Exhibit 10.1

AIRFRAME LEASE AGREEMENT

Dated as of August 15, 2025 between

TVPX AIRCRAFT SOLUTIONS INC.,

not in its individual capacity but solely as Owner Trustee, as Lessor

and

GLOBAL CROSSING AIRLINES, INC.,

as Lessee

in respect of

Airframe: AIRBUS A320-200ceo Manufacturer’s Serial No: 2840 Registration Mark N521SH

This Agreement has been executed in multiple counterparts. The counterpart to be deemed the Original Counterpart contains a receipt therefor executed by the Lessor on its signature page. To the extent that this Agreement constitutes chattel paper (as such term is defined in the Uniform Commercial Code as in effect in any applicable jurisdiction), a security interest in this Agreement may be created only by the transfer of possession of that Original Counterpart.

Table of Contents

PAGE

ARTICLE 1 INTERPRETATION 11

ARTICLE 2 REPRESENTATIONS AND WARRANTIES 25

ARTICLE 3 CONDITIONS PRECEDENT 29

ARTICLE 4 DELIVERY INSPECTION AND ACCEPTANCE 33

ARTICLE 5 LEASE COMMENCEMENT 35

ARTICLE 6 PAYMENTS 37

ARTICLE 7 MANUFACTURER’S WARRANTIES 43

ARTICLE 8 LESSOR COVENANTS 44

ARTICLE 9 LESSEE’S COVENANTS 44

ARTICLE 10 INSURANCE 59

ARTICLE 11 INDEMNITY 62

ARTICLE 12 EVENTS OF LOSS 64

ARTICLE 13 RETURN OF AIRFRAME 65

ARTICLE 14 DEFAULT AND EARLY TERMINATION 70

ARTICLE 15 ASSIGNMENT 75

ARTICLE 16 MISCELLANEOUS 76

ARTICLE 17 DISCLAIMERS AND WAIVERS 81

Annex I Form of Monthly Disclosure Report Schedule 1 Airframe Description

Schedule 2 Form of Certificate of Acceptance Schedule 3 Commercial Terms

Schedule 4 Insurance Requirements Schedule 5 Return Conditions

Schedule 6 Form of Redelivery Certificate

THIS AIRFRAME LEASE AGREEMENT (this “Agreement” or this “Lease”) is made as of this 15th day of August, 2025 between TVPX AIRCRAFT SOLUTIONS INC., not in its individual capacity but solely as Owner Trustee under the Trust Agreement, a corporation incorporated under the laws of the State of Utah, U.S.A., having its principal place of business at

▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S.A. (“Lessor”), and GLOBAL CROSSING AIRLINES, INC., a corporation incorporated under the laws of the State of Delaware, U.S.A., having its principal place of business at Building 5A, 4th Floor, Miami International Airport, ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S.A. (“Lessee”).

WHEREAS: Lessor wishes to lease to ▇▇▇▇▇▇ and ▇▇▇▇▇▇ is willing to lease from Lessor the Airframe on the terms of this Agreement.

IT IS AGREED as follows:

ARTICLE 1 INTERPRETATION

In this Agreement the following expressions have the respective meanings set forth below: “Affiliate” means, in relation to any Person, a Subsidiary of that Person or a Holding

Company of that Person or any other Subsidiary of that Holding Company.

“Agent” means, if applicable, the “facility agent or security trustee” under the Credit Agreement (if any), or any other Financing Party which Lessor notifies Lessee from time to time shall constitute the “Agent” for all purposes of this Agreement.

“Agreed Maintenance Performer” means such maintenance facility (including Lessee) approved by the FAA pursuant to FAA Part 145 (which may include a dual rated EASA approved facility) for the accomplishment of the maintenance, testing, inspection, repair, overhaul or modification that is intended to be accomplished with respect to the Airframe.

“Agreed Value” has the value assigned to such term as specified in Schedule 3 (Commercial Terms) attached hereto.

"Agreement” has the meaning specified in the Recitals.

“Air Authority” means the FAA and/or any Government Entity that, under the laws of the State of Registration, from time to time (i) have control or supervision of civil aviation or (ii) have jurisdiction over the registration, airworthiness or operation the Airframe.

“Air Operator Certificate” or “AOC” means an air carrier’s operating certificate issued by the FAA.

“Airframe” means the Airframe described in Schedule 1 (Airframe Description), which term includes where the context permits, a separate reference to all Parts, and Airframe Documents, and which term excludes any Engines or APU from time to time installed on the Airframe.

“Airframe Documents” means the documents, data, manuals and records identified in Schedule 1 (Airframe Description) and all additions, renewals, revisions and replacements from time to time made in accordance with this Agreement.

“Airframe Manufacturer” means Airbus S.A.S.

“Airworthiness Directives” or “ADs” means all airworthiness directives and other legally mandatory instructions issued by the FAA and/or EASA applicable to the Airframe or any Part.

“AMM” means the latest version of the Airframe maintenance manual applicable to the Airframe.

“Anticipated Delivery Date” means August 15, 2025.

“Approved Maintenance Program” means Lessee’s Airframe maintenance program approved by the Air Authority and meeting the requirements of the MPD.

“APU” means any auxiliary power unit that may be installed on the Airframe during the

Term.

“Bankruptcy Code” means the United States Bankruptcy Code, 11 United States Code

§§101 et seq. in effect as of any date of determination.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for business in New York, New York and Fort Lauderdale, Florida, U.S.A.

“C-Check” means a maintenance check on the Airframe under the Approved Maintenance Program designated as a “C” check (or the equivalent check if not so designated) and consisting of full and complete zonal, systems and structural check including the corresponding lower checks (“A” or equivalent) and any other maintenance and inspections tasks that are a part of such checks, all in accordance with the Approved Maintenance Program, or if the Approved Maintenance Program changes and no longer refers to a full and complete zonal, systems and structural block “C” check, then a check consisting of those items of maintenance characterized by the MPD and best industry practice as a “C” check (or its equivalent) and that shall clear the Airframe for 24 months, 7500 hours and 5,000 cycles of operation.

“Cape Town Agreements” means the Cape Town Convention as supplemented by the Cape Town Aircraft Protocol (in each case, utilizing the English-language version thereof).

“Cape Town Aircraft Protocol” means The Protocol to the Convention on International Interests in Mobile Equipment, concluded in Cape Town, South Africa, on November 16, 2001 (utilizing the English-language version thereof).

“Cape Town Convention” means the Convention on International Interests in Mobile

Equipment which was adopted on November 16, 2001 at a diplomatic conference held in Cape Town, South Africa (as amended, supplemented or modified from time to time) and shall mean when referring to such Convention with respect to the Contracting State, such Convention, as is in effect in such Contracting State unless otherwise indicated.

“Certificate of Acceptance” means a Certificate of Acceptance in the form of Schedule 2 (Form of Certificate of Acceptance) hereto.

“Certificated Air Carrier” means a holder of an air carrier operating certificate issued by the Air Authority for aircraft capable of carrying ten or more individuals or 6,000 pounds of cargo.

“Certificate of Airworthiness” or “CoA” means a certificate of airworthiness issued by the FAA or the relevant Air Authority, as applicable.

“Claim” has the meaning specified in Section 11.1 (Indemnity; General). “Closing” has the meaning specified in Section 6.3 (Purchase Obligation). “Closing Date” has the meaning specified in Section 6.3 (Purchase Obligation).

“Contractual Currency” has the meaning specified in Section 16.5 (Currency Indemnity).

“Contracting State” means a country that has ratified, accepted, approved or acceded to the CTC in accordance with its terms and with respect to which no denunciation in accordance with the terms of the CTC has taken effect.

“CTC” means the Cape Town Convention and the Cape Town Airframe Protocol together and shall mean when referring to the CTC with respect to such Contracting State, the CTC, as is in effect in such Contracting State unless otherwise indicated.

“Credit Agreement” means any loan agreement, as identified in writing by ▇▇▇▇▇▇, entered into or to be entered into between Lessor, as borrower, the facility agent, security trustee (if any) and the lenders party thereto, together with any other credit agreement to be entered into by Lessor and the applicable Financing Parties in connection with the financing of the Airframe.

“Cycle” means one take-off and landing of the Airframe.

“Damage Notification Threshold” has the meaning specified in Schedule 3 (Commercial Terms).

“Default” means any Event of Default and any event which with the giving of notice, lapse of time, determination of materiality or fulfillment of other condition would constitute an Event of Default.

“Default Interest” shall have the meaning specified in Section 6.10 (Default Interest). “Deferred Pre-Delivery Modifications” means the installation of the ADSB out and the

data link activation and as more particularly set forth in Schedule 1 (Airframe Description), to be performed following Delivery of the Airframe pursuant to Section 4.7 (Deferred Pre-Delivery Modifications).

“Delivery” has the meaning specified in Section 5.3 (Delivery).

"Delivery Deposit” has the meaning specified in Section 6.12(a) (Security Deposit) in the amount set forth in Schedule 3 (Commercial Terms).

