From: "jeffrey E." <jeevacation®gmail.com>

From: "jeffrey E." <jeevacation®gmail.com> To: Larry Visoski Subject: Re: BBJ SN 30884 [CC-MERO.FID1500434] Date: Wed, 12 Oct 2016 15:44:21 +0000 Inline-Images: image001.png Yes that's agreeable as long as original engine specs are approved by us in the next week On Wednesday, 12 October 2016, Larry Visoski <a wrote: Jeffrey Darren should request engine specs for the original engine they proposing to install, to confirm its margins and Cycle life remaining is equal to or < greater to the 12,000 engine, Thx Lany Sent from my iPhone Begin forwarded message: From: Claire Brugirard Date: October 12, 2016 at 8:20:46 AM EDT To: jDarren Indyke Cc: Rob DiCastri , "Nelson, Michael" , Larry Subject: RE: BBJ SN 30884 ICC-MERO.FID1500434I Dear Darren, Our leadership has instructed me to send you our final offer as follows; 1. The purchase price to remain at 17.5 M 2. The high time engine will be replaced with the original engine 3. The two additional aux fuel tanks which were recently located will be included in the loose equipment list 4. The pre-buy inspection and the delivery to be at Abu Dhabi International (Etihad Engineering) which is an MRO approved by both GCAA and FAA, or within UAE as long as it is an FAA/GCAA approved facility audited by Royal Jet. 5. Royal Jet will be responsible for any discrepancies with the agreed cap of 500,000 above which Royal Jet can either elect to pay for the discrepancies or to refund the pre-buy inspection costs 6. Please note that Royal Jet will only address airworthy items and any cosmetic items shall not be considered as a discrepancy; as such there will be no touch up work on the interior wood work done, and the condition of the woodwork should not be a reason for rejecting the aircraft EFTA00815278 We do agree to include in the delivery condition that there shall be issued by the GCAA, in form and in substance satisfactory to the FAA, as determined by a duly authorized designated airworthiness representative of the FAA selected by Purchaser in its discretion, an export certificate of airworthiness. With regards to your request about items and matters that require correction in order for the aircraft to be qualified for issuance of a U.S. Certificate of Airworthiness; we fully realize that the intention is to register the aircraft in the USA, however, we would appreciate your understanding that we cannot expose ourselves by committing to fulfilling requirements that are unknown to us. Therefore, and since the DAR would in any case be involved with the issuance of the export certificate, we request that this item remains deleted as suggested in the last draft purchase agreement which was sent through (unless there would be a way to know beforehand what such requirements would entail). This offer is of course subject to agreeing and signing a binding purchase agreement between the parties and if the buyer is willing to proceed, then we would request that the text of such purchase agreement is agreed upon no later than Thursday, 27th October, 2016 (preferably before), and for the pre-buy inspection to start as soon as possible thereafter. We look forward to hearing from you soon. Best Regards :"icid:image001.png@01D 1C152.967787B0 Claire Brugirard Sales Manager PO Box 60666, Abu Dhabi, United Arab Emirates Direct: Mobile: www.royaljetproup.com From: Darren Indyke [mailto: Sent: Wednesday, October 12, 2016 12:19 AM To: Claire Brugirard EFTA00815279 Cc: Rob DiCastri; Nelson, Michael; Larry Subject: Re: 8W SN 30884 [CC-MERO.FID15004341 Dear Claire: I understand that Royal Jet has made a revised offer, which is to to replace the high time engine on the aircraft with the original engine that was previously replaced and to include two extra fuel tanks, to set the purchase price at $17.5 Million, and to have the pre-buy inspection take place at a facility in the UAE. Is this correct? Please advise. Thank you. Regards, DARREN K. INDYKE DARREN K. INDYKE, PLLC 575 Lexington Avenue, 4th Floor New York, New York 10022 Telephone: Telecop Mobile: email: The information contained in this communication is confidential, may be attorney-client privileged, and is intended only for the use of the addressee. It is the property of Darren K. Indyke, PLLC. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail, and destroy this communication and all copies thereof, including all attachments. Copyright of Darren K. Indyke, PLLC - O 2016 Darren K. Indyke, PLLC — All rights reserved. On Oct 10, 2016, at 1:47 PM, Darren Indyke < - wrote: Dear Mr. DiCastri: EFTA00815280 Inasmuch as Royal Jet has already agreed to be responsible for up to $500,000 of discrepancies noted during the pre-purchase inspection, your email below is clearly a move in the wrong direction. However, we are prepared to offer Royal Jet, LLC $17.2 million on the same terms as previously agreed without a requirement that you restore the woodwork to an acceptable condition. This absolutely requires you to address discrepancies at your cost and requires you to pay our inspection fees and costs should you refuse or fail to correct discrepancies of up to and including $500,000. In addition, discrepancies must include, without limitation, those items and matters that require correction in order for the aircraft to be qualified for issuance of a U.S. Certificate of Airworthiness. If you are willing to proceed on this basis, please so advise and I will move forward with the revisions to the proposed purchase agreement. Otherwise, I wish you luck in negotiating from scratch with any potential potential purchasers, and I will instruct the escrow agent to return our Deposit and negotiations will be terminated. I await your prompt reply. Regards, DARREN K. INDYKE DARREN K. INDYKE, PLLC 575 Lexington Avenue, 4th Floor New York, New York 10022 Telephone: Telecopier Mobile: email: The information contained in this communication is confidential, may be attorney-client privileged, and is intended only for the use of the addressee. It is the property of Darren K. Indyke, PLLC. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail, and destroy this communication and all copies thereof, including all attachments. Copyright of Darren K. Indyke, PLLC - C 2016 Darren K. Indyke, PLLC — All rights reserved. On Oct 7, 2016, at 1:55 PM, Rob DiCastri < > wrote: Mr. Indyke, EFTA00815281 Though we made it clear in our message that our offer was non-negotiable, our leadership has considered your proposal and will accept a price of $17m under the following conditions: I. The purchase is on an "as is, where is" basis at AUH, and this will be reflected as the delivery condition in the purchase agreement 2. All rectification costs as a result of the pre-purchase inspection are therefore for the account of the buyer 3. The full purchase price will therefore be paid to the seller's account by the buyer, without any deductions 4. The buyer will pay for the ferrying of the aircraft to the pre-purchase inspection facility at a full market charter rate 5. The above will be reflected in the purchase agreement to the seller's satisfaction within 14 days of this message Your representatives are well aware of the mechanical condition of the aircraft from their visits to our facilities, therefore this is a more than fair offer. We require your acceptance or rejection of this offer immediately, otherwise we will proceed with other potential purchasers. We look forward to receiving your response. Rob D. DiCastri President & CEO Royal Jet LLC On Oct 7, 2016, at 7:33 PM, Darren Indyke c > wrote: Dear Claire: I have been instructed either to prepare a purchase agreement embodying the $17 million purchase price provided in my October 5 email to you or to terminate negotiations and withdraw Thomas World Air, LLC's/Plan D, LLC's deposit. Please advise how you wish for me to proceed. Thank you. EFTA00815282 Regards, DARREN K. INDYKE DARREN K. INDYKE, PLLC 575 Lexington Avenue, 4th Floor New York, New York 10022 Telephone: Telecopier: Mobile: email: The information contained in this communication is confidential, may be attorney-client privileged, and is intended only for the use of the addressee. It is the property of Darren K. Indyke, PLLC. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail, and destroy this communication and all copies thereof, including all attachments. Copyright of Darren K. Indyke, PLLC - O 2016 Darren K. Indyke, PLLC — All rights reserved. On Oct 6, 2016, at 3:45 PM, Claire Brugirard <a wrote: Dear Darren, Yesterday's email is well received and has been shared with higher management. We will come back to you as soon as we hear from them with our feedback. Best Regards, Claire Brugirard EFTA00815283 From: Darren Indyke Sent: Thursday, October 6, 2016 23:41 To: Claire Brugirard Cc: Larry; Nelson, Michael; Rob DiCastri Subject: Re: BB.1SN 30884 [CC-MERO.FID1S00434] Dear Claire: Please confirm receipt of my email of yesterday's date and advise regarding the status of this matter. Thank you. Regards, DARREN K. INDYKE DARREN K. INDYKE, PLLC 575 Lexington Avenue, 4th Floor New York, New York 10022 Telephone: Teleco Mobile email: The information contained in this communication is confidential, may be attorney-client privileged, and is intended only for the use of the addressee. It is the property of Darren K. Indyke, PLLC. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail, and destroy this communication and all copies thereof, including all attachments. Copyright of Darren K. Indyke, PLLC - 2016 Darren K. Indyke, PLLC — All rights reserved. ************************* *********************************** ******************************************* On Oct 5, 2016, at 2:57 PM, Darren Indyke c > wrote: EFTA00815284 Dear Claire: Thank you for your attempt at a resolution of this matter. If the purchase price is reduced to $17 million with the woodwork as is, then we can move forward. Otherwise, you may consider Thomas World Air, LLC's/Plan D, LLC's offer terminated and further negotiations with respect to the aircraft at an end. I appreciate your quick response and wish you luck if you decide to proceed with others. Regards, DARREN K. INDYKE DARREN K. INDYKE, PLLC 575 Lexington Avenue, 4th Floor New York, New York 10022 Telephone: Telecopier: Mobile email: The information contained in this communication is confidential, may be attorney-client privileged, and is intended only for the use of the addressee. It is the property of Darren K. Indyke, PLLC. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail, and destroy this communication and all copies thereof, including all attachments. Copyright of Darren K. Indyke, PLLC - C 2016 Darren K. Indyke, PLLC — All rights reserved. On Oct 5, 2016, at 12:24 PM, Claire Brugirard > wrote: Dear Darren, EFTA00815285 We have shared your message below with our leadership and are writing to communicate our position on this matter. We do not believe that the offer made at USD 15,5 M reflects even close to the market value of the aircraft in its current condition, and we are disappointed that your principle has decided at this late stage to change his offer. As noted below, we were transparent throughout this process, and you sent Mr. Visoski over here having received all of the correct information and the feedback from your local representative. Even he initially expressed satisfaction with the interior and the technical condition of the aircraft, before then coming back to us with these new issues. Despite this, we are prepared to make an additional effort in order to show our goodwill and close this deal. We propose a final and non-negotiable offer as follows: Option A: We maintain the price at USD 17.8 M, however Royal Jet commits to making basic "touch-ups" on the interior woodwork at a qualified shop located here in Abu Dhabi. Option B: The aircraft is purchased on an "as-is" basis (i.e. with the interior wood work in its current condition) in which case Royal Jet accepts to reduce the price to USD 17.5 M. Please note that under both scenarios we will not accept any further reductions on the price even if after touch-up work is complete the result is still not to an "acceptable standard" according to the buyer or the buyer's representative. Furthermore, only airworthiness issues will be addressed in the pre-purchase inspection process, and this will be reflected in the delivery condition to be defined in the purchase agreement, which is to be executed by both parties before the aircraft is sent for such inspection. If the above is not acceptable to the buyer, he is welcome to withdraw his deposit and we will re-open discussions with other prospective purchasers. Given the work done by both parties on this transaction so far, we hope it can still be completed, however we require the buyer's response by the close of business on Friday 7th October. We look forward to receiving your response. Best Regards EFTA00815286 <image001.png> Claire Brugirard Sales Manager PO Box 60666. Abu Dhabi, United Arab Emirates Direct: Mobile I www.royaljetgroup.com From: Claire Brugirard Sent: Monday, October 3, 2016 7:21 PM To: Darren Indyke Cc: Larry; Nelson, Michael Subject: Re: BBJ SN 30884 (CC-MERO.FID1500434] Dear Darren, Your email below has been shared with our senior management. They have a meeting this coming wednesday during which they will discuss this so I should have an answer by Wednesday evening our time which is Wednesday morning your time. Appreciate your patience and understanding. Thanks Best Regards, Claire Brugirard EFTA00815287 From: Darren Indyke Sent: Thursday, September 29, 2016 20:04 To: Claire Brugirard Cc: Larry; Nelson, Michael Subject: Re: BBJ SN 30884 [CC-MERO.FID1S00434] Dear Claire: Thank you for your letter. We appreciate the spirit in which it was written, and we too would like to come to an understanding. However, as the lawyer for the principal of Thomas World Air, LLC and Plan D, LLC, I feel obliged to point out the following: I. We received numerous photographs from you detailing the interior of the aircraft, and none of those photographs showed any of the wear and tear that was immediatley apparent upon a visual inspection of the interior. 2. We were initally sent documnets that reflected the fact that one engine had only 4,400 hours on it and the other engine had 11,500 hours on it. However, we are now advised that the first engine actually has 6,600 hours on it and the other engine has 12,400 hours on it. Thus, these engines have a total of 3,100 more hours on them than you initially represented to us. At our rate of flying, this equates to approximately 4-5 more years of use than were lead to believe when we were negotiating the sales price. In light of this, I am unsure how we should proceed. Candidly, my principal is very disappointed both by the change in information about the aircraft from that which was initially conveyed to him and with the expenses he has had to incur to date in order to