Amendment No. 2

This Amendment No.24 [COM0518-23] (the "Amendment No.24") dated as of November 22, 2023 is between EMBRAER S.A., a corporation existing under the laws of Brazil, which address and principal place of business is at Avenida Brigadeiro Faria Lima, 2170, prédio F-100, Putim, in the city of São José dos Campos, State of São Paulo, Brazil (“Embraer”) and HORIZON AIR INDUSTRIES, INC. ("Buyer"), collectively referred to herein as the “Parties”, and constitutes an amendment and modification to Purchase Agreement COM0041-16 dated April 11th, 2016 as amended and assigned from time to time (the "Purchase Agreement").

All capitalized terms not otherwise defined herein shall have the same meaning when used herein as provided in the Purchase Agreement and in case of any conflict between this Amendment No. 24 and the Purchase Agreement, this Amendment No. 24 shall control.

WHEREAS, the Parties the Parties have agreed to modify certain items of the specific configuration for Aircraft [ * * * ] and on, as per PMC 012.

NOW, THEREFORE, for good and valuable consideration, which is hereby acknowledged by the Parties, Embraer and Buyer agree as follows:

1.a Buyer has requested, and Embraer has agreed to change the MTOW from [ * * * ] to [ * * * ] for Aircraft [ * * * ] and on, as per PMC 012 duly signed by Buyer on January 19, 2023.

1.b As a consequence of the above mentioned the Aircraft model should be converted from AR version to LR version.

1.c [ * * * ].

1.d [ * * * ].

As a result of the change referred to in Article 1 above, Attachment A to the Purchase Agreement are hereby deleted and replaced in their entirety by Attachments A to this Amendment No.24, which shall be deemed to be Attachment A for all purposes under the Purchase Agreement.

All other provisions and conditions of the referenced Purchase Agreement, as well as its related Attachments and Letter Agreement, which are not specifically modified by this Amendment No. 24 shall remain in full force and effect without any change.

This Amendment No. 24 may be executed by the Parties hereto in any number of separate counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument and all of which when taken together shall constitute one and the same instrument. This Amendment No. 24 may be signed and exchanged by e-mail attaching a copy of the signed Amendment No. 24 in portable document format with originals to follow by an internationally recognized courier, as applicable.

IN WITNESS WHEREOF, Seller and Buyer, by their duly authorized officers, have entered into and executed this Amendment No. 24 to be effective as of the date first written above.

EMBRAER S.A.    HORIZON AIR INDUSTRIES, INC.

    

By: _______________________        By: ________________________

Name:                        Name:

Title:                        Title:

By:________________________         

Name:                        

Title:                        

Place: ______________________     Place: _____________________