"Delivery Inspection” has the meaning specified in Section 4.3(b) (Technical Acceptance and Delivery Inspection).

“Delivery Inspection Deadline” has the meaning specified in Section 4.3(b) (Technical Acceptance and Delivery Inspection).

“Delivery Location” means the facilities of eCube in Coolidge, Arizona, U.S.A. “Deregistration Power of Attorney” or “DPOA” means a deregistration power of

attorney relating to the Airframe and issued by ▇▇▇▇▇▇ in favor of ▇▇▇▇▇▇ and/or the Financing

Parties (if applicable) in form and delivered in such manner as Lessor and any Financing Party may request (and, if applicable, notarized, legalized, apostilled and/or translated for use in the State of Registration, in each case at Lessee’s cost), empowering Lessor or any Financing Party (as the case may be):

“EASA” means the European Aviation Safety Agency, an agency of the European Union, or any successor agency thereto.

“Engine” means any aircraft engine that may be installed on the Airframe during the Term.

“Event of Default” means an event specified in Section 14.1 (Events). “Event of Loss” means with respect to the Airframe:

“Expiry Date” means the Scheduled Expiry Date (as such date may be extended by way of Section 4.7 (Deferred Pre-Delivery Modifications) or to comply with the requirements of Article 13 (Return of Airframe)) or, if earlier, the date on which:

“FAA” means the Federal Aviation Administration of the U.S. Department of Transportation or any successor thereto under the Laws of the U.S. Where it is stated in this Lease that a repair station or a repair, overhaul or maintenance facility will be an "FAA approved" station or facility, such station or facility must be approved by the FAA to perform maintenance and repair work on the Airframe.

“FAA Counsel” means McAfee & ▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, Esq., Oklahoma City, Oklahoma.

“Final Delivery Date” means September 1, 2025, unless otherwise agreed in writing between Lessor and ▇▇▇▇▇▇.

“Final Inspection” has the meaning specified in Section 13.2 (Final Inspection). “Financing Parties” means such financial institution(s), noteholders and/or other

providers of finance or funds, or any trustee(s) acting on behalf of such Persons as identified by Lessor from time to time in writing to Lessee, from whom funds for the acquisition or continued ownership of the Airframe by Owner is to be, or is for the time being obtained and/or in whose favor or for whose benefit security over, or rights relating to, the Airframe and/or this Agreement is granted by Lessor or at its request. Until notified otherwise by Lessor to Lessee, the Financing Parties shall include the Agent and each lender under the Credit Agreement, if any.

“Flight Hour” means each hour or part thereof (rounded to two decimal places) elapsing from the moment the wheels of the Airframe leave the ground on take-off until the wheels of the Airframe next touch the ground.

“GAAP” means generally accepted accounting principles then used in the State of Incorporation.

“Governing Law” means the laws of the State of New York with respect to agreement made and to be entirely performed in such State by residents thereof.

“Government Entity” means:

“Habitual Base” means the continental United States of America, or other location affiliated with the short or long term charter or ACMI operations of Lessee, or subject to the prior written consent of Lessor, any other state, province or country in which the Airframe is from time to time habitually based within the geographical limits imposed by the Insurances.

“Holding Company” means, in relation to a Person, any other Person in respect of which it is a Subsidiary.

“Illegality Event” means:

in each case as a result of an event which is not caused by and is beyond the control of the Lessee.

“Illegality Termination Date” has the meaning specified in Section 14.5(b) (Termination Upon Illegality).

“Indemnitees” or “Indemnitee” means each of Lessor, Owner, Owner Trustee, Owner Participant, Servicer, the Agent, the Financing Parties, AvCap Managers, LLC (as Holding Company), AvCap Asset Trading, LLC (as prior owner participant), Gryphon Aviation Leasing, LLC (as Affiliate), Avolon Leasing Ireland 3 Limited (as prior owner), Avolon Aerospace Leasing Limited (as prior servicer), including, all of their respective successors and assigns; direct and indirect members, managers, partners, or shareholders, subsidiaries, Holding Company, Subsidiaries, Affiliates, contractors, subcontractors, representatives, controlling persons, directors, officers, servants, agents, employees and transferees.

“Indemnitee Taxes”, in respect of any Tax Indemnitee, means any Taxes:

following an Event of Loss with respect to the Airframe pursuant to the terms hereof, and

"Initial Deposit” has the meaning specified in Section 6.12(a) (Security Deposit) in the amount set forth in Schedule 3 (Commercial Terms).

"Initial Inspection” has the meaning specified in Section 4.3(a) (Technical Acceptance and Delivery Inspection).

“Initial Technical Acceptance Certificate” has the meaning specified in Section 4.3(a) (Technical Acceptance and Delivery Inspection).

“Insurances” has the meaning specified in Section 10.1 (Insurances). “International Interest” is defined in the Cape Town Convention.

“International Registry” means the international registration facilities established for the purposes of the CTC by Aviareto in Dublin, Ireland.

“Landing Gear” means the nose landing gear assembly, right main landing gear assembly, left main gear assembly of the Airframe as detailed in Schedule 1 (Airframe Description).

“Law” means any statute, decree, constitution regulation, order or any directive of any Government Entity, (b) treaty, pact, compact or other agreement to which any Government Entity is a signatory or part, (c) judicial or administrative interpretation or application of any of the foregoing or (d) any binding judicial precedent having the force of law.

"Lease” has the meaning specified in the Recitals.

“Lease Commencement Date” means the date on which the Delivery of the Airframe is confirmed in the Certificate of Acceptance.

“Lease Termination Certificate” means a lease termination certificate in form acceptable for filing with the FAA.

"Lessee” has the meaning specified in the Recitals.

“Lessee’s Account” means the bank account of Lessee set forth on Schedule 3 (Commercial Terms) as “Lessee’s Account”.

"Lessor” has the meaning specified in the Recitals

“Lessor Lien” means:

“Lien” means, with respect to any asset, any mortgage, deed of trust, lien, pledge, hypothecation, right of set-off, encumbrance, charge or security interest in, on or of such asset or other arrangement having the effect of creating a lien other than a Permitted Lien.

“Losses” means any costs, expenses, payments, charges, demands, liabilities, claims, actions, proceedings, penalties, fines, damages, judgments, orders or other sanctions.

“LLP” means a life limited part.

“Major Check” means a 6Y or 12Y C-Check or equivalent maintenance check as set out in the Approved Maintenance Program.

“Major Repair” means any “Major Repair” as such term is commonly used by the FAA and/or EASA and/or the Air Authority.

“Manufacturer” means with respect to the Airframe or any Part of the Airframe, the Airframe Manufacturer or manufacturer of such Part, respectively.

“Material Default” means a Default under any of Sections 14.1(a), 14.1(f), 14.1(g), 14.1(h), 14.1(i), 14.1(j), 14.1(k), 14.1(n), 14.1(o) and/or 14.1(r).

“Maximum Deductible” has the meaning specified in Schedule 3 (Commercial Terms) attached hereto.

“Minimum Liability Coverage” has the meaning specified in Schedule 3 (Commercial Terms).

“MPD” means the latest version of the maintenance planning document in respect of the

Airframe published by the Airframe manufacturer.

“Modification" means any modification, alteration or addition to or removal from the Airframe, regardless of cost.

“Modification Threshold Amount” has the meaning specified in Schedule 3 (Commercial Terms).

“Monthly Disclosure Report” means the monthly report to be provided by Lessee to Lessor in the form attached as Annex I (Form of Monthly Disclosure Report).

“Mortgage” means any mortgage or similar agreement which Lessor or Owner notifies Lessee from time to time shall constitute the “Mortgage” for all purposes of this Agreement.

“OFAC” means the United States Office of Foreign Assets Control.

“Other Agreement” means an agreement, other than the Lease or any related Transaction Document, between or among (a) Lessor and Lessee; (b) Lessee and Lessor's Affiliates; and (c) Lessee's Affiliates and Lessor; (all of the foregoing collectively referred to as “Other Agreements” or each individually as an “Other Agreement”).

“Other Aircraft” means any aircraft, airframe, engines, auxiliary power units or other equipment subject to an Other Agreement.

“Owner” means Lessor or such other Person as Lessor may notify Lessee in writing as being the owner of the Airframe.

“Owner Participant” means AvCap 2840, LLC or such other Person as Lessor may notify Lessee in writing as being the owner participant under the Trust Agreement.

“Owner Trustee” means TVPX Aircraft Solutions Inc., as owner trustee under the Trust Agreement.

“Part” means whether or not installed on the Airframe:

but excludes any such items title to which has, or should have, passed to Lessee pursuant to this Agreement.

“Permitted Lien” means:

but only if (in the case of (c) and (d) above) (i) adequate resources are available to Lessee for the payment of the Taxes or obligations; and (ii) such proceedings, or the continued existence of the lien, do not give rise to any risk of the sale, forfeiture or other loss of the Airframe or any interest therein or of criminal liability on Lessor, Owner, the Agent or any Financing Party.

