FORM 2A.

12 MASTER AIRCRAFT LEASE AGREEMENT

LESSOR: LESSOR NAME AND LOGO

Lessor Address MASTER AIRCRAFT LEASE AGREEMENT
Lessor Telephone LESSEE NAME:
Lessor Email LESSEE NO.:
Lessor Website Address LEASE NO.:

This Master Aircraft Lease Agreement dated as of ___________________ (this "Master Lease"), is made by and between [Lessor Name], a
_____________________________________, ("Lessor"), and [Lessee Name], a ______________, having its headquarters at [Lessee Address]
("Lessee").

1. Lease. Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor, the Aircraft described in the Aircraft Lease Schedule or Aircraft Lease
Schedules in substantially the form of Exhibit A hereto (the "Schedule") from time to time signed by Lessor and Lessee upon the terms and conditions
set forth in this Master Lease and in the related Schedule. Each Schedule shall constitute a separate lease incorporating the terms of this Master Lease.
Lessee's execution of a Schedule shall obligate Lessee to lease the Aircraft described therein from Lessor. No Schedule shall be binding on Lessor
unless and until executed by Lessor. Anything to the contrary notwithstanding, Lessor shall have no obligation to accept, execute or enter into any
Schedule or to acquire or lease to Lessee any Aircraft. Lessee's execution and delivery to Lessor of the Acceptance Certificate in the form of Exhibit B
hereto (the “Acceptance Certificate”) with respect to the Aircraft shall constitute Lessee's irrevocable acceptance of the Aircraft for all purposes of this
Lease. This Lease provides an International Interest in the Aircraft in favor of Lessor.

The parties hereto intend this Lease to be a true lease and Lessee understands and agrees that Lessee acquires only a leasehold interest hereunder and
that Lessee does not acquire any right of beneficial ownership or equity in the Aircraft by payment of rentals hereunder, and Lessee acknowledges
that title to the Aircraft remains in Lessor. Except with Lessor's prior written consent, Lessee shall not have the right to (i) register the Aircraft in
Lessee's name with the FAA, the International Registry or any other governing authority, or (ii) consent to the registration of any International
Interest or Prospective International Interest under the Cape Town Treaty.

2. Term. The term of this Lease shall begin on the Rent Commencement Date shown in the applicable Schedule and shall continue for the number of
consecutive months from the Rent Commencement Date shown in such Schedule (the "Initial Term") unless earlier terminated by Lessor as provided
herein. The Rent Commencement Date is the 15th day of the month in which the Aircraft described in the related Schedule has been delivered and
accepted by Lessee if such delivery and acceptance is completed on or before the 15th of such month, and the Rent Commencement Date is the last
day of such month if such delivery and acceptance is completed during the balance of such month. In the event Lessee executes the related Schedule
prior to delivery and acceptance of the Aircraft described therein, Lessee agrees that the Rent Commencement Date may be left blank when Lessee
executes the related Schedule and hereby authorizes Lessor to insert the Rent Commencement Date based upon the date appearing on the Acceptance
Certificate signed by Lessee.

At the expiration of the Initial Term, unless Lessee shall have renewed the Lease or purchased the Aircraft from Lessor, as provided for in the
Schedule, if Lessee does not return to Lessor the Aircraft that is the subject of a Schedule in accordance with Section 14 below, Lessee shall pay to
Lessor an amount equal to 125% of the monthly Basic Rental Payment that was in effect during the last month of the Initial Term for each month (or
part of any month), as "Holdover Rent", and shall comply with all other provisions of this Lease, from the first day after the expiration of the Initial
Term until the Aircraft has been returned to Lessor in accordance with Section 14, provided however, that nothing contained herein and no payment
of Holdover Rent shall relieve Lessee of its obligation to return the Aircraft upon the expiration or earlier termination of the Lease. In addition, Lessee
shall pay any applicable sales, use and/or property taxes arising from this Lease.

3. Rent. Lessee shall pay as basic rent for the Initial Term of this Lease the amount shown in the related Schedule as Total Basic Rent. The Total Basic
Rent shall be payable in installments each in the amount of the Basic Rental Payment set forth in the related Schedule plus sales and use tax thereon.
Lessee shall pay advance installments and any security deposit, each as shown in the related Schedule, on the date it is executed by Lessee. Subsequent
installments shall be payable on the day of each month as indicated in paragraph 2 above or on the dates set forth in the related Schedule, if different;
provided, however, Lessor and Lessee may agree to any other payment schedule, including irregular payments or balloon payments, in which event
they shall be set forth in the Schedule. If the actual cost of the Aircraft is more or less than the Total Cost as shown in the Schedule, the amount of
each Basic Rental Payment will be adjusted up or down to provide the same yield to Lessor as Lessor would have obtained if the actual cost had been
the same as the Total Cost. Adjustments of 10% or less may be made by written notice from Lessor to Lessee. Adjustments of more than 10% shall be
made by execution of an amendment to the Schedule reflecting the change in Total Cost and Basic Rental Payment.

In addition to Basic Rent, which is payable beginning on the Rent Commencement Date, Lessee agrees to pay interim rent for the period beginning
on the Acceptance Date of each Aircraft as indicated on the Acceptance Certificate with respect to such Aircraft, to the Rent Commencement Date, at
a daily rate equal to the percentage of the Total Cost of the Aircraft set forth in such Schedule ("Interim Rent"). Interim Rent shall be payable on the
Rent Commencement Date. Lessee agrees that if the Aircraft covered by such Schedule has not been delivered and accepted thereunder before the
date specified as the Cutoff Date in such Schedule, Lessor shall have no obligation to purchase and lease the Aircraft to Lessee and Lessee shall
reimburse Lessor for all expenses and costs incurred by Lessor in connection with such Aircraft.
4. Net Lease. This Master Lease is a net lease, and Lessee's obligation to pay all rent and all other amounts payable hereunder is ABSOLUTE AND
UNCONDITIONAL under any and all circumstances, except as expressly provided herein and shall not be effected by any circumstances of any
character whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense, abatement or reduction or any right which
Lessee may have against Lessor, the manufacturer or supplier of the Aircraft or anyone else for any reason whatsoever; (ii) any defect in the condition,
design or operation of, or lack of fitness for use of, for any damage to, or loss of, all of any part of the Aircraft from any cause whatsoever; (iii) the
existence of any Liens with respect to the Aircraft; (iv) the invalidity, unenforceability or disaffirmance of this Master Lease or any other document
related hereto; or (v) the prohibition of or interference with the use of possession by Lessee of all or any part of the Aircraft, for any reason
whatsoever, including without limitation, by reason of (1) claims for patent, trademark or copyright infringement; (2) present or future governmental
laws, rules or orders; (3) the insolvency, bankruptcy, or reorganization of any Person; and (4) any other cause whether similar or dissimilar to the
foregoing, any present or future law to the contrary notwithstanding. Lessee hereby waives, to the extent permitted by applicable law, any and all
rights which it may now have or which may at any time hereafter be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender
the lease of the Aircraft. If for any reason whatsoever this Master Lease or any Schedule, other than, as expressly provided herein, shall be terminated
in whole or in part by operation of law or otherwise, Lessee will nonetheless pay to Lessor an amount equal to each installment of rent at the time
such installment would have become due and payable in accordance with the terms hereof. Each payment of rent or other amount paid by Lessee
hereunder shall be final and Lessee will not seek to recover all or any part of such payment from Lessor for any reason whatsoever.

5. Security Deposit. Lessor may apply any security deposit toward any obligation of Lessee under any Schedule and shall return any unapplied balance
to Lessee without interest upon full satisfaction of all of Lessee's obligations.

6. No Warranties. Lessee agrees that it has selected each Aircraft based upon its own judgment and disclaims any reliance upon any statements or
representations made by Lessor. LESSEE ACKNOWLEDGES THAT: LESSOR IS NOT THE MANUFACTURER OF THE AIRCRAFT NOR THE
MANUFACTURER'S AGENT NOR A DEALER THEREIN; THE AIRCRAFT IS OF A SIZE, DESIGN, CAPACITY, DESCRIPTION AND
MANUFACTURE SELECTED BY THE LESSEE; LESSEE IS SATISFIED THAT THE AIRCRAFT IS SUITABLE AND FIT FOR ITS PURPOSES;
AND LESSOR HAS NOT MADE AND DOES NOT MAKE ANY WARRANTY WITH RESPECT TO THE AIRCRAFT, EXPRESS OR IMPLIED,
AND LESSOR SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, OR
AS TO THE QUALITY, CONDITION OR CAPACITY OF THE AIRCRAFT OR THE MATERIALS IN THE AIRCRAFT OR WORKMANSHIP OF
THE AIRCRAFT, LESSOR'S TITLE TO THE AIRCRAFT, OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER. LESSOR
SHALL NOT BE LIABLE TO LESSEE FOR ANY LOSS, DAMAGE, OR EXPENSE OF ANY KIND OR NATURE CAUSED, DIRECTLY OR
INDIRECTLY, BY ANY AIRCRAFT OR THE USE OR MAINTENANCE THEREOF OR THE FAILURE OR OPERATION THEREOF, OR THE
REPAIR, SERVICE OR ADJUSTMENT THEREOF, OR BY ANY DELAY OR FAILURE TO PROVIDE ANY SUCH MAINTENANCE, REPAIRS,
SERVICE OR ADJUSTMENT, OR BY ANY INTERRUPTION OF SERVICE OR LOSS OF USE THEREOF OR FOR ANY LOSS OF BUSINESS
HOWSOEVER CAUSED. LESSOR SHALL NOT BE LIABLE FOR DAMAGES OF ANY KIND, INCLUDING ANY LIABILITY FOR
CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR THE INABILITY TO USE THE AIRCRAFT. No defect or unfitness of the
Aircraft and no failure on the part of the manufacturer or the shipper of the Aircraft to deliver the Aircraft or any part thereof to Lessee shall relive
Lessee of the obligation to pay rent or any other obligation hereunder. Lessor shall have no obligation in respect of the Aircraft and shall have no
obligation to install, erect, test, adjust or service the Aircraft. Lessee shall look only to persons other than Lessor such as the manufacturer, vendor or
carrier thereof should the Aircraft for any reason and in any way be defective. To the extent permitted by the manufacturer and/or vendor and
provided Lessee is not in default under this Master Lease, Lessor shall make available to Lessee all manufacturer and/or vendor warranties with
respect to the Aircraft.

