Exhibit
10.1


 





Confidential Information
has been omitted from this Agreement and filed separately with the Securities and Exchange Commission. Confidential treatment has
been requested with respect to this omitted information.




 


 


 


AGREEMENT


 


BETWEEN


 


AIRBUS
SAS


 


AND


 


AIRCOM
PACIFIC Inc.


 


FOR


 


AERKOMM®
K++


Band
system certification and installation


 


 


 


 


 


 


 


 




    	Turnkey Agreement
 AIRCOM ref CT1802797	April 2018
 Page 1/32



     


    

 


This
agreement (the “Agreement”), dated November 30, 2018 is made by and between


 


AIRBUS
SAS, a French société par actions simplifiée with a share capital EUR 3,285,789,00 with its registered
office at 2, rond-point Emile Dewoitine, 31700 Blagnac, France, registered with the Commercial and Companies Register of Toulouse
under number 383 474 814.


 


(Hereinafter
referred to as “Airbus”);


 


and


 


Aircom
Pacific, Inc., a Californian company created and existing under the laws of California, registered under the number C3715361,
with its head office at 44043 Fremont Blvd, Fremont, California 94560, USA (Hereinafter referred to as the “Customer”).


 


Hereafter,
Airbus and the Customer are referred to individually as the “Party” and collectively as the “Parties”.


 


WHEREAS


 


		(A)	Airbus
                                         is an aircraft manufacturer, having acquired knowledge, experience and expertise in the
                                         defining, designing, manufacturing, certification, sale and support of Airbus aircraft;



 


		(B)	the
                                         Customer, is an aircraft global connectivity solution provider, who supplied a AERKOMM®
                                         K++ system (the “System”);



 


		(C)	both
                                         Parties acknowledge being skilled in the aeronautical profession;



 


		(D)	the
                                         Parties signed a Non-Disclosure Agreement dated on September 28th, 2017 and referenced
                                         JS/CT1707107, in connection with the development of the Retrofit Solution, as this term
                                         is defined below in (E) (the “NDA”);



 


		(E)	the
                                         Customer selected Airbus to develop and to certify as per Airbus Design Organisation
                                         Approval (“DOA “) a complete solution allowing to install the System on Airbus
                                         single aisle aircraft family to the exclusion of the Airbus A318, and to apply for and
                                         obtain a Supplemental Type Certificate (the “STC”), from the relevant Airworthiness
                                         Authorities (as defined in below Clause 1), needed to carry out and certify the aircraft’s
                                         modification (the “Retrofit Solution”);



 


		(F)	the
                                         Customer and Airbus have discussed the embodiment of the Retrofit Solution on the Aircraft
                                         as this term is defined in Clause 1 below (the “Embodiment”);



 


		(G)	Airbus
                                         is willing to provide the Customer with the Retrofit Solution, the Embodiment and the
                                         flight test as further described in Article 4 (all together being the “Services”),
                                         to the Customer;



 


		(H)	the
                                         Parties signed a memorandum of understanding, referenced SA44CT1800984, dated on March
                                         7th 2018, (the “MOU”), to define, as a basis for negotiating such
                                         Agreement, the terms and conditions of supply of the Services by Airbus to the Customer;



 


		(I)	the
                                         MOU is a part integral of the Agreement;



 


		(J)	the
                                         Parties agree to enter into the Agreement to define the terms and conditions of supply
                                         by Airbus to the Customer of the Services;



 






    	Turnkey Agreement
 AIRCOM ref CT1802797	April 2018
 Page 2/32



     


    

 


NOW
THEREFORE, in consideration of the above, the Parties agree as follow:


 


		1.	DEFINITIONS
                                         AND GLOSSARY



 


		1.1.	Definitions



 


For
the purpose of the Agreement, capitalized terms used herein and not otherwise expressly defined in this Agreement shall have the
meaning assigned thereto in the MOU.


 





	“Additional Work”	means any activity which is not part of the Services and subject to an Additional Work Order. The scope and the price of Additional Work shall be mutually agreed between the Parties.
	 	 
	“Additional Work Order”	means the document describing any Additional Work to be performed on the Aircraft, in the form of Appendix D to this Agreement. It shall be signed by the Parties. 
	 	 
	“Aircraft”	means the Airbus Single Aisle head of version aircraft belonging to the Aircraft Owner and for which the Customer has received an authorisation to install the Retrofit Solution from the Aircraft Owner. Such Aircraft shall be compliant as per EASA airworthiness requirements.
	 	 
	“Aircraft Owner”	means Operator or Airline or any entity, which maintains title ownership of the Aircraft and of Additional Aircraft.
	 	 
