Engine Sale and Purchase Agreement, dated November 2, 2018, by and between Contrail Aviation Support, LLC and WWTAI AIROPCO II DAC

Exhibit 10.1

EXECUTION VERSION

ENGINE SALE AND

PURCHASE AGREEMENT

Dated as of November 2, 2018

between

CONTRAIL AVIATION SUPPORT, LLC

as Seller

WWTAI AIROPCO II DAC

as Buyer

for

One (1) Used CFM International, Inc. model CFM56-7B26 Engine

Manufacturer’s Serial Number 874776

TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

Exhibits and Attachment

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ENGINE SALE AND PURCHASE AGREEMENT

THIS ENGINE SALE AND PURCHASE AGREEMENT (“Agreement”) is entered into as of November 2, 2018 between CONTRAIL AVIATION SUPPORT, LLC (“Seller”) and WWTAI AIROPCO II DAC (“Buyer”).

RECITALS

WHEREAS, subject to the terms and conditions of this Agreement, Seller desires to sell and assign to Buyer and Buyer desires to purchase from Seller the Purchased Assets (as defined below) (but excluding the Excluded Assets) and Buyer is willing to assume the Assumed Liabilities (as defined below) (but excluding the Existing Obligations).

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, Buyer and Seller hereby agree as follows:

Section 1. Definitions and Construction.

1.1 Defined Terms. The following terms, when capitalized as below, shall have the following meanings when used in this Agreement:

“Adjusted Purchase Price” means an amount equal to:

“Assumed Liabilities” means all duties, liabilities and obligations of Seller pursuant to the Operative Documents, but excluding the Existing Obligations.

“Basic Purchase Price” means                                                                                                          * ($                      )*.

“Basic Rent” means the “Lease Rate” as defined in the Lease Agreement.

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“Business Day” means a day, other than a Saturday or a Sunday, on which banks are open for business in New York, New York, U.S.A.

“Buyer Agreements” shall have the meaning ascribed to such term in Section 6.2(a).

“Buyer Indemnitee” means Buyer and its affiliates and its and their respective members, managers, officers, directors, employees, agents, representatives, successors and assigns.

“Cape Town Treaty” means, collectively, the official English language text of the Convention of International Interests in Mobile Equipment and the Protocol to the Convention on International Interests in Mobile Equipment on Matters specific to Aircraft Equipment each adopted on November 16, 2001 at a diplomatic conference in Cape Town, South Africa.

“Claims” shall have the meaning given to such term in Section 4.2.

“Delivery” shall have the meaning given to such term in Section 2.1.

“Delivery Date” means on or prior to November 2, 2018, or such later date as may be agreed by the parties in writing.

“Delivery Location” shall have the meaning given to such term in Section 2.3.

“Deposit” means                                                                       * Dollars ($                      )*.

“Dollars” and the sign “$” means the lawful currency of the United States of America.

“Economic Closing Date” means August 1, 2018.

“Engine” means one (1) CFM International, Inc. model CFM56-7B26 engine bearing manufacturer’s serial number 874776, together with all Engine Documents.

“Event of Default” shall have the meaning ascribed to such term in the Lease Agreement.

“Event of Loss” shall have the meaning ascribed to the term “Loss Event” in the Lease Agreement.

“Engine Documents” means the current manuals and data, all inspection, modification and overhaul records required to be maintained under applicable rules and regulations, all records of any third party which has made any modifications to or refurbishments of the Engine or any part of any thereof, and any other technical documents that pertain to the Engine, in each case, to the extent such documents are (a) in Seller’s possession or (b) Seller holds title to such documents or otherwise is entitled to receive possession of such documents at the expiration of the Lease Agreement pursuant to the terms thereof.

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“Excluded Assets” means any right, title and interest of Seller in and to each and every indemnity, liability insurance or other similar payment under any Operative Documents, solely to the extent that such indemnities, liability insurance and other similar payments relate to or arise out of events occurring or circumstances existing prior to the Delivery Date. “Excluded Assets” shall not include, however, any payment of rent, return compensation, hull insurance or similar payments under or pursuant to any Operative Documents (or any indemnification payments relating directly thereto) paid after Delivery, whether or not related to the periods prior to, at or after the Delivery Date.

“Existing Obligations” shall mean (a) any and all duties, liabilities and obligations of Seller under any Operative Documents relating to periods prior to the Delivery (whether or not asserted or assessed), (b) any obligation of performance which was to have been performed by Seller on or prior to the Delivery Date, or (c) any duties, liabilities or obligations of Seller under any Operative Documents not disclosed to Buyer by Seller.

“Final Delivery Date” means November 2, 2018, or such later date as may be agreed by the parties in writing.

“Government Entity” means any (a) nation, state, county, city, town, village, district, or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign, or other government; (c) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal); (d) multinational organization or body; or (e) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, regulatory, or taxing authority or power of any nature.

“Interest Adjustment Amount” or “IAA” means an amount equal to:

IAA = (PP x   *%) x (D/365)

where :

PP is the Basic Purchase Price;

D is the total number of days elapsed from and after the Economic Closing Date to but excluding the Delivery Date,

provided that if the Delivery Date occurs prior to the Economic Closing Date, the Interest Adjustment Amount shall be zero.

“Lease Agreement” means the Lease Agreement more specifically described in Exhibit B.

“Lease Assignment” means the assignment, assumption and amendment agreement, dated as of the Delivery Date, among Seller, Buyer and Lessee, in form and substance reasonably satisfactory to Seller and Buyer.

“Lessee” means Blue Air Aviation SA (formerly known as Blue Air - Airline Management Solutions SRL).

“Lessor” means Seller.

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“Lien” means liens, security interests, mortgages, encumbrances, rights of first offer, and rights of first refusal.

“Notice” shall have the meaning given to such term in Section 8.1.

“Operative Documents” shall mean the Lease Agreement and any other document as more specifically described in Exhibit B.

“Person” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Government Entity or other entity of whatever nature.

“Post-Delivery Rent Adjustment Amount” means an amount equal to Basic Rent received by the Lessor from the Lessee under the Lease Agreement that relates to any period from and after the Delivery Date.

“Purchased Assets” means all of Seller’s right, title and interest in the Engine and the Operative Documents to which Seller is a party, but excluding the Excluded Assets.

“Rent Adjustment Amount” means an amount equal to all Basic Rent that is actually received by Seller from and after the Economic Closing Date to (and including) the Delivery Date provided that if the Delivery Date occurs prior to the Economic Closing Date, the Rent Adjustment Amount shall be zero.

“Sales Taxes” shall have the meaning given to such term in Section 4. I.

“Seller Agreements” shall have the meaning ascribed to such term in Section 6.1(a).

“Seller Indemnitee” means Seller and its affiliates and its and their respective affiliates, members, managers, officers, directors, employees, agents, representatives, successors and assigns.

“Supplemental Rent” shall have the meaning ascribed to such term in the Lease Agreement.

“Taxes” means and includes all present and future income, gains, sales, stamp, documentary, use and other taxes, duties, imposts, levies, deductions, charges and withholdings whatsoever and also includes all fines, penalties and interest in connection therewith (and any payments made in respect thereof) and the terms “Tax” and “Taxation” shall be construed accordingly.

“Transfer Documents” means this Agreement, the Warranty Bill of Sale, the Lease Assignment and any other agreements, documents, certificates and instruments relating hereto and thereto.

“Warranties” means any and all warranties and/or indemnities given by the manufacturer or any other person in relation to the Engine or any part thereof, in each case to the extent subsisting and capable of assignment.

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“Warranty Bill of Sale” means a bill of sale in the form of Exhibit A.

1.2 Construction. Any agreement referred to in this Section 1 means such agreement as from time to time modified, supplemented and amended in accordance with its terms. References to sections, exhibits and the like refer to those in or attached to this Agreement unless otherwise specified. “Including” means “including but not limited to” and “herein”, “hereof”, hereunder”, etc. mean in, of, or under, etc. this Agreement (and not merely in, of, under, etc. the section or provision where that reference appears).

Section 2. Sale and Assignment. Subject to the provisions of this Agreement Seller agrees to sell the Purchased Assets to the Buyer and Buyer agrees to purchase the Purchased Assets from the Seller on the Delivery Date in an “as is, where is” condition with all faults.

2.1 Delivery; Purchase and Assumption. (a) Subject to the terms and conditions of this Agreement, Seller agrees to sell, assign and transfer to Buyer and Buyer agrees to purchase the Purchased Assets from the Seller on the Delivery Date in an “as is, where is” condition with all faults. The closing of the purchase and sale of the Purchased Assets (the “Delivery”) shall take place as soon as possible after satisfaction (or waiver) of the conditions set forth in Section 3.