uncover information that should have been provided to him at the outset. I must also tell you that we have received a bid to refinish the wood of approximately $1.25 million. Moreover, our consultants estimate another $1.25 million reduction in value as a result of the additional previously undisclosed engine wear and tear. If we are to persuade my principal to move forward, I believe that we could only do so at a new price of around $15.5 million. I am hopeful that we can move forward at this price which better reflects the true condition of the aircraft. However, Larry Visoski informs me that you have received two other offers on the aircraft, and we will understand if you wish to pursue those instead. EFTA00815288 Please let us know how you wish to proceed. Regards, DARREN K. INDYKE DARREN K. INDYKE, PLLC 575 Lexington Avenue, 4th Floor New York, Telephone: Telecop. Mobile: email: The information contained in this communication is confidential, may be attorney-client privileged, and is intended only for the use of the addressee. It is the property of Darren K. Indyke, PLLC. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail, and destroy this communication and all copies thereof, including all attachments. Copyright of Darren K. Indyke, PLLC - O 2016 Darren K. Indyke, PLLC — All rights reserved. On Sep 29, 2016, at 8:32 AM, Claire Brugirard < wrote: Dear Darren, Dear Larry, Our Management has had a detailed meeting with our Chairman this afternoon in order to discuss this topic. We would like to clarify that Royal Jet has been fully transparent with regards to the condition of the aircraft; the aircraft was made available for viewing twice for two different people who each have made a different evaluation about the quality of the interior woodwork. We understand that this can happen since this is a subjective matter. EFTA00815289 We would like to assure you of our intention to resolve this issue together and find an agreement in order to move forward with the deal. Since the quality of the interior woodwork on a pre-owned aircraft will always be subject to various individual and personal opinions and since it will be extremely difficult (and most likely an open end) to define and agree together what would be the "acceptable standard" to which we would have to bring the woodwork; we would like to hear from you how we can help in resolving the issue or what can be done from our side to compensate if the buyer were to accept the aircraft with the interior woodwork as it is now. We look forward to hearing from you on this and hope we will be able to move forward with a solution that is acceptable to both parties. Best Regards <image003..png> Claire Brugirard Sales Manager PO Box 60666, Abu Dhabi, United Arab Emirates Direct: Mobile: I www.royaljetgroup.com From: Darren Indyke mailtor Sent: Wednesday, September 28, 2016 5:47 AM To: Nelson, Michael Cc: Claire Brugirard; Ashok Kumar; Husham Osman; Larry Subject: Re: BBJ SN 30884 [CC-MERO.FID1500434] Dear Mike: I assume you are already aware that I have received reports that Mr. Visoski was very disappointed with his inspection of the aircraft. He was particularly dissatisfied with the very EFTA00815290 poor quality and condition of the interior woodwork of the aircraft, which we were lead to believe was immaculate. I assume the Seller will agree as part of the Sale and Purchase Agreement to bring the woodwork up to the standard that was previously represented to Buyer. Please notify us by the close of business on Thursday, September 29, 2016, if this is acceptable. If not, Buyer will immediately request the return of its deposit. Please let me know if we can resolve this issue and move forward. Regards, DARREN K. INDYKE DARREN K. INDYKE, PLLC 575 Lexington Avenue, 4th Floor New York, New York 10022 Telephone: Telecopier: Mobile: email: ******** **************************************************** The information contained in this communication is confidential, may be attorney-client privileged, and is intended only for the use of the addressee. It is the property of Darren K. Indyke, PLLC. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail, and destroy this communication and all copies thereof, including all attachments. Copyright of Darren K. Indyke, PLLC - O 2016 Darren K. Indyke, PLLC — All rights reserved. On Sep 27, 2016, at 8:55 AM, Nelson, Michael .4 > wrote: Dear Darren, Further to my email below and the subsequent emails from Husham in relation to points 4 and 5 below, please do let us know if you have any further queries in relation to the Aircraft Purchase Agreement. We look forward to receiving your input and proceeding to finalise the Aircraft Purchase Agreement. Kind regards, EFTA00815291 Mike Michael Nelson Senior Associate CI de & Co Direct Dial drnage001..png> PO Box 7001 I Rolex Tower I Sheikh Za ed Road I Dubai, UAE Main <irnage004.png> Follow us on twitter @AviationClydeCo Airline Economics Law Firm of the Year (2016) Global Aviation Law Firm