	“Airworthiness Authorities”	means the governmental official authority having the jurisdiction to approve the aircraft design, manufacture and airworthiness.
	 	 
	“BFE”/“Buyer’s Furnished Equipment”	means new and/or used engines or components supplied by the Customer for the execution of the Agreement.
	 	 
	“Business Day(s)”	means a day, other than a Saturday or Sunday, on which business of the kind contemplated by this Agreement is carried on in France or, where used in relation to a payment, which is a day on which banks are open for business in France.
	 	 
	“CAAC”	means Civil Aviation Administration of China.
	 	 
	“Customer’s Input Data”	means the document gathering the data necessary for the performance of the Service in the form of Appendix H.
	 	 
	“EASA”	means European Aviation Safety Agency.
	 	 
	“EASA Part 145”	shall mean annex II of the commission regulation EU N° 1321/2014 and related EASA decision, as amended from time to time.
	 	 
	“FAA”	means the United States Federal Aviation Administration.
	 	 
	“Flight Test”	means a flight with a specific flight profile as agreed by Airbus and the Customer for the purpose of certifying that the Aircraft meets all applicable safety and performance requirements of the Aviation Authority. And subject to the signature by the Parties of a distinct and separate agreement.



 






    	Turnkey Agreement
 AIRCOM ref CT1802797	April 2018
 Page 3/32



     


    

 


	“ITCM”	means Initial Technical Meeting
	 	 
	“Known Aircraft Configuration”	means the configuration of the Aircraft at delivery by Airbus to the first customer and as modified by the successive owners and/or operators of the Aircraft and/or their respective subcontractors, provided those modifications have been formally notified to Airbus upon their embodiment.
	 	 
	“Location”	means the location where the Embodiment will be performed in Airbus’ and or its subcontractor’s facilities in Europe, which shall be communicated by Airbus to the Customer at least one (1) month before the start of the Embodiment. 




 


		1.2.	Glossary



 


	AAP
	Additional
    Attendant Panel 
	A/C
    	Aircraft
    
	ACP
    	Area
    Call Panel 
	ADIRS
    	Air
    Data Inertial Reference System 
	ADIRU
    	Air
    Data / Inertial Reference Unit 
	AES
    	Aircraft
    Earth Station 
	AIP
    	Attendant
    Indication Panel 
	APM
    	Airplane
    Personality Module 
	ASA
    	Above
    Service Altitude 
	CAM
    	Cabin
    Assignment Module 
	C/B
    	Circuit
    Breaker 
	CBMU
    	Circuit
    Breaker Monitoring Unit 
	DSI
    	Discrete
    Input 
	DSO
    	Discrete
    Output 
	Eth
    	Ethernet
    
	FAP
    	Flight
    Attendant Panel 
	FMA
    	Fuselage
    Mounted Antenna 
	GES
    	Ground
    Earth Station 
	GNSS
    	Global
    Navigation Satellite System 
	HBCS
    	High
    Bandwidth Connectivity System 
	HPA
    	High-Power
    Amplifier 
	IF
    	Intermediate
    Frequency 
	IMU
    	Inertial
    Measurement Unit 
	INS
    	Inertial
    Navigation System 
	IO
    	Input/Output
    
	IRS
    	Inertial
    Reference System 
	IRU
    	Inertial
    Reference Unit 
	KANDU
    	Ka-band
    Aircraft Data Network Unit 
	KRFU
    	Ka-band
    Radio Frequency Unit 
	L/H
    	Left-hand
    
	LRU
    	Line
    Replaceable Unit
	MCDU
    	Multipurpose
    Control & Display Unit 
	ModMan
    	Modem
    Manager 
	N/A
    	Not
    applicable 



 






    	Turnkey Agreement
 AIRCOM ref CT1802797	April 2018
 Page 4/32



     


    

 


	OAE
    	Outside
    Aircraft Equipments 
	ORT
    	Owner
    Requirements Table 
	P/B
    	Push-Button
    
	PF
    	Power
    Factor 
	PODD
    	Passenger
    Owned Device Domain 
	R/H
    	Right-hand
    
	SB	Service
    Bulletin
	SDCU
    	Smoke
    Detection Control Unit 
	SNMP
    	Simple
    Network Management Protocol 
	STC
    	Supplemental
    Type Certificate 
	SW
    	Software
    
	TRS
    	Technical
    Repercussion Sheet 
	WAP
    	Wireless
    Access Point 
	WoW
    	Weight
    on Wheels
	 	 


 


		2.	SCOPE



 


The
scope of the Agreement is to define the general understandings of the Parties with regard to the supply by Airbus to the Customer
of the Services (as further defined in below Article 4)