(b) Subject to the terms and conditions of this Agreement, upon the Delivery, Buyer shall with respect to the Purchased Assets (i) assume the Assumed Liabilities (except as described below related to the Purchased Assets) and (ii) confirm that it shall be deemed a party to each Operative Document to which Seller is a party, and agrees to be bound by all the terms and conditions of each thereof except as otherwise provided in any Transfer Document and consented thereto by the relevant party to such Operative Document and to undertake all of the obligations of Seller contained in such Operative Documents to which Seller is a party as though originally named therein, to the extent of the right, title or interest being conveyed hereby; provided, that Seller shall remain liable for Existing Obligations and the duties, liabilities and obligations of Seller relating to Excluded Assets. Except as otherwise expressly provided herein, the assumption contemplated hereby shall release Seller from duties, liabilities and obligations under the Operative Documents to which Seller is a party in respect of the Purchased Assets.

In furtherance, and not in limitation, of the immediately preceding paragraph, Seller shall, following receipt of the Adjusted Purchase Price, execute and deliver on the Delivery Date, the Warranty Bill of Sale evidencing the sale of the Purchased Assets.

(c) On the Delivery Date, Seller, Buyer and Lessee shall enter into the Lease Assignment for the Purchased Assets; and each shall execute and deliver the Lease Assignment and all other relevant Transfer Documents as appropriate.

2.2 Deposit; Adjusted Purchase Price.

(a) Within five (5) Business Days of the execution of this Agreement, Buyer shall pay to Seller the Deposit. The Deposit shall be refundable to Buyer (without interest) upon the occurrence of any of the following: (i) Seller fails to tender the Engine on or before the Final Delivery Date, provided Buyer is not in breach of this Agreement, and subject to Section 5.1; (ii) the Engine suffers an Event of Loss prior to the Delivery; (iii) Delivery does not occur as a

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result of Seller failing to meet any condition in Section 3.1, provided such failure is not caused by Buyer’s act or omission; or (iv) this Agreement is terminated in accordance with Section 5.2 hereof. In the event that the Deposit is required to be refunded to Buyer, Seller shall promptly refund the Deposit to Buyer and Seller may not set-off any amounts against the Deposit. In the event that Delivery of the Engine does not occur on the Delivery Date as a result of Buyer’s breach of this Agreement, Seller shall retain the Deposit as liquidated damages for loss of a bargain and not as a penalty and Seller hereby agrees the retention of the Deposit shall be Seller’s sole and exclusive remedy for Buyer’s breach and Seller further releases and forever discharges Buyer from any other claims, demands and liabilities of any kind arising out of or related to this Agreement.

(b) On or prior to Delivery, and in any event prior to the delivery of the Warranty Bill of Sale, payment of the Adjusted Purchase Price less the Deposit already paid shall be made in immediately available funds by wire transfer to:

or to such other account as Seller may specify in writing to Buyer on or prior to the date upon which such amount is due and payable.

Upon execution of this Agreement, Seller will remove the Purchased Assets from the market and shall cease any negotiations to sell the Purchased Assets to any third parties, unless and until this Agreement becomes null and void.

2.3 Place of Delivery and Delivery. Delivery of the Purchased Assets shall occur on the Delivery Date in such a location as Buyer and Seller shall mutually agree upon to ensure that no Taxes will be imposed upon Seller, Buyer or the Purchased Assets as a result of the transfer of title to the Purchased Assets while the Purchased Assets are located in such jurisdiction, other than any Taxes which Seller or Buyer may agree in writing to bear (“Delivery Location”).

2.4 Title and Risk of Loss. Upon the execution and delivery of the Warranty Bill of Sale, title and risk of loss with respect to the Purchased Assets shall pass to Buyer.

2.5 Warranties. Seller hereby assigns absolutely to the Buyer, but with effect from Delivery, and to the extent assignable, all of the Seller’s right, title and interest in and to the Warranties and agrees that it will shall take commercially reasonable steps as the Buyer may require (acting reasonably) in relation to such assignment.

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Section 3. Delivery Conditions.

3.1 Conditions to Buyer’s Obligations. Buyer’s obligation to buy the Purchased Assets shall be subject to the satisfaction of, or waiver by Buyer of, the following conditions:

(a) Buyer shall have received executed counterpart signatures of Seller to each relevant Transfer Document to which Buyer is a party;

(b) Seller shall have tendered delivery of the Purchased Assets to Buyer at the Delivery Location;

(c) receipt by Buyer of the fully executed Warranty Bill of Sale;

(d) receipt by Buyer of a non-incident statement with respect to the Engine, covering the period up to Delivery in form and substance reasonably satisfactory to Buyer;

(e) the Engine shall be in the condition required by the Lease Agreement. The Operative Documents shall be substantially the same (without any amendment or modifications of any kind unless accepted by Buyer in its sole discretion) as when Buyer completed its inspection of the Operative Documents;

(f) the Operative Documents shall be in full force and effect and Buyer shall have received true, complete and original copies of such documents;

(g) Seller shall have complied with all requirements of Seller under the Operative Documents to which it is a party for transfer of the Purchased Assets, including obtaining any necessary consents from Lessee;

(h) there shall have been no Event of Loss or event, which with the giving of notice, the passage of time or both, would result in the occurrence of an Event of Loss, with respect to the Engine;

(i) Buyer shall have completed a satisfactory title and lien search of the Purchased Assets and the Operative Documents evidencing compliance with the terms of this Agreement;

(j) receipt by Buyer of certificates from Lessee’s insurance broker evidencing compliance with the insurance provisions of the Lease;

(k) receipt by Buyer from Seller of all documentation required in connection with Buyer’s “know your customer” procedures;

(I) Buyer shall be satisfied that Seller (or any of its affiliates) is not: (i) a target of U.S., European Union, United Kingdom, or other economic, financial or trade sanctions in force from time to time; (ii) named, identified or described on any blocked persons list, specially designated nationals list, prohibited persons list, or other official list of restricted persons with whom U.S., European Union or United Kingdom persons, or persons otherwise subject to the jurisdiction of the U.S., the European Union or the United Kingdom may not

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conduct business, including, but not limited to, restricted party lists published or maintained by (A) U.S. Treasury Department’s Office of Foreign Assets Control, (B) the U.S. Department of Commerce, (C) the U.S. Department of State, (D) the European Union or (E) Her Majesty’s Treasury of the United Kingdom; or (iii) owned or controlled by, or an actor on behalf of, any person described in clauses (i) or (ii); and

(m) each of the representations and warranties of the Seller contained herein shall be true and correct in all material respects as of Delivery (except to the extent that such representations and warranties relate solely to an earlier date, in which case they shall be true in all material respects as of such earlier date).

3.2 Conditions to Sellers Obligations. Seller’s obligation to sell the Purchased Assets shall be subject to the satisfaction or waiver by Seller of the following conditions:

(a) Seller shall have received executed counterpart signatures of Buyer to each relevant Transfer Document to which Buyer is a party;

(b) the Buyer shall have paid the Adjusted Purchase Price in the manner specified in Section 2;

(c) Seller shall be satisfied that Buyer (or any of its affiliates) is not: (i) a target of U.S., European Union, United Kingdom, or other economic, financial or trade sanctions in force from time to time; (ii) named, identified or described on any blocked persons list, specially designated nationals list, prohibited persons list, or other official list of restricted persons with whom U.S., European Union or United Kingdom persons, or persons otherwise subject to the jurisdiction of the U.S., the European Union or the United Kingdom may not conduct business, including, but not limited to, restricted party lists published or maintained by (A) U.S. Treasury Department’s Office of Foreign Assets Control, (B) the U.S. Department of Commerce, (C) the U.S. Department of State, (D) the European Union or (E) Her Majesty’s Treasury of the United Kingdom; or (iii) owned or controlled by, or an actor on behalf of, any person described in clauses (i) or (ii); and

(d) each of the representations and warranties of the Buyer contained herein shall be true and correct in all material respects as of Delivery (except to the extent that such representations and warranties relate solely to an earlier date, in which case they shall be true in all material respects as of such earlier date).

Section 4. Taxes and Indemnities.

4.1 Sales Taxes. Buyer and Seller shall cooperate with each other in all reasonable respects to lawfully mitigate or eliminate the imposition of any sales, use, excise, stamp, transfer, value added, gross receipts or any other taxes, duties, fees or charges (collectively, “Sales Taxes”) that may be imposed on Seller, Buyer or the Purchased Assets by any Government Entity in any jurisdiction as a result of the sale or purchase of the Purchased Assets under this Agreement. The Adjusted Purchase Price does not include the amount of any Sales Taxes that may be imposed by any Government Entity in any jurisdiction as a result of the sale of the Purchased Assets under this Agreement. Buyer shall be solely responsible for and promptly pay when due, and will on demand indemnify and hold harmless each Seller lndemnitee on a full

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indemnity, after-tax basis from and against, all Sales Taxes, and all penalties, fines, additions to tax and interest thereon, which may be levied by any Government Entity in any jurisdiction as a result of or in connection with the sale of the Purchased Assets with regard to any time period at or following Delivery, excluding such taxes based upon Seller Indemnitees’ annual income.

