jetEngineTM Software License Agreement

Affiliates. Licensee has the right to grant any of its Affiliates a sublicense within the scope of the licenses granted to Licensee, provided that (a) Licensee first obtains AlSysternsi written consent before granting a sublicense to an entity that becomes an Affiliate after the Effective Date, (b) the sublicensee is bound in writing by the same terms and conditions imposed on Licensee under this Agreement, including obligations to pay fees (by way of example, Ongoing Fees for the passengers flown by the Affiliate), and (c) Licensee and its Affiliates shall be responsible for the actions or omissions of the Affiliates and both shall be jointly and severally liable to AISystems if any such actions or omissions breach any provision of this Agreement (including due to bankruptcy). Any such sublicense granted to an Affiliate shall immediately terminate in the event that the sublicense° ceases to be an Affiliate, and no sublicensee shall be granted the right to grant any further sublicenses or use the Licensed Software or Documentation on behalf of any third party, including any Affiliate or alliance or code share partner of the sublicensee, Any sublicense permitted under this Section may be made effective retroactively, but not before the Effective Date nor before the sublicensee becoming an Affiliate of Licensee. Licensee shall notify AISystems of the identity of each sublicensee and provide to AISystems within thirty (30) days after execution, a true copy of such sublicense. Licensee shall pay, report and account to AISystems for payments due for the exercise by any sublicensee of any sublicense. For the purposes of interpretation of this Agreement, the use of the both "Licensee" and "Affiliate" in one instance, and only "Licensee" in another instance, shall not be construed as an intention to exclude a sublicensed Affiliate from the obligations of the Licensee in the second instance.

Third Party Software Required.  Licensee understands that the Licensed Software will not function properly unless used with third party products and services identified, but tot provided, by AISystems. In the event AISystems provides Licensee with third pa products and services covered by a third party license (including a "shrink-wrap" licensee), Licensee agrees to use such products and services in accordance with the terms of the third party license agreement.

Ready and Acceptance/Rejection Notices. If AISystems provides Licensee with a notice that a given module is ready for acceptance (the "ready notice"), then Licensee must provide notice within fifteen (15) business days of the ready notice stating that Licensee either accepts or rejects the module (the "acceptance/rejection notice"). A rejection may only be based on the module's failure to be in line with Licensee's business functions or substantial defects in the module, Licensee shall explain the basis for the rejection I reasonable detail in the acceptance/rejection notice.The ready notice and acceptance/rejection notice shall be made in AISystems' and Licensee's sole discretion, respectively, but shall be made in good faith. If Licensee fails to provide notice with such fifteen (15) business day period, the module shall be deemed accepted by Licensee.

Overcoming Rejections. If Licensee provides AISystems with an acceptance/rejection notice rejecting a module, then AISysterns must provide counter-notice within fifteen (15) business days of receipt, which counter-notice shall indicate whether AISystems either agrees to attempt to overcome the rejection(s) (in which ease it will provide an estimated date by which it will be overcome) or state that it will not overcome the rejection. If the estimated date 1$ more Than nine (9) months after the modules kick-off date, then Licensee may terminate this Agreement. If AlSysteins is unwilling to overcome a rejection, either party may terminate this Agreement immediately upon written notice; provided, however, AISystems may not terminate the Agreement in accordance with this sentence if the rejection both (a) would require AISystems to incur less than US$500,000 (Five Hundred Thousand United States Dollars) and (b) in AISystems reasonable estimation, would be overcome by a date less than nine (9) months after the module's kick-off date.

High Risk Activities. The Licensed Software is not fault-tolerant and is not designed, manufactured or intended for use in hazardous environments requiring fail-safe pet-romance, such as in the flight operation of aircraft, aircraft navigation or communication systems, air traffic control, nuclear facilities, medical equipment, direct life support machines, weapons systems or any other business, system or product in which the failure of the Licensed Software could lead to death, personal injury, or physical or environmental damage ("High Risk Activities"). Licensee agrees that AISystems and its Affiliates and their suppliers will not be liable for any claims or damages arising from the use of the Licensed Software in such applications,

Licensed Software Output. As between Licensee and AISystems, the Licensed Software and Documentation comprise the Confidential Information of AISystems. However, to the extent data is generated based on both the Licensed Software and data provided by Licensee, such as, but not limited to, data calculated by the Licensed Software based on data input by the Licensee, then such generated data shall be considered Confidential information of both parties and neither party shall disclose such generated data to third parties except as permitted under this Agreement. Notwithstanding the foregoing or anything else in this Agreement to the contrary, AISystems shall be entitled to aggregate such generated data with data received from third parties, and use and disclose , such aggregated data, provided that the aggregated data does not reveal Licensee's data by may of example, AISystems may disclose averages across multiple customers of AISystems provided that a reasonable person in Licensee's industry would not be able to discern which aspects of the data are particular to Licensee.

Relationship of the Parties. In performing this Agreement, each of the Parties will operate as, and have the status of; an independent contractor. Except as may be expressly set forth in this Agreement, neither Party will have the right or authority to assume or create any obligations or to make any representations, warranties or commitments on behalf of the other Party, whether express or implied, or to bind the other Party in any respect whatsoever. Nothing in this Agreement shall be construed as forming any partnership, joint venture, agency, employment, franchise, distributorship, dealership or other similar or special relationship between the Parties.

