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(a)

The initial purchase price for the Aircraft shall be in the amount set forth on Schedule 2 hereto, which is subject to adjustment as set forth below, to calculate the purchase price (“Purchase Price”). The initial purchase price is based on the Aircraft status described in the listing below and is subject to confirmation of engine serviceability and successful completion of the Inspection described in Section 4.

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(b)

Buyer has previously paid to Seller a deposit in the amount of $[ ] and shall pay to Seller the additional amount of $[ ] within five (5) Business Days of the execution of this Agreement (collectively the “Deposit”). The Deposit shall be credited against the Purchase Price at the time of closing or refunded to Buyer in the event of the occurrence of any other deposit return events described below.

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(c)

Seller shall submit a copy of undated and signed Bill of Sale for the Aircraft prior to Delivery, and Buyer shall submit a copy of undated signed Acknowledgement of Delivery for the Aircraft prior to the commencement of the Ferry Flight, to be held in trust by the other party and released at the time of Delivery. The Bill of Sale shall be released to Buyer by Seller, contemporaneously with the release to Seller by Buyer of the Acknowledgment of Delivery, following confirmation of Seller’s receipt of the Purchase Price in cleared funds and satisfaction of any other conditions precedent with respect to the Aircraft. Seller shall deliver the original Bill of Sale to Buyer and Buyer shall deliver the original Acknowledgement of Delivery to Seller within five (5) Business Days upon the Delivery for the Aircraft.

(d)	Prior to the commencement of the Ferry Flight, Buyer shall deliver to Seller an amount equal to the Purchase Price (less the Deposit) (the “Net Purchase Price”) plus all fees in connection with the Ferry Flight, in immediately available funds, by wire transfer to the following account or any other account notified to Buyer by Seller in advance:

(a)

Inspection of Aircraft. Buyer confirms that Buyer has undertaken and completed an initial review of records provided by Seller prior to the date hereof (as identified in emails dated 9/18/2019 sent by Buyer to Seller), and has no objections with respect to and is satisfied with such records. In addition, the Buyer shall have the opportunity to perform inspections of all other Aircraft Documents related to the Aircraft prior to the Ferry Flight referenced in Section 14 below. Buyer’s physical inspections of the Aircraft may include, but are not limited to, a visual inspection of interior and exterior areas of the Aircraft, MPA runs (subject to the provisions regarding MPA runs below) and engine video borescopes conducted in accordance with the AMM, all at its own cost. All inspections subsequent to the initial records inspection referenced above are collectively referred to as the “Inspection”. Buyer’s Inspection shall take place no more than twenty (20) days before Delivery in Kunming, China or another location in China if agreed in writing by the parties.

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(b.)

Delivery Conditions; Title. At the time of Delivery, the Aircraft shall meet the requirements set forth in Addendum A (save as otherwise waived by Buyer or settled by a commitment letter or any similar documents among inter alia, Seller and Buyer). The Aircraft shall otherwise be delivered in “as-is, where-is” condition, except that all engines must be in serviceable condition in accordance with AMM limits and performance degradation commensurate with cycles operated since last shop visit. With respect to title, Seller shall deliver title to the Aircraft free and clear of all Liens (other than any Permitted Liens).

(a)	Organization, Etc. Seller is duly organized, validly existing and in good standing under the laws of China with all requisite organizational power and authority to own, participate in or hold under lease its properties and enter into and perform its obligations under this Agreement and any other Transfer Documents to which Seller is or will be a party (collectively, the “Seller Agreements”);

(b)	Organizational Authorization. Seller has taken, or caused to be taken, all necessary organizational action (including, without limitation, the obtaining of any consent or approval

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(c)

No Violation. The execution and delivery by Seller of this Agreement and any other Seller Agreements, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller on the date hereof and on the Closing Date of the transactions contemplated hereby and thereby, do not and will not (i) violate or contravene any provision of the charter documents or other organizational agreements 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 upon, 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 its properties is or may be bound or affected;

(d)

Approvals. Each consent, approval, authorisation, registration and notification required by Seller to authorise, or required by it in connection with the execution and delivery by Seller of this Agreement and any other Seller Agreements, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller on the Closing Date of the transactions contemplated hereby or thereby have been or will be obtained on or prior to the Delivery Date.;

(e)

Valid and Binding Agreements. This Agreement has, and the Seller Agreements have been or as of the Closing Date will have been, 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, as of the Closing Date, 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, whether considered in a proceeding at law;

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

(g)	Encumbrances. Seller, except as contemplated hereby, shall have no obligation to sell, assign, encumber, transfer or convey, any of its right, title or interest in, to or under the Aircraft on the Delivery Date;

(h)	Brokers’ Fees. Buyer shall not be liable for the fees of any broker or other Person acting on Seller’s behalf in connection with the transactions contemplated hereby;

(i)	Immunity. Seller is, under the laws of China, subject to private commercial law and suit and is not entitled to sovereign immunity, and neither Seller nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty; and

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(j)	Title to Interests. Seller is the sole owner of the Aircraft and has good title thereto, free and clear of any and all Liens (other than any Permitted Liens). At Closing, such title shall be transferred to Buyer free and clear of all Liens (other than any Permitted Liens).

(a)

Organization, Etc. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of North Carolina, U.S.A., 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 any other Transfer Documents to which Buyer is or will be a party (collectively, the “Buyer Agreements”);

(b)	Authorization. Buyer has taken, or caused to be taken, all necessary action (including, without limitation, the obtaining of any consent or approval of any of its board of directors

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(c)

No Violation. The execution and delivery by Buyer of this Agreement and any other Buyer Agreements, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer on the Closing Date of the transactions contemplated hereby and thereby, do not and will not (i) violate or contravene any provision of the certificate of formation, limited liability company agreement, other charter documents or other organizational agreements of Buyer, (ii) violate or contravene any law applicable to or binding on Buyer or (iii) violate, contravene or constitute any default under, or result in the creation of any lien upon, 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 Closing Date 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, (i) any trustee or other holder of any debt of Buyer and (ii) any Government Entity;

(e)

Valid and Binding Agreements. This Agreement has been and the Buyer Agreements have been or as of the Closing Date will have been duly authorized, executed and delivered by Buyer and, assuming the due authorization, execution and delivery by the other party or parties thereto, this Agreement and, as of the Closing Date, the Buyer Agreements constitute the legal, valid and binding obligations of Buyer and are 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;

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

(g)	Immunity. Buyer is, under the laws of the North Carolina, U.S.A., subject to private commercial law and suit and is not entitled to sovereign immunity, and neither Buyer nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty; and

(h)	Broker’s Fees. Seller shall not be liable for the fees of any broker or other person acting on Buyer’s behalf in connection with the transactions contemplated hereby.

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(a)

Governing and Authorizing Documents. A copy of the articles of incorporation and copies of the governing documents of Buyer, the resolutions of the board of directors (or other similar documents), all certified as current and correct copies by an officer of Seller, and power of attorney (if applicable) from Buyer in relation to the execution of this Agreement and the other Buyer Documents, all of which shall establish the authority of Buyer to consummate this transaction and the authority of Buyer’s designated signatory to act in such capacity;

(b)	Purchase Price. Seller shall have received the Purchase Price via wire transfer to Seller’s account as specified in Section 3;

(c)	Ferry Flight Fees. Buyer shall have paid a fee of $[ ] in connection with the Ferry Flight prior to the commencement of the Ferry Flight.

