EFTA00796155.pdf

D Gulfstream PRODUCT SUPPORT PROPOSAL Prepared for Presented by Gulfstream GIV Serial Number 1085 Patrick Saxon 1084100(03040a4XKKC. Regional Sales Manager, Gulfstream Aerospace Ntd001=4XIBMICOh DOMINUS AVIATION LTD David Thompson Gulfstream Proposal # 7050091 ROO 21 September 2018 EFTA00796155  TABLE OF CONTENTS PART I. Workscope Description 3 A. Interior Refurbishment 3 B. Avionics Cabin Electronics 3 C. Mechanical 3 D. Paint 5 PART II. Contingencies and Assumptions of Proposal Offer 6 A. Estimated Leadtime 6 B. Estimated Downtime 6 C. Pricing and Scheduling Terms 6 D. General Contingencies 7 E. Addendum to Proposal and Work Authorization Terms & Conditions 8 PART III. Payment Terms and Remittance Instructions 9 PART IV. Executive Summary and Proposal Acceptance 10 EFTA00796156  ID # 7050091 ROO ( I •:1111 Giv_ p 21 September 2018 Gulfstream GIV Serial Number 1085 Wentworth Aero, Inc. PART I. Workscope Description A. INTERIOR REFURBISHMENT Not Requested B. AVIONICS CABIN ELECTRONICS Not Requested C. MECHANICAL 1. Aircraft Records and Condition Survey 1.1 Lite Package - Aircraft Records and Condition Survey (ARCS) $26.500 Included in Lite Package: e Aircraft Records Survey (see section below) e Aircraft Condition Survey (see section below) Special Requirements: e Review workscope and identify points of contact with both buyer and seller present and have both parties sign the Hold Harmless Agreement. e The party requesting and financially obligated for the Aircraft Records and Condition Survey (usually the Buyer) must have an authorized representative sign the work order and the Hold Harmless. e There will be a representative from all parties involved that will make decisions on all minor corrective actions to be accomplished during Aircraft Records and Condition Survey. If there is no representative present, no corrective action can be accomplished until authorized. e Upon completion of the Aircraft Records and Condition Survey, the discrepancy list will be provided to the party(s) responsible for disposition. If a second or third party is involved with rectification of any discrepancies found, the parties will identify who will be responsible for the corrective actions. At this time, separate work orders will be opened and responsibilities assigned to each party for the work requested. e All parties involved, based on the Service Center workload, at that time will mutually agree to the downtime schedule for the authorized work. Aircraft Records Survey includes the following: e Review of Maintenance History and Records: A review of all available maintenance records will be accomplished. The review will include a search for recorded damage history, special inspections accomplished, missing records, compliance with required inspections, maintenance, and mandatory directives. Any problems with incomplete or improper maintenance entries, missing certificate numbers or signatures, or disorganized maintenance logs will be documented in the report. If a complete reconstruction of maintenance records or logbooks is desired, it will be considered an effort over and above the basic Survey price and schedule and will be performed at time and material upon approval. e Documentation of Non-Applicable Maintenance Bulletins: Gulfstream will update the aircraft records for non- applicable or previously accomplished directives (ACB, CB & AD) that are not documented in the maintenance records. A budgetary estimate to research and document non-applicable or previously accomplished bulletins is $75 per occurrence. Incomplete records may substantially increase this cost. Page 3 of 12 This proposal is confidential between Gulfstream and the Customer. GANismc Return to Table of Contents GAC Rev. February 20. 2018 EFTA00796157  ID # 7050091 ROO want GIV-SP 21 September 2018 Gulfstream GIV Serial Number 1085 Wentworth Aero Inc. PART I. Workscope Description (Continued) C. MECHANICAL (Continued) 1. Aircraft Records and Condition Survey (Continued) Aircraft Records Survey includes the following: • Review of Required Aircraft Documentation: A review of weight and balance, equipment list, and electrical load analysis will be performed to determine that the known current aircraft configuration is reflected. All data will be cross-referenced against Major Repair and Alteration FAA Form 337 found and the avionics inventory. Subject matter and date of Form 337 and any related Supplemental Type Certificates (Sits) numbers will be listed. The certificate of airworthiness and current registration will be checked to ensure a match to the aircraft. • Review of Required Flight Manuals & Supplements: Gulfstream approved flight manuals will be reviewed to determine revision status and presence of all required approved