 


		3.	PREREQUISITES



 


The
supply of the Services by Airbus to the Customer shall be subject to the prior provision by the Customer of:


 


		●	An
                                         insurance certificate compliant with Airbus’ insurance requirements as mentioned
                                         in the GTCS;
		●	A
                                         work order duly signed by a representative of the Customer;
		●	A
                                         purchase order (the “Purchase Order”) fully compliant with the GTCS requirements.
		●	Any
                                         necessary Buyer’s Furnished Equipment at least one (1) month before the start of
                                         the Embodiment



 


		4.	DESCRIPTION
                                         OF THE SERVICES



 


Airbus
undertakes to provide the Customer with the Services including:


 


		4.1.	The
                                         Retrofit Solution:



 


Airbus
undertakes to provide the Customer with the Retrofit Solution which includes service bulletin (SB) and the material kits (the
“Kits”) (as further described in Appendix A hereto). The Retrofit Solution also includes the update of technical and
operating manuals pertaining to the Aircraft and provision of aircraft configuration control.


 


The
Retrofit Solution defined by Airbus is based on the aircraft pre-modification configuration as known to Airbus (first Aircraft
delivery configuration and/or modified by the reported incorporation of Airbus SB and/or the relevant engineering order).


 


Airbus
shall not be held liable towards the Customer for any consequence (including but not limited to delays) in relation with any modifications
performed by the Customer and /or the Aircraft Owner or any other entity on the Aircraft. Any such deviations or modifications
may result in additional costs for which the Customer shall be solely responsible.


 






    	Turnkey Agreement
 AIRCOM ref CT1802797	April 2018
 Page 5/32



     


    

 







Certification
of the Retrofit Solution:


 


It
is understood between the Parties that:


 


a.       The
approval of the Retrofit Solution by the EASA and by the FAA, will be under Airbus’ responsibility.


 


b.       The
approval of the Retrofit Solution by Airworthiness Authorities, others than the EASA and the FAA, shall remain at all times solely
under the Customer’s responsibility. Nevertheless Airbus, undertakes to provide an advisory assistance, upon request of
the Customer, for the purpose of requesting the CAAC certification of the Retrofit Solution.


 


		4.2.	The
                                         Embodiment:



 


Airbus
undertakes to perform the Embodiment as described in Appendix B hereto.


 


Airbus
has the right to subcontract the Embodiment in whole or in part. In such case, the subcontractor’s work shall be managed
and performed under the supervision of Airbus and Airbus shall remain liable for the work performed by any of its subcontractors.


 


The
subcontractor shall be an approved organisation under EASA PART 145 requirements.


 


The
Embodiment service defined by Airbus is based on the Known Aircraft Configuration. Airbus shall not be held liable towards the
Customer for any consequence (including but not limited to delays) of any deviations to the Known Aircraft Configuration, as a
result of any modifications and/or repairs performed by the Customer, the previous Aircraft owners and/or operators and/or their
respective subcontractors on the Aircraft and not formally notified to Airbus upon their embodiment or not compliant with Airbus
service bulletins.


 


Should
modifications and/or repairs not be covered by an Airbus service bulletin, the Customer undertakes to provide Airbus with all
necessary engineering documents approved by the Competent Airworthiness Authority. The formal approval of said modifications or
repairs shall remain at all times under the Customer’s sole responsibility.


 


Any
revision of the Aircraft technical publications shall remain under the responsibility of the Customer and, in no event, shall
be deemed to be part of the Work and/or Additional Work.


 


		4.3.	Flight
                                         Test



 


Upon
request by the Competent Airworthiness Authority, Airbus shall perform a flight test, if necessary, and limited to one (1). Should
a flight test be required, such flight test shall be subject to the signature by the Parties of a separate and distinct agreement
and shall be performed over the European Union flying area.


 






    	Turnkey Agreement
 AIRCOM ref CT1802797	April 2018
 Page 6/32



     


    

 


		5.	DELIVERY
                                         OF THE SERVICES



 


Provided
that:


 


		i.	all
                                         pre-requisites set forth in clause 3. have been satisfied and,
	 	 	 



		ii.	the
                                         Aircraft is available at the Location at least one (1) Business Day before the start
                                         of the Embodiment and,
	 	 	 



		iii.	Payments
                                         of the invoices corresponding to the first instalment (commitment fee) and to the ITCM
                                         milestone are made in accordance with the Appendix F “invoicing schedule”;



 


Airbus
shall provide the Services to the Customer as from the validation of the ITCM for a twelve (12) months period.