(d)	Due Authorization, Execution and Delivery. This Agreement and each other Transfer Document shall have been duly authorized, executed and delivered by each party thereto other than Seller;

(e)	Representations and Warranties. The representations and warranties of Buyer contained herein and in any other Buyer Agreements shall be true and correct as of Closing in all material respects;

(f)

Additional Information. Seller shall have received such other documents and evidence with respect to Buyer as Seller may reasonably request in order to establish the authority of Buyer to consummate the transactions contemplated by this Agreement and the other Transfer Documents on such date, the taking by Buyer of all appropriate action in connection therewith and compliance by Buyer with the conditions set forth in this Agreement on such date;

(g)	Illegality. The performance on such date of the transactions contemplated hereby, upon the terms and conditions set forth herein, shall not, in the reasonable judgment of Seller, violate, and shall not subject Seller to any penalty or liability under, any law, rule or regulation binding upon Seller;

(h)

No Action or Proceedings. No legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment, regulation, tariff or decree have been issued by any government, government agency, court, administrative agency, or tribunal which sets aside, restrains, enjoins or prevents the consummation of this Agreement or the transactions contemplated hereby;

(i)	Approvals. Seller shall have received all required governmental and regulatory approvals;

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(j)	Approvals, Consents and Notices. All approvals and consents of, or notices to, any Governmental Entity, any trustee or holder of any indebtedness or obligation of the Seller or any other person, which are required in connection with the transaction contemplated by this Agreement shall have been duly obtained, given or accomplished;

(k)	No Default. Buyer shall not be in default of its obligations under this Agreement;

(l)	Delivery by the Existing Operator. The existing operator shall have delivered the Aircraft to Seller pursuant to the terms and conditions of aircraft lease agreement between the existing Operator and Seller;

(m)	No Event of Loss. No Event of Loss with regard to the Aircraft shall have occurred;

(n)

Funding Evidence. Seller shall have received a letter from Buyer’s lender indicating that it intends to fund the purchase of the Aircraft (which may be subject to specified conditions) in favor of Buyer and/or a letter from Buyer’s CFO certifying that the CFO expects Buyer to have a cash balance or other source of funding for the purchase of the Aircraft available at the time of Delivery, such letter to be provided at least one month before the Anticipated Closing Date, upon Seller’s request;

(o)	Insurance. Seller shall have received the insurance certificate specified in Section 12(g); and

(p)	Ferry Flight Agreement. The parties shall have agreed upon the terms of and executed a ferry flight agreement, which shall be attached as Addendum B to this Agreement, within 45 days of the execution of this Agreement.

(a)

Constitutional Documents: a certified copy of the certificate of incorporation and the up-to-date memorandum and articles of association of Seller, the resolutions of the board of directors (or other similar documents) and power of attorney (if applicable) from Seller in relation to the execution of this Agreement and the other Seller Documents, all of which shall establish the authority of Seller to consummate this transaction and the authority of Seller’s designated signatory to act in such capacity;

(b)	Due Authorization, Execution and Delivery. This Agreement and each other Transfer Document shall have been duly authorized, executed and delivered by each party thereto other than Buyer;

(c)	Representations and Warranties. The representations and warranties of Seller contained in the Transfer Documents shall be true and correct as of the Closing Date in all material respects;

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(d)	Illegality. The performance of the transactions contemplated hereby, upon the terms and conditions set forth herein, shall not, in the reasonable judgment of Buyer, violate, and shall not subject any Buyer to any penalty or liability under, any law, rule or regulation binding upon such Buyer;

(e)

No Action or Proceedings. No legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement or the transactions contemplated hereby;

(f)	Approvals. Buyer shall have received all required governmental and regulatory approvals;

(g)	Delivery Location. The Aircraft shall be located at the Delivery Location;

(h)	Material Damage. No Material Damage (as defined in Section 3) or an Event of Loss with respect to the Aircraft shall have occurred prior to the ferry flight;

(i)	No Default. Seller shall not be in default of its obligations under this Agreement;

(j)	Liens.    The Aircraft shall be free and clear of all Liens (other than any Permitted Liens);

(k)	Guarantee. Buyer shall have received an executed guarantee in the form set forth in Exhibit D;

(l)	Ferry Flight Agreement. The parties shall have agreed upon the terms of and executed a ferry flight agreement, which shall be attached as Addendum B to this Agreement, within 45 days of the execution of this Agreement; and

(m)	Ferry Flight Agreement Performance. At the time of the commencement of the Ferry Flight, Seller shall not be in default under the Ferry Flight Agreement, and Buyer shall have received the insurance certificate required thereunder.

10.	International Registry

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(a)

Buyer’s Obligations regarding Taxes. Buyer hereby agrees promptly to pay and indemnify each Seller Indemnitee from and against any and all Taxes payable in connection with the sale, transfer and delivery by Seller to Buyer of the Aircraft. The foregoing shall expressly exclude any liability for Taxes on or based on or measured by the gross or net income of Seller or capital gains of Seller or Taxes imposed by a taxing authority in a jurisdiction that would not have been imposed but for the business activity (other than the transactions contemplated hereby) or tax residence of Seller in such jurisdiction. The parties agree to cooperate in taking actions to minimize or eliminate Taxes in connection with this transaction.

(b)

Seller’s Indemnity. Seller hereby covenants and agrees that upon demand of Buyer it will pay and assume liability for, and indemnify, protect, defend, save and keep harmless each Buyer Indemnitee from and against, any and all liabilities, Taxes, obligations, losses, damages, settlements, claims, actions, suits, penalties, costs and expenses (including, without limitation, reasonable fees and expenses of counsel) of whatsoever kind and nature which may at any time or from time to time be imposed upon, incurred by or asserted against any Buyer Indemnitee in any way relating to, resulting from or arising out of (i) any inaccuracy or breach of any representation or warranty made by Seller under this Agreement or any Seller Agreements, (ii) any failure by Seller to have observed or performed any of its obligations under or in connection with this Agreement or any other Seller Agreements, or (iii) any claims made after Closing in respect of and to the extent attributable to the period before Closing, solely to the extent any such claim is attributable to (A) actions or omissions occurring prior to Closing, or (B) the existence of any Liens (other than any Permitted Liens) on the Aircraft attributable to the period occurring prior to Closing.

(c)

Buyer’s Indemnity. Buyer hereby covenants and agrees upon demand of Seller to pay and assume liability for, and indemnify, protect, defend, save and keep harmless each Seller Indemnitee from and against, any and all liabilities, Taxes, fees, obligations, losses, damages, settlements, claims, actions, suits, penalties, costs and expenses (including, without limitation, reasonable fees and expenses of counsel) of whatsoever kind and nature which may at any time or from time to time be imposed upon, incurred by or asserted against any Seller Indemnitee in any way relating to, resulting from or arising out of (i) any inaccuracy or breach of any representation or warranty made by Buyer under this Agreement or any Buyer Agreements, (ii) any failure by Buyer to have observed or performed any of its obligations under or in connection with this Agreement or any other Buyer Agreements , or (iii) any claims made after Closing in respect of and to the extent attributable to the period from and after Closing, solely to the extent such claim is not attributable (A) to the period occurring prior to Closing or (B) to Seller’s failure to perform its obligations under this Agreement or the other Seller Agreements.