7. Lessee Covenants, Representations and Warranties.

(a) Affirmative Covenants. Lessee shall: (i) pay all charges, title reports, escrow fees, closing costs and other expenses incurred in connection
with the delivery and closing of the Aircraft and pay all lawful claims, whether for labor, materials, supplies, air traffic control, rent or services,
which might or could if unpaid become a lien on the Aircraft; (ii) comply with all laws and regulations and rules, all manufacturer's or Service
Contract provider’s instructions and warranty requirements, and with the conditions and requirements of all policies of insurance relating to
the Aircraft and its use; (iii) mark and identify the Aircraft with all information and in such manner as Lessor or its assigns may request from
time to time and replace promptly any such marking or identification which is removed, defaced or destroyed; (iv) at any and all items during
business hours, grant Lessor free access to enter upon the premises wherein the Aircraft shall be located or used and permit Lessor to inspect
the Aircraft and all applicable maintenance records; provided, however, that Lessor shall have no obligation to inspect the Aircraft or records;
(v) maintain a system of accounts established and administered in accordance with generally accepted accounting principles and practices
consistently applied; (vi) within thirty (30) days after the end of each fiscal quarter, deliver to Lessor a balance sheet as at the end of such
quarter and statement of operations for such quarter, setting forth in comparative form the corresponding figures for the comparable period in
the preceding fiscal year, and within one hundred and twenty (120) days after the end of each fiscal year, deliver to Lessor a balance sheet as at
the end of such year and statements of operations, income and retained earnings for such year, with accompanying footnotes, each setting forth
in comparative form the corresponding figures for the preceding year, in each case prepared in accordance with generally accepted accounting
principles and practices consistently applied and certified by Lessee's chief financial officer as fairly presenting the financial position and results
of operations of Lessee, and, in the case of year end financial statements, certified by an independent accounting firm acceptable to Lessor, and
with reasonable promptness, furnish Lessor with such other information, financial or otherwise, relating to Lessee or the Aircraft as Lessor shall
reasonably request; and (vii) be and at all times during the Initial Term or any other time in which Lessee is in possession of the Aircraft will
continue to be a (A) Transacting User Entity and (B) "citizen of the United States" within the meaning of 49 USC § 40102(a)(15).

(b) Negative Covenants. Lessee shall not (i) voluntarily or involuntarily create, incur, assume or suffer to exist any Lien or other encumbrance
or attachment of any kind whatsoever upon, affecting or with respect to the Aircraft or this Master Lease or any of Lessee's interest thereunder;
(ii) permit the name of any person, association or corporation other than the Lessor or Lessee to be placed on the Aircraft; (iii) part with
 possession or control of the Aircraft or suffer or allow the Aircraft to pass out of its possession or control, or change the Primary Hangar
Location of the Aircraft or any part thereof from the address shown in the applicable Schedule; (iv) ASSIGN OR IN ANY WAY TRANSFER
OR DISPOSE OF ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER THIS MASTER LEASE OR ENTER INTO ANY
SUBLEASE, DRY OR WET LEASE OR OTHERWISE CHARTER ALL OR ANY PART OF THE AIRCRAFT WITHOUT THE PRIOR
WRITTEN CONSENT OF LESSOR; (v) change (A) its name or address from that set forth above, (B) the state under whose laws it is organized
as of the date hereof, or (C) the type of organization under which it exists as of the date hereof, unless it shall have given Lessor or its assigns no
less than thirty (30) days' prior written notice of any such proposed change; (vi) permit the sale or transfer of any shares of its capital stock or of
any ownership interest in Lessee to any person, persons, entity or entities (whether in one transaction or in multiple transactions) which results
in a transfer of a majority interest in the ownership and/or the control of Lessee from the person, persons, entity or entities who hold ownership
and/or control of Lessee as of the date of this Master Lease; or (vii) sell, transfer, lease or otherwise dispose of all or substantially all of Lessee's
assets to any person or entity. Lessee shall not consolidate with or merge into or with any other entity or purchase or otherwise acquire all or
substantially all of the assets or stock or other ownership interest of any person or entity unless Lessee is the surviving entity and the
creditworthiness of Lessee as the surviving entity is equal to or greater than before such transaction.

(c) Representations and Warranties. Lessee represents and warrants to Lessor that, effective on the date on which Lessee executes this Master
Lease and each Schedule (i) if Lessee is a partnership, corporation, limited liability company or other legal entity, the execution and delivery of
this Master Lease and each Schedule and the performance of Lessee's obligations hereunder and thereunder have been duly authorized by all
necessary action on the part of Lessee and are not in contravention of, and will not result in a breach of, any of the terms of Lessee's charter, by-
laws, articles of incorporation or other organic documents or any loan agreements or indentures of Lessee, or any other contract, agreement or
instrument to which Lessee is a party or by which it is bound; (ii) the person signing this Master Lease on behalf of Lessee is duly authorized;
(iii) Lessee's exact legal name as it appears on its charter or other organic documents, including as to punctuation and capitalization, and its
principal place of business or chief executive office are as set forth in the heading of this Master Lease; (iv) Lessee is duly organized, validly
existing and in good standing under the laws of the state of its incorporation or formation and is duly qualified and authorized to transact
business in, and is in good standing under the laws of, each other state in which the Aircraft's Primary Hangar Location is or will be located;(v)
there has been no change in the name of the Lessee, or the name under which Lessee conducts business, within the one year preceding the date
hereof except as previously reported in writing to Lessor; (vi) Lessee has not moved its principal place of business or chief executive office, or
has not changed the jurisdiction of its organization with the one year preceding the date hereof except as previously reported to Lessor in
writing; (vii) this Master Lease and each Schedule constitute a legal, valid and binding obligation of Lessee, enforceable against Lessee in
accordance with its terms; (viii) all information provided by Lessee to Lessor in connection with this Master Lease is true and correct; (ix) the
Aircraft will be used primarily for business purposes as opposed to personal, family or household purposes; (x) there are no suits pending or
threatened against Lessee or any guarantor which, if decided adversely, might materially adversely affect Lessee's or such guarantor's financial
condition, the value, utility or remaining useful life of the Aircraft, the rights intended to be afforded to Lessor hereunder or under any
guarantee of the Lessee’s obligations hereunder or the ability of Lessee or any guarantor to perform its obligations under this Master Lease or
any document delivered in connection with this Master Lease; (xi) except for (A) registration of the Aircraft with the FAA, (B) filing and
recording of this Master Lease and related documents pursuant to the Aviation Act, including the filing with the FAA of an AC Form 8050-135
with respect to the International Interest provided for in the Aircraft (including the Airframe and each Engine) by this Master Lease and with
respect to the Warranty Bill of Sale and effecting the registration of such International Interest and the Warranty Bill of Sale with the
International Registry and (C) filing of a financing statement under the Uniform Commercial Code, no further action, including any filing,
registration or recording of any document, is necessary or advisable in order to establish and perfect Lessor's title to and interest in, the Aircraft,
as against Lessee and/or any other Person; (xii) (A) each Engine has greater than 550 rated take-off shaft horsepower or its equivalent and if it is
a jet propulsion aircraft engine, has at least 1750 lb of thrust or its equivalent, and (B) the Airframe is a type certified by the FAA to transport at
least 8 people (including crew); (xiii) Lessee is a Transacting User Entity and has designated a Professional User Entity acceptable to Lessor; and
(xiv) the information contained on Annex 1 to the Schedule (including the registration number of the Airframe, the serial numbers of the
Airframe and the Engines, and manufacturer and model numbers of the Airframe and Engines) is true, correct and complete in all respects.

8. Taxes. Lessee shall promptly pay when due and indemnify and hold Lessor harmless, on an after-tax basis, from all sales, use, property, excise and
other taxes (including interest and penalties thereon) and all license and registration fees now or hereafter imposed by any governmental body or
agency upon the Aircraft or its use, purchase, ownership, delivery, leasing, possession, storage, operation, maintenance, repair, return or other
disposition of the Aircraft, or for titling or registering the Aircraft, or upon the income or other proceeds received with respect to the Aircraft or this
Master Lease or the rentals hereunder; provided, however, that Lessee shall not be required to pay taxes on or measured by the net income of Lessor.
Lessee shall prepare and file all tax returns relating to taxes for which Lessee is responsible hereunder which Lessee is permitted to file under the laws
of the applicable taxing jurisdiction. Upon the expiration or earlier termination of this Master Lease, Lessee shall pay to Lessor any such taxes accrued
or assessed but not yet due and payable.

9. Indemnification. Lessee shall indemnify, save, defend and keep harmless Lessor, its Affiliates and assignees (each an "Indemnitee"), on a net after-
tax basis, from and against any and all liabilities, obligations, losses, damages, judgments, claims, actions, suits, all legal proceedings, demands, costs
and expenses (including legal fees and expenses) of any kind and nature whatsoever ("Claims") which may be imposed on, incurred by or asserted
against any Indemnitee, whether or not such Indemnitee shall also be indemnified as to any such Claim by any other Person, in any way relating to or
arising out of (a) this Master Lease or the performance, breach, Default or enforcement of any of the terms hereof or thereof, or (b) resulting directly
or indirectly from the Aircraft, including without limitation the manufacture, inspection, purchase, lease, financing, selection, interchange,
ownership, delivery, lease, sublease, charter, possession, use, operation, maintenance, management, security, condition, registration or re-registration,
sale, return, removal, repossession, storage or other disposition of the Aircraft or any part thereof, or any accident in connection therewith, including
Claims for injury to or death of persons and for damage to property, Claims involving or alleging criminal acts, hijacking, acts of terrorism or similar
acts, product liability or strict or absolute liability in tort, latent and other defects (whether or not discoverable), for patent, trademark or copyright
infringement and for any other risk or matter, the responsibility for which Lessee has agreed to bear hereunder, without regard as to who may have
operational control of the Aircraft from time to time, whether arising under the doctrine of strict liability, by operation of law or otherwise.
Notwithstanding the foregoing, Lessee shall not be required to indemnify an Indemnitee under this Section for any Claim caused solely and directly
by the gross negligence or willful misconduct of such Indemnitee (except as imputed by law). Lessee's obligations under this Section shall survive any
expiration, cancellation or other termination of this Master Lease. If any Claim is made against Lessee, it shall promptly notify Lessor.

10. Assignment. Lessor may sell or assign any or all of its interest in this Master Lease and sell or grant a security interest in all or any part of the
Master Aircraft Lease Agreement or the Aircraft without notice to or the consent of Lessee, and Lessee hereby expressly consents in advance to any
such assignment by Lessor of this Master Lease, including Lessor's International Interest and any Associated Rights in the Aircraft. Lessee agrees not
to assert against any assignee of Lessor any setoff, recoupment, claim, counterclaim or defense Lessee may have against Lessor or any person other
than such assignee. Lessee agrees that if it receives written notice of an assignment from Lessor, it will pay all rent and other payments payable under each
Schedule to such assignee or as instructed by Lessor or the assignee identified in the notice received from Lessor. An assignee of Lessor shall have all rights
of Lessor under the applicable Lease, to the extent assigned, separately exercisable by such assignee independently of Lessor or any assignee with respect to
other leases. Upon any such assignment and except as may otherwise be provided therein all references in the Lease to Lessor shall include such assignee.