flight manual supplements. Flight manual supplements will be cross-checked against STCs. • Update of Required Flight Manuals and Supplements: If required, Gulfstream will update any missing or outdated items in the flight manual supplements section of the flight manual or supplement binder with current data. A budgetary estimate to research and retrieve missing flight manual supplements is $75 per occurrence. Incomplete records may substantially increase this cost. Aircraft Condition Survey includes the following: • Cockpit and Cabin Avionics Equipment - Operational Test: A cockpit avionics ramp check is performed and involves powering up all major avionics equipment and operationally testing systems, such as navigation, communication and flight management systems for proper operation. A cabin ramp check is performed and involves powering up of cabin outfitting components and systems. This test does not include the use of test equipment or troubleshooting of avionic systems. Results will be fully documented on the work order and findings will be highlighted in the Survey. As the Survey progresses, discrepancies may be identified. At this point, discrepancies will be listed on summary sheets and provided to customer. Any Engineering dispositions will be an additional expense and will be billed, as required. • Inventory of Avionics and Emergency Equipment: A physical inventory of major avionics equipment will be accomplished and the results recorded in the report. The avionics inventory is limited to accessible areas only, additional access will be billed at time and material. This inventory will be cross- referenced against the equipment list during the documentation review. All cabin and cockpit installed emergency equipment will be inventoried and recorded in the report. • Physical Survey: Is in accordance with attached Gulfstream CMP (Computerized Maintenance Program) tasks, which provide a detailed view of specified areas of aircraft. The suggested survey workscope is intended to provide you with a general visual evaluation of selected areas of the aircraft. • Cockpit and Cabin Compartment Above Floor Inspection: A general visual Inspection will be performed of cockpit, cabin, and baggage compartments for mechanical and cosmetic discrepant conditions which are deemed as unsatisfactory. Interior access will not be required or included for this general visual inspection. Note: This general visual Inspection does not include NDT of cabin windows. • Optional FAA 135 Regulation Log Research: A budgetary estimate to perform a FAA 135 Regulation Log Research is approximately $3,500. This FAA Part 135 Regulation Log Research is limited to the collection of pertinent parts tracking documents associated with Life-Limited or otherwise tracked serialized components, which are currently, installed on the aircraft from the aircraft historical records files supplied by the operator at time of aircraft input. Note: This research does not imply to include any requirements as to pertain to the physical condition of the aircraft in regards to FAA Part 135 Compliance. Page 4 of 12 This proposal is confidential between Gulfstream and the Customer. GAN/sme Return to Table of Contents GAC Rev. February 20. 2018 EFTA00796158  ID # 7050091 R00 I; iii,„;.:„„ I. Q,I' 21 September 2018 Gulfstream GIV Serial Number 1085 Wentworth Aero, Inc. PART I. Workscope Description (Continued) C. MECHANICAL (Continued) 1. Aircraft Records and Condition Survey (Continued) Aircraft Records and Condition Survey Report: • The report is a bound document and is divided into indexed sections. The format facilitates rapid access to desired information and highlights the major elements of the Survey. All findings and information yielded by this Survey will be provided in the report and on the related work order upon completion of the Survey. Two (2) copies of the signed report will be provided to the purchaser of the Survey when present at service center or a copy of report not signed can be provided in an electronic PDF format when intended buyer resides in a different country. One (1) copy of the discrepancies noted will be provided to the owner (additional report copies are available at $150/each). Copies will not be provided to any other party including the owner of the aircraft unless expressly authorized in writing by the purchaser of the Survey. Optional Services: • Gulfstream also offers a complete in-house detailing service for your Gulfstream aircraft. Our experienced team of professionals can perform any detailing service; from a dry wash of the aircraft exterior to shampooing and stain- treating carpets and furnishings. • Exterior services include washing of the aircraft (to include landing gear), waxing the aircraft with Aeroglaze, buff and polish of leading edge "bright work", and sanding to remove surface corrosion. An application of Teflon coating is also available to enhance the life of your paint as well as to reduce aircraft exterior cleaning time and costs. • Interior services include sanitizing galley and lavatories, re-corking of drawers, shampooing of carpets, re-oiling of leather, and an application of soil and stain repellent for the carpet and upholstery. 