PURCHASE AGREEMENTACEO82-16

This purchase agreement ("Agreement") is dated as of March 23, 2016 and entered by
and between Perpetual International Holdings, Inc., a company organized and existing
under the laws of Virgin Islands, British with its principal place of business at H.R. Penn
Ltd Building 177, Main Street, Road Town - Tortola, Virgin islands, British ("Seller") and
CHARTERXA, S.A. de C.V. a company organized and existing under the laws of the
United Mexican States with its principal address at Bosque de Ciruelos 130-202 Col.
Bosques de las Lomas Mexico, DF 11700 Mexico ("Purchaser"), collectively referred as
"Parties".
1. DEFINITIONS For the purpose of this Agreement, the following definitions are hereby
adopted by the Parties:
1-1. "AirWOrthiness shall mean the FAA in the United States of America or such other office of
Authority" the United States of America from time to time charged with the
administration of civil aviation.

12. "Aircraft" shall mean the Legacy 600 manufactured by Seller.

1.3. "Business Day(s)" shall mean a day on which banks are open for business in New York in
the United States and Road Town - Tortola in Virgin Islands, British.
14. "Day(s)" shall meam calendar days. 1.5. "Working Day(s)" shall mean a day, other
than Saturday, Sunday or holiday, on which Seller
is open for business.
2. SUBJECT
2.1. Subject to the provisions of this Agreement, Seller agrees to sell one (1) EMB-135B aircraft,
manufacturer serial number 1450.1064, with two (2) Rolls Royce AE3007AFE engines, installed
thereon bearing manufacturer's serial numbers CAE-313110 and CAE-313111 together with all
avionics, items of equipment, instruments, components and accessories installed therein or
thereon ("Aircraft") to Buyer, and Buyer agrees to purchase the Aircraft from Seller in an "AS IS,
WHERE IS" serviceable condition as per Exhibit A.
2.2. Condition Precedent: Buyer hereby acknowledges and agrees that Seller does not hold title of
the Aircraft at the time of execution of this Agreement. Seller's obligation to sell the aircraft is
conditional on Seller receiving title to the Aircraft from its current owner before the Delivery Date
(as defined below). In the event Seller does not receive the title for any reason whatsoever on or
before the Delivery Date, this Agreement
shall be considered terminated and Seller shall return to Buyer all payments previously made by
Buyer to Seller, immediately, no interest accrued. Thereafter neither Party shall have any further
liability to the other at

any time OR Article 8.1 shall apply.

3. PRICE 3.1. The Aircraft price is USD$9,150,000.00 (nine million one hundred and fifty
thousand US Dollars) ("Purchase Price").
4. DEWERY
Subject to payments in accordance with Article 6 and the provisions of this Agreement, Seller
shall present the Aircraft to Buyer for inspection, acceptance and subsequent delivery at Seller
premises in Melbourne, Florida, United States of America or at mutually agreed service center in
the USA ("Delivery location"), no later than 90 calendar days upon the signature of this purchase
agreement ("Scheduled Delivery Month"). Seller shall deliver and Buyer shall accept the Aircraft at
the Inspection Facility in an "AS IS, WHERE IS" serviceable condition without any further
representation or warranty than that: (a) Seller is the owner and holder of and has full legal and
beneficial title to the Aircraft; (b) Seller has good right and full power to sell the Aircraft to Buyer,
(c) Seller's title thereto is on the date thereof good, indefeasible and marketable, and (d) Seller
thereby transfers to Buyer at its rights, title and interest in and to the Aircraft, free and clear of all
notations, clouds, claims, liens, mortgages, encumbrances, or rights of others. Seller, its
successors and assigns, Covenant and agree to warrant and defend the title to the Aircraft, unto
Buyer, its successors and assigns, against all
| = - ‫ ــــــــ ــ ــــــ ـــــــــ م ۔ﺳﯽ ﻣﺼﯿﺴﺪ ﯾﻢﮦ‬m --(།
persons whomsoever. Seller will have full power and lawful authority to transfer
title to the Aircraft to Purchaser;
Only upon completion of conditions and terms specified in Articles 2.2, 4, 5 and 6,
the Aircraft shall be delivered to and accepted by Buyer.
5. PAYMENT AND TAXES OBLIGATIONS

5.1. The Aircraft delivery position set forth in Article 4 will only be reserved and
removed from the market upon Buyer's execution of this Agreement and payment
subject of this Article. Except as expressly determined otherwise in this
Agreement, all payments made by Buyer to Seller under this Agreement shall be
nonrefundable (except as set forth in Article 2 in which case Seller shall return to
Buyer all payments previously made by Buyer to Seller) and remitted to Seller by
wire transfer to a bank account to be timely informed by Seller. The Purchase
Price shall be paid by Buyer, as follows:
5.1.1. An initial deposit in the amount of USD$3,000,000.00 (three million US dollars)
("Initial Deposit") has been paid by Buyer prior or upon the execution of this Agreement
and shall apply towards the Purchase
Price.

