<table><tr><th>From:</th><th>jeffrey E. &lt;jeevacation@gmail.com&gt;</th></tr><tr><td>Sent:</td><td>Thursday, April 7, 2016 3:59 PM</td></tr><tr><td>To:</td><td>Larry Visoski</td></tr><tr><td>Subject:</td><td>Re: G550 #5070 - Plan D Offer (Seller Edit) 04-06-16</td></tr></table>

Sorry, my instructions were clear . No further contact . We are done . I =A0have great respect for Joe , I think your sellers have over played a ver= week hand . Maybe will meet on another plane in the future . Thank=

On Thursday, 7 April 2016, Larry Visoski <█████████ <mailto:█████████> > wrote:

From Frank

Sent from my iP=one

Begin forwarded message:

From: Frank Janik <fjanik@leas.=om <javascript:_e("%7B%7D='cvml','fjanik@leas.com');> >
Date: April 7, 2016 at 11:45:34 AM EDT
To: =arry < <javascript:_e("%7B%7D,'cvml' =#39;);> >
Cc: "Joseph=L. Carfagna Jr." <
S=bject: RE: G550 #5070 - Plan D Offer (Seller Edit) 04-06-16
=br>

Thanks Larry — we'll share with the seller =nd see if we can get some movement. Is the bigger issue the lack of =hem wanting to put funds in escrow so that in the event of Seller'= default the buyer can have direct access to cash and more easily get reimb=rsed?

Warmest regards,

Frank Janik

Vice President - Transactions

█████████████████

████████████████

www.leas=com <http://www.leas.com/>

=/u>

This is an email header with the following information:

*   **From:** Larry
*   **Sent:** Thursday, April 07, 2016 10:54 AM
*   **To:** Frank Janik
*   **Cc:** Joseph L. Carfagna Jr.
*   **Subject:** Re: G550 #5070 - Plan D Offer (Seller Edit) 04-06-16

Frank and Joe,

The changes are unacceptable. Knowing the unus=al state of affairs, along with your refusals to deal with clear and =robable risks, I have been instructed to discontinue any further disc=ssions.

Thank you for trying,

I wish you luck,

Larry

Sent from my iPad

<u>On Apr</u> 7, 2016, at 10:01 AM, Frank Janik < > > wrote:

Hello Larry — Thank you for your comments to the Plan D Offer fo= G550 #5070. Please see our client's response to your change= in the attached REDLINE EDIT of Purchaser's Offer plus their comm=nts to your 5 main questions/requests below. Assuming you want to make additional changes to Seller's attached =dits, please continue to "Track Changes" so we can more ea=ily tell what you changed. Thanks.

	1. We are OK with your n=ed for 10 days for the visual inspection.

2. ALL costs required to=register the aircraft in the US after a closing with Plan D will to be the=responsibility of the Purchaser. The Seller will cooperate with your=research and requirements for the issuance of

an Export C of A that enables the aircraft to be issued a US Certificate of Airworth=ness, BUT all costs and modifications of the Aircraft, it's engine=, APU, documents, etc. required for an Export C of A so that the Aircraft =s in compliance with US CofA requirements should be paid by Purchaser.

3. We agree the Delivery=Conditions should state that Aircraft should be free of any history of material damage and material corrosion. =AO We added the word "material" in front of damage in the =O1 and suggest that we keep it simple for now in the La and let the attor=eys better define the words "material damage" and =9Cmaterial corrosion" in the Purchase Agreement.

4. The concept of the Se=ler putting money into escrow to cover those Purchaser funds Seller uses o=t of escrow for inspection costs defeats the whole concept and appeal of y=ur deal. If Seller has to put money in escrow to cover these costs they might as well pay Gulfstream directly for the costs= If the transaction fails because of Seller's breach or beca=se correcting the discrepancies exceeds $2MM, the Seller will reimburse th= Purchaser the full purchase price amount but it cannot be held in escrow.