11. Compliance with Laws; Location, Operation and Maintenance.

(a) Lessee will use the Aircraft in a careful and proper manner, will comply with and conform in all material respects to all applicable
governmental laws, rules, regulations and orders thereto, and will cause the Aircraft to be operated in accordance with the manufacturer’s,
supplier’s or Service Contract provider’s mandatory instructions or manuals. Lessee agrees that it will not operate, use or maintain the Aircraft
in violation of any airworthiness certificate, license or registration relating to the Aircraft. In the event that any law, rule or regulation or order
applicable to the Aircraft requires alteration, repair or modification of the Aircraft during the Term, Lessee shall, at Lessee’s sole expense,
conform thereto, or obtain conformance therewith, maintain the same in proper operating condition under such laws, rules, regulations and
orders, and such alterations, repairs and modifications shall immediately, without further act, become the property of Lessor and part of the
Aircraft. Lessee will not operate the Aircraft or allow the Aircraft to be operated by any other person or entity more than the 110% of Estimated
Annual Hours set forth in the applicable Schedule in any one calendar year, provided that Lessee may carry forward to future years any net
unused Estimated Annual Hours from prior years, provided, further, the foregoing shall in no way affect Lessee’s obligations under, or the
calculation of the Excess Use Amount set forth in, Section 14(f) hereof.

(b) The Aircraft shall be permanently based in the United States. Except as otherwise prohibited or limited by the Lease and as long as no Event
of Default has occurred and is continuing, Lessee may permit the Aircraft to be operated outside of the continental United States, provided that,
under no circumstances will Lessee permit the Aircraft to be operated in (i) any area excluded from coverage by any insurance required by the
terms of Section 13 hereof (or not specifically and fully covered by such insurance), or any recognized or threatened area of hostilities unless
fully covered, without limitation, to Lessor’s satisfaction by hull, political, expropriation, terrorism, confiscation, seizure, naturalization,
hijacking and war risk insurance, in each case unless the Aircraft is operated or used under contract with the government of the United States
or any agency or instrumentality thereof under which contract the government assumes the liability in form and substance acceptable to Lessor
for substantially the same risk in at least the same amounts as would be covered by such insurance, (ii) any jurisdiction as to which a travel
advisory or equivalent warning issued by the Bureau of Consular Affairs, United States Department of State is in effect, or any country that is
experiencing widespread civil unrest or widespread anti-American activity, or (iii) any area in which Lessor’s title to the Aircraft may
reasonably be expected to be jeopardized or not recognized, without Lessor’s prior written consent. Lessee hereby covenants and agrees that,
unless Lessor shall have otherwise consented to in writing, Lessee shall operate the Aircraft under Part 91 of the Federal Aviation Regulations
(“FARs”). During the Term of the Lease, the Aircraft shall be permanently hangared at the location as set forth in the Schedule, and Lessee shall
notify Lessor of any such change in the hangaring location of the Aircraft.

(c) Lessee, at its sole cost and expense, shall at all times:
(i) cause the Aircraft to be and remain duly registered under the laws of the United States of America in the name of Lessor as owner;
(ii) keep, service, repair, maintain and overhaul the Aircraft
(A) in compliance with the FARs and with all so called “mandatory,” “alert” and “highly recommended” service bulletins and with
all “airworthiness alerts” and airworthiness or other mandatory directives, operator bulletins and instructions, and all other
applicable service, maintenance, repair and overhaul regulations issued by the FAA or similar regulatory agency having
jurisdictional authority;
(B) in compliance with the applicable manufacturer’s, supplier’s or Service Contract provider’s mandatory maintenance, service
and overhaul procedures and schedules and in compliance with a Manufacturer approved maintenance program, pursuant to 14
C.F.R. Part 91.409(f)(3), and as specified by Lessee and acceptable to Lessor designating any variation of the approved maintenance
program;
(C) with respect to the Engines and APU, maintain the Engines and APU to keep them current and: (i) if enrolled on the
Acceptance Date, maintain them fully current on such Service Contract and (ii) if not enrolled, capable of being enrolled on an
industry recognized Service Contract acceptable to Lessor;
(D) so as to keep the Aircraft in as good repair and operating condition (and to furnish all parts, replacements, mechanisms, devices
and services required therefore) as when delivered to Lessor, ordinary wear and tear excepted, together with all upgrades
throughout the Term as may be required by the Manufacturer or any governmental authority; and
(E) so as to keep the Aircraft in such operating condition as may be necessary to enable the airworthiness certification of the
Aircraft to be maintained in good standing at all times under the Aviation Act and so as to comply with the original type
certification data sheet. Nothing herein shall prevent Lessee from taking the Aircraft out of service for maintenance or modification
permitted hereunder in accordance with applicable FAA requirements; and
 (iii) keep and maintain in English all records (including all original “dirty finger” documents), logs, manuals and other materials: (A)
supplied by the Manufacturer and the manufacturer of the Engines at delivery of the Aircraft and from time to time thereafter, with all
revisions properly obtained and inserted and (B) required by the FAA to be maintained in respect of the Aircraft. Such records shall
provide a complete historical record of the Aircraft, including without limitation the use, operation, servicing and maintenance record, all
airworthiness alerts and directives, and mandatory service bulletins that may be issued from time to time with respect to the Aircraft. All
repairs, parts, replacements, mechanisms, devices and services installed or made under this Subsection 11(c) shall be and remain free and
clear of any Liens (except Permitted Liens) and shall immediately, without further act, become the property of Lessor and part of the
Aircraft.

(d) Unless otherwise required by the FAA or a Manufacturer service bulletin, Lessee will not make or authorize any improvement, change,
addition or alteration to the Aircraft if such improvement, change, addition or alteration will: (i) require an FAA Form 337 or (ii) impair the
originally intended function or use of the Aircraft or impair the value, utility or remaining useful life of the Aircraft as it existed immediately
prior to such improvement, change, addition or alteration, except that the value (but not the utility, condition, remaining useful life or
airworthiness) of the Aircraft may be reduced by the value of the Parts that Lessee deems obsolete or no longer suitable or appropriate for use in
the Airframe if replaced by an equivalent Part of equal or greater value, utility, condition and airworthiness. Any Parts installed in or attached
to or otherwise becoming a part of the Aircraft as a result of any such improvement, change, addition or alteration shall become property of
Lessor. All such Parts shall be and remain free and clear of any Liens (except Permitted Liens).

(e) Lessee agrees that all service, repair, maintenance and overhauls of the Aircraft or any part thereof undertaken or performed during the
Term shall be performed solely by FAA-approved service personnel to the extent required by applicable law or regulation.

(f) Lessee agrees that the Aircraft will be operated only by pilots qualified under applicable FAA requirements and having at least the minimum
total pilot hours on the aircraft type required by any of the insurance policies described in Section 13 hereof.

(g) Except as required to perform Lessee’s obligations hereunder or by the FAA or a Manufacturer service bulletin, Lessee shall not remove the
Aircraft from service or otherwise store the Aircraft without Lessor’s prior written consent.

(h) At all times during the Term, Lessee shall maintain the Aircraft records on CAMP (or such other computer maintenance program
acceptable to Lessor) identifying Lessor as “owner” and Lessee as “operator”.

12. Loss or Damage. No loss or damage to the Aircraft or any part thereof shall affect any obligation of Lessee under this Master Lease, which shall
continue in full force and effect. Lessee shall advise Lessor in writing within five (5) days of any loss or damage to the Aircraft and of the
circumstances and extent of such damage. Upon the occurrence of an Event of Loss, Lessee shall promptly pay Lessor, within ten (10) days after
demand by Lessor, an amount equal to the amount of "Lessor's Loss" as calculated in Section 19. For the purposes of this Master Lease, an "Event of
Loss" with respect to the Aircraft, the Airframe or any Engines, shall mean any of the following events with respect to such property (i) loss of such
property or the use thereof due to theft, disappearance, destruction, or damage beyond repair; (ii) any total loss, as defined by the insurer; (iii) the
condemnation or taking of possession of title to or use of, such property by any governmental authority ("Requisition of Use"); (iv) as a result of any
rule, regulation, order or other action by any government (foreign or domestic) or governmental body (including, without limitation, the FAA or any
similar foreign governmental body) having jurisdiction, the use of such property shall have been prohibited, or such property shall have been declared
unfit for use, for a period of sixty (60) consecutive days or longer, or, in any event, if use has been prohibited, or such property has been declared unfit
for use, for a period of sixty (60) consecutive days, or longer; (v) with respect to an Engine, the removal thereof from the Airframe for a period of sixty
(60) days or longer, whether or not such Engine is operational, or (unless waived by Lessor in its sole and absolute discretion) such Engine shall not
have been reattached or replaced in accordance with this Master Lease upon the expiration or earlier cancellation or termination of this Master Lease;
(vi) such property is returned to the manufacturer, other than for modification in the event of patent infringement or for repair or replacement (any
such return being herein referred to as a "Return to Manufacturer"); or (vi) (unless waived by Lessor in its sole and absolute discretion) the Aircraft is
not returned to Lessor upon the expiration or earlier termination or cancellation of this Master Lease, unless Lessee or a third-party purchaser
purchases the Aircraft pursuant to Lessee's exercise of an option contemplating such purchase under any applicable provision of this Master Lease.
The date of such Event of Loss shall be the date of such theft, disappearance, destruction, damage, Requisition of Use, prohibition, unfitness for use
for the stated period, removal for the stated period or Return to Manufacturer. An Event of Loss with respect to the Aircraft shall be deemed to have
occurred if an Event of Loss occurs with respect to the Airframe. An Event of Loss with respect to any Engine shall not, without loss of the Airframe,
be deemed an Event of Loss with respect to the Aircraft. Upon an Event of Loss with respect to any Engine, but not the Airframe on which it was
installed, Lessee shall (A) give Lessor prompt written notice thereof; (B) by the earlier of the sixtieth (60th) day after the occurrence of such Event of
Loss or the receipt of the applicable insurance proceeds, if any, duly convey to Lessor title to an engine of the same make and model number as the
Engine suffering the Event of Loss; and (C) comply with the other provisions of this Section 12. Such replacement engine shall be free and clear of all
Liens, have a value, utility and useful life at least equal to, and be in as good an operating condition as, the Engine suffering the Event of Loss,
assuming such Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss. Lessee
shall furnish to Lessor such documents to evidence such conveyance as Lessor shall request. Each such replacement engine shall, after such
conveyance to Lessor, be deemed leased under this Master Lease and a part of the Aircraft. Upon full compliance by Lessee with the terms of this
Section, Lessor will transfer to Lessee all of Lessor's right, title and interest, if any, in and to the Engine suffering the Event of Loss, which transfer
shall be "AS-IS, WHERE-IS" and without representation or warranty of any kind. Lessee shall pay any sales and use taxes due on such transfer. Any
insurance or condemnation proceeds received shall be paid to Lessor and credited to Lessee's obligation under this Section and Lessor shall be
entitled to any surplus. Whenever the Aircraft is damaged and such damage can be repaired, Lessee shall, at its expense, promptly effect such repairs
as Lessor shall deem necessary for compliance with Section 11 above. Proceeds of insurance shall be paid to Lessor with respect to such reparable
damage to the Aircraft and shall, at the election of Lessor, be applied either to the repair of the Aircraft by payment by Lessor directly to the party
completing the repairs, or to the reimbursement of Lessee for the cost of such repairs; provided, however, that Lessor shall have no obligation to make
such payment or any part thereof until receipt of such evidence as Lessor shall deem satisfactory that such repairs have been completed and further
provided that Lessor may apply such proceeds to the payment of any rent or other sum due or to become due hereunder if at the time such proceeds
are received by Lessor there shall have occurred any Event of Default or any event which with lapse of time or notice, or both, would become an Event
of Default.