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(d)

Contest Resolution. If a claim is made by any tax authority against a party hereto (the “Taxed Party”) with respect to any Tax of which another party (the “Indemnifying Party”) is obligated to indemnify under this Section 12, the Taxed Party shall promptly notify the Indemnifying Party of such claim; provided, however, that the failure to give such notice will not prejudice or otherwise affect any of the rights of the Taxed Party hereunder unless such failure materially and adversely affects the Indemnifying Party in exercising its contest rights hereunder or to the extent such failure results in any increase in, or fine or penalty with respect to, any amounts claimed to be payable by the Indemnifying Party to the Taxed Party pursuant to this Section 12. If reasonably requested by the Indemnifying Party in writing, the Taxed Party shall (at the expense and direction of the indemnifying party) contest in the name of the Taxed Party or Indemnifying Party (as applicable), the validity, applicability or amount of such Taxes so indemnified by (i) if permitted by applicable Law without adverse consequences to the Taxed Party, resisting payment thereof, (ii) paying under protest, if protest is necessary or proper, and (iii) if payment be made, using reasonable commercial efforts to obtain a refund thereof in appropriate administrative and judicial proceedings. If the Taxed Party becomes eligible for a refund of any Taxes paid by the Indemnifying Party, it shall notify the Indemnifying Party and, if reasonably requested by the Indemnifying Party and permissible under applicable law, the Taxed Party shall consider in good faith any request by the Indemnifying Party to assign such right to the Indemnifying Party. Should the Taxed Party obtains a refund of all or any part of the Taxes paid by the Indemnifying Party, the Taxed Party shall pay the Indemnifying Party the amount of such refund, plus, any interest thereon (net of any taxes imposed on such interest) obtained by the Taxed Party from the taxing authority if fairly attributable to such Taxes.

(e)

Cooperation. Seller and Buyer shall reasonably cooperate so as to minimize any potential tax risk to Buyer or Seller as a result of the transactions contemplated hereby. Seller and Buyer shall provide one another with such assistance as may reasonably be required in connection with the preparation of any tax return, any audit or other examination by any taxing authority, or any judicial or administrative proceedings relating to liability for Taxes arising from the transactions contemplated by this Agreement, and shall provide one another upon written request with any records or information that are relevant to such Tax return, audit or examination or proceedings. The party requesting assistance, records or information under the preceding sentence shall reimburse the other for reasonable out-of-pocket expenses incurred by the other in providing such assistance, records or information.

(f)

Notice of Claims. Seller and Buyer agree to provide written notification to the other party promptly after becoming aware of any liability, obligation or claim, whether pending or threatened, that is the subject of indemnification pursuant to this Section 12; unless the failure to provide such notification would not materially and adversely affect the Indemnifying Party in exercising its contest rights hereunder or result in any increase in, or fine or penalty with respect to, any amounts claimed to be payable by the Indemnifying Party to the other party pursuant to this Section 12, provided, that the failure by either party to so notify the other party will not in any manner affect either party’s other obligations under this Section 12.

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(g)

Insurance. With respect to each airframe and engine, for a period of two years after the Delivery of the Aircraft, Buyer shall maintain, or procure that a subsequent buyer and/or operator maintain, an insurance policy(ies) for such asset providing $30,000,000 of aviation products liability coverage, except in the event that any airframe or engine is returned to service, in which event $600,000,000 of aviation general liability coverage shall be provided with respect to such airframe or engine. The Seller Indemnitees shall be named as additional insured parties for the two-year period referenced above. Such policies shall include a Waiver of Subrogation Clause, Breach of Warranty Clause, and Severability of Interest Clause in favor of the Additional Insureds. Buyer shall furnish an insurance certificate evidencing the same at Closing and, subsequently, upon any renewal or replacement thereof.

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(b)	Confidentiality.

(i)

Each party hereto shall keep strictly confidential any and all Confidential Information furnished to it or to its Affiliates, or their respective officers, employees, agents, directors or advisers (collectively, “Representatives”) in the course of negotiations relating to this Agreement or any transaction contemplated by this Agreement, and the business and financial reviews and investigation conducted by any party hereto in connection with this Agreement, and each such party has instructed its Representatives having access to such Confidential Information of such obligation

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(ii)

Notwithstanding anything herein to the contrary, any party to this Agreement (and any Representative) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure; provided, however, that such disclosure may not be made to the extent required to be kept confidential to comply with any applicable federal or state securities laws.

(c)	Limitation of Liability of Any Party. THE PARTIES ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY TO THIS AGREEMENT OR ASSERT A CLAIM FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OR THEORY OF ANY UNDERLYING CAUSE OF ACTION THAT MIGHT OTHERWISE APPLY.

(d)	Headings. Headings used herein are for convenience only and shall not in any way affect the construction of, or be taken into consideration in interpreting, this Agreement.

(e)	References. Any reference to a specific Section or Section number shall be interpreted as a reference to that Section of this Agreement unless otherwise expressly provided.

(f)

Governing Law; Jurisdiction; Attorney Fees. This Agreement and any other Transfer Documents shall in all respects be governed by, and construed in accordance with, the laws of England, including all matters of construction, validity and performance, without giving effect to principles of conflicts of law. The courts located in London, England shall serve as the non-exclusive forum for any dispute between the parties irrevocably consent to the jurisdiction of such courts. In the event of a dispute between the parties, and if not otherwise

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(g)

Severability. If any provision hereof should be held invalid, illegal or unenforceable in any respect in any jurisdiction, then, to the fullest extent permitted by law, (i) all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be construed in order to carry out the intentions of the parties hereto as nearly as may be possible, and (ii) such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of such provision in any other jurisdiction.

(h)

Amendments in Writing. No amendment, modification, waiver, termination or discharge of any provision of this Agreement, or any consent to any departure by Seller or Buyer from any provision hereof, shall in any event be effective unless the same shall be in writing and signed by Seller and Buyer, and each such amendment, modification, waiver, termination or discharge shall be effective only in the specific instance and for the specific purpose for which given.

(i)	Survival. Notwithstanding anything contained herein to the contrary, all agreements, indemnities, representations and warranties contained in this Agreement shall survive the Closing Date and the consummation of the transactions contemplated hereby for such date.

(j)	Expenses. Each of Seller and Buyer shall be responsible for its own costs and expenses incurred in connection with the negotiation, preparation, execution and delivery of this Agreement and the Transfer Documents, and shall not have any right of reimbursement or indemnity for such costs and expenses as against the Buyer or Seller, respectively.

(k)

Execution in Counterparts; Signatures. This Agreement, the other Transfer Documents and any amendments, waivers or consents hereto or thereto may be executed by Seller and Buyer in separate counterparts (or upon separate signature pages bound together into one or more counterparts), each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute one and the same instrument. Facsimile and PDF copy signatures shall be treated as original signatures for all purposes.

(l)

Entire Agreement. This Agreement and the other Transfer Documents constitute the entire agreement of Seller and Buyer with respect to the subject matter hereof or thereof, and all prior or contemporaneous understandings or agreements, whether written or oral, between Seller and Buyer with respect to such subject matter are hereby superseded in their entirety. In the event of a conflict between this Agreement and any other Transfer Document, the terms and conditions of this Agreement shall govern.

(m)	Exhibits, Addendums, and Schedules. The exhibits, addendums, and schedules attached hereto shall be considered integral parts of this Agreement.

(n)	Successors and Assigns. This Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by Seller and Buyer, and their respective successors and assigns.

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(o)	No Third Party Benefit. Seller and Buyer agree that except as provided in Section 12 with respect to Seller Indemnitees and Buyer Indemnitees, the provisions of this Agreement, including, without limitation, Section 2, are for the sole benefit of Seller and Buyer and their respective successors and assigns, and are not for the benefit, directly or indirectly, of any other Person.

(p)	Assignment. Neither party shall assign or delegate this Agreement, or any of its rights or obligations hereunder, without the prior written consent of the other party.