“Person” means any individual, firm, partnership, joint venture, trust, corporation, company, Government Entity, association, committee, department, authority or any other entity, incorporated or unincorporated, whether having distinct legal personality or not, or any member of the same and "person" and "persons" shall be construed accordingly.

“PMA Part” means a replacement part, component or furnishing which has not been manufactured by the manufacturer of the Part it replaces.

"Pre-Delivery Modifications” has the meaning specified in Section 4.3(a) (Technical Acceptance and Delivery Inspection).

“Prohibited Country” means any country to or in which the operation of an Airframe is not permitted under (a) any United Nations sanctions, (b) the U.K. Export of Goods Control Order 1994, (c) the United States Export Administration Act 1979 (as amended) and/or the Export Administration Regulations promulgated thereunder, (d) regulations administered from time to time by the Office of Foreign Assets Control of the United States Treasury Department, and (e) any similar, corresponding or successor legislation, sanctions or orders of the United Kingdom, the United States, the European Union or the United Nations.

"Purchase Agreement” has the meaning specified in Section 6.3 (Purchase Obligation). “Purchase Price” has the meaning specified in Section 6.3 (Purchase Obligation). “Redelivery Certificate” means the redelivery certificate in the form attached as Schedule

“Redelivery Location” means the Delivery Location, or such other location in the continental United States of America as may be specified by Lessor.

"Reinsurances” has the meaning specified in Section 10.1(b) (Insurances). “Rent” means all amounts payable pursuant to Section 6.2 (Rent).

“Rent Date” means the first day of each Rental Period.

“Rental Period” means each period determined in accordance with Section 6.1 (Rental Periods).

“Security Agreement” shall mean any security agreement or assignment, charge, pledge, guaranty, or other document or agreement other than the Mortgage creating a Lien over the Airframe or this Agreement, or any other Transaction Documents in favor of any Financing Party, as identified in writing by Lessor or Owner, and any acknowledgments or consents to any of the foregoing.

"Sanctions” shall mean any and all laws, judgments, orders, executive orders, decrees, ordinances, rules, regulations, statutes, restrictive measures (including, for the avoidance of doubt, any Sanctions or measures relating to a particular embargo or asset freezing), case law or treaties relating to economic or trade sanctions or terrorism financing and applicable to any Lessee, Lessor, or any of their Affiliates or any of the Financing Parties or any of their Affiliates, including any sanctions administered, imposed or enforced by the U.S. government (including, without limitation, OFAC and the U.S. Department of State), His Majesty’s Treasury of the United Kingdom, the Government of Ireland, the European Union, the United Nations Security Council and any other Governmental Authority.

“Scheduled Expiry Date” means the date following thirty-six (36) months after the Lease Commencement Date.

“Security Deposit” has the meaning specified in Section 6.12(c) (Security Deposit).

“Serviceable” means as the context requires, tagged as serviceable for installation with an FAA 8130-1 or EASA Form One Dual Release and in a condition suitable for installation and

use in commercial operations under the Air Authority and FAA/EASA regulations; and capable of immediate commercial operations under the Air Authority and FAA/EASA regulations.

“Servicer” means such Person identified as the servicer by ▇▇▇▇▇▇.

“State of Incorporation” means the State of Delaware, United States of America.

“State of Registration” means (i) the United States for the Term of this Lease Agreement; and (ii) for purposes of the CTC, in respect of an Airframe, the country on the national register of which an Airframe is entered or the country of location of the common mark registering authority maintaining the Airframe register on which the Airframe is registered.

“Subsidiary” means in relation to any company or entity, any other company or entity, a company or corporation:

and for this purpose, an entity, company or corporation shall be treated as being under the control of another if that other entity, company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

“Supplemental Rent” means all payments under this Agreement (other than payments of

Rent).

“Tax Indemnitees” or “Tax Indemnitee” means each of Lessor, Owner, Owner Trustee,

Owner Participant, Servicer, and the Financing Parties, AvCap Managers, LLC (as Holding Company), AvCap Asset Trading, LLC (as prior owner participant), Gryphon Aviation Leasing, LLC (as Affiliate), including, all of their respective successors and assigns; direct and indirect members, managers, partners, or shareholders, subsidiaries, Holding Company, Subsidiaries, Affiliates, contractors, subcontractors, representatives, controlling persons, directors, officers, servants, agents, employees and transferees.

“Taxes” means taxes, duties, imposts, charges, withholdings, fees and the like of all kinds and any other amount corresponding to any of the foregoing imposed by any Government Entity, together with any penalties, fines, additions to tax, surcharges or interest thereon.

"Technical Acceptance Certificate" shall mean the certificate in the form set forth on Schedule 7 (Form of Technical Acceptance Certificate), dated on or about the date hereof, executed and delivered by Lessee confirming its acceptance of the technical condition of the Airframe.

“Term” means the period commencing on the Lease Commencement Date and ending at the time set forth on the Redelivery Certificate on the Expiry Date.

“Termination Amount” has the meaning specified in Section 14.5(c) (Termination Upon Illegality).

“Transaction Documents” means this Agreement, the Initial Technical Acceptance Certificate, the Technical Acceptance Certificate, the Certificate of Acceptance, the Lease

Termination, the Deregistration Power of Attorney; together with each other document, instrument and certificate executed in connection with the Agreement by the “parties.

“Trust Agreement” means that certain Trust Agreement dated as of November 21, 2024 between AvCap Asset Trading, LLC, as trustor, and Owner Trustee, as assigned and assumed by the Owner Participant, and as may be further assigned, assumed, amended or otherwise modified from time to time.

"U.S. Trade Control Laws” has the meaning specified in Section 2.1(p) (Lessee’s Representations and Warranties).

“UCC” means the Uniform Commercial Code as in effect in any applicable jurisdiction. “United States” means the United States of America and its territories and possessions. “US$” means the lawful currency of the United States.

“VAT” has the meaning specified in Section 6.7 (Value Added Tax).

ARTICLE 2 REPRESENTATIONS AND WARRANTIES

authorize Lessee to engage in air transport and to carry on its business as presently conducted and to be conducted with the Airframe.

1977, as amended; and (C) any other law of similar effect or that relates to U.S. trade controls or anti-corruption, (collectively, and as amended from time to time, “U.S. Trade Control Laws”).

or indirectly in any form, any commission, percentage, contingent fee, brokerage or other similar payments of any kind, in connection with the establishment or operation of the transaction entered into pursuant to the execution of this Agreement, to any Person or entity.

in Section 40102(a)(15) of 49 U.S.C. subtitle VII, as amended).

ARTICLE 3 CONDITIONS PRECEDENT

regarding the registration of the Airframe in the State of Registration, and FAA and Cape Town filings to be issued on the Delivery Date;

executed by ▇▇▇▇▇▇, for use following the occurrence and continuation of an Event of Default or upon the cancellation, termination, or expiration of this Agreement;

3.3 Lessee Conditions Precedent. Lessee’s obligation to accept delivery of the Airframe under this Agreement is subject to the following conditions precedent:

ARTICLE 4

DELIVERY INSPECTION AND ACCEPTANCE

4.7 (Deferred Pre-Delivery Modifications). To the extent that at Delivery there are non-substantial or minor cosmetic deviations from the condition set forth in Schedule 1 (Airframe Description) which do not affect the airworthiness of the Airframe, Lessee will nonetheless accept the Airframe and Lessee and Lessor will adjust the return conditions of the Airframe set forth in Schedule 5 (Return Conditions) accordingly.

understood that the physical condition of the Airframe has already been technically accepted by Lessee pursuant to the Initial Technical Acceptance Certificate and verification that the Airframe is in materially the same condition as during the Initial Inspection). On or prior to the Delivery Inspection Deadline, Lessee shall either notify Lessor that it has confirmed its technical acceptance of the Airframe or shall specify in writing the discrepancies that differ from the Delivery Condition, taking into account the Deferred Pre-Delivery Modifications. If Lessee has confirmed its irrevocable and unconditional technical acceptance of the Airframe, it shall proceed to execute and deliver to Lessor the Technical Acceptance Certificate and proceed to Delivery. If ▇▇▇▇▇▇ has specified in writing any discrepancies that differ from the Delivery Condition other than the Deferred Pre-Delivery Modifications as set forth in Section 4.7 (Deferred Pre-Delivery Modifications), then Lessor shall have a reasonable opportunity to rectify such discrepancies to Lessee’s reasonable satisfaction, whereupon the Lessee shall execute and deliver to Lessor the Technical Acceptance Certificate.

Date. The materials for the Deferred Pre-Delivery Modifications will be provided by Lessor and

installed onto the Airframe at its cost and expense (itemized as a separate and specific expense from the total cost of the C-check maintenance). Lessor shall grant to Lessee a Rent holiday for the number of days required for Lessee, acting reasonably, to install and complete the Deferred Pre-Delivery Modifications. Such amount of days of Rent holiday will be added to the Term of the Lease by way of extension of the Expiry Date.

ARTICLE 5

LEASE COMMENCEMENT

(i) through (vi) above against or with respect to such Rent or such payments, it will pay all such Rent and other payments regardless of any such occurrence(s), and this Agreement and Lessee’s

payment and other obligations hereunder are non-cancelable and non-terminable by ▇▇▇▇▇▇, except as expressly otherwise set forth herein.