4.2 Buyer Indemnity. Buyer agrees to indemnify, defend, save and hold harmless each Seller Indemnitee, in full and on demand from and against any and all losses, liabilities, actions, proceedings, penalties, fines, judgments, damages, fees, costs, expenses, claims, obligations, or other liabilities (“Claims”) which may be alleged or incurred by a Seller lndemnitee (regardless of when same are suffered or incurred): (a) arising directly or indirectly out of or in any way connected with the purchase, registration, performance, transportation, management, sale, inspection, testing, delivery, leasing, replacement, removal or redelivery, condition, ownership, manufacture, design, maintenance, service, repair, overhaul, improvement, modification or alteration, possession, control, use, operation or other activity of the Purchased Assets by Buyer or relating to loss or destruction of or damage to any property, or death or injury to any person caused by, relating to or arising from or out of (in each case whether directly or indirectly) any of the foregoing matters, or whether it arises out of or is attributable to any act or omission or otherwise of Buyer and in respect of or to the extent attributable to the period from and after Delivery or (b) as a result of the breach by Buyer of any of its obligations, representations or warranties hereunder or any documents entered into in connection therewith or (c) for taxes in any jurisdiction, including interest and penalties thereon, imposed on or in connection with the Purchased Assets and which are imposed with regard to the time period after Delivery (but excluding Delivery);

Provided that the indemnities from the Buyer contained in this Section 4.2 shall not extend to any Claims to the extent that such Claims:

(i) arise out of any act, omission, event or circumstance occurring in respect of the Purchased Assets before Delivery;

(ii) are caused by the willful misconduct or gross negligence of any of the Seller Indemnitees; or

(iii) are the result of a failure by Seller to comply with any of its obligations under this Agreement or any representation or warranty of Seller contained in this Agreement not being true and correct.

4.3 Seller Indemnity. Seller agrees to indemnify, defend, save and hold harmless each Buyer lndemnitee from and against any and all Claims which may be alleged or incurred by a Buyer Indemnitee (regardless of when same are suffered or incurred): (a) arising directly or indirectly out of or in any way connected with the purchase, registration, performance, transportation, management, sale, inspection, testing, delivery, leasing, replacement, removal or redelivery , condition, ownership, manufacture, design, maintenance, service, repair, overhaul, improvement, modification or alteration, possession, control, use, operation or other activity of the Purchased Assets by Seller or relating to loss or destruction of or damage to any property, or death or injury to any person caused by, relating to or arising from or out of (in each case whether directly or indirectly) any of the foregoing matters, or whether it arises out of or is

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attributable to any act or omission or otherwise of Seller and in respect of or to the extent attributable to the period prior to Delivery (but excluding Delivery); or (b) as a result of the breach by Seller of any of its obligations, representations or warranties hereunder or any documents entered into in connection therewith; or (c) for taxes in any jurisdiction, including interest and penalties thereon, imposed on or in connection with the Purchased Assets and which are imposed with regard to the time period prior to Delivery (but excluding Delivery);

Provided that the indemnities from the Seller contained in this Section 4.3 shall not extend to any Claims to the extent that such Claims:

(i) arise out of any act, omission, event or circumstance occurring in respect of the Purchased Assets after Delivery;

(ii) are caused by the willful misconduct or gross negligence of any of the Buyer Indemnitees; or

(iii) are the result of a failure by Buyer to comply with any of its obligations under this Agreement or any representation or warranty of Buyer contained in this Agreement not being true and correct.

Any payment or indemnity made under this provision by either party shall include any amount necessary to hold the Seller Indemnitee (or Buyer Indemnitee, as the case may be) harmless on an after-tax basis from all withholding taxes and other taxes, fees and other charges required to be paid with respect to such payment or indemnity under all applicable laws. Each party shall give prompt written notice to the other party of any liability for which it is, or may be, liable under this provision; provided, however, failure to give such notice will not terminate any of the rights of such indemnitee hereunder. Notwithstanding anything to the contrary in this Agreement, absent fraud, the parties agree that the indemnification set forth in this Section 4 shall be the sole and exclusive remedy for breaches of the representations, warranties, covenants and agreements described herein.

4.4 Survival. The parties further agree and confirm that their obligations and agreements with respect to indemnification set forth herein shall survive the execution and delivery of this Agreement and the payment of the Adjusted Purchase Price for the Purchased Assets hereunder.

Section 5. Excusable Delay; Termination.

5.1 Excusable Delay. Neither party hereto shall be responsible for, nor be deemed to be in default or breach of, this Agreement as a result of any delay in Delivery due to injunction against sale or any causes beyond its control and not occasioned by its negligence or willful misconduct, including, but not limited to, acts of God or the public enemy, acts of government, civil wars, insurrection or riots, fires, floods, explosions, earthquakes or other casualties, strikes or labor troubles causing cessation, slowdown or interruption of work. Any party failing to perform its obligations under this Agreement as a result of an event described in this Section 5 shall use commercially reasonable efforts to perform its obligations hereunder.

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5.2 Termination. If for any reason, completion of the sale and purchase of the Engine shall not have taken place by the Final Delivery Date, then the Seller’s obligation to sell and the Buyer’s obligation to purchase the Engine shall automatically terminate on the Final Delivery Date, whereupon neither the Seller nor the Buyer shall have any further rights, obligations or liabilities (other than any accrued rights, obligations and liabilities under any of Section 6 (Representations and Warranties), Section 8.I l (Expenses) or 8.4 (Broker’s Commissions)) under this Agreement in respect of the Engine subject to Section 2.2(a) (Deposit ) and Section 8.12 (Confidentiality). For avoidance of doubt, under such circumstances, the parties’ respective rights and obligations with respect to the return or retention of the Deposit shall be governed by Section 2.2(a) above.

Section 6. Representations and Warranties.

6.1 Representations and Warranties of Seller. Seller hereby makes the following representations at execution and delivery of this Agreement, and at Delivery:

(a) Organization, Etc. Seller is duly formed and validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to own, participate in or hold under lease its properties and enter into and perform its obligations under this Agreement and the other Transfer Documents to which Seller is a party (collectively, the “Seller Agreements” for Seller).

(b) Authorization. Seller has taken, or caused to be taken, all necessary company action (including, without I imitation, the obtaining of any consent or approval of any of its members or any managers required by its operating agreement) to authorize the execution and delivery of this Agreement and each of the Seller Agreements and the performance of its obligations hereunder and thereunder.

(c) No Violation. The execution and delivery by Seller of this Agreement, the performance by Seller of its obligations hereunder, and the consummation by Seller on the date hereof and on the Delivery Date of the transactions contemplated hereby, do not and will not (i) violate or contravene any provision of any certificate of formation or other charter documents of Seller, (ii) violate or contravene any law applicable to or binding on Seller, or (iii) violate, contravene or constitute any default under, or result in the creation of any Lien under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, lease, loan or other material agreement, instrument or document to which Seller is a party or by which Seller or any of their respective properties is or may be bound or affected.

(d) Approvals. The execution and delivery by Seller of this Agreement and the Seller Agreements, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller on the date hereof or on the Delivery Date, as the case may be, of the transactions contemplated hereby or thereby do not and will not require the consent, approval or authorization of, or the giving of notice to, or the registration with, or the recording or filing of any documents with, or the taking of any other action in respect of, (a) any trustee or other holder of any debt of Seller, (b) any Government Entity, or (c) any other party to an Operative Document except such as have been obtained or effected on or before the Delivery Date and except for filings, if any, made pursuant to any routine recording or regulatory requirements applicable to it; provided, however, that the parties acknowledge that consummation of the transactions contemplated hereunder remain contingent upon Lessee’s approval of an assignment and assumption agreement and cooperation in connection therewith.

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(e) Valid and Binding Agreements. This Agreement has, and the Seller Agreements have been or will be duly authorized, executed and delivered by Seller and, assuming the due authorization, execution and delivery by the other party or parties thereto, this Agreement and the Seller Agreements constitute the legal, valid and binding obligations of Seller and are enforceable against Seller in accordance with the respective terms thereof, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting the rights of creditors generally and general principles of equity, whether considered in a proceeding at law or in equity.

(f) Title. Upon delivery of the Warranty Bill of Sale by Seller to Buyer, Seller shall transfer full good and marketable legal and beneficial title to the Purchased Assets to Buyer free and clear of all Liens.

(g) Litigation. There are no pending or, to the actual knowledge of Seller, threatened actions or proceedings against Seller before any court, administrative agency or tribunal, which, if determined adversely to Seller, would materially adversely affect the ability of Seller to perform its obligations under this Agreement or the Seller Agreements.