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(i)	a “part” means any engine, module, component, instrument, furnishing, control, appliance, accessory, reverser, nacelle, equipment or other item or equipment of any kind whether similar to any of the foregoing or not;

(ii)	a “regulation” includes any applicable present or future governmental directive, regulation or legal requirement;

(iii)	any “agreement”, “license” or other document includes any agreement, license or other instrument as varied, novated, amended or replaced from time to time (but without prejudice to any restrictions on such variation, novation, amendment or replacement);

(iv)	the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and shall not be limited to the particular clause in which the relevant expressions appear and the expressions “thereof”, “therein” and similar expressions shall be construed in like fashion;

(v)	references to any statute or other legislative provision shall be read to include any statutory or legislative modification or re-enactment thereof or any substitution therefor;

(vi)	references to a party shall be read to include its successors and permitted assigns;

(vii)	a Clause or Schedule shall be construed as a reference to a clause hereof or a schedule hereto;

(viii)	a word importing the singular number shall be construed so as to include the plural and vice versa;

(ix)	the expression “in writing” includes by facsimile or e-mail; and

(x)	the index, clause and sub-clause headings in this Agreement (including their use in cross references) are for ease of reference only and shall not affect the interpretation of this Agreement.

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SCHEDULE 2

AIRCRAFT DESCRIPTION; INITIAL PURCHASE PRICE

MSN	Chinese Registration Mark	Engine Make and Model	ESNs	Initial Purchase Price	Deposit	Anticipated Closing Date	Final Delivery Date
30074	B-2503	CFM56-7B22	890244 874445	$[ ]	$[ ]	May 15, 2020	July 31, 2020

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•	Aircraft Maintenance Manual

•	Illustrated Parts Catalog

•	Power Plant Build Up Manual

•	Engine Illustrated Parts Catalog

•	Engine Manual

•	Airframe current total time / cycle

•	Non incident / accident statement from the operator (per ICAO request)

•	Life limited parts status (including airframe life limit) with backup documentation from OEM, full back to birth and non incident / accident statement (Acceptable for landing gear LLP lacking BTB traceability)

•	Hard time component list (to include PN, SN, description, position, date installed)

•	Hard time components (FAA 8130-3 or EASA Form 1 or CAAC 038 or CEA serviceable tag, or equivalent for each component)

•	Avionics inventory list

•	LOPA

•	OC/CM component listing with FAA 8130-3 or EASA Form 1, or CAAC 038 or CEA serviceable tag, or equivalent for each part replaced in the last 2 years

•	Current AD status

•	Current SB status, modification status

•	AD compliance dirty finger prints and AMOC’s granted if applicable

•	Aircraft tech logbook and aircraft flight logbook for last 24 month

•	Original manufacturer’s delivery data

•	Last A, C, D/SI (equivalent, if applicable) work packages

•	Last done and next due maintenance reports (including all MPD, non-MPD, CPCP, SSI and ETOPS tasks last completed)

•	Last thrust reverser overhaul shop report (if available)

•	Last fan and nose cowls shop report (if available)

•	Engine current total time / cycle

•	Total TSLSV / CSLSV and for each module

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•	Engine disk sheet to include the standard duty cycle remaining calculation for each applicable LLP

•	Non incident / accident statement from the operator (per ICAO request)

•	Statement to confirm that no non-OEM repair, no DER repair, no PMA

•	Status of any non MPD repetitive inspections

•	ETOPS statement and configuration compliance documentation (if applicable)

•	Engine performance and trend monitoring incorporating engine take off performance reports from last six months, engine EGT margin trends, engine vibration trend levels, and engine shaft speed trend levels

•	Life limited parts back to birth trace for each part, including backup documentation from OEM, Engine disk sheets for LLP replacement, and non incident / accident statement

•	OEM engine documentation including certificates such as the build Form 1, AD status, SB status, all module build packages (if applicable)

•	Engine logbook or engine history report including aircraft registration, position, date of installation / removal or on-wing event, aircraft hours and cycles corresponding with the engine hours and cycles, thrust, reason for removal

•	Current data plate – Thrust

•	Engine current AD status signed

•	Engine current SB status signed

•	Minipacks for all engine shop visits, if available, to include (FAA 8130-3 or EASA Form 1 or equivalent, AD status, SB status, LLP status, technical variances, QEC, test cell data and borescope report, if applicable)

•	Dirty fingerprint records for the shop visits of the last performance restoration of each module, if available

•	Current borescope report (video)

•	Engine QEC listing, with FAA 8130-3, EASA Form 1 or CAAC 038 or CEA service tag or equivalent for all QEC components installed on the engine

•	Landing gear assembly current total time / cycle, TSO / CSO

•	Current life limited parts status report

•	Life limited parts back to birth with backup documentation from OEM, full back to birth and non incident / accident statement (Acceptable for landing gear LLP lacking BTB traceability)

•	Latest complete OH shop visit report

•	APU current total time / cycle

•	Current life limited parts status report

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•	Life limited parts back to birth with backup documentation from OEM, full back to birth and non incident / accident statement

•	Statement to confirm that no non-OEM repair, no DER repair, no PMA

•	Latest AD / SB modification status

•	Logbook

•	Total TSLSV / CSLSV

•	Complete copy of the last shop visit report

•	Total time / cycle since overhaul

•	Historical shop visit reports from last hot section refurbishment

•	Readiness Log

•	AD Compliance

•	Landing Gear Life Limited Parts

•	Miscellaneous Log

•	Details Specifications

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(a)	Buyer has inspected the Aircraft in accordance with the provisions of Section 4 of the Agreement at [insert inspection location] and the Aircraft and found the physical condition of the Aircraft to be satisfactory in all respects;

(b)	Buyer has received and inspected all of the Aircraft Documents and found them to be complete and satisfactory in all respects; and

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Exhibit D

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The notice details of Guarantor are as follows:

Address:	Xiamen Lufu Aircraft Leasing Co., Ltd. Room 506, 5/F, Building A7, Central Park Plaza No. 10 Chaoyang Park South Road, Beijing, PRC
Attention:	Jerry Duan, Chief Operating Officer

Address:	Contrail Aviation Leasing, LLC 435 Investment Court  Verona, WI 53593
Attention:	Joseph G. Kuhn, CEO

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Exhibit D

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Addendum A Delivery Conditions
General Condition:	Provided that the Aircraft has met the requirements set forth in this Addendum A, the Aircraft shall be delivered in “As is, Where is” condition and in compliance with CAAC requirements. The Aircraft shall be in a physical condition for continued commercial service for at least twenty-five (25) cycles.
Airframe:	As is, Where is
Engines:	1. The Engines shall each have not less than twenty-five (25) cycles of operation remaining until next core heavy maintenance/core gas path restoration. 2. Each LLP shall have at least twenty-five (25) cycles remaining until life expiration. 3. The Engines will have no on watch item(s), which is less than twenty-five (25) cycles allowed for any limitations or repeat inspections.
Landing Gear:	1. The landing gear shall have at least 25 cycles remaining as per MPD. 2. Brakes, wheels and tires shall have no more than 50% of their tread and useful life consumed. 3. Acceptable for landing gear LLP lacking BTB traceability.
APU:	APU shall be in a serviceable condition
Livery:	Current operator livery
Airworthiness Directives	Comply with AD (CAAC) as the Delivery Date.

Addendum A

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Repairs:	1. All repairs shall have a re-inspection interval of no less than twenty-five (25) cycles remaining. 2. All in accordance with SRM or manufacturer, FAA DER approval. 3. In the event that there is no FAA 8100-9 or 8110-3 forms, or RDR, a letter from operator’s quality assurance manager stating “Operator repair was incorporated without deviation” will suffice.
Components:	OCCM components installed is within two (2) years before delivery, and all HT components shall have EASA form 1, or FAA 8130-3, or CAAC-038 or operator’s serviceable tags
Others Conditions:	No demo flight will be performed. The results of Buyer’s Inspection, as defined in the Agreement, must be satisfactory to Buyer in its sole discretion, acting in good faith; provided, however, that the verification of the conditions set forth above shall be deemed satisfactory with respect to such conditions.

