POLICY OF SALE AND PURCHASE OF AN AIRCRAFT

On one part: Mr. Antonio Pérez Ramírez, with Spanish I.D. number __________________, of legal age, of Spanish nationality, in the name and on behalf of AVIACIÓN RC II, A.I.E., with registered address at Avenida de Cantabria s/n, Edificio Amazonia, Second Floor, Boadilla del Monte 28660, Madrid, Spain. Incorporated by virtue of a Public deed granted before the Notary of Madrid, Mr. Gonzalo Sauca Polanco, on November 5, 2010, with number 5.884 of his public records, registered in the Commercial Registry of Madrid, at volume 28288, page 40, Sheet number M-509490, registration 1^st. With Taxpayee´s Identification Code __________________ (the "Seller").

Mr. Pérez acts as joint and several Director on behalf of the Seller by virtue of his appointment in the shareholders´ meeting on 4 February 2013, by means of which he was designated for an indefinite term to hold the company's representation in or out of trial.

He declares that the corporate purpose is, among others, the exploitation of all type of aircrafts by renting and leasing them, with or without option to purchase, for their subsequent lease to the clients of the partners of the AIE or of their group.

He further states that with respect to Law 10/2010, of 28 April, 2010, on Money Laundering and Terrorist Financing Prevention, there is no need to identify the ultimate ownership of the AIE, as the parent Company of the AIE is a credit institution, in accordance with article 9 of said Law.

And on the other hand: Mr. Álvaro Sainz Ruiz, with Spanish I.D. number ___________________, of legal age, of Spanish nationality, in the name and on behalf of ACY SN 19002 Limited, a company incorporated under the Laws of England, with address for these purposes in 16 Old Bailey, London EC4M 7EG. With Company's Tax Code to operate in Spain _____________(the "Buyer").

Mr. Álvaro Sainz Ruiz acts as attorney of the Buyer by virtue of the special power granted by Mr. Barry Norman Fredirick Mills, on 27 July 2016, before the Notary of London, Martin Anthony Charlton, duly apostilled, a photocopy of which is attached hereto as Annex A.

He declares that the corporate purpose is, among others, general commercial purposes.

With respect to article 4 of the Law 10/2010, of 28 April, 2010, on Money Laundering and Terrorist Financing Prevention, he refers to the special power referred above and attached as Annex A.

I.

The Seller is the owner of an aircraft as more particularly described below (the "Aircraft"), which title, registration details, encumbrances and main characteristics are (to the extent registered in the Registry of Moveable Assets) also described in the simple information note issued by the Registry of Moveable Assets of Madrid, copy of which (together with a copy of the certificate of registration in the Civil Aircraft Registry (registro de matrícula de aeronaves civiles) is attached as Annex I:

Aircraft CRJ-1000 manufactured by Bombardier Inc, with manufacturer's serial number 19002, with two engines model GE CF34-8C5 with serial numbers 194897 and 194896, and an auxiliary power unit P-724. The Aircraft is registered in Spain with registration mark EC-LJR.

Title: It is property of the Seller by virtue of a policy of agreement of transfer of title of an aircraft entered into by the Seller and Lico Leasing S.A.U. E.F.C. ("Lico") on 20 December 2012 and a bill of sale entered into by Lico dated 19  December 2012.

Encumbrances: the Aircraft has no registered liens or encumbrances other than the Operating Lease referred below. Additionally, the Aircraft is also encumbered by a mortgage granted under English law by the Seller in favour of Export Development Canada ("EDC") on 17 December 2010, which content the Buyer acknowledges.

II.

That the Aircraft is currently on lease to Air Nostrum Líneas Aéreas del Mediterráneo S.A. (the "Lessee") pursuant to an operating lease agreement entered into by the Seller and the Lessee dated 16 December 2010, as amended prior to the date hereof (the "Operating Lease"), which lease is duly registered in the Registry of Movable Assets of Madrid. Simultaneously with the acquisition of the Aircraft by the Buyer, the rights and obligations under the Operating Lease shall be novated to the Buyer pursuant to a deed of novation and restatement entered into by the Seller, the Lessee and the Buyer on or about the date hereof, by virtue of which the Operating Lease shall also be amended and restated (the "Deed of Novation").

III.	That the Buyer is willing to purchase, and the Seller is willing to sell, the Aircraft and therefore agree to enter into this sale and purchase agreement (the "Agreement" or the "Policy"), pursuant to the terms and conditions contained in the following

Pursuant to the terms and conditions of this Policy and, in particular, subject to the fulfilment of each of the Conditions Precedent on or before the Drop Dead Date, the Seller agrees to sell and transfer to the Buyer, who agrees to buy and acquire, the Aircraft (together with its landing gear, avionics, systems, appliances, accessories, components, parts, furnishings and other equipment belonging to the Seller in respect of the Aircraft (whether or not installed in the Aircraft)) and the Aircraft Documents.

The Parties have agreed that the price payable by the Buyer for the Aircraft is the amount of USD 16,005,627.25 (the "Purchase Price"). The Purchase Price shall be paid and applied, free from any withholdings or retentions, as follows:

The Parties hereby instruct the Notary not to deliver this Policy to the Parties until the notarial diligence mentioned in (b) above is included. Should the Seller not appear before the Notary within three (3) Business Days from the Drop Dead Date in order to provide the aforementioned evidence, the Parties hereby instruct the Notary to provide attestation of that and to produce copy of the Policy to the Parties with such attestation.

On the Closing Date, the Seller and the Buyer shall produce a bill of sale in the form of Annex II (the "Bill of Sale") attesting transfer of title to the Aircraft. Pursuant to Article 1463 of the Spanish Civil Code, not being the Aircraft in the possession of the Seller (but of the Lessee pursuant to the Operating Lease) on the Closing Date, the Parties agree that delivery of the Aircraft and transfer of title shall occur by the sole execution of the Bill of Sale by the Seller and its acknowledgement by the Buyer.

On the Closing Date the Aircraft shall be located in Spain.

The Aircraft and each Part thereof is being sold and delivered "as is" and "where is", and without any representation, warranty or guarantee of the Seller (other than any representation or warranty expressly made by the Seller in the Bill of Sale) express or implied of any kind, arising by law or otherwise. The Buyer expressly acknowledges that, before the date of this Agreement, it has inspected the Aircraft (to the extent that it has considered necessary or appropriate) and that it has found it acceptable in all respects and that, provided that each of the Conditions Precedent has been satisfied or waived, nothing occurring on the Aircraft from the date hereof to the Closing Date shall impede or modify the obligations of the Parties under this Agreement or affect the transfer of title as set forth herein and in the Bill of Sale.

Accordingly the Buyer agrees that the Aircraft and each Part thereof is to be sold and purchased in an as is, where is condition as at the effective time on the Closing Date and no term, condition, warranty, representation or covenant of any kind has been accepted, made or is given by the Seller (other than any representation or warranty expressly made by the Seller in accordance with the Bill of Sale or any other Relevant Document to which the Seller is a party) or its servants or agents in respect of the airworthiness, value, quality, durability, condition, design, appearance, operation, description, safety, merchantability 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), as to the completeness or condition of any Aircraft Documents or the Operative Documents, or as to the absence of any infringement of any patent, copyright, design, or other proprietary rights. Pursuant to Article 1475 and 1485 of the Spanish Civil Code the Parties agree that all terms, conditions, warranties and representations (or obligation or liability arising in relation thereof) in relation to any of those matters, expressed or implied, statutory or otherwise, are expressly excluded (other than any representation or warranty expressly made by the Seller in accordance with the Bill of Sale or any other Relevant Document to which the Seller is a party).

6. ENCUMBRANCES. LEASES

6.1.

At the time of the transfer of title to the Aircraft in accordance with Clause 4, the Aircraft shall be free from any Security Interest other than any Permitted Liens and the mortgage created in favour of EDC and referred in Recital I above that shall be discharged immediately thereafter. The Buyer expressly waives any right or action against the Seller due to the existence of any Permitted Lien.

6.2.

The Buyer hereby acknowledges that it has been given the opportunity to review the content of all of the Operative Documents and that is has done so satisfactorily to the extent that it has considered relevant. For that reason, the Buyer hereby expressly waives its right to bring any action or claim against the Seller for anything agreed in any of the Operative Documents.

6.3.

In particular, the Buyer hereby acknowledges the existence and content of the Operating Lease. The Buyer hereby declares that it intends to amend and restate the Operating Lease and hereby renounces to any declaration, representation or warranty to be made by the Seller in respect of the Operating Lease, save to the extent expressly reflected in the Deed of Novation.

7.	CONDITIONS FOR TRANSFER.

Transfer of title to the Aircraft is subject to the following conditions having occurred on or before the Drop Dead Date, save if waived by both parties on or before the Drop Dead Date:

Subject to below, on the same date when the last of the conditions mentioned above (other than those which depends on the non-occurrence of a situation on the Closing Date, which shall be considered fulfilled if the relevant situation has not occurred on the date when the rest of the conditions are also fulfilled) the Parties shall execute the Bill of Sale. The date when the Bill of Sale is executed (and, accordingly, title transfer occurs) shall be the "Closing Date".

The Parties hereby commit to collaborate in order that the Conditions Precedent are met, and therefore the Closing Date occurs, within the shortest reasonable term from the date hereof.

8.1.

All amounts payable by the Buyer to the Seller under this Agreement shall be paid without any deductions or withholdings on account of tax of any nature unless such deduction or withholding is required by law. If the Buyer is legally obliged to make any deduction or withhold any amount on account of any tax in relation to any payment to be made under this Agreement, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding the amount received and retained by the Seller will equal the full amount that the Seller would have received had no the deduction or withholding being required. The Buyer shall pay to the relevant authorities the amount thus deducted or withheld within the period prescribed by applicable law, and shall provide evidence to the Seller of such payment in the manner customarily applicable for those purposes.

If the Seller receives (including without limitation by means of compensation) any amount from the tax authorities on account of the amount deducted, it shall return to the Buyer (in an amount which maintains the Seller in a no worse position as if the deduction or withholding tax would have not been made and, in any case, up to the amount deducted or withheld) the amount thus received.

8.2.

The Buyer shall pay to the Seller the Purchase Price together with, if applicable, any corresponding value added tax or any other similar tax accrued thereon, if any. Should the Buyer become liable for the payment of any taxes vis a vis any tax or administrative authorities on occasion of the sale, the Buyer undertakes to fulfil the relevant obligations before the corresponding authorities.

8.3.

Any notarial fees or any other registration taxes (including stamp duty) arising out of the execution of this Policy or the registration of the Bill of Sale in the relevant Spanish registries (including its translation into Spanish to the extent required) shall be borne by the Buyer. Any other costs or expenses (including legal fees) shall be borne by the Party for whose benefit or under whose order the services, in respect of which such costs are incurred, are provided. Any other costs or expenses (including legal fees of advisors of EDC or the Lessee in accordance with the approved budget) in relation to the transactions contemplated in this Agreement shall be borne by the Buyer, (or another entity as agreed in a side letter of even date herewith).

Any notice or communication under this Policy shall be sent to the following addresses:

The Parties agree to register the transfer of title occurring under the Policy and the Bill of Sale in the Registry of Movable Assets and in the Civil Aircraft Registry, upon the fulfilment of the Conditions Precedent and the execution of the Bill of Sale.

The Parties undertake to cooperate as necessary in order to obtain the registration of title transfer in both registries and to grant and execute any documents which may be necessary to achieve such title transfer.

11. LEGISLATION AND JURISDICTION

11.1 This Policy shall be governed by Spanish Law.

11.2	The Parties, expressly waiving any other forum to which they may be entitled, hereby agree to submit any disputes arising in relation to this Policy (including without limitation any non-contractual claims in relation thereto) to the Courts of the city of Madrid.

Madrid, 4 August 2016

____________________

AVIACIÓN RCII, A.I.E.

______________________

ACY SN 19002 LIMITED

By this Bill of Sale, Aviación RCII AIE (the "Seller") confirms that the Seller has received payment in full of the purchase price for the aircraft, engines, equipment and documents more particularly specified below and the Seller hereby transfers and hereby conveys to ACY SN 19002 Limited (the "Buyer") in Spain on _____________________ at ________ a.m./p.m. (Madrid time) full legal and beneficial title to:

(1)	one (1) Bombardier CRJ-1000 aircraft bearing manufacturer's serial number 19002 and Spanish registration mark EC – LJR;

(2)	two (2) General Electric Company (Model: CF34-8C5) engines bearing manufacturer's serial numbers 194897 and 194896;

(3)	all equipment, accessories and parts belonging to, installed in or appurtenant to such aircraft or engines; and

(4) the Aircraft Documents,

(hereinafter collectively the "Aircraft"),

free and clear of any Security Interests other than Permitted Liens (each such term as defined in a policy for sale and transfer of the Aircraft entered into by the Seller and the Buyer on the date hereof before the Notary of Madrid Mr. Andrés de la Fuente O'Connor), and hereby warrants to the Buyer and its successors, transferees and assignees that it has transferred to the Buyer such title to the Aircraft free of any Security Interests (other than Permitted Liens).

This Bill of Sale and any non-contractual obligations arising from or in connection with it shall be governed by and construed in accordance with the laws of Spain.

IN WITNESS whereof, the Seller has caused this Bill of Sale to be duly executed this ______ day of  ______ 2016.

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On behalf of AVIACIÓN RCII AIE

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On behalf of ACY SN 19002 LIMITED