(h) Event of Default. Except with respect to the non-payment by Lessee of any Lease Fees that were due in September and October 2018, there exists no Event of Default under any of the Operative Documents and, to Seller’s knowledge, no event exists which with the passage of time of the giving of notice or both would be an Event of Default. Seller is not in default with respect to any of its obligations under any Operative Document, nor, to the knowledge of Seller, does any condition exist, the existence of which, upon the giving of notice or the lapse of time or both, would constitute such a default.

(i) Liens. Seller has not previously sold, assigned, encumbered, transferred or conveyed the Purchased Assets, and, except as contemplated hereby, has no obligation to sell, assign, encumber, transfer or convey, any of its right, title or interest in, to or under the Purchased Assets.

(j) Operative Documents. Except for the Operative Documents set forth on Exhibit B, there are no other documents or agreements relating to the Purchased Assets, the subject matter of the Operative Documents or the transactions contemplated thereby that affect or would affect any right, title, interest or privilege in the Purchased Assets or bind or result in any liability or obligation of Buyer after the Delivery Date. Seller has not given its consent to change, nor has it waived, any term or provision of any Operative Documents, including, without limitation, with respect to the amount or time of any payment. Seller has complied with, and has performed, all obligations required to be complied with or performed by it under the Operative Documents and Seller has not breached any of its representations, warranties, obligations, agreements or covenants under any of the Operative Documents. Exhibit B sets forth a true, complete and correct list of all the Operative Documents, and Seller has provided true, complete and correct copies of each such Operative Document to Buyer prior to the date hereof. Except as

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described on Exhibit B: (i) each Operative Document to is in full force and effect and Seller has not received any notice that any other Person or party to any Operative Document has challenged or asserted that any Operative Document is in any manner unenforceable; (ii) there has been no other amendment or modification of or supplement to any of the Operative Documents; (iii) Seller has not taken any action to terminate or given any notice of default under any Operative Document; and (iv) no other party to any Operative Document has taken any action to terminate, has threatened to terminate or has given any notice of default of or under any Operative Document.

(k) Compliance. Seller has complied with all requirements of Seller contained in the relevant Operative Documents to permit Seller to transfer such Purchased Assets to Buyer. Seller has not engaged in any acts or conduct or made any omissions that would result in Buyer receiving fewer payments or distributions or receive less favorable treatment than Buyer would otherwise be entitled to receive under such Operative Documents.

(l) Indemnity Payments. Seller has not made any claims for indemnity or right to receive indemnity payments from Lessee under any of the Operative Documents, which have not been paid in full or resolved to the satisfaction of Seller as of the Delivery Date.

(m) Basic Rent. No Basic Rent or other amount that is payable under any Operative Document on any date subsequent to the Economic Closing Date has been prepaid, has been waived, has been compromised or has been forgiven.

(n) Claims and Disputes. No claims or disputes are pending by Seller against Lessee, or by Lessee against Seller, under or in respect of any Operative Document.

(o) Maintenance Contributions. Seller has not received any requests or claims by Lessee for reimbursement of any expense relating to any qualifying maintenance expenditure or for any airworthiness directive (or other mandatory modification) under any Operative Document, and Seller has not made any commitments to reimburse or compensate Lessee, including with respect to Lessee’s obligations to accomplish airworthiness directives or other maintenance, repairs or modifications to the Engine or any part thereof.

(p) No Subleasing. The Engine is currently in the possession of and operated by Lessee and Seller has not consented to Lessee’s subleasing of the Engine or otherwise parting with control of the Engine or agreed with Lessee to do any of the foregoing (except as otherwise set forth in the Lease Agreement).

(q) No Event of Loss. To Seller’s Knowledge, no Event of Loss or, to the knowledge of Seller, event, which with the giving of notice, the passage of time or both, would result in the occurrence of an Event of Loss, with respect to the Engine.

(r) Solvency. Seller is solvent and not subject to any bankruptcy proceedings.

13

[Engine Sale and Purchase Agreement]

6.2 Representations and Warranties of Buyer. Buyer hereby makes the following representations at execution and delivery of this Agreement, and at Delivery:

(a) Organization, Etc. Buyer is validly existing and in good standing under the laws of the jurisdiction of its formation and has the power and authority to own, participate in or hold under lease its properties and to enter into and perform its obligations under this Agreement and the Transfer Documents to which Buyer is a party (collectively, the “Buyer Agreements”).

(b) Authorization. Buyer has taken, or caused to be taken, all necessary company action (including, without limitation, the obtaining of any consent or approval of any of its members required by its operating agreement) to authorize the execution and delivery of this Agreement and each of the Buyer Agreements and the performance of its obligations hereunder and thereunder.

(c) No Violation. The execution and delivery by Buyer of this Agreement and the Buyer Agreements, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer on the date hereof and on the Delivery Date of the transactions contemplated hereby and thereby, do not and will not (a) violate or contravene any provision of the constitutive documents, bylaws or operating agreement of Buyer, (b) violate or contravene any law applicable to or binding on the Buyer or (c) violate, contravene or constitute any default under, or result in the creation of any lien, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, lease, loan or other material agreement, instrument or document to which Buyer is a party or by which Buyer or any of its properties is or may be bound or affected.

(d) Approvals. The execution and delivery by Buyer of this Agreement and the Buyer Agreements, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer on the date hereof and on the Delivery Date, as the case may be, of the transactions contemplated hereby and thereby do not and will not require the consent, approval or authorization of, or the giving of notice to, or the registration with, or the recording or filing of any documents with, or the taking of any other action in respect of, (a) any trustee or other holder of any debt of Buyer and (b) any Government Entity, other than the filings made in connection with the Delivery.

(e) Valid and Binding Agreement. This Agreement has been, and the Seller Agreements have been or will be, duly authorized, executed and delivered by Buyer and, assuming the due authorization, execution and delivery by the other party or parties thereto, this Agreement constitutes the legal, valid and binding obligations of Buyer and is or will be enforceable against Buyer in accordance with the respective terms thereof, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting the rights of creditors generally and general principles of equity, whether considered in a proceeding at law or in equity.

14

[Engine Sale and Purchase Agreement]

6.3 Limitation of Warranties and Agreements. THE ENGINE, THE PARTS THEREOF, AND ANY OTHER THING DELIVERED, SOLD OR TRANSFERRED HEREUNDER ARE BEING SOLD AND TRANSFERRED TO BUYER AND ACCEPTED BY BUYER HEREUNDER “AS IS, WHERE IS,” WITH ALL FAULTS. BUYER UNCONDITIONALLY AGREES THAT AS BETWEEN BUYER AND SELLER THE ENGINE AND EACH PART THEREOF IS TO BE SOLD AND PURCHASED IN “AS IS WHERE IS’’, WITH ALL FAULTS AS AT THE DELIVERY DATE, AND NO WARRANTY, REPRESENTATION OR COVENANT OF ANY KIND HAS BEEN ACCEPTED, OR IS GIVEN BY SELLER OR ITS SERVANTS OR AGENTS IN RESPECT OF THE AIRWORTHINESS, VALUE, QUALITY DURABILITY, CONDITION, DESIGN, OPERATION, DESCRIPTION, OR FITNESS FOR USE OR PURPOSE OF THE ENGINE 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 THE ENGINE RECORDS, OR AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT COPYRIGHT, DESIGN OR OTHER PROPRIETARY RIGHTS; 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.

Section 7. Payments. After the Delivery Date, Seller hereby covenants and agrees to promptly pay over to Buyer pursuant to the payment instructions provided by Buyer, if and when received, any amounts paid to or for the benefit of Seller on and after the Delivery Date, and related to the period on or after the Economic Closing Date, and until so paid over any such amounts received by Seller shall be received and held by Seller in trust for Buyer. After the Delivery Date, Buyer hereby covenants and agrees to promptly pay over to Seller, pursuant to the payment instructions set forth in Section 2, if and when received, any amounts paid to or for the benefit of Buyer that constitute Excluded Assets, and until so paid over any such amounts received by Buyer shall be received and held by Buyer in trust for Seller.

Section 8. Miscellaneous.

8.1 Notices. Every notice, request, demand or other communication (collectively, “Notice”) under this Agreement shall:

(a) be in writing delivered personally or by prepaid courier or other similar services or by electronic mail;

(b) be deemed to have been received, in the case of an e-mail upon the earlier of (i) confirmation of receipt of such e-mail by the addressee; or (ii) on the fifth day after sending, provided the sender thereof has not received actual notice of failed delivery, and, in the case of a Notice delivered personally or by courier service, when delivered (provided that if delivery is tendered but refused, such Notice shall be deemed effective upon such tender); and

(c) be sent:

to Seller at:

CONTRAIL AVIATION SUPPORT, LLC

435 Investment Court

Verona, WI 53593

E-mail: ***@***

Attention: Joseph G. Kuhn

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[Engine Sale and Purchase Agreement]

Boardman & Clark LLP

One South Pinckney, Suite 410

Madison, W I 53703

E-mail: ***@***

Attention: Frank C. Sutherland

to Buyer at:

WWTAI AirOpCo IIDAC

c/o FIG LLC

1345 Avenue of the Americas, 45th Floor

New York, NY 10105

E-mail: ***@***

Attention: Joe Adams

with a copy to:

Vedder Price P.C.