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(a)

The initial purchase price for the Aircraft shall be in the amount set forth on Schedule 2 hereto, which is subject to adjustment as set forth below, to calculate the purchase price (“Purchase Price”). The initial purchase price is based on the Aircraft status described in the listing below and is subject to confirmation of engine serviceability and successful completion of the Inspection described in Section 4.

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(b)

Buyer has previously paid to Seller a deposit in the amount of $[ ] and shall pay to Seller the additional amount of $[ ] within five (5) Business Days of the execution of this Agreement (collectively the “Deposit”). The Deposit shall be credited against the Purchase Price at the time of closing or refunded to Buyer in the event of the occurrence of any other deposit return events described below.

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(c)

Seller shall submit a copy of undated and signed Bill of Sale for the Aircraft prior to Delivery, and Buyer shall submit a copy of undated signed Acknowledgement of Delivery for the Aircraft prior to the commencement of the Ferry Flight, to be held in trust by the other party and released at the time of Delivery. The Bill of Sale shall be released to Buyer by Seller, contemporaneously with the release to Seller by Buyer of the Acknowledgment of Delivery, following confirmation of Seller’s receipt of the Purchase Price in cleared funds and satisfaction of any other conditions precedent with respect to the Aircraft. Seller shall deliver the original Bill of Sale to Buyer and Buyer shall deliver the original Acknowledgement of Delivery to Seller within five (5) Business Days upon the Delivery for the Aircraft.

(d)	Prior to the commencement of the Ferry Flight, Buyer shall deliver to Seller an amount equal to the Purchase Price (less the Deposit) (the “Net Purchase Price”) plus all fees in connection with the Ferry Flight, in immediately available funds, by wire transfer to the following account or any other account notified to Buyer by Seller in advance:

(a)

Inspection of Aircraft. Buyer confirms that Buyer has undertaken and completed an initial review of records provided by Seller prior to the date hereof (as identified in emails dated 9/18/2019 sent by Buyer to Seller), and has no objections with respect to and is satisfied with such records. In addition, the Buyer shall have the opportunity to perform inspections of all other Aircraft Documents related to the Aircraft prior to the Ferry Flight referenced in Section 14 below. Buyer’s physical inspections of the Aircraft may include, but are not limited to, a visual inspection of interior and exterior areas of the Aircraft, MPA runs (subject to the provisions regarding MPA runs below) and engine video borescopes conducted in accordance with the AMM, all at its own cost. All inspections subsequent to the initial records inspection referenced above are collectively referred to as the “Inspection”. Buyer’s Inspection shall take place no more than twenty (20) days before Delivery in Kunming, China or another location in China if agreed in writing by the parties.

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(b).

Delivery Conditions; Title. At the time of Delivery, the Aircraft shall meet the requirements set forth in Addendum A (save as otherwise waived by Buyer or settled by a commitment letter or any similar documents among inter alia, Seller and Buyer). The Aircraft shall otherwise be delivered in “as-is, where-is” condition, except that all engines must be in serviceable condition in accordance with AMM limits and performance degradation commensurate with cycles operated since last shop visit. With respect to title, Seller shall deliver title to the Aircraft free and clear of all Liens (other than any Permitted Liens).

(a)	Organization, Etc. Seller is duly organized, validly existing and in good standing under the laws of China with all requisite organizational power and authority to own, participate in or hold under lease its properties and enter into and perform its obligations under this Agreement and any other Transfer Documents to which Seller is or will be a party (collectively, the “Seller Agreements”);

(b)	Organizational Authorization. Seller has taken, or caused to be taken, all necessary organizational action (including, without limitation, the obtaining of any consent or approval

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(c)

No Violation. The execution and delivery by Seller of this Agreement and any other Seller Agreements, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller on the date hereof and on the Closing Date of the transactions contemplated hereby and thereby, do not and will not (i) violate or contravene any provision of the charter documents or other organizational agreements 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 upon, 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 its properties is or may be bound or affected;

(d)

Approvals. Each consent, approval, authorisation, registration and notification required by Seller to authorise, or required by it in connection with the execution and delivery by Seller of this Agreement and any other Seller Agreements, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller on the Closing Date of the transactions contemplated hereby or thereby have been or will be obtained on or prior to the Delivery Date.;

(e)

Valid and Binding Agreements. This Agreement has, and the Seller Agreements have been or as of the Closing Date will have been, 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, as of the Closing Date, 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, whether considered in a proceeding at law;

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

(g)	Encumbrances. Seller, except as contemplated hereby, shall have no obligation to sell, assign, encumber, transfer or convey, any of its right, title or interest in, to or under the Aircraft on the Delivery Date;

(h)	Brokers’ Fees. Buyer shall not be liable for the fees of any broker or other Person acting on Seller’s behalf in connection with the transactions contemplated hereby;

(i)	Immunity. Seller is, under the laws of China, subject to private commercial law and suit and is not entitled to sovereign immunity, and neither Seller nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty; and

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(j)	Title to Interests. Seller is the sole owner of the Aircraft and has good title thereto, free and clear of any and all Liens (other than any Permitted Liens). At Closing, such title shall be transferred to Buyer free and clear of all Liens (other than any Permitted Liens).

(a)

Organization, Etc. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of North Carolina, U.S.A., 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 any other Transfer Documents to which Buyer is or will be a party (collectively, the “Buyer Agreements”);

(b)	Authorization. Buyer has taken, or caused to be taken, all necessary action (including, without limitation, the obtaining of any consent or approval of any of its board of directors

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(c)

No Violation. The execution and delivery by Buyer of this Agreement and any other Buyer Agreements, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer on the Closing Date of the transactions contemplated hereby and thereby, do not and will not (i) violate or contravene any provision of the certificate of formation, limited liability company agreement, other charter documents or other organizational agreements of Buyer, (ii) violate or contravene any law applicable to or binding on Buyer or (iii) violate, contravene or constitute any default under, or result in the creation of any lien upon, 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 Closing Date 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, (i) any trustee or other holder of any debt of Buyer and (ii) any Government Entity;

(e)

Valid and Binding Agreements. This Agreement has been and the Buyer Agreements have been or as of the Closing Date will have been duly authorized, executed and delivered by Buyer and, assuming the due authorization, execution and delivery by the other party or parties thereto, this Agreement and, as of the Closing Date, the Buyer Agreements constitute the legal, valid and binding obligations of Buyer and are 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;

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

(g)	Immunity. Buyer is, under the laws of the North Carolina, U.S.A., subject to private commercial law and suit and is not entitled to sovereign immunity, and neither Buyer nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty; and

(h)	Broker’s Fees. Seller shall not be liable for the fees of any broker or other person acting on Buyer’s behalf in connection with the transactions contemplated hereby.

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(a)

Governing and Authorizing Documents. A copy of the articles of incorporation and copies of the governing documents of Buyer, the resolutions of the board of directors (or other similar documents), all certified as current and correct copies by an officer of Seller, and power of attorney (if applicable) from Buyer in relation to the execution of this Agreement and the other Buyer Documents, all of which shall establish the authority of Buyer to consummate this transaction and the authority of Buyer’s designated signatory to act in such capacity;

(b)	Purchase Price. Seller shall have received the Purchase Price via wire transfer to Seller’s account as specified in Section 3;

(c)	Ferry Flight Fees. Buyer shall have paid a fee of $[ ] in connection with the Ferry Flight prior to the commencement of the Ferry Flight.