of the Year (2005 - 2015) Best Aviation Finance Advisory - Emerging Markets (2015) From: Nelson, Michael [S] Sent: 22 September 2016 19: To: Darren Indyke Cc: Claire Brugirard; Ashok Kumar; Husham Osman; Larry Subject: RE: 663 SN 30884 [CC-MERO.FID1500434] Dear Darren, Iwww.clydeco.com Good to speak to you earlier and thank you for your time on the call. As requested, please see the following summary of the points we discussed: 1. Section 2(a)(v): The square brackets can be deleted. The aircraft will comply with ADs issued by the GCAA and the FAA. 2. Section 2(a)(vi): Royal Jet can provide the Certificate of Airworthiness from the GCAA and the latest Airworthiness Review Certificate ("ARC"), which is a revalidation of the Certificate of Airworthiness. The ARC is issued annually and is a certification of the airworthiness of the aircraft issued by Royal Jet and approved and stamped by the GCAA. The latest ARC will also include the latest Certificate of Release to Service ("CRS") and, further, a CRS should be issued following the Cl inspection as part of the Pre-Purchase Inspection. Please note that the CRS is not issued directly by the GCAA, but is issued under GCAA approval. EFTA00815292 3. Section 2(a)(vii): The square brackets can be deleted. The Export Certificate of Airworthiness will be in a form acceptable to the FAA as determined by the DAR. 4. Section 2(a)(viii): In relation to damage history, we discussed that Husham would circulate the relevant documentation in relation to the damage history of the aircraft in order that this may be distributed to the Purchaser's advisors. 5. Section 3: We discussed that the aircraft may only be inspected by a facility that is approved by the GCAA. We understand that Stambaugh Aviation is not. It is Royal Jet's preference for the aircraft to be inspected in the UAE at an inspection facility that is approved by the GCAA with an FAA DAR present (I understand there are a number based in the region). We agreed that Husham would circulate a list of proposed inspection facilities for consideration by the Purchaser. Further, if the parties are able to agree an inspection facility where we may inspect and close as sales tax will not be applicable (such as the UAE), then that would be preferable to avoid the difficulty of 're-inspection' following a relocation flight to a tax efficient location. Closing in the UAE would also stream-line the process for obtaining the Export Certificate of Airworthiness from the GCAA. 6. Section 3(a): If the aircraft is to be relocated, Royal Jet will look at the costs that it would expect to incur once that location is decided on with a view to agreeing an adequate cap. Kind regards, Mike Michael Nelson Senior Associate I C Direct Dial: <image001.png≥ e & Co PO Box 7001 I Rolex Tower I Sheikh Za ed Road I Dubai. UAE Main <image004.png> Follow us on Sitter @AviationClydeCo Airline Economics Law Firm of the Year (2016) Global Aviation Law Firm of the Year (2005 - 2015) Best Aviation Finance Advisory - Emerging Markets (2015) From: Nelson, Michael Sent: 22 September 2016 16:46 To: 'Darren Indyke' Cc: Claire Brugirard; Ashok Kumar; Husham Osman Subject: RE: 663 SN 30884 [CC-MERO.FID1500434] Iwww.clydeco.com EFTA00815293 Dear Darren, Apologies, can we please push this call back to 9.30am New York time / 5.30pm Abu Dhabi time? Kind regards, Mike Michael Nelson Senior Associate C de & Co Direct Dial: <image001.png> PO B d I Dubai, UAE Main vflAy.clydetty.com <image004.png> Follow us on twitter @AviationClydeCo Airline Economics Law Firm of the Year (2016) Global Aviation Law Firm of the Year (2005 - 2015) Best Aviation Finance Advisory - Emerging Markets (2015) From: Nelson, Michael [mailto Sent: 22 September 2016 12: To: Claire 6rugirard; Ashok Kumar; liusham Osman; Darren Indyke Subject: RE: 663 SN 30884 [CC-MERO.FID1500434] Dear All, Further to the emails below, I have sent you meeting requests for today's call at 9.00am New York time / 5.00pm Abu Dhabi time. For ease of reference, the conference call details are as follows: Dial-in (UAE): Dial-in (USA): EFTA00815294 Meeting ID: 3322 Meeting password: 8844 Kind regards, Mike Michael Nelson Seior Asso Direct cimage0O1.png> PO ox 7001 I Rolex Tower I Sheikh Zaved R ad I Dubai. UAE Mai Iwww.clydoco.com <image004.png> Follow us on Sitter @AviationClydeCo Airline Economics Law Firm of the Year (2016) Global Aviation Law Firm of the Year (2005 - 2015) Best Aviation Finance Advisory - Emerging Markets (2015) From: Darren Indyke < Sent: Wednesday, September 21, 2016 22:36 To: Claire Brugirard Subject: Re: 663 SN 30884 [CC-MERO.FID1S00434] 9am NY time would be fine. Thanks. Sent from my iPhone On Sep 21, 2016, at 2:34 PM, Claire Brugirard < wrote: Hi Darren Either 8am or 9am your time? (i.e. New York timing) Let me know what suits you best EFTA00815295 please note The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to [email protected], and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved EFTA00815296