 


		6.	TERMINATION
                                         FOR DEFAULT OF A PARTY



 


Either
Party may terminate this Agreement:


 


		(i)	if
                                         the other Party discontinues its business, becomes insolvent or goes into liquidation
                                         or files for protection from its creditors under any applicable law relating to bankruptcy
                                         or insolvency or if any analogous event in any jurisdiction shall take place;



 


		(ii)	if
                                         the other Party fails to perform any one or more of its obligations under this Agreement
                                         and does not remedy the situation within sixty (60) days after the receipt of written
                                         notice sent by registered mail by the other Party specifying the breach and making reference
                                         to the provisions of this Clause of the Agreement.



 


In
such cases, the non-defaulting Party shall, without incurring any liability whatsoever, have the right to terminate the Agreement
in whole or in part by giving a thirty (30) days written notice of termination to the other Party to that effect by registered
mail, without prejudice to the rights of the Party which terminates the Agreement to claim damages and any other remedies which
it may have at law and/or under the Agreement.


 


		7.	COMMERCIAL
                                         CONDITIONS



 


		7.1.	General
                                         terms



 


The
price here below mentioned is:


 


		-	Expressed
                                         in United States Dollars (USD),



		-	Economic
                                         Conditions 2018,



		-	Based
                                         on the Known Aircraft Configuration.



 


		7.2.	Prices



 


The
price to be paid by the Customer to Airbus for the Services amounts to **CONFIDENTIAL INFORMATION - REDACTED**1
(the “Price”)


 


The
Price excludes:


 


		-	All
                                         expenses for fuel, oil and landing fees in connection with the Embodiment and/or additional
                                         work subject to this Agreement, if any, such additional work shall be defined in the
                                         additional work order (in Appendix D) and shall be mutually agreed between the Parties.






		-	Any
                                         pre-modification requirements that shall be subject to a separate agreement.



		-	Customs,
                                         taxes and fees (except taxes levied on the net income of Airbus) which shall be borne
                                         by the Customer, if any.



 



 








 






1
Confidential Information has been omitted from this Agreement and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to this omitted information.




 






    	Turnkey Agreement
 AIRCOM ref CT1802797	April 2018
 Page 7/32



     


    

 


The
Price to be paid by the Customer for any additional Airbus Single Aisle aircraft will be subject to a separate agreement.


 


		8.	INVOICING
                                         AND PAYMENT TERMS



 


		8.1.	Commitment
                                         fee



 


The
non-refundable commitment fee of **CONFIDENTIAL INFORMATION - REDACTED**2 received by Airbus from the Customer
(the “Commitment Fee”) in accordance with the terms of the memorandum of understanding referenced SA44CT1800984 and
signed between the Parties on March 7th 2018 (the “MOU”) shall constitute an instalment in respect of the
Price. This instalment shall be deducted from the first payment milestone as detailed in the invoicing schedule (in Appendix F)


 


The
Customer acknowledges that any delay in the settlement of the Commitment Fee may delay the delivery of the Services at any other
dates defined and notified by Airbus to the Customer.


 


		8.2.	Price



 


The
Price shall be invoiced in accordance with the invoicing schedule as detailed in Appendix F here attached.


 


In
case of delay of the Customer in providing the BFE qualification documents, if any, on due date, which cause a delay in the Retrofit
Solution, Airbus shall be entitled to invoice ninety percent (90%) of the Service Price at the dates set forth in Appendix H.


 


Payment
shall be made in accordance with the terms and conditions of the Airbus “General Terms and Conditions of Supply” (GTCS)
as attached in Appendix G.


 


Payment
shall be made to the account of Airbus with:


 


Or
otherwise directed by Airbus.


 


		9.	CONFIDENTIALITY



 


This
Agreement is considered to be confidential between the Customer and Airbus. The Customer shall not disclose it or part of it to
any third party without the prior written consent of Airbus.


 


This
Agreement shall be governed by the NDA (as such term is defined in the “Whereas”).


 


 





 



2
Confidential Information has been omitted from this Agreement and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.


 






    	Turnkey Agreement
 AIRCOM ref CT1802797	April 2018
 Page 8/32



     


    

 


		10.	GENERAL
                                         TERMS AND CONDITIONS OF SUPPLY



 


The
supply of the Services is subject to Airbus General Terms and Conditions of Supply (the “GTCS”), , except
that, to the extent that any provision of the GTCS conflicts with any term of this Agreement, this Agreement shall
prevail.


 


The
Customer acknowledges having read and understandood the GTCS.


 


		11.	ENTRY
                                         INTO FORCE



 


The
Agreement shall enter into force cumulatively, i) upon the last signature of the Agreement, by duly authorised representatives
of each Party and ii) upon receipt by Airbus of the Purchase Order.