(d)	Due Authorization, Execution and Delivery. This Agreement and each other Transfer Document shall have been duly authorized, executed and delivered by each party thereto other than Seller;

(e)	Representations and Warranties. The representations and warranties of Buyer contained herein and in any other Buyer Agreements shall be true and correct as of Closing in all material respects;

(f)

Additional Information. Seller shall have received such other documents and evidence with respect to Buyer as Seller may reasonably request in order to establish the authority of Buyer to consummate the transactions contemplated by this Agreement and the other Transfer Documents on such date, the taking by Buyer of all appropriate action in connection therewith and compliance by Buyer with the conditions set forth in this Agreement on such date;

(g)	Illegality. The performance on such date of the transactions contemplated hereby, upon the terms and conditions set forth herein, shall not, in the reasonable judgment of Seller, violate, and shall not subject Seller to any penalty or liability under, any law, rule or regulation binding upon Seller;

(h)

No Action or Proceedings. No legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment, regulation, tariff or decree have been issued by any government, government agency, court, administrative agency, or tribunal which sets aside, restrains, enjoins or prevents the consummation of this Agreement or the transactions contemplated hereby;

(i)	Approvals. Seller shall have received all required governmental and regulatory approvals;

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(j)	Approvals, Consents and Notices. All approvals and consents of, or notices to, any Governmental Entity, any trustee or holder of any indebtedness or obligation of the Seller or any other person, which are required in connection with the transaction contemplated by this Agreement shall have been duly obtained, given or accomplished;

(k)	No Default. Buyer shall not be in default of its obligations under this Agreement;

(l)	Delivery by the Existing Operator. The existing operator shall have delivered the Aircraft to Seller pursuant to the terms and conditions of aircraft lease agreement between the existing Operator and Seller;

(m)	No Event of Loss. No Event of Loss with regard to the Aircraft shall have occurred;

(n)

Funding Evidence. Seller shall have received a letter from Buyer’s lender indicating that it intends to fund the purchase of the Aircraft (which may be subject to specified conditions) in favor of Buyer and/or a letter from Buyer’s CFO certifying that the CFO expects Buyer to have a cash balance or other source of funding for the purchase of the Aircraft available at the time of Delivery, such letter to be provided at least one month before the Anticipated Closing Date, upon Seller’s request;

(o)	Insurance. Seller shall have received the insurance certificate specified in Section 12(g); and

(p)	Ferry Flight Agreement. The parties shall have agreed upon the terms of and executed a ferry flight agreement, which shall be attached as Addendum B to this Agreement, within 45 days of the execution of this Agreement.

(a)

Constitutional Documents: a certified copy of the certificate of incorporation and the up-to-date memorandum and articles of association of Seller, the resolutions of the board of directors (or other similar documents) and power of attorney (if applicable) from Seller in relation to the execution of this Agreement and the other Seller Documents, all of which shall establish the authority of Seller to consummate this transaction and the authority of Seller’s designated signatory to act in such capacity;

(b)	Due Authorization, Execution and Delivery. This Agreement and each other Transfer Document shall have been duly authorized, executed and delivered by each party thereto other than Buyer;

(c)	Representations and Warranties. The representations and warranties of Seller contained in the Transfer Documents shall be true and correct as of the Closing Date in all material respects;

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(d)	Illegality. The performance of the transactions contemplated hereby, upon the terms and conditions set forth herein, shall not, in the reasonable judgment of Buyer, violate, and shall not subject any Buyer to any penalty or liability under, any law, rule or regulation binding upon such Buyer;

(e)

No Action or Proceedings. No legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement or the transactions contemplated hereby;

(f)	Approvals. Buyer shall have received all required governmental and regulatory approvals;

(g)	Delivery Location. The Aircraft shall be located at the Delivery Location;

(h)	Material Damage. No Material Damage (as defined in Section 3) or an Event of Loss with respect to the Aircraft shall have occurred prior to the ferry flight;

(i)	No Default. Seller shall not be in default of its obligations under this Agreement;

(j)	Liens.    The Aircraft shall be free and clear of all Liens (other than any Permitted Liens);

(k)	Guarantee. Buyer shall have received an executed guarantee in the form set forth in Exhibit D;

(l)	Ferry Flight Agreement. The parties shall have agreed upon the terms of and executed a ferry flight agreement, which shall be attached as Addendum B to this Agreement, within 45 days of the execution of this Agreement; and

(m)	Ferry Flight Agreement Performance. At the time of the commencement of the Ferry Flight, Seller shall not be in default under the Ferry Flight Agreement, and Buyer shall have received the insurance certificate required thereunder.

10.	International Registry

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(a)

Buyer’s Obligations regarding Taxes. Buyer hereby agrees promptly to pay and indemnify each Seller Indemnitee from and against any and all Taxes payable in connection with the sale, transfer and delivery by Seller to Buyer of the Aircraft. The foregoing shall expressly exclude any liability for Taxes on or based on or measured by the gross or net income of Seller or capital gains of Seller or Taxes imposed by a taxing authority in a jurisdiction that would not have been imposed but for the business activity (other than the transactions contemplated hereby) or tax residence of Seller in such jurisdiction. The parties agree to cooperate in taking actions to minimize or eliminate Taxes in connection with this transaction.

(b)

Seller’s Indemnity. Seller hereby covenants and agrees that upon demand of Buyer it will pay and assume liability for, and indemnify, protect, defend, save and keep harmless each Buyer Indemnitee from and against, any and all liabilities, Taxes, obligations, losses, damages, settlements, claims, actions, suits, penalties, costs and expenses (including, without limitation, reasonable fees and expenses of counsel) of whatsoever kind and nature which may at any time or from time to time be imposed upon, incurred by or asserted against any Buyer Indemnitee in any way relating to, resulting from or arising out of (i) any inaccuracy or breach of any representation or warranty made by Seller under this Agreement or any Seller Agreements, (ii) any failure by Seller to have observed or performed any of its obligations under or in connection with this Agreement or any other Seller Agreements, or (iii) any claims made after Closing in respect of and to the extent attributable to the period before Closing, solely to the extent any such claim is attributable to (A) actions or omissions occurring prior to Closing, or (B) the existence of any Liens (other than any Permitted Liens) on the Aircraft attributable to the period occurring prior to Closing.

(c)

Buyer’s Indemnity. Buyer hereby covenants and agrees upon demand of Seller to pay and assume liability for, and indemnify, protect, defend, save and keep harmless each Seller Indemnitee from and against, any and all liabilities, Taxes, fees, obligations, losses, damages, settlements, claims, actions, suits, penalties, costs and expenses (including, without limitation, reasonable fees and expenses of counsel) of whatsoever kind and nature which may at any time or from time to time be imposed upon, incurred by or asserted against any Seller Indemnitee in any way relating to, resulting from or arising out of (i) any inaccuracy or breach of any representation or warranty made by Buyer under this Agreement or any Buyer Agreements, (ii) any failure by Buyer to have observed or performed any of its obligations under or in connection with this Agreement or any other Buyer Agreements , or (iii) any claims made after Closing in respect of and to the extent attributable to the period from and after Closing, solely to the extent such claim is not attributable (A) to the period occurring prior to Closing or (B) to Seller’s failure to perform its obligations under this Agreement or the other Seller Agreements.