ARTICLE 6 PAYMENTS

6.3 Purchase Obligation. Upon the expiration of the Term of the Lease, on the Scheduled Expiry Date the Lessee shall be obligated to purchase the Airframe and Lessor shall sell the

Airframe to Lessee (the closing of such sale and purchase for the Airframe, the “Closing”, and the date on which such Closing actually occurs, the “Closing Date”). Prior to the Closing Date, Lessor (as seller) and Lessee (as buyer) shall enter into a definitive airframe purchase agreement (the “Purchase Agreement”) in respect of the Closing of the sale of the Airframe. The Purchase Agreement shall provide for terms and conditions standard in the commercial aviation industry which shall include, but not be limited to, customary conditions precedent (bill of sale, acceptance certificate, clearance of liens, termination of Lease Agreement, release of International Registry interests, FAA filings), representations and warranties, tail liability insurance, general indemnification, tax indemnification, compliance and sanctions, and such other matters as mutually agreed between Lessor and Lessee. The amount payable as consideration for the purchase of the Airframe (the “Purchase Price”) shall be determined in accordance with the metrics set forth in Schedule 3 (Commercial Terms) to this Agreement. Closing shall occur at a location along Lessee’s operational routes to be mutually agreed between Lessor and Lessee in order to minimize any taxes applicable upon the Closing or the Airframe. The condition of the Airframe at Closing shall be “as-is, where-is, with all faults”, without representation or warranty of any kind, express or implied, given by Lessor other than as to title.

6.4 Payments. Unless otherwise provided herein, all payments by Lessee to Lessor under this Agreement will be made for value on the due date in Dollars and in immediately available funds by wire transfer to the Lessor’s Account or to such other account as Lessor may from time to time advise Lessee with at least five (5) Business Days prior written notice.

6.5 Gross-up.

6.6 Taxation. Lessee will on demand pay and indemnify each Tax Indemnitee against all Taxes (other than Indemnitee Taxes) levied or imposed against or upon such Tax Indemnitee, the Airframe, the Rent, this Lease, or the transactions contemplated herein and directly or indirectly relating to or attributable to Lessee, this Agreement, or the importation, exportation, registration, ownership, leasing, subleasing, purchase, delivery, possession, use, operation, repair, maintenance, overhaul, transportation, landing, storage, presence, mortgaging or redelivery of the Airframe or any part thereof or any rent, receipts, insurance

proceeds, income or other amounts arising therefrom or payable hereunder or otherwise arising in connection with the transactions contemplated by this Agreement.

6.7 Value Added Tax.

6.8 Information and Filing.

(a) If a Tax Indemnitee is required by any applicable law, or by any third party, to deliver any report or return in connection with any Taxes for which Lessee is obligated

to indemnify such Indemnitee, Lessee will, at its own expense, promptly advise Lessor and the Indemnitee of such requirement and (a) to the extent permitted or required by law, complete and file in its own name such report or return in a manner satisfactory to Lessor and the Tax Indemnitee and in particular will state therein that Lessee is exclusively responsible for the use and operation of the Airframe and for any Taxes (other than Indemnitee Taxes) arising therefrom, and Lessee will, on request supply a copy of the report or return to Lessor, (b) where such report or return is required to be in the name of or filed by such Tax Indemnitee or the Tax Indemnitee otherwise requests that such report or return be filed in its name, prepare and furnish such report or return for filing by such Tax Indemnitee in such manner as shall be satisfactory to Lessor and such Tax Indemnitee and send the same to the Lessor and such Tax Indemnitee for filing no later than fifteen (15) days prior to the due date and (c) where such return, statement or report is required under applicable law to reflect items related to and in addition to Taxes imposed on or indemnified against under this Section 6 as determined in good faith by such Tax Indemnitee, provide such Tax Indemnitee with information in a form and manner reasonably acceptable to such Tax Indemnitee within a reasonable time, sufficient to permit such report or return to be properly made and timely filed with respect thereto.

(b) Lessor and any other Tax Indemnitee will provide such information or documents, at ▇▇▇▇▇▇’s expense, that Lessee does not otherwise have as Lessee may reasonably request and which are necessary to enable Lessee to comply with its

obligations under this Section 6.8. Lessor and any Tax Indemnitee shall cooperate with Lessee, at ▇▇▇▇▇▇’s cost and expense, in connection with the application for any exemptions or the filing of forms or documents to reduce or eliminate the Taxes for which Lessee has indemnification obligations, provided that neither Lessor nor any other Tax Indemnitee shall be required to take any action that such Person, in good faith, determines may adversely affect it. If notice is given by any Governmental Entity or other taxing authority to Lessor or any Tax Indemnitee that a payment, report or return is required to be filed with respect to which Lessee has an indemnification obligation under this Agreement, Lessor or such Tax Indemnitee, as the case may be, shall promptly notify Lessee of such notice, payment, report and/or return.

6.9 Taxation of Indemnity Payments; Tax Savings; Tax Indemnitee Performance.

(a) If and to the extent that any sums payable to a Tax Indemnitee by Lessee under this Agreement by way of indemnity are insufficient, by reason of any Taxes payable in respect of the receipt or accrual of those sums (and after taking into account any reduction in Indemnitee Taxes realized by the Tax Indemnitee by reason of the payment on accrual of the amount for which the indemnity was paid), for the Tax Indemnitee to discharge the corresponding liability to the relevant third party (including any Government Entity in respect of Taxes), or to reimburse the Tax Indemnitee for the cost incurred by it to a third party (including to any Government Entity in respect of Taxes) Lessee will pay to the Tax Indemnitee such sum as will, after all such Taxes have been fully satisfied, leave the Tax Indemnitee with the same amount as it would have been entitled to receive in the absence of that liability together with interest on the amount of the deficit at the rate of interest

stated in Section 6.10 (Default Interest) in respect of the period commencing on the date on which the payment of such Tax is finally due until payment by ▇▇▇▇▇▇ (both before and after judgment);

(b) If and to the extent that any sum constituting (directly or indirectly) an indemnity to Lessor but paid by Lessee to any Person other than Lessor gives rise to any net increase in Taxes payable by Lessor (and after taking into account any reduction in Indemnitee Tax realized by the Tax Indemnitee by reason of the payment on accrual of the amount for which the indemnity was paid), Lessee will pay to Lessor such sum as will, after all such Taxes have been fully satisfied, indemnify Lessor to the same extent as it would have been indemnified in the absence of such liability together with interest on the amount payable by Lessee under this sub Section at the rate of interest stated in Section 6.10 (Default Interest) in respect of the period commencing on the date on which the payment of such Tax is finally due until payment by Lessee (both before and after

judgment); and

(c) At the request of ▇▇▇▇▇▇ following any payment or indemnity hereunder, each Indemnitee and Tax Indemnitee shall use good faith in filing its tax returns and in dealing with taxing authorities (a) to seek and claim (x) any Tax benefits by reason of such payment or indemnity pursuant hereto or by reason of the imposition or payment of

any Tax or Loss so paid or indemnified by Lessee pursuant hereto or (y) any refund of any Taxes so paid or indemnified by Lessee hereunder, and (b) to minimize Taxes payable or indemnifiable by the Lessee hereunder, provided that (x) no Indemnitee or Tax Indemnitee shall be required to arrange its affairs (Tax or otherwise) or claim any Tax benefit or refund if such action would be materially detrimental to such Indemnitee or Tax Indemnitee, as determined by such Tax Indemnitee or Indemnitee in good faith and (y) no Indemnitee or Tax Indemnitee shall be required to disclose to Lessee any information relating to its affairs (Tax or otherwise) or any computations in respect of Tax. If as a result of the payment or accrual of Taxes paid or indemnified by Lessee, a Tax Indemnitee shall realize any subsequent savings with respect to Indemnitee Taxes not taken into account in the computation of the amount payable by Lessee, the Tax Indemnitee shall notify Lessee that it has realized such savings and pay to Lessee within thirty (30) days of the realization of such savings an amount equal to (i) the net reduction in such Indemnitee Taxes realized by such Tax Indemnitee and (ii) the amount of any further net reduction in Indemnitee Taxes realized and recognized as a result of payments pursuant to this sentence.

6.10 Default Interest. If ▇▇▇▇▇▇ fails to pay any amount payable under this Agreement on the due date therefor, Lessee will pay on demand from time to time to Lessor interest (both before and after judgment) on that amount, from the due date to the date of payment in full by Lessee to Lessor at eight percent (8.0%) per annum (“Default Interest”).