5.1.2 The balance of the Purchase Price shall be due and payable upon
acceptance of the Aircraft by Buye
and effective delivery of the Aircraft as per Article 4.
5.2. Termination for failure to make payments
Should Buyer fail to make any payment when due and such failure is not cured within
five (5) Business Days after Buyer receipt of Seller's written notice to Buyer, then Seller
shall have the right to terminate this Agreement in accordance with Article 8.3.
5.3. Net payments
The Parties hereby agree that all payments to be made by one Party to the other under
this Agreement shall be made without set off or withholding whatsoever. If Buyer or
Seller are obliged by law to make any deduction or withholding from any such payment,
the amount due from one Party to the other Party in respect of such payment shall be
increased to the extent necessary to ensure that, after the making of such deduction or
withholding, Seller or Buyer, as applicable, receives a net amount equal to the amount
Seller or Buyer, as applicable, would have received had no such deduction or
withholding been required to be made.
5.4. Taxes
Buyer shall be responsible to pay, indemnify and hold Seller harmless from the payment or
assessment of all taxes, surtaxes, duties, withholdings, documentary stamp, registration and
filing fees, and other governmental charges which may be imposed by authorities of any
jurisdiction, and applicable to the purchase, sale, export, import, and delivery of the Aircraft or
related to the Aircraft itself, whether levied on Buyer or Seller at Delivery or thereafter, including
(i) any sale, use, transfer, personal property, excise, customs, goods and services, value added,
consumption, luxury, and withholding taxes; (ii) penalties, fines, surcharges, interest, or other
charges related thereon; (iii) any import or export duties, taxes, or other charges, and (iv) any
other similar taxes, fees or duties (including, but not limited to registration and filing fees),
("Buyer Taxes"). Buyer Taxes
shall not include taxes based on Seller's net income.

Seller shall have no liability for Buyer Taxes and Buyer shall remit to Seller or the
respective taxing jurisdiction, as applicable, all such Buyer Taxes on a timely basis as
required by applicable law. In the event Seller pays any Buyer Taxes, Buyer shall
reimburse Seller for the relevant amounts (including interest and penalties thereon)
immediately, but in no event more than five (5) calendar days after receipt of Written
demand from Seller. Buyer hereby commits to act as the importer and exporter of record
in the event the Aircraft shall be exported and agrees to provide Seller with copies of
export and import documentation at Seller's request.
The consideration to be received under this Agreement is net of Buyer's Taxes and
neither the Purchase Price, nor any other payments to be made by Buyer under this
Agreement (other than those to be made pursuant to this Article 5.4) include the amount
of any Buyer Taxes or any other taxes, fees or duties.
5.5. Attorneys' Fees The Parties hereby acknowledge and agree that Seller
shall be responsible to pay, indemnify and hold Buyer harmless from all
reasonable attorneys’ fees and expenses derived from the preparation and
execution of this Agreement.
5.6. Return of Money

in the event this Agreement is terminated and Seller is required to return any
amount to Buyer as set forth in Articles 2, 7.3, 8.2, 8.3 or 8.4, Seller will return the
relevant amounts within a maximum of five (5) Business Days after its due date or
receipt by Seller of a written notice from Buyer with wire transfer instructions to
the
Buyer's bank account. 6. INSPECTION, ACCEPTANCE ANDTRANSFER OF OWNERSHIP
6.1. Seller shall arrange training for: (1) 1 (one) mechanic, aiming at familiarization with
Aircraft systems and/or structures for line and base maintenance; and (ii) 2 (two)Buyer's
pilots aiming at type rating certification in accordance with Exhibit D ("Familiarization
Training").
6.2. Seller shall deliver the Aircraft to Buyer in accordance with Exhibit A ("Delivery
Conditions").
6.3. Buyer may, at Buyer's expense, inspect () the Aircraft, (ii) the logbook and related
documents, and (iii) any other additional inspection at mutually agreed inspection
Location within seven (7) Working Days from the execution of this Agreement
("Scheduled inspection Date"). As part of the Aircraft inspection procedure, Seller shall
offer to Buyer an acceptance flight of not more than sixty (60) minutes, inclusive of fuel,
crew and insurance in accordance with Seller's insurance policy for acceptance flights
and Seller's standard flight operation check flight procedures.
6.4. Buyer shall send up to two (2) authorized representatives ("Authorized Representatives") to
the inspection Location to perform the inspection and acceptance flight of the Aircraft. At least
one of Buyer's Authorized Representatives shall be duly empowered to sign the acceptance and
transfer of title and risk documents and accept delivery of the Aircraft.
6.5. Upon completion of the inspection, Buyer shall promptly execute and deliver a certificate of
acceptance in accordance with Exhibit C ("Certificate of Acceptance") that shall constitute
Buyer's agreement that the Aircraft and all other items identified under this Agreement conform to
the configuration, standards and other requirements of this Agreement and are otherwise
acceptable to Buyer ("Acceptance") and pay all amounts then due and payable pursuant to this
Agreement, whereupon simultaneously Seller shall furnish to Buyer a full warranty bill of sale in
the form attached hereto as Exhibit B ("Warranty Bill of Sale"), transferring title in and ownership
of the Aircraft to Buyer free and clear of all liens and encumbrances ("Delivery Date"). Risk of loss
of the Aircraft shall pass upon transfer of title in and ownership of the Aircraft from Seller to
Buyer and execution of the Certificate of Acceptance acknowledging delivery of the Aircraft.
6.6. Should Buyer fail to perform the acceptance and transfer of title to the Aircraft or to give
Seller written
 notice of specific reasons for refusal, within the periods provided for and in accordance with this
Article 6, Seller shall be entitled, at its discretion, to either renegotiate the terms of this Agreement
with Buyer or
terminate this Agreement, pursuant to Article 8.3. Seller rights to re-negotiate or terminate this
Agreement shall only become effective if such default of Buyer has not been cured within fifteen
(15) Days counted from
the Scheduled inspection Date subject to Buyer's right as per Article 8.4.
6.7. Cape Town Convention Filings: if the Cape Town Convention is applicable, upon
transfer of title to the Aircraft to Buyer as provided for under this Agreement, Parties
shall register the sale of the Aircraft on the
international Registry, as required on the Convention on International Interests in Mobile
Equipment, the Protocol to the Convention on International Interests in Mobile
Equipment on Matters Specific to Aircraft Equipment, both signed in Cape Town, South
Africa on November 16, 2001, together with the Regulations for the International Registry
and the International Registry Procedures, and all other rules, modifications,
expense.