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(d)

Contest Resolution. If a claim is made by any tax authority against a party hereto (the “Taxed Party”) with respect to any Tax of which another party (the “Indemnifying Party”) is obligated to indemnify under this Section 12, the Taxed Party shall promptly notify the Indemnifying Party of such claim; provided, however, that the failure to give such notice will not prejudice or otherwise affect any of the rights of the Taxed Party hereunder unless such failure materially and adversely affects the Indemnifying Party in exercising its contest rights hereunder or to the extent such failure results in any increase in, or fine or penalty with respect to, any amounts claimed to be payable by the Indemnifying Party to the Taxed Party pursuant to this Section 12. If reasonably requested by the Indemnifying Party in writing, the Taxed Party shall (at the expense and direction of the indemnifying party) contest in the name of the Taxed Party or Indemnifying Party (as applicable), the validity, applicability or amount of such Taxes so indemnified by (i) if permitted by applicable Law without adverse consequences to the Taxed Party, resisting payment thereof, (ii) paying under protest, if protest is necessary or proper, and (iii) if payment be made, using reasonable commercial efforts to obtain a refund thereof in appropriate administrative and judicial proceedings. If the Taxed Party becomes eligible for a refund of any Taxes paid by the Indemnifying Party, it shall notify the Indemnifying Party and, if reasonably requested by the Indemnifying Party and permissible under applicable law, the Taxed Party shall consider in good faith any request by the Indemnifying Party to assign such right to the Indemnifying Party. Should the Taxed Party obtains a refund of all or any part of the Taxes paid by the Indemnifying Party, the Taxed Party shall pay the Indemnifying Party the amount of such refund, plus, any interest thereon (net of any taxes imposed on such interest) obtained by the Taxed Party from the taxing authority if fairly attributable to such Taxes.

(e)

Cooperation. Seller and Buyer shall reasonably cooperate so as to minimize any potential tax risk to Buyer or Seller as a result of the transactions contemplated hereby. Seller and Buyer shall provide one another with such assistance as may reasonably be required in connection with the preparation of any tax return, any audit or other examination by any taxing authority, or any judicial or administrative proceedings relating to liability for Taxes arising from the transactions contemplated by this Agreement, and shall provide one another upon written request with any records or information that are relevant to such Tax return, audit or examination or proceedings. The party requesting assistance, records or information under the preceding sentence shall reimburse the other for reasonable out-of-pocket expenses incurred by the other in providing such assistance, records or information.

(f)

Notice of Claims. Seller and Buyer agree to provide written notification to the other party promptly after becoming aware of any liability, obligation or claim, whether pending or threatened, that is the subject of indemnification pursuant to this Section 12; unless the failure to provide such notification would not materially and adversely affect the Indemnifying Party in exercising its contest rights hereunder or result in any increase in, or fine or penalty with respect to, any amounts claimed to be payable by the Indemnifying Party to the other party pursuant to this Section 12, provided, that the failure by either party to so notify the other party will not in any manner affect either party’s other obligations under this Section 12.

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(g)

Insurance. With respect to each airframe and engine, for a period of two years after the Delivery of the Aircraft, Buyer shall maintain, or procure that a subsequent buyer and/or operator maintain, an insurance policy(ies) for such asset providing $30,000,000 of aviation products liability coverage, except in the event that any airframe or engine is returned to service, in which event $600,000,000 of aviation general liability coverage shall be provided with respect to such airframe or engine. The Seller Indemnitees shall be named as additional insured parties for the two-year period referenced above. Such policies shall include a Waiver of Subrogation Clause, Breach of Warranty Clause, and Severability of Interest Clause in favor of the Additional Insureds. Buyer shall furnish an insurance certificate evidencing the same at Closing and, subsequently, upon any renewal or replacement thereof.

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(b)	Confidentiality.

(i)

Each party hereto shall keep strictly confidential any and all Confidential Information furnished to it or to its Affiliates, or their respective officers, employees, agents, directors or advisers (collectively, “Representatives”) in the course of negotiations relating to this Agreement or any transaction contemplated by this Agreement, and the business and financial reviews and investigation conducted by any party hereto in connection with this Agreement, and each such party has instructed its Representatives having access to such Confidential Information of such obligation

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(ii)

Notwithstanding anything herein to the contrary, any party to this Agreement (and any Representative) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure; provided, however, that such disclosure may not be made to the extent required to be kept confidential to comply with any applicable federal or state securities laws.

(c)	Limitation of Liability of Any Party. THE PARTIES ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY TO THIS AGREEMENT OR ASSERT A CLAIM FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OR THEORY OF ANY UNDERLYING CAUSE OF ACTION THAT MIGHT OTHERWISE APPLY.

(d)	Headings. Headings used herein are for convenience only and shall not in any way affect the construction of, or be taken into consideration in interpreting, this Agreement.

(e)	References. Any reference to a specific Section or Section number shall be interpreted as a reference to that Section of this Agreement unless otherwise expressly provided.

(f)

Governing Law; Jurisdiction; Attorney Fees. This Agreement and any other Transfer Documents shall in all respects be governed by, and construed in accordance with, the laws of England, including all matters of construction, validity and performance, without giving effect to principles of conflicts of law. The courts located in London, England shall serve as the non-exclusive forum for any dispute between the parties irrevocably consent to the jurisdiction of such courts. In the event of a dispute between the parties, and if not otherwise

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(g)

Severability. If any provision hereof should be held invalid, illegal or unenforceable in any respect in any jurisdiction, then, to the fullest extent permitted by law, (i) all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be construed in order to carry out the intentions of the parties hereto as nearly as may be possible, and (ii) such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of such provision in any other jurisdiction.

(h)

Amendments in Writing. No amendment, modification, waiver, termination or discharge of any provision of this Agreement, or any consent to any departure by Seller or Buyer from any provision hereof, shall in any event be effective unless the same shall be in writing and signed by Seller and Buyer, and each such amendment, modification, waiver, termination or discharge shall be effective only in the specific instance and for the specific purpose for which given.

(i)	Survival. Notwithstanding anything contained herein to the contrary, all agreements, indemnities, representations and warranties contained in this Agreement shall survive the Closing Date and the consummation of the transactions contemplated hereby for such date.

(j)	Expenses. Each of Seller and Buyer shall be responsible for its own costs and expenses incurred in connection with the negotiation, preparation, execution and delivery of this Agreement and the Transfer Documents, and shall not have any right of reimbursement or indemnity for such costs and expenses as against the Buyer or Seller, respectively.

(k)

Execution in Counterparts; Signatures. This Agreement, the other Transfer Documents and any amendments, waivers or consents hereto or thereto may be executed by Seller and Buyer in separate counterparts (or upon separate signature pages bound together into one or more counterparts), each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute one and the same instrument. Facsimile and PDF copy signatures shall be treated as original signatures for all purposes.

(l)

Entire Agreement. This Agreement and the other Transfer Documents constitute the entire agreement of Seller and Buyer with respect to the subject matter hereof or thereof, and all prior or contemporaneous understandings or agreements, whether written or oral, between Seller and Buyer with respect to such subject matter are hereby superseded in their entirety. In the event of a conflict between this Agreement and any other Transfer Document, the terms and conditions of this Agreement shall govern.

(m)	Exhibits, Addendums, and Schedules. The exhibits, addendums, and schedules attached hereto shall be considered integral parts of this Agreement.

(n)	Successors and Assigns. This Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by Seller and Buyer, and their respective successors and assigns.

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(o)	No Third Party Benefit. Seller and Buyer agree that except as provided in Section 12 with respect to Seller Indemnitees and Buyer Indemnitees, the provisions of this Agreement, including, without limitation, Section 2, are for the sole benefit of Seller and Buyer and their respective successors and assigns, and are not for the benefit, directly or indirectly, of any other Person.

(p)	Assignment. Neither party shall assign or delegate this Agreement, or any of its rights or obligations hereunder, without the prior written consent of the other party.