6.11 Contest. If a claim is made against a Tax Indemnitee or Lessee for any Taxes for which Lessee is obligated to a Tax Indemnitee, or if notice is received by a Tax Indemnitee or Lessee from a Government Entity that such a claim is going to made, such Tax Indemnitee

shall notify Lessee, or Lessee shall promptly notify the Tax Indemnitee, as the case may be. If requested by ▇▇▇▇▇▇ in writing within thirty (30) days after such notification, the Tax Indemnitee agrees, upon receipt of indemnity satisfactory to it and at the expense of Lessee (including without limitation, all costs, expenses, losses, legal and accounting fees and disbursements, penalties and interest) in good faith to contest the validity, applicability or amount of such Taxes in the forum selected by such Tax Indemnitee by (A) resisting payment thereof if practicable, or (B) if payment is made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, no Tax Indemnitee shall be required to take any action to contest a claim unless (1) Lessee provides the Tax Indemnitee reasonable evidence, which may include advice or an opinion of independent tax counsel reasonably satisfactory to the Tax Indemnitee both as to counsel and substance, to the effect that there is a meritorious basis for such contest, (2) such action to be taken will not result in the risk of an imposition of criminal penalties or, in Lessor’s reasonable judgment, any risk of any sale, forfeiture or loss of the Airframe or any Part, or any interest in any thereof, (3) no Default or Event of Default shall have occurred and be continuing, (4) if Lessee determines reasonably to pay such Tax and seek a refund, Lessee has advanced the amount of such Tax to make such payment, (5) the amount of the Taxes at issue exceeds US$5,000, and (6) Lessee shall have provided the Tax Indemnitee with a written acknowledgment of liability if and to the extent that the contest is not successful. Upon written request of ▇▇▇▇▇▇ and provided that the Tax Indemnitee determines in good faith that no Tax Indemnitee will be adversely affected by ▇▇▇▇▇▇’s

conduct of such contest, the Tax Indemnitee shall allow ▇▇▇▇▇▇ to prosecute such tax contest in the name of the Tax Indemnitee (or if possible in the name of Lessee) by granting an appropriate power of attorney or other authorization and such other action as is reasonably necessary, or, upon written request of ▇▇▇▇▇▇, such Tax Indemnitee shall consult with ▇▇▇▇▇▇, keep ▇▇▇▇▇▇ informed regarding the tax contest and consider in good faith the recommendations of Lessee as to the prosecution of the tax contest. If the Tax Indemnitee shall obtain a refund of all or any part of such Taxes for which ▇▇▇▇▇▇ has paid an indemnity hereunder or advanced funds to the Tax Indemnitee as described above, the Tax Indemnitee shall pay Lessee the amount of such refund, after deducting all out-of-pocket costs and expenses that were incurred by Lessor or Tax Indemnitee in connection therewith. If in addition to such refund an amount representing expenses, attorney’s fees or interest on the amount of such refund is received, Lessee shall be paid such expenses, attorney’s fees and that proportion of such interest which is fairly attributable to taxes, fees and other charges paid by Lessee prior to the receipt of such refund; provided, however, that no amount shall be payable under this or the preceding sentence during any period in which a Default is continuing.

6.12 Security Deposit.

(a) Lessee shall pay to Lessor (by way of payment to the account of Owner Participant) a security deposit in the aggregate amount of twenty percent (20.0%) of the anticipated Purchase Price set forth in Schedule 3 (Commercial Terms) (the “Security Deposit”), representing one installment of five percent (5.0%) of the anticipated Purchase Price which has been received prior to the date of this Agreement

(the “Initial Deposit”) and another installment of fifteen percent (15.0%) of the anticipated Purchase Price due on or prior to the Delivery Date (the “Delivery Deposit”).

(b) The Security Deposit will serve as security for the performance by ▇▇▇▇▇▇ of its obligations under this Agreement and the Other Agreements. Lessee shall not be entitled to receive any amount of interest accrued on the Security Deposit.

(c) The Security Deposit shall be non-refundable during the Term, other than as provided under Section 4.6 (Loss of Airframe) and in this Section 6.12 (Security Deposit). Lessee hereby grants Lessor a continuing security interest therein and in all other sums

deposited under this Section 6.12, and in all proceeds thereof. The Owner Participant may commingle the Security Deposit with its general funds.

(d) If Lessor has exercised any right of set-off with respect to the Security Deposit, Lessor will provide notice thereof to Lessee, and ▇▇▇▇▇▇ shall immediately restore the Security Deposit to the full amount as required by this Agreement. Failure by Lessor to provide such notice to Lessee shall not prejudice or limit ▇▇▇▇▇▇’s rights to set-off or to demand Lessee to restore the level of the Security Deposit hereunder.

(e) Provided that no Default shall have occurred and be continuing and provided that Lessee has satisfied all of its obligations that have not been waived under this Agreement (including without limitation its obligations under Section 13 (Return of Airframe) hereof), the Lessor shall apply the Security Deposit (but not accrued and unpaid interest thereon, which is for the account of Lessor) toward the Purchase Price for the Airframe.

(f) If, prior to the Lease Commencement Date: (a) Lessee rejects the Airframe pursuant to its Delivery Inspection on or prior to the Delivery Inspection Deadline, (b) Lessor fails to tender Delivery of the Airframe by the Final Delivery Date pursuant to this Agreement, (c) this Agreement is terminated by Lessee or Lessor pursuant to Section 5.5 (Delay in Delivery) other than as a result of breach by Lessee of its obligations under this Agreement or any other Transaction Document, or (c) an Event of Loss occurs with respect to the Airframe, then Lessor shall promptly (and in any case within five (5) Business Days) refund an amount equal to the Security Deposit actually received by Lessor. Upon the Lease Commencement Date, the Security Deposit will be non-refundable for any and all purposes and shall be applied toward the Purchase Price for the Airframe.

6.13. Absolute. On or after the Lease Commencement Date, ▇▇▇▇▇▇’s obligations under this Agreement are absolute and unconditional irrespective of any contingency whatsoever including (but not limited to):

(e) any insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceedings by or against Lessor or Lessee;

(f) any invalidity or unenforceability or lack of due authorization of, or other defect in, this Agreement; and

(g) any other cause which but for this provision would or might otherwise have the effect of terminating or in any way affecting any obligation of Lessee under this Agreement.

Nothing in this Section 6.13 shall be without prejudice to ▇▇▇▇▇▇’s right to claim damages and any other relief from the courts in the event of any breach by Lessor of its obligations under this Agreement or any of the Transaction Documents.

ARTICLE 7

MANUFACTURER’S WARRANTIES

ARTICLE 8 LESSOR COVENANTS

in the FAR and (b) the Aircraft shall be, or would therefore become, ineligible for registration in the name of Lessor with the FAA, then Lessor shall immediately effect a voting trust or owner trust with an owner trustee that is a Citizen of the United States or other similar arrangements or take any other action as may be necessary to prevent any deregistration or maintain the United States registration of the Aircraft. ▇▇▇▇▇▇ agrees, upon the request and at the sole expense of ▇▇▇▇▇▇, to provide reasonable cooperation with Lessor in complying with its obligations pursuant to this Section 8.2. Notwithstanding the foregoing, nothing in this Section 8.2 hall be interpreted or construed as in any way lessening or diminishing Lessor’s covenant of quiet enjoyment.

ARTICLE 9 LESSEE’S COVENANTS

and

(ii) consolidated statements of income and retained earnings of Lessee

for such year, prepared in accordance with GAAP accompanied by an auditor's

report of a firm of independent certified public accountants of recognized standing in the U.S.A.;

▇▇▇▇▇▇ agrees that any information required to be disclosed pursuant to this Section 9.2 may be disclosed to Lessor by way of documenting such information on the Monthly Disclosure Report, except where a specific number of days for producing such information is specified in this Section 9.2. Further, Lessor may visit, upon reasonable notice and at reasonable intervals, ▇▇▇▇▇▇’s premises to discuss ▇▇▇▇▇▇’s general affairs and finances with ▇▇▇▇▇▇’s principal officers.

except to the extent that in the reasonable opinion of Lessor such payment is being contested in good faith by appropriate proceedings, in respect of which adequate resources are available to Lessee and non-payment of which does not give rise to any reasonable likelihood of the Airframe or any interest therein being sold, forfeited or otherwise lost or of criminal or civil liability on the part of Lessor or any Financing Party.

acceptable to the Lessor in its sole discretion, (ii) be assigned to Lessor as security for the performance by ▇▇▇▇▇▇ and/or the Financing Parties of its obligations hereunder, (iii) not have a term extending beyond the Term, and (iv) Lessee shall provide to Lessor such other documentation and evidences as reasonably requested by Lessor prior to the commencement of any sublease or wet lease. No sublease or wet lease or relinquishment of possession of the Airframe permitted under this Section 9.5 shall in any way discharge or diminish any of Lessee’s obligations to Lessor and the rights and interests of Owner, Lessor and the Financing Parties in and to the Airframe, or constitute a waiver of any of Lessor’s rights and remedies hereunder. Notwithstanding any sublease, transfer or relinquishment of possession permitted under this Section 9.5, ▇▇▇▇▇▇ shall remain primarily liable hereunder for the performance of all of the terms of this Agreement to the same extent as if any such sublease, transfer or relinquishment of possession had not occurred. The cost and expense of any sublease or wet lease (including the reasonable costs of Owner, Lessor, its Financing Parties and any cost associated with respect to the registration, perfection and recordation of any interests of Owner, Lessor, or Financing Parties) shall be paid by ▇▇▇▇▇▇.