2. Aircraft Maintenance 2.1 APU Borescope Inspection $1,766 Accomplish APU borescope per the following CMP Codes: • 492301 APU GTCP 36-150(G) - Borescope (as applicable) • 494206 Igniter Plug (Left) GTCP36-150(G) - Removal / Installation Igniter Plug (Left) GTCP36-150(G) - Removal I Installation • 494207 Igniter Plug (Right) GTCP36-150(G) - Removal / Installation Note: Any discrepancies found during the inspection will be billed on a timeand materials basis. D. PAINT Not Requested Page 5 of 12 This proposal is confidential between Gulfstream and the Customer. GANismc Return to Table of Contents GAC Rev. February 20. 2018 EFTA00796159  ID # 7050091 ROO 21 September 2018 GIVST Gulfstream GIV Serial Number 1085 Wentworth Aero, Inc. PART II. Contingencies and Assumptions of Proposal Offer Unless expressly stated otherwise in writing, this proposal and the Workscope pricing information included in Part Workscope, ("Proposal") is based upon the following contingencies and assumptions associated with the activity and work required for the work scope defined in Part I Workscope ("Wort"). Additional charges for any Customer-approved Work ultimately performed on Gulfstream GIV aircraft, Serial Number 1085 ("Aircraft"), which is beyond the scope of this Proposal will be billed on a time and materials basis, except as otherwise expressly agreed in writing between the parties. The term Customer shall refer to Wentworth Aero, LLC. ("Customer") in this Proposal. A. ESTIMATED LEADTIME: This Proposal provides for leadtimes. Unlike downtime, which is expressed in working days as discussed below, leadtime is an estimate expressed in calendar days to allow for planning and scheduling of the Aircraft service visit. Leadtimes commence upon Gulfstream's receipt of Customers signed Proposal and material callout selections. Leadtimes may be addressed by other relevant contingencies set out in this Proposal. It is important to note that if an Aircraft is inducted prior to the running of the estimated leadtime, then a corresponding increase in downtime may occur. B. ESTIMATED DOWNTIME: This Proposal provides for downtime. Any downtime estimates included in this Proposal are based upon Gulfstream's general understanding of the time required to accomplish the work outlined in this Proposal. Said understanding is in tum based upon Customer satisfying any leadtime requirements. Estimated downtime may be adjusted depending on the final induction schedule and mutually agreed facility selected for completion of the Work. For the avoidance of doubt, any expression of downtime is only provided as an estimate. This estimate is not a contractual commitment by Gulfstream. Estimated downtime is stated in working days, defined as Monday through Friday, excluding applicable recognized local holidays. If additional Work is required beyond that specifically identified in this Proposal, then the estimated downtime may be extended by Gulfstream. Estimated downtime may increase or decrease depending upon the availability of the mutually agreed facility selected for completion of the Work. C. PRICING AND SCHEDULING TERMS: This Proposal is contingent on all Work being accomplished during a single coordinated maintenance visit. The quoted prices contained herein are valid (i) if the Proposal is signed and returned to Gulfstream within ninety (90) days of the date of the Proposal, and (ii) the Work is scheduled to be accomplished at a mutually agreeable facility and time within six (6) months from the date of this Proposal, unless otherwise noted, and within the same calendar year as the date of this Proposal. Gulfstream reserves the right to adjust the pricing in this Proposal if the foregoing conditions are not satisfied. Unless otherwise indicated on the face of this Proposal, any proposal for Work in a Gulfstream US facility is valid for each Gulfstream US facility. Proposals for work at any non-US Gulfstream facilities are specific and binding only as to the facility identified on the Proposal. Overtime: Gulfstream will not charge overtime for the Work required in this Proposal, unless there are (i) Discovered Discrepancies as addressed below, (ii) Changes documented on Work Change Requests (WCRs) as described below, or (iii) Customer requests to accelerate the estimated downtime for any Work. Customer must approve all overtime activity prior to Gulfstream performing and billing for overtime. Discovered Discrepancies: Except as specifically identified in PART I Workscope, this Proposal does not include repairs to the Aircraft resulting from discrepancies in the Aircraft (including without limitation corrosion) discovered during the performance of the agreed Workscope. All discovered discrepancies will be corrected upon request at additional charge and with additional downtime. This process is further described in the Changes ("WCRs") paragraph. Page 6 of 12 This proposal is confidential between Gulfstream and the Customer. GAN/smc Return to Table of Contents GAC Rev. February 20. 2018 EFTA00796160  ID # 7050091 ROO G SI' 21 September 2018 Gulfstream GIV Serial Number 1085 Wentworth Aero, Inc. PART II. Contingencies and Assumptions of Proposal Offer (Continued) C. PRICING AND SCHEDULING TERMS (Continued) Changes ("WCRs"): This Proposal is subject to further financial and schedule modification, which will be documented on work change requests ("WCRs") presented to the Customer for approval, if any of the following occurs: • Subsequent to the date of this Proposal, a relevant aviation regulatory authority or OEM (including Gulfstream) publishes any change in relevant technical documentation which affects the Workscope. • Additional billable work, which is not specifically delineated in the Workscope, is required to perform the quoted Workscope. This additional work may include by way of example relocation of existing aircraft equipment, beyond that already defined in the Workscope, due to space limitations. Consumables: There will be a 4.0% charge for consumables, to a maximum of $5,000, on all work orders containing labor revenue charges. This charge will be calculated based on the total labor revenue man-hours invoiced on the work order. Only invoices defined as "Road Trip Invoice" will be exempt from this charge. CFE, Drop Shipments and Handling Fees: Customer furnished parts or equipment ("CFE") and drop shipments made by the Customer to Gulfstream will be subject to a handling fee of 15% based on current manufacturer list price of the part or item furnished. The handling fee will not apply to parts originally purchased from Gulfstream. Proof of purchase from Gulfstream must be shown to waive the handling fee. Third Party Vendors: Any estimates given for vendor parts, materials, or services provided to Gulfstream by outside vendors, whether for repair, calibration, overhaul, exchange or the like, are subject to adjustment based upon the actual charges billed to Gulfstream by such outside entity. Excluded fees, taxes, etc.: All prices stated herein are exclusive of freight, fuel, flight costs, environmental fees, and/or any applicable taxes. Exchange Services — Retention of Removed Equipment: Any parts exchanged as part of the Workscope, and related price adjustments will be governed by Gulfstream's then current parts exchange program. Except as specifically identified in PART I Workscope, equipment removed as part of the Workscope will become the property of Gulfstream. PlaneParts© and Aircraft Ownership Service: Except as specifically identified in a PART I Workscope, this Proposal does not take into account any parts provided under Gulfstream's PlaneParts© Program or Aircraft Ownership Service. Please consult your Regional Sales Manager for more information on these Gulfstream service offerings. D. GENERAL CONTINGENCIES: Requirement for Customer Furnished Records: This Proposal is based upon the Aircraft being in the configuration, and containing the equipment, as indicated in Gulfstream CMP records and any records supplied by Customer to support this Proposal. This Proposal is also contingent upon the Customer supplying, upon induction or within leadtimes, all avionic, electrical, system, interior or structural drawings, diagrams, analysis and records, which accurately represent the current condition of the aircraft ("Customer Records"), as approved by the relevant aviation authority, and which are required by Gulfstream to conduct the Work. Any changes which are required to be made by Gulfstream to the Customer Records, or due to the inadequacy of the Customer Records, in connection with the Work, will be subject to additional charges. These additional charges will be documented pursuant to the Changes (1,NCRs") clause and subject to Customer approval. Page 7 of 12 This proposal is confidential between Gulfstream and the Customer. GAN (SIM Return to Table of Contents GAC Rev. February 20. 2018 EFTA00796161  ID # 7050091 ROO 21 September 2018 cc. GI\ SI' Gulfstream GIV Serial Number 1085 Wentworth Am, Inc. PART II. Contingencies and Assumptions of Proposal Offer (Continued) D. GENERAL CONTINGENCIES: (Continued) General Exceptions: Except as specifically identified in PART I Workscope: • Aircraft Preservation: This Proposal does not include any preservation tasks related to the Aircraft, its engines or systems. Customer is responsible for making certain that all specific preservation tasks related to the Aircraft, its engines or systems, which are required or may become required while the Aircraft is at Gulfstream's facility for the Workscope, are identified on the Work Order. • Certification Basis: All Work to be accomplished by Gulfstream under the Workscope, assumes the Aircraft is operated in compliance with FAR Part 91 or the equivalent not-for hire operating rules of the relevant aviation authority. • Non-standard Equipment: Gulfstream is not responsible for vendor to vendor incompatibilities which may be discovered during the course of the installation. • Manuals — Modifications: Changes to the Aircraft's Completion Center Maintenance Handbook (CCMH) or Cabin Operating Manual (COM) are not included as part of this Proposal. Should a modified CCMH or COM be requested by the Customer, it may be provided at additional charge. Any changes to the Aircraft's Minimum Equipment List (-MEL") are the Customer's responsibility and are not included herein. • Access, Closure, Removal and Replacement: Access and closure, removal and replacement required to perform the Workscope are not included as a part of this Proposal. Touch-Up Paint: For aircraft with standard Gulfstream paint schemes (one (1) base color and two (2) stripes), the sealing and touch-up (by brush) of panels is included in the Workscope. Aircraft with non-standard paint schemes will be subject to an additional charge for the additional time required to complete the paint touch-up. Unused Wiring: Any existing wiring or tubing made obsolete by the Work will be capped and stowed. Wiring or tubing removal, if requested by the Customer, will be at additional charge. Termination after acceptance of Proposal: Unless the Customer has specifically directed otherwise, once the Proposal is signed and returned to Gulfstream, and prior to the Workscope being scheduled in accordance with Section C Pricing and Scheduling Terms, this Proposal shall be binding upon Gulfstream as to the prices set forth herein. All preliminary engineering materials and components ordered to support the Workscope, any labor expended, any restock charges incurred, and any other direct costs supporting the Workscope are chargeable to the Customer if the proposed Workscope is thereafter canceled by the Customer. If materials or components cannot be returned to their respective vendor(s), Customer will be billed in full for these items. In such case, the materials and components become the property of the Customer. If the Work is rescheduled for a later arrival, these charges will be applied to the rescheduled visit, as appropriate. Confidentiality: This Proposal and any related documents are strictly confidential between Gulfstream and Customer and will not, without the prior written consent of the other party, be disclosed by either party, in whole or in part, to any third party except to such party's accountants, lawyers, and bankers, and Gulfstream's suppliers, provided such third parties agree to confidentiality as may be necessary for either party to carry out its obligations or enforce its rights pursuant to this Proposal. E. ADDENDUM TO PROPOSAL AND WORK AUTHORIZATION TERMS AND CONDITIONS Not Applicable Page 8 of 12 This proposal is confidential between Gulfstream and the Customer. GANisirc Return to Table of Contents GAC Rev. February 20. 2018 EFTA00796162  ID # 7050091 ROO (;100.3nrnam GNSP 21 September 2018 Gulfstream GIV Serial Number 1085 Wentworth Aero. Inc. PART III. Payment Terms and Remittance Instructions For customers with available credit, and except as set forth below, payment terms are net 30 days from date of invoice. Unless otherwise agreed in writing, for Work estimated to exceed One Hundred Thousand Dollars ($100,000.00) but less than Three Million Dollars ($3,000,000), Customer agrees to make progress payments on the following schedule: 50% of the estimated amount prior to commencement of Work on the Aircraft, and final payment of the remaining 50% 30 days from the date of final invoice. For Work estimated to exceed Three Million Dollars ($3,000,000), Customer agrees to make progress payments on the following schedule: 30% of the estimated amount prior to commencement of Work on the Aircraft, 30% at the midpoint of the Work as reasonably established by Gulfstream, 30% 30 days prior to the date of projected delivery as reasonably established by Gulfstream. Additional deposits may be required for long-lead or special purchased parts, which are not refundable, should the visit be cancelled or work scope changed to eliminate those items. Additional deposits may also be requested if there is a significant amount of growth in the scope of the Work, including significant material costs. If any portion of an invoice is disputed, then Customer shall nevertheless pay all undisputed amounts per this schedule. In any and all cases, Gulfstream shall not be required to release Customers Aircraft to depart if Customers total outstanding balance owed to the Gulfstream Parties exceeds the lesser of One Hundred Fifty Thousand ($150,000.00) or Customers available credit limit. All sums past due bear interest at the lesser of 1.5% per month, or the maximum rate allowable by law, plus reimbursement for attorney fees and other costs of collection. For customers without available credit, including those without open credit terms (cash in advance, cash on delivery, etc.), as additional items are added to the Work, additional progress payments may be required to continue Work on the Aircraft and all remaining outstanding balances must be paid prior to Aircraft departure. See the Work Authorization terms and conditions for further details on payment terms. Notwithstanding the foregoing, if Gulfstream has been requested to perform Alrcraft/Records and Condition Survey and/or other inspections associated with the Customer's due-diligence or appraisal inspection prior to closing of an aircraft sales transaction (together referred to as the "Pre-buy Survey") the following payment terms apply: Payment of fees and costs incurred for the Pre-Buy Survey are payable in advance of the inspection and/or any related activity being performed. Acceptable methods of payment related to the Pre-Buy Survey and supporting aircraft sales transactions include payment via wire transfer/ACH, certified check and Gulfstream accepted credit card. All costs incurred in remediation of discrepancies documented during the Pre-Buy Survey or required in conjunction with the supporting aircraft sales transaction are due immediately upon completion of the Pre-Buy Survey and all associated Work and prior to the departure of the aircraft. This Section III applies to all Customers, including those who have available credit. Prior to conducting any Pre-Buy Survey activities, the owner of the Aircraft subject to the activities must acknowledge its approval for the activities to occur, and its acceptance of the Pre-Buy Survey Work Authorization Addendum and hold harmless agreement and the payment terms above. Notwithstanding the Pre-Buy Survey payment terms above, Gulfstream maintains its right to assert a lien against the aircraft for any unpaid services to extent provided by applicable law. Remittance can be made to the following: CHECKS: WIRE TRANSFERS: Gulfstream Aerospace Corporation Gulfstream Aerospace Corporation M. Box 730349 JP Morgan Chase Bank, NA 14800 Frye Road 1 Bank One Plaza Ft. Worth, TX 76155 Chicago, IL 60670 Account No. 10-15825 (Overnight) Reference your Five (5) Digit Customer Number ()0(4000 Gulfstream Aerospace Corporation (Box #730349 Go JP Morgan Chase Bank, NA BANK IDENTIFIERS Dallas, TX 75373-0349 Fedwire Routing No. (ABA) 021 000 021 Attn: Dallas National Wholesale Lockbox TX1-0029 S.W.I.F.T CHASUS33 ACH Credit Routing No. (ABA) 071 000 013 Note: Please reference the Quote ID Number and one of the following (as applicable): e Invoice Number e Sales Order Number e Job or Work Order Number e Aircraft Serial or Registration Number e Customer Account Number Page 9 of 12 This proposal is confidential between Gulfstream and the Customer. GAN/smc Return to Table of Contents GAC Rev. February 20. 2018 EFTA00796163  ID # 7050091 ROD C;Iimovani INT-SP 21 September 2018 Gulfstream GIV Serial Number 1085 Wentworth Aero, Inc. PART IV. Executive Summary and Proposal Acceptance Please select items in Accept/Decline columns. Once an item is accepted, the amount will auto populate the total. (Please note that quoted dollars and downtime may vary based on concurrent work with accepted/declined items.) A. INTERIOR REFURBISHMENT (USD) Accept Decline B. AVIONICS / CABIN ELECTRONICS C. MECHANICAL rcraft Records and Condition Survey Lite Package - Aircraft Records and Condition Survey (ARCS) $26,500 'rcraft Maintenance a 2.1 I APU Borescope Inspection I $1,766 I I Ion D. PAINT OUOTED WORKSCOPE TOTAL BASED ON CUSTOMER ACCEPTED ITEMS 'Default value Is set to SO until Customer selections have been made above. $0 Schedule Planning Estimated Leadtime' Estimated Days 2 Calendar Days a 'This Proposal provides for leadfimes. Unlike downtime, which is expressed in working days as discussed below, leadtime is an estimate expressed in calendar days to allow for planning and scheduling of the Aircraft service visit. Leadtimes commence upon Gulfstream's receipt of Customer's signed Proposal and material callout selections. Leadtimes may be addressed by other relevant contingencies set out in this Proposal. It is important to note that if an Aircraft is inducted prior to the running of the estimated leadtime, then a corresponding increase in downtime may occur. Estimated Downtime2 10 - 12 Working Days 2The above downtime estimate is based upon Gulfstream's general understanding of the time required to accomplish the work outlined in this Proposal. Said understanding is in tum based upon Customer satisfying any leadtime requirements. Estimated downtime may be adjusted depending on the final induction schedule and mutually agreed facility selected for completion of the Work. For the avoidance of doubt, any expression of downtime is only provided as an estimate. This estimate is not a contractual commitment by Gulfstream. Estimated downtime is stated in working days, defined as Monday through Friday, excluding applicable recognized local holidays. If additional Work is required beyond that specifically identified in this Proposal, then the estimated downtime may be extended by Gulfstream. Estimated downtime may increase or decrease depending upon the availability of the mutually agreed facility selected for com etion of the Work. Page 10 of 12 This proposal is confidential between Gulfstream and the Customer. GANtsmc Return to Table of Contents GAC Rev. February 20. 2018 EFTA00796164  ID # 7050091 ROO 21 September 2018 GIVSP Gulfstream GIV Serial Number 1085 Wentworth Aero. Inc. PART IV. Executive Summary and Proposal Acceptance (Continued) Pricing contained in this proposal is valid for 90 days from the date of this proposal. For further details/definition, see Part II Section C or click here) Pricing Notes The Aircraft Records and Condition Survey is limited in scope, and Gulfstream cannot guarantee that this Survey will uncover all problems that exist with the inspected aircraft. Ultimately, the buyer must rely on their own judgment as to the aircraft value and the seller's warranty, if any, as to the aircraft's condition. For planning purposes, estimated material for the Aircraft Records and Condition Survey CMP package is approximately $7,000, and it does not include material required for clearing of any discrepancies. Page 11 of 12 This proposal is confidential between Gulfstream and the Customer. GANismc Return to Table of Contents CAC Rev. February 20. 2018 EFTA00796165  ID # 7050091 R00 I (-3,IN, s ) 21 September 2018 Gulfstream GIV Serial Number 1085 Wentworth Am, Inc. PART IV. Executive Summary and Proposal Acceptance (Continued) Upon acceptance of this Proposal, the prices and quotes stated herein (subject to all contingencies or other stated assumptions) constitute a formal Fixed Price Quote, which is included in Gulfstream's standard Work Authorization Agreement Terms and Conditions. Your acceptance of all or any portion of this Proposal confirms your acknowledgement that you have read and express agreement to be bound by these terms. This Proposal expressly incorporates by reference and is subject to Gulfstream's standard Work Authorization Agreement Terms and Conditions which are attached hereto as ATTACHMENT A. The Work Authorization, which will include a Work Order which details all items of Work to be accomplished during the service visit, including those items selected and documented by Customer from this Proposal, will constitute the agreement between the parties and will supersede this Proposal when executed by both parties. The Work Authorization will be signed at the Aircraft's induction into the agreed Gulfstream Service Center. IN WITNESS WHEREOF, the parties have caused this Proposal to be executed by their duly authorized representatives. Copies of a fully executed agreement, emailed between the parties will be effective as an original signed agreement. WENTWORTH AERO, INC. GULFSTREAM AEROSPACE CORPORATION ("Customer- ) ("Gulfstream") By: By: ersel Name: David Thompson Name: Patrick Saxon Title: Authorized Agent Title: Regional Sales Manager, Product Support Sales Date: Sept 26, 2018 Date: 21 September 2018 Please complete and return all pages of PART IV via fax (+1-912-963-0248) or email Page 12 of 12 This proposal is confidential between Gulfstream and the Customer. GANismc Return to Table of Contents GAD Rev. February 20. 2018 EFTA00796166  ATTACHMENT A WORK AUTHORIZATION AGREEMENT TERMS AND CONDITIONS 1. AGREEMENT. This Work Authorization Agreement, including documents incorporated by reference, (the "Agreement") identifies the services and materials (the "Work") to be provided by Gulfstream, its employees, agents. representatives, and contractors, (collectively "Gulfstream") to the aircraft identified on the first page of this Agreement (the "Aircraft") plus the associated terms and conditions of the Agreement. "Customer" means collectively the customer identified on the first page hereof, and all owners, operators. lessors, lessees and insurers of the Aircraft. "Gulfstream Parties" means Gulfstream. General Dynamics Corporation and each of their affiliates, including without limitation the Jet Aviation companies ("Jet Aviation"), and all such entities' employees, agents, representatives and contractors. This Agreement is the parties' entire agreement concerning the Work and replaces prior verbal or written agreements with respect thereto. This Agreement's terms and conditions (but excluding changes in the scope of the Work and overtime authorizations) may not be altered except by a writing that expressly references this Agreement and is signed by authorized representatives of both parties. 2. WORK CHANGES. Customer authorizes Gulfstream to expend labor and materials reasonably appropriate to the mutually agreed Work. Work changes (including requests for overtime) require mutual agreement of the parties. Customer's oral changes increasing the scope of the Work or approving overtime are binding (unless otherwise provided by law). Customer payment of the invoice for any additional Work item is customer acknowledgement that the additional item was mutually agreed upon as part of the Work. 3. PRICING. Except as otherwise specifically agreed between the parties in writing, all Work (including engineering services) performed under this Agreement is on a TIME AND MATERIALS BASIS unless expressly subject to a formal fixed-price quote signed by both Gulfstream and Customer. ESTIMATES OF EXPECTED HOURS/MATERIAL COSTS ARE NOT QUOTES AND ARE BILLED SOLELY ON A TIME AND MATERIALS BASIS. For time and materials Work: (a) labor (including engineering services) is billed according to the rates set forth in the Gulfstream Aircraft Services Rate Letter in effect as of the date the Work is performed: and (b) materials are billed according to Gulfstream's standard prices in effect on the date the material is used. Any incremental charge under Gulfstream's Component Exchanged Program will be billed by supplementary invoice. 4. PAYMENT TERMS. For customers with available credit, and except as set forth below, payment terms are net 30 days from date of invoice. Unless otherwise agreed in writing, for Work estimated to exceed One Hundred Thousand Dollars ($100,000.00) but less than Three Million Dollars ($3,000,000), Customer agrees to make progress payments on the following schedule: 50% of the estimated amount prior to commencement of Work on the Aircraft, and final payment of the remaining 50% 30 days from the date of final invoice. For Work estimated to exceed Three Million Dollars ($3,000,000). Customer agrees to make progress payments on the following schedule: 30% of the estimated amount prior to commencement of Work on the Aircraft. 30% at the midpoint of the Work as reasonably established by Gulfstream, 30% 30 days prior to the date of projected delivery as reasonably established by Gulfstream. Additional deposits may be required for long-lead or special purchased parts. which are not refundable, should the visit be cancelled or work scope changed to eliminate those items. Additional deposits may also be requested if there is a significant amount of growth in the scope of the Work, including significant material costs. If any portion of an invoice is disputed, then Customer shall nevertheless pay all undisputed amounts per this schedule. In any and all cases, Gulfstream shall not be required to release Customer's Aircraft to depart if Customer's total outstanding balance owed to the Gulfstream Parties exceeds the lesser of One Hundred Fifty Thousand ($150,000.00) or Customer's available credit limit. All sums past due bear interest at the lesser of 1.5% per month, or the maximum rate allowable by law, plus reimbursement for attorney fees and other costs of collection. For customers without available credit, including those without open credit terms (cash in advance, cash on delivery, etc.), as additional items are added to the Work, additional progress payments may be required to continue Work on the Aircraft and all remaining outstanding balances must be paid prior to Aircraft departure. 5. TAXES. Customer is responsible for all Federal. State, local and foreign taxes, fees, levies, penalties, excises. charges, surcharges. import and export charges and other duties and tariffs ("Taxes") applicable to the Work performed hereunder, the materials used or transportation (other than taxes on income of Gulfstream) and Customer shall indemnify and hold Gulfstream harmless wit