing Gear” means the nose landing gear assembly, right main landing gear assembly, left main gear assembly of the Aircraft as detailed in Schedule 1 Part 1.

“Landing Gear Overhaul” means any full overhaul of any Landing Gear to the maximum provided for in accordance with the Approved Maintenance Program and the manufacturer’s overhaul manual, not just any replacement, repair or overhaul of any rotable components, any cleaning or replacement of seals, any repair of brakes, wheels or tires, brake rods, struts or braces, in each case, that occurs any more frequently than a full overhaul;

“Law” means any statute, decree, constitution regulation, order or any directive of any Government Entity, (b) treaty, pact, compact or other agreement to which any Government Entity is a signatory or part, (c) judicial or administrative interpretation or application of any of the foregoing or (d) any binding judicial precedent having the force of law.

“Lease Commencement Date” means the date on which the delivery of the Aircraft is confirmed in the Certificate of Acceptance.

“Lessee’s Account” means the bank account of Lessee set forth on Part 1 of Schedule 3 as “Lessee’s Account”.

“Lessee’s Technical Acceptance Certificate” shall mean the certificate in the form Set forth on Schedule 7, dated on or about the date hereof, executed and delivered by Lessee confirming its acceptance of the technical condition of the Aircraft.

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“Lessor Lien” means:

(a) the Mortgage, the Security Agreement and any security interest whatsoever from time to time created by or through Owner or Lessor in connection with the financing of the Aircraft;

(b) any other security interest in respect of the Aircraft which results from acts of or claims against Lessor and/or Owner not related to the transactions contemplated by or permitted under this Agreement; and

(c) liens in respect of the Aircraft for Indemnitee Taxes.

“Lien” means, with respect to any asset, any mortgage, deed of trust, lien, pledge, hypothecation, right of set-off, encumbrance, charge or security interest in, on or of such asset or other arrangement having the effect of creating a lien other than a Permitted Lien.

“Losses” means any costs, expenses, payments, charges, demands, liabilities, claims, actions, proceedings, penalties, fines, damages, judgments, orders or other sanctions but excluding any consequential losses (including, by way of example, loss of profit); and Loss shall be construed accordingly.

“LLP” means a life limited part.

“Major Check” means a 6Y or 12Y Check or equivalent maintenance check as set out in the Approved Maintenance Program.

“Major Maintenance Event” or “MME” means any of the following: Major Check; Engine Refurbishment; Engine LLP Replacement; Landing Gear Overhaul; or APU Overhaul.

“Major Repair” means any “Major Repair” as such term is commonly used by the FAA.

“Maintenance Rent” means all amounts payable pursuant to Section 6.3. “Maintenance

Rent Period” means each calendar month during the Term.

“Maintenance Rent Payment Date” means the 15th day of each calendar month during the Term.

“Manufacturer” means with respect to the Airframe, Engine or any Part of the Aircraft, the Airframe Manufacturer, Engine Manufacturer or manufacturer of such Part, respectively.

“Maximum Deductible” has the meaning specified in Part 1 of Schedule 3 attached hereto.

“Minimum Liability Coverage” has the meaning specified in Part 1 of Schedule 3.

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“MPD” means the latest version of the maintenance planning document in respect of the Aircraft published by the Airframe manufacturer.

“Modification” means any modification, alteration or addition to or removal from the Aircraft, regardless of cost.

“Modification Threshold Amount” has the meaning specified in Part I of Schedule 3.

“Monthly Disclosure Report” means the monthly report to be provided by Lessee to Lessor in the form attached as Annex I.

“Mortgage” means any mortgage or similar agreement which Lessor or Owner notifies Lessee from time to time shall constitute the “Mortgage” for all purposes of this Agreement.

“Other Agreement” means other agreement between or among (a) Lessor and Lessee; (b) Lessee and Lessor’s Affiliates; (c) Lessee’s Affiliates and Lessor; and (d) each Aircraft Lease Agreement dated the date hereof between Lessee and each Other Lessor in respect of the Other Aircraft; (all of the foregoing collectively referred to as “Other Agreements” or each individually as an “Other Agreement).

“Other Aircraft” means that certain aircraft set forth as the “Other Aircraft” on Schedule 3 Part I.

“Other Lessor” means Owner Trustee in its capacity as owner trustee under each other trust agreement dated the date hereof in respect of each Other Aircraft between Owner Trustee and Trustor.

“Owner” means Lessor or such other Person as Lessor may notify Lessee in writing as being the owner of the Aircraft.

“Owner Trustee” means UMB Bank, National Association, in its individual capacity.

“Part” means whether or not installed on the Aircraft:

(a) any component, furnishing or equipment (other than a complete Engine or APU) furnished with the Aircraft on the Lease Commencement Date; and

(b) any other component, furnishing or equipment (other than a complete Engine) title to which has, or should have passed to Lessor pursuant to this Agreement;

but excludes any such items title to which has, or should have, passed to Lessee pursuant to this Agreement.

“Permitted Lien” means:

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(a) this Agreement, and any subleases entered into in accordance with this Agreement;

(b) any Lessor Lien;

(c) any lien for Taxes not assessed or, if assessed, not yet due and payable, or being contested in good faith by appropriate proceedings; and

(d) any lien of a repairer, mechanic, carrier, hangar keeper or other similar lien arising in the ordinary course of business or by operation of law in respect of obligations which are not overdue or are being contested in good faith by appropriate proceedings;

but only if (in the case of (c) and (d) above) (i) adequate resources are available to Lessee for the payment of the Taxes or obligations; and (ii) such proceedings, or the continued existence of the lien, do not give rise to any risk of the sale, forfeiture or other loss of the Aircraft or any interest therein or of criminal liability on Lessor, Owner, the Agent or any Financing Party.

“Person” means any individual, firm, partnership, joint venture, trust, corporation, company, Government Entity, association, committee, department, authority or any other entity, incorporated or unincorporated, whether having distinct legal personality or not, or any member of the same and “person” and “persons” shall be construed accordingly.

“PMA Part” means a replacement part, component or furnishing which has not been manufactured by the manufacturer of the Part it replaces.

“Previous Operator” means Alaska Airlines, Inc.

“Prior Owner Parties” means UMB Bank, N.A., Altitude Aircraft Alaska I LLC, Altitude Holdings Lux S.ÀR.L., Altitude Borrower II (WH) Designated Activity Company, Altitude Investors Designated Activity Company, Altavair L.P., Altavair Limited, Citibank, N.A., BNP Paribas and MUFG Union Bank, N.A.

“Prohibited Country” means any country to or in which the operation of an aircraft is not permitted under (a) any United Nations sanctions, (b) the U.K. Export of Goods Control Order 1994, (c) the United States Export Administration Act 1979 (as amended) and/or the Export Administration Regulations promulgated thereunder, (d) regulations administered from time to time by the Office of Foreign Assets Control of the United States Treasury Department, and (e) any similar, corresponding or successor legislation, sanctions or orders of the United Kingdom, the United States, the European Union or the United Nations.

“Redelivery Certificate” means the certificate of redelivery in the form attached as Schedule 6 to be executed by Lessor at the time the Aircraft is redelivered by Lessee at the end of the Term.

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“Redelivery Location” means the facilities of ART at Blytheville, AR, or such other location in the continental United States as the parties may agree.

“Rent” means all amounts payable pursuant to Section 6.2.

“Rent Date” means the first day of each Rental Period.

“Rental Period” means each period determined in accordance with Section 6.1.

“Replacement APU” means an auxillary power unit of the same make and model as the APU identified on the Certificate of Acceptance (or of an improved model) and suitable for use on the Airframe with a value and utility equal to or greater than the auxillary power unit engine so replaced, assuming such auxillary power unit engine so replaced was in the condition required by the Lease.

“Replacement Engine” means an engine of the same make and model as the Engines identified on the Certificate of Acceptance (or of an improved model) and suitable for use on the Airframe with a value and utility equal to or greater than the engine so replaced, assuming such engine so replaced were in the condition required by the Lease.

“Security Agreement” shall mean any security agreement or assignment, charge, pledge, guaranty, or other document or agreement other than the Mortgage creating a Lien over the Aircraft or this Agreement, or any other Transaction Documents in favor of any Financing Party, as identified in writing by Lessor or Owner, and any acknowledgments or consents to any of the foregoing.

“Sanctions” shall mean any and all laws, judgments, orders, executive orders, decrees, ordinances, rules, regulations, statutes, restrictive measures (including, for the avoidance of doubt, any Sanctions or measures relating to a particular embargo or asset freezing), case law or treaties relating to economic or trade sanctions or terrorism financing and applicable to any Lessee, Trustor Lessor, or any of their Affiliates or any of the Financing Parties or any of their Affiliates, including any sanctions administered, imposed or enforced by the U.S. government (including, without limitation, OFAC and the U.S. Department of State), Her Majesty’s Treasury of the United Kingdom, the Government of Ireland, the European Union, the United Nations Security Council and any other Governmental Authority with jurisdiction over any of the Financing Parties.

“Scheduled Expiry Date” means (i) the date following seventy-four (74) months after the Lease Commencement Date, or (ii) if Lessee has exercised the Extension Option, the date following ninety-eight (98) months after the Lease Commencement Date.

“Security Deposit” has the meaning specified in Section 6.12(c).

“Serviceable” means as the context requires, tagged as serviceable for installation with an FAA 8130-1 or EASA Form One or equivalent and in a condition suitable for installation and use in commercial operations under Air Authority and FAA regulations; and capable of immediate commercial operations under Air Authority and FAA regulations.

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“Servicer” means such Person identified as the servicer by Lessor.

“State of Incorporation” means the State of Delaware, U.S.A.

“State of Registration” means (i) the United States or, with the prior written consent of Lessor, such other state of registration in which the Aircraft is then registered and (ii) for purposes of the CTC, in respect of an aircraft, the country on the national register of which an aircraft is entered or the country of location of the common mark registering authority maintaining the aircraft register on which the Aircraft is registered.

“Subsidiary” means in relation to any company or entity, any other company or entity, a company or corporation:

(a) which is under the control, directly or indirectly, of the first mentioned company or corporation; or

(b) more than half the issued voting share capital of which is beneficially owned, directly or indirectly by the first mentioned company or corporation; or

(c) which is a Subsidiary of another Subsidiary of the first mentioned company or corporation under the laws of its jurisdiction of incorporation,

and for this purpose, a company or corporation shall be treated as being under the control of another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

“Supplemental Rent” means all payments under this Agreement (other than payments of Rent and Maintenance Rent).

“Tax Indemnitees” or “Tax Indemnitee” means each of Lessor, Owner, Servicer, Owner Trustee, and the Financing Parties to be named including, any of their respective successors and assigns; members, equity partners or shareholders, subsidiaries, and Affiliates.

“Taxes” means taxes, duties, imposts, charges, withholdings, fees and the like of all kinds and any other amount corresponding to any of the foregoing imposed by any Government Entity, together with any penalties, fines, additions to tax, surcharges or interest thereon.

“Term” means the period commencing on the Lease Commencement Date and ending at the time set forth on the Redelivery Certificate on the Expiry Date.

“Transaction Documents” means this Agreement, the Certificate of Acceptance, the FAA Lease Termination; together with each other document, instrument and certificate executed in connection with the Agreement by the parties.

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“Trust Agreement” means the Trust Agreement dated as of October 29, 2021 between Owner Trustee and Trustor in respect of the Aircraft.

“Trustor” means WWTAI AirOpCo I Bermuda Limited.

“UCC” means the Uniform Commercial Code as in effect in any applicable jurisdiction.

“United States” means the United States of America and its territories and possessions.

“US$” means the lawful currency of the United States

“VAT” has the meaning specified in Section 6.7.

1.2 Construction

(a) In this Agreement, unless the contrary intention is stated, a reference to:

(i) each of “Lessor”, “Owner”, “Lessee” or any other Person includes without prejudice to the provisions of this Agreement any successor in title to it and any permitted assignee;

(ii) words importing the plural shall include the singular and vice versa;

(iii) any document shall include that document as amended, modified, novated or supplemented;

(iv) reference to a law (1) includes any statute, decree, constitution, regulation, order, judgment or directive of any Government Entity; (2) includes any treaty, pact, compact or other agreement to which any Government Entity is a signatory or party; (3) includes any judicial or administrative interpretation or application thereof; and (4) is a reference to that provision as amended, substituted or re-enacted; and

(v) a Section or a Schedule is a reference to a Section of or a Schedule to this Agreement.

(b) The headings in this Agreement are to be ignored in construing this Agreement.

1.3 Cape Town Convention The parties hereto agree that upon execution of this Agreement (i) this Agreement will constitute an International Interest with respect to the Aircraft (including the Airframe and each Engine) identified in this Agreement, (ii) such Airframe and each such Engine constitutes an “aircraft object” (as defined in the CTC) and (iii) this Agreement constitutes an agreement for the registration of the Aircraft.

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ARTICLE 2

REPRESENTATIONS AND WARRANTIES

2.1 Lessee’s Representations and Warranties. Lessee represents and warrants to Lessor that:

(a) Status: Lessee is a legal entity duly organized and validly existing under the laws of the State of Delaware, U.S.A. and has the power and authority to own its assets and carry on its business as it is being conducted, is the holder of all necessary air transportation licenses required in connection therewith and with the use and operation of the Aircraft and is duly qualified to do business in each jurisdiction in which it does business.

(b) Power and authority: Lessee has the power and authority to enter into and perform, and has taken all necessary action to authorize the entry into, performance and delivery of, this Agreement and the transactions contemplated by this Agreement.

(c) Legal validity: this Agreement constitutes Lessee’s legal, valid and binding obligation, enforceable against Lessee in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally.

(d) Non-conflict: the entry into and performance by Lessee of, and the transactions contemplated by this Agreement do not and will not:

(i) conflict with any law, enactment, rule or regulation or any judgment, decree, authorization license or permit to which Lessee is subject; or

(ii) conflict with, or result in any breach of any of the terms of, or constitute a default under, any material agreement or other material instrument or document to which Lessee is a party or is subject or by which it or any of its property or assets is bound; or

(iii) contravene or conflict with any provision of the constitutional documents of Lessee; or

(iv) result in the creation of any Lien over any of the undertaking, properties, assets, rights or revenues of Lessee.

(e) Certificated Carrier: Lessee is a Certificated Carrier.

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(f) Authorization: (i) except for the registration of the Aircraft with the FAA in the name of Owner and noting the interest of Owner as owner, Lessee as lessee and Lessor as lessor, and the placing on the Aircraft and on each Engine of the plates containing the legends referred to in Section 9.7(e) hereof and (ii) recordation of the Agreement as an as International Interest with the International Registry, no further filing or recording of this Agreement or other document, and no further action, are necessary under the Laws of any Government Entity in order to (A) fully protect and establish Owner’s title to, interest in and property rights with respect to the Aircraft as against Lessee, or any third party and to ensure that the property rights of Owner therein will have priority in all respects over the claims of all creditors of Lessee, or (B) ensure the validity, effectiveness and enforceability of this Agreement, (ii) other than filing of a UCC-1 in respect of this Agreement which may be filed as a precautionary measure, and (iii) no filing or recording of the Agreement or any other document is required under the Laws of the State of Registration to protect and establish Owner’s title and interest in and to the Aircraft, as against Lessee or any third party to ensure the rights of Owner therein will have priority in all respects over the claims of all creditors of Lessor; in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally.

(g) Financial Statements: The audited financial statements for Lessee for the fiscal year ending December 31, 2020, together with all audited and unaudited 2021 quarterly financial statements for Lessee (in each case containing a balance sheet, statement of net income and statement of cash flows) have been prepared in accordance with GAAP and are true, correct and complete in all material respects.

(h) Licenses: Lessee holds all licenses, certificates, permits and franchises from the Air Authority or other Government Entity having jurisdiction, necessary to authorize Lessee to engage in air transport and to carry on its business as presently conducted and to be conducted with the Aircraft.

(i) Binding Obligation: The obligations expressed to be assumed by it in each Transaction Document are legal, valid, binding and enforceable obligations, subject to any general principles of law limiting its obligations which are specifically referred to in any legal opinion provided hereunder.

(j) Operations: It will, prior to operating or using the Aircraft for any purpose, including the commencement of commercial operations with the Aircraft, have all licenses and approvals required to operate, use, and commercially operate the Aircraft.

(k) No Immunity: Neither Lessee nor any of its assets is entitled to any immunity from any legal action or proceedings.

(l) Tax Return: Lessee has delivered all necessary returns and payments due to the tax authorities in the State of Incorporation, the State of Registration and the Habitual Base.

(m) No Withholding: Lessee will not be required to deduct any withholding or other Tax from any payment it may make under this Agreement or any other Transaction Document.

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(n) Obligations Pari Passu: The obligations of Lessee under this Agreement are direct, general and unconditional obligations of Lessee and rank or will rank at least pani passu with all other present and future unsecured and unsubordinated obligations (including contingent obligations) of Lessee, with the exception of such obligations as are mandatorily preferred by Law and not by reason of any encumbrance.

(o) Compliance with Laws: Lessee is in compliance with all Laws to which Lessee is subject.

(p) Sanctions: Lessee is not in violation of any Sanctions and (i) is not a Person identified on, nor does it have any affiliation of any kind with any Person identified on, (A) any “watch list” established by the United States Office of Foreign Assets Control (“OFAC”), including, without limitation, OFAC’s list of Specially Designated Nationals and Blocked Persons or (B) any “watch list” established by the United States Federal Bureau of Investigation; (ii) is not a foreign shell bank or offshore bank; and (iii) is not resident in, nor has funds that are transferred from or through, nor has operations in, any jurisdiction identified as non-cooperative by the Financial Action Task Force of the United States or sanctioned by OFAC; and (iv) is not in violation of (A) export controls, including, but not limited to, those administered or enforced by the U.S. Department of Commerce or U.S. Department of State; (B) anti-corruption laws, including but not limited to, the U.S. Foreign Corrupt Practices Act of 1977, as amended; and (C) any other law of similar effect or that relates to U.S. trade controls or anti-corruption, (collectively, and as amended from time to time, “U.S. Trade Control Laws”).

(q) Choice of Law: The choice by Lessee of the law of the State of New York to govern this Lease is valid and binding under the Laws of the State of Registration and the State of New York or such other jurisdiction in which Lessee conducts business and a court in any such jurisdiction would uphold such choice of law in a legal proceeding to enforce this Agreement brought in such court.

(r) Jurisdiction: Lessee has validly submitted to the jurisdiction of the courts of the State of New York and the federal courts for the Southern District of New York.

(s) Qualification: Neither Lessor, nor any other Indemnified Party is required to qualify for admission to do business under the Laws of the State of Registration or any state or territory thereof nor is Lessor, nor any other Indemnified Party required to take any other action which would (either alone or in connection with any other action) subject Lessor or any other Indemnified Party to liability or jurisdiction of any courts or taxing authorities in the State of Registration or any state, territory or subdivision thereof by reason of the transactions contemplated by this Agreement, including, without limitation, the enforcement of remedies thereunder.

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(t) No Default:

(i) no Default has occurred and is continuing or could reasonably be expected to result from the entry into or performance of this Agreement; and

(ii) no other event has occurred and is continuing which constitutes (or with the giving of notice, lapse of time, determination of materiality or the fulfillment of any other applicable condition or any combination of the foregoing, would constitute) a material default under any material document which is binding on Lessee or any assets of Lessee and which would have a material adverse effect on Lessee’s ability to perform its obligations under this Agreement.

(u) Litigation: no litigation, arbitration or administrative proceedings are pending or to its knowledge threatened against Lessee or its assets which, if adversely determined, individually or in the aggregate, is likely to have a material adverse effect upon its financial condition, business or operations and its ability to perform its obligations under this Agreement.

(v) Material Adverse Change: there has been no material adverse change in the consolidated financial condition of Lessee and its Affiliates or the financial condition of Lessee since the date of the financial statements referred to in Section 2.1(g).

(x) Information: the financial and other information furnished by Lessee in connection with this Agreement does not contain any untrue statement of material facts or omit to state facts, the omission of which makes the statements therein, in the light of the circumstances under which they were made, materially misleading, nor omits to disclose any material matter to Lessor and all forecasts and opinions contained therein were honestly made on reasonable grounds after due and careful inquiry by Lessee.

(y) No Broker: Lessee has not paid, agreed to pay or caused to be paid directly or indirectly in any form, any commission, percentage, contingent fee, brokerage or other similar payments of any kind, in connection with the establishment or operation of the transaction entered into pursuant to the execution of this Agreement, to any Person or entity.

2.2 Repetition. The representations and warranties in Section 2.1 will survive the execution of this Agreement. The representations and warranties contained in Section 2.1 will be deemed to be repeated by Lessee on the Lease Commencement Date and on each Rent Date with reference to the facts and circumstances then existing.

2.3 Lessor’s Representations and Warranties.

Lessor represents and warrants to Lessee that:

(a) Status: UMB Bank, N.A. is a national banking association duly established

and validly existing under the laws of the United States of America, and has the power to own its assets and carry on its business as it is now being conducted.

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(b) Power and authority: Lessor has the power to enter into and perform, and has taken all necessary action to authorize the entry into, performance and delivery of, this Agreement and the transactions contemplated by this Agreement.

(c) Legal validity: this Agreement constitutes Lessor’s legal, valid and binding obligation, enforceable against Lessor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally.

(d) Non-conflict: the entry into and performance by Lessor of, and the transactions contemplated by, this Agreement do not and will not:

(i) conflict with any laws binding on Lessor is subject; or

(ii) conflict with the constitutional documents of Lessor; or

(iii) conflict with any material document to which is binding upon Lessor or any of its assets.

(e) Authorization: No authorization, approval, consent, license or order of, or registration with, or the giving of notice to any U.S. Government Entity is required for the valid authorization, execution, delivery and performance by Lessor of this Agreement.

2.4 Repetition. The representations and warranties in Section 2.3 will survive the execution of this Agreement. The representations and warranties contained in Section 2.3 will be deemed to be repeated by Lessor on the Lease Commencement Date with reference to the facts and circumstances then existing.