(d) so long as no Event of Default shall have occurred and be continuing, Lessor shall not exercise such right so as to disrupt the permitted operations of Lessee. Lessor and/or the Financing Parties may designate a third party to conduct inspections on their behalf of the Airframe or any Part thereof (and ▇▇▇▇▇▇’s records and books related thereto, including, without limitation, the Airframe Documents).

Lessee will:

expense, do, or cause to be done, all acts and things as Lessor may reasonably require to evidence and/or perfect the security interests of the Agent and the Financing Parties in the Airframe with (i) any relevant registry in the State of Registration and/or the state of Habitual Base of the Airframe (and other states as appropriate given the operation of the Airframe) and

“This Airframe is owned by AvCap 2840, LLC, [is subject

to a first priority Mortgage in favor of [Name of Agent]] and is leased to Global Crossing Airlines, Inc.”

without prejudice to the foregoing, if any such penalty, forfeiture, impounding, detention or appropriation, damage or destruction occurs, give Lessor notice and use best endeavors to procure the immediate release of the Airframe or Part, as the case may be;

Part subsequently installed, before the installation); keep and maintain such records in the English language; keep such records in such manner as the Air Authority may from time to time require; which records will form part of the Airframe Documents; and

9.18 (Replacement of Parts);

and then in each case only if it is reinstalled or replaced by a part complying with Section

and in any event no later than the earlier of thirty (30) days from its removal or the Expiry Date.

installed on the Airframe.

all Liens. Lessee will at its own expense take all such steps and execute, and procure the execution of, all such instruments as Lessor may require and which are necessary to ensure that title so passes to Owner according to all applicable laws. At any time when requested by ▇▇▇▇▇▇, Lessee will provide evidence to ▇▇▇▇▇▇’s reasonable satisfaction that title has so passed to Owner;

Airworthiness issued by the FAA, and shall maintain such certificates during the Term.

9.18 Replacement of Parts. Lessee shall replace, at its own expense, all Parts which may from time to time become unserviceable, lost, stolen, destroyed, seized,

confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever with replacement parts as set forth in this Section 9.18. Each such replacement part incorporated or installed in or attached or added to the Airframe shall:

(a) be free and clear of all Liens (other than Lessor Liens or Permitted Liens);

(b) be in airworthy and as good operating condition, and have the same or interchangeable modification status as, and have a value and utility at least equal to, the Part replaced (assuming it was in the condition and repair required under this Agreement);

(c) be of the same make and the same or more advanced model as the Part being replaced and, if the Part being replaced is a rotable and is an OEM Part, be manufactured by the OEM for such rotable Part (unless Lessor shall have given its prior written consent to replacement of such OEM Part with a non-OEM Part);

(d) have a current, legal and valid release certificate/airworthiness approval tag identified as FAA 8130-1, and Lessee has complete copies of its Air Authority and FAA required source and maintenance records; and

(e) be made subject to the Lien of any applicable financing documents to which one or more Financing Parties is a party.

Notwithstanding any other provision herein, No PMA Part may replace a Part or be installed without the prior consent of Lessor, other than minor filters, consumables or ATA 25 interior Parts.

So long as a substitution meets the requirements of the Maintenance Program and Air Authority and the FAA and the requirement of Section 9.18(a), Lessee may substitute for any Part a part that does not meet the requirements of this Section 9.18 if a complying Part cannot be procured or installed within the available ground time of the Airframe and as soon as possible but in any event not later than sixty (60) days, the noncomplying part is removed and replaced by a complying Part.

9.19 Ownership of Parts. Immediately upon any part (including Modification Parts) becoming incorporated in, installed on or attached to the Airframe, without further act: (a) title to each part incorporated, installed or attached in accordance with Section 9.18 (Replacement of Parts) and which complies with the requirements of Section 9.18 shall

thereupon (x) vest (with full title guarantee) in Owner, free and clear of all Liens, (y) be made subject to the Lien of any applicable financing document, and (z) and such part shall become subject to this Agreement be deemed a “Part” of such Airframe for all purposes hereof; and (b) title to any replaced Part shall thereupon vest in Lessee, free and clear of all rights of Owner and all Lessor Liens and shall no longer be deemed a Part.

If any part which does not comply with the requirements of Section 9.18 (Replacement of Parts) is incorporated in, installed in or attached to the Airframe, title to such part shall not vest in Owner and title to the replaced part shall not vest in Lessee until a part complying with this Section 9.18 is incorporated, installed in or attached to the Airframe. Lessee will, at its own expense, take all such steps and execute, and procure the execution of, all such instruments as Lessor may reasonably require and which are necessary to ensure that title so passes to Owner according to all applicable Laws. At any time when requested by ▇▇▇▇▇▇, Lessee will provide evidence to Lessor’s reasonable satisfaction that title has so passed to Owner. All Parts (other than Parts replaced in accordance with Section 9.18) at any time removed from the Airframe shall remain the property of Owner, no matter where located, until such time as such Parts shall be replaced by Parts which have been incorporated or installed in or attached to the Airframe.

ARTICLE 10 INSURANCE

10.3 Insurance Covenants. Lessee will:

the interests of any of the Indemnitees without Lessor’s prior written consent;

10.6. Application of Insurance Proceeds As between Lessor and Lessee:

ARTICLE 11 INDEMNITY

but excluding any Claim against, or in relation to, a particular Indemnitee, to the extent such Claim:

Agreement, or

(ii) relates to expenses or other obligations that Lessor has expressly agreed to pay or perform under this Agreement, or

(iii) arises as a result of the willful misconduct or gross negligence of an Indemnitee, or

(iv) relates to expenses solely attributable to ▇▇▇▇▇▇ ▇▇▇▇▇,

(v) is judicially determined to be attributable to acts or events which occur prior to the Delivery Date or after the Expiry Date and return of the Airframe to Lessor in the condition required hereunder, but in any such case only to the extent not attributable to acts or omissions of ▇▇▇▇▇▇.

(vi) comprises normal administrative and management costs and expenses of such Indemnitee (other than any Claims as a result of or following the occurrence of an Event of Default), or

(vii) results from a transfer or disposition by the Indemnitee of the Airframe, Part, any Transaction Document, or interest in the foregoing (other than a transfer or disposition due to (A) the exercise by an Indemnitee of its rights following an Event of Default, (B) an Event of Loss, or (C) action or inaction of Lessee, or (D) the Closing);

provided always that, subject (x) to no Event of Default having been declared and being continuing and (y) to Lessee first ensuring that Lessor is indemnified and secured to Lessor’s reasonable satisfaction against all Claims thereby incurred or to be incurred, Lessee shall be entitled to take, in the name of Lessor, such action as Lessee shall see fit (in good faith and in a commercially reasonable manner and with counsel satisfactory to Lessor) to defend or avoid any such Claims as are referred to in sub-Sections (a), (b) and (c) above, or to recover the same from any third party, provided, further, that any such action does not involve any risk of criminal or civil liability to Lessor or any risk of the sale, loss or forfeiture of the Airframe; provided, further, that to the extent that other claims related or unrelated to the transactions contemplated hereby are part of the same proceeding involving such Claims, Lessee may assume responsibility for the control of such proceeding to the extent that the same may be and is severed from such other claims (and Lessor shall use its reasonable efforts to obtain such severance) and, if not severable, Lessee may assume joint control thereof with the Lessor; provided, further, that no such Claims shall be compromised on a basis that admits any criminal or civil violation, gross negligence, fault or willful misconduct on the part of the Lessor without the Lessor’s express written consent. Subject to Lessee providing the Insurances, the Lessor may participate at its own expense in any judicial proceeding controlled by the Lessee pursuant to the preceding provisions; and such participation shall not constitute a waiver of the indemnification provided in this

Section 11.1 (General). Nothing contained in this Article 11 (Indemnity) shall be deemed to require the Lessor to contest any Claims

or to assume responsibility for or control of any judicial proceeding with respect thereto. Notwithstanding the foregoing, the Lessor shall not be required to contest any Claims, cooperate with the Lessee in the defense of any Claims or agree to the settlement of any Claims if Lessor shall expressly waive its right to indemnification with respect to such Claims under this Article 11 (Indemnity).

ARTICLE 12 EVENTS OF LOSS

ARTICLE 13 RETURN OF AIRFRAME

to Lessor is not contemplated by this Agreement as Lessee is obligated to purchase the Airframe upon the expiration of the Term pursuant to Section 6.3 (Purchase Obligation). However, in the event of early termination of the leasing of the Airframe as permitted under this Agreement, Lessee will, at its expense, redeliver the Airframe and Airframe Documents to Lessor at the Redelivery Location in a condition complying with this Article 13 (Return of

Airframe) and Schedule 5 (Return Conditions). The Airframe shall be free and clear of all Liens (other than Lessor Liens) and will possess a current Certificate of Airworthiness issued by the FAA (although this Certificate of Airworthiness may later be replaced by an Export Certificate of Airworthiness or equivalent, if requested by Lessor). In addition, even if Lessee must perform engineering, maintenance and repair work on the Airframe beyond the requirements of Article 9 (Lessee’s Covenants), the Airframe at return must be in the condition required in order to meet the requirements for issuance of a U.S. Standard Certificate of Airworthiness for transport category Airframe issued by the FAA in accordance with FAR Part 21 and, in addition, to meet the operating requirements of FAR Part 121 with no restrictions imposed.

b) Until such return, the Agreed Value will be an amount equal to the Agreed

Value on the day the Airframe should have been returned to Lessor pursuant to this Lease.