amendments, supplements, and revisions thereto. Each Party shall be responsible for its
own costs and
6.8. Registration: The Parties hereby acknowledge and agree that the Aircraft is
registered under FAA. If Buyer requests to change registration, Buyer will provide notice
to Seller, as early as possible, but no later than 20 days prior to Delivery Date. Buyer will
be responsible to complete their regulatory requirements and bear Aircraft costs related
to any change in registration and Seller shall be responsible to provide the
corresponding notice of deregistration to the designated civil aviation authority by
Buyer.
7. DELAYS IN DELVERY
7.1. Excusable Delays:
7.1.1 Seller shall not be held liable or be found in default for any delays in the
delivery of the Aircraft or in the performance of any act to be performed by Seller
under this Agreement, resulting from, but not restricted to, the following events
or occurrences (hereinafter referred to as "Excusable Delays"): (a) force majeure,
(including, but not limited to acts of God, war or state of war, terrorist, incident,
civil war, insurrection, fire, accident, explosion, flood, act of government,
requisition, strike, labor disputes causing cessation or interruption of work,
including but not limited to walkouts, sick-outs, protests or slowdowns); (b)
inability despite due and all commercially reasonable efforts to procure or export
any materials, equipment, accessories, parts or means of transport; (c) any delay
resulting from any failure by Buyer to perform any action or provide any
information contemplated by this Agreement or, (d) delays resulting from any
other cause to the extent it is beyond Seller's control or does not result from
Seller's fault or negligence, Buyer shall not be released from its obligations to
take delivery of the Aircraft under this Agreement as a result of an Excusable
Delay.
7.1.2 if the cause of an Excusable Delay lasts longer than sixty (60) Days or renders the
performance of this Agreement impossible, then the Parties shall attempt to renegotiate
the terms of this Agreement accordingly, within fifteen (15) Days following the last Day of
Excusable Delay. In the event that the Parties fail to agree on such terms within fifteen
(15) calendar Day period, either Party shall have the right to terminate this Agreement,
without liability to either Party, except as provided for in Article 8.2.
7.1.3 lf, however, the cause of such Excusable Delay is attributable to Buyer in
accordance with Article 7.1.1 (c), Buyer shall not be entitled to terminate this Agreement
in accordance with Article 7.1.2 and Seller shall have the right to terminate this
Agreement, within five (5) calendar Days after written notice from Seller to Buyer of such
default, in case such default has not been cured and, in this case, the provisions of
Article 8.3
shall apply. 7.2. Non-Excusable Delays:
7.2.1 if, for any reason other than an Excusable Delay, the delivery of the Aircraft is
delayed (hereinafter referred to as "Non-Excusable Delays"), by more than sixty (60) Days
after the Scheduled Delivery Month, Buyer will be entitled to terminate this Agreement
according to Article 8.2.
7.2.2 Upon the occurrence of a Non-Excusable Delay, Seller shall send a written notice to
Buyer, as soon as possible but within a reasonable period of time of a maximum of 10
Days.
7.3. Delay Due to Loss or Structural Damage of the Aircraft
lf, before delivery thereof, in the reasonable opinion of Seller, the Aircraft is lost, destroyed or
damaged beyond economic repair ("Total Loss"), then Seller will immediately notify Buyer to this
effect and the Parties agree that this Agreement will terminate, which termination shall discharge
the Parties from all obligations and liabilities of the Parties hereunder with respect to the Aircraft,
except that Seller shall return to Buyer any moneys paid by Buyer towards the purchase of the
Aircraft, immediately with no interest accrued.
8. TERMINATION
8.1. Should either Party fail to comply partially or completely with its obligations hereunder, the
other Party shall be entitled to give notice of such failure and to require that such failure be
remedied within the period specified in that notice, which period shall not be less than five (5)
calendar Days. Should such failure not be remedied within the period so specified, then the Party
who gave notice of such failure shall be entitled to terminate this Agreement. Should termination
occur in accordance with the foregoing, the defaulting Party shall pay to the non-defaulting Party
an amount determined by mutual agreement or by law. The foregoing provision shall not apply in
any circumstance where a specific right of termination is made available hereunder or will be
made available hereunder upon the expiration of a specific period of time. NOTWITHSTANDING
ANYTHING TO THE CONTRARY HEREN, NEITHER PARTY SHALL BE LIABLE TO THE OTHER
PARTY IN ANY CIRCUMSTANCE HEREUNDER FOR ANY CONSEQUENTIAL DAMAGES, OSS OF
PROFITS, LOSS OF REVENUE, LOSS OF USE AND INCREASED COSTS OR PUNITIVE DAMAGES
OR INDIRECT OR INCIDENTAL DAMAGES WHICH MAY ARISE OUT OF, OR BE CONNECTED TO,
ANY BREACHOR DEFAULT UNDER OF ANY TERM, CONDITION, COVENANT, WARRANTY, OR
PROVISION OF THIS AGREEMENT, AND WHICH EITHER PARTY WOULD OTHERWISE BE
ENTITLED TO UNDER ANY APPLICABLE LAW, INCLUDING BUT NOT LIMITED TO ANY CLAIMS
SOUNDING IN CONTRACT, TORT,
EQUITY OR STATUTE.