13. Insurance.

(a) Lessee shall maintain at its sole cost and expense for the entire Term with insurers of recognized reputation and responsibility satisfactory to
Lessor:

(i) comprehensive aircraft and general liability insurance against bodily injury or property damage claims including, without limitation,
contractual liability, premises damage, public liability, death and property damage liability, public and passenger legal liability coverage,
and sudden accident pollution coverage, in an amount not less than the product of One Million United States Dollars (US$1,000,000.00)
times the number of seats on the Aircraft for each single occurrence; provided, however, if the Aircraft is operated under a Part 135
certificate, then in no event shall such insurance coverage be less than Fifty Million United States Dollars (US$50,000,000.00);
(ii) "all-risk" ground, taxiing, and flight hull insurance on an agreed-value basis, covering the Aircraft, provided that such insurance shall
at all times be in an amount not less than the Casualty Value; and
(iii) war risk and allied perils (including confiscation, appropriation, expropriation, terrorism and hijacking insurance) in the amounts
required in clauses (i) and (ii), as applicable.

(b) All such policies of insurance shall:

(i) be endorsed to name Lessor as additional insured and sole loss payee (but without responsibility for premiums);
(ii) provide for thirty (30) days prior written notice by such insurer of cancellation, material change, or non-renewal and ten (10) days
prior notice of cancellation for non-payment of premium;
(iii) include a severability of interest clause;
(iv) waive any right of set-off and any rights of subrogation against Lessor;
(v) include a breach of warranty clause; and
(vi) be primary, not subject to any co-insurance clause and without right of contribution from any other insurance.

(c) All of the coverages required in this Section 13 shall be in full force and effect worldwide throughout any geographical areas to, in or over
which the Aircraft is operated. Lessee shall deliver, annually and at any time that there is a change in insurance carrier, to Lessor evidence
satisfactory to Lessor of the required insurance coverage. Lessee shall not self-insure (by deductible, premium adjustment, or risk retention
arrangement of any kind) the insurance required to be maintained hereunder. Lessee hereby assigns to Lessor the proceeds of all such insurance
and directs any insurer to make payments directly to Lessor. All insurance proceeds payable under the requisite policies shall be payable in U.S.
Dollars. Lessee agrees that it shall obtain and maintain such other insurance coverages or cause adjustments to be made to the scope, amount or
other aspects of the existing insurance coverage promptly upon Lessor's request.

14. Return of the Aircraft.

(a) Unless purchased by Lessee, upon expiration, cancellation or other termination of this Master Lease, Lessee will return the Aircraft, together
with all records, loose equipment and spares, to a location designated by Lessor in the continental United States and in compliance with all of
the following requirements:
(i) The fuel tanks shall contain fuel to not less than fifty percent (50%) of their full capacity. If the Aircraft is returned with its fuel tanks
containing less than fifty percent (50%) of full capacity, Lessee will pay to Lessor the cost, at the then current market price of fuel at the
return location, of the amount of fuel necessary to bring the fuel level to fifty percent (50%) of full capacity.
(ii) The Aircraft shall be fully equipped with the same Engines as when delivered as set forth in the Schedule.
(iii) The Aircraft shall have, in the reasonable opinion of Lessor, the same or improved utility, performance and efficiency (normal wear
and tear excepted) as when delivered on the Acceptance Date.
(iv) The Aircraft shall be returned with a current and valid FAA airworthiness certificate.
(v) The Aircraft shall be free and clear of all Liens, except Lessor Liens.
(vi) The Aircraft shall be in the same configuration, coloring, appearance and in the same operating condition, ordinary wear and tear
excepted, as when delivered to Lessee on the Acceptance Date and in good physical condition and appearance with systems functioning
normally.
(vii) The Aircraft shall be in compliance with all applicable laws and maintenance requirements, including, without limitation, so-called
“mandatory,” “alert” and “highly recommended” service bulletins and with all “airworthiness alerts” and airworthiness or other
mandatory directives, operator bulletins and instructions, and all other applicable service, maintenance, repair and overhaul regulations
issued by the FAA or similar regulatory agency having jurisdictional authority, then applicable or whereby action is required within six
(6) months, one hundred (100) hours or fifty (50) cycles of return.
(viii) Each Engine and the APU shall have available operating hours, cycles or months until the next “hot section” inspection, mid-life
inspection or next major overhaul of not less than fifty percent (50%) of the total hours, cycles or months available between such hot
section inspection, mid-life inspection or major overhaul as the case may be. If any Engine or the APU fails to meet this requirement,
then Lessee, at Lessor’s option, (A) shall pay Lessor an amount equal to (1) the then prevailing cost to overhaul the applicable engine(s)
and/or APU, multiplied by (2) the ratio that the time (calendar or hours) or cycles accumulated since fifty percent (50%) of the total
hours, cycles or months available between such hot section inspection, mid-life inspection or major overhaul, as the case may be, bears to
the time (calendar or hours) or cycles allowable between overhauls for the applicable Engine(s) and/or APU, or (B) overhaul the engines
 at a facility selected by Lessor. The then-prevailing rate shall be determined by the overhaul facility selected by Lessor. If Lessor elects
option (B), Lessee shall pay all amounts due directly to the facility. Notwithstanding the foregoing, the requirements set forth in this
subsection (ix) with respect to each Engine and the APU shall be deemed satisfied if such Engine and the APU are enrolled on an
approved “power by the hour program” or industry equivalent program acceptable to Lessor in its reasonable discretion and each reserve
account created in connection with such program is current and shall have been assigned to Lessor and such assignment acknowledged
and agreed to by such entity providing such service.
(ix) The Airframe shall have remaining not less than fifty percent (50%) of the number of hours, cycles and or months between major
airframe inspections until the next scheduled airframe inspection. If the Airframe fails to meet this requirement, then Lessee shall pay
Lessor an amount equal to (A) the then prevailing per hour, per cycle or per day cost, as applicable, for any item with less than fifty
percent (50%) life remaining, multiplied by (B) the ratio that the time (calendar or hours) or cycles accumulated since half life bears to the
time (calendar or hours) or cycles allowable between replacements. The then prevailing rate shall be determined by averaging the cost
quoted by two outside maintenance providers selected by Lessor.
(x) All life-limited Parts and components shall have remaining not less than fifty percent (50%) of the available hours, cycles, and/or
months, as the case may be, until the next scheduled replacement or overhaul. If any life-limited parts or component fail to meet this
requirement, Lessee shall pay Lessor an amount equal to (A) the then prevailing per hour, per cycle or per day cost, as applicable, for any
item with less than fifty percent (50%) life remaining, multiplied by (B) the ratio that the time (calendar or hours) or cycles accumulated
since half life bears to the time (calendar or hours) or cycles allowable between replacements. The then prevailing rate shall be determined
by using the Manufacturer’s then current list price.
(xi) Notwithstanding the forgoing, any and all inspections, overhauls, replacements and scheduled maintenance required to be performed
on the Airframe, Engines, APU or any and all life limited components thereof, within six (6) months, one hundred (100) hours or fifty
(50) cycles following the scheduled return of the Aircraft to Lessor shall be performed by Lessee prior to the return of the Aircraft as
provided under the terms of the Lease.

(b) In the event that any engine not owned by Lessor shall be delivered with the returned Airframe, Lessee, concurrently with such delivery,
shall, at the sole expense of Lessee, furnish to Lessor a bill of sale, in form and substance satisfactory to Lessor, conveying title to such engine to
Lessor, free and clear of all Liens other than Lessor’s Liens, and Lessee will take such other action as Lessor may reasonably request to effect the
conveyance and the registration of such sale with the International Registry. Such engine shall be subject to the provisions of subsection
14(a)(ix) above.

(c) Upon the return of the Aircraft, the Lessee shall deliver to the Lessor the following documentation, properly organized and, where required
by FAA regulations, on board the Aircraft:
(i) all logs, manuals and data, inspection, modification and overhaul records, and maintenance and inspection programs required to be
maintained with respect thereto under applicable rules and regulations of the FAA, which shall include but not be limited to:
(A) all records of maintenance, preventative maintenance, alterations, and major repairs;
(B) all Airframe, Engine and APU log books endorsed for current total time and cycles for the Airframe, total time and cycles for
each Engine and APU, and total time and cycles since overhaul or “hot section” inspection for each Engine and APU (with
Airframe log book including appropriate endorsements and maintenance releases verifying that the avionics have been periodically
tested and inspected in accordance with applicable provisions of the FARs and the applicable maintenance program); and
(C) a current written summary certified by a FAA licensed mechanic listing the status of all applicable airworthiness directives and
service bulletins for the Airframe, Engines, APU, and Parts;
(ii) documentation and data for each component having an overhaul or inspection requirement of life limit, which Parts are identified in
pertinent sections of the maintenance program of the Aircraft as follows:
(A) an airworthiness release certificate or maintenance release certificate tag;
(B) the vendor work order or copy thereof verifying the details of each component overhaul; and
(C) an appropriate record certifying the date and expended time status of the component when installed (i.e. copy of log or
inspection squawk card);
(iii) to the extent not covered above, all work cards, computerized maintenance history, component serviceability tags, STC’s, 337’s,
maintenance manuals and structural repair manuals.

All manuals, other documents and software delivered or required to be delivered to Lessor hereunder and which are subject to periodic revision
will be fully up to date and current to the latest revision standard of any manual, document or program. In the event that any records are
missing or incomplete, Lessor shall have the right to cause any such records to be reconstructed at Lessee’s expense.