(ii) deregister or as applicable, assist Lessor or Owner with the deregistration of the Airframe from the registry in the State of Registration, (iii) arrange for prompt confirmation of such deregistration to be sent by the registry in the State of Registration to the next country of

registration and (iv) perform any other acts required by Lessor in connection with the foregoing.

Notwithstanding the foregoing, Lessee shall not be required to perform any additional modifications to the Airframe required by any future country of registration.

ARTICLE 14

DEFAULT AND EARLY TERMINATION

(5) calendar days following the date when due, or (ii) any Supplemental Rent within seven

(7) calendar days after receipt by ▇▇▇▇▇▇ of written notice from Lessor that any such amount is due; or

cease to be in full force and effect, or (iii) notice of cancellation is given in respect of any such insurance and the Insurances are not renewed or replaced prior to such cancellation taking effect; or

(iv) any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrator, examiner or the like is appointed in respect of Lessee or any of their assets; or

(iv) and which is or are (A) commenced or taken by any Person (other than Lessee), B) being contested in good faith and by appropriate proceedings by ▇▇▇▇▇▇, and (C) discharged or stayed within sixty (60) days of the presentation or commencement thereof; and

(iv) which has been previously approved by Lessor; or

or

any material part of the assets of Lessee; or

(m) Delivery: Lessee fails to accept delivery of the Airframe when validly tendered pursuant to this Agreement by Lessor (provided that Lessor shall have satisfied all the conditions precedent set out in Section 3.3 (Lessee Conditions Precedent) to the extent they have not been waived or deferred by Lessee); or

Redelivery Location (or such other location as Lessor may require) by serving notice, require Lessee to redeliver the Airframe to Lessor at the Redelivery Location (or such other location in North America as Lessor may require; or

(e) any loss, cost, expense or liability sustained or incurred by Lessor owing to ▇▇▇▇▇▇’s failure to redeliver the Airframe on that date, at the place and in the condition required by this Agreement;

The parties agree that an Illegality Event shall in and of itself not be considered an Event of Default.

ARTICLE 15 ASSIGNMENT

or the Airframe without the express prior written consent of ▇▇▇▇▇▇ and the Agent (which consent may be granted or withheld in the sole discretion of Lessor and the Agent).

ARTICLE 16 MISCELLANEOUS

(c) may be waived only in writing and specifically.

Delay in exercising or non-exercise of any such right will not constitute a waiver of that right.

16.6. Set-off. Lessor may set off any matured obligation owed by Lessee under this Agreement or under any other agreement between Lessor (or any Affiliate of Lessor) and Lessee against any mature obligation owed by Lessor to Lessee, regardless of the place of payment or currency. If the obligations are in different currencies, Lessor may convert either obligation at the

market rate of exchange available in London or at its option New York for the purpose of the set- off. If an obligation is unascertained or unliquidated, Lessor may in good faith estimate that obligation and set off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained or liquidated. Lessor will not be obliged to pay any amounts to Lessee under this Agreement so long as any sums which are then due from Lessee

under this Agreement remain unpaid and any such amounts which would otherwise be due will fall due only if and when ▇▇▇▇▇▇ has paid all such sums except to the extent Lessor otherwise agrees or sets off such amounts against such payment pursuant to the foregoing.

then such provision shall be severable from the remaining provisions of this Agreement and such remaining provisions will not be affected.

If to Lessor:

TVPX Aircraft Solutions Inc.

▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇

Email: ▇▇▇▇▇@▇▇▇▇.▇▇▇

Copy:

AvCap 2840, LLC

▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇; ▇▇▇▇▇▇▇ ▇▇

Email: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Copy:

Gryphon Aviation Leasing LLC ▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

Fort Lauderdale, Florida 33301 USA Attention: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

If to Lessee:

Global Crossing Airlines, Inc. Miami International Airport Building 5A, 4th Floor

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Attention: ▇▇▇▇ ▇▇▇▇▇▇, CFO

Tel: ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇

Email: ▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇

Copy:

Global Crossing Airlines, Inc. Miami International Airport Building 5A, 4th Floor

▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇

Attention: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Director, Legal and Corporate Counsel

Tel: ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇

Email: ▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇

16.20. True Lease. This Agreement is intended, for all purposes, including, without limitation, United States federal and state income tax purposes and purposes of any bankruptcy or insolvency Law of any jurisdiction, to be a true lease and not a security agreement. Nothing

contained herein shall be construed as conveying to Lessee any right, title or interest in the

Airframe until the exercise of the Purchase Obligation at Lease Expiry, except as a lessee only. In circumstances where more than one construction of the terms and conditions of this Agreement is possible, a construction which would support the characterization of this Agreement as a true lease shall control over any construction which would not support such characterization or would render it doubtful.

ARTICLE 17 DISCLAIMERS AND WAIVERS

[Remainder of page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF the parties hereto have executed this Airframe Lease Agreement on the date shown at the beginning of this Agreement.

Lessor:

TVPX AIRCRAFT SOLUTIONS INC.,

not in its individual capacity but solely as Owner Trustee

By:

Name: ▇▇▇▇ ▇▇▇▇

Title: Senior Vice President

Lessee:

GLOBAL CROSSING AIRLINES, INC.

By:

Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: President

ANNEX I

FORM OF MONTHLY DISCLOSURE REPORT (MSN 2840)

Date:

To: TVPX AIRCRAFT SOLUTIONS INC.; AVCAP 2840, LLC

FORWARD REPORT VIA E-MAIL TO: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

From:

E-mail:

Telephone:

Airframe Flight Hours Flown During Month: Hours: ; Minutes:

Airframe Flight Cycles During Month: Cycles

Left: ESN Right: ESN

Date Installed: Date Installed: Date Removed: Date Removed:

State if Airframe is operating satisfactorily: yes no (if no, give details under “Comments” below):

Lessee has caused this Monthly Disclosure Report (MSN 2840) to be executed by its duly authorized representative on the date set forth above.

Authorized Signatory

for and on behalf of

GLOBAL CROSSING AIRLINES, INC.

SCHEDULE 1 DESCRIPTION OF AIRFRAME

Manufacturer: Airbus

Model: A320-232

MSN: 2840

Time Since New: 37,509.7 Flight Hours Cycles Since New: 45,145 Flight Cycles

APU Manufacturer: ▇▇▇▇▇▇▇ Aerospace (formerly ▇▇▇▇▇▇▇▇ Sundstrand) Model: APS3200

SN: 2374

Landing Gear Manufacturer: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Model: A320

Nose Serial Number: B2271

Right Serial Number: MDG3401

Left Serial Number: MDG3400

PRE-DELIVERY MODIFICATIONS

DEFERRED PRE-DELIVERY MODIFICATIONS

DELIVERY CONDITION

The Airframe will be delivered by Lessor with the Pre-Delivery Modifications completed prior to Delivery and the Deferred Pre-Delivery Modifications to be completed promptly following the Lease Commencement Date, and accepted by Lessee in its “as-is, where-is” with all faults condition, without any representation, warranty or covenant given by Lessor, express or implied. However, the Airframe shall be in materially the same condition as when inspected by ▇▇▇▇▇▇.

SCHEDULE 2

FORM OF CERTIFICATE OF ACCEPTANCE (MSN 2840)

This Certificate of Acceptance is delivered on the date set out below by GLOBAL CROSSING AIRLINES, INC. (“Lessee”), to TVPX AIRCRAFT SOLUTIONS INC., not in

its individual capacity but solely as Owner Trustee (“Lessor”), pursuant to the Airframe Lease Agreement dated as of August , 2025 between Lessor and Lessee (the “Agreement”). The capitalized terms used in this Certificate shall have the meaning given to such terms in the Agreement.