ARTICLE 3

CONDITIONS PRECEDENT

3.1 Lessor Conditions Precedent. Lessor’s obligation to deliver and lease the Aircraft under this Agreement is subject to the satisfaction of each of the following conditions:

(a) receipt by Lessor and from Lessee or FAA Counsel as applicable, on or prior to the Lease Commencement Date of the following in a satisfactory form and substance to Lessor:

(i) Constitutional Documents: a certified copy of the constitutional documents of Lessee;

(ii) Resolutions: a certified copy of a resolution or written action of the board of directors of Lessee authorizing it to enter into this Agreement, together with an incumbency certificate as to the person or persons authorized to execute and deliver documents on behalf of Lessee;

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(iii) Lessee Power of Attorney: a certified copy of any power of attorney granted by Lessee authorizing a specific individual or individuals on its behalf to execute and deliver the Transaction Documents to which Lessee is a party;

(iv) Transaction Documents: a copy of each of the Transaction Documents, duly executed and, if necessary, notarized by Lessee;

(v) Filing Opinion: an opinion of FAA Counsel regarding registration and FAA and Cape Town filing matters addressed to Lessor, in form and substance satisfactory to Lessor;

(vi) Lessee Opinion: an opinion of independent counsel addressed to Lessor in form and substance satisfactory to Lessor and to the Financing Parties, confirming, among other things, that Lessee is duly organized, validly existing and in good standing, has due power and authority to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement and the transactions contemplated herein and therein, that this Agreement has been duly authorized, executed and delivered, that each such document is legal, valid and binding, that the execution and delivery of this Agreement and the performance by Lessee of the Transaction Documents to which it is a party and the transactions contemplated therein do not violate any Law applicable to it and that all consents, licenses, authorizations and approvals of the Air Authority that are required in connection with the execution, delivery and performance of this Agreement and the registration of the Aircraft in the State of Registration reflecting the interest of Owner as owner have been obtained and are in full force and effect, Lessor is entitled to the benefits of Section 1110 (“Section 1110”) of the Bankruptcy Code (11 U.S.C. §1110);

(vii) Approvals: evidence of the issue of each approval, license and consent which may be required to enable Lessee to perform its obligations under this Agreement;

(viii) Licenses: a copy of Lessee’s air transport license;

(ix) Registration: a copy of all documents enabling the Aircraft and ownership interests to be registered with the FAA, on the Lease Commencement Date in the name of Owner as owner and Lessee as lessee;

(x) Certificate: a certificate of a duly authorized officer of Lessee:

(1) setting out a specimen of each signature referred to in Section 3.1(a)(ii); and

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(2) certifying that the copy of each document specified in this Section 3.1(a)(i), (ii), and (iii) is correct, complete and in full force and effect;

(xi) Payments: all sums due to Lessor under this Agreement on or before the Lease Commencement Date;

(xii) Insurances: certificates of insurance and a letter of undertaking from Lessee’s insurance broker;

(xiii) Financial Statements: the latest available financial statements of Lessee as described in Sections 2.1(g) or 9.2(c);

(xiv) FAA Certificate: certified copy of Lessee’s current Air Operator’s Certificate issued by the FAA;

(xv) FAA Lease Termination Certificate: the FAA Lease Termination Certificate executed by Lessee, for use following the occurrence and continuation of an Event of Default or upon the cancellation, termination, or expiration of this Agreement;

(xvi) Acceptance by Process Agent: a letter from the process agent appointed by Lessee pursuant to Section 16.11(g) accepting its appointment;

(xvii) Maintenance Program: a copy of the Maintenance Program, including the Aircraft serial number in the index of the Approved Maintenance Program, certified by a duly authorised officer of Lessee to be current and valid;

(xviii) KYC: all “Know Your Customer” documents regarding Lessee, as may be requested by Lessor;

(xix) Cape Town: evidence that Lessee has established a transaction user entity account with the International Registry and confirmation from the professional user entity selected by Lessor that it has all necessary consents for Lessee to make registrations with the International Registry required by Lessor upon delivery of the Aircraft to Lessee;

(xx) General: such other documents as Lessor may reasonably request;

(b) evidence that on the Lease Commencement Date, that all filings, registrations, recordings and other actions have been or will be taken which are necessary or advisable to ensure the validity, effectiveness and enforceability of this Agreement and to protect the property rights of Lessor and each Financing Party in the Aircraft, Engines and Parts thereof.

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3.2 Further Lessor Conditions Precedent. The obligations of Lessor to deliver and lease the Aircraft under this Agreement are subject to the further conditions precedent that:

(a) the representations and warranties of Lessee under Section 2.1 are correct and would be correct if repeated on delivery of the Aircraft under this Agreement and Lessee shall have delivered to Lessor a certificate signed by an officer of Lessee to such effect; and

(b) no Default has occurred and is continuing or could reasonably be expected to result from the leasing of the Aircraft to Lessee under this Agreement.

3.3 Lessee Conditions Precedent. Lessee’s obligation to accept delivery of the Aircraft under this Agreement is subject to the following conditions precedent:

(a) Representations and Warranties: the representations and warranties of Lessor under Section 2.3 are correct and would be correct if repeated on delivery of the Aircraft under this Agreement; and

(b) Delivery Condition: the Aircraft being delivered to Lessee in the condition described on Schedule 1.

3.4 Conditions Subsequent.

If not previously provided, Lessee will within 2 Business Days of Delivery, provide Lessor with evidence that the Cape Town filings have been made as required by this Agreement.

3.5 Waiver.

(a) The conditions specified in Sections 3.1, 3.2 and 3.4 are for the sole benefit of Lessor and may be waived or deferred in whole or in part and with or without conditions by Lessor.

(b) The conditions specified in Section 3.3 are for the sole benefit of Lessee and may be waived or deferred in whole or in part and with or without conditions by Lessee.

ARTICLE 4

DELIVERY INSPECTION AND ACCEPTANCE

4.1 Delivery Inspection and Acceptance.

LESSEE COVENANTS TO LESSOR THAT LESSEE HAS USED ITS OWN JUDGMENT IN SELECTING THE AIRCRAFT AND HAS DONE SO BASED ON ITS SIZE, DESIGN AND TYPE. LESSEE ACKNOWLEDGES THAT LESSOR IS NOT A MANUFACTURER, REPAIRER OR SERVICING AGENT OF THE AIRCRAFT.

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4.2 Condition at Delivery. Lessor has advised Lessee that at Delivery the Aircraft will be in the condition set forth in Schedule 1 (“Delivery Condition”). To the extent that at Delivery there are non-substantial or minor deviations from the condition set forth in Schedule 1 which do not affect the airworthiness of the Aircraft, Lessee will nonetheless accept the Aircraft and Lessee and Lessor will adjust the return conditions of the Aircraft set forth in Schedule 5 accordingly, if necessary.

4.3 Technical Acceptance and Delivery Inspection

(a) Lessee confirms that it has prior to the date hereof inspected the Aircraft (including a full inspection of the Aircraft Documents, and reviewed a record of previously conducted MPA runs, boroscope inspections, and full systems checks with power) and that the Aircraft (including the Aircraft Documents) is satisfactory to Lessee in all respects as evidenced by Lessee’s execution and delivery of Lessee’s Technical Acceptance Certificate. At Delivery (as described in Section 5.2), Lessee may, at its cost and expense, conduct the following inspections of the Aircraft (the “Delivery Inspection”), and such Delivery Inspection, if any, will occur during the 5 day period prior to the Anticipated Delivery Date to allow Lessee to:

(i) conduct an inspection of the Aircraft Documents generated since the date of Lessee’s Technical Acceptance Certificate; and

(ii) conduct a visual, walk-around inspection of the interior and exterior of the Aircraft, which shall not include opening any panels, bays or the like, and MPA runs, boroscope inspections, and full systems checks with power, to confirm that the Aircraft is in substantially the same condition as at the date of the Technical Acceptance Certificate.

4.4 Delivery of Aircraft to Lessee. Upon tender of the Aircraft by Lessor to Lessee in the condition required by Schedule 1, Lessee will accept the Aircraft and the date of tender by Lessor to Lessee will be deemed to be the Delivery Date for all purposes under this Lease, including the commencement of Lessee’s obligation to pay Rent in accordance with the terms and conditions hereunder. However, nothing in this Lease will obligate Lessor to deliver the Aircraft to Lessee if Lessee has not complied with the conditions contained in Articles 3.1 and 3.2.

4.5 Lessee Acceptance of Aircraft. If Lessee fails to take delivery of the Aircraft when properly tendered for delivery by Lessor in the condition required hereunder, Lessee will indemnify Lessor for all reasonable costs and expenses incurred by Lessor as a result thereof.

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4.6 Loss of Aircraft. If an Event of Loss of the Aircraft occurs prior to Delivery, neither party will have any further liability to the other except that Lessor will return the Security Deposit in accordance with Section 6.12.

4.7 Delayed Delivery. In the event that the Delivery Date has not occurred by the Final Delivery Date (and such failure is not due to an act or omission of or breach of this Agreement by the party seeking to terminate) then this Agreement may be terminated by either party and neither party will have any further liability to the other except for such obligations hereunder that by their express terms are made to survive the expiration or termination of this Agreement and that Lessor will return the Security Deposit in accordance with Section 6.12.

ARTICLE 5

LEASE COMMENCEMENT

5.1 Leasing. Lessor and Lessee agree that all conditions precedent set forth in Article 3 shall be satisfied (or waived) on or prior to the acceptance of the Aircraft by Lessee pursuant to the terms of this Agreement. On the Lease Commencement Date, Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft on lease in accordance with this Agreement for the duration of the Term. Lessor will deliver and Lessee will accept the Aircraft on the Lease Commencement Date on an “as is, where is” basis at the Delivery Location. On or after the Lease Commencement Date, the Aircraft, and every Part will be in every respect at the sole risk of Lessee, who will bear all risk of loss, theft, damage or destruction to the Aircraft from any cause whatsoever

5.2 Delivery. Lessor has advised Lessee that, as of the date of this Agreement, delivery of the Aircraft is anticipated to occur on the Anticipated Delivery Date. Lessor will notify Lessee from time to time of any changes to the Anticipated Delivery Date. Provided that all conditions precedent set forth in Article 3 have been satisfied (or waived) the Aircraft will be delivered to and accepted by Lessee on the Lease Commencement Date; and on the Lease Commencement Date, to evidence the delivery Lessee shall execute and deliver to Lessor a duly completed and executed Certificate of Acceptance (the “Delivery”).

5.3 Ferry Flight. Immediately following the Delivery, Lessee will ferry or arrange a ferry flight (“Ferry Flight”) of the Aircraft at its sole cost, risk and expense, from the Delivery Location to a facility in the continental United States, or such other location designated and notified to Lessor in writing with at least five (5) days prior notice (“Ferry Location”). Lessor will be entitled to have a representative on board the Aircraft to observe the Ferry Flight. Lessor and Lessee will mutually agree and document any observations or discrepancies from the Delivery Conditions observed on the Ferry Flight, and mutually agree the rectification of any such discrepancies as soon as practicable following the Ferry Flight, with the costs of such rectification being for Lessor’s account.

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5.4 Lease Extension. At least 12 months prior to the Scheduled Expiry Date, provided that no Default or Event of Default has occurred and is continuing, Lessee may provide to Lessor irrevocable written notice of Lessee’s intention to extend the Term for one period of 24 months (the “Extension Option” and such 24-month period, the “Extension Term”). During the Extension Term, the terms and provisions of this Agreement shall continue as set forth herein, and Rent shall be payable on a monthly basis thereafter in the same manner and in the same amount as payable in month immediately prior to the commencement of the Extension Term.

ARTICLE 6

PAYMENTS

6.1 Rental Periods. The first Rental Period will commence on the Lease Commencement Date. Each subsequent payment of Rent will be due thereafter no later than the same day of the month as the Lease Commencement Date except that, if such day is not a Business Day, Rent will be due on the immediately preceding Business Day. If Delivery occurred on the 29th, 30th or 31st of the month and in any given month during the Term in which a Rent payment is due there is no such corresponding date, Rent will be payable on the last Business Day of such month.

6.2 Rent. On each Rent Date, Lessee will pay to Lessor or its order Rent in advance in the amount specified in Part 1 of Schedule 3. Payment must be initiated adequately in advance of the Rent Date to ensure that Lessor receives credit for the payment on the Rent Date. Lessee also agrees to pay to Lessor, or at Lessor’s written direction to whomsoever shall be entitled thereto, any and all Supplemental Rent promptly as the same shall become due and owing. To the extent not specified in this Lease or any related notice or invoice, Supplemental Rent shall be due and owing two (2) Business Days after Lessor’s demand for such amount.

6.3 Maintenance Rent.

(a) On or before the 15^th day of each calendar month during the Term, and on the Expiry Date (each such date, a “Maintenance Rent Payment Date”), Lessee shall pay to the Lessor the Maintenance Rent for the Flight Hours/Cycles flown during the preceding calendar month (or, on the Expiry Date, for the Flight Hours/Cycles flown during the current calendar month) in the amounts and as set forth in Part 1 of Schedule 3.

(b) Lessor will release and pay the Maintenance Rent to Lessee in accordance with the provisions of Part 2 of Schedule 3.

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(c) All Maintenance Rent paid to Lessor shall become the unencumbered property of the Lessor immediately upon its receipt thereof and Lessee shall have no right or claim to such funds except as expressly set out in this Agreement. Upon the expiration or earlier termination of this Lease for any reason whatsoever (including upon the occurrence and continuation of an Event of Default), all Maintenance Rent shall remain the property of Lessor free and clear of any claim by Lessee

(d) On each Maintenance Rent Payment Date, Lessee will pay to Lessor or its order Maintenance Rent in the amount specified in Part 1 of Schedule 3. Lessor will invoice Lessee in advance of the Maintenance Rent Payment Date based on the Monthly Disclosure Report. If Lessee fails to provide the Monthly Disclosure Report, Lessor will be entitled to invoice Lessee for Maintenance Rent based on the most recently provided Monthly Disclosure report (the “Assumed Utilization”). If the actual utilization when reported is less than the Assumed Utilization, Lessor may apply such over payment to any amounts due and owing from Lessee, including the next installment of Maintenance Rent. If the actual utilization when reported is greater than the Assumed Utilization, Lessee shall pay the shortfall in the Maintenance Rent immediately on demand.

(e) If a Maintenance Rent Payment Date falls on a non-Business Day, the Maintenance Rent payable shall be paid on the Business Day immediately preceding the Maintenance Rent Payment Date.

6.4 Payments. Unless otherwise provided herein, all payments by Lessee to Lessor under this Agreement will be made for value on the due date in Dollars and in immediately available funds by wire transfer to the Lessor’s Account or to such other account as Lessor may advise Lessee in writing from time to time.

6.5 Gross-up.

(a) All payments by Lessee under or in connection with this Agreement will be made without set off or counterclaim, and, unless required by applicable Law, free and clear of and without deduction for or on account of all Taxes (other than Indemnitee Taxes);

(b) If Taxes (other than Indemnitee Taxes) in respect of payments under this Agreement shall be for the account of and will be paid by Lessee for its own account; and

(c) If Lessee is compelled by Law to deduct or withhold from any payment any Tax (other than an Indemnitee Tax), Lessee will pay all necessary additional amounts to ensure receipt by Lessor, after deduction or withholding for such Tax, of the full amount so provided for under this Agreement.

6.6 Taxation. Lessee will on demand pay and indemnify each Tax Indemnitee against all Taxes (other than Indemnitee Taxes) levied or imposed against or upon such Tax Indemnitee, the Aircraft, the Rent, this Lease, or the transactions contemplated herein and directly or indirectly relating to or attributable to Lessee, this Agreement, or the importation, exportation, registration, ownership, leasing, subleasing, purchase, delivery, possession, use, operation, repair, maintenance, overhaul, transportation, landing, storage, presence, mortgaging or redelivery of the Aircraft or any part thereof or any rent, receipts, insurance proceeds, income or other amounts arising therefrom or payable hereunder or otherwise arising in connection with the transactions contemplated by this Agreement.

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6.7 Value Added Tax.

(a) For the purposes of this sub-Section:

(i) “VAT” means value added tax and any sales or turnover tax, imposition or levy of a like nature;

(ii) “supply” includes anything on which VAT is chargeable;

(b) Lessee will pay to Lessor the amount of any VAT chargeable in respect of any supply for VAT purposes under this Agreement; and

(c) each amount stated as payable by Lessee under this Agreement is exclusive of VAT (if any) and is accordingly to be construed as a reference to that amount plus any VAT in respect of it.

6.8 Information and Filing.

(a) If a Tax Indemnitee is required by any applicable law, or by any third party, to deliver any report or return in connection with any Taxes for which Lessee is obligated to indemnify such Indemnitee, Lessee will, at its own expense, promptly advise Lessor and the Indemnitee of such requirement and (a) to the extent permitted or required by law, complete and file in its own name such report or return in a manner satisfactory to Lessor and the Tax Indemnitee and in particular will state therein that Lessee is exclusively responsible for the use and operation of the Aircraft and for any Taxes (other than Indemnitee Taxes) arising therefrom, and Lessee will, on request supply a copy of the report or return to Lessor, (b) where such report or return is required to be in the name of or filed by such Tax Indemnitee or the Tax Indemnitee otherwise requests that such report or return be filed in its name, prepare and furnish such report or return for filing by such Tax Indemnitee in such manner as shall be satisfactory to Lessor and such Tax Indemnitee and send the same to the Lessor and such Tax Indemnitee for filing no later than fifteen (15) days prior to the due date and (c) where such return, statement or report is required under applicable law to reflect items related to and in addition to Taxes imposed on or indemnified against under this Section 6 as determined in good faith by such Tax Indemnitee, provide such Tax Indemnitee with information in a form and manner reasonably acceptable to such Tax Indemnitee within a reasonable time, sufficient to permit such report or return to be properly made and timely filed with respect thereto.

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(b) Lessor and any other Tax Indemnitee will provide such information or documents, at Lessee’s expense, that Lessee does not otherwise have as Lessee may reasonably request and which are necessary to enable Lessee to comply with its obligations under this Section 6.8. Lessor and any Tax Indemnitee shall cooperate with Lessee, at Lessee’s cost and expense, in connection with the application for any exemptions or the filing of forms or documents to reduce or eliminate the Taxes for which Lessee has indemnification obligations, provided that neither Lessor nor any other Tax Indemnitee shall be required to take any action that such Person, in good faith, determines may adversely affect it. If notice is given by any Governmental Entity or other taxing authority to Lessor or any Tax Indemnitee that a payment, report or return is required to be filed with respect to which Lessee has an indemnification obligation under this Agreement, Lessor or such Tax Indemnitee, as the case may be, shall promptly notify Lessee of such notice, payment, report and/or return.

6.9 Taxation of Indemnity Payments; Tax Savings; Tax Indemnitee Performance.

(a) If and to the extent that any sums payable to a Tax Indemnitee by Lessee under this Agreement by way of indemnity are insufficient, by reason of any Taxes payable in respect of the receipt or accrual of those sums (and after taking into account any reduction in Indemnitee Taxes realized by the Tax Indemnitee by reason of the payment on accrual of the amount for which the indemnity was paid), for the Tax Indemnitee to discharge the corresponding liability to the relevant third party (including any Government Entity in respect of Taxes), or to reimburse the Tax Indemnitee for the cost incurred by it to a third party (including to any Government Entity in respect of Taxes) Lessee will pay to the Tax Indemnitee such sum as will, after all such Taxes have been fully satisfied, leave the Tax Indemnitee with the same amount as it would have been entitled to receive in the absence of that liability together with interest on the amount of the deficit at the rate of interest stated in Section 6.10 in respect of the period commencing on the date on which the payment of such Tax is finally due until payment by Lessee (both before and after judgment);

(b) If and to the extent that any sum constituting (directly or indirectly) an indemnity to Lessor but paid by Lessee to any Person other than Lessor gives rise to any net increase in Taxes payable by Lessor (and after taking into account any reduction in Indemnitee Tax realized by the Tax Indemnitee by reason of the payment on accrual of the amount for which the indemnity was paid), Lessee will pay to Lessor such sum as will, after all such Taxes have been fully satisfied, indemnify Lessor to the same extent as it would have been indemnified in the absence of such liability together with interest on the amount payable by Lessee under this sub Section at the rate of interest stated in Section 6.10 in respect of the period commencing on the date on which the payment of such Tax is finally due until payment by Lessee (both before and after judgment); and

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(c) At the request of Lessee following any payment or indemnity hereunder, each Indemnitee and Tax Indemnitee shall use good faith in filing its tax returns and in dealing with taxing authorities (a) to seek and claim (x) any Tax benefits by reason of such payment or indemnity pursuant hereto or by reason of the imposition or payment of any Tax or Loss so paid or indemnified by Lessee pursuant hereto or (y) any refund of any Taxes so paid or indemnified by Lessee hereunder, and (b) to minimize Taxes payable or indemnifiable by the Lessee hereunder, provided that (x) no Indemnitee or Tax Indemnitee shall be required to arrange its affairs (Tax or otherwise) or claim any Tax benefit or refund if such action would be materially detrimental to such Indemnitee or Tax Indemnitee, as determined by such Tax Indemnitee or Indemnitee in good faith and (y) no Indemnitee or Tax Indemnitee shall be required to disclose to Lessee any information relating to its affairs (Tax or otherwise) or any computations in respect of Tax. If as a result of the payment or accrual of Taxes paid or indemnified by Lessee, a Tax Indemnitee shall realize any subsequent savings with respect to Indemnitee Taxes not taken into account in the computation of the amount payable by Lessee, the Tax Indemnitee shall notify Lessee that it has realized such savings and pay to Lessee within thirty (30) days of the realization of such savings an amount equal to (i) the net reduction in such Indemnitee Taxes realized by such Tax Indemnitee and (ii) the amount of any further net reduction in Indemnitee Taxes realized and recognized as a result of payments pursuant to this sentence.