8.2. Buyer and Seller shall have the right to terminate this Agreement in respect to the
Aircraft, upon the occurrence of any Excusable Delay of sixty (60) Days or longer, unless
otherwise agreed in writing by the Parties, and Buyer shall have the right to terminate
this Agreement in respect to the Aircraft upon the occurrence of any Non-Excusable
Delay of sixty (60) Days or longer after such Scheduled Delivery Month, such rights to be
exercisable by written notice from one Party to the other to such effect no earlier than the
sixtieth (60th). Upon receipt of such notice of termination by Buyer or Seller, as the case
may be, Seller shat
return to Buyer an amount equal to the amounts previously paid by Buyer, no
interest accrued, it being hereby agreed by the Parties that, in this case, no other
indemnity or liability shall be due by Seller to Buyer and the Parties shall have no
damages to each other arising out of this Agreement with respect to the
terminated AirCraft.
8.3. If Buyer terminates this Agreement before the Delivery Date of the Aircraft
(except when such termination is pursuant to Articles 2, 7.3, 8.1 and 8.2) or, if
Seller terminates this Agreement, pursuant to Articles 5.2, 6.6 or 7.1.3 hereof,
Buyer shall pay to Seller liquidated damages in an amount equal to the amounts
paid by Buyer to Seller. It is hereby agreed by the Parties that, upon the receipt by
Seller of the amounts set forth above in full, no damages shall be due by Buyer to
Seller and that such liquidated damages, as referred to above, are not a penalty
and represent a genuine fair and reasonable estimate of Seller's likely
damages.
8.4. If either Party terminates this Agreement in respect to the Aircraft which is not in the
Delivery Conditions, Seller, upon Buyer's request, shall return to Buyer all amounts
previously paid by Buyer with respect to the Aircraft, no interest accrued, no further
liability or indemnity shall be owed by Seller to Buyer in this case.
9. ASSIGNMENT
Buyer may not assign, transfer or novate any of its rights or obligations hereunder without the
prior written consent of Seller, which shall not be unreasonably withheld or delayed.
10. ASSIGNABLE REMAINING WARRANTES

Upon delivery of the Aircraft to Buyer, Seller agrees to assign to Buyer the benefit of any
assignable remaining warranty (if any) given to Seller by the vendors with respect to the
Aircraft and service life policies, product agreements and patent indemnities with respect
to the Aircraft. After Delivery, Seller agrees to assist and cooperate with Purchaser in
taking all reasonable actions to make such assignment effective.
11. NOTCES
All notices permitted or required hereunder shall be in writing in the English language and sent,
by registered mail, email or facsimile, to the attention of the contact below as to Seller and Buyer
as indicated herein or to such other address as either Party may, by written notice, designate to
the other. Notices are effective upon receipt, except that notice by facsimile is effective upon date
sent
EBUYER:
Perpetual lnternational Holdings, Inc.
H.R. Penn Ltd Building 177, Main Street, Road Town - Tortola, Virgin islands, British
At. Gustavo A. Zarate E-Mail:
Telephone: Facsimile.
SELLER:

CHARTERXA, S.A. de C.V. Bosque de Ciruelos 130-202 Col. Bosques de las Lomas
Mexico City, 11700 Mexico
Att. Alfredo Jorge García Ávila E-Mail:
Telephone: Facsimile:

&
12. CONFIDENTALITY

The Parties do not have the right to disclose the terms of this Agreement, except as
required by law. The Parties agree not to disclose any portion of this Agreement or its
Attachments, amendments or any other supplement, to any third Party without the other
Party's previous written consent (where permitted by law). Without limiting the foregoing,
in the event either Party is legally required to disclose the terms of this Agreement, such
Party shall provide prior notice of such disclosure to the other Party and the disclaiming
Party agrees to exert its best efforts to request confidential treatment of the Articles,
Attachments, amendments or any other supplements of this Agreement designated by
the other Party as confidential.
13. DISCLAIMERS OF WARRANTIES, WAIVERS AND LIABILITIES
Buyer is purchasing a pre flown Aircraft that has been previously operated and
maintained. No warranties or guarantees express or implied, of any type will be provided
by Seller, except for existing warranties expressly assigned under this Agreement, if any
and title warranties as described herein.
Buyer acknowledges and agrees that: (a) upon Buyer's acceptance of the Aircraft, Buyer
will be deemed to be satisfied that the Aircraft (including the airframe, engines,
equipment and records and any other item delivered hereunder) is suitable for its
purposes and in the condition called for in this Agreement;
BUYER IS PURCHASING THE AIRCRAFT, ALL COMPONENTS THEREOF AND ALL OTHER
ASSETS ON AN"AS IS, WHERE IS" BASIS, WITH ALL FAULTS. BUYER UNCONDITIONALLY
ACKNOWLEDGES THAT SELLER HAS NOT MADE ANY PROMISE, GUARANTY,
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY TYPE WITH RESPECT TO
THE AIRCRAFT OR ANY PART THEREOF OR TEM, INCLUDING WITHOUT LIMITATION, THE
DESCRIPTION, SERVICEABILITY, VALUE, COMPLIANCE WITH SPECIFICATIONS, AGE,
OPERATION, PERFORMANCE, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE,
CONDITION, QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE AIRCRAFT OR ANY PART
THEREOF, ARWORTHINESS, DURABILITY, DESIGN, OR SUITABILITY OF THE AIRCRAFT, OR
ANY COMPONENT THEREOF, OR THE COMPLETENESS, SUFFICIENCY OR ACCURACY OF THE
AIRCRAFT DOCUMENTS, LOGS, MANUALS OR OTHER RECORDS OF THE AIRCRAFT OR TO THE
ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE AND
WHETHER KNOWN OR UNKNOWN, UPON DELIVERY AND AFTER DELIVERY, SELLER
EXPRESSLY EXCLUDES AND DISCLAIMS ANY AND AL REPRESENTATIONS AND/OR
WARRANTES NOT INCLUDED WITHIN THE FOUR CORNERS OF THIS AGREEMENT. THE
WARRANTYES PROVIDED FOR IN THE BILL OF SALE ARE IN LIEU OF ANY OTHER WARRANTY,
OBLIGATION OR LIABILITY WHATSOEVER BY REASON OF THE MANUFACTURE, SALE, LEASE,
OR USE OF THE AIRCRAFT AND NO PERSON OR ENTITY S AUTHORIZED TO MAKE ANY OTHER
REPRESENTATIONS OR WARRANTES OR TO ASSUME ANY OBLIGATIONS ON BEHALF OF
SELLER REGARDING THE AIRCRAFT, UPON DELIVERY AND AFFTER DELIVERY, BUYER
WAIVES, AS AGAINST SELLER, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND
AFFILIATES, ALL RIGHTS, REMEDIES AND DAMAGES, INCLUDING INCIDENTAL AND
CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR GOODWILL, LOSS OF USE, LOSS OF TIME,
INCONVENIENCE, LOSS OF VALUE, OR
COMMERCIAL OSS, EXPRESS OR IMPLIED, WHETHER ARISING OUT OF CONTRACT, WARRANTY OR TORT
(INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, ACTIVE OR PASSIVE, MPUTED
LIABILITY, OR STRICT LIABILITY) OR BY LAW OR OTHERWISE, WITH REGARD TO THE
AIRCRAFT, AND SELLER IN THAT CAPACITY (AND, FOR THE AVOIDANCE OF DOUBT, TS
INSURERS) SHALL HAVE NO LIABILITY THEREFOR EXCEPT WHEN ORIGINATED BY CAUSES
DIRECTLY ATTRIBUTABLE
TO SELLER OR IN ANY CASE BEFORE THE DELIVERY OF THE AIRCRAFT.

Seller agrees to indemnify and to keep indemnified and to hold harmless Purchaser, its
officers, employees, agents, representatives and servants on its or their demand against
all and any claims, losses, liabilities, proceedings and actions on a full indemnity basis
which may in any way result from or arise in any manner out of or in connection with the
operation repair, maintenance, alteration, use, hire, purchase and/or sale of the
Aircraft on or before Delivery.
Seller shall effect and maintain, at no expense to Purchaser third party legal liability insurances in
respect of the Aircraft naming Purchaser and their respective officers, directors, employees and
agents as additional named insured for a period of two (2) years from the date of closing.
4. FOREIGN CONTENT The Aircraft contain commodities, technology and software that
were exported from the United States and other countries in accordance with their
respective export control regulations. Diversion contrary to U.S. law and/or any other
applicable law is prohibited.
Buyer agrees to comply with any export and re-export control laws of the United States
and other countries applicable to the Aircraft, its parts, components, technology and
software and, upon Seller's request, to execute and deliver to Seller the relevant end-user
certificates necessary for the export and transfer of the Aircraft to Buyer.
Each Party represents to the other Party that such Party (i) has acted in good faith and
with business integrity towards the other Party and any third parties in the context of this
Agreement, (ii) complies with relevant anticorruption and anti-money laundering laws to
the extent that they apply to such Party's obligations and activities stipulated in this
Agreement, (iii) such Party has a code of ethics (or equivalent document) and an
anti-Corruption policy (or equivalent document) (collectively, "Code") consistent with
internationally accepted ethical and anti-corruption standards, which guides the conduct
of its officers and employees, and (iv) such Party maintains internal procedures
reasonably designed and conceived to enforce and promote the Compliance with the
anti-corruption provisions of its Code. The foregoing representations are made on a
continuing basis and shall hold true until termination or expiration of this Agreement.
Each Party represents to the other Party that ()such Party has not and will not offer, promise or
give to any employee, officer, agent or representative of the other Party any amount of money,
personal services, credit or other thing of value, save where not in violation of any of the
following: (a) any laws which apply or may apply to this Agreement or to such Party generally, (b)
the Code of such Party, or (c) internationally accepted standards of conduct and practices, such
as those promoted by international anti-corruption treaties including the OECD Convention on
Combating Bribery of Foreign Public Officials or the United Nations Convention Against
Corruption) and (ii)such Party has not and will not offer, promise or give to, or request or demand
from, the other Party any payment or thing of value which can potentially impact a business
decision of the other Party in the context of this Agreement or the subject matter hereof.
15. APPLICABLE LAW ANDURISDICTION
This Agreement shall in all respects be governed by the laws of the State of New York, including
all matters of construction, validity and performance, without giving effect to principles of
conflicts of laws other than section 5-1401 and 5-1402 of the New York General Obligations law.
Each Party hereto hereby irrevocably agrees, accepts and submits to, for itself and in respect of
any of its property, generally and unconditionally, the exclusive jurisdiction of the courts of the
State of New York in the City and County of New York and of the United States for the Southern
District of New York, in connection with any legal action, suit or proceeding with respect to any
matter relating to or arising out of or in connection with this Agreement or any other operative
agreement and fully waives any objection to the venue of such courts. Furthermore to the fullest
extent permitted by applicable law, each Party hereby waives, and agrees not to assert, by Way of
motion, as a defense, or otherwise, in any such suit action or proceeding any claim that it is not
personally subject to the jurisdiction of the above named courts, that the suit, action or
proceeding is brought in an inconvenient forum, or that the venue of the suit, action or
proceeding is improper. EACH PARTY HERETO HEREBY EXPRESSLY WAVES TO THE FULLY
EXTEN PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A JURY TRAL IN
RESPECT OF ANY LTIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE
INTERNATIONAL SALE OF GOODS
WIL NOT APPY TO ANY TRANSACTIONS RELATED TO THIS AGREEMENT.