▇▇▇▇▇▇ ▇▇▇▇▇▇ confirms to Lessor that ▇▇▇▇▇▇ has at o’clock on this day of

, 2025, at , accepted the following, in accordance with the provisions of the Agreement:

Total Cycles: 45,145 Flight Cycles

Flight Hours Since Last C Check: 2,277.36 Flight Hours Cycles Since Last C Check: 2,711 Flight Cycles

Flight Hours Since Last D-Check: N/A Cycles Since Last D-Check: N/A

Left Main:

Manufacturer's Serial No.: MDG3400 Manufacturer's Part No.: 201582001-030

Right Main:

Manufacturer's Serial No.: MDG3401

Manufacturer's Part No.: 201582002-030

2. Total Cycles Since Overhaul: 4,269 Flight Cycles

3. Date of Last Overhaul: February 28, 2022

Nose:

Manufacturer's Serial No.: B2271 Manufacturer's Part No.: D23757500-11

3. Date of Last Overhaul: February 9, 2022

Type: Manufacturer's Serial No.: 2374 Total Hours Since Last Overhaul:

Additional leftover foam parts for the center fuel tank

▇▇▇▇▇▇ confirms to Lessor that as at the time indicated above, being the Lease Commencement Date:

(c) ▇▇▇▇▇▇’s authorized technical experts have inspected the Airframe to ensure the Airframe conforms to Lessee’s requirements. The Airframe is in accordance with

the specifications of the Agreement and is irrevocably and unconditionally satisfactory in all respects [except as set forth in the attached Discrepancy List].

Annex 1 - LLPs

Annex 2 - Loose Equipment and Accessories

Annex 3 - Airframe Documents and Technical Records

Annex 4 - Airframe Status – Avionics Inventory Annex 5 Discrepancy List

IN WITNESS WHEREOF, Lessee has, by its duly authorized representative, executed this Certificate of Acceptance (MSN 2840) on the date set forth in paragraph 1 above.

LESSEE: GLOBAL CROSSING AIRLINES, INC.

By

Name:

Title:

SCHEDULE 3

COMMERCIAL TERMS

Lessee shall pay Rent beginning on the Lease Commencement Date for the duration of the Term until the Expiry Date, at the fixed amount of One Hundred Seventeen Thousand Eight Hundred Fifty-Nine and 38/100 US Dollars ($117,859.38) per month, payable in advance on each Rent Date.

Provided that ▇▇▇▇▇▇ has made all payments of Rent during the Term of the Lease, the Purchase Price for the Airframe on the Expiry Date (being the Scheduled Expiry Date) shall be the amount of One US Dollar ($1.00), taking into account the retention of the Security Deposit by ▇▇▇▇▇▇.

If after the first six (6) months of the Term (but prior to conclusion of the Term) the Lessee elects, at its option, to purchase the Airframe, then Lessee shall pay to Lessor on the Closing Date: (a) such Purchase Price amount as set forth for the corresponding month in the chart set forth below, plus (b) two and one half percent (2.50%) of such Purchase Price amount.

Beneficiary Bank: City National Bank Bank Address: ▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇ ▇▇▇▇

Coral Gables, Florida 33134 USA

ABA: ▇▇▇▇▇▇▇▇▇

SWIFT: ▇▇▇▇▇▇▇▇

Beneficiary: AvCap Asset Trading, LLC

Address: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇

Account: 30000717472

Reference: MSN 2840

10. ▇▇▇▇▇▇’S ACCOUNT

Beneficiary Bank: Synovus Bank

Bank Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ SWIFT: ▇▇▇▇▇▇▇▇

Beneficiary: Global Crossing Airlines Operations LLC Address: ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Account: 1013963804

Reference: MSN 2840

SCHEDULE 4 INSURANCE REQUIREMENTS

The Insurances required to be maintained are as follows:

the ground or in transit other than by air) property insurance on all Parts when not installed on the Airframe on an “agreed value” basis for their full replacement value;

for a Combined Single Limit (Bodily Injury/Property Damage) of an amount not less than the Minimum Liability Coverage for the time being any one occurrence (but in respect of products and personal injury liability this limit may be an aggregate limit for any and all losses occurring during the currency of the policy). War and Allied Risks are also to be covered under the Policy of an amount not less than the Minimum Liability Coverage applying any one occurrence and in the annual aggregate;

proceeds in amounts below the Damage Notification Threshold may be paid by the insurer directly to ▇▇▇▇▇▇. Any balance remaining may be retained by ▇▇▇▇▇▇;

(vii) provide that, in relation to the interests of each of the additional insureds the Insurances will not be invalidated by any act or omission by ▇▇▇▇▇▇, or any other person

other than the respective additional insured seeking protection and shall insure the interests of each of the additional insureds regardless of any breach or violation by ▇▇▇▇▇▇, or any other person other than the respective additional insured seeking protection of any warranty, declaration or condition, contained in such Insurances;

(viii) provide that the insurers will hold harmless and waive any rights of recourse and/or subrogation against the additional insureds or to be subrogated to any rights of any Financing Party against Lessor or Lessee;

(ix) provide that the additional insureds will have no obligation or responsibility for the payment of any premiums due (but reserve the right to pay the same should any of them elect so to do) and that the insurers will not exercise any right of set off or counter claim in respect of any premium due against the respective interests of the additional insureds other than outstanding premiums relating to the Airframe or any Part the subject of the relevant claim;

(x) provide that the Insurances will continue unaltered for the benefit of the additional insureds for at least thirty (30) days after written notice of any cancellation, change, event of non-payment of premium or installment thereof has been sent to Owner, Lessor and each Financing Party, except in the case of war risks for which seven (7) days (or such lesser period as is or may be customarily available in respect of war risks or allied perils) will be given, or in the case of war between the 5 great powers or nuclear peril for which termination is automatic; and

(xi) if reinsurance is a requirement of this Agreement such reinsurance will

(i) be on the same terms as the original insurances and will include the provisions of this Schedule 4, (ii) provide that notwithstanding any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured that the reinsurers’ liability will be to make such payments as would have fallen due under the relevant policy of reinsurance if the reinsured had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and (iii) contain a “cut-through” clause in the following form (or otherwise satisfactory to Lessor): “The Reinsurers and the Reinsured hereby mutually agree that in the event of any claim arising under the reinsurances in respect of a total loss or other claim where as provided by the Airframe Lease Agreement dated as of August , 2025 and made between Lessor and Lessee such claim is to be paid to the person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsured, its successors in interest and assigns pay to the person named as sole loss payee under the primary insurances effected by the Reinsured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the Reinsurers will (to the extent of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewith”; subject

to such provisions not contravening any law of the State of Incorporation;

SCHEDULE 5 RETURN CONDITIONS

The Airframe shall have been maintained in full compliance with the Lease, shall be

complete, in serviceable condition and in substantially the same condition as when tendered for Delivery on the Delivery Date, normal wear and tear excepted. Lessee will tender the Airframe to Lessor at the Redelivery Location in the following condition:

SCHEDULE 6

FORM OF REDELIVERY CERTIFICATE (MSN 2840)

This Redelivery Certificate (MSN 2840) is entered into on the date set forth below between

GLOBAL CROSSING AIRLINES, INC. (“Lessee”) and TVPX AIRCRAFT SOLUTIONS

INC., not in its individual capacity but solely as Owner Trustee (“Lessor”), pursuant to the Airframe Lease Agreement dated as of August , 2025 between Lessor and Lessee (the “Agreement”). The capitalized terms used in this Certificate shall have the meaning given to such terms in the Agreement.

The Lessor hereby indicates and confirms to the Lessee, its successors and assigns, that the Lessor has on [Date] at [Time], while the Airframe was located at [Redelivery Location], accepted the following Airframe (the “Airframe”), in accordance with and subject to the provisions of the Lease:

Total Flight Hours:

Total Cycles:

Flight Hours Since Last C Check:

Cycles Since Last C Check:

Flight Hours Since Last D-Check:

Cycles Since Last D-Check:

Left Main:

Manufacturer's Serial No.:

Manufacturer's Part No.:

Right Main:

Manufacturer's Serial No.: Manufacturer's Part No.:

2. Total Cycles Since Overhaul:

Nose:

Manufacturer's Serial No.:

Manufacturer's Part No.:

3. Date of Last Overhaul:

Type: Manufacturer's Serial No.:

Total Hours Since Last Overhaul:

(c) There are no known direct or indirect claims, actions, proceedings, disputes or other potential liabilities that have been threatened or are proceeding against the Airframe (or the Lessee as it pertains to Lessee’s lease of the Airframe pursuant to the Lease).

4. The leasing of the Airframe pursuant to the Lease is terminated upon the execution of this Redelivery Certificate on the date set forth above, and neither the Lessor or the Lessee shall have any further rights or obligations to the other thereunder, save for the provisions of the Lease which are expressed as surviving the termination of the leasing of the Airframe pursuant thereto, all of which shall remain in full force and effect as the binding rights and obligations of Lessor and Lessee, respectively.

Annex 1 - LLPs

Annex 2 - Loose Equipment and Accessories

Annex 3 - Airframe Documents and Technical Records Annex 4 - Airframe Status – Avionics Inventory Annex 5 - Discrepancy List

IN WITNESS WHEREOF, ▇▇▇▇▇▇ and ▇▇▇▇▇▇ have caused this Redelivery Certificate (MSN 2840) to be executed in their names, by their duly authorized officer(s) or representative(s), pursuant to due corporate authority, all as of the date written in Paragraph 1 above.

TVPX AIRCRAFT SOLUTIONS INC.,

not in its individual capacity but solely as Owner Trustee, as Lessor

By:

Name:

Title:

GLOBAL CROSSING AIRLINES, INC.

as Lessee

By:

Name:

Title: