Amendment No. 8 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc

This Amendment No. 8 COM0457-18 to the Purchase Agreement (the "Amendment No. 8") dated as of September 25, 2018 is between Embraer S.A. ("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 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. 8 and the Purchase Agreement, this Amendment No. 8 shall control.

WHEREAS, the Parties have agreed to modify certain items of the Aircraft specific configuration;

WHEREAS, the Parties had agreed to set forth additional agreements in relation to the product support package;

WHEREAS, the Parties have agreed to change the Aircraft Basic Price for Aircraft #16 and on;

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

1.1. The following change shall be made available to the configuration of the Aircraft #17 and on:

1.1.1[***]

1.1.1.a [***].

1.1.1.b [***]

1.1.1.c [***]

1.2. The following change shall be made available to the configuration of the Aircraft #27 and on.

1.2.1 [***].

1.2.1.a [***].

1.2.1.b [***]

1.2.1.c [***]

Item h.1 of the article 2.3.1 h of the Attachment B to the Purchase Agreement is hereby deleted and replaced in its entirety by the following:

[***]

Article 3 of the Purchase Agreement is hereby deleted and replaced in its entirety by the following:

“3. PRICE

3.1 The Aircraft Basic Price, in United States dollars, for each Aircraft is as follows:

3.2 [***]

3.3 [***]

As a result of the change referred to in Article 1 above, Attachments A, B and H to the Purchase Agreement are hereby deleted and replaced in their entirety by Attachments A, B and H to this Amendment No. 8, which shall be deemed to be Attachments A, B and H 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. 8 shall remain in full force and effect without any change.

This Amendment No. 8 may be signed 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. 8 may be signed by facsimile with originals duly signed to follow by an internationally recognized courier.

IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have entered into and executed this Amendment No. 8 to Purchase Agreement 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: _____________________