16. Costs and Escrow Fees: Seller will select the escrow agent ("Escrow") for the
transaction unless otherwise mutually agreed. Except as otherwise specifically set forth
herein, each Party shall bear its own costs, expenses, and Escrow fees. Seller has no
requirement for the Buyer to use the Escrow for the balance of the Purchase Price. If the
Buyer chooses to use Escrow for this purpose, expenses associated with that are
at the Buyer's responsibility. 17. MISCELLANEOUS 17.1. In this Agreement, unless
otherwise expressly provided, () words importing the plural shall include the singular and
vice versa; (ii) a reference to an Article, Attachment or Exhibit is a reference to an Article,
Attachment or Exhibit to this Agreement; and (iii) the headings in this Agreement are to
be ignored in construing this Agreement. 17.2. If any provision or part of a provision of
this Agreement or any of the Attachments shall be, or be found by any authority or court
of competent jurisdiction to be, illegal, invalid or unenforceable, such illegality, invalidity
or unenforceability shall not affect the other provisions or parts of such provisions of
this Agreement, all of which shall remain in full force and effect.
17.3. Except as otherwise specifically provided to the contrary in this Agreement, any
Party's refrain from exercising any claim or remedy provided for herein shalf not be
deemed a waiver of such claim or remedy,
and shall not relieve the other Party from the performance of such obligation at any
subsequent time or from the performance of any of its other obligations hereunder.
17.4. All Attachments referred to in this Agreement and/or attached hereto are, by such reference
or attachment, incorporated in this Agreement. r 17.5. Buyer and Seller agree that this Agreement,
including all of its Attachments, has been the subject of
discussion and negotiation and is fully understood by the Parties, and that the rights,
obligations and other mutual agreements of the Parties contained in this Agreement are
the result of such complete discussion and
negotiation between the Parties.
17.6. This Agreement may be signed by the Parties hereto in any number of separate counterparts
with the same effect as if the signatures thereto and hereto were upon the same instrument and all
of which when taken together shall constitute one and the same instrument. 17.7. This Agreement
constitutes the entire integrated agreement of the Parties hereto with respect to the subject matter
hereof and supersedes all previous and connected negotiations, representations and agreements
between the Parties. This Agreement may not be altered, amended or supplemented except by a
written instrument executed by the Parties.
ཡང་གནང་།
INTENTIONALLY EFT BLANK - SIGNATURE PAGE FOLLOWS Y.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and
delivered by their proper and duly authorized officers and to be effective as of the day
and year first above written.
Signature.

Name: 6a
Title:
Signature: Name:
Title:
CHARTERXA, S.A

Signature: Name: 2 feat erge 7ܵ‫ܗܧ‬c‫ܠܐ ܫܝܳܫ‬uià< Title. a722&lay so facz

Signature: Name:
Title:
EXHIBIT"A"
DEWERY CONDITIONS

In addition to the other requirements set forth in the Agreement, the Aircraft shall be
delivered in compliance with all of the following conditions:
1. be in an airworthy condition;
2. have a valid FAA Standard Airworthiness Certificate without exception or limitation,
except as stated on
the Type Certificate,
3. have a valid Export C of A to the benefit of Mexico;
be free and clear of alliens and encumbrances,
be delivered with interior refurbishment with the following applications (as agreed between Seller
and Buyer as specified in the images included herein below): new cabin and cockpit leather seats,
new seat design (same as Legacy 650); new cabin and cockpit carpet; cabin Wood refinishing with
a darker appearance; new cabin divan Cover.
6. be delivered with new external paint, as agreed by Seller and Buyer, including new aircraft
registration
marks, as specified in the images included herein bellow,
7. have no major damage history. "Major damage history" means damage that requires a
major repair within the definition of Appendix A or Appendix B of the FARs Part 43 or the
completion of an FAA Form 337;
8. have no corrosion that affects airworthiness,
have been maintained in accordance with the Manufacturer Maintenance Program with no
deferments, including a 96 month inspection;