6.10 Default Interest.

If Lessee fails to pay any amount payable under this Agreement on the due date therefor, Lessee will pay on demand from time to time to Lessor interest (both before and after judgment) on that amount, from the due date to the date of payment in full by Lessee to Lessor at ten (10) per cent (10%) per annum (“Default Interest”

6.11 Contest. If a claim is made against a Tax Indemnitee or Lessee for any Taxes for which Lessee is obligated to a Tax Indemnitee, or if notice is received by a Tax Indemnitee or Lessee from a Government Entity that such a claim is going to made, such Tax Indemnitee shall notify Lessee, or Lessee shall promptly notify the Tax Indemnitee, as the case may be. If requested by Lessee in writing within thirty (30) days after such notification, the Tax Indemnitee agrees, upon receipt of indemnity satisfactory to it and at the expense of Lessee (including without limitation, all costs, expenses, losses, legal and accounting fees and disbursements, penalties and interest) in good faith to contest the validity, applicability or amount of such Taxes in the forum selected by such Tax Indemnitee by (A) resisting payment thereof if practicable, or (B) if payment is made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, no Tax Indemnitee shall be required to take any action to contest a claim unless (1) Lessee provides the Tax Indemnitee, together with such written request, with an opinion of independent tax counsel reasonably satisfactory to the Tax Indemnitee both as to counsel and substance, to the effect that there is a meritorious basis for such contest, (2) such action to be taken will not result in the risk of an imposition of criminal penalties or, in Lessor’s reasonable judgment, any risk of any sale, forfeiture or loss of the Aircraft, any Engine or any Part, or any interest in any thereof, (3) no Default shall have occurred and be continuing, (4) if Lessee determines reasonably to pay such Tax and seek a refund, Lessee has advanced the amount of such Tax to make such payment, (5) the amount of the Taxes at issue exceeds US$5,000, and (6) Lessee shall have provided

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the Tax Indemnitee with a written acknowledgment of liability if and to the extent that the contest is not successful. Upon written request of Lessee and provided that the Tax Indemnitee determines in good faith that no Tax Indemnitee will be adversely affected by Lessee’s conduct of such contest, the Tax Indemnitee shall allow Lessee to prosecute such tax contest in the name of the Tax Indemnitee (or if possible in the name of Lessee) by granting an appropriate power of attorney or other authorization and such other action as is reasonably necessary, or, upon written request of Lessee, such Tax Indemnitee shall consult with Lessee, keep Lessee informed regarding the tax contest and consider in good faith the recommendations of Lessee as to the prosecution of the tax contest. If the Tax Indemnitee shall obtain a refund of all or any part of such Taxes for which Lessee has paid an indemnity hereunder or advanced funds to the Tax Indemnitee as described above, the Tax Indemnitee shall pay Lessee the amount of such refund, after deducting all out-of-pocket costs and expenses that were incurred by Lessor or Tax Indemnitee in connection therewith. If in addition to such refund an amount representing expenses, attorney’s fees or interest on the amount of such refund is received, Lessee shall be paid such expenses, attorney’s fees and that proportion of such interest which is fairly attributable to taxes, fees and other charges paid by Lessee prior to the receipt of such refund; provided, however, that no amount shall be payable under this or the preceding sentence during any period in which a Default is continuing.

6.12 Security Deposit.

(a) Lessee shall pay to Lessor a security deposit in the amount set forth on Part 1 of Schedule 3 (the “Security Deposit”).

(b) The Security Deposit will serve as security for the performance by Lessee of its obligations under this Agreement and the Other Agreements. Lessee shall not be entitled to receive any amount of interest accrued on the Security Deposit.

(c) The Security Deposit shall be non-refundable during the Term, other than as provided under Section 4.6, 4.7 and in this Section 6.12. Lessee hereby grants Lessor a continuing security interest therein and in all other sums deposited under this Section 6.12, and in all proceeds thereof. Lessor may commingle the Security Deposit with its general funds.

(d) If Lessor has exercised the set-off described in sub-Section (e) above, Lessor will provide notice thereof to Lessee, and Lessee shall within five (5) Business Days restore the Security Deposit to the level at which they stood immediately prior to any set off. Failure by Lessor to provide such notice to Lessee shall not prejudice or limit Lessor’s rights to set-off or to demand Lessee to restore the level of the Security Deposit hereunder.

(f) Provided that no Default shall have occurred and be continuing and provided that Lessee has satisfied all of its obligations that have not been waived under this Agreement (including without limitation its obligations under Section 13 hereof), the Lessor shall pay to Lessee within 30 days following the Expiry Date an amount equal to the amount of the Security Deposit (but not accrued and unpaid interest thereon, which is for the account of Lessor); provided that such amount may be used by Lessor to offset against any obligation of Lessee owing to Lessor under this Agreement or the Other Agreements on the last day of the Term.

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(g) If, prior to the Lease Commencement Date an Event of Loss occurs with respect to the Aircraft, or the Lease is terminated under Section 4.7, Lessor shall refund within 5 Business Days an amount equal to the Security Deposit if already paid to Lessor.

6.13. Absolute. On or after the Lease Commencement Date, Lessee’s obligations under this Agreement are absolute and unconditional irrespective of any contingency whatsoever including (but not limited to):

(a) any right of set-off, counterclaim, recoupment, defense or other right which either party to this Agreement may have against the other;

(b) any unavailability of the Aircraft for any reason, including, but not limited to, a requisition of the Aircraft or any prohibition or interruption of or interference with or other restriction against Lessee’s use, operation or possession of the Aircraft;

(c) any lack or invalidity of title or any other defect in title;

(d) any Event of Loss in respect of or any damage to the Aircraft;

(e) any insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceedings by or against Lessor or Lessee;

(f) any invalidity or unenforceability or lack of due authorization of, or other defect in, this Agreement; and

(g) any other cause which but for this provision would or might otherwise have the effect of terminating or in any way affecting any obligation of Lessee under this Agreement.

Nothing in this Section 6.13 shall be without prejudice to Lessee’s right to claim damages and any other relief from the courts in the event of any breach by Lessor of its obligations under this Agreement or any of the Transaction Documents.

ARTICLE 7

MANUFACTURER’S WARRANTIES

7.1 Assignment. Notwithstanding this Agreement, Lessor will remain entitled to the benefit of each warranty, express or implied, with respect to the Aircraft, any Engine or any Part so far as concerns any manufacturer, vendor, subcontractor or supplier. Provided that unless an Event of Default has occurred and is continuing, Lessor hereby authorizes

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Lessee during the Term to pursue and collect any claim and to exercise all rights of Lessor thereunder in relation to defects affecting the Aircraft, any Engine or any Part and Lessee, if such right is exercised, agrees, at its discretion, to diligently pursue any such claim which arises at its own cost. Lessor will cooperate with Lessee in pursuing such warranty claims. Lessee will notify Lessor promptly upon becoming aware of any such claim (which notice requirement can be satisfied by disclosure of such claim on the Monthly Disclosure Report).

7.2 Parts. Except to the extent Lessor otherwise agrees in a particular case, Lessee will procure that all engines, components, furnishings or equipment provided by the manufacturer, vendor, subcontractor or supplier in replacement of a defective Engine or Part pursuant to the terms of any warranty will be installed promptly by Lessee and that title thereto free of any Liens (other than Permitted Liens) vests in Lessor. On installation those items will be deemed to be an Engine or Part, as applicable.

7.3 Agreement. To the extent any warranties relating to the Aircraft are made available under an agreement between any manufacturer, vendor, subcontractor or supplier and Lessee, Lessee will take all such steps as are reasonably necessary at the end of the Term to ensure the benefit of any of those warranties which have not expired are vested in Lessor.

ARTICLE 8

LESSOR COVENANTS

8.1 Quiet Enjoyment. So long as no Default or Event of Default shall have occurred and be continuing under this Agreement, neither Lessor nor any Person lawfully claiming by or through Lessor shall interfere with Lessee’s quiet use, possession and enjoyment of the Aircraft in accordance with the terms of this Agreement during the Term.

ARTICLE 9

LESSEE’S COVENANTS

9.1 Duration. The undertakings in this Section and in Section 13 will:

(a) except as otherwise stated, be performed at the expense of Lessee; and

(b) remain in force until the return of the Aircraft to Lessor in accordance with this Agreement.

9.2 Information and Access. Lessee will:

(a) notify Lessor forthwith of the occurrence of any breach of Lessee’s obligations to insure the Aircraft under Article 10 or any Default or Event of Default;

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(b) As soon as practicable after the end of the first, second, and third quarterly fiscal periods in each fiscal year of Lessee, and in any event within forty-five (45) days thereafter, provide Lessor with duplicate copies, in English, of:

(i) a consolidated balance sheet of the Lessee as at the end of such quarter, and

(ii) consolidated statements of income and retained earnings of Lessee for such quarterly period.

(c) As soon as practicable after the end of each fiscal year, and in any event within ninety (90) days thereafter, provide Lessor with duplicate copies, in English, of:

(i) a consolidated balance sheet of Lessee as at the end of such year, and

(ii) consolidated statements of income and retained earnings of Lessee for such year, prepared in accordance with GAAP accompanied by an auditor’s report of a firm of independent certified public accountants of recognized standing in the State of Incorporation;

(d) promptly on request, provide Lessor such information in the possession or control of Lessee with respect to its operations which Lessor may from time-to-time reasonably request; provided however, that the extent of such disclosure shall be subject to any limitations imposed on Lessee pursuant to any confidentiality agreement to which Lessee is a party;

(e) promptly upon request, provide Lessor details of any actual, pending or threatened litigation, arbitration or administrative proceedings against Lessee or any of its assets, or the Aircraft, any Engine, or Part which is reasonably likely to adversely affect Lessee’s ability to perform its obligations under any Transaction Document to which it is a party;

(f) promptly after distribution, a copy of all reports and financial statements which LESSEE sends or makes generally available to its stockholders or creditors; and

(g) keep Lessor informed as to current serial numbers of the Engines and any engine installed on the Aircraft;

(h) furnish to Lessor on a calendar monthly basis no later than the 5^th day of each calendar month (the “Monthly Disclosure Due Date”) the Monthly Disclosure Report specifying (i) a calendar monthly utilization report with respect to the Airframe, Engines, and Landing Gear reflecting the Flight Hours and Cycles of operation thereof and with respect to the APU, the APU Hours of operation thereof, (ii) notification within two (2) days of the removal of any Engine, Landing Gear or APU, as to (A) the reason for such removal,

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(B) the location of such item, (C) the total accumulated Flight Hours and Cycles of such item (or total APU Hours with respect to the APU), (D) the Flight Hours and Cycles accumulated since the most recent Engine Refurbishment with respect to any Engine or the most recent Overhaul with respect to any Landing Gear, as applicable, (E) the APU Hours accumulated since the most recent overhaul with respect to the APU, and (F) the intended workscope, if applicable, (iii) information of any accident or incident with respect to any item (other than Parts) within (A) twenty-four (24) hours of the occurrence or detection of any such accident or incident if the same results in injury or death to Persons or damage to property not owned by Lessee and (B) within twenty-four (24) hours of the occurrence or detection of any such accident or incident if the same results in damage to any such item that is estimated by Lessee in good faith to exceed the Damage Notification Threshold (inclusive of labor and materials) to repair the same, (iv) at least sixty (60) days prior written notice as to the time and location of all Airframe Major Checks, (v) in all cases subject to the right of Lessor to provide a Substitute Engine (as set forth on Schedule 3 Part 3) not less than ninety (90) days prior notification of any Engine Refurbishment (which must be consented to by Lessor) with respect to any Engine, notification as to the maintenance provider of such, and the workscope intended to be accomplished, (vi) upon request of Lessor, a copy of the Approved Maintenance Program, inclusive of all revisions issued as of the date of such request, and (vii) from time to time such other information as Lessor may reasonably request;

(i) on each bi-weekly anniversary of the Delivery Date, provide Lessor with a written report of all scheduled routes for the Aircraft;

(j) on request, furnish to Lessor evidence satisfactory to Lessor that all Taxes and charges incurred by Lessee with respect to the Aircraft, including without limitation all payments due to the relevant air traffic control authorities, have been paid and discharged in full; and

(k) give Lessor not less than 60 days’ written notice as to the time and location of all MMEs;

(l) promptly notify Lessor of:

(i) any loss, theft, damage (requiring any Major Repair) or destruction to the Aircraft, any Engine or any Part, or any Major Repair to the Aircraft if the potential cost may exceed the Damage Notification Threshold; and

(ii) any claim or other occurrence likely to give rise to a claim under the Insurances (but in the case of claims under the hull all risk policy only in excess of the Damage Notification Threshold) and details, if requested by Lessor, of any negotiations with the insurance brokers over any such claim.

Lessor agrees that any information required to be disclosed pursuant to this Section 9.2 may be disclosed to Lessor by way of documenting such information on the Monthly Disclosure Report, except where a specific number of days for producing such information is specified in this Section 9.2.

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9.3 Lawful and Safe Operation. Lessee will:

(a) comply with the Law in force in any country or jurisdiction which, during the Term, is applicable to Lessee or the Aircraft or, so far as concerns the use and operation of the Aircraft or an owner or operator thereof, and take all steps to ensure that the Aircraft is not used for any illegal purpose;

(b) not use the Aircraft in any manner contrary to any recommendation of the manufacturers of the Aircraft, any Engine or any Part or any rules or regulation of the Air Authority or for any purpose for which the Aircraft is not designed or reasonably suitable;

(c) ensure that the crew and mechanics employed by it in connection with the operation and maintenance of the Aircraft have the qualifications and hold the certificates required by the Air Authority and applicable Law;

(d) use the Aircraft solely in commercial or other operations for which Lessee is duly authorized by the Air Authority and applicable Law;

(e) not use or locate the Aircraft:

(i) in violation of any applicable Law;

(ii) for any purpose for which the Aircraft was not designed or which is illegal;

(iii) for carriage of any other goods, materials or items of cargo which could reasonably be expected to cause damage to the Aircraft and which would not be adequately covered by the Insurances; or

(iv) to carry cargo or passengers not permitted by the Air Authority or the FAA;

(f) not utilize the Aircraft for purposes of training, qualifying or re-confirming the status of cockpit personnel and mechanics, except for the benefit of Lessee’s cockpit and mechanic personnel and then in such a manner so as to not discriminate against the Aircraft versus other similar type aircraft in Lessee’s fleet;

(g) not operate or locate the Aircraft in any Prohibited Country or in violation of any US Trade Controls or Sanctions;

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(h) not cause or permit the Aircraft to proceed to, or remain at, any location which is for the time being the subject of a prohibition order or any similar order or directive issued by:

(i) any Government Entity of the State of Registration or the Habitual Base; or

(ii) any Government Entity of the country in which such location is situated; or

(iii) any Government Entity having jurisdiction over Lessor, Lessee or the Aircraft;

(i) obtain and maintain in full force and effect and comply in all respects with any conditions, restrictions, impositions (if any) in connection with, any consents, approvals, certificates, licenses, permits and authorizations required for the use and operation of the Aircraft, and for the making of payments required by, and the compliance by Lessee with its other obligations under, this Agreement;

(j) throughout the Term, at Lessee’s cost (other than the out-of-pocket costs and expenses for the establishment, administration and annual fees related to the Trust Agreement, including the fees of Owner Trustee (“Owner Trust Costs”) and costs associated with FAA counsel for the initial registration of the Aircraft, which shall be for Lessor’s account) cause the Aircraft to remain registered in the State of Registration in the name of the Owner naming the Lessee as lessee or operator. Lessee shall cause (or shall cooperate with) the filing and recording of this Agreement in accordance with the applicable laws of the State of Registration and shall cause the interests of Owner and Lessor and the mortgage right of the Agent (if requested by Lessor) and the interests of the Financing Parties in the Aircraft and in the Lease to be fully registered, perfected and protected in the State of Registration, at the sole cost and expense of the Lessor. Lessee shall cause (or shall cooperate with) the registration of the possession right of Lessee in accordance with the provisions of the law of the State of Registration.

9.4 Taxes and other Outgoings. Lessee will promptly pay:

(a) all license and registration fees, Taxes (other than Indemnitee Taxes) and other amounts of any nature imposed by any Government Entity with respect to the Aircraft, including without limitation the purchase, ownership, delivery, leasing, subleasing, possession, use, operation, return, sale or other disposition of the Aircraft; and

(b) all rent, fees, charges, Taxes (other than Indemnitee Taxes) and other amounts in respect of any premises where the Aircraft, any Engine or any Part thereof is located from time to time; except to the extent that in the reasonable opinion of Lessor such payment is being contested in good faith by appropriate proceedings, in respect of which adequate resources are available to Lessee and non-payment of which does not give rise to any likelihood of the Aircraft, or any interest therein being sold, forfeited or otherwise lost or of criminal or civil liability on the part of Lessor or any Financing Party.

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9.5 Sub-Leasing.

(a) Lessee will not, without the prior written consent of Lessor (which consent may be withheld in its sole discretion), sublease or part with possession of the Aircraft, the Engines, or any Part thereof, and except that provided no Event of Default exists, Lessee may part with possession (i) with respect to the Aircraft, the Engines, or any Part to the relevant manufacturers for testing or similar purposes or to an Agreed Maintenance Performer for service, repair, maintenance or overhaul work, or alterations, modifications or additions to the extent required or permitted by this Agreement; (ii) with respect to an Engine or Part, as expressly permitted by this Agreement; provided that (A) any such sublease, if consented to, shall be subject and subordinate to this Agreement, (B) the term of such sublease shall not extend beyond the Term, (C) Lessee, at its cost and expense, shall comply with the terms of Section 9.3(i) to the extent applicable and (D) no such sublease, if consented to, shall release or otherwise affect the obligations of Lessee under this Agreement (all of which obligations of Lessee shall remain unchanged and in full force and effect). Lessee may wet lease the Aircraft pursuant to a wet lease (including without limitation Aircraft Crew Maintenance and Insurance (ACMI) and full charter agreements) so long as (i) Lessee maintains operational control of the Aircraft and the term of such wet lease or charter agreement has a duration of less than 12 months and is not capable of extending past the Term (ii) Lessee is not in Default of this Agreement; and (iii) Lessee has provided Lessor a copy of such wet lease or charter agreement in advance of the commencement thereof.

(b) Any sublease entered into pursuant to the terms hereof shall (i) be expressly subject and subordinate to this Agreement pursuant to an undertaking acceptable to the Lessor in its sole discretion, (ii) be assigned to Lessor as security for the performance by Lessee and/or the Financing Parties of its obligations hereunder and (iii) not have a term extending beyond the Term. No wet lease or relinquishment of possession of the Airframe or any Engine permitted under this Section 9.5 shall in any way discharge or diminish any of Lessee’s obligations to Lessor and the rights and interests of Owner, Lessor and the Financing Parties in and to the Aircraft, or constitute a waiver of any of Lessor’s rights and remedies hereunder. Notwithstanding any sublease, transfer or relinquishment of possession permitted under this Section 9.5, Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Agreement to the same extent as if any such sublease, transfer or relinquishment of possession had not occurred. The cost and expense of any sublease (including the reasonable costs of Owner, Lessor, its Financing Parties and any cost associated with respect to the registration, perfection and recordation of any interests of Owner, Lessor, or Financing Parties) shall be paid by Lessee.

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9.6 Inspection. Lessor and/or the Financing Parties and/or any representative of each of them designated (as applicable) may at any reasonable time, visit or inspect the Aircraft, any Engine, or any Part thereof (and Lessee’s records and books related thereto, including, without limitation, the Aircraft Documents); provided that (a) any such visit or inspection shall be at Lessor’s cost and expense (unless an Event of Default shall have occurred and be continuing, in which case such visit, inspection or survey shall be at Lessee’s cost and expense), (b) Lessor shall provide reasonable prior written notice to Lessee of the date of such visit or inspection (unless an Event of Default shall have occurred and be continuing, in which case no notice shall be required), (c) Lessor shall have no duty or liability to make, or arising out of, any such visit or inspection and (d) so long as no Event of Default shall have occurred and be continuing, Lessor shall not exercise such right so as to disrupt the permitted operations of Lessee. Lessor and/or the Financing Parties may designate a third party to conduct inspections on their behalf of the Aircraft, any Engine, or any Part thereof (and Lessee’s records and books related thereto, including, without limitation, the Aircraft Documents).

9.7 Title.

Lessee will:

(a) have no right, title, or interest, in, or to the Aircraft, except the right to possess and use it on the terms and conditions of this Agreement. Lessee shall, at the cost and expense of Lessor (except as provided in Section 9.3 (j) and in Section 16.17 where such cost and expense shall be paid by Lessee), cooperate with Lessor and undertake such acts and things Lessor may reasonably request to evidence and/or perfect Owner’s interest in the Aircraft or to protect that interest against the claims of any other person except with respect to Lessor Liens. Lessee shall, at Lessor’s sole cost and expense, do, or cause to be done, all acts and things as Lessor may reasonably require to evidence and/or perfect the security interests of the Agent and the Financing Parties in the Aircraft with (i) any relevant registry in the State of Registration and/or the state of Habitual Base of the Aircraft (and other states as appropriate given the operation of the Aircraft) and (ii) the International Registry in accordance with the provisions of the Cape Town Convention. Lessee, at its sole cost and expense (other than in respect of any interests of the Financing Parties, which shall be for Lessor’s account), shall from time to time, do or cause to be done any and all acts and things which may be required or necessary (in the opinion of Lessor, acting reasonably) to ensure that Owner, Lessor, and the Finance Parties have the full benefit of the Cape Town Convention in connection with this Agreement;

(b) not do or knowingly permit to be done or omit or knowingly permit to be omitted to be done any act or thing which impairs rights of Owner as owner and Lessor as lessor of the Aircraft or the rights of any Financing Party as mortgagee, assignee of this Agreement or the validity, enforceability or priority of the Mortgage or the Security Agreement;

(c) on all occasions when the ownership of the Aircraft, any Engine, or any Part is relevant, make clear to third parties that title is held by Owner;

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(d) not at any time (i) represent or hold out Owner, Lessor, or any Financing Party as carrying goods or passengers on the Aircraft or as being in any way connected or associated with any operation or carriage (whether for hire or reward or gratuitously) which may be undertaken by Lessee, or (ii) pledge the credit of Owner, Lessor, or any Financing Party;

(e) ensure that there is always affixed, and not removed or in any way obscured, a fireproof plate (having dimensions of not less than 10 cm. x 7 cm.) provided by Lessor in a reasonably prominent position on the Aircraft and on each Engine stating:

“This Aircraft/Engine is owned by [Owner][, is subject to a first priority Mortgage in favor of [Name of Agent] and is leased to [Lessee].”

(f) not create or permit to exist any Lien (not including Lessor Liens) upon the Aircraft, any Engine, or any Part or the Lease, and promptly discharge all obligations which may give rise to such a Lien;

(g) not do or knowingly permit any Person (not including Owner, Lessor, Agent, or any Financing Party) to do anything which may reasonably be expected to expose the Aircraft, any Engine, or any Part to penalty, forfeiture, impounding, detention, appropriation, damage or destruction or (insofar as the same relates to the operation or use of the Aircraft) Owner, Lessor, Agent, or any Financing Party to any criminal or civil liability, and without prejudice to the foregoing, if any such penalty, forfeiture, impounding, detention or appropriation, damage or destruction occurs, give Lessor notice and use best endeavors to procure the immediate release of the Aircraft, such Engine, or Part, as the case may be;

(h) not abandon the Aircraft, the Engine, or any Part;

(i) pay and discharge or cause to be paid and discharged when due and payable or make adequate provision by way of security or otherwise for all debts, damages, claims and liabilities (including, without limitation, any amounts owing to any relevant air traffic control authority) which have given or might give rise to a Lien (not including Lessor Liens) over or affecting the Aircraft, any Engine, or any Part; and

(j) not attempt, or hold itself out as having any power, to sell, lease or otherwise dispose of the Aircraft, any Engine, any or Part.