Rules of Construction. As used in this Agreement, (a) the words "herein," "hereunder" and other words of similar import refer to this Agreement as a whole, including any exhibits and schedules as the same may be modified from time to time, and not to any subdivision of this Agreement; (h) the terms "including," "by way of example" or any variation there of means "including but not limited to" and "by way of example only and without limitation," respectively, and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; (a) descriptive headings and titles are inserted for convenience of reference only and do not constitute apart of and shall not be utilized in interpreting this Agreement; and (d) explicit references to a particular section shall be deemed to include a reference to its subsections. This Agreement shall be fairly interpreted in accordance with its terms and without any presumption in favor of or against either Party regardless of the drafter. The schedules shall be construed to be fully consistent with all of the provisions appearing before the signatures below and, in the case of any conflict between the schedules and such provisions, such provisions shall prevail.

Equitable Remedies. The Parties recognize that money damages may not be an adequate remedy for any breach or threatened breach of any obligation hereunder and that the aggrieved Party may suffer immediate and irreparable harm as a result, The Parties therefore agree that In addition to any other remedies available hereunder, by law or otherwise, a Party may be entitled to obtain injunctive relief against any such continued breach of such obligations.

Third Party Beneficiaries. This Agreement is not intended to be for the benefit of and shall not be enforceable by any third party. Nothing in this Agreement, express or implied, is intended to or shall confer on any third party any rights (including third-party beneficiary rights), remedies, obligations or liabilities under or by reason of this Agreement. This Agreement shall not provide third parties with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to the terms of this Agreement. No third party shall have any right, independent of any right that exists irrespective of this Agreement, to bring any suit at law or equity for any matter governed by or subject to the provisions of this Agreement.

Assignment. Except as set forth in Section 2.3 or expressly elsewhere in this Agreement neither Party may assign or transfer any of its rights and obligations under this Agreement In whole or part, without the other Party's prior written consent, except that such prior written consent shall not be required in connection with the assignment to (1) an Affiliate; or (ii) to a third party where the assignment is in connection with the merger, acquisition, sale, reorganization or other transfer of all or substantially all of the relevant business of the assigning party to the third party, provided that the assignee agrees in writing to comply with the terms of this Agreement and provided further that, in the case of an assignment by Licensee pursuant to Section 9.6(ii), the licenses granted under this Agreement shall be limited to the assignee using the Licensed Software and Documentation to operate Licensee's business as it existed immediately prior to the effective date of the assignment and may not be used by the assignee in connection with its own business or that of any assignee Affiliate (other than Licensee), or any other party. Any assignment or other transfer which is derogation of the foregoing shall be null and void ab initio.

No Disclosure Of Agreement.. Neither Party shall disclose information concerning this Agreement or its execution, and the transactions contemplated hereby, including providing a copy of this Agreement, unless such disclosure: (a) is to the Party's outside accounting firm who have entered into written confidentiality agreements with the Recipient under terms sufficient to enable the Disclosing Party to comply with its confidentiality obligations under this Agreement, (I)) the Party's outside legal counsel in connection with obtaining legal advice or enforcing this Agreement, provided the outside counsel either (1) have entered into written confidentiality agreements with the Recipient under terms sufficient to enable the Disclosing Party to comply with its confidentiality obligations under this Agreement or (ii) are bound by law not to disclose the terms of this Agreement without the permission of the Party-client, or (c) is to a potential investor, potential acquirer, or financial advisor of the Party in connection with the bona fide due diligence review of such Party and who have entered into written confidentiality agreements with the Recipient under terms sufficient to enable the Disclosing Party to comply with its confidentiality obligations under this Agreement, or (d) is required to establish or enforce any rights hereunder. In the event a Party is compelled to disclose this Agreement to a governmental authority in connection with regulatory obligations, including to a governmental taxing 'authority in order to verify its tax obligations or a regulatory agency in connection with a public offering, such Party may disclose this Agreement to such authority without obtaining the other Party's prior consent, provided that the authority is obligated to its confidentiality or confidential treatment is requested and obtained. This paragraph shall survive termination of the Agreement. Notwithstanding, each Party has the right to disclose to third parties during the Term that Licensee is a licensee of AISystems provided that Licensee is a reference account pursuant to Section 9.12.

Force Majeure Neither Party shall be held responsible for any delay or failure in performance of any part of this Agreement to the extent such delay or failure is caused by any cause beyond such Party's reasonable control, including, but not limited to, fire, flood, explosion, war, strike, embargo, government requirements, civil or military authority, act of God, act of terrorism, or other similar causes (collectively, "Force Majeuro Events"). The delayed party shall give the other Party prompt written notice of such Force Majeure Event and use its reasonable efforts to correct such failure or delay in its performance. The Party affected by the other's inability to perform may terminate this Agreement upon 15 (fifteen) days notice if the delay or nonperformance continues during such fifteen (15) days.

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