222 N. LaSalle Street

Chicago, IL 60601

E-mail: ***@***

Attention: Robert J. Hankes, Esq.

or to such other address or facsimile number as is notified by one party to the other party under this Agreement.

(d) Seller hereby covenants and agrees promptly to forward to Buyer any notice Seller receives from any party to any Operative Document (other than Buyer) pursuant to and in accordance with this Agreement. Buyer hereby covenants and agrees promptly to forward to Seller any notice Buyer receives from any party to any Operative Document (other than Seller) with respect to Excluded Assets pursuant to and in accordance with this Agreement.

8.2 Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party hereto.

8.3 Headings. All headings in this Agreement are for convenience only, and are not a substantive part of this Agreement.

8.4 Brokers’ Commissions.

(a) Buyer represents that it has not engaged any agent or broker entitled to any compensation as a result of the transactions contemplated by this Agreement. Buyer agrees to indemnify each Seller Indemnitee from and against all claims, demands, liabilities, damages, losses and judgments (including reasonable attorneys’ fees, consultants’ fees and court costs) which arise out of Buyer’s actions with respect to agents or brokers.

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[Engine Sale and Purchase Agreement]

(b) Seller represents that it has not engaged any agent or broker entitled to any compensation as a result of the transactions contemplated by this Agreement. Seller agrees to indemnify each Buyer Indemnitee from and against all claims, demands, liabilities, damages, losses and judgments (including reasonable attorneys’ fees, consultants’ fees and court costs) which arise out of Seller’s actions with respect to agents or brokers.

8.5 Survival of Representations, Warranties and Indemnities. Each of the representations, warranties and indemnities of the parties hereto shall survive the execution and delivery of this Agreement and the Delivery of the Purchased Assets.

8.6 Governing Law; Jurisdiction.

(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, U.S.A. APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE WITHOUT REGARD FOR CONFLICT OF LAW PRINCIPLES (OTHER THAN THE PROVISIONS OF SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

(b) The parties agree that the federal and state courts located in New York, New York (in the Borough of Manhattan) are to have exclusive jurisdiction to settle any disputes in connection with this Agreement and the other documents related hereto and submit to the jurisdiction of such courts in connection with this Agreement and the other documents related hereto.

(c) Each party hereto:

(i) waives objection to such courts on grounds of inconvenient forum, venue or otherwise as regards proceedings in connection with this Agreement and other documents related hereto; and

(ii) agrees that (subject to permitted appeals) a judgment or order of such a court in connection with this Agreement or the other documents related hereto is conclusive and binding on it and may be enforced against them in the courts of any other jurisdiction.

8.7 Entire Agreement. This Agreement shall constitute the entire agreement between the parties with respect to the transactions contemplated herein, supersede any prior or contemporaneous agreements, whether oral or in writing, between the parties, and this Agreement shall not in any manner be supplemented, amended or modified except by a writing executed on behalf of the parties by their authorized representatives. This Agreement shall not be interpreted or construed against any party to this Agreement because that party or attorney for that party drafted the Agreement or participated in the drafting of this Agreement, and the parties expressly waive any law, common law or court decision to the contrary.

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[Engine Sale and Purchase Agreement]

8.8 Waiver. The waiver of performance of any term of this Agreement in a particular instance shall not constitute a waiver of any subsequent breach or preclude either party from thereafter demanding performance thereof according to the provisions hereof.

8.9 Unenforceability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction.

8.10 Counterparts; Signatures. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but both of which together will constitute one and the same agreement, and which shall be sufficiently evidenced by any one of such original counterparts. A facsimile or PDF copy signature on any counterpart hereto will be deemed an original for all purposes.

8.11 Expenses. Except as otherwise expressly provided herein, each party shall be responsible for and shall pay the costs and expenses incurred by it in connection with the negotiation and drafting of this Agreement and the consummation of the transactions contemplated hereby, including attorneys’ fees and expenses and technical, inspection and/or appraisal costs.

8.12 Confidentiality. The parties each acknowledge that the commercial and financial information contained in this Agreement is considered confidential. The parties each agree that it will treat the contents and subject matter of this Agreement as confidential and will not, without the prior written consent of the other, disclose this Agreement or the subject matter hereof to any third party except to their respective affiliates and its and their respective employees, officers, directors, managers, partners, members, professional advisors, potential financing sources, insurance brokers, auditors and or other agents (“Representatives”), as may be required by applicable law or rule or regulation of any stock exchange, or as may be required to enforce the terms of this Agreement. Upon disclosure required by any applicable law, rule or regulation, such disclosing party shall use its commercially reasonable efforts to secure confidential treatment from all recipients of such confidential information and shall cooperate with the efforts of the other party to ensure such treatment; provided that this sentence shall not apply where such disclosure makes the previously confidential information publicly available. Each party shall inform its Representatives that it expects them to comply with the provisions of this Section 8.12 and each party shall be responsible for any breach of the provisions of this Section 8.12 by any of its Representatives.

8.13 No Third Party Beneficiaries. Except as provided in Section 4 hereof, no third party is intended to benefit from, nor may any third party seek to enforce any of the provisions of, this Agreement.

8.14 Limitation of Damages. No party will in any event be liable to any other party for any indirect, special, consequential or punitive damages arising out of any breach or otherwise in respect of this Agreement or the subject matter hereof, except, for the avoidance of doubt, to the extent the indemnification provisions hereunder require an indemnity in respect of such damages which are recoverable by a person not a party hereto against a Seller Indemnitee or a Buyer Indemnitee, it being understood that this provision shall not limit or expand the scope or content of such indemnification provisions.

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[Engine Sale and Purchase Agreement]

8.15 Cape Town Convention. Once legal title to the Purchased Assets has duly passed to Buyer pursuant to the Warranty Bill of Sale, Seller, at its cost, will consent to the registration at the International Registry (as defined in the Cape Town Convention) of a contract of sale registration with respect to the Warranty Bill of Sale.

[Signature page follows.]

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[Engine Sale and Purchase Agreement]

IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of the date first above written.

[Engine Sale and Purchase Agreement]

IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of the date first above written.

WARRANTY BILL OF SALE

November 2, 2018

CONTRAIL AVIATION SUPPORT, LLC (“Seller”) owns full legal and beneficial title to the used CFM International, Inc. model CFM56-7B26 Engine bearing manufacturer’s serial number 874776, as more particularly described in the Purchase Agreement (the “Engine”).

For good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Seller hereby sells, grants, transfers and delivers to WWTAI AIROPCO II DAC (“Buyer”), full legal and beneficial title and interest in and to the Engine.

This Warranty Bill of Sale is delivered pursuant to the Engine Sale and Purchase Agreement, dated as of November 2, 2018 (the “Purchase Agreement”), between Seller and Buyer.

The undersigned hereby warrants to Buyer (and Buyer’s successors and assigns) that Seller conveys to Buyer full good and marketable legal and beneficial title to the Engine, free and clear of all Liens (as defined in the Purchase Agreement) and that Seller shall warrant and defend such title against any claims and demands; provided, that the Engine is otherwise conveyed “AS IS”, “WHERE IS” AND “WITH ALL FAULTS” AND (EXCEPT AS PREVIOUSLY PROVIDED IN THIS PARAGRAPH OR IN SECTION 6.l(f) OF THE PURCHASE AGREEMENT) WITHOUT REPRESENTATION OR WARRANTY OF ANY TYPE OR KIND, EXPRESS OR IMPLIED, WITH RESPECT THERETO (INCLUDING, WITHOUT LIMITATION, AS TO CONDITION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE) and is subject to each and every disclaimer contained in the Purchase Agreement.

THIS WARRANTY BILL OF SALE IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, U.S.A. APPUCABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHlN SUCH STATE WITHOUT REGARD FOR CONFLICT OF LAW PRlNClPLES (OTHER THAN THE PROVISIONS OF SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

[Signature page follows.]

[Warranty Bill of Sale (ESN 874776)]

IN WITNESS WHEREOF, Seller has caused this Warranty Bill of Sale to be executed in its name as of the date first written above.

[Engine Sale and Purchase Agreement]

EXHIBIT B

OPERATIVE DOCUMENTS

I. Engine Lease Agreement dated as of January 10, 2018 between Seller as existing lessor and Lessee;

2. Delivery Acceptance Certificate dated February 13, 2018 between Seller as existing lessor and Lessee; and

3. Delivery Receipt dated February 22, 2018 as executed on behalf of Lessee.

Exhibit B

Page I

EXECUTION COPY

ENGINE LEASE AGREEMENT

BETWEEN

CONTRAIL AVIATION SUPPORT, LLC,

as Lessor

and

BLUE AIR,

as Lessee

One (1) CFM International, Inc. Model CFMS6-7B26 Aircraft Engine

Bearing Manufacturer’s Serial Number 874776

TABLE OF CONTENTS

SCHEDULES

ii

This ENGINE LEASE AGREEMENT (“Lease”), dated as of January 10, 2018, is entered between:

CONTRAIL AVIATION SUPPORT, LLC, a limited liability company organized and existing under the laws of the State of North Carolina, United States of America, with its principal place of business at 435 Investment Court, Verona, Wisconsin 53593, as lessor (“Lessor”); and

BLUE AIR, a company duly organized and existing under with the laws of Romania, and having its principal place of business at 42-44 Sos. Bucuresti-Ploiesti, Bucarest 1, Romania, Banasea Business & Technology Park, Building A, 3rd Floor, as lessee (“Lessee”) (both Lessor and Lessee individually referred to as a “Party” and collectively referred to as the “Parties”).

Recitals

Whereas, the Lessor owns the Engine (hereinafter defined);

Whereas, Lessor and Lessee are willing to enter into this Lease for the leasing of the Engine by Lessee from Lessor; and

for the consideration hereinafter set out, IT IS HEREBY AGREED:

The Lessor agrees to lease the following engine, capable of operation at 26,300 pounds thrust at Delivery, together with full QEC, and with FAA 8130-3 certification and EASA Form 1, and copies of all related technical records in English in Lessor’s possession and related engine transportation stand (collectively, the “Engine”) to the Lessee, and the Lessee agrees to lease the Engine from the Lessor, upon the terms set out in this Lease.

“AACR” means Autoritalea Aeronautica Civila Romana.

“Delivery” means the delivery of the Engine by Lessor to Lessee in accordance with this Lease and which shall be evidenced by execution and delivery of the Delivery Receipt;

“Delivery Acceptance Certificate” means the Delivery Acceptance Certificate in the form of Schedule 2 of the Lease;

“Delivery Date” means the date of the Engine is delivered to Lessee as recorded in the Delivery Receipt;

“Delivery Location” means the facilities of Aircraft Inspection & Management LLC located at 2481 W. Poppy Avenue, Tucson, Arizona 85705, United States of America;

“Delivery Receipt” means the Delivery Receipt to be dated the date of Delivery in the form of Schedule 1 of the Lease;

“Inspection” means a physical inspection of the Engine and a review of Engine records;

“Inspection Deadline” means no later than the later of fifteen calendar (15) days following the Delivery Date and 5 (five) calendar days after the Engine is received at the Lessee’s facility if Lessee has shipped the engine to its facility within fifteen (15) calendar days after the Delivery Date;

“Lease Commencement Date” means January 15, 2018;

“Lease End Date” means the earlier of (i) the thirty sixth monthly anniversary of the Lease Commencement Date and (ii) the date on which the Engine is returned to Lessor at the Redelivery Location due to the earlier of:

                                                                                                                                                                                                                                                      *

                                                                                                                                                                                                                                                      *

                                                                                                                                                                                                                                                      *

                                                                                                                                                                                                                                                      *

                                                                                                                                                                                                                                                      *

                                                                                                                                                                                                                                                      *

5

                                                                                                                                                                                                                                                      *

                                                                                                                                                                                                                                                      *

                                                                                                                                                                                                                                                      *

                                                                                                                                                                                                                                                      *

                                                                                                                                                                                                                                                      *

                                                                                                                                                                                                                                                      *

                                                                                                                                                                                                                                                      *

                                                                                                                                                                                                                                                      *

                                                                                                                                                                                                                   *

“Redelivery Acceptance Certificate” means the Redelivery Acceptance Certificate in the form of Schedule 11 of the Lease;

“Redelivery Location” means the facilities of Aircraft Inspection & Management LLC located at 2481 W. Poppy Avenue, Tucson, Arizona 85705, United States of America, or subject to clause 18.1, such other location as designated by Lessor; and

“Rent Commencement Date” means the Delivery Date;

6

7

8

This Agreement shall be subject to all United States of America (“United States” or “U.S.”) laws and regulations now or hereafter applicable to the subject matter of this Agreement, including, but not limited to, applicable export control provisions of Title 50 of the United States Code (50 USC App. 2401 et seq.). Lessee will comply in all respects with all laws, ordinances, rules, regulations and orders of all governmental authorities applicable to the installation, operation and maintenance of Engine. Lessee will not cause or permit the Engine to be flown or transported to any airport or country if so doing would cause Lessor to be in violation of any law, rule, regulation or decree of the United States, the European Union, or any other country or

6

political sub-division thereof or trans-national body having jurisdiction over Lessee or Lessor or the Engine or any airframe upon which the Engine may, from time to time, be installed upon. To this effect, Lessee acknowledges that the Engine may be subject to export control laws of the United States and Lessee shall not (without limiting the provisions of Section 17 of this Lease) assign this lease or further lease or sublease the Engine to any person that is (i) subject to U.S., European Union, United Kingdom multilateral or other economic or trade sanctions currently in force; (ii) owned or controlled by, or acting on behalf of, any person that is subject to U.S., European Union, or United Kingdom multilateral economic or trade sanctions currently in force, (iii) named, identified or described on any blocked persons list, designated nationals list, prohibited persons list, or other official list of persons with whom U.S. or United Kingdom persons may not conduct business, including, but not limited to, lists published or maintained by OFAC, (B) the U.S. Department of Commerce, or (C) the U.S. Department of State.

7

8

margin will result from such repair. In the event a reasonable margin at 26,300 lbs. thrust cannot be achieved, and therefore the Lease terminates, then the Lessee shall still perform the on-wing repair (as defined as borescope blending, but does not include module removals) in order to meet the redelivery conditions and issue an EASA Form 1 tag for serviceability at 26,300 lbs. of thrust.

9

10

Lessee will not make any modifications or alterations to the Engine without Lessor’s prior written consent.

In the event of actual or constructive total loss or destruction of the Engine or damage thereto beyond economic repair after Delivery and during the Lease Term (including any event which results in an insurance settlement on the basis of a total loss or a constructive or compromised constructive loss), or the loss of possession or detention of the Engine for more than thirty (30) days by reason of seizure, requisition (including requisition of title of the Engine by or on authority of any governmental entity or by any creditor of Lessee), theft, disappearance, or otherwise (the “Loss Event”), Lessee will immediately notify Lessor and any Lender thereof. In the event of such a Loss Event, Lessee shall upon the earlier of 90 days after the date of such Loss Event and the date of receipt of the insurance proceeds pay Lessor (or Lender, if any) the Agreed Value, together with all other payments owing hereunder through the date of such payment of the Agreed Value and the Lease will terminate upon payment of all such amounts at which point Lessee shall have no further obligations regarding the Lease Rate and Supplemental Rent. Lessor shall subsequently transfer title to the Engine to Lessee, subject to the rights of affected insurance companies. “Agreed Value” shall have the meaning ascribed to such term as set forth in Schedule 5.

This Lease is a net lease. Lessee’s obligations to pay all charges herein are absolute and unconditional and Lessee will not be entitled to any abatement, reduction of, or set off against, the Lease Rate, Supplemental Rent or other payments due to Lessor under any circumstances or for any reason whatsoever.

11

EACH INDIVIDUALLY, AN “INDEMNITEE”) HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, (INCLUDING, WITHOUT LIMITATION, LIABILITIES ARISING OUT OF THE DOCTRINE OF STRICT LIABILITY), OBLIGATIONS, CLAIMS, PENALTIES, FINES, LIENS, DEMANDS, ACTIONS, SUITS, JUDGEMENTS, COSTS, EXPENSES AND DISBURSEMENTS, DAMAGES, AND LOSSES (INCLUDING WITHOUT LIMITATION ALL REASONABLE LEGAL FEES AND EXPENSES, COSTS OF INVESTIGATION AND OTHER EXPENSES IN CONNECTION THEREWITH OR INCIDENT THERETO) OF WHATEVER KIND AND NATURE WHICH MAY BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST ANY OF THE INDEMNITEES IN ANY WAY RELATING TO OR ARISING OUT OF THIS LEASE, INCLUDING BUT NOT LIMITED TO THE LOSS OR DESTRUCTION OF OR DAMAGE TO ANY PROPERTY OR DEATH OR INJURY OF OR OTHER LOSS OF WHATSOEVER NATURE SUFFERED BY ANY PARTY (INCLUDING WITHOUT LIMITATION LESSEE’S EMPLOYEES), AND FOR LOSS OF OR DAMAGE TO OR DELAY IN THE DELIVERY OF ANY PROPERTY WHATSOEVER (INCLUDING WITHOUT LIMITATION ANY AIRCRAFT ON WHICH ANY ENGINE MAY BE INSTALLED AND LOSS OF USE THEREOF) (COLLECTIVELY, THE “CLAIMS”), IN ANY MANNER CAUSED BY, ARISING OUT OF OR RELATED TO OR IN ANY WAY CONNECTED WITH (IN EACH CASE WHETHER DIRECTLY OR INDIRECTLY) THE DESIGN, MANUFACTURE, TESTING, DELIVERY, IMPORT, EXPORT, LEASING, STORAGE, TRANSPORTATION, INSTALLATION, REMOVAL, INSURANCE, OPERATION, MAINTENANCE, REPAIR, CONDITION, SERVICE, OVERHAUL, MODIFICATION, CHANGE, ALTERATION, USE, CONTROL, POSSESSION, DETACHMENT, DISPOSAL OR REDELIVERY OF THE ENGINE OCCURRING OR ARISING FROM THE PERIOD DURING WHICH THE ENGINE IS LEASED TO LESSEE UNDER THIS LEASE, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS ARISING OUT OF VIOLATIONS OF LAW AND ANY CLAIM FOR PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT OTHER THAN ANY SUCH CLAIM ARISING THROUGH THE MANUFACTURE OF THE ENGINE.

NONE OF THE INDEMNITEES SHALL BE LIABLE TO LESSEE OR ANY OTHER PARTY, WHETHER IN CONTRACT OR IN TORT FOR ANY UNAVAILABILITY, LOSS OF USE OR SERVICE, LOSS OR DELAY IN CONNECTION WITH THE ENGINE WHATSOEVER, WHETHER ON BOARD A HOST AIRCRAFT OR ELSEWHERE AND IRRESPECTIVE OF WHETHER SUCH OCCURRENCE ARISES DUE TO ANY ACT OR OMISSION OF LESSOR EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNITEE WHILE THE ENGINE WAS IN LESSEE’S CONTROL, OR PRIOR TO THE COMMENCEMENT OF THIS AGREEMENT.

12

12.2. Quiet Enjoyment. Provided no Event of Default has occurred and such event is continuing hereunder, Lessor covenants that neither Lessor nor any of their respective directors, officers, employees, agents or representatives nor any person lawfully claiming through any of them will interfere with Lessee’s quiet, peaceful use and enjoyment of the Engine. Subject to the provisions of this Lease, nothing shall be construed to limit Lessee’s rights and remedies in the event of Lessor’s breach of its covenant of quiet enjoyment set forth in Section 12.2 or to limit the Lessee’s rights and remedies to pursue in a court of Law any claim it may have against Lessor or any other person. [NOTE: Lessor’s breach of the covenant of quiet enjoyment does not give Lessee the right to stop paying rent or exercise any right of offset or any other right or remedy to which it may be entitled in violation of the “net lease” provisions of Section 4.5.]

13

Neither Party, with the exception of any payments due hereunder, will be liable for failure to perform or any delays in performance hereunder to the exception of any payments due hereunder due to acts of God, the public enemy, war or warlike operations, insurrection or riots, floods, explosions, fires, earthquakes, any governmental act, failure of transportation, strike or other labor disputes, acts or omissions of the other Party or any other cause beyond such Party’s control.

14

15

Dollars ($              )*, such payment may be payable directly to Lessor. Each such policy shall be primary without right of contribution from any other insurance which may be carried by Lessor and/or the Additional Insured, and shall expressly provide that all of the provisions thereof shall operate in the same manner as if there were a separate policy covering each insured, provided any such policies shall not operate to increase the insurer’s limit of liability. All such Insurances shall include the terms of the Airline Finance/Lease Contract Endorsement - AVN67B (or such replacement for AVN67B as in the future may be generally recognized in the aviation insurance market or shall be acceptable to Lessor and any Lender), and also in respect of liabilities the other Indemnitees, as additional insureds and the “Contract Parties” under such Insurances, and shall otherwise be acceptable to Lessor and any Lender, including without limitation as to the level of self-insured risk.

16

“The reinsurers hereby 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 Lease, such claim is to be paid to the person named as sole loss payee under the primary insurances, the reinsurers shall in lieu of payment to the reassured, its successors in interest and assigns, pay to the person named as sole loss payee under the primary insurances effected by the assured that portion of any loss due for which the reinsurers would otherwise be liable to pay the reassured (subject to proof of loss), it being understood and agreed that any such payment by the reinsurers shall (to the extent of such payment) fully discharge and release the reinsurers from any and all further liability in connection therewith. Any payment due under this Clause shall not contravene any law, statute or decree of the Government of Lessee’s jurisdiction”; and

17

In this Lease the following terms have the following meanings: “Cape Town Convention” means, collectively, the official English language text of (i) the Convention on International Interests in Mobile Equipment, adopted on November 16, 2001, at a diplomatic conference in Cape Town, South Africa, (ii) the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment, adopted on November 16, 2001, at a diplomatic conference in Cape Town, South Africa, (iii) all rules and regulations adopted pursuant thereto and as in effect in the United States and (iv) with respect to each of the foregoing described in clauses (i) through (iii), all amendments, supplements and revisions the1eto as in effect in the United States; “state” has the meaning set folth in the Cape Town Convention; and “state in which Lessee is situated” shall be constructed in accordance with the expression “state in which the debtor is situated in” as set out in Article 4 of the Cape Town Convention.

18

19

20

The corresponding MPA and EOL inspection protocols shall be redelivered with the Engine. Lessee will provide Lessor with at least fourteen (14) Business Days advance written notice of such scheduled Engine inspection and test, so that Lessor may have the opportunity to witness same. Should Lessee not inform Lessor in advance of the impending MPA and EOL inspection with at least fourteen (14) days’ notice, and the Lessee elects to perform the scheduled MPA and EOL inspections without Lessor present, Lessor may at its sole discretion disregard the MPA and EOL inspection performed by Lessee and perform a test cell run and corresponding EOL inspection at Lessor’s MRO facility at the cost and risk of Lessee. Further, if the MPA or EOL inspection is delayed more than two (2) days from the date that Lessee scheduled same with Lessor, then Lessee will indemnify Lessor for all costs associated with such delay and reimburse Lessor on demand. In the event that the borescope inspection or the MFA or test cell run identifies any defect in the Engine or any item not being within the manufacturer’s limits as stated in the relevant aircraft maintenance manual (“AMM”), such defect shall be repaired at Lessee’s sole cost and expense provided such defect is not resulting from normal wear and tear.

21

                                                                                                                                                                                                                                    *

                                                                                                                    ;* it is specifically recorded that any reduced inspection interval

                                                                                                                                                                                                                                     *

                                                                                               * per CFM or maintenance manual shall not be considered a cause to deem the Engine to be unserviceable;

23

23

24

25

26

All notices or requests given in connection with this Lease will be given in writing and sent prepaid by certified mail, return receipt requested, by email or facsimile transmission to the addresses listed below unless either Party notifies the other Party of a different address.

For Lessor:

Contrail Aviation Support, LLC

435 Investment Court

Verona, Wisconsin 53593

United States of America

Attention: President

Email: joe(@contrail.com

Telephone: +1 ###-###-####

Facsimile: +1 ###-###-####

27

For Lessee:

Blue Air

42-44 Sos. Bucuresti-Ploiesti

Bucarest I, Romania

Banasea Business & Technology Park

Building A, 3rd Floor

Attention: Gheorghe Racaru - General Director & CEO

Email: ***@***

Telephone: +4 021 208 86 11

Facsimile: +4 021 208 86 28

Lessor may record this Lease with the Department of Transportation, Federal Aviation Administration, FAA Engine Registry, Oklahoma City, Oklahoma and register any international interest relating to the Engine, the Lease, or any Permitted Sublease with the International Registry established by the Cape Town Convention (the “International Registry”). Lessee shall assist Lessor with all necessary filings and registrations to be made thereunder. Upon the termination of the Lease for any reason whatsoever, each of the Parties will execute and deliver to the other Pa1ty promptly such documents as the other Party may reasonably request in order to file a termination of the Lease with the FAA and/or the discharge of any international interest registered with the International Registry.

Lessor and Lessee each represent to the other that it has not involved third parties as brokers or finders with respect to this Lease, and each Party indemnifies the other from liability for fees, commissions, or other intermediary’s claims arising as a result of actions of the indemnifying Party.

28

29

30

Lessee represents and warrants to Lessor with respect to the Lease as follows:

31

Lessor represents and warrants to Lessee with respect to the Lease as follows:

32

Each party hereto (except with the prior written consent of the other party) agrees (i) not to disclose details of this Lease to any third pallies other than its financial and legal advisers, its lenders and/or potential lenders and/or as required by governmental regulations; (ii) to maintain confidentiality of all information exchanged between the parties, including pricing information and other proprietary knowledge, and not to use such for the benefit of any third party; and (iii) such confidentiality shall survive for a period of two (2) years following the expiration or earlier termitlation of this Lease.

33

IN WITNESS WHEREOF, Lessor and Lessee have each caused this Lease to be executed under hand, in each case by their respective duly authorized representatives on the date first above written.

Signature Page

SCHEDULE 1

FORM OF DELIVERY RECEIPT

Pursuant to the Engine Lease Agreement, dated as of January 10, 2018 (“Lease”) between CONTRAIL AVIATION SUPPORT, LLC (“Lessor”) and BLUE AIR (“Lessee”), this Delivery Receipt is delivered, on and as of the date set forth below, by Lessee to Lessor. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Lease.

Lessee hereby confirms to Lessor, its successors and assigns that:

IN WITNESS WHEREOF, Lessee has caused this Delivery Receipt to be executed in its name, by its duly authorized officer(s) or representative(s), pursuant to due corporate authority, all as of the date set forth in Section 1 above.

Schedule 1

SCHEDULE 2

FORM OF DELIVERY ACCEPTANCE CERTIFICATE

Pursuant to the Engine Lease Agreement, dated as of January 10, 2018 (“Lease”) between CONTRAIL AVIATION SUPPORT, LLC (“Lessor”) and BLUE AIR (“Lessee”), this Delivery Acceptance Certificate is delivered, on and as of the date set forth below, by Lessee to Lessor. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Lease.

Schedule 2

[Signature page follows]

Schedule 2

IN WITNESS WHEREOF, Lessee has caused this Delivery Acceptance Certificate to be executed in its name, by its duly authorized officer(s) or representative(s), pursuant to due corporate authority, all as of the date set forth in Section 1 above.

Schedule 2

SCHEDULE 3

FORM OF MONTHLY UTILIZATION REPORT

Telefax to                         or email to                                    

This report must be completed by the Lessee for each calendar month of operation of the Engine before the fifth (5^th) business day of the subsequent month.

REPORT FOR MONTH

[                ], 201     

Schedule 3

SCHEDULE 4

FORM OF NON-INCIDENT STATEMENT

(Please use Company Letterhead)

NON-INCIDENT STATEMENT

This Non-Incident Statement is to certify that the CFM International, Inc. model CFM56-7B26 engine, bearing manufacturer’s serial number 874776, together with all accessories and associated components (collectively, the “Engine”), was operated by BLUE AIR (the “Operator”).

This Non-Incident Statement is provided to Contrail Aviation Support, LLC (“Lessor”) pursuant to that certain Engine Lease Agreement, dated as of January 10, 2018, between Contrail Aviation Support, LLC and Blue Air, as lessee (the “Lease”). Capitalized terms used but not defined herein shall have the respective meanings set forth in the Lease.

During the period of Operator’s operation of the Engine, the Engine was not involved in any accident, incident, or subjected to severe impact, stress, heat or fire and it was not operated by governmental or military entities, nor have any parts of the Engine which have been installed during such period of Operator’s operation of the Engine been acquired from any government, military or unapproved source. The Engine has not been immersed in salt water or otherwise exposed to corrosive agents outside normal operation during such period of Operator’s operation of the Engine.

Dated this [    ] day of [                 ], 201_.

Schedule 4

SCHEDULE 5

FINANCIAL TERMS

[NOTE: THE TERMS OF THIS SCHEDULE 5 ARE CONFIDENTIAL AND CONTAIN COMMERCIALLY SENSITIVE INFORMATION; THIS SCHEDULE 5 MUST BE REMOVED FROM ANY PUBLIC FILING OF THIS LEASE]

Schedule 5

and shall be released without interest no later than two business days after Lessee has redelivered the Engine in accordance with the terms of the Lease, provided Lessee has performed all its obligations under the Lease and no Event of Default has occurred and is continuing. If Lessee fails to comply with any provision of the Lease or any other agreement between Lessor and Lessee, or any Event of Default shall have occurred and is continuing, then in addition to all rights and remedies accorded to Lessor elsewhere in the Lease and applicable law, Lessor may immediately or at any time thereafter, without prior notice to Lessee, apply all or part of Deposit towards the payment or discharge of any matured obligation owed by Lessee under the Lease or any other agreement between Lessor and Lessee, in such order as Lessor sees fit (without such application constituting a cure of such default), and Lessee shall, following a demand in writing from Lessor, immediately restore Deposit to the level at which it stood immediately prior to such exercise.

The rates above are calculated at              *lbs. thrust and are subject to (i) annual escalation at a rate of     *% per annum effective each January 1 during the Lease Term and (ii) review every            *(  )* calendar months during the Lease Term to determine if the Engine is operated at an average derate > 10%. In the event that the Engine is operated during such period at an average derate £ 10%, Lessee shall pay Lessor Supplemental Rent at an increased rate based on the following table:

Schedule 5

and the additional amount of Lessor Supplemental Rent payable by Lessee to Lessor with respect to such             * (  )* month period shall be paid to Lessor by Lessee within fifteen (15) days after the end of such             * (  )* month period.

If the Engine is operated at a different thrust level or if the Engine is not operating in an assumed ICAO operating environment area 1, Lessor reserves the right to charge different rates for that month.

In addition, on each Supplemental Rent Due Date, Lessee shall pay Lessor Supplemental Rent in accordance with a rate per Engine Flight Cycle to be calculated based on the OEM published cost of a complete set of CFM 56-7B LLPs, which rate shall be adjusted annually on January 1 of each year during the Lease Term, for each Engine Flight Cycle accumulated on the Engine for the preceding month.

Schedule 5

SCHEDULE 6

FORM OF ACKNOWLEDGEMENT OF ENGINE OWNERSHIP

A SEPARATE ONE TO BE SIGNED BY EACH OWNER, LESSOR, MORTGAGEE AND

SECURED PARTY OF THE AIRFRAME ON WHICH THE ENGINE IS INSTALLED

Date:   [                ]

Re:   [                ]

Reference is made to the Engine Lease Agreement, dated as of January 10, 2018 (as at any time amended or supplemented, the “Lease”), by and between CONTRAIL AVIATION SUPPORT, LLC (“Lessor”) and BLUE AIR (“Lessee”) pursuant to which the Lessor has agreed to lease to the Lessee one CFM International, Inc. model CFM56-7B26 engine, bearing manufacturer’s serial number 874776, with full QEC (the “Engine”), on the terms and conditions set forth in the Lease.

The undersigned is the [                ] [list those applicable to you: owner/lessor/mortgagee/secured party] of the airframe (the “Airframe”) on which the Engine is installed. The undersigned understands that under the laws of the country where the airframe is registered (“Registration Country”), the laws of the country where the Lessee is certificated (“Certification Country”), and laws of other countries, (i) the mortgagee or owner of an airframe may be deemed to have certain rights to deal with any engine installed on such airframe in order to enforce its rights as mortgagee or owner of such airframe, (ii) liens and encumbrances on an airframe may attach and extend to engines installed on such airframe, and/or (iii) engines installed on an airframe may not be subject to any liens and encumbrances other than those to which such airframe is subject. The undersigned understands that the Engine is owned by the Lessor [to be added if lender involved: and is subject to a first priority security interest in favor of [                ] (the “Lender”)].

The undersigned hereby agrees and acknowledges that, notwithstanding any provision to the contrary of the laws of the Registration Country, the Certification Country or any other law or any agreement including, without limitation, any conditional sales, security or lease agreement with the Lessee, the installation of the Engine on the Airframe shall not affect title to or liens on the Engine. The undersigned agrees that the Lessor is and shall continue to be the owner of the Engine [insert if applicable: and the Engine is and shall continue to be subject to the liens of the Lender]. The undersigned covenants and agrees that it shall not assert, and hereby waives, any claim against the Lessor [insert if applicable: or Lender] in respect of any right, title or interest in the Engine which is inconsistent with the agreements in this instrument. The undersigned covenants and agrees that it shall not seek to enforce any rights against the Engine under any agreement as a result of the Engine being installed on the Airframe. The undersigned hereby disclaims and waives any ownership interest in the Engine and any security interest in the Engine.

Schedule 6

This Acknowledgment is entered into by the undersigned for the benefit of the Lessor [insert if applicable: and Lender, who shall be a third party beneficiary].

This Acknowledgment shall in all respects be governed by, and construed in accordance with, the laws of the State of New York, United States of America, including all matters of construction, validity and performance.

This Acknowledgment is duly signed and dated as of [                ], 20l_.

Schedule 6

SCHEDULE 7

FORM OF ENGINE OPERATIONAL REPORT

(Please use Company Letterhead)

This report must be completed by the operator of the Engine at the time of redelivery or after any Engine removal and certified by its Quality Assurance Manager or equivalent.

(Note: If Engine was installed during operation on various aircraft, a separate list must be completed noting hours and cycles for each installation/aircraft).

This is to certify that Engine type CFM56-7B26 bearing S/N 874776 has been operated at a thrust of 26,300 lbs. and maintained in accordance with the Aircraft Maintenance Manual and any other relevant practices and procedures. Further, no deviations from the manuals and procedures have been accomplished/carried out.