9.8 General. Lessee will:

(a) remain duly organized under the laws of the State of Incorporation with power to perform its obligations under this Agreement and will not merge or consolidate into or with any Person, or be acquired by any Person; provided, however, that such merger, consolidation or acquisition may be carried out if the Lessor shall provide its written consent in its sole discretion to such merger, consolidation or acquisition; and

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(b) ensure the Aircraft remains duly registered with the State of Registration; and

(c) ensure that no change will occur in the Habitual Base of the Aircraft without the prior written consent of Lessor.

9.9 Records. Lessee will:

(a) procure that accurate, complete and current records are kept of all flights made by, and all maintenance carried out on, the Aircraft (including in relation to each Engine and Part subsequently installed, before the installation); keep and maintain such records in the English language; keep such records in such manner as the Air Authority may from time to time require; which records will form part of the Aircraft Documents; and

(b) procure access to a revision service in respect of, and will maintain with appropriate revisions in English, all Aircraft Documents, records, logs, and other materials required by applicable laws and consistent with practices of the Air Authority and the FAA in respect of the Aircraft.

9.10 Protection and Approvals.

(a) (i) If the Aircraft is not registered with the FAA, Lessee will, at Lessee’s cost, maintain the registration of the Aircraft with the relevant Air Authority consented to in Lessor’s sole discretion (or such other jurisdiction as the Lessor in its sole discretion may agree to) reflecting the respective interests of any Financing Party, Owner and Lessor and not do or cause to be done anything which might adversely affect that registration and (ii) so long as the Aircraft is registered with the FAA or any other approved Air Authority Lessee will not do or cause to be done anything which might adversely affect the registration of the Aircraft or take any action that might affect the recordation of the interests of the Owner, Lessor or any Financing Party;

(b) Lessee will do all acts and things (including, without limitation, making any filing, recording or registration with the Air Authority or any other Government Entity) and executing and delivering all documents (including, without limitation, any amendment of this Agreement) as may be reasonably required by Lessor:

(i) upon request of the Lessor, and at Lessor’s cost, following any change or proposed change in the ownership or financing of the Aircraft or in the manner of securing the Lessor’s obligations to the Financing Parties; or

(ii) at Lessee’s cost, following any modification of the Aircraft, any Engine or any Part or the permanent replacement of any Engine or Part in accordance with this Agreement, so as to ensure that the rights of Owner as owner of the Aircraft and under this Agreement and the rights of any Financing Party under the Mortgage in respect thereof apply with the same effect as before.

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9.11 Maintenance and Repair. Lessee will:

(a) keep the Aircraft airworthy and in Serviceable condition, and otherwise in as good repair and operating condition, ordinary wear and tear excepted, as when delivered to Lessee;

(b) not change the Approved Maintenance Program or the schedule of maintenance under the Approved Maintenance Program to be inconsistent with the requirements of the Air Authority or the FAA;

(c) (i) subject to sub-Section (ii), maintain the Aircraft in accordance with the Approved Maintenance Program using Agreed Maintenance Performers and perform (at the respective intervals provided in the Approved Maintenance Program) all Major Checks;

(ii) any maintenance to be performed on the Aircraft may be performed by an Agreed Maintenance Performer pursuant to the requirements of the Approved Maintenance Program with no fleet discrimination toward the Aircraft pursuant to the terms of Section 9.11(h). All repairs and modifications and the addition, removal or replacement of equipment, systems or components will be properly documented in accordance with the rules and regulations of the Air Authority and reflected in the Aircraft Documents, including the Manufacturer’s, engine manufacturer’s and other vendor’s and manufacturer’s manuals. In addition, all repairs to the Airframe will be accomplished in accordance with the Airframe Manufacturer’s Structural Repair Manual or FAA-approved data supported by FAA Form 8100. Lessee, at its own expense, shall furnish Lessor upon return of the Aircraft and at such times during the Term as Lessor shall reasonably request, originals or copies (which may be provide via e-mail) of all records created by Lessee relating to the Aircraft; provided, however, the foregoing shall not be deemed or interpreted to diminish or expand any return provision for the Aircraft expressly set forth herein.

(d) comply with all mandatory inspection and modification requirements, airworthiness directives, and other mandatory requirements applicable to the Aircraft, any Engine or Part having a compliance date during the Term, and with respect to Airworthiness Directives, having a compliance date within the Term, and which are required by the Air Authority, and/or the FAA and/or (with regard to alert service bulletins) required by any manufacturer of the Aircraft, any Engine or Part;

(e) comply with all applicable laws and the regulations of the Air Authority and other aviation authorities with jurisdiction over Lessee or the Aircraft, any Engine or Part regardless of upon whom such requirements are imposed and which relate to the maintenance, condition, use or operation of the Aircraft or require any modification or alteration to the Aircraft, any Engine or Part;

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(f) maintain in good standing a current COA (in the appropriate category for the nature of the operations of the Aircraft) for the Aircraft issued by the Air Authority except where the Aircraft is undergoing maintenance, modification or repair required or permitted by this Agreement, and from time to time provide to Lessor a copy on request;

(g) procure promptly the replacement of any Part (not including an Engine) which has become time, cycle or calendar expired, lost, stolen, seized, confiscated, destroyed, damaged beyond repair, unserviceable or permanently rendered unfit for use with a Part that complies with Section 9.18;

(h) not discriminate against the Aircraft (as compared to the aircraft of the same type owned or operated by Lessee ) during the Term or in contemplation of the expiration or termination of this Agreement with respect to the use, operation or maintenance, other than withdrawal of the Aircraft from use and operation as is necessary to prepare the Aircraft for return to Lessor in accordance with this Agreement; provided, however, the foregoing shall not be deemed or interpreted to expand any return provision for the Aircraft expressly set forth herein; and

(i) maintain or cause to be maintained all records and logs required to be maintained by the Air Authority and the FAA, including but not limited to, full traceability back to birth on all life limited parts installed on the Engines and full traceability back to last overhaul on all other life limited parts installed on the Aircraft. All such records and logs shall be maintained in the English language or cross-referenced via an English index and in compliance with the Air Authority and FAA regulations. The records and logs to be maintained shall be in such condition at redelivery for immediate issuance of an COA by the FAA and immediate operation under FAA registration.

(j) notwithstanding anything to the contrary contained herein, any and all maintenance or repair contemplated by this Section 9.11 shall be conducted by an Agreed Maintenance Performer, and Lessor shall be entitled to have representatives present during the performance of such maintenance to observe all aspects of such performance, including, but not limited to, the workscope thereof.

9.12 Removal of Engines and Parts. Lessee will ensure that no Engine or Part installed on the Aircraft is at any time removed from the Aircraft other than:

(a) if replaced as expressly permitted by this Agreement;

(b) if the removal is of an unserviceable item and is in accordance with the Approved Maintenance Program; or

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(c) (i) for the purpose of maintaining, servicing, repairing, storing, overhauling or testing that Engine, Part or the Aircraft, as the case may be; or

(ii) for the purpose of making such modifications to the Engine or the Aircraft, as the case may be, as are permitted under this Agreement;

and then in each case only if it is reinstalled or replaced by an engine or part complying with Section 9.13 or Section 9.18 as soon as practicable and in any event no later than the earlier of thirty (30) days from its removal or the Expiry Date.

9.13 Installation of Engines and Parts. Lessee will:

(a) ensure that, except as permitted by this Agreement, no engine is installed on the Aircraft unless:

(i) in the case of an engine, it is an engine of the same model as, or an improved or advanced version of the Engine it replaces, which is in the same or better operating condition as the replaced Engine and is capable of operation on the Airframe with the other Engine thereon to the same operating specifications as the replaced engine when originally installed on the Aircraft, or is an engine provided by Lessor pursuant to Part 3 of Schedule 3;

(ii) in the case of a part, it is in as good operating condition as the Part it replaces, bears an FAA Form 8130-3 or EASA Dual Release, and is approved for use by the Air Authority and the FAA, or the respective manufacturer;

(iii) in the case of a part (not including an engine), it has become and remains the property of Owner free from any Lien and upon installation on the Aircraft will without further act be subject to this Agreement and the Mortgage;

(iv) in each case, Lessee has complete copies of its Air Authority required source and maintenance records;

(v) in the case of a Replacement Engine, Lessee shall have taken such other action as Owner, Lessor or the Agent shall reasonably request (including, without limitation, making any appropriate filings in the State of Registration and/or amending or supplementing this Agreement and/or the Mortgage) to protect the rights of Owner or the Agent in and to such engine; and

(vi) in the case of a Replacement Engine, Lessee shall have delivered to Owner, Lessor, and the Agent the documents, and shall have taken the actions specified in Section 12.2 and delivered to Owner, Lessor, and the Agent a certificate signed by an authorized officer of Lessee to the effect that each of the conditions specified in this Section 9.13 shall have been satisfied.

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(b) if no Event of Default has occurred which is continuing, be entitled to install any engine or part on the Aircraft by way of temporary replacement for an Engine or a Part notwithstanding Section 9.13(a) if:

(i) there is not available to Lessee at the time and in the place that engine or part is required to be installed on the Aircraft, a Replacement Engine or, as the case may be, part complying with the requirements of Section 9.13(a); and

(ii) it would result in an unreasonable disruption of the operation of the Aircraft and/or the business of Lessee to ground the Aircraft until a Replacement Engine or, as the case may be, part complying with Section 9.13(a) becomes available for installation on the Aircraft; and

(iii) no later than the earlier of thirty (30) days (or sixty (60) days in the case of an engine) following its installation or the Expiry Date, Lessee removes any such engine or part and replaces it with the Engine or Part replaced by it, or by a Replacement Engine or Part, as the case may be, complying with Section 9.13(a); and

(iv) Lessor agrees for the benefit of the owner or lessor of, and any Person (including but not limited to an agent or financing party) holding a security or other interest in, such engine or part, to execute a reciprocal recognition of rights letter in customary form and otherwise acceptable to Lessor, confirming that neither Lessor nor any Person claiming an interest hereunder by or through Lessor, and their respective successors and assigns, will acquire or claim any right, title or interest in an engine or part installed pursuant to Section 9.13(b) while installed on the Aircraft.

9.14 Non-installed Engines and Parts. Lessee:

(a) will ensure that any Engine or Part which is not installed on the Aircraft is, except as expressly permitted by this Agreement, properly and safely stored, and kept free from any Liens; and

(b) will notify Lessor whenever any Engine is removed from the Aircraft (such notification can be satisfied by providing such information in the Monthly Disclosure Report) and, from time to time, on written request from Lessor, procure that any Person (not including a commercial shipping company) to whom possession of an Engine is given, gives a written acknowledgement to Lessor, in form and substance reasonably satisfactory to Lessor, that it will respect the interests of the Agent as mortgagee and Lessor as owner and lessor of the Engine and will not seek to exercise any rights whatsoever in relation to it.

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9.15 Modifications.

(a) Lessee will not, and will not permit any Person to, make any Modification, except for a Modification which:

(i) is expressly permitted or required by this Agreement,

(ii) is purely cosmetic in nature (including the painting of Lessee’s insignia), or

(iii) is expected to cost no more than the Modification Threshold Amount, and is not permanent or structural in nature; or

(iv) is the Interior Configuration Modification.

(b) Lessor may review Lessee’s proposed designs, plans, engineering drawings and diagrams, and flight and maintenance manual revisions for any proposed Modification, with such documents in final form and any other documents required by Law, as a result of such Modification. All Modifications incorporated on the Aircraft will be properly documented in the Aircraft Documentation and approved by the FAA and the Air Authority. All Modifications will also be accomplished in accordance with FAA-approved data supported by an FAA Form 8110-3, FAA Form 8100-9 or FAA supplemental type certificate.

(c) Notwithstanding any other provision of this Lease, no Modification will be made which has the effect of decreasing the utility or value of the Aircraft or invalidating any warranty applicable to the Aircraft.

(d) So long as a Default has not occurred and is continuing, Lessee may remove, or permit the removal of, any temporary Modification if (i) it can be removed from the Aircraft without diminishing or impairing the value, utility, condition or airworthiness of the Aircraft and (ii) Lessee restores the Aircraft to its condition prior to such Modification.

9.16 Title to Parts and Engines.

(a) Title to all Engines and Parts installed on the Aircraft whether by way of replacement, as the result of a Modification or otherwise (except those installed pursuant to Section 9.13(b) for the period referenced) will, on installation, without further act, vest in Owner subject to this Agreement and the Mortgage free and clear of all Liens. Lessee will at its own expense take all such steps and execute, and procure the execution of, all such instruments as Lessor may require and which are necessary to ensure that title so passes to Owner according to all applicable laws. At any time when requested by Lessor, Lessee will provide evidence to Lessor’s satisfaction (including the provision, if required, to Lessor of one or more legal opinions) that title has so passed to Owner;

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(b) Lessor may require Lessee to remove any Modification for which it has not received the requisite consent, and to restore the Aircraft to its condition prior to such Modification; and

(c) Any Engine or Part at any time removed from the Aircraft will remain the property of Owner until a replacement has been made in accordance with this Agreement and until title in that replacement has passed, according to applicable laws, to Owner subject to this Agreement and the Mortgage free of any Lien, whereupon title to the replaced Engine or Part, will, provided no Default has occurred and is continuing, pass to Lessee, free of Lessor Liens.

9.17 Registration. Lessee, at its cost and expense (other than Owner Trust Costs, and other costs identified as for Lessor’s account as per Section 9.3 (j)), shall permit and maintain, as applicable, the Aircraft throughout the Term to be registered with the FAA. Lessee shall also from time to time to time take all other steps then required by Law (including the Geneva Convention or the Cape Town Convention if and as applicable) or by practice, custom or understanding or as Lessor may reasonably request to protect and perfect Lessor’s interest in the Aircraft and this Lease in the State of Registration or in any other jurisdictions in or over which Lessee may operate the Aircraft

9.18 Replacement of Parts. Lessee shall replace, at its own expense, all Parts which may from time to time become unserviceable, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever with replacement parts as set forth in this Section 9.18. Each such replacement part incorporated or installed in or attached or added to the Airframe or any Engine shall:

(a) be free and clear of all Liens;

(b) be in airworthy and as good operating condition, and have the same interchangeable modification status as, and have a value and utility at least equal to, the Part replaced (assuming it was in the condition and repair required under this Agreement);

(c) be of the same make and the same or more advanced model as the Part being replaced and, if the Part being replaced is a rotable and is an OEM Part, be manufactured by the OEM for such rotable Part (unless Lessor shall have given its prior written consent to replacement of such OEM Part with a non-OEM Part);

(d) have a current, legal and valid release certificate/airworthiness approval tag identified as FAA 8130-1 or EASA Dual Release Form 1, and Lessee has complete copies of its Air Authority and FAA required source and maintenance records; and

(e) be made subject to the Lien of any applicable financing documents to which one or more Financing Parties is a party.

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Notwithstanding any other provision herein, No PMA Part may replace a Part or be installed without the prior consent of Lessor.

So long as a substitution meets the requirements of the Maintenance Program and Air Authority and the FAA, Lessee may substitute for any Part a part that does not meet the requirements of this Section 9.18 if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as possible the noncomplying part is removed and replaced by a complying Part.

9.19 Ownership of Parts. Immediately upon any part (including Modification Parts) becoming incorporated in, installed on or attached to the Airframe or any Engine, without further act: (a) title to each part incorporated, installed or attached in accordance with Section 9.18 and which complies with the requirements of Section 9.18 shall thereupon (x) vest (with full title guarantee) in Owner, free and clear of all Liens, (y) be made subject to the Lien of any applicable financing document, and (z) and such part shall become subject to this Agreement be deemed a “Part” of such Airframe or such Engine for all purposes hereof; and (b) title to any replaced Part shall thereupon vest in Lessee, free and clear of all rights of Owner and all Lessor Liens and shall no longer be deemed a Part.

If any part which does not comply with the requirements of Section 9.18 is incorporated in, installed in or attached to the Airframe, title to such part shall not vest in Owner and title to the replaced part shall not vest in Lessee until a part complying with this Section 9.18 is incorporated, installed in or attached to the Airframe. Lessee will, at its own expense, take all such steps and execute, and procure the execution of, all such instruments as Lessor may reasonably require and which are necessary to ensure that title so passes to Owner according to all applicable Laws. At any time when requested by Lessor, Lessee will provide evidence to Lessor’s reasonable satisfaction that title has so passed to Owner. All Parts (other than Parts replaced in accordance with Section 9.18) at any time removed from the Airframe or any Engine shall remain the property of Owner, no matter where located, until such time as such Parts shall be replaced by Parts which have been incorporated or installed in or attached to the Airframe or any Engine.

ARTICLE 10

INSURANCE

10.1 Insurances. Lessee will, or will cause to, effect and maintain in full force during the Term insurances in respect of the Aircraft in form and substance satisfactory to Lessor (the “Insurances” which expression includes, where the context so admits, any relevant re-insurance(s)) through such brokers and with such insurers that meet the requirements of sub-Sections 10.1 (a) and (b) below and having such deductibles and being subject to such exclusions as may be approved by Lessor and the Agent (both acting reasonably) and as are in line with standard market practice. The Insurances will be effected either:

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(a) on a direct basis with insurers of recognized standing who normally participate in aviation insurances in the London or United States markets and led by reputable underwriter(s); and/or

(b) with a single insurer or group of insurers who effects substantial reinsurance with reinsurers who normally participate in the international aviation insurance markets and through brokers each of recognized standing for a percentage reasonably acceptable to Lessor of all risks insured (the “Reinsurances”).

10.2 Requirements. Lessor’s current requirements as to required Insurances are as specified in this Section and in Schedule 4. Lessor may from time to time, if there is a change in the generally accepted industry practice for the insurance of aircraft and airlines of the same type as the Aircraft and Lessee, and if such change means that the current Insurances are insufficient to protect Lessor’s and Owner’s interests, stipulate other requirements for the Insurances so that the scope and level of coverage is maintained in line with commercially prudent practice of lessees in general operating comparable airline operations; provided, however, in no event will the Agreed Value and Minimum Liability Coverage be decreased.

10.3 Insurance Covenants. Lessee will:

(a) ensure that all legal requirements as to insurance of the Aircraft, any Engine or any Part which may from time to time be imposed by the laws of the State of Registration or any state to, from or over which the Aircraft may be flown, in so far as they affect or concern the operation of the Aircraft, are complied with and in particular those requirements compliance with which is necessary to ensure that (i) the Aircraft is not in danger of detention or forfeiture, (ii) the Insurances remain valid and in full force and effect, and (iii) the interests of the Indemnitees in the Insurances and the Aircraft or any Part are not thereby prejudiced;

(b) not use, cause or permit the Aircraft, any Engine or any Part to be used for any purpose or in any manner not covered by the Insurances or outside any geographical limit imposed by the Insurances;

(c) comply with the terms and conditions of each policy of the Insurances and not do, consent or agree to any act or omission which:

(i) invalidates or may invalidate the Insurances; or

(ii) renders or may render void or voidable the whole or any part of any of the Insurances; or

(iii) brings any particular liability within the scope of an exclusion or exception to the Insurances;

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(d) not take out without the prior written approval of Lessor any insurance or reinsurance in respect of the Aircraft to the extent such insurance has the effect of invalidating the Insurances;

(e) commence renewal procedures at least 30 days prior to expiry of any of the Insurances and provide to Lessor certificates of insurance (and where appropriate certificates of reinsurance), and a broker’s (and any reinsurance brokers’) letter of undertaking in a form reasonably acceptable to Lessor in English, detailing the coverage and confirming the insurers’ (and any reinsurers’) agreement to the specified insurance requirements of this Agreement within 7 days after each renewal date;

(f) on written request, from time to time, provide to Lessor certificates of insurance evidencing the Insurances;

(g) on request, provide to Lessor evidence that the Insurance premiums have been paid;

(h) not make any modification or alteration to the Insurances that are adverse to the interests of any of the Indemnitees without Lessor’s prior written consent;

(i) be responsible for any deductible under the Insurances; and

(j) provide any other insurance and reinsurance related information, or assistance, in respect of the Insurances as Lessor may reasonably require and request in writing.

10.4 Failure to Insure. If Lessee fails to maintain the Insurances in compliance with this Agreement, each of the Indemnitees will be entitled but not bound (without prejudice to any other rights of Lessor under this Agreement):

(a) to pay the premiums due or to effect and maintain insurances satisfactory to it or otherwise remedy Lessee’s failure in such manner (including, without limitation to effect and maintain an “owner’s interest” policy) as it considers appropriate. Any sums so expended by it will become immediately due and payable by Lessee to Lessor together with interest thereon at the rate specified in Section 6.10, from the date of expenditure by it up to the date of reimbursement by Lessee; and

(b) at any time while such failure is continuing, to require the Aircraft to remain at any airport or at any other location approved by Lessor, until the failure is remedied to its satisfaction.

10.5 Continuing Indemnity. Lessee shall effect and to maintain insurance after the Expiry Date with respect to its liability under the indemnities in Section 11 for the lesser of (a) two (2) years and (b) the date on which the next C-Check is completed after the Expiry Date, which provides for each Indemnitee to be named as additional insured.

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Lessee’s obligation in this Section shall not be affected by Lessee ceasing to be lessee of the Aircraft and/or any of the Indemnitees ceasing to have any interest in respect of the Aircraft.

10.6. Application of Insurance Proceeds As between Lessor and Lessee:

(a) All insurance payments due in respect of the Aircraft and its operation under this Agreement will be made by the insurers in accordance with Lloyds Clause AVN67B;

(b) all insurance payments received as the result of an Event of Loss occurring during the Term will be settled jointly with Lessor and Lessee, and will be payable in Dollars to the applicable Financing Party, as sole loss payee, unless there is no Financing Party, in which case all such payments will be payable to Lessor;

(c) all insurance proceeds of any property, damage or loss to the Aircraft, any Engine or any Part occurring during the Term not constituting an Event of Loss and equal to or in excess of the Damage Notification Threshold will be paid to repairer for repairs or for replacement property in accordance with this Agreement. Insurance proceeds in amounts below the Damage Notification Threshold may be paid by the insurer directly to Lessee. Any balance remaining may be retained by Lessor;

(d) all insurance proceeds in respect of third-party liability will, except to the extent paid by the insurers to the relevant third party, be paid directly to Lessor in satisfaction of the relevant liability or to Lessee as reimbursement if Lessee shall have made such third-party payment;

(e) notwithstanding Sections 10.6(b), (c) or (d), if at the time of the payment of any such insurance proceeds a Default has occurred and is continuing, all such proceeds will be paid to Lessor to be applied toward payment of any amounts which may be or become payable by Lessee in such order as Lessor sees fit or as Lessor may elect.

ARTICLE 11

INDEMNITY

11.1 General. Lessee agrees to defend, indemnify and hold harmless the Indemnitees from and against any and all claims, proceedings, losses, liabilities, suits, judgments, costs, expenses, penalties or fines of any kind or nature (each a “Claim”):

(a) which may at any time be suffered or incurred as a result of or connected with the possession, delivery, performance, management, ownership, registration, control, maintenance, condition, service, repair, overhaul, leasing, subleasing, use, operation or return of the Aircraft, any Engine or any Part (either in the air or on the ground) whether or not the Claim may be attributable to any defect in the Aircraft, any Engine or any Part or to its design, testing or use or otherwise, and regardless of when the same arises or whether it arises out of or is attributable to any act or omission, negligent or otherwise, of any Indemnitee;

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(b) which arise out of any act or omission which invalidates or which renders voidable any of the Insurances;

(c) which may at any time be suffered or incurred as a consequence of a breach of any obligation of confidentiality owed to any Person;

but excluding any Claim against, or in relation to, a particular Indemnitee, to the extent such Claim:

(i) is covered pursuant to another indemnity provision of this Agreement, or

(ii) relates to expenses or other obligations that Lessor has expressly agreed to pay or perform under this Agreement, or

(iii) arises as a result of the willful misconduct or gross negligence of an Indemnitee, or

(iv) relates to expenses solely attributable to Lessor Liens, or

(v) is judicially determined to be attributable to acts or events which occur after the Expiry Date and return of the Aircraft to Lessor in the condition required hereunder, but in any such case only to the extent not attributable to acts or omissions of Lessee;

provided always that, subject (x) to no Event of Default having been declared and being continuing and (y) to Lessee first ensuring that Lessor is indemnified and secured to Lessor’s reasonable satisfaction against all Claims thereby incurred or to be incurred, Lessee shall be entitled to take, in the name of Lessor, such action as Lessee shall see fit (in good faith and in a commercially reasonable manner and with counsel satisfactory to Lessor) to defend or avoid any such Claims as are referred to in sub-Sections (a), (b) and (c) above, or to recover the same from any third party, provided, further, that any such action does not involve any risk of criminal or civil liability to Lessor or any risk of the sale, loss or forfeiture of the Aircraft; provided, further, that to the extent that other claims related or unrelated to the transactions contemplated hereby are part of the same proceeding involving such Claims, Lessee may assume responsibility for the control of such proceeding to the extent that the same may be and is severed from such other claims (and Lessor shall use its reasonable efforts to obtain such severance) and, if not severable, Lessee may assume joint control thereof with the Lessor; provided, further, that no such Claims shall be compromised on a basis that admits any criminal or civil violation, gross negligence, fault or willful misconduct on the part of the Lessor without the Lessor’s express written consent. Subject to Lessee providing the Insurances, the Lessor may

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participate at its own expense in any judicial proceeding controlled by the Lessee pursuant to the preceding provisions; and such participation shall not constitute a waiver of the indemnification provided in this Section. Nothing contained in this Section shall be deemed to require the Lessor to contest any Claims or to assume responsibility for or control of any judicial proceeding with respect thereto. Notwithstanding the foregoing, the Lessor shall not be required to contest any Claims, cooperate with the Lessee in the defense of any Claims or agree to the settlement of any Claims if Lessor shall expressly waive its right to indemnification with respect to such Claims under this Section.

11.2 Duration. The indemnities contained in this Agreement will continue in full force after the expiration of the Term.

ARTICLE 12

EVENTS OF LOSS

12.1 Event of Loss; Aircraft. If an Event of Loss occurs, Lessee will pay the Agreed Value to Lessor on or prior to the earlier of (i) forty-five (45) days after the date of the Event of Loss and (ii) the date of receipt of insurance proceeds in respect of that Event of Loss. Following the occurrence of an Event of Loss and until such time as the Agreed Value shall have been paid by Lessee, all of Lessee’s obligations that are still capable of performance shall continue in full force and effect. Subject to the rights of any insurers and reinsurers or other third party, upon irrevocable payment in full to Lessor of the Agreed Value and all other amounts which may be or become payable to Lessor under this Agreement, Lessor will without recourse or warranty (except as to Lessor’s Liens) and without further act, be deemed to have transferred to Lessee all of Owner’s rights to the Aircraft or any Engines or Parts not installed when the Event of Loss occurred, all on an “as is where is” basis, and will at Lessee’s expense, execute and deliver such bills of sale and other documents and instruments as Lessee may reasonably request to evidence (on the public record or otherwise) the transfer and the vesting of Owner’s rights in the Aircraft or such Engines or Parts in Lessee or Lessee’s insurer, as applicable, free and clear of all rights of Owner and Lessor Liens.

12.2 Event of Loss; 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, Lessee shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor written notice thereof and shall, within forty-five (45) days after the occurrence of such Event of Loss, convey or cause to be conveyed to Lessor, as replacement for the Engine with respect to which such Event of Loss occurred, title to a Replacement Engine. Prior to or at the time of any such conveyance, Lessee, at its own expense, will (i) furnish Lessor with a warranty (as to title) bill of sale, in form and substance reasonably satisfactory to Lessor, with respect to such Replacement Engine and (ii) furnish Lessor with a certificate of insurance establishing compliance with the insurance provisions of Section 10 hereof with respect to such replacement engine and Lessor will cause to transfer to or at the direction of Lessee without recourse, representation

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or warranty all of Owner’s right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a bill of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer free and clear of all rights of Owner and of all Lessor Liens and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an “Engine”. No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any suspension or reduction in Rent.

12.3 Requisition. If the Aircraft, Airframe, any Engine or the APU is requisitioned for use by any Government Entity, Lessee will promptly notify Lessee of such requisition. All of Lessee’s obligations hereunder will continue as if such requisition had not occurred. So long as no Default or Event of Default has occurred and is continuing, all payments received by Lessor or Lessee from such Government Entity will be paid over to or retained by Lessee. If a Default or Event of Default has occurred and is continuing, all payments received by Lessee or Lessor from such Government Entity may be used by Lessor to satisfy any obligations owing by Lessee.

ARTICLE 13

RETURN OF AIRCRAFT

13.1 Return and Airworthiness. On the Expiry Date or termination of the leasing of the Aircraft under this Agreement, Lessee will, at its expense, redeliver the Aircraft and Aircraft Documents to Lessor at the Redelivery Location in a condition complying with this Article 13 and Schedule 5.

The Aircraft shall be free and clear of all Liens will possess a current Certificate of Airworthiness issued by the FAA (although this Certificate of Airworthiness may later be replaced by an Export Certificate of Airworthiness or equivalent if requested by Lessor). In addition, even if Lessee must perform engineering, maintenance and repair work on the Aircraft beyond the requirements of Article 9, the Aircraft at return must be in the condition required in order to meet the requirements for issuance of a U.S. Standard Certificate of Airworthiness for transport category aircraft issued by the FAA in accordance with FAR Part 21 and, in addition, to meet the operating requirements of FAR Part 121 with no restrictions imposed.

13.2 Final Inspection. Not less than fifteen days prior to the Anticipated Expiry Date, or such time as may be mutually agreed the Aircraft shall be presented to Lessor and its representatives at the Redelivery Location for inspection. Such final inspection, which shall be performed completely in Lessor’s presence (“Final Inspection”) in order to verify that the condition of the Aircraft complies with this Agreement. The Final Inspection shall be a full systems functional and operational inspection of the Aircraft (and other types of reasonable inspections based upon aircraft type, age and other relevant factors) as mutually agreed with Lessee, and such inspection will be long enough to permit Lessor to:

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(a) inspect the Aircraft Documents;

(b) inspect the Aircraft and uninstalled Parts;

(c) in respect of the Engines, perform a maximum power assurance run; and video borescope;

(d) observe a Demonstration Flight which shall not exceed two hours, with as many as two representatives of Lessor as on board observers, operated by Lessee’s flight crews at Lessee’s sole cost and expense; and

(e) perform a full systems functional and operational inspection.

13.3 Non-compliance and Continuing Obligations. To the extent that, at the time of Final Inspection, the condition of the Aircraft does not comply with this Agreement, Lessee will, at its cost and expense, rectify the non-compliance and the Aircraft shall remain out of service during such period.

In the event that Lessee does not return the Aircraft to Lessor on the Expiry Date and in the condition required by this Article 13 and Schedule 5 for any reason:

i) the obligations of Lessee under this Lease will continue in full force and effect on a day-to-day basis until such return. This will not be considered a waiver of any Event of Default or any right of Lessor hereunder.

) Until such return, the Agreed Value will be an amount equal to the Agreed Value on the day the Aircraft should have been returned to Lessor pursuant to this Lease.

i) Without limiting Lessor’s rights and remedies under Article 14 and until such time as the Aircraft is redelivered to Lessor and put into the condition required by this Article 13 and Schedule 5, instead of paying the Rent specified in Section 6.2, Lessee will pay the amount of Rent in effect on the Expiry Date (multiplied by the Holdover Percentage) for each day from the scheduled Expiration Date until the Termination Date. Payment will be made upon presentation of Lessor’s invoice.

ii) Lessor may elect, in its sole and absolute discretion, to accept the return of the Aircraft prior to the Aircraft being put in the condition required by this Article 13 and Schedule 5 and thereafter have any such non-conformance corrected at such time as Lessor may deem appropriate (but within 120 days following the return of the Aircraft) and at commercial rates then charged by the Person selected

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by Lessor to perform such correction. Any expenses incurred by Lessor for such correction will be payable by Lessee within 10 days following the submission of a written statement by Lessor to Lessee, identifying the items corrected and setting forth the expense of such corrections. Lessee’s obligation to pay such amounts will survive the Termination Date.

13.4 Redelivery. Upon redelivery Lessee will provide to Lessor all documents necessary to remove the Aircraft from the Habitual Base as provided in Schedule 5 (Return Conditions). Not less than 30 days prior to the redelivery of the Aircraft (or such date as may be mutually agreed), Lessee shall give Lessor access to all logs, manuals, data and inspection, modification and overhaul records (including historical records necessary to prove LLP traceability) current and updated as applicable and compliant with Air Authority and FAA rules and regulations; provided however, records in respect of maintenance and repair performed at the end of the Term to comply with return conditions shall be made available to Lessor upon completion of such maintenance and repair.

13.5 Export and Deregistration of Aircraft. At Lessor’s request, Lessee at its cost will (i) provide an Export Certificate of Airworthiness or its equivalent from the State of Registration so that the Aircraft can be exported to the country designated by Lessor, (ii) deregister the Aircraft from the register of aircraft in the State of Registration, (iii) arrange for prompt confirmation of such deregistration to be sent by the registry in the State of Registration to the next country of registration and (iv) perform any other acts required by Lessor in connection with the foregoing; so long as such acts do not result in an increase in costs that the Lessee would otherwise incur at return or such acts would not cause in and of themselves a delay in the return of the Aircraft (unless Lessor agrees to bear such additional costs and accept the delay).

13.6 Acknowledgement. Following completion of the Final Inspection at the Redelivery Location, and Lessor’s confirmation that the Aircraft is in the redelivery condition, Lessor shall execute and deliver to Lessee a signed Redelivery Certificate in the form attached hereto as Schedule 6 confirming that Lessee has redelivered the Aircraft to Lessor in accordance with this Agreement.

13.7 Approved Maintenance Program.

(a) Prior to the expiration of the Term and upon Lessor’s request, Lessee will provide Lessor or its agent access, subject to a reasonable prior notice, to the Approved Maintenance Program and the Aircraft Documents in order to facilitate the Aircraft’s integration into any subsequent operator’s fleet.

(b) Lessee will, if requested by Lessor to do so, upon return of the Aircraft deliver to Lessor a certified true current and complete copy of the time limited manuals and such other portions of the Approved Maintenance Program as may be reasonably requested by Lessor. Lessor agrees that it will not disclose the contents of the Approved Maintenance Program to any Person or entity except to the extent necessary to monitor Lessee’s compliance with this Agreement and/or to bridge the maintenance program for the Aircraft from the Approved Maintenance Program to another program after the Expiry Date.

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13.8 Fuel. Upon redelivery of the Aircraft to Lessor, the amount of fuel in the fuel tanks of the Aircraft will be the same as that in the fuel tanks of the Aircraft on the Lease Commencement Date.

13.9 Engines, APU and Landing Gear. The Aircraft will be returned with Lessor’s Engines, APU and Landing Gear installed and with the same equipment as at Delivery, subject only to those replacements, additions and Modifications permitted under this Lease.

ARTICLE 14

DEFAULT AND EARLY TERMINATION

14.1 Events. Each of the following events will constitute an Event of Default and a repudiation of this Agreement by Lessee:

(a) Non-payment: Lessee fails to make any payment of (i) Rent or Maintenance Rent when due, or (ii) any Supplemental Rent within five (5) calendar days after receipt by Lessee of written notice from Lessor that any such amount is due; or

(b) Insurance: Lessee fails to comply with any provision of Section 10 or any insurance required to be maintained under this Agreement is cancelled or terminated or notice of cancellation is given in respect of any such insurance; or

(c) Breach: Lessee fails to comply with any other provision of any Transaction Document and, if such failure is in the reasonable opinion of Lessor capable of remedy, the failure continues for fifteen (15) calendar days after notice from Lessor to Lessee; or

(d) Representation: any representation or warranty made (or deemed to be repeated) by Lessee in or pursuant to any Transaction Document to which it is a party or in any document or certificate or statement is or proves to have been incorrect in any respect when made or deemed to be repeated; or

(e) Approvals: Any consent, authorization, license, certificate or approval of or registration required to enable Lessee to perform its ability to operate the Aircraft in accordance with the provisions of this Agreement is withheld, or is revoked, suspended, cancelled, withdrawn, terminated or not renewed, or otherwise ceases to be in full force; or

(f) Insolvent:

(i) Lessee is, or is deemed for the purposes of any Law to be, unable to pay its debts as they fall due or to be insolvent, or admits inability to pay its debts as they fall due; or

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(ii) Lessee suspends making payments on all or any class of its debts or announces an intention to do so, or a moratorium is declared in respect of any of its indebtedness; or

(g) Liquidation and Similar Proceedings:

(i) a meeting of the shareholders or directors of Lessee is convened to consider a resolution to present an application for an administration order or any such resolution is passed; or

(ii) any step (including petition proposal or convening a meeting) is taken with a view to a composition, assignment or arrangement with any creditors of, or the rehabilitation, administration, custodianship, liquidation, or dissolution of Lessee or any other insolvency proceedings involving Lessee; or

(iii) any order is made or resolution passed for any such composition, assignment, arrangement, rehabilitation, administration, custodianship, liquidation, dissolution or insolvency proceedings of Lessee becomes subject to or enters into any of the foregoing; or

(iv) any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrator, examiner or the like is appointed in respect of Lessee or any of their assets; or

(v) notwithstanding the foregoing, none of the following shall be considered an Event of Default for purposes of this Agreement:

(1) any step or action described above in sub-Section (i) through (iv) and which is or are (1) commenced or taken by any Person (other than Lessee), (2) being contested in good faith and by appropriate proceedings by Lessee, and (3) discharged or stayed within sixty (60) days of the presentation or commencement thereof; and

(2) any step or action described above in sub-Section (i) through (iv) which has been previously approved by Lessor; or

(h) Receiver:

(i) an administrative or other receiver or manager is appointed in respect of Lessee any part of their assets; or

(ii) Lessee requests any Person to appoint such a receiver or manager; or

(iii) any other steps are taken to enforce any security interest over all or any material part of the assets of Lessee; or

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(iv) any attachment, sequestration, distress or execution affects any material assets of Lessee and is not discharged within sixty (60) days; or

(i) Other Jurisdiction: there occurs in relation to Lessee any event anywhere, in the reasonable opinion of Lessor, which has substantially the same effect as any of those mentioned in Section 14.1(f), (g) or (h); or

(j) Suspension of Business: Lessee suspends or ceases or threatens to suspend or cease to carry on all or a substantial part of its business; or

(k) Disposal: Lessee disposes or threatens to dispose of all or a material part of its assets, whether by one or a series of transactions, related or not, without the prior written consent of Lessor; or

(l) Rights: the existence, validity, enforceability or priority of the rights of Lessor as owner and as lessor in respect of the Aircraft or the rights of any Financing Party as mortgagee are challenged in a court action by Lessee or any other Person claiming by or through Lessee; or

(m) Delivery: Lessee fails to accept delivery of the Aircraft when validly tendered pursuant to this Agreement by Lessor (provided that Lessor shall have satisfied all the conditions precedent set out in Section 3.3 to the extent they have not been waived or deferred by Lessee); or

(n) Repudiation: Lessee expressly repudiates in writing any of its obligations under the Transaction Documents; or

(o) Cross Default: An Event of Default shall have occurred and be continuing under an Other Agreement, or Lessee shall default in the payment of any obligation for the payment of borrowed money, for the payment of rent or hire under any lease of aircraft or engines which has a principal amount of Five Hundred Thousand Dollars (US$500,000) or more (determined in the case of borrowed money by the amount outstanding under the agreement pursuant to which such borrowed money was borrowed and in the case of a lease by the present discounted value (discounted at 3%) of the remaining rent or hire payable thereunder) when the same becomes due; or Lessee shall default in the performance of any other term, agreement or condition contained in any material agreement or instrument under or by which any such obligation is created, evidenced or secured; or

(p) Cross-Judgment: A final judgment or award for the payment of money not covered by insurance in excess of Five Hundred Thousand Dollars (US$500,000), or final judgments or awards for the payment of money not covered by insurance in excess of Five Hundred Thousand Dollars (US$500,000) in the aggregate, shall be rendered against Lessee and the same shall remain undischarged for a period of sixty (60) days during which (i) execution thereof shall not be effectively stayed by agreement of the parties involved, or stayed by court order or the pendency of an appeal, or (ii) execution thereof shall not be adequately bonded, or (iii) attachments or other Liens, except for Permitted Liens, shall be asserted against Lessee’s interest in the Aircraft or this Lease;

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(q) Certificated Air Carrier. Lessee ceases to be a Certificated Carrier;

(r) Sanctions. Lessee is in violation of any Sanctions;

(s) Illegality. It becomes unlawful for Lessee to perform any of its material obligations under the Transaction Documents, or any of the Operative Documents becomes wholly or partly invalid or unenforceable.

14.2 Rights. If an Event of Default occurs, Lessor may at its option (and without prejudice to any of its other rights under this Agreement), at any time thereafter:

(a) by notice to Lessee and with immediate effect terminate the leasing of the Aircraft (but without prejudice to the continuing obligations of Lessee under this Agreement) whereupon all rights of Lessee under this Agreement shall cease; and/or

(b) proceed by appropriate court action or actions to enforce performance of this Agreement or to recover damages for the breach of this Agreement; and/or

(c) either take possession of the Aircraft, for which purpose Lessor may enter any premises belonging to or in the occupation of or under the control of Lessee where the Aircraft may be located, or cause the Aircraft to be redelivered to Lessor at the Redelivery Location (or such other location as Lessor may require) by serving notice, require Lessee to redeliver the Aircraft to Lessor at the Redelivery Location (or such other location in North America as Lessor may require); and Lessor is hereby irrevocably by way of security for Lessee’s obligations under this Agreement appointed attorney for Lessee in causing the redelivery or in directing the pilots of Lessee or other pilots to fly the Aircraft to that airport and will have all the powers and authorizations necessary for taking that action; or

(d) for Lessee’s account, do anything that may reasonably be required to cure any default and recover from Lessee all reasonable costs, including legal fees and expenses incurred in doing so and Default Interest; or

(e) apply all or any portion of the Security Deposit and any other Supplemental Rent held by Lessor to any amounts due; or

(f) if applicable, Lessor may exercise any other remedy which may be available to it as secured party under the Cape Town Agreements, including, without limitation, all rights and remedies under Chapter III of the Cape Town Convention and Chapter II of the Cape Town Aircraft Protocol.

14.3 Deregistration. If an Event of Default occurs, Lessor may sell or otherwise deal with the Aircraft as if this Agreement had never been made and Lessee will at the request of Lessor take all steps necessary to effect (if applicable) deregistration of the Aircraft and its export from the country where the Aircraft is for the time being situated and any other steps necessary to enable the Aircraft to be redelivered to Lessor in accordance with this Agreement; Lessee hereby irrevocably and by way of security for its obligations under this Agreement appoints Lessor as its attorney to execute and deliver any documentation and to do any act or thing required in connection with the foregoing, acting reasonably.

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14.4 Default Payments. If a Default occurs, Lessee will indemnify Lessor on demand against any loss (including loss of profit), damage, expense, cost or liability which Lessor may sustain or incur directly or indirectly as a result including but not limited to:

(a) any loss of profit suffered by Lessor because of Lessor’s inability to place the Aircraft on lease with another lessee on terms as favorable to Lessor as this Agreement or because whatever use, if any, to which Lessor is able to put the Aircraft upon its return to Lessor, or the funds arising upon a sale or other disposal of the Aircraft, is not as profitable to Lessor as this Agreement;

(b) all amounts which are then due and unpaid hereunder and which become due prior to the earlier of Lessor’s recovery of possession of the Aircraft or Lessee making an effective tender thereof;

(c) any amount of principal, interest, fees or other sums whatsoever paid or payable on account of funds borrowed in order to carry any unpaid amount;

(d) any loss, premium, penalty or expense which may be incurred in repaying funds raised to finance the Aircraft or in unwinding any swap, forward interest rate agreement or other financial instrument relating in whole or in part to Lessor’s financing of the Aircraft; and

(e) any loss, cost, expense or liability sustained or incurred by Lessor owing to Lessee’s failure to redeliver the Aircraft on that date, at the place and in the condition required by this Agreement;

(f) all costs associated with Lessor’s exercise of its remedies hereunder, including repossession costs, legal fees, Aircraft storage costs, Aircraft re-lease or sale costs and Lessor’s internal costs and expenses (including the cost of personnel time calculated based upon the compensation paid to the individuals involved on an annual basis and a general Lessor overhead allocation; and

(g) the application of all amounts paid to Lessor as Security Deposit pursuant to this Lease, as well as any other amounts held by Lessor hereunder, all of which may be kept and set off by Lessor.

ARTICLE 15

ASSIGNMENT

15.1 Lessee Assignment. Lessee will not transfer, assign, or create or permit to exist any security interest (not including Permitted Liens) over, any of its rights under this Agreement or the Aircraft without the prior written consent of Lessor and the Agent (which consent may be granted or withheld in the sole discretion of Lessor, and the Agent).

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15.2 Lessor Assignment. Lessor may assign, at its cost and expense (unless an Event of Default shall have occurred and be continuing, in which case such assignment shall be at Lessee’s cost and expense), all or any of its rights under this Agreement and in the Aircraft.

15.3 Lessee Cooperation. If Lessor desires to effect a transfer of its rights and obligations under this Agreement or in and to the Aircraft, Lessee agrees to cooperate and take all such steps as Lessor may reasonably request to give the transferee the benefit of this Agreement; provided that Lessor shall reimburse Lessee for reasonable out of pocket expenses and the professional charges of lawyers and tax advisers incurred in connection therewith.

ARTICLE 16

MISCELLANEOUS

16.1 Waivers, Remedies Cumulative. The rights of Lessor under this Agreement:

(a) may be exercised as often as necessary;

(b) are cumulative and not exclusive of its rights under any law; and

(c) may be waived only in writing and specifically.

Delay in exercising or non-exercise of any such right will not constitute a waiver of that right.

16.2 Delegation. Lessor may delegate to any suitably qualified Person or Persons all or any of the trusts, powers or discretions vested in it by these presents and any such delegation may be made upon such terms and conditions and subject to such regulations (including power to sub-delegate) as Lessor in its absolute discretion thinks fit.

16.3 Certificates. Except where expressly provided in this Agreement, any certificate or determination by Lessor as to any rate of interest or as to any other amount payable under this Agreement will, in the absence of manifest error, be conclusive and binding on Lessee.

16.4 Appropriation. If any sum paid or recovered in respect of the liabilities of Lessee under this Agreement is less than the amount then due, Lessor may apply that sum to amounts due under this Agreement in such proportions and order and generally in such manner as Lessor may determine.

16.5 Currency Indemnity.

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(a) If Lessor receives an amount in respect of Lessee’s liability under this Agreement or if such liability is converted into a claim, proof, judgment or order in a currency other than the currency (the “Contractual Currency”) in which the amount is expressed to be payable under this Agreement:

(i) Lessee will indemnify Lessor as an independent obligation against any loss arising out of or as a result of such conversion;

(ii) if the amount received by Lessor, when converted into the Contractual Currency (at the market rate at which Lessor is able on the relevant date to purchase the Contractual Currency in London or at its option New York with that other currency) is less than the amount owed in the Contractual Currency, Lessee will, forthwith on demand, pay to Lessor an amount in the Contractual Currency equal to the deficit; and

(iii) Lessee will pay to Lessor on demand any exchange costs and Taxes payable in connection with the conversion; and

(b) Lessee waives any right it may have in any jurisdiction to pay any amount under this Agreement in a currency other than that in which it is expressed to be payable.

16.6. Set-off. Lessor may set off any matured obligation owed by Lessee under this Agreement or under any other agreement between Lessor (or any affiliate or associate of Lessor) and Lessee against any mature obligation owed by Lessor to Lessee, regardless of the place of payment or currency. If the obligations are in different currencies, Lessor may convert either obligation at the market rate of exchange available in London or at its option New York for the purpose of the set-off. If an obligation is unascertained or unliquidated, Lessor may in good faith estimate that obligation and set off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained or liquidated. Lessor will not be obliged to pay any amounts to Lessee under this Agreement so long as any sums which are then due from Lessee under this Agreement remain unpaid and any such amounts which would otherwise be due will fall due only if and when Lessee has paid all such sums except to the extent Lessor otherwise agrees or sets off such amounts against such payment pursuant to the foregoing.

16.7 Severability. If a provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that will not affect:

(a) the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or

(b) the legality, validity or enforceability in any other jurisdiction of that or any other provision of this Agreement.

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16.8 Remedy. If Lessee fails to comply with any provision of this Agreement, Lessor may, after giving any required notice and the passage of any applicable cure right hereunder, without being in any way obliged to do so or responsible for so doing and without prejudice to the ability of Lessor to treat the non-compliance as a Default or an Event of Default, effect compliance on behalf of Lessee, whereupon Lessee shall become liable to pay immediately any sums expended by Lessor together with all costs and expenses (including legal costs) in connection therewith.

16.9 Time of Essence. The time stipulated in this Agreement for all payments payable by Lessee to Lessor and for the performance of Lessee’s other obligations under this Agreement will be of the essence of this Agreement.

16.10 Notices. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid) to the addresses set forth below. Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section 16.10

If to Lessor:	If to Lessee:
UMB Bank, N.A. 6440 S. Millrock Drive, Suite 400 Attention: Corporate Trust Dept. Salt Lake City, UT 84121 E-mail: corptrustutah@umb.com With an email copy to: FIG LLC 1345 Avenue of the Americas, 46th Floor New York, NY 10105 Fax: (212) 798-6070 Attention: Aviation Group email: aviation@fortress.com	Global Crossing Airlines, Inc. Edward J. Wegel, CEO Bldg 5A Miami Intl Airport 4200 N.W. 36th Street Miami, Florida 33152 E-mail: ryan.goepel@globalxair.com ed.wegel@globalxair.com With an email copy to: Law Offices Ronald T. Bevans, Jr. P.A. 1221 Brickell Avenue Suite 2660 Miami, Florida 33131 Attn: Ronald T. Bevans, Jr. Fax (305) 374-9869 Tele (305) 374-7535 rtbevans@bevanslaw.com

16.11 Law and Jurisdiction.

(a) Lessor and Lessee agree that this Agreement is governed by, and construed in accordance with, the Governing Law;

(b) Lessor and Lessee agree, to the extent permitted by the Governing Law, that no right of remedy granted solely by reason of Article 2A of the UCC shall be available to Lessor or Lessee as against each other unless expressly set forth in this Lease.

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(c) For the benefit of Lessor, Lessee agrees that the state courts of, and Federal District Court for, the State of New York shall have non-exclusive jurisdiction to settle any disputes in connection with this Agreement and submits to the jurisdiction of such courts in connection with this Agreement;

(d) Lessee:

(i) waives objection to the state courts of, and Federal District Court for, the State of New York on grounds of inconvenient forum or otherwise as regards proceedings in connection with this Agreement;

(ii) agrees that a judgment or order of such courts in connection with this Agreement shall be conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction;

(e) Nothing in this Section limits the right of Lessor to bring proceedings against Lessee in connection with this Agreement:

(i) in any other court of competent jurisdiction; or

(ii) concurrently in more than one jurisdiction;

(f) Lessee irrevocably and unconditionally:

(iii) agrees that if Lessor brings legal proceedings against it or its assets in relation to this Agreement, no immunity from such legal proceedings (which will be deemed to include without limitation, suit, attachment prior to judgment, other attachment, the obtaining of judgment, execution or other enforcement) will be claimed by or on behalf of itself or with respect to its assets;

(iv) waives any such right of immunity which it or its assets now has or may in the future acquire;

(v) consents generally in respect of any such proceedings to the giving of any relief or the issue of any process in connection with such proceedings including, without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such proceedings.

(f) Lessee appoints Cogency Global Inc. located at 10 E. 40th Street, 10th Floor, New York, NY 10016 as its process agent to be served with court documents relating to this Agreement. Lessee must maintain a valid agent for receipt of process in New York from the date of this Agreement until the Expiry Date and may not change the agent’s identity without giving prior notice to Lessor. Lessee agrees that if its process agent does not notify it about any court documents served on it, this will not affect the proceedings concerned, and agrees that court documents can be served on it by posting or hand delivering a copy to its process agent at the address above.

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16.12 Sole and Entire Agreement. This Agreement is the sole and entire agreement between Lessor and Lessee in relation to the leasing of the Aircraft, and supersedes all previous agreements in relation to that leasing.

16.13 Indemnities. All rights granted to each Indemnitee under this Agreement (other than Lessor) are given to Lessor on behalf of such Indemnitee and such Indemnitees are third party beneficiaries of such rights.

16.14 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. To the extent, if any, that this Agreement constitutes chattel paper (as such term is defined in the Uniform Commercial Code as in effect in any jurisdiction), no security interest in this Agreement may be perfected through the transfer or possession of any counterpart other than the original counterpart, which shall be identified as the counterpart containing the receipt therefor executed by Lessor on the signature page hereof.

16.15 Language. All notices to be given under this Agreement will be in English. All documents delivered to Lessor pursuant to this Agreement will be in English, or if not in English, will be accompanied by a certified English translation. If there is any inconsistency between the English version of this Agreement and any version in any other language, the English version will prevail.

16.16 Brokers. Each party agrees to indemnify and hold the other harmless from and against any and all claims, suits, damages, costs and expenses (including, but not limited to, reasonable attorneys’ fees) asserted by any agent, broker or other third party for any commission or compensation of any nature whatsoever based upon the lease of the Aircraft, if such claim, suit, damage, cost or expense arises out of any action or alleged action by the indemnifying party, its employees or agents.

16.17 Expenses. Whether or not the transactions contemplated hereby are consummated, each of Lessor and Lessee shall bear and be responsible for its own costs and expenses incurred in connection with the negotiation, preparation, execution and delivery of this Agreement, and any other agreements, documents and instruments relating hereto and neither Lessor nor Lessee shall have any right of reimbursement or indemnity for such costs and expenses as against each other. Lessor shall be responsible for the out of pocket fees and expenses in connection with the initial registration of the Aircraft (including the Owner Trust Costs) with the FAA, and the opinion of FAA Counsel to be rendered pursuant to Section 3.1(a)(v) and (vi).

16.18 Cape Town Convention Prevails. Except to the extent expressly otherwise provided herein, any terms of this Agreement which expressly incorporate any provisions of the Cape Town Agreements shall prevail in the case of any conflict with any other provision contained herein. Each of the Parties hereto acknowledges and agrees that for purposes of the Cape Town Agreements separate rights may exist with respect to the Airframe and the Engines.

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16.19 Confidentiality. The terms and conditions of this Agreement and the Transaction Documents and all transactions, writings, discussions, and negotiations in connection with it (including, without limitation, the fact that discussions and negotiations have been conducted by the parties), shall remain strictly confidential and shall not be disclosed by either party without the prior written consent of the other party, except as required by law or for either party and its professional advisors to carry out the terms of this Agreement and the Transaction Documents; and in connection with Lessor’s financing or potential sale of the Aircraft or assignment of this Lease.

16.20 Owner Trustee. The Owner Trustee is entering into this Agreement solely in its capacity as Owner Trustee under the Trust Agreement and not in its individual capacity (except as expressly provided in the Trust Agreement) and, except as expressly provided in the Trust Agreement, in no case shall Owner Trustee (or any entity acting as successor Owner Trustee under the Trust Agreement) be personally liable for or on account of any of the statements, representations, warranties, covenants or obligations stated to be those of Lessor under this Agreement; provided, however, that Owner Trustee (or any such successor Owner Trustee) shall be personally liable under this Agreement for its own gross negligence, its own simple negligence in the handling of funds, if any, actually received by it in accordance with the terms of this Agreement, its willful misconduct and its breach of its covenants, representations and warranties in the Trust Agreement to the extent covenanted or made in its individual capacity, or as otherwise expressly provided.

16.21 True Lease. This Agreement is intended, for all purposes, including, without limitation, United States federal and state income tax purposes and purposes of any bankruptcy or insolvency Law of any jurisdiction, to be a true lease and not a security agreement. Nothing contained herein shall be construed as conveying to Lessee any right, title or interest in the Aircraft, the Airframe or any Engine, except as a lessee only. In circumstances where more than one construction of the terms and conditions of this Agreement is possible, a construction which would support the characterization of this Agreement as a true lease shall control over any construction which would not support such characterization or would render it doubtful.

ARTICLE 17

DISCLAIMERS AND WAIVERS

17.1 Exclusion. THE AIRCRAFT SHALL BE DELIVERED “AS IS, WHERE IS” AND UPON ACCEPTANCE BY LESSEE, LESSEE AGREES AND ACKNOWLEDGES THAT, SAVE AS EXPRESSLY STATED IN THIS AGREEMENT, LESSOR WILL HAVE NO LIABILITY IN RELATION TO, AND LESSOR HAS NOT AND WILL NOT BE DEEMED TO HAVE MADE OR GIVEN, ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO, THE AIRCRAFT, INCLUDING BUT NOT LIMITED TO:

(a) THE DESCRIPTION, AIRWORTHINESS, MERCHANTABILITY, FITNESS FOR ANY USE OR PURPOSE, VALUE, CONDITION, OR DESIGN, OF THE AIRCRAFT OR ANY PART; OR

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(b) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM LESSOR’S NEGLIGENCE, ACTUAL OR IMPUTED; OR

(c) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO THE AIRCRAFT, FOR ANY LIABILITY OF LESSEE TO ANY THIRD PARTY, OR FOR ANY OTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

17.2 Waiver. LESSEE HEREBY WAIVES ALL ITS RIGHTS IN RESPECT OF ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, ON THE PART OF LESSOR AND ANY INDEMNITEE AND ALL CLAIMS AGAINST LESSOR OR ANY INDEMNITEE HOWSOEVER AND WHENEVER ARISING AT ANY TIME IN RESPECT OF OR OUT OF THE OPERATION OR PERFORMANCE OF THE AIRCRAFT OR THIS AGREEMENT EXCEPT TO THE EXTENT EXPRESSLY SET OUT IN THIS AGREEMENT.

17.3 Consequential Damages. NEITHER LESSOR NOR ANY INDEMNIFIED PARTY WILL HAVE ANY OBLIGATION OR LIABILITY FOR LOSS OR DAMAGE TO THE AIRCRAFT, FOR ANY LIABILITY OF LESSEE TO ANY THIRD PARTY, OR FOR ANY OTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH ARE HEREBY DISCLAIMED BY LESSEE.

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IN WITNESS WHEREOF the parties hereto have executed this Agreement on the date shown at the beginning of this Agreement.

Lessor:
UMB BANK, NATIONAL ASSOCIATION, not in its individual capacity but, solely as owner trustee
By	/s/ Dain W. Brown
	Name: Dain W. Brown
	Title: Senior Vice President
Lessee:
GLOBAL CROSSING AIRLINES, INC.
By
	Name:
	Title:

Signature Page

ALA MSN 2851 – Global Crossing Airlines

IN WITNESS WHEREOF the parties hereto have executed this Agreement on the date shown at the beginning of this Agreement.

Lessor:
UMB BANK, NATIONAL ASSOCIATION, not in its individual capacity but, solely as owner trustee
By
	Name:
	Title:
Lessee:
GLOBAL CROSSING AIRLINES, INC.
By
	Name:
	Title:

Signature Page

ALA MSN 2851 – Global Crossing Airlines

ANNEX I

FORM OF MONTHLY DISCLOSURE REPORT

To: WWTAI AIROPCO I BERMUDA LTD.

Attention: Technical Department

Date: [ • ]

Aircraft Lease Agreement (the “Lease Agreement”) dated                      , 2021 between UMB Bank, National Association, not in its individual capacity but solely as owner trustee, as lessor, and Global Crossing Airlines, Inc., as lessee relating to one Airbus A320-214 Aircraft, MSN 2851 (the “Aircraft”)

Terms used in this Report have the meanings given to them in the Lease Agreement.

We confirm that during the period from • to • (the “Period”) or, as the context may require, as of the last day of the Period the following information was true with respect to the Aircraft:

1. Engines

1.1 Engine s/n                 :

(a) If removed from Airframe during Period:

(i) Date [ • ]

(ii) Reason [ • ]

(b) Location (i.e. aircraft on which installed if not the Aircraft): [ • ]

(c) Hours since New: [ • ]

(d) Cycles since New: [ • ]

(e) Engine Hours accumulated during Period: [ • ]

(f) Cycles accumulated during Period: [ • ]

(g) Module changes: [ • ]

(h) Average derate during Period: [ • ]

1.2 Engine s/n                     :

(i) If removed from Airframe during Period:

(i) Date [ • ]

(ii) Reason [ • ]

ALA MSN 2851 – Global Crossing Airlines

Annex I-1

(j) Location (i.e. aircraft on which installed if not the Aircraft): [ • ]

(k) Hours since New: [ • ]

(l) Cycles since New: [ • ]

(m) Engine Hours accumulated during Period: [ • ]

(n) Cycles accumulated during Period: [ • ]

(o) Module changes: [ • ]

(p) Average derate during Period: [ • ]

2. APU s/n                     :

(a) Total APU Hours since new: [ • ]

(b) APU Hours accumulated during Period:

(c) Location (if removed from Aircraft):

(if installed on another airframe, please specify by MSN and registration mark)

(i) Date of removal:

(ii) Reason for removal:

3. Landing Gear

(a) Flight Hours completed during Period: [ • ]

(b) Cycles completed during Period: [ • ]

4. Airframe

(a) Hours since New: [ • ]

(b) Cycles since New: [ • ]

(c) Flight Hours completed during Period: [ • ]

(d) Cycles completed during Period: [ • ]

(e) Anticipated date of next C check: [ • ]

(f) Anticipated date of next major structural check: [ • ]

ALA MSN 2851 – Global Crossing Airlines

Annex I-2

(g) Average daily utilization (in Hours) during Period: [ • ]

(h) Any specific information re: restriction of operating location.

5. Miscellaneous

(a) Any changes to Insurances over Period: [ • ]

(b) Departure locations during period: [ • ]

(c) IATA Aera of operation: [IATA Area [A/B/C]]

Authorized Signatory

for and on behalf of

GLOBAL CROSSING AIRLINES, INC.

ALA MSN 2851 – Global Crossing Airlines

Annex I-3

SCHEDULE 1

AIRCRAFT DESCRIPTION

PART 1

SPECIFICATIONS

[See attached]

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S1.1-1

2851 A320-214 July 2006 CFM56-5B4/P N627VA Alaska Airlines 45,917 14,339 171,961 142,198 134,482 6,304 Aircraft General 1542415745236000 A320 6 year check 40,944 12,311 Aug 2018 72 Aug 2024 A320 12 year check 40,944 12,311 Aug 2018 144 Aug 2030 NLG Overhaul N/M N/M May 2016 120 May 2026 RHMLG Overhaul N/M N/M May 2016 120 May 2026 LHMLG Overhaul N/M N/M May 2016 120 May 2026 Serial 577710 577712 P-3254 TSPR 45,917 45,492 18,051 CSPR 14,339 13,345 N/A Limiter 5,661 6,655 N/A

45402596901000 Disksheet#1 Feb 2021 TSPR 45,917 45,917 45,917 45,917 CSPR 14,339 14,339 14,339 14,339 281749552705000281749572771000280797092900500 1542415745236000 FAN DISK 338-001-504-0 BC685960 30,000 14,339 15,661 BOOSTER SPOOL 338-001-905-0 BC705107 30,000 14,339 15,661 FAN SHAFT 338-010-601-0 DD435924 30,000 14,339 15,661 HPC FRONT SHAFT 1386M56P03 GWN0CMW5 20,000 14,339 5,661 HPC STAGE 1-2 SPOOL 1558M31G04 GWN0CM4J 20,000 14,339 5,661 HPC STAGE 3 DISK 1590M59P01 XAEH4112 20,000 14,339 5,661 HPC STAGE 4-9 SPOOL 1588M89G03 GWN0D2AH 20,000 14,339 5,661 HPC REAR AIRSEAL 1523M35P01 GFF5D7EE 20,000 14,339 5,661 HPT FRONT SHAFT 1873M73P01 XAEF0716 20,000 14,339 5,661 HPT FRONT AIRSEAL 1795M36P02 GWN0D2P7 20,000 14,339 5,661 HPT ROTOR DISK 1498M43P06 GWN0D1H0 20,000 14,339 5,661 HPT REAR SHAFT 1498M45P07 1864M90P05 20,000 14,339 5,661 LPT STAGE 1 DISK 336-001-804-0 BC770086 25,000 14,339 10,661 LPT STAGE 2 DISK 336-001-909-0 DD132693 25,000 14,339 10,661 LPT STAGE 3 DISK 336-002-006-0 BC646617 25,000 14,339 10,661 LPT STAGE 4 DISK 336-002-105-0 BC770402 25,000 14,339 10,661 LPT CONICAL SUPPORT 338-077-502-0 DD131314 25,000 14,339 10,661 LPT SHAFT 338-010-006-0 DC383885 25,000 14,339 10,661 *Life Limit and Cycles Remaining are based on current operating thrust

45720096901000 Disksheet#2 Feb 2021 281749545402500281749567945000280797090487500 1542415745236000 FAN DISK 338-001-504-0 BC730808 30,000 13,345 16,655 BOOSTER SPOOL 338-001-905-0 DD334642 30,000 13,345 16,655 FAN SHAFT 338-010-601-0 DD436187 30,000 13,345 16,655 HPC FRONT SHAFT 1386M56P03 GWN0D51P 20,000 13,345 6,655 HPC STAGE 1-2 SPOOL 1558M31G04 GWN0D55N 20,000 13,345 6,655 HPC STAGE 3 DISK 1590M59P01 XAEG1907 20,000 13,345 6,655 HPC STAGE 4-9 SPOOL 1588M89G03 GWN0D2LH 20,000 13,345 6,655 HPC REAR AIRSEAL 1523M35P01 GFF5D7RL 20,000 13,345 6,655 HPT FRONT SHAFT 1873M73P01 XAEH1769 20,000 13,345 6,655 HPT FRONT AIRSEAL 1795M36P02 TMTNM420 20,000 10,686 9,314 HPT ROTOR DISK 1498M43P06 GWN0D3PE 20,000 13,345 6,655 HPT REAR SHAFT 1498M45P07 TMTTF624 20,000 13,345 6,655 LPT STAGE 1 DISK 336-001-804-0 DD436091 25,000 13,345 11,655 LPT STAGE 2 DISK 336-001-909-0 DD132687 25,000 13,345 11,655 LPT STAGE 3 DISK 336-002-006-0 BC675822 25,000 13,345 11,655 LPT STAGE 4 DISK 336-002-105-0 BC770426 25,000 13,345 11,655 LPT CONICAL SUPPORT 338-077-502-0 BC514091 25,000 13,345 11,655 LPT SHAFT 338-010-006-0 DC383903 25,000 13,345 11,655 *Life Limit and Cycles Remaining are based on current operating thrust

Remarks; CABIN INFORMATION: F/C P/C E/C TOTAL PASSENGER SEATS: -PITCH -ABREAST 12 40.0” 4 24 35,0’ 6 114 31,cr, 38,0’ S 150 GALLEY: -GALLEY VOLUME (CUFT) -GALLEY VOLUME (CUFTY PASS -TROLLEY QTY -WASTE QUANTITY 85 7.1