(d) At the time of return, the Aircraft shall be on a computerized maintenance program and such program will be up to date in accordance with
the Manufacturer’s recommended maintenance schedule. All Service Contracts, including, without limitation, those relative to the Engines,
APU, Avionics or Airframe shall be current. Upon return, Lessee shall assign to Lessor, at Lessee’s sole cost and expense, such maintenance
program and Service Contracts Lessor or its designee at Lessee’s sole expense.

(e) Upon the return of the Aircraft to Lessor, Lessor and Lessee shall consult for the purpose of determining the Excess Use Amount (as defined
below), if any, and any amount so agreed upon in writing between Lessor and Lessee shall be binding on both parties. The “Excess Use
Amount” means the amount, if any, by which (i) the Fair Market Value of the Aircraft (determined pursuant to Section 3 of the Schedule)
without such Excess Hours, exceeds (ii) the Fair Market Value of the Aircraft (determined pursuant to Section 3 of the Schedule) with such
Excess Hours. If Lessor and Lessee fail to agree within ten (10) days after the return of the Aircraft to Lessor, then Lessor shall appoint an
independent certified aircraft appraiser to determine the Excess Use Amount. Lessee agrees to pay the reasonable costs and expenses of any
such determination and appraisal. The independent appraiser shall be required to complete such determination as promptly as practicable, but
 in any event, not later than thirty (30) days after the date on which it is appointed. A final determination by the independent appraiser
regarding the extent of the Excess Use Amount, if any, shall be binding on Lessor and Lessee. Lessee shall pay to Lessor within ten (10) days of
determination an amount equal to the Excess Use Amount.

(f) Upon return, the Aircraft shall have no damage history unless such damage history has been repaired in accordance with the terms of the
Lease and Lessee pays to Lessor an amount equal to the amount by which (i) the Fair Market Value of the Aircraft without such damage history,
exceeds (ii) the Fair Market Value of the Aircraft with such damage history (the “Diminution Amount”). If, in Lessor’s reasonable opinion, the
Aircraft’s Fair Market Value is diminished due to the existence of any damage history, Lessor and Lessee shall consult for the purpose of
determining the Diminution Amount and any values agreed upon in writing between Lessor and Lessee shall be binding on both parties. If
Lessee and Lessor fail to agree on the Diminution Amount within ten (10) days after the return of the Aircraft to Lessor, then Lessor shall
appoint an independent certified aircraft appraiser to determine the Diminution Amount. Lessee agrees to pay the reasonable costs and
expenses of any such determination and appraisal. The independent appraiser shall be required to complete such determination as promptly as
practicable, but in any event, not later than thirty (30) days after the date on which it is appointed. A final determination by the independent
appraiser regarding the extent of any Diminution Amount shall be binding on Lessee and Lessor. Lessee shall pay to Lessor within ten (10) days after
the independent appraiser’s determination an amount equal to the Diminution Amount, if any.

(g) Upon the expiration or other termination of the Lease, Lessee will, if requested by Lessor, permit Lessor to store the Aircraft at the Primary
Hangar Location for up to thirty (30) days following expiration of the Term. During such storage period, Lessor will, at Lessor’s cost and
expense unless a Default or Event of Default has occurred and is continuing, keep the Aircraft properly hangared, and Lessee will permit Lessor
or any person designated by Lessor, including the authorized representative or representatives of any prospective purchaser, lessee or user of
the Aircraft to inspect the same. Unless a Default or Event of Default has occurred and is continuing, Lessor will bear the risk of loss and will
pay any and all expenses connected with insuring and maintaining the Aircraft during such storage period. The cost of storage, hangaring,
insuring and maintaining the Aircraft, and the risk of loss to the Aircraft, under this Section will be for Lessee’s account if a Default or Event of
Default has occurred and is continuing.

(h) Within forty-five (45) days prior to expiration of the Term, Lessee will, at its sole expense, (i) review the maintenance records of the Aircraft
to determine if the Aircraft is in the condition required by the Lease, and (ii) deliver to Lessor a written certificate (A) certifying that the
Aircraft is in the condition required by the Lease according to the maintenance records for such Aircraft, or (B) if the maintenance records so
indicate, certifying that maintenance or repairs are required and specifying what maintenance or repair is required in order to bring the Aircraft
to the required condition. Upon expiration of the Term, Lessor shall have the right, at Lessee’s expense, to undertake or cause to be undertaken
an inspection of the Aircraft, any components thereof and the records thereto, by an authorized FAA repair facility acceptable to Lessor to
determine if the Aircraft is in the condition required by the Lease. If as a result of such inspection Lessor determines that the Aircraft or any
components thereof have not been maintained or returned in accordance with the terms of the Lease, Lessee shall pay to Lessor upon demand,
as liquidated damages, the cost of servicing and repairing any such non-complying item.

(h) The provisions of this Section 14 will survive the expiration or other termination of the Lease and the return of the Aircraft for any reason
whatsoever.

15. Aircraft Marking. Lessee agrees, at its own expense and cost, to (i) cause the Airframe and the Engines to be kept numbered with the identification or
serial number therefor as specified in the Schedule therefor, and (ii) affix and maintain on the Aircraft and on each Engine, a legible, fireproof plate
measuring not less than 2 inches by 3 inches, reading as follows: "Owned by [Lessor Name] and its successors and assigns." Lessee will not place the Aircraft
in operation or exercise any control or dominion over the same until such aircraft marking has been placed thereon. Lessee will replace promptly any such
aircraft marking which may be removed, defaced or destroyed.

16. Additional Action; Expenses. Lessee shall promptly execute and deliver to Lessor such further documents and take such further action as Lessor
may request in order to carry out more effectively the intent and purpose of this Master Lease. Lessee hereby grants to Lessor a power of attorney in
Lessee's name, to apply for a certificate of title for the Aircraft that is required to be titled under the laws of any jurisdiction where the Aircraft is or
may be used and/or to transfer title thereto upon the exercise by Lessor of its remedies upon and Event of Default by Lessee under this Master Lease.
Lessee acknowledges that Lessor may incur out-of-pocket expenses in connection with transactions contemplated by this Master Lease, and
accordingly agrees to pay (or reimburse Lessor for) the reasonable costs and expenses related to (a) filing any financing, continuation or termination
statements with respect to this Master Lease, including, without limitation, any documentary stamp taxes relating thereto, (b) any title and lien
searches with respect to this Master Lease and the Aircraft and (c) procuring certified charter documents and good standing certificates of Lessee and
any guarantor of Lessee's obligations hereunder. If Lessee fails to perform or comply with any of its agreements, Lessor may perform or comply with
such agreements in its own name or in Lessee's name as attorney-in-fact and the amount of any payments and expenses of Lessor incurred in
connection with such performance or compliance, together with interest thereon at the rate provided below, shall be deemed rent payable by Lessee
upon demand.

17. Late Charges. If any payment, whether for rent or otherwise, is not paid when due, Lessor may impose a late charge of 5% of the amount past due
(or the maximum amount permitted by applicable law, if less). Payments thereafter received shall be applied first to delinquent installments and then
to current installments.

18. Default. Each of the following events shall constitute and "Event of Default" hereunder:

(a) Lessee shall fail to pay when due any Interim Rent or any installment of the Total Basic Rent or any other amount due hereunder;
 (b) any certificate, statement, representation warranty or financial or credit information heretofore or hereafter made or furnished by or on
behalf of Lessee or any guarantor of any of Lessee's obligations hereunder proves to have been false or misleading in any material respect or
omitted any material fact, contingent or unliquidated liability or claim against Lessee or any such guarantor;

(c) Lessee shall fail to observe or perform any other agreement to be observed or performed by Lessee hereunder and the continuance thereof
for 10 calendar days following written notice thereof by Lessor to Lessee; provided, however, an immediate Event of Default shall be deemed to
have occurred upon any (i) failure to maintain, use, or operate the Aircraft in compliance with applicable law, (ii) any use of the Aircraft outside
of the U.S. that is prohibited by this Master Lease, or use for any illegal purpose, (iii) failure to obtain, maintain and/or comply with all of the
insurance coverages required under this Master Lease, (iv) any prohibited transfer or encumbrance, or the existence of any unpermitted Lien
and (v) failure to return the Aircraft to Lessor on the date and in the manner required by this Master Lease;

(d) Lessee or any guarantor of this Master Lease, or any partner of Lessee if Lessee is a partnership, shall cease doing business as a going
concern or make an assignment for the benefit of creditors;

(e) Lessee or any guarantor of this Master Lease or any partner of Lessee, if Lessee is a partnership, shall voluntarily file, or have filed against it
involuntarily, a petition for liquidation, dissolution, reorganization, adjustment of debt, or similar relief under the federal Bankruptcy Code or
any other present or future federal or state bankruptcy or insolvency law, or a trustee, receiver, or liquidator shall be appointed of it or of all or a
substantial part of its assets;

(f) Lessee or any guarantor of any of Lessee's obligations hereunder shall be in breach of or in default in the payment or performance of any
obligation owing to Lessor or any Affiliate of Lessor;

(g) any individual Lessee, guarantor of this Master Lease, or partner of Lessee if Lessee is a partnership, shall die;

(h) the Aircraft or any portion thereof shall be seized or confiscated by any governmental authority for any reason whatsoever;

(i) Lessee or any guarantor of any of Lessee's obligations hereunder shall default in the payment or performance of any material obligation
under any credit agreement, conditional sales contract, lease or other contract, howsoever arising;

(j) Lessee, or any guarantor of this Master Lease shall suffer an adverse material change in its financial condition from the date hereof and, as a
result thereof, Lessor deems itself or the Aircraft to be insecure; or

(k) any other event occurs which substantially deprives Lessor of what it is entitled to expect under this Master Lease, or in Lessee's ability to comply
with its obligations under this Master Lease, as determined by Lessor, in Lessor's sole discretion and in good faith.

19. Remedies.

(a) Lessor and Lessee agree that Lessor's damages suffered by reason of an Event of Default are uncertain and not capable of exact measurement
at the time this Master Lease is executed because the value of the Aircraft at the expiration of this Master Lease is uncertain; and, therefore, they
agree that, for purposes of this Section, "Lessor's Loss" as of any date shall be the sum of the following: (i) the amount of all rent and other
amounts payable by Lessee hereunder due but unpaid as of such date; plus (ii) the greater of (A) the Casualty Value determined as of the date
that the next Basic Rental Payment is due or (B) the net present value of all Rent remaining unpaid through the remaining Term plus the net
present value of the Residual Value of the Aircraft , calculated using a discount rate equal to the 1-year interest swap rate as published in the
Selected Interest Rate Tables of the Federal Reserve statistical release H.15(519) for the week ending immediately prior to the Acceptance Date.
For the purposes of determining the Lessor’s Loss, “Residual Value” of the Aircraft means the estimated fair market value of the Aircraft at the
end of the Lease Term as determined by Lessor in its sole reasonable discretion at, or about, the time of originating the applicable Schedule or at
the time of calculating the Lessor’s Loss, whichever is greater.

(b) Upon the occurrence of an Event of Default and at any time thereafter, Lessor may exercise any one or more of the remedies listed below as
Lessor in its sole discretion may lawfully elect; provided, however, that upon the occurrence of an Event of Default specified in Section 18(e), an
amount equal to Lessor's Loss as of the date of such occurrence shall automatically become and be immediately due and payable without notice
or demand of any kind. The exercise of any one remedy shall not be deemed an election of such remedy or preclude the exercise of any other
remedy, and such remedies may be exercised concurrently or separately but only to the extent necessary to permit Lessor to recover amounts
for which Lessee is liable hereunder.

(i) Lessor may, by written notice to Lessee, terminate this Master Lease and declare an amount equal to Lessor's Loss as of the date of such
notice to be immediately due and payable, as liquidated damages and not a penalty, and the same shall thereupon be and become
immediately due and payable without further notice or demand, and all rights of Lessee to use the Aircraft shall terminate, but Lessee
shall be and remain liable as provided in this Section. Lessee shall, at its expense, promptly deliver the Aircraft to Lessor at a location
within the continental United States designated by Lessor. Lessor may also enter upon the premises where the Aircraft is located and take
immediate possession of and remove the same with or without instituting legal proceedings.
(ii) Lessor may proceed by appropriate court action to enforce performance by Lessee of the applicable covenants of this Master Lease or
to recover, for breach of this Master Lease, Lessor's Loss as of the date Lessor's Loss is declared due and payable hereunder; provided,
however, that upon recovery of Lessor's Loss from Lessee in any such action without having to repossess and dispose of the Aircraft,
 Lessor shall transfer the Aircraft to Lessee at its then location upon payment of any additional amount due under clauses (iv) and (vi
below.
(iii) In the event Lessor repossesses the Aircraft, Lessor shall either retain the Aircraft in full satisfaction of Lessee's obligation hereunder
or sell or lease the Aircraft in such manner and upon such terms as Lessor may in its sole discretion determine. The proceeds of such sale
or lease shall be applied to reimburse Lessor for Lessor's Loss and any additional amount due under clauses (e) and (h) below. Lessor shall
be entitled to any surplus and shall be the amount reasonably assigned by Lessor as the cost of such Aircraft in determining the rent
under such lease. Lessee hereby agrees that ten (10) Business Days' prior notice to Lessee of any public sale or of the time after which a private sale
may be negotiated will be conclusively deemed commercially reasonable notice.
(iv) Lessor may set off and apply against any rent or other sums due hereunder any sums of money held by Lessor or any affiliate of
Lessor for Lessee.
(v) Lessor may recover interest on the unpaid balance of Lessor's Loss plus any amounts recoverable under clauses (g) and (h) of this
Section 18 from the date it becomes payable until fully paid at the rate of the lesser of 12% per annum or the highest rate permitted by
law.
(vi) Exercise any rights and remedies specified under the Cape Town Treaty available to Lessor, including, without limitation, taking,
taking possession or control of the Aircraft or applying for a court order authorizing or directing either of the same.
(vii) In addition to any other recovery permitted hereunder or under applicable law, Lessor may recover from Lessee an amount that will
fully compensate for any loss of or damage to Lessor's residual interest in the Aircraft.
(vii) Lessor may exercise any other right or remedy available to it by law or by agreement, and may in any event recover legal fees and
other costs and expenses incurred by reason of an Event of Default or the exercise of any remedy hereunder, including expenses of
repossession, repair, storage, transportation, and disposition of the Aircraft. Any payment received by Lessor may be applied to unpaid
obligations as Lessor in its sole discretion determines.
(viii) Lessee agrees that, upon the occurrence of an Event of Default, in addition to all of the other rights and remedies available to Lessor
hereunder, Lessor shall have all of the rights and remedies of a secured party under the Uniform Commercial Code.

No express or implied waiver by Lessor of any breach of Lessee's obligations hereunder shall constitute a waiver of any other breach of Lessee's
obligations hereunder.

20. Notices. Any notice or other communication required or permitted under this Master Lease or necessary or convenient in connection with this
Master Lease shall be in writing and shall be deemed to have been given when delivered personally or deposited with a nationally recognized
overnight courier service or in the United States Mail, postage prepaid, addressed at its address set forth below or at such other address as may be last
known to the sender:

If to Lessee, at: _______________________

_______________________
_______________________
Attention: ______________

If to Lessor, at: _______________________

_______________________
_______________________
Attention: ______________

or to such address or addressee as either party from time-to-time shall designate by written notice to the other.

21. Non-Cancelable Lease. This Master Lease cannot be canceled or terminated except as expressly provided herein.

22. Survival of Indemnities. Lessee's obligations under Sections 6, 7, 9 and 23 shall survive termination or expiration of this Master Lease.

23. Tax Indemnity. Lessor's loss of, or loss of the rights to claim, or recapture of, all or any part of the federal or state income tax benefits Lessor
anticipated as a result of entering into this Master Lease and owning the Aircraft is referred to herein as a "Loss." If for any reason this Master Lease is
not a true lease for federal or state income tax purposes, or if for any reason (even though this Master Lease may be a true lease) Lessor is not entitled
to depreciate the Aircraft for federal or state income tax purposes in the manner that Lessor anticipated when entering into this Master Lease, and as
a result Lessor suffers a Loss, then Lessee agrees to pay Lessor, as additional basic rent, a lump-sum amount which, after the payment of all federal,
state and local income taxes on the receipt of such amount, and using the same assumption as to tax benefits and other matters Lessor used in
originally evaluating and pricing this Master Lease, will in the reasonable opinion of Lessor maintain Lessor's net after-tax rate of return with respect
to this Master Lease at the same level it would have been if such Loss had not occurred. Lessor makes no representation with respect to the income tax
consequences of this Master Lease or the Aircraft. Lessor will notify Lessee of any claim that may give rise to indemnity hereunder. Lessor shall make
a reasonable effort to contest any such claim but shall have no obligation to contest such claim beyond the administrative level of the International
Revenue Service or other taxing authority. In any event, Lessor shall control all aspects of any settlement and contest. Lessee agrees to pay the legal
fees and other out-of-pocket expenses incurred by Lessor in defending any such claim even if Lessor's defense is successful. Notwithstanding the
foregoing, Lessee shall have no obligations to indemnify Lessor for any Loss caused solely by (a) a casualty to the Aircraft if Lessee pays the amount
Lessee is required to pay as a result of such casualty, (b) Lessor's sale of the Aircraft other than on account of an Event of Default hereunder, (c)
failure of Lessor to have sufficient income to utilize its anticipated tax benefits or to timely claim such tax benefits, and (d) a change in tax law
(including tax rates) effective after this Master Lease begins. Four purposes of this Section, the term "Lessor" shall include any member of an affiliate
group of which Lessor is (or may become) a member if consolidated tax returns are filed for such affiliated group for federal income tax purposes.
Lessee's indemnity obligations under this Section shall survive termination of this Master Lease.

24. Security Interest. Lessee does hereby hypothecate, pledge, confirm, convey and grant to Lessor a first priority perfected security interest and
creates an International Interest in favor of Lessor in and to this Master Lease and the Aircraft (including any and all accessions thereto, substitutions
and replacements therefor, all Associated Rights, and all products and proceeds, including any insurance proceeds, rental proceeds, charter proceeds
or management fee proceeds thereof and any and all engine maintenance and/or airframe maintenance programs corresponding thereto), all aircraft
purchase agreements involving the purchase of the Aircraft subject to this Master Lease and any and all chattel paper (to the extent this Master Lease
constitutes chattel paper) with respect to the lease of the Aircraft, to Lessor, its beneficiaries, successors and assigns, to secure the prompt payment
and performance as and when due of all obligations and indebtedness of Lessee to Lessor, now existing or hereafter created.

25. Consents; Further Assurances. Lessee hereby consents to the registration of any International Interest evidenced by this Master Lease and/or any
document executed or delivered in connection herewith in favor of Lessor and hereby agrees to authorize and direct its Professional User Entity to
consent to the registration of any International Interest with the International Registry upon request therefor by Lessor. Lessee shall, at Lessee's
expense, promptly and duly execute and deliver to Lessor such further documents and assurances and take such further actions as Lessor may from
time to time request for the confirmation of this Master Lease and in order to more effectively establish and protect the rights, interest and remedies
created or intended to be created in favor of Lessor hereunder, including, without limitation, consenting, through its Professional User Entity, to
registrations on the International Registry established pursuant to the Cape Town Treaty, and the execution and filing of Uniform Commercial Code
financing statements in the jurisdiction of Lessee's formation and/or its principal place of business and in which the Aircraft is principally based from
time to time. Lessee shall also provide such information as Lessor may reasonably request from Lessee to enable Lessor to fulfill all of its tax filing
obligations.

26. Conditions Precedent. Lessor shall not be obligated to accept and execute the Schedule or to lease the Aircraft to Lessee hereunder unless:

(a) Resolution of Lessee; Corporate Documents. Lessor shall have received a copy of resolutions of the Board of Directors of Lessee certified by
the Secretary or Assistant Secretary of Lessee (and any other necessary corporate authorizations) as of the date of the Schedule, authorizing the
execution, delivery and performance by Lessee of this Master Lease and the Schedule and certified copies of the Articles of Incorporation and
Bylaws of Lessee. Lessor shall also have received a Certificate of Good Standing of Lessee issued by its jurisdiction of formation.

(b) Insurance. Lessor shall have received evidence satisfactory to it as to the due compliance by Lessee with the provisions regarding insurance
contained in Section 13 hereof.

(c) Uniform Commercial Code Statements. Such Uniform Commercial Code financing statements and such waivers, releases or disclaimers
with respect to the Aircraft as Lessor shall deem necessary or desirable in order to perfect and protect its interests therein shall have been duly
executed and filed, at Lessee's expense, in such public offices as Lessor shall direct.

(d) Lessor's Title. Lessor shall have received good and marketable title to the Aircraft, free and clear of any Liens and all filings, recordings and
other actions that are necessary or desirable in order to establish, protect and preserve Lessor's title to and ownership of the Aircraft shall have
been duly effected, including, without limitation, the receipt by Lessor of the duly completed, executed and delivered Bills of Sale and any Lien
releases required (if any). In addition, Lessor shall have received evidence satisfactory to it that, immediately prior to the transfer of the title to
the Aircraft to Lessor by the seller thereof, such seller has good and marketable title to the Aircraft free and clear of any Liens.

(e) Purchase Agreement Assignment. Lessor shall have received a fully executed assignment of the Aircraft's Purchase Agreement in form and
substance acceptable to Lessor.

(f) Airworthiness Certificate. Lessor shall have received a copy of the standard FAA airworthiness certificate for the Aircraft.

(g) FAA Registration; FAA Filings. Lessor shall have received evidence satisfactory to it that the Aircraft is currently and properly registered in
the name of Lessor, that a proper FAA Application for Registration for the Aircraft in Lessor's name has been submitted to the FAA and that
the Bill of Sale covering the Aircraft, from the seller thereof to Lessor, this Master Lease and the Schedule have been properly filed for record
with the FAA and the international registry established under the Cape Town Convention (if requested by Lessor).

(h) Representations True; No Default or Event of Default. All representations and warranties of Lessee contained herein or in any certificate or
other document furnished to Lessor in connection herewith shall be true and correct on and as of the date of the Schedule with the same force
and effect as if made on and as of such date; no Event of Default or Default shall be in existence on such date or shall occur as a result of the
lease by Lessee of the Aircraft.

(i) No Material Adverse Change. In the reasonable judgment of Lessor, there shall have been no material adverse change in the financial
condition or business of Lessee.

(j) Other Documents and Information. Lessor shall have received from Lessee, in form and substance satisfactory to Lessor, this Master Lease,
the Schedule and such other documents and information as Lessor shall reasonably request. Lessor shall also have received evidence of
acceptance by CT Corporation System of its appointment as agent to receive service of process in _______________ on behalf of Lessee.
 (k) Legal Matters; Proceedings. All legal matters and all proceedings in connection with the transactions contemplated by this Master Lease,
and all documents incidental thereto, shall have been executed and delivered to Lessor and shall be satisfactory to Lessor's counsel.

27. Counterparts. There shall be one original of this Master Lease and of each Schedule and it shall be marked "Original." To the extent that any
Schedule constitutes chattel paper (as that term is defined by the Uniform Commercial Code), a security interest may only be created in the Schedule
marked "Original."

28. Non-Waiver. No course of dealing between Lessor and Lessee or any delay or omission on the part of Lessor in exercising any rights hereunder
shall operate as a waiver of any rights of Lessor. A waiver on any one occasion shall not be construed as a bar to or waiver of any right or remedy on
any future occasion. No waiver or consent shall be binding upon Lessor unless it is in writing and signed by Lessor. To the extent permitted by
applicable law, Lessee hereby waives the benefit and advantage of, and covenants not to assert against Lessor, any valuation, inquisition, stay,
appraisement, extension or redemption laws now existing or which may hereafter exist which, but for this provisions, might be applicable to any sale
or re-leasing made under the judgment, order or decree of any court or under the powers of sale and re-leasing conferred by this Master Lease or
otherwise. To the extent permitted by applicable law, Lessee hereby waives any and all rights and remedies conferred upon a lessee by Article 2A-508
through 2A-522 of the Uniform Commercial Code, including, but not limited to Lessee's rights to (i) cancel this Master Lease; (ii) repudiate this
Master Lease; (iii) reject the Aircraft; (iv) revoke acceptance of the Aircraft; (v) recover damages from Lessor for any breaches of warranty or for any
other reason; (vi) claim a security interest in the Aircraft in Lessee's possession or control for any reason: (vii) deduct all or any part of any claimed
damages resulting from Lessor's default, if any, under this Master Lease; (viii) accept partial delivery of the Aircraft; (ix) "cover" by making any
purchase or lease of or contract to purchase or lease Aircraft in substitution of Aircraft identified to this Master Lease; (x) recover any general, special,
incidental, or consequential damages, for any reason whatsoever; and (xi) specific performance, replevin, detinue, sequestration, claim, delivery or the
like for any Aircraft identified to this Master Lease. To the extent permitted by applicable law, Lessee also hereby waives any rights now or hereafter
conferred by statute or otherwise which may require Lessor to sell, lease or otherwise use any Aircraft in mitigation of Lessor's damages as set forth in
Section 19 or which may otherwise limit or modify any of Lessor's rights or remedies under Section 19.

29. Miscellaneous.

(a) Any provision of this Master Lease which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent
permitted by applicable law, Lessee hereby waives any provision of law which renders any provision hereof prohibited or unenforceable in any
respect.

(b) No terms or provisions of this Master Lease may be changed, waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against which the enforcement of the change, waiver, discharge or termination is sought. No delay or failure on the part of
Lessor to exercise any power or right hereunder shall operate as a waiver thereof, or as acquiescence in any default, nor shall any single or
partial exercise of any power or right preclude any other or further exercise thereof, or the exercise of any other power or right. The acceptance
of any payment by Lessor shall not constitute a reinstatement of this Master Lease if this Master Lease shall have been declared in Default by
Lessor pursuant to this Master Lease or otherwise, unless Lessor shall have agreed in writing to reinstate this Master Lease and to waive such
Default or Event of Default.

(c) This Master Lease contains the full, final and exclusive statement of the agreement between Lessor and Lessee relating to the lease of the
Aircraft.

(d) This Master Lease shall constitute an agreement of lease, and nothing herein shall be construed as conveying to Lessee any right, title or
interest in the Aircraft except as a lessee only.

(e) This Master Lease and the covenants and agreements contained herein shall be binding upon and inure to the benefit of the respective
successors and assignees of the parties, except as herein provided. Lessee shall not assign this Master Lease without the prior written consent of
Lessor.

(f) The headings of the Sections hereof are for the convenience of reference only and are not a part of this Master Lease and shall not be deemed
to affect the meaning or construction of any of the provisions hereof.

(g) This Master Lease may be executed by the parties hereto on any number of separate 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.

(h) Lessee shall, on demand, pay or reimburse Lessor for all of Lessor's reasonable costs and expenses (including reasonable fees and
disbursements of legal counsel) incurred, and all payments made, and indemnify and hold Lessor harmless from and against all losses suffered
by Lessor in connection with, arising out of, or in any way related to (i) the negotiation, preparation, execution and delivery of this Master
Lease; (ii) protecting, preserving, exercising or enforcing any of the rights of Lessor under this Master Lease; and (iii) any claim (whether
asserted by Lessor or Lessee or any other person) and the prosecution or defense thereof, in any way arising under, related to, or connected
with, this Master Lease or the relationship established hereunder; provided, however, such indemnification obligations shall not apply to any
act or omission involving a breach of this Master Lease by Lessor and shall not apply to any act or omission involving gross negligence or willful
misconduct by Lessor. The provisions of this Section shall survive the expiration or earlier termination of this Master Lease.
 (i) This Master Lease and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of
the State of __________________. Any legal action or proceeding against Lessee with respect to the this Master Lease or any other documents
and instruments executed in connection herewith may be brought in such of the courts of competent jurisdiction of the State of
__________________ or in the United States District Court located in the State of ______________ as Lessor or its respective beneficiaries,
successors and permitted assigns, as the case may be, may elect, and by execution and delivery of this Master Lease, Lessee irrevocably submits
to the non-exclusive jurisdiction of such courts, and to appellate courts therefrom, for purposes of legal actions and proceedings under this
Master Lease and each of the other documents and instruments executed in connection herewith and, in the case of any such legal action or
proceeding brought in the above-named ______________ courts, hereby irrevocably consents, during such time, to the service of process out
of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered mail, postage prepaid, to
Lessee at its address set forth above, or by any other means permitted by applicable law. Lessee hereby irrevocably designates, appoints and
empowers CT Corporation System as its authorized agent for service of process in the State of ______________ in any suit or proceeding with
respect to this Master Lease and each of the other documents and instruments executed in connection herewith to which it is a party. A copy of
any such process served on such agent shall be promptly forwarded by mail by the person commencing such proceeding to Lessee at its address
set forth above, but the failure of Lessee to receive such copies shall not affect in any way the service of such process as aforesaid. In the event
that service of process is made upon CT Corporation System as set forth herein, Lessor shall provide a copy of such service of process to Lessee.
Lessee further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the
mailing of copies thereof by registered or certified mail, postage prepaid, to Lessee at its address set forth above. The foregoing, however, shall
not limit the rights of Lessor to serve process in any other manner permitted by law or to bring any legal action or proceeding or to obtain
execution of judgment in any jurisdiction. Lessee further agrees that final judgment against Lessee in any action or proceeding in connection
with this Master Lease or any of the other documents or instruments executed in connection herewith shall be conclusive and may be enforced
in any other jurisdiction within or outside the United States of America by suit on the judgment, a certified or exemplified copy of which shall
be conclusive evidence of the fact and the amount of Lessee's indebtedness. TO THE EXTENT THAT LESSEE HAS OR HEREAFTER MAY
ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY OF THE ABOVE-NAMED COURTS OR FROM ANY LEGAL PROCESS
THEREIN, LESSEE HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY, AND LESSEE HEREBY IRREVOCABLY WAIVES AND
AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY LEGAL ACTION OR PROCEEDING
BROUGHT HEREUNDER IN ANY OF THE ABOVE-NAMED COURTS (I) ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO
THE JURISDICTION OF THE ABOVE-NAMED COURTS, (II) THAT IT OR ANY OF ITS PROPERTY IS IMMUNE FROM THE ABOVE
DESCRIBED LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION, OR OTHERWISE), (III) THAT SUCH ACTION OR PROCEEDING IS BROUGHT IN AN
INCONVENIENT FORUM, THAT VENUE FOR THE ACTION OR PROCEEDING IS IMPROPER OR THAT THIS MASTER LEASE AND
THE OTHER DOCUMENTS AND INSTRUMENTS EXECUTED IN CONNECTION HEREWITH MAY NOT BE ENFORCED IN OR BY
SUCH COURTS, OR (IV) ANY DEFENSE THAT WOULD HINDER OR DELAY THE LEVY, EXECUTION OR COLLECTION OF ANY
AMOUNT TO WHICH EITHER PARTY HERETO IS ENTITLED PURSUANT TO A FINAL JUDGMENT OF ANY COURT HAVING
JURISDICTION. NOTHING IN THIS SUBSECTION (h) SHALL LIMIT ANY RIGHT OF LESSOR TO BRING ACTIONS, SUITS OR
PROCEEDINGS IN THE COURTS OF ANY OTHER JURISDICTION. LESSEE EXPRESSLY ACKNOWLEDGES THAT THE FOREGOING
WAIVER IS INTENDED TO BE IRREVOCABLE AND HEREBY WAIVES ANY RIGHT WHICH IT MAY HAVE TO REQUEST A TRIAL
BY JURY IN ANY ACTION RELATING TO THIS MASTER LEASE AND THE OTHER DOCUMENTS AND INSTRUMENTS EXECUTED
IN CONNECTION HEREWITH.

30. Definitions. As used in this Master Lease, the following terms shall have the following meanings (such definitions to be equally applicable to both
the singular and plural forms of the terms defined):

“Acceptance Certificate” shall mean the Acceptance Certificate delivered to Lessor indicating Lessee’s acceptance of an Aircraft under this Master
Lease.

“Acceptance Date” shall be the date Lessee accepts an Aircraft under this Master Lease, as evidenced by its signature on the Acceptance Certificate.

"Affiliate" shall mean with respect to any Person, any Person which, directly or indirectly, controls, is controlled by, or is under common control with
such Person. For purposes of this definition, "control" of a Person means the power, direct or indirect, to vote ten percent (10%) or more of the
securities having voting power for the election of directors, managers or other officers of such Person; or otherwise to direct or cause the direction of
the management and policies of such Person, whether by contract or otherwise.

"Aircraft" shall mean the Airframe to be leased hereunder, together with the Engines to be leased hereunder whether or not any of the Engines may at
the time of determination be installed on the Airframe or any other airframe and any and all Parts.

"Airframe" shall mean helicopter described on the Schedule, together with any and all Parts thereof.

"Associated Rights" shall mean all rights to payment or other performance by Lessee under an agreement which is secured by or associated with the
Aircraft.

"Aviation Act" means Subtitle VII of Title 49 of the United States Code, as amended from time to time, or any similar legislation of the United States
enacted to supersede, amend or supplement such Act.

“Auxiliary Power Unit” or APU” means the auxiliary power unit described on the Schedule and installed on or in the Airframe together with any and
all parts thereof.
"Basic Rent" shall have the meaning specified in Section 3 hereof.

"Basic Rental Payment" shall have the meaning as defined in the applicable Schedule.

"Bill of Sale" shall mean the FAA Bill of Sale and the Warranty Bill of Sale, whereby title to the Aircraft will be conveyed to Lessor.

"Business Day" shall mean a day other than a Saturday, Sunday or legal holiday under the laws of the United States or the State of
_________________.

"Cape Town Treaty" has the meaning provided in 49 U.S.C. § 44113(1).

"Casualty Value" shall be the amount set forth on Annex 3 to the applicable Schedule for the applicable Basic Rental Payment date.

"Claims" shall have the meaning specified in Section 9 hereof.

"Cutoff Date" shall have the meaning specified in Annex 2 to the applicable Schedule.

"Default" shall mean any event or condition which with notice, lapse of time or both would constitute an Event of Default.

"Diminution Amount" shall have the meaning specified in Section 14(g) hereof.

"Engines" shall mean the engine(s) described on the Schedule and installed on the Airframe, together with any and all Parts thereof, it being the intent
that separate rights shall attach to the Engines separate and apart from the Airframe for purposes of the Cape Town Convention. Each engine is
capable of generating at one thousand seven hundred fifty (1,750) pounds of thrust (or 550 horsepower) or its equivalent.

"Estimated Annual Hours" shall have the meaning specified in the applicable Schedule.

"Event of Default" shall have the meaning specified in Section 18 hereof.

"Event of Loss" shall have the meaning specified in Section 12 hereof.

"Excess Hours" shall mean the excess number of hours which is a positive number equal to the difference between (a) the total number of Airframe
hours (including any component with hourly overhaul schedules) accumulated from the Acceptance Date to the last day of the Initial Term (or other
date of termination or cancellation) and (b) product of (i) Estimated Annual Hours times (ii) the number of twelve month periods and any portion
thereof, from the Acceptance Date to such expiration, termination, or cancellation date.

"Excess Use Amount" shall have the meaning specified in Section 14(f) hereof.

"FAA" shall mean the Federal Aviation Administration or any applicable successor governmental authority.

"Fair Market Value" shall have the meaning specified in the applicable Schedule.

"FARs" shall have the meaning specified in Section 11(b) hereof.

"Holdover Rent" shall have the meaning specified in Section 2 hereof.

"Indemnitee" shall have the meaning specified in Section 9 hereof.

"Initial Term" shall have the meaning specified in Section 2 hereof.

"Interim Rent" shall have the meaning specified in Section 3 hereof.

"Interim Rent Daily Rate" shall have the meaning specified in Annex 2 to the applicable Schedule.

"International Interest" has the meaning provided thereto in the Cape Town Treaty.

"International Registry" means the registry established under the Cape Town Treaty.

"International Registry Regulations" shall mean the official English language text of the regulations for the International Registry issued by the
supervisory authority thereof pursuant to the Cape Town Treaty, as the same may be amended or modified from time to time.

"Lessor's Liens" shall mean any mortgage, pledge, lien, security interest, national interest, prospective international interest, international interest,
charge, encumbrance, financing statement, title retention, taxes or any other right or claim of any Person claiming through or under Lessor other
than the interest of Lessor as owner and lessor of the Aircraft hereunder.
"Lessor's Loss" shall have the meaning specified in Section 19 hereof.

"Liens" shall mean any mortgage, pledge, lien, security interest, national interest, prospective international interest, international interest, charge,
encumbrance, financing statement, title retention or any other right or claim of any Person with respect to the Aircraft, other than any Lessor's Liens
or Permitted Liens.

"Master Lease" or "Lease" and the terms "hereof," "herein," "hereto" and "hereunder," when used in this Master Lease Agreement, shall mean and
include this Master Lease Agreement and the Schedule(s) hereto, as the same may from time to time be amended, modified or supplemented.

"Part(s)" shall mean any and all avionics, instruments, rotor blades, rotors, appliances, furnishings, repairs, parts, appurtenances, accessories and
other equipment and attachments incorporated or installed in or attached to the Airframe or any Engine and from time to time incorporated or
installed in or attached to the Airframe or any Engine, together with all additions, attachments or accessions to any of the foregoing and all
replacements and substitutions for any of the foregoing.

"Permitted Liens" shall mean any of the following: (a) the respective rights of Lessor and Lessee as herein provided; (b) the rights of others under
agreements or arrangements to the extent expressly permitted by the terms of this Master Lease; (c) Lessor's Liens; (d) Liens for taxes either not yet
due or being contested in good faith (and for payment of which, to the extent required by GAAP, adequate reserves have been provided) by
appropriate proceedings conducted with due diligence so long as such proceedings do not involve any material danger of the sale, forfeiture or loss of
the Airframe or any Engine or interest therein; (e) materialmen's, mechanic's, workmen's, repairmen's, or other like Liens arising in the ordinary
course of business for amounts the payment of which is either not yet delinquent or is being contested in good faith (and for the payment of which
adequate reserves have been provided) by appropriate proceedings so long as such proceedings do not involve any material danger of the sale,
forfeiture or loss of the Airframe or any Engine or interest therein; (f) salvage rights of insurers under insurance policies maintained pursuant to
Section 9; (g) Liens arising out of judgments or awards against Lessee or a sublessee (if permitted) with respect to which at the time there shall have
been secured a stay of execution and; (h) any other Lien with respect to which Lessee or a sublessee (if permitted) shall have provided a bond or other
security in an amount and under terms reasonably satisfactory to Lessor. Lessee will promptly at its own expense, take such action as may be
necessary to duly discharge (by bonding or otherwise) any such Lien not a "Permitted Lien" if the same shall arise at any time.

"Person" shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, incorporated
association, joint venture, governmental authority or other entity of whatever nature.

"Primary Hangar Location" means the location designated as such in the applicable Schedule.

"Professional User Entity" shall have the meaning ascribed thereto in the International Registry Regulations and shall, with respect to
Lessee, be FAA Counsel or other Person approved by Lessor.

"Prospective International Interest" has the meaning provided thereto in the Cape Town Treaty.

"Rent Commencement Date" shall mean that date as described in Section 2 and the applicable Schedule.

"Requisition of Use" shall have the meaning specified in Section 12 hereof.

"Return to Manufacturer" shall have the meaning specified in Section 12 hereof.

"Schedule" shall have the meaning specified in Section 1 hereof.

“Service Contract” shall mean any maintenance service contract from the manufacturer or any third party provider

"Term" shall mean the term of this Master Lease of the Aircraft hereunder specified in Section 2 hereof.

"Total Basic Rent" shall have the meaning specified in Annex 2 of the applicable Schedule.

"Total Cost" shall have the meaning specified in Annex 2 of the applicable Schedule.

"Transacting User Entity" shall have the meaning ascribed thereto in the International Registry Regulations.

All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles ("GAAP").

31. Truth-in-Leasing.

(SEE FEDERAL AVIATION REGULATIONS FAR 91.23). AT ALL TIMES FROM DATE OF MANUFACTURE TO THE DATE OF THE
EXECUTION OF THIS MASTER LEASE, THE AIRCRAFT HAS BEEN MAINTAINED AND INSPECTED IN ACCORDANCE WITH FARs.
LESSEE REPRESENTS THAT THE AIRCRAFT WILL BE MAINTAINED BY LESSEE UNDER FAR UNDER WHICH IT WAS CERTIFIED FOR
THE OPERATIONS TO BE CONDUCTED UNDER THIS MASTER LEASE. LESSEE WILL BE RESPONSIBLE FOR OPERATIONAL CONTROL
OF THE AIRCRAFT UNDER THIS MASTER LEASE.
AN EXPLANATION OF THE FACTORS BEARING ON OPERATIONAL CONTROL AND PERTINENT FEDERAL AVIATION REGULATIONS
CAN BE OBTAINED FROM THE NEAREST FEDERAL AVIATION ADMINISTRATION FLIGHT STANDARDS DISTRICT OFFICE.

THE UNDERSIGNED LESSEE WHOSE ADDRESS APPEARS BELOW, CERTIFIES THAT IT UNDERSTANDS ITS RESPONSIBILITIES FOR
COMPLIANCE WITH APPLICABLE FEDERAL AVIATION ADMINISTRATION REGULATIONS. LESSEE SHALL MAIL AN EXECUTED
COPY OF THIS MASTER LEASE TO THE FEDERAL AVIATION ADMINISTRATION, AIRCRAFT REGISTRATION BRANCH, ATTENTION:
TECHNICAL SECTION, P.O. BOX 25724, OKLAHOMA CITY,OK 73125 WITHIN 24 HOURS OF THE TIME OF EXECUTION HEREOF.

IN WITNESS WHEREOF, Lessor and Lessee have each caused this Master Lease Agreement to be duly executed as of the day and year first above
written.

[Lessor Name]

By:
Name:
Title:

"Lessor"

[Lessee Name]

By:
Name:
Title:

Address: ________________________
________________________

"Lessee"