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(i)	a “part” means any engine, module, component, instrument, furnishing, control, appliance, accessory, reverser, nacelle, equipment or other item or equipment of any kind whether similar to any of the foregoing or not;

(ii)	a “regulation” includes any applicable present or future governmental directive, regulation or legal requirement;

(iii)	any “agreement”, “license” or other document includes any agreement, license or other instrument as varied, novated, amended or replaced from time to time (but without prejudice to any restrictions on such variation, novation, amendment or replacement);

(iv)	the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and shall not be limited to the particular clause in which the relevant expressions appear and the expressions “thereof”, “therein” and similar expressions shall be construed in like fashion;

(v)	references to any statute or other legislative provision shall be read to include any statutory or legislative modification or re-enactment thereof or any substitution therefor;

(vi)	references to a party shall be read to include its successors and permitted assigns;

(vii)	a Clause or Schedule shall be construed as a reference to a clause hereof or a schedule hereto;

(viii)	a word importing the singular number shall be construed so as to include the plural and vice versa;

(ix)	the expression “in writing” includes by facsimile or e-mail; and

(x)	the index, clause and sub-clause headings in this Agreement (including their use in cross references) are for ease of reference only and shall not affect the interpretation of this Agreement.

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SCHEDULE 2

AIRCRAFT DESCRIPTION; INITIAL PURCHASE PRICE

MSN	Chinese Registration Mark	Engine Make and Model	ESNs	Initial Purchase Price	Deposit	Anticipated Closing Date	Final Delivery Date
30075	B-2502	CFM56-7B22	891281 874791	$[ ]	$[ ]	June 16, 2020	July 31, 2020

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•	Aircraft Maintenance Manual

•	Illustrated Parts Catalog

•	Power Plant Build Up Manual

•	Engine Illustrated Parts Catalog

•	Engine Manual

•	Airframe current total time / cycle

•	Non incident / accident statement from the operator (per ICAO request)

•	Life limited parts status (including airframe life limit) with backup documentation from OEM, full back to birth and non incident / accident statement (Acceptable for landing gear LLP lacking BTB traceability)

•	Hard time component list (to include PN, SN, description, position, date installed)

•	Hard time components (FAA 8130-3 or EASA Form 1 or CAAC 038 or CEA serviceable tag, or equivalent for each component)

•	Avionics inventory list

•	LOPA

•	OC/CM component listing with FAA 8130-3 or EASA Form 1, or CAAC 038 or CEA serviceable tag, or equivalent for each part replaced in the last 2 years

•	Current AD status

•	Current SB status, modification status

•	AD compliance dirty finger prints and AMOC’s granted if applicable

•	Aircraft tech logbook and aircraft flight logbook for last 24 month

•	Original manufacturer’s delivery data

•	Last A, C, D/SI (equivalent, if applicable) work packages

•	Last done and next due maintenance reports (including all MPD, non-MPD, CPCP, SSI and ETOPS tasks last completed)

•	Last thrust reverser overhaul shop report (if available)

•	Last fan and nose cowls shop report (if available)

•	Engine current total time / cycle

•	Total TSLSV / CSLSV and for each module

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•	Engine disk sheet to include the standard duty cycle remaining calculation for each applicable LLP

•	Non incident / accident statement from the operator (per ICAO request)

•	Statement to confirm that no non-OEM repair, no DER repair, no PMA

•	Status of any non MPD repetitive inspections

•	ETOPS statement and configuration compliance documentation (if applicable)

•	Engine performance and trend monitoring incorporating engine take off performance reports from last six months, engine EGT margin trends, engine vibration trend levels, and engine shaft speed trend levels

•	Life limited parts back to birth trace for each part, including backup documentation from OEM, Engine disk sheets for LLP replacement, and non incident / accident statement

•	OEM engine documentation including certificates such as the build Form 1, AD status, SB status, all module build packages (if applicable)

•	Engine logbook or engine history report including aircraft registration, position, date of installation / removal or on-wing event, aircraft hours and cycles corresponding with the engine hours and cycles, thrust, reason for removal

•	Current data plate – Thrust

•	Engine current AD status signed

•	Engine current SB status signed

•	Minipacks for all engine shop visits, if available, to include (FAA 8130-3 or EASA Form 1 or equivalent, AD status, SB status, LLP status, technical variances, QEC, test cell data and borescope report, if applicable)

•	Dirty fingerprint records for the shop visits of the last performance restoration of each module, if available

•	Current borescope report (video)

•	Engine QEC listing, with FAA 8130-3, EASA Form 1 or CAAC 038 or CEA service tag or equivalent for all QEC components installed on the engine

•	Landing gear assembly current total time / cycle, TSO / CSO

•	Current life limited parts status report

•	Life limited parts back to birth with backup documentation from OEM, full back to birth and non incident / accident statement (Acceptable for landing gear LLP lacking BTB traceability)

•	Latest complete OH shop visit report

•	APU current total time / cycle

•	Current life limited parts status report

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•	Life limited parts back to birth with backup documentation from OEM, full back to birth and non incident / accident statement

•	Statement to confirm that no non-OEM repair, no DER repair, no PMA

•	Latest AD / SB modification status

•	Logbook

•	Total TSLSV / CSLSV

•	Complete copy of the last shop visit report

•	Total time / cycle since overhaul

•	Historical shop visit reports from last hot section refurbishment

•	Readiness Log

•	AD Compliance

•	Landing Gear Life Limited Parts

•	Miscellaneous Log

•	Details Specifications

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(a)	Buyer has inspected the Aircraft in accordance with the provisions of Section 4 of the Agreement at [insert inspection location] and the Aircraft and found the physical condition of the Aircraft to be satisfactory in all respects;

(b)	Buyer has received and inspected all of the Aircraft Documents and found them to be complete and satisfactory in all respects; and

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Exhibit D

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The notice details of Guarantor are as follows:

Address:	Xiamen Lufu Aircraft Leasing Co., Ltd. Room 506, 5/F, Building A7, Central Park Plaza No. 10 Chaoyang Park South Road, Beijing, PRC
Attention:	Jerry Duan, Chief Operating Officer

Address:	Contrail Aviation Leasing, LLC 435 Investment Court  Verona, WI 53593
Attention:	Joseph G. Kuhn, CEO

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Exhibit D

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Addendum A Delivery Conditions
General Condition:	Provided that the Aircraft has met the requirements set forth in this Addendum A, the Aircraft shall be delivered in “As is, Where is” condition and in compliance with CAAC requirements. The Aircraft shall be in a physical condition for continued commercial service for at least twenty-five (25) cycles.
Airframe:	As is, Where is
Engines:	1. The Engines shall each have not less than twenty-five (25) cycles of operation remaining until next core heavy maintenance/core gas path restoration. 2. Each LLP shall have at least twenty-five (25) cycles remaining until life expiration. 3. The Engines will have no on watch item(s), which is less than twenty-five (25) cycles allowed for any limitations or repeat inspections.
Landing Gear:	1. The landing gear shall have at least 25 cycles remaining as per MPD. 2. Brakes, wheels and tires shall have no more than 50% of their tread and useful life consumed. 3. Acceptable for landing gear LLP lacking BTB traceability.
APU:	APU shall be in a serviceable condition
Livery:	Current operator livery
Airworthiness Directives	Comply with AD (CAAC) as the Delivery Date.

Addendum A

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Repairs:	1. All repairs shall have a re-inspection interval of no less than twenty-five (25) cycles remaining. 2. All in accordance with SRM or manufacturer, FAA DER approval. 3. In the event that there is no FAA 8100-9 or 8110-3 forms, or RDR, a letter from operator’s quality assurance manager stating “Operator repair was incorporated without deviation” will suffice.
Components:	OCCM components installed is within two (2) years before delivery, and all HT components shall have EASA form 1, or FAA 8130-3, or CAAC-038 or operator’s serviceable tags
Others Conditions:	No demo flight will be performed. The results of Buyer’s Inspection, as defined in the Agreement, must be satisfactory to Buyer in its sole discretion, acting in good faith; provided, however, that the verification of the conditions set forth above shall be deemed satisfactory with respect to such conditions.

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