2 STA 088 STA .2 701 STA .5 STA TYPE 2084 C EXIT    A2-3 TYPE III EXIT TYPE III EXIT B2-4 TYPE 126 C i. B EXIT Ill” Niiritimiim ONIEN ITN c•ir•ouittirmâ– -A. 40 .1 • u MI I 1 •11•11111 0.11,11•11,11•11•11L1111 11r11- EI. 11.11 II I 1 MUM 1111 1-11 J—El II 1111 11 1 II III 1111111 :grimEl Eli WW1â– 1AI Eli !II • A320-214 600-Series 150 PAX CONFI 12FC124PE/11,1EC FWD= 71.47Sk. a Ersimwka A320-214 £100-Series Post Se® GonigratonLCIPA Efealvily Ne2111A.NE1991.A approvedone time use only I A32501100030 I7

FIRST CLASS SEATS PART NUMBER AND LOCATION L H SEATS RH SEATS PART NUL’ GE R FWD SEAT STUD STA. PART NUMBER FWD SEAT STUD STA 47 10AY54-21-011 342.00 4710AY54-22-011 342.00 47 10AY54-21-021 382.00 2 4710AY54-22-02 1 382.00 47 10AY54-21-031 4M .00 4710AY54-22-031 422.00 $$ PREMIUM AND ECONOMY CLASS SEATS PART NUMBER AND LOCATION LH SEATS RH SEATS ROW PART NUMBER FWD SEAT STUD STA ROW PART NUMBER FWD SEAT STUD STA fi 3530AY55-31-211 461.00 6 3,530AY 55-32 -211 461.00 7 3530AY55-31-011 496.00 7 3,530AY 55-32 -011 496.00 8 3530AY5,5-31-011 531.00 8 3530AY55-32 -011 531.00 0 3530AY55-31-021 566.00 9 3530AY55-32-021 566.00 10 3530AY55-31-031 597.00 10 3530AY55-32 -031 597.00 15 3530AY55-31-041 628.00 15 3530AY55-32 -041 628.00 16 3530AY55-31-051 666.00 16 3530AY55-32 -051 666.00 17 3.530AY55-31-061 704.00 17 3530AY55-32 -061 704.00 18 3530AY55-31-031 736.00 18 3530AY55-32 -031 736.00 19 3530AY55-31-031 768.00 19 3530AY55-32 -031 768.00 20 3530AY55-31-031 800.00 20 3530AY 55-32 -031 800.00 21 3530AY55-31-031 832.00 21 3530AY 55-32 -031 832.00 32 3530AY55-31-031 864.00 22 3530AY 55-32 -031 884.00 23 3530AY55-31-031 896.00 23 3530AY 55-32 -031 896.00 24 3530AY55-31-031 928.00 24 3530AY 55-32 -031 928.00 25 3530AY55-31-031 960.00 25 3530AY 55-32 -031 980.00 26 3530AY55-31-031 992.00 26 3,530AY55-32 -031 992.00 27 3530AY55-31-031 1023.00 27 3,530AY55-32 -031 1023.00 28 3530AY5,5-31-031 1054.00 28 3,530AY55-32 -031 1054.00 2.9 3530AY55-31-031 1085.00 29 3,530AY55-32 -031 1085.00 30 3530AY55-31-031 1116.00 30 3530AY 55-32 -031 1116.00 31 3530AY55-31-111 1147.00 31 3530AY55-32-111 1147.00 32 3530AY55-31-081 1178.00 32 3530AY55-32-081 1178.00

LEGENDn 5’ SLIDING TABLE EXTENSION 1E1 IN-AIM TABLE NO COAT HOOK M LIMITED RECLINE lEg NO RECLINE El NO UPPER LITERATURE POCKET El NO LITERATURE POCKET ILI INFLATABLE BELT EIE NARROW SEAT (ALL SEAT PLACES) El ND BACKREST TABLE UM SPECIAL EXIT CUSHION UM FOLDABLE ARMREST HANDICAP :ARMREST D

LEGEND ILI 5. SLIDING TABLE EXTENSION IN-ARM TABLE IEI ft,* COAT HOOK J iLIMITED RECLINE IEI NO RECLINE ,`,10 UPPER LITERATURE POCKET bel NO LITERATURE POCKET IEI INFLATABLE BELT I[U ?ARROW SEAT (ALL BEAT PLACES) El NO BACKREST TABLE 12:1 SPECIAL EXIT CUSHION EA FOLDABLE ARMREST 10 HANDICAP ARMREST

SCHEDULE 1

AIRCRAFT DESCRIPTION

PART 2

AIRCRAFT DOCUMENTS

All manuals, status reports and other technical data required herein shall be current and up-to-date to the latest revision at Delivery.

Certificates and Statements

1. Certified Aircraft Specifications, including software statements status and oil / fluid used statements.

2. FAA Certificate of Airworthiness.

3. Non-incident and accident statement for Airframe, Engines and Landing Gear.

4. Full Avionics Inventory list by Shelf location.

Aircraft Status Reports

1. Certified FAA Airframe and Appliance Airworthiness Directive (“ADs”) status that provides date and method of compliance that summarizes substantiating documentation.

2. Certified status of all time-controlled components. This report will provide a list of each time-controlled component by description, part number, and serial number and will include the respective action(s), interval(s), time since and time remaining for such component.

3. Certified status of all life-limited components. This report will provide a list of each life-limited component by description, part number, and serial number and will include the current life limit interval(s), time since and life remaining for such component.

4. Certified list of all engineering/modification orders/STCs that have been incorporated.

5. Aircraft flight logs or report listing aircraft total hours and cycles since new.

6. Maintenance Program tasks status (Last done, Next Due)

7. Certified mapping of all external repairs installed on the fuselage, wings and empennage. This report will include the status of each repair and repair approval basis.

8. Certified report detailing and mapping of all dents and damage. This report will include the status of each item, location, approval basis and any reoccurring actions, if applicable.

9. Certified OCCM component status and release certificates for components replaced during last 24 months of operation and subsequent maintenance.

Aircraft Maintenance, Inspection, Modification and Repair Records

1. Aircraft Utilization Report.

2. AD folders containing all dirty finger prints that support the AD compliance.

3. STC and major modification folders.

4. Aircraft historical maintenance and inspection records (check packages) in hard copy records.

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S1.2-1

5. Structural damage and repair files containing the documentation for all repairs and alterations providing certifications basis and approval authority, and the DFP for all repairs installed including reference to the materials used as available from the Previous Operator and full copies to the extent provided by of the Previous Operator’s engineering data and/or other approved data for each repair installed. Any repairs without full documentation shall be removed and replaced with fully approved repairs.

6. Aircraft weight records.

7. Aircraft historical flight and maintenance logs (last 2 years of operation).

8. Aircraft original delivery documents from manufacturer.

Component Records

1. Component certification records for all time-controlled components, including FAA and/or JAA/EASA part certification.

2. Landing Gear overhaul records.

3. Landing Gear life limited part status and history traceable back to last overhaul.

APU Records

1. APU shop certification.

2. APU shop records reports.

3. APU Airworthiness Directive compliance status.

4. APU Service Bulletin.

5. APU life limited parts status and history.

6. Dirty fingerprint folder supporting ADs and SBs if not contained within the shop visit reports.

Engines Records

1. Engine logbooks, if applicable.

2. Certified life limited part status.

3. Certified engine FAA and EASA Airworthiness Directive status listing providing the current status of the AD, date and methods of compliance, and, if the AD involves recurring action, the time and date when the next action is required.

4. Last major shop visit and available historical engine records.

5. Current Engine trend monitoring and Engine Condition Monitoring reports from last operator.

6. Engine original delivery documents from manufacturer.

7. Certified statement or report indicating that no open, deferred, carry forward defects or deferred inspections exist on the Engine at Delivery.

8. Engine life limited part history.

Aircraft Manual and other technical data

All manuals will be current and up-to-date to the latest revision and include and temporary revisions, if applicable.

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1. FAA approved Airplane Flight Manual and supplements.

2. Airbus Weight and Balance Control and Loading Manual and supplements, including supplemental data produced by Previous Operator.

3. Aircraft Maintenance Manual, including supplemental data produced by Previous Operator.

4. Aircraft Illustrated Parts Catalog, including supplemental data produced by Previous Operator.

5. Aircraft Wiring Diagram Manual, including supplemental data produced by Previous Operator.

6. System Schematics Manual.

7. Fault Isolation Manual.

8. Approved Emergency Equipment Drawings

9. Electrical Load Analysis report.

10. Last compass swing report.

11. A detailed inventory of historical Aircraft records.

All of the above manuals and technical records will be in English or translated into English, and supplied electronically, prior to Delivery.

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S1.2-3

SCHEDULE 1

AIRCRAFT DESCRIPTION

PART 3

DELIVERY CONDITION

The Aircraft will be delivered to Lessee at the Delivery Location in an “as is, where is” condition. Provided however, the following delivery conditions will apply:

GENERAL:

The Aircraft shall be in a condition for immediate operation by an FAA Certificated Air Carrier. The Aircraft will be airworthy, serviceable, ready for flight and in passenger configuration. This Aircraft will be current in accordance with Revision 46 of the MPD.

CERTIFICATION:

The Airframe shall have a valid FAA Certificate of Airworthiness.

AIRFRAME:

The Airframe shall have a status as detailed in Schedule 1 Part 1.

The Aircraft will have a minimum of 375 Flight Hours, 375 Flight Cycles, and 3 months, less demonstration and/or ferry flight hours, remaining until the next 6 month, 750 Flight Hour, 750 Cycle inspection (or such inspection shall be performed by Lessor prior to Delivery.

Aircraft shall be clean by commercial airline standards, fit for flight with all systems operational and functioning in accordance with its intended use and within applicable maintenance manual limits. Lessee shall be permitted to do full operational / systems checks with power, prior to technical acceptance.

Be certified for the following weights:

Maximum Take Off Weight – 78k kg

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Maximum Landing Weight – 64.5k kg. Zero Fuel Weight – 61k kg.

ENGINES:

Aircraft shall have two (2) serviceable CFM International, Inc. model CFM56-5B4 engines bearing manufacturer’s serial numbers as detailed in Schedule 1 Part 1, and having 27k thrust rating, with no on-watch items or reduced interval inspections.

Each Engine shall have at least 3 months, 375 Flight Hours and 375 Flight Cycles remaining until the next 6 month, 750 Flight Hour, 750 Cycle inspection (or such inspection shall be performed by Lessor prior to Delivery), with no on-watch items or reduced interval inspections

Engine performance shall be demonstrated by a power assurance run, a complete and full video borescope inspection (at Lessee’s cost), and analysis of available trend monitoring data.

LANDING GEAR:

The Landing Gear shall be serviceable and have a status as detailed in Schedule 1 Part 1.

The Landing Gear, components and associated actuators shall have at least 3 months and 375 Flight Cycles remaining until the next 6 month, 750 Flight Hour, 750 Cycle inspection (or such inspection shall be performed by Lessor prior to Delivery).

Wheels and brakes shall be serviceable.

APU:

The APU shall be Serviceable and have a model and status as detailed in Schedule 1 Part 1.

COMPONENTS:

Each Part and Component which has a hard time limit shall have 3 months and 375 Flight Cycles remaining until the next 6 month, 750 Flight Hour, 750 Cycle inspection (or such inspection shall be performed by Lessor prior to Delivery).

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Emergency equipment will be serviceable and shall have a minimum of 3 months life remaining.

All on-condition and condition monitored Parts shall be serviceable.

INTERIOR AND COCKPIT AND IFE:

The Interior and cockpit shall:

Interior placards will be in English.

Be clean.

The Aircraft will be in passenger configuration.

A fully-functional Ku-Bank Gogo Inflight wi-fi internet system will be installed (less subscription requirements)

EXTERIOR LIVERY:

The Aircraft shall be delivered in its current livery.

AIRWORTHINESS DIRECTIVES:

The Aircraft shall be in full compliance with all Airworthiness Directives affecting that model of Aircraft issued by the FAA, such that no compliance action is due at Delivery.

MAINTENANCE AND REPAIR:

Any fuselage damage will have been repaired in accordance with the Manufacturer’s SRM/AMM or as otherwise approved by the Manufacturer. Maintenance will be in accordance with the Manufacturer’s MPD with no deferred or on-watch items.

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S1.3-3

AIRCRAFT DOCUMENTS:

All documents, manuals and operational and maintenance records will be current, complete, up to date, in the English language and in compliance with FAA regulations. The Aircraft and records shall be in such condition as qualifies for immediate operation under FAA registration

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S1.3-4

SCHEDULE 2

FORM OF CERTIFICATE OF ACCEPTANCE

CERTIFICATE OF ACCEPTANCE

This Certificate of Acceptance is delivered, on the date set out below by GLOBAL CROSSING AIRLINES, INC. (“Lessee”), to UMB BANK, NATIONAL ASSOCIATION, not in its individual capacity but, solely as owner trustee (“Lessor”), pursuant to the Aircraft Lease Agreement dated as of                                          , 2021 between Lessor and Lessee (the “Agreement”). The capitalized terms used in this Certificate shall have the meaning given to such terms in the Agreement.

1. DETAILS OF ACCEPTANCE

Lessee hereby confirms to Lessor that Lessee has at              o’clock on this          day of                 , 2021, at                                         , accepted the following, in accordance with the provisions of the Agreement:

(i) Airframe: Airbus Model A320-214 airframe, Manufacturer’s Serial No. 2851

Total Flight Hours:                                                  

Total Cycles:                                                  

Flight Hours Since Last C Check:                                                  

Cycles Since Last C Check:                                                  

Flight Hours Since Last D-Check:                                                  

Cycles Since Last D-Check:                                                  

(ii) Engines: Position 1 – Life Limited

Parts Status Attached

Manufacturer’s Serial No.:                                                  

1. Total Flight Hours:                                                  

2. Total Cycles:                                                  

3. Flight Hours Since Last Engine Refurbishment:     

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4. Cycles Since Last Engine Refurbishment:                 

Position 2 – Life Limited Parts Status attached.

Manufacturer’s Serial No.:                                                  

1. Total Flight Hours:                                                      

2. Total Cycles:                                                          

3. Flight Hours Since Last Engine Refurbishment:         

4. Cycles Since Last Engine Refurbishment:             

(iii) Landing Gear:

Left Main

Manufacturer’s Serial No.:                                                  

Manufacturer’s Part No.:                                                  

1. Total Flight Hours Since Overhaul:         

2. Total Cycles Since Overhaul:

3. Date of Last Overhaul:                                                           

Right Main

Manufacturer’s Serial No.:                                                      

Manufacturer’s Part No.:                                                          

1. Total Flight Hours Since Overhaul:         

2. Total Cycles Since Overhaul:         

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3. Date of Last Overhaul:

Nose

Manufacturer’s Serial No.:                                                  

Manufacturer’s Part No.:                                                     

1. Total Flight Hours Since Overhaul:         

2. Total Cycles Since Overhaul:         

3. Date of Last Overhaul:             

(iv) APU:

Type:                                                  

Manufacturer’s Serial No.:                                                   Total Hours Since Last Overhaul:

B. Interior Configuration:

(i) Seating:

(ii) Lavatories:

(iii) Galleys:

(iv) Freight positions:

C. All other Items of Equipment and other property, tangible and intangible, delivered by Lessor to Lessee.

(a) Fuel:                  kgs.

2. CONFIRMATION

Lessee confirms to Lessor that as at the time indicated above, being the Lease Commencement Date:

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(a) the representations and warranties contained in Section 2.1 of the Agreement are hereby repeated;

(b) the Aircraft is insured as required by the Agreement; and

(c) Lessee’s authorized technical experts have inspected the Aircraft to ensure the Aircraft conforms to Lessee’s requirements. The Aircraft is in accordance with the specifications of the Agreement and satisfactory in all respects except as set forth in the attached Discrepancy List, and except as set forth in any post-Ferry Flight squawk list that is generated immediately following the Ferry Flight.

Annex 1 - Engine LLPs

Annex 2 - Loose Equipment and Accessories

Annex 3 - Aircraft Documents and Technical Records

Annex 4 - Aircraft Status – Avionics Inventory

Annex 5 Discrepancy List

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IN WITNESS WHEREOF, Lessee has, by its duly authorized representative, executed this Certificate on the date in paragraph 1 above.

LESSEE: GLOBAL CROSSING AIRLINES, INC.
By
	Name:
	Title:

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SCHEDULE 3

COMMERCIAL TERMS

PART 1

DEFINITIONS

1.  RENT:
Month 1:	[***]
*Month 2 – Month 4:	[***] / Flight Hour
	Minimum [***] (the “Minimum Rent”)
	Maximum [***] (the “Maximum Rent”)

* On each Rent Date for Month 2 through and Including Month 4, Lessee shall pay Lessor the Minimum Rent. In the event that the product of the actual number of Flight Hours flown during the relevant Rent Period multiplied by [***] exceeds the Minimum Rent amount, Lessee shall pay Lessor the shortfall of Rent on the next Maintenance Rent Payment Date (such total amount not to exceed the Maximum Rent for such relevant Rent Period).

Month 5 to Month 52:	[***]
Month 53 to Month 64:	[***]
Month 65 to Month 74:	[***]
2.  MAINTENANCE RENT:
Airframe Major Checks
6Y	[***] per month
12Y	[***] per month
Landing Gear Overhaul	[***] per month
Engine Refurbishment	Per table below

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In relation to the Engine Refurbishment for each Engine, an amount equal to the US$ Cost per Flight Hour as set forth in the matrix below, dependent on the IATA area of operation and the Flight Hour-to-Cycle ratio operated, multiplied by the number of Flight Hours accumulated on each Engine during the immediately precedent month (with such Maintenance Rent being allocated according to the following percentages per relevant Engine Module: [***]:

Engine LLPs (divided per LLP)	[****]* per Flight Cycle per Engine
	(*) based on 2022 rates
APU Overhaul	[***] per APU Hour (payable when the
	APU is utilized on the Aircraft or another aircraft)

The Maintenance Rent rates (other than for LLPs) are subject to annual escalation of [***] per annum on January 1, 2023 and on each January 1^st thereafter during the Term. Engine LLP Maintenance Rent rates shall be based on the Engine Manufacturer Catalogue List Price and will escalate commencing January 1, 2023. Maintenance Rent will not be payable in respect of the first calendar month during the Term; provided that Lessee will in any event provide the Monthly Report.

3. SECURITY DEPOSIT: [***], payable as follows:

a) [***] (One Hundred Thousand Dollars) has been received by Lessor prior to the date of this Agreement; and

b) [***] (One Hundred Thousand Dollars) due upon execution of this Agreement; and

c) [***] (One Hundred Fifty Thousand Dollars) due upon execution of the Technical Acceptance Certificate.

4. AGREED VALUE: [***]

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5. MAXIMUM DEDUCTIBLE: [***].

6. MINIMUM LIABILITY COVERAGE: [***] per occurrence and in the annual aggregate for third party war risks and products legal liability.

7. MODIFICATION THRESHOLD AMOUNT: [***]

8. DAMAGE NOTIFICATION THRESHOLD: [***]

9. LESSOR’S ACCOUNT:

Bank:	Bank of America
Bank Address:	222 Broadway
	New York, NY 10038
ABA:	026009593
Account #:	[*****]
Beneficiary:	WWTAI AirOpCo 1 Bermuda Ltd.
SWIFT Code:	BOFAUS3N

10. LESSEE’S ACCOUNT:

Bank:	Fifth Third Bank
Bank Address:	200 East Las Olas BLVD
	Ft. Lauderdale, FL
ABA:	067091719
Account #:	[****]
Beneficiary:	Global Crossing Airlines LLC.
SWIFT Code:	FTBCUS3CXXX

11. OTHER AIRCRAFT: [***]

12. HOLDOVER

PERCENTAGE:                     [***]

13. INTERIOR CONFIGURATION MODIFICATION: N/A

14. FINAL DELIVERY DATE: December 15, 2021

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SCHEDULE 3

COMMERCIAL TERMS

PART 2

LESSOR CONTRIBUTIONS FROM MAINTENANCE RENT

1. Reimbursement by Lessor from Maintenance Rent Balances.

1.1 Reimbursement by Lessor. Lessor will, subject to no Default or Event of Default having occurred which is continuing, pay to Lessee the amounts referred to in Section 1.3 by way of reimbursement of the cost incurred by Lessee in connection with a Major Maintenance Event associated with an Airframe, Landing Gear, Engine or APU (each a “Reimbursement Item”) in each case provided that:

(a) Lessor has received Lessee’s claim (a “Reimbursement Claim”) for payment together with (1) authentic, legible invoices from the Agreed Maintenance Performer evidencing the costs involved which (a) confirm that the Major Maintenance Event has been carried out and paid for and (b) give in reasonable detail a summary of the work that has been performed, and the time, parts and manpower used to perform each separate task, and (2) responses to all reasonable specific and detailed requests from Lessor for reasonable clarifications or more reasonable information on any related issue have been complied with to the reasonable satisfaction of Lessor;

(b) Lessee has provided Lessor with (i) a copy of the proposed workscope relating to the Major Maintenance Event sufficiently (and in any case not less than 30 days) in advance of commencement of the Major Maintenance Event in order to allow Lessor an opportunity to review and approve the proposed workscope (such approval not to be unreasonably withheld or delayed) and (ii) an estimate in reasonable detail of the cost of such Major Maintenance Event which has been accepted by Lessor prior to the commencement of the Major Maintenance Event (such acceptance not to be unreasonably withheld or delayed). If requested by Lessor, Lessee or Lessee’s agents will give Lessor or Lessor’s representatives reasonable access to observe the accomplishment of the Major Maintenance Event and to inspect the completion of the Major Maintenance Event;

(c) the Major Maintenance Event has been performed in accordance with the Approved Maintenance Program and documented in accordance with the Lease, including full traceability of LLPs;

(d) the Major Maintenance Event is not required as a result of any ingestion, foreign object damage (“FOD”), faulty maintenance or repair, improper operation, abuse, misuse, neglect or accidental cause (“Excluded Circumstances”) provided that if as a result of any of the Excluded Circumstances a Major Maintenance Event is performed with Lessor’s prior written agreement, then, without prejudice to subclauses (a) through (c) above or (e) through (i) below, this subclause (d) shall not apply to prevent Lessee being reimbursed Maintenance Rent for Major Maintenance Event in accordance with Section 1.3 for the costs of such Major Maintenance Rent other than costs directly resulting from any of the Excluded Circumstances;

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(e) to the extent the cost of the Major Maintenance Event is not recoverable under the Insurances or any Manufacturer or Supplier warranty, guarantee or concessionary adjustment available to Lessee;

(f) Lessor will reimburse the cost of labor and materials in performing the Major Maintenance Event. The cost of labor and materials (other than the LLP itself) for removal or installation of an LLP into an Engine may be reimbursed under the Reimbursement Item listed in Section 1.1(a) above;

(g) Lessor will not reimburse the cost of a modification upgrade of a Reimbursement Item to the extent that the cost of upgrading that Reimbursement Item is greater than the cost of repairing or replacing the existing Reimbursement Item;

(h) Lessor will not reimburse the cost of work to components not installed in the modules of each Engine or installed in the APU (including but not limited to thrust reversers, nacelles, line replaceable units (LRUs), QEC components and Parts or accessories); and

(i) Lessor will not reimburse the cost of transportation or the cost of obtaining customs clearance for importation of Parts (including, but not limited to, import/export duties, levies and other Taxes), nor will Lessor reimburse any handling fees, mark-ups or surcharges;

Lessor will use reasonable efforts to ensure that payment is made within sixty (60) days of the receipt by Lessor of the relevant Reimbursement Claim provided Lessee has met the requirements for reimbursement herein. No Reimbursement Claim may be submitted after the redelivery of the Aircraft except for any Reimbursement Claim for which (i) an invoice remains outstanding for the Major Maintenance Event at such time, and (ii) Lessee has notified Lessor in writing prior such redelivery of any such outstanding invoice, and (iii) Lessee has notified Lessor in writing prior the redelivery of the Aircraft of the nature and estimated cost of the Major Maintenance Event.

1.2 Scope of Major Maintenance Event. The following items shall be a Major Maintenance Event for which a Reimbursement Claim may be made:

(a) 6Y and 12Y Airframe Major Check;

(b) APU Overhaul including by way of exchange of the APU that is due for overhaul with a serviceable APU;

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(c) Engine Refurbishment consisting of one or more modules of an Engine (with reimbursement to be made on a modular basis from the relevant Maintenance Rent Balance allocation for each such module undergoing an Engine Refurbishment);

(d) Landing Gear Overhauls; and

(e) replacement of Engine LLPs in an Engine.

1.3 Amount of Lessor Reimbursement from Maintenance Rent Balances.

(a) Lessor will, subject to no Default or Event of Default having occurred which is continuing, pay to Lessee in relation to any Major Maintenance Event on a Reimbursement Item (excluding LLPs), an amount equal to the lesser of (other than the cost of the first 6Y and 12Y Check in which case Lessor will pay the greater of):

(i) the cost of that Major Maintenance Event, and

(ii) the balance, at the date of the completion of the Major Maintenance Event, of the Maintenance Rent Balance paid under Section 1 of Schedule 3 with respect to the particular Reimbursement Item (which in the case of an Engine Refurbishment, will in all cases be determined on a modular basis) after deducting any amounts already paid by Lessor under this Section 2 of Schedule 3 in relation to that Reimbursement Item.

(b) For the avoidance of doubt, when considering its obligation to make a payment under this Part 2 of Schedule 3 in relation to Major Maintenance Event on any Reimbursement Item, Lessor will not take into account any amounts paid by Lessee under Section 2 of Part 1 of Schedule 3 in relation to any other Reimbursement Item; provided however to the extent that an Engine Refurbishment is accomplished concurrently on more than one module in an Engine the amounts for such modules may be combined for reimbursement of such Major Maintenance Event.

(c) Lessee undertakes to act in good faith to obtain a fair and reasonable price when negotiating and agreeing with third party Approved Maintenance Performers or any other repairer the cost of any Major Maintenance Event, and before the performance of any Major Maintenance Event to provide Lessor with copies of relevant documents including but not limited to estimates of the cost of routine and non-routine labor and materials.

(d) In determining the amount of Lessor’s reimbursement of the cost of the Landing Gear Overhaul, an amount shall be retained by Lessor for the Landing Gear for the purpose of future replacement of the LLPs in the Landing Gear.

1.4 Additional Contribution for Major Maintenance Event. Subject to the requirements for reimbursements for Major Maintenance Event as required in Section 1.1 through 1.3 having been met; Lessor will contribute the following amounts (in addition to the reimbursements contemplated by Section 1.3 above):

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(a) Upon completion of the first Engine Refurbishment during the Term, an amount equal to the lesser of:

(i) the product of (a) the number of engine Flight Hours (measured as of the Delivery Date) consumed on such Engine or Engine module since completion of the Engine Refurbishment shop visit of such Engine or Engine module prior to the Delivery Date (or since new if the Engine has not completed or undergone any Engine Refurbishment shop visit) multiplied by (b) the Engine Refurbishment Maintenance Rent rate in effect on the Delivery Date, calculated in accordance with the previous operator’s hour/cycle utilization ratio since the last Engine Refurbishment shop visit of such Engine and allocated on a per module basis; and

(ii) the positive difference, if any, between (a) the cost of that Major Maintenance Event, and (b) the balance, at the date of the completion of the Major Maintenance Event, of the relevant Maintenance Rent Balance paid by Lessee with respect to the Engine Refurbishment deducting any amounts already paid by Lessor under this Part 2 of Schedule 3 in relation to that Reimbursement Item.

(b) Upon completion of the first APU Overhaul during the Term, an amount equal to the lesser of:

(i) the product of (a) the number of APU Hours (measured as of the Delivery Date) consumed on such APU since completion of the last overhaul of such APU prior to the Delivery Date multiplied by (b) the APU Maintenance Rent rate in effect on the date of the commencement of the Overhaul ; and

(ii) the positive difference, if any, between (a) the cost of that Major Maintenance Event, and (b) the balance, at the date of the completion of the Major Maintenance Event, of the Maintenance Rent Balance paid by Lessee with respect to the APU deducting any amounts already paid by Lessor under this Part 2 of Schedule 3 in relation to that Reimbursement Item.

(c) Upon completion of the first Landing Gear Overhaul during the Term, an amount equal to the lesser of:

(i) the product of (a) the number of calendar months (measured as of the Delivery Date and prorated for partial calendar months) consumed on the Landing Gear since completion of the last Landing Gear overhaul prior to the Delivery Date (or since new if an overhaul has never been completed on the Landing Gear) multiplied by (b) the Landing Gear Maintenance Rent rate in effect on the date of commencement of the Overhaul ; and

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(ii) the positive difference, if any, between (a) the cost of that Major Maintenance Event, and (b) the balance, at the date of the completion of the Major Maintenance Event, of the Maintenance Rent Balance paid by Lessee with respect to the Landing Gear deducting any amounts already paid by Lessor under this Part 2 of Schedule 3 in relation to that Reimbursement Item.

(d) Upon completion of the replacement of each Engine LLP for the first time during the Term, an amount equal to the difference between the (a) the cost of the Major Maintenance Event, and (b) the balance, at the date of the completion of the Major Maintenance Event, of the Maintenance Rent Balance paid by Lessee with respect to the relevant Engine LLP as of the time of removal of the relevant Engine.

Lessor Contribution for Airworthiness Directives

If the cost to Lessee of performing an Airworthiness Directive exceeds $100,000, Lessor shall, following receipt of an invoice in respect of such amount, and provided no Event of Default or payment default has occurred and is continuing, reimburse to Lessee an amount calculated in accordance with the following formula: [***]

Rent Credit

Provided no Default or Event of Default has occurred and is continuing, Lessee will receive a 30-day Rent credit following completion of the first 6Y and 12Y Check during the Term.

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SCHEDULE 3

COMMERCIAL TERMS

PART 3

ENGINE SUBSTITUTION PROVISIONS

1.1 Substitute Engine.

(a) Notwithstanding anything to the contrary in this Lease, Lessor will provide Lessee with a serviceable replacement engine (the “Substitute Engine”) in lieu of Lessee performing any Major Maintenance Event for an Engine hereunder, as follows: (i) during the Term, Lessee agrees to provide Lessor with ninety (90) days’ advance written notice (the “Removal Notice”) of any upcoming scheduled removal of any Engine due to such Engine requiring Engine Refurbishment, for reasons other than (A) faulty or improper maintenance or installation, (B) Lessee not adhering to Manufacturer’s recommendations, (C) operational mishandling, accident or other accidental cause, (D) an Event of Default, or (E) FOD (an “Unserviceability Issue”).

(b) If Lessor provides a Substitute Engine in lieu of the affected original Engine (the “Original Engine”), Lessor shall within thirty (30) days of the Removal Notice notify the Lessee in writing of the same and provide all available information in respect of the proposed Substitute Engine to evidence the technical condition of such Substitute Engine (the “Substitute Engine Notice”).

(c) Each Substitute Engine will:

(i) be serviceable with no adverse trend and no on-watch items;

(ii) have enough anticipated life remaining to be expected to remain on-wing until the earlier of (a) two (2) years from installation or (b) the Expiry Date (based on the average utilization for the prior 12 month period);

(iii) have a remaining hot day takeoff EGT margin sufficient to permit the operation of such Engine on-wing until the earlier of (a) two (2) years from installation or (b) the Expiry Date (based on the average utilization for the prior 12-month period);

(iv) not have suffered a stepped deterioration in performance since its last Engine Refurbishment such that such replacement engine would be expected to remain on-wing until the earlier of (a) two (2) years from installation or (b) the Expiry Date (based on the average utilization for the prior 12-month period); and

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(v) otherwise meet the Engine related delivery requirements set forth in Schedule 1.

(d) Provided the Substitute Engine meets the criteria set forth in subclause (c) (which may be verified by Lessee by reviewing the results of a completed up-to-date full video borescope and power assurance run of such engine), Lessee shall confirm to the same to Lessor in writing within fifteen (15) days of receipt of the Substitute Engine Notice and Lessor shall then, within thirty (30) days from the Substitute Engine Notice, make such Substitute Engine together with all available records available for final inspection by Lessee at the location where the Substitute Engine is to be installed on the Aircraft as notified by Lessee (the “Installation Location”). Lessee will complete its inspection (if any) of the Substitute Engine within five (5) days of the Substitute Engine’s arrival at the Installation Location. In the event the Substitute Engine meets the conditions set forth in subclause (c), Lessee shall sign a Delivery Certificate in respect of the Substitute Engine and it will therefrom become an “Engine” for all purposes of this Lease, and shall be subject to this Lease, any Mortgage and any Security Agreement. In the event the Substitute Engine does not meet the conditions in subclause (c) on Lessee’s inspection, then Lessee will return the Substitute Engine to a location designated by Lessor. All transportation costs for the Substitute Engine to and from (if the Substitute Engine is not accepted) the Installation Location will be borne by Lessor, and all installation costs for the Substitute Engine will be borne by Lessee. Lessee will have executed and delivered the Delivery Certificate for the Substitute Engine prior to installation. Upon removal of the Original Engine from the Aircraft, Lessee will transport the Original Engine to a location advised by Lessor, at Lessee’s risk, cost and expense. Upon arrival of the Engine at such location, and Lessor’s confirmation that no (A) faulty or improper maintenance or installation, (B) non-adherence to Manufacturer’s recommendations, (C) operational mishandling, accident or other accidental cause, or (E) FOD has occurred in respect of the Original Engine, Lessor will execute and deliver a Redelivery Certificate for such Original Engine and such Original Engine will cease being an “Engine”.

(e) Lessee will return the Original Engine to Lessor at Lessee’s cost and risk, no later than thirty (30) days following the delivery of the Substitute Engine. If Lessee fails to redeliver the Original Engine within such time period, then Lessee will pay Lessor US$1800.00 per day until such time as the Original Engine is returned to Lessor. If Lessor does not provide a Substitute Engine within sixty (60) days from the date of the Removal Notice, Lessee may lease and install on the Aircraft a serviceable Engine and Lessor will reduce the monthly Basic Rent by the amount of the serviceable engine lease rental that Lessee is being charged by the third party lessor. Lessee’s obligation to pay Rent will from that date be suspended for such length of time as the Aircraft is on the ground due to the Unserviceability Issue.

(f) Notwithstanding the foregoing, in case Lessee has failed to issue the Removal Notice as required above and in the absence of such notice has pursued initiation of an Engine shop visit in respect of the Original Engine all costs and logistic arrangements in relation to such shop visit will be for Lessee.

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SCHEDULE 4

INSURANCE REQUIREMENTS

The Insurances required to be maintained are as follows:

(a) HULL ALL RISKS of loss or damage while flying and on the ground with respect to the Aircraft on an “agreed value basis” for the Agreed Value and with a deductible not exceeding the Maximum Deductible, or such other amount agreed by the parties from time to time;

(b) HULL WAR AND ALLIED PERILS, being such risks excluded from the Hull All Risks Policy to the fullest extent available in accordance with Policy Form LSW555D from the leading international insurance markets including confiscation and requisition by the State of Registration and the State of Incorporation for the Agreed Value;

(c) SPARES ALL RISKS (INCLUDING WAR AND ALLIED RISK except when on the ground or in transit other than by air) property insurance on all Engines and Parts when not installed on the Aircraft on an “agreed value” basis for their full replacement value and including engine test and running risks;

(d) AIRCRAFT THIRD PARTY, PASSENGER, BAGGAGE, CARGO AND MAIL AND AIRLINE GENERAL THIRD PARTY (INCLUDING PRODUCTS) LEGAL LIABILITY for a Combined Single Limit (Bodily Injury/Property Damage) of an amount not less than the Minimum Liability Coverage for the time being any one occurrence (but in respect of products and personal injury liability this limit may be an aggregate limit for any and all losses occurring during the currency of the policy). Personal injury towards third parties is limited to USD 25,000,000 any one occurrence and in the annual aggregate. War and Allied Risks are also to be covered under the Policy of an amount not less than the Minimum Liability Coverage applying any one occurrence and in the annual aggregate;

(e) All required hull and spares insurance (as specified above), so far as it relates to the Aircraft will:

(i) name Lessor, Owner, the Financing Parties, and their respective successors and assigns as contract parties for their respective rights and interests;

(d) provide that all payments received as the result of an Event of Loss occurring during the Term will be settled jointly with Owner, Lessor and Lessee, and will be payable in Dollars to the applicable Financing Party, as sole loss payee, unless there is no Financing Party, in which case all such payments will be payable to Lessor;

(e) provide that all insurance proceeds of any property, damage or loss to the Aircraft, any Engine or any Part occurring during the Term not constituting an Event of Loss and equal to or in excess of the Damage Notification Threshold will be paid to the repairer for repairs or for replacement property in accordance with this Agreement. Insurance proceeds in amounts below the Damage Notification Threshold may be paid by the insurer directly to Lessee. Any balance remaining may be retained by Lessor;

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(ii) include a notice and/or acknowledgement of assignment (relating to the assignment of Lessor’s interest in the Insurances to the Financing Parties) in a form acceptable to Lessor, if applicable;

(iii) if separate Hull “all risks” and “war risks” insurances are arranged, include a 50/50 provision in accordance with market practice (AVS. 103 is the current market language);

(f) All required liability insurances (specified above) will:

(i) include the Indemnitees as additional insureds for their respective rights and interests;

(ii) include a Severability of Interest Section which provides that the insurance, except for the limit of liability, will operate to give each assured the same protection as if there was a separate policy issued to each assured;

(iii) contain a provision confirming that the policy is primary without right of contribution and the liability of the insurers will not be affected by any other insurance of which Owner, Lessor, or Financing Parties have the benefit so as to reduce the amount payable to the additional insureds under such policies;

(g) All Insurances will:

(i) be in accordance with normal industry practice of persons operating similar aircraft in similar circumstances;

(ii) provide cover denominated in Dollars and any other currencies which Lessor may reasonably require in relation to liability insurance;

(iii) operate on a worldwide basis subject to such limitations and exclusions as Lessor may agree;

(iv) acknowledge the insurers is aware (and has seen a copy) of this Lease and that the Aircraft is owned by Owner and is subject to the Mortgage and that the Insurances are subject to the Security Assignment in favor of the applicable Financing Party;

(v) be no less favorable than the insurance carried by Lessee on its fleet except as to amounts which shall meet the minimums provided for herein in respect of Agreed Value, Maximum Deductible and Minimum Liability Coverage;

(vi) shall be satisfactory to any Financing Parties;

(vii) provide that, in relation to the interests of each of the additional insureds the Insurances will not be invalidated by any act or omission by Lessee, or any other person other than the respective additional insured seeking protection and shall insure the interests of each of the additional insureds regardless of any breach or violation by Lessee, or any other person other than the respective additional insured seeking protection of any warranty, declaration or condition, contained in such Insurances;

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(viii) provide that the insurers will hold harmless and waive any rights of recourse and/or subrogation against the additional insureds or to be subrogated to any rights of any Financing Party against Lessor or Lessee;

(ix) provide that the additional insureds will have no obligation or responsibility for the payment of any premiums due (but reserve the right to pay the same should any of them elect so to do) and that the insurers will not exercise any right of set off or counter claim in respect of any premium due against the respective interests of the additional insureds other than outstanding premiums relating to the Aircraft, any Engine or Part the subject of the relevant claim;

(x) provide that the Insurances will continue unaltered for the benefit of the additional insureds for at least 30 days after written notice of any cancellation, change, event of non-payment of premium or installment thereof has been sent to Owner, Lessor and each Financing Party, except in the case of war risks for which 7 days (or such lesser period as is or may be customarily available in respect of war risks or allied perils) will be given, or in the case of war between the 5 great powers or nuclear peril for which termination is automatic; and

(xi) if reinsurance is a requirement of this Agreement such reinsurance will (i) be on the same terms as the original insurances and will include the provisions of this Schedule 4, (ii) provide that notwithstanding any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured that the reinsurers’ liability will be to make such payments as would have fallen due under the relevant policy of reinsurance if the reinsured had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and (iii) contain a “cut-through” Section in the following form (or otherwise satisfactory to Lessor): “The Reinsurers and the Reinsured hereby mutually agree that in the event of any claim arising under the reinsurances in respect of a total loss or other claim where as provided by the Aircraft Lease Agreement dated as of [ ], 2021 and made between Lessor and Lessee such claim is to be paid to the person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsured, its successors in interest and assigns pay to the person named as sole loss payee under the primary insurances effected by the Reinsured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the Reinsurers will (to the extent of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewith”; subject to such provisions not contravening any law of the State of Incorporation;

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(xii) AVN.67B: Lessee may procure endorsements to the relevant insurance or reinsurance policies required to be maintained pursuant to Article 10 and this Schedule 4 so as to incorporate the terms of Lloyd’s Form AVN.67B (or any revised form in general use in the London aviation insurance market) into such insurance or reinsurance policies, in which event, to the extent that any provisions of such Form AVN.67B (or any revised form) endorsement conflicts or is otherwise inconsistent with the requirements of any provision of this Agreement relating to insurance or reinsurance then (so long as it shall remain general aviation insurance practice to insure aircraft financed or leased by financial institutions on the basis of such endorsement), such conflicting or inconsistent provision of this Agreement shall be of no further force and effect and such endorsement shall be deemed to satisfy the requirements of each such conflicting or inconsistent provision of this Agreement.

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SCHEDULE 5

RETURN CONDITIONS

[***]

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SCHEDULE 6

FORM OF CERTIFICATE OF REDELIVERY

CERTIFICATE OF REDELIVERY

Reference is made to the Aircraft Lease Agreement dated as of                       , 2021 between UMB BANK, NATIONAL ASSOCIATION, not in its individual capacity but, solely as owner trustee (the “Lessor”) and GLOBAL CROSSING AIRLINES, INC. (the “Lessee”), as amended, modified, supplemented and/or assigned from time to time (the “Lease”). Capitalized terms not herein defined shall have the meanings given them under the Lease.

This Certificate of Redelivery is delivered on and as of the date set forth below by the Lessor to the Lessee.

1. Details of Acceptance

The Lessor hereby indicates and confirms to the Lessee, its successors and assigns, that the Lessor has on                   at                       , accepted the following aircraft (the “Aircraft”), in accordance with and subject to the provisions of the Lease:

(i) Airframe: Airbus Model A320-214 airframe, Manufacturer’s Serial No. 2851

Total Flight Hours:                                                   

Total Cycles:                                                   

Flight Hours Since Last C Check:                                                   

Cycles Since Last C Check:                                                   

(ii) Engines: Position 1 – Life Limited

Parts Status Attached

Manufacturer’s Serial No.:                                                   

1. Total Flight Hours:

2. Total Cycles:                                                   

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3. Flight Hours Since Last Engine Refurbishment:                                                   

4. Cycles Since Last Engine Refurbishment:                                                   

Position 2 – Life Limited Parts Status attached.

Manufacturer’s Serial No.:                                                   

5. Total Flight Hours:                                                   

6. Total Cycles:                                                   

7. Flight Hours Since Last Engine Refurbishment:                                                   

8. Cycles Since Last Engine Refurbishment:                                                   

(iii) Landing Gear:

Left Main

Manufacturer’s Serial No.:                                                   

Manufacturer’s Part No.:                                                   

1. Total Flight Hours Since Overhaul:                                                   

2. Total Cycles Since Overhaul:                                                   

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3. Date of Last Overhaul:                                                   

Right Main

Manufacturer’s Serial No.:                                                   

Manufacturer’s Part No.:                                                   

4. Total Flight Hours Since Overhaul:                                                   

5. Total Cycles Since Overhaul:                                                   

6. Date of Last Overhaul:                                                    

Nose

Manufacturer’s Serial No.:                                                   

Manufacturer’s Part No.:                                                   

4. Total Flight Hours Since Overhaul:                                                   

5. Total Cycles Since Overhaul:                                                   

6. Date of Last Overhaul:                                                   

(iv) APU:

Type:                                                   

Manufacturer’s Serial No.:                                                   

1. Total                     APU Hours Since Last Overhaul:                                                   

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D. Interior Configuration:

(i) Seating:

(ii) Lavatories:

(iii) Galleys:

(iv) Freight positions:

E. All other Items of Equipment and other property, tangible and intangible, delivered by Lessor to Lessee.

Fuel:                       kgs.

2. Confirmation of Undertakings

The Lessor confirms that on                       the above referenced Aircraft was duly returned by the Lessee and accepted by the Lessor in accordance with and subject to the provisions of the Lease.

This Certificate of Redelivery is executed and delivered without prejudice to the rights and obligations of the parties under the Lease that, by their terms, expressly survive the termination, cancellation or expiration thereof.

Annex 1 - Engine LLPs

Annex 2 - Loose Equipment and Accessories

Annex 3 - Aircraft Documents and Technical Records

Annex 4 - Aircraft Status – Avionics Inventory

Annex 5 - Discrepancy List

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IN WITNESS WHEREOF, Lessor and Lessee have caused this Certificate of Redelivery to be executed in their names, by their duly authorized officer(s) or representative(s), pursuant to due corporate authority, all as of the date written in Paragraph 1 above.

UMB BANK, NATIONAL ASSOCIATION, not in its individual capacity but, solely as owner trustee, as Lessor

By:

Name:

Title:

GLOBAL CROSSING AIRLINES, INC.

as Lessee

By:

Name:

Title:

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