10. have no equipment, components and/or parts installed which are leased or
loaned or otherwise owned by
a third party,
11. have all systems, engines, parts and installed equipment operating normally and in
accordance with
manufacturers' specifications;
12. have all issued mandatory service bulletins complied with and no deferments.
13. Have all issued applicable airworthiness directives complied with and no deferments,
14. have all logbooks original, current, complete, and continuous,
15. be enrolled, fully paid to date and up to date on EEC and RRCC program,
which shall be transferable to
Buyer,

16. with all other manuals, diagrams, records, spares, loose equipment and
accessories specific to the
Aircraft in Seller's control or possession;
17. have Global Wi-Fi connectivity onboard, 18. With Traffic Collision Avoidance System (TCAS)
single Honeywell TCAS 7.1; 19. with a replaced Auxiliary Power Unit (APU) in accordance with
technical specifications, and
20. with Electronic Flight Bags.
Attachment to Purchase Agreement ACEO.182-16 Page 1 of 1.
EXHIBIT"A"
DEVERY CONDITIONS
New External Paint.
Interior Configuration:
Attachment to Purchase Agreement ACEO182-16 Page 2 of 1
 EXHIBTB' FORM OF WARRANTY BIL OF SALE
KNOW ALL MEN BY THESE PRESENTS, that Perpetual international Holdings, Inc. (hereinafter
"Seller"), in consideration of the sum of ONE DOLLAR ($1.00) and other good and valuable
consideration paid to it by a Company with its principal place of business at (hereinafter "Buyer"),
the receipt of which is hereby acknowledged, hereby sells, grants, transfers and delivers to Buyer,
its successors and assigns, all right, title and interest in and to (i) that certain aircraft bearing
manufacturer's serial number ("Airframe"), and (ii) two (2) engines bearing manufacturer's serial
numbers and respectively ("Engines"), together with all installed components, electronics and
equipment actually delivered to Buyer together with the Airframe and Engines (the "Aircraft'),
pursuant to the Purchase Agreement ACE0182-16 dated 201 between Seller and Buyer, THAT
Seller hereby represents and warrants to Buyer, its successors and assigns: that Seller
immediately prior to the delivery of this Warranty Bill of Sale had good and marketable legal and
beneficial title to the Aircraft and the good and lawful right to sell the same, thatgood and
marketable legal and beneficial title to the Aircraft is hereby duly conveyed to Buyer free and clear
of all claims, liens, encumbrances, security interests and rights of others of any nature, and Seller
hereby covenants and agrees to defend such title forever against all claims and demands
whatsoever for events, acts or circumstances occurring prior to the delivery of this Warranty Bill
of Sale. This Warranty Bill of Sale is governed by and construed in accordance with the laws of
the State of New York.
IN WITNESS WHEREOF, Perpetual International Holdings, Inc. has caused this Warranty
Bill of Sale to be signed by its duly authorized officer this day of , 201
Perpetual international Holdings, Inc.
By:
Name:
Title:
By:
Name:
Title:
Attachment to Purchase Agreement ACEO182-16 Page 1 of 4
 EXHIBITεεΟ’’ FORM OF ACCEPTANCE CERTIFICATE
This Aircraft Acceptance Certificate is given pursuant to that certain Purchase Agreement
ACEO182-16 by and between Perpetual International Holdings, Inc. ("Seller") and ("Buyer"), dated
, 201 (the "Agreement"). Capitalized terms used but not defined herein shall have the meanings
given them in the Agreement.
As of , 201 at .m., EDT, Buyer hereby accepts delivery at
United States of America, of the Aircraft described below:

That Certain aircraft, serial number ("Airframe"), and two (2) Engines node
engines bearing manufacturer's serial numbers and respectively ("Engines"),
together with all other items delivered with the Airframe and Engines (all of which
shall be hereinafter referred to collectively as the "Aircraft").
Aircraft Total Time: Aircraft Total Landings:
Engine #1 Total Hours: Engine #2 Total Hours:
BUYER ACKNOWLEDGES AND CONFIRMS THAT THE AIRCRAFT IS FULLY SATISFACTORY TO
BUYER AND IN COMPLIANCE WITH THE AGREEMENT. EXECUTION AND DELIVERY OF THIS
ACCEPTANCE CERTIFICATE BY BUYER SHALL BE CONCLUSIVE EVIDENCE FOR ALL
PURPOSES THAT THE AIRCRAFT RELATED THERETO, AS DELIVERED, IS FULLY
SATISFACTORY TO BUYER
AND IN ACCORDANCE WITH THE AGREEMENT.

The Aircraft is accepted on the terms and subject to the Agreement this day of 201.
CHARTERXA, S.A. de C.V.
Ν By: ‫ܠܚܛܝܐ‬
༄།།

