LETTER OF INTENT

LETTER OF INTENT To: Tunisair Date: January 13, 2014 PLEASE ACCEPT OUR LETTER OF INTENT TO PURCHASE THE AIRCRAFT PRODUCTS AND/OR OTHER ITEMS SPECIFIED BELOW SUBJET TO THE TERMS AND CONDITIONS OUTLINED IN THE SPECIFICATIONS SECTION. YEAR MAKEIMODEL REGISTRATION NUMBER AIRCRAFT SERIAL. NUMBER ENGINE SERIAL. NUMBERS 1999 Boeing / BBJ TS-100 29149 8758.51 / 874864 SPECIFICATIONS: 1. A mutually acceptable definitive Purchase Conditions to be completed on or about 2. Visual inspection, Flight Check (of Book review on the aircraft, acceptable 3. Offer subject to a Pre-Purchase Inspection, defined in the Purchase Agreement, Basel (the "Faciltyl. at Purchaser's of the completion of the Pre-Purchase written acceptance or rejection of the acceptance of the aicraft. the deposit subject to Seiler fuffiling its obligations rejects the aircraft upon completion deposit shall be returned to Purchaser. 4. Title shall be free and dear of all liens including clear title on the International 5. At Seller's expense, the aircraft shall an airworthy and operational condition every kind functioning normally to manufacturer's and mandatory SBs complied with (without manufacturer's maintenance program; programs (currently in force) current dosing, and with all airworthiness discrepancies Purchase Inspection and Flight Check, return the aircraft to service rectified. business days of completion of the return of the aircraft to service by the March 1. 2014. Agreement and Terms January 29. 2014. & and Log expense. shall be Aerospace, days provide Purchaser the at dosing: in of each and with all Ms on the and engine the day of the Pre- Facility to two (2) and or about after reimburse and no Aircraft from either in whole transaction. Purchaser Inc. Oklahoma DELIVERY: no more than 4 hours in duration) to Purchaser, at Purchaser's the scope of which to be completed at AMAC expense. Within three (3) business Inspection, Purchaser shall aircraft to Seller. Upon written shall be deemed non-refundable, hereunder. In the event of the Pm-Purchase Inspection, and encumbrances whatsoever, Registry. be delivered to purchaser with all airworthy systems specifications: deferment); current with all applicable airframe and paid up-to-date through identified during which are required by the Closing shall occur within airworthiness discrepancy repairs Facility, which shall be on to repair, or is unable to repair with requied AD's or SB's in writing. Seller agrees to Purchaser to perform the Pre•Purchase log books (in English) Seller agrees to remove Offer may not be disclosed, as requied to complete this acceptance of this Offer. deposit with the escrow agent. 6. Should Seller airworthiness Purchaser has Purchaser for Inspection and 7. Aircraft shall known damage 8. Upon mutual any and all advertising. 9. Parties agree or in part, to 10. Within two (2) will place a refundable Mention Kirk City OK. 11. This offer is for any reason refuse discrepancies or comply accepted the aircraft all costs incurred by Flight Check. have complete and continuous history. acceptance of this Offer, that the terms of this any third party except business days of mutual $1,000,000.00 Wolford President. Insured Aircraft Title Service. valid until 5:00 PM EDT. January 15, 2014 AIRCRAFT DESCRIPTION: As described in attached Schedtte(s) A. Please Initial and 'mum with this offer. EFTA01109708 SPECIAL AMENDMENTS: PURCHASE PRICE $15,000,000.0 DEPOSIT $1,000,000.0 ,CASHDUE ON DELIVERY $14,000,000.00 Signature: Signature: Agreement Accepted by seller this day of January 2014 Name: Mr. Rabah Jerad Title: Chief Executive Officer Company: Tunisair Address: Societe Tunislenne De L' Air Chargula 2 City/State/Zip: 2035 Tunis-Carthage Tunisia Agreement Accepted by Purchaser this day of January 2014 Name: Title: Company: Plan D, LLC Address: 8100 Red Hook Quarter, B3, St. City/State/Zip: Thomas, USVI 00802 EFTA01109709