S. We understand that th=re needs to be a consequence for a Seller breach or Seller's faili=g to deliver other than because the aircraft will cost more than $2MM to f=x; however, similar to 4. above the funds cannot come out of escrow as it defeats the whole concept and appeal of your deal. W= also agree in the case of such a breach of failure to deliver, Purchaser=E2 s out of pocket costs for the ARCS inspections and "other=E2 costs invested in the project by Purchaser should be reimbursed by the Seller, but Seller will need a way to limit and quantify=what costs it will be responsible for reimbursing. Rather than get t=o bogged down in the LOI trying to list exactly what costs are included an= how they are reimbursed, we suggest we press forward, and if we have a deal, we can provide further details in=the Purchase Agreement on what "other costs" paid by Purch=ser shall be reimbursed by Seller.

## OTHER Explanations:

* Paragraph 4: We can get a formal Gulfstream Quot= that will include the Flat Rate Cost for the required inspections but it =ill be provided PRIOR to the Inspection and included as an Exhibit in the =urchase Agreement; however, there is no way to include a full out-the-door cost for all of the inspect=ons until Gulfstream starts the inspections as the total costs will be dep=ndent upon what Gulfstream finds during the Inspection.

* We understand and agree to the concept of a "C=osing Deadline" but feel it would be better to tackle that concept=in the Purchase Agreement as it is unclear at this point how we would defi=e when the 30 days would start (after RTS, after Inspection completion, after export CofA issued, etc.?) or if 3= days is the right number.

Warmest regards,

Frank Janik

## OTHER Explanations: (cont.)

Key information: "Vice President - Transactions", website address: www.leas.com. Two obscured black bars.

| Field | Value |
|---|---|
| Header | -----Original Message----- |
| From | [redacted: sender name/email] |
| Sent | Monday, April 04, 2016 9:58 PM |
| To | [redacted: recipient name(s)/email(s)] |
| Subject | G550 serial 5070 |

Notes: Multiple recipient names/emails are blacked out (redacted) in the image.

Joe and Frank,

- We have reviewed the LOI and need to make some revisions, which are refl=cted on the attached document. The main ones are discussed below:=/u>

	1. We will need 10 days =or the visual inspection as my schedule is fairly tight right now.<=>

2. As this is an Isle of=Man registered aircraft that would ultimately be registered in the US afte= a closing with Plan D, the Aircraft must as a delivery condition be fully=compliant with all requirements for issuance of a US Certificate of Airworthiness. An Export C of A should be required=at delivery and the costs of bringing the Aircraft, its engines, apu and d=cuments in compliance with US C of A requirements should be borne by Selle=. Those requirements should be included within the definition of Discrepancies.

3. As part of the Delive=y Conditions, the Aircraft should be free of any history of damage and mat=rial corrosion.

4. In order to ensure th=t Buyer will be able to receive its full escrowed payment of the entire Pu=chase Price if Seller does not deliver, the Seller will have to put an add=tional amount in Escrow to cover the amount of the "Non-Refundable Deposit" that it will use to pay for inspe=tion costs and corrections. If the transaction

## OTHER Explanations: (cont.)

fails because of Sell=r's breach or because correcting the discrepancies exceeds $2MM, t=ere needs to be a way to ensure that Purchaser's payment of the full purchase price in escrow can be recovered.

5. There also needs to b= a consequence for a Seller breach or Seller's failing to deliver =ther than because the aircraft will cost more than $2MM to fix. In c=se of such a breach of failure to deliver, Purchaser's out of pock=t costs for the ACRS inspections and any consultants, pilots, or professiona=s it must hire in order to get this transaction closed expeditiously shoul= be reimbursed by the Seller.

Please get back to me after you have reviewed this with Seller, Thank yo=.

Regards,

Larry

<G550 #5070 - Plan D Offer (Buyer) 04-04-16.d=cx>

<G550 #5070 - Plan D Offer (Seller Edit) 04-0=-16.docx>

## =AO please note

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