Name: aft -bee

ite: 2/72,2 rey 71 - 2c

Attachment to Purchase Agreement ACEO182-16 Page 2 of 4
 EXHEIT D’ FAMELARIZATION TRAINING
1.1. Familiarization Training:
1.1.1. Seller shall arrange to the Aircraft manufacturer to provide designated training providers
("TP"), training for: 1 (one) mechanic, aiming at familiarization with Aircraft systems and/or
structures for line and base maintenance, by means of either (a) airframe & power plant course or
(b) electrics &avionics course, at the option of Buyer, all such training to be provided in
accordance with ANAC, EASA or FAA, as the case may be, and in conformity with the syllabi of
the training program developed by the manufacturer and/or TP (the "Familiarization Program").
1.1.2. Seller will provide or have provided by Seller's designated training providers ("TP"), training
for 2 (two) Buyer's pilots aiming at type rating certification, including a ground school course, web
based training and simulator sessions in a level D full flight simulator, to be provided in
accordance with ANAC, EASA or FAA regulations, as the case may be, and in conformity with the
syllabi of the training program to be developed by Seller and/or TP (the "Familiarization
Program").
1.1.3. The 2 (two) pilots designated by Buyer to participate in the Familiarization Program
("Trainees") shall (i) be duly qualified and/or authorized by the relevant Airworthiness
Authority in the country of Buyer's operation at least as a private pilot with multi-engine
aircraft and instrument flight ratings; have a certificate of completion of an approved
HPA (high performance airplane) course OR have passed the ATPL theoretical
knowledge examination (when requested by the relevant Airworthiness Authority in the
country of Buyers operation), and have a signed logbook showing at least a total of
hours PIC time and 200 hours total time: (i) meet the minimum requirements described in
the syllabi; (iii) hold ICAO language proficiency level 4 in English; (iv) be cleared for and
approved for export control purposes, upon having been screened, against the U.S. and
other government list of restricted or prohibited persons, including, but not limited to:
U.S. Office of Foreign Assets Control list of Specially Designated Nationals and Blocked
Persons, U.S. Bureau of industry and Security ("BS") Entity List, BIS List of Denied
Persons, BIS Unverified List, U.S. Directorate of Defense
Trade Controls list of Debarred Parties. 1.1.4. The Familiarization Program shall be provided at the
designated training center as Seller and/or TP may reasonably determine. 1.1.5. The
Familiarization Program shall commence and end prior to the Scheduled Delivery of the relevant
Aircraft, provided that booking and reservation thereof is subject to: (i) Seller's or TP's
availability; and (ii) fulfilment of the following conditions precedent: 1.1.5.1. commencent of the
Familiarization Program shall occur no earlier than 90 (ninety) days prior to the delivery of the
relevant Aircraft, and shall be concluded by the twelfth (12th) month following delivery of the
respective Aircraft; Buyer shall be deemed to have fully waived its right to such training, no
refund or compensation being due by Seller to Buyer in Such case,
1.1.5.2. request of training by Buyer must have been delivered in writing to Seller no less
than 120 (one hundred twenty) days before Buyer's intended training commencement,
and
1.1.5.3. delivery, by Buyer, of written notice to Seller informing Trainees' full name,
nationality(ies) and
professional identification data no less than 45 (forty-five) days before Buyer's intended
training commencement, no Trainees' substitution permitted. 1.1.6. Buyer may request
reschedule or cancellation of a Confirmed Training by delivering written notice thereof to
Seller at least 45 (forty-five) days prior to the date of training commencement.
Rescheduling shall be subject to provisions of Article 5.22.2, above. 1.1.7. Buyer shall be
responsible for:
1.1.7.1. travel, board and lodging expenses of Buyer's Trainees; 1.1.7.2. Costs and
expenses related to activities pertinent to the Familiarization Program carried out of the
location designated by Seller or TP, including without limitation, Seller's or TP's
personnel non-productive 2
days, round trip air fare tickets, local transportation (including necessary insurance
coverage), hotel accommodations (three stars minimum, breakfast included), and a per
diem rate;
Attachment to Purchase Agreement ACE0182-16 Page 3 of 4
1.1.7.3. compensation accruing against Seller due to rescheduling or cancellation of a Confirmed
Training in non-compliance with Article 5;
1.1.74. preparation and submission of the relevant training program to the Airworthiness
Authority, and obtaining of such approval;
1.1.7.5, costs and expenses related to support from Seller or TP related to () customization and/or
modification of the Familiarization Program and (ii) development of Buyer's own training program
due to Airworthiness Authority's or Buyer's request; and
1.1.7.6. the familiarization of Seller's or TP's instructors with Buyer's training program as
may be customized by Buyer.
1.1.8. Trainees shalt be allowed exclusively to those areas permitted by Seller and/or TP and
Buyer agrees to hold Seller harmless from and against all and any kind of liability in respect of
such Trainees acts, omissions or behavior.
1.19. NEITHER SELLERNOR ITSTP WILL BE RESPONSEBLE FOR THE COMPETENCY OF
TRAINEES WHO MAY RECEIVE TRAINING PURSUANT TO THE FAM LEARIZATION PROGRAM OR
FOR THE OPERATION OR SERVICING OF ANY AIRCRAFT BY TRAINEES AFTER COMPLETION
OF SUCH FAMILIARIZATION PROGRAM. SELLER AND/OR TP GIVE NO WARRANTY THAT ANY
PERSON RECEIVING TRAINING PURSUANT TO THE FAMILIARIZATION PROGRAM WILL
ACHIEVE THE NECESSARY PROFICIENCY TO QUALIFY FOR ANY LICENSE, CERTIFICATE OR
RATING ISSUED BY ANY REGULATORY AGENCY OR GOVERNMENT AUTHORITY. SELLER
AND/OR TP SHALL NOT BE RESPONSIBLE FOR ANY MINIMUM LEVEL OF ASSMLATION OF
INFORMATION PASSED ON TO TRAINEES DURING THE FAMLARIZATION PROGRAM.
Attachment to Purchase Agreement ACEO182-16 Page 4 of 4 (