 


		12.	ORDER
                                         OF PRECEDENCE



 


In
the event of any conflict between the following documents, the order of precedence between them shall be:


 


		●	The
                                         Purchase Order
		●	The
                                         Agreement;
		●	The
                                         GTCS;
		●	Other
                                         documents mentioned under this Agreement.



 


		13.	COUNTERPARTS



 


This
Agreement may be executed by the parties hereto in in two (2) separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute but one and the same instrument.


 




    	Turnkey Agreement
 AIRCOM ref CT1802797	April 2018
 Page 9/32



     


    

 


IN
WITNESS WHEREOF, each of the Parties have caused this Agreement to be executed by their duly authorized signatories as of the
date first above written:


 





	For Aircom Pacific, Inc.	 	For AIRBUS S.A.S.
	 	 	 	 	 
	Name: 	 	 	Name: 	 
	 	 	 	 	 
	Title:	 	 	Title:	 
	 	 	 	 	 
	Signature:	 	 	Signature:	 
	 	 	 	 	 
	 	 	 	For AIRBUS S.A.S.
	 	 	 	 	 
	 	 	 	Name: 	 
	 	 	 	 	 
	 	 	 	Title:	 
	 	 	 	 	 
	 	 	 	Signature:	 




 




    	Turnkey Agreement
 AIRCOM ref CT1802797	April 2018
 Page 10/32



     


    

 


APPENDIX
A


 


GENERAL
DESCRIPTION OF THE RETROFIT SOLUTION


 


		1	AIRCRAFT
                                         INVOLVED



 


Aircraft
MSN: To be identified before the ITCM validation.


 


		2.	RETROFIT
                                         SOLUTION DESCRIPTION



 


Airbus
will develop a complete solution allowing to install the System on the Aircraft and to apply for and obtain a Supplemental Type
Certificate (the “STC”), from the relevant Airworthiness Authorities (the EASA and the FAA) needed to carry out and
certify the System installation on Airbus Single Aisle Aircraft family to the exclusion of the Airbus A318 aircraft.


 


The
Parties agree that the System compatibility with the Aircraft type certificate requirements, explicitly including OAE mass, shall
be solely determined by Airbus.


 


In
the event that Airbus identifies one or several incompatibilities between the System and the Aircraft type certificate requirements:


 


		●	all
                                         work resulting from the non-compliance of the FMA’s interface loads leading to structural
                                         reinforcements shall be treated as Additional Work and such non-compliance shall result
                                         in a revision of the various time frames mentioned below;



 


		●	The
                                         Customer shall be responsible for the architecture and performance, as defined in the
                                         appropriate product specifications of the System;



 


		●	the
                                         Services shall be provided using Airbus standard electrical wiring approved for use on
                                         the Single Aisle Aircraft;



 


		●	the
                                         following LRU shall be provided by The Customer to AIRBUS at no cost: KANDU, KRFU, MODMAN,
                                         FMA, router and associated WAP, APM, WIFI antenna, GPS antenna;



 


		●	any
                                         additional Customer’s LRU qualifications tests or bird strike tests required by
                                         Airbus or by the relevant Airworthiness Authorities is excluded from the Services and
                                         shall be performed under the Customer responsibility;



 


The
Customer fully understands and acknowledges that the supply of the Service by Airbus to the Customer is subject to the prior receipt
by Airbus of the Customer’s Input Data, as detailed in Appendix H. Additional or deleted tasks to be performed by Airbus
will be confirmed between the Parties during and no later than the ITCM and will be documented in the work sharing document included
hereafter in Appendix H “Customer’s Input Data follow-up”.


 


Should
the Customer fail to comply with these obligations, Airbus shall have no liability whatsoever for the related non-performance
and/or improper performance and/or delayed performance of the Services. Furthermore, should such late or imperfect delivery of
the Customer’s Input Data result in additional costs for Airbus, such additional costs shall be borne by the Customer.


 






    	Turnkey Agreement
 AIRCOM ref CT1802797	April 2018
 Page 11/32



     


    

 


i.
SB


 


	 	SB	Title
	 	53-XXXX	Structural
    provision ARINC 791
	 	44-XXXX	System
    provision for AERKOMM® K++
	 	44-XXXX	Radome
    and adapter plate installation
	 	44-XXXX	Equipment
    installation and activation
	 	XX-XXXX	STC


 


ii.
SFE and/or the Kits


 


The
kits shall be provided by Airbus in the quantities as per SB requirements and shall include the following:


 


		●	Structural
parts, brackets, mounts, racks, clamps,
		●	Wire
harnesses (including coax cable) with associated connectors, breakers, as required,
		●	All
power supplies components,
		●	Routing
and clamping hardware as required,
		●	Placards
as required.



 


iii.
BFE


 


The
BFE shall be provided by the Customer and shall include the following:


 


		●	Radome
with associated adapter plate and skirt
		●	Antenna
		●	KANDU
		●	KRFU
		●	Modman
		●	APM
		●	Wiring
Interface
		●	Router
		●	WAP
		●	Wifi
antenna



 


3       PRE-MODIFICATION
CONFIGURATION


 


The
Retrofit Solution is based the Known Aircraft Configuration below detailed.


 


4       PREREQUISITE


 


**CONFIDENTIAL
INFORMATION – REDACTED**3


 


 





 






3 Confidential Information has
been omitted from this Agreement and filed separately with the Securities and Exchange Commission. Confidential treatment has
been requested with respect to this omitted information.


 




    	Turnkey Agreement
 AIRCOM ref CT1802797	April 2018
 Page 12/32



     


    

 


APPENDIX
B


 


DESCRIPTION
OF THE EMBODIMENT SERVICE


 


The
following technical description provides guideline for AERKOMM® K++ Band installation on an Airbus A319. Such description
shall not be considered as a SB and may be subject to modification according to aircraft configuration.


 


		1.	DESCRIPTION



 


**CONFIDENTIAL
INFORMATION - REDACTED**4


 


		1.1.	Structural
                                         System provision



 


Airbus
shall install the infrastructure for the system-/equipment installation in the SA cabin as per below scope.


 


**CONFIDENTIAL
INFORMATION – REDACTED**4


 


		1.2.	KANDU
                                         (Ka-band Aircraft Networking Data Unit)



 


The
KANDU provides power to the satellite antenna and uses aircraft navigation data to control its movement.


 


**CONFIDENTIAL
INFORMATION – REDACTED**4


Only
environmental cooling is needed for the KANDU. A clearance of 2” over it shall be allowed for it.


The
KANDU is required to be flames and smoke self-containing, thus no extra smoke detection device is needed for it.


**CONFIDENTIAL
INFORMATION – REDACTED**4


 


KANDU
(Picture for reference)                                   Fig 2 (Picture for reference)


 


		1.3.	ModMan
                                         (Modem Manager)



 


The
MODMAN is the device used to host the modem, which converts the satellite data stream.


**CONFIDENTIAL
INFORMATION – REDACTED**4


Only
environmental cooling is needed for the MODMAN, A clearance of 2” over it shall be allowed for it.


The
MODMAN is required to be flames and smoke self-containing, thus no extra smoke detection device is needed for it.


 


**CONFIDENTIAL
INFORMATION – REDACTED**4


 


Picture
for reference


 


 





 






4 Confidential
Information has been omitted from this Agreement and filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to this omitted information.


 






    	Turnkey Agreement
 AIRCOM ref CT1802797	April 2018
 Page 13/32



     


    

 


		1.4.	KRFU



 


The
KRFU converts frequencies from the modem to prepare for transmission to the satellite


 


**CONFIDENTIAL
INFORMATION – REDACTED**5


Only
environmental cooling is needed for the MODMAN, A clearance of 2” over it shall be allowed for it.


 


**CONFIDENTIAL
INFORMATION – REDACTED**5


 


Picture
for reference


 


		1.5.	Antenna
                                         and Radome



 


The
Ka antenna which consists of two large aperture phased-array antennas, transmits data to and from the aircraft


**CONFIDENTIAL
INFORMATION – REDACTED**5


 


This
modification describes the installation of external provisions as well adapter plate with Radom for a KA-Band antenna.


 


**CONFIDENTIAL
INFORMATION – REDACTED**5


 


		1.6.	Power



 


The
electrical power for the KANDU, ModMan and KRFU obtain power from 2000VU.


 


		1.7.	Ditching
                                         switch



 


This
discrete is used to automatically inhibit transmissions during de-icing flight phase. At this phase flight crew is requested to
close all outside air inlets for the cabin to prevent deicing fluid ingestion in the air system. This is done using the ditching
switch. After deicing the switch is returned to normal operative position by the flight crew.


 


 





 






5 Confidential
Information has been omitted from this Agreement and filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to this omitted information.


 






    	Turnkey Agreement
 AIRCOM ref CT1802797	April 2018
 Page 14/32



     


    

 


The
discrete signal is collected from the corresponding switch in ICP (see figure below) via two relays at 103VU (see interconnection
diagram) and is routed to the “Tx Control” discrete input port at the KANDU.


 





 


		1.8.	Weight
                                         on Wheels (WoW)



 


The
ModMan is linked to Landing Gear through the LGCIU2.


 


		1.9.	IRS
                                         data



 


A
direct link to an ADIRU provides the Ka with the IRS data needed to steer the antenna in order to aim the satellite for any A/C
geographical position and flying attitude. This data come from ADIRU3 via an ARINC 429 bus. The selected route (2M) is the IR
bus 4 of ADIRU 3.


 


		2.	Ka
                                         BAND AND EQUIPMENT INSTALLATION



 


		●	**
                                         CONFIDENTIAL INFORMATION - REDACTD**6



 


		2.1.	Scope
                                         of the modification



 


The
Scope of Change is built for answering the Customer’s request for an implementation of a high band width connectivity suite
using AERKOMM® K++ Aircompac architecture (Ka band) as follow:


 


		●	Install
                                         the future high broadband connectivity/entertainment system from Aircompax using a KA
                                         band satellite constellation.



		●	Install
                                         a complete cabin wireless connection system using WiFi protocol.



 


The
modification leads to:


 


		●	Install
                                         structural provision Arinc791



		●	Install
                                         structural fittings and equipment base plate,



		●	Install
                                         Fuselage Mount Antenna (FMA - **CONFIDENTIAL INFORMATION - REDACTED**6),



		●	Install
                                         the skirt and the radome,



		●	Install
                                         electrical provisions from external LRU to the fuselage feedthrough,



		●	Intall
                                         electrical and mechanical provisions,



 


 





 



6 Confidential
Information has been omitted from this Agreement and filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to this omitted information. 


 






    	Turnkey Agreement
 AIRCOM ref CT1802797	April 2018
 Page 15/32



     


    

 


		●	Install
                                         a KRFU (**CONFIDENTIAL INFORMATION - REDACTED**[7]),



		●	Install
                                         an KANDU (**CONFIDENTIAL INFORMATION - REDACTED**7),



		●	Install
                                         a MODMAN (**CONFIDENTIAL INFORMATION - REDACTED**7),



		●	Install
                                         a Server / Router (**CONFIDENTIAL INFORMATION - REDACTED**7)



		●	Install
                                         two Wireless Access Points 802.11 a/b/g/n/ac (cWAP) equipped with inside antennas,



		●	Install
                                         a On/Off switch and a reset pushbutton.



 


A
cabin router from **CONFIDENTIAL INFORMATION - REDACTED**7


 


		2.2.	Installation
                                         Kit



 


The
kit(s) supplied by Airbus shall include the following:


 


**CONFIDENTIAL
INFORMATION – REDACTED**7


 


		Certification	



 


All
parts & equipment will be covered by appropriate certificates (EASA Form1), except for equipment delivered with FAA 8130-3Form.


 


		2.3.	EMI
                                         Tests



 


The
Ka Satcom System tests (including functional tests, EMI and T-Ped) shall be performed by Airbus.


 


		3.	ADDITIONAL
                                         WORK



 


Any
required activity which is not part of the Embodiment service shall be subject to an Additional Work Order as per Appendix D hereto
(the “Additional Work Order”). The scope and the price of Additional Work shall be mutually agreed between the Parties.


 


The
Additional Work shall be performed by Airbus and/or its subcontractors in accordance with EASA Part 145 regulation.


 


The
Supplementary Type Certificate (the “STC”) may be required to be validated by the Airworthiness Authorities of the
country of registration chosen by the Customer other than the EASA or FAA. In such case, Part 145 organization in charge of the
Work will perform the task, but additional work (if any is identified jointly by the Part 145 organization and Airbus) required
for this STC validation shall be covered by the Customer via Additional Work.


 


In
the event an acceptance and/or ferry flight requiring an Airbus crew is needed, such flights shall not be considered as Additional
Work and shall be subject to the signature of a specific and distinct agreement by the Parties.


 


 





 



7 Confidential
Information has been omitted from this Agreement and filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to this omitted information.


 






    	Turnkey Agreement
 AIRCOM ref CT1802797	April 2018
 Page 16/32



     


    

 


		4.	CUSTOMER’S
                                         OBLIGATIONS



 


		4.1.	The
                                         Customer shall be responsible for obtaining the approval of the Aircraft Owner for the
                                         performance of the Embodiment and/or the Additional Work, and shall indemnify and keep
                                         Airbus harmless from all consequences of any non-approval by the Aircraft Owner of the
                                         Embodiment and/or Additional Work.



 


		4.2.	The
                                         Customer shall carry out any custom clearance activity related to the Embodiment and/or
                                         Additional Work and Airbus shall not be held liable for any delay in the performance
                                         of the Embodiment and/or Additional Work related to said custom clearance activity.



 


		4.3.	In
                                         the event tools and/or tooling are sent by Airbus and/or its subcontractors to the Location
                                         and upon completion of the Embodiment and/or Additional Work, the Customer shall obtain
                                         the customs clearance of said tools and/or tooling within seven (7) days after Airbus
                                         has packed such tools and/or tooling.



 


		4.4.	The
                                         Customer shall inform Airbus that such tools and/or tooling are available for return
                                         shipment to a location specified by Airbus, as soon as the customs have been cleared
                                         by the Customer and the Customer shall organise such shipment.



 


		4.5.	Should
                                         the Customer fail to comply with the obligations mentioned in Clause 4.2. and 4.3. above
                                         in due time, Airbus reserves the right to charge the Customer for any related costs and
                                         expenses incurred by Airbus in relation with said relevant non-compliance.



 


		4.6.	The
                                         Customer shall provide to Airbus and/or its subcontractors as the case may be, the following:



 


		●	all
                                         up to date documentation relating to the Aircraft, which is necessary for the performance
                                         of the Service (such as, but not limited to configuration and maintenance history);



 


		●	any
                                         equipment, upon Airbus’ request, which might be necessary to replace defective
                                         units and/or be required for the Aircraft and, if any equipment has been removed by the
                                         Customer for maintenance, repair or overhaul, return such equipment to enable the functional
                                         testing, if any.



 


		●	any
                                         such equipment provided and/or returned by the Customer shall be serviceable and accompanied
                                         by an authorized release certificate;



 


		●	any
                                         necessary equipment which are not to be supplied by Airbus (serviceable, accompanied
                                         by an authorized release certificate). Such equipment must be delivered on dock at the
                                         Location no later than five (5) business days before the start of the Embodiment service.



 


		4.7.	The
                                         Customer shall remain responsible for all flights management in terms of territory overflight
                                         clearances, flight permits and pilots. This responsibility concerns the flights to and
                                         from the place where the Service is scheduled, and any ferry and/or acceptance flight
                                         needed after completion of the Service.



 


		4.8.	The
                                         Customer shall comply with any applicable regulations at the Location site including
                                         but not limited to health, safety, security, and environment and internal regulations
                                         as specified in Airbus prevention plan communicated by Airbus in due time. Should the
                                         Customer fail to comply with said regulations, the provisions of Clause 5 hereto shall
                                         apply.



 


		5.	RIGHT
TO STOP THE EMBODIMENT SERVICE



 


		5.1.	Airbus
                                         shall not be required to commence or continue the Embodiment and/or the Additional Work
                                         at the Location during any period, and Airbus reserves the right at its sole discretion
                                         (i) to recall its personnel on site and re-export all its material and tools or (ii)
                                         to suspend the performance of its obligations under this Agreement or (iii) to terminate
                                         this Agreement, without incurring any liability whatsoever in respect of such termination
                                         or suspension when :



 


		●	there
                                         is a labor dispute or stoppage in progress or work stoppage, and/or






		●	there
                                         exists in Airbus view war or warlike or terrorist operations, riot or insurrection in
                                         the country of the Location or any other situation which possibly poses a threat of injury
                                         or death to Airbus personnel, or which endangers the health of such personnel, and/or



		●	there
                                         exists in Airbus view a potential risks for the Airbus personnel assigned to the performance
                                         of the Embodiment and/or Additional Work in respect of the health, safety, security,
                                         and environment requirements.



 



    	Turnkey Agreement
 AIRCOM ref CT1802797	April 2018
 Page 17/32



     


    

 


		5.2.	In
                                         case the Agreement is suspended, the Parties shall agree on the date and conditions under
                                         which the performance of the Agreement shall be resumed and Airbus reserves the right
                                         to invoice the Embodiment and/or Additional Work performed until said suspension.



 


		5.3.	In
                                         case the Agreement is terminated, Airbus’ obligations shall then be limited to
                                         the Embodiment and Additional Work completed up to the date of said termination. The
                                         Customer’s obligations shall be limited to the payment of the Embodiment and Additional
                                         Work completed or in progress at the date of such termination.



 


		5.4.	In
                                         case Airbus and/or its subcontractor(s) is/are not able to perform the Embodiment and/or
                                         Additional Work due to causes exterior to Airbus and/or its subcontractor(s) or to circumstances
                                         attributable to the Customer, the Customer shall keep Airbus informed as soon as possible
                                         of and agree with Airbus on the date as from which Airbus or its subcontractor(s), will
                                         be able to resume the performance of the Embodiment and/or Additional Work.



 


		5.5.	The
                                         Customer shall indemnify and keep Airbus harmless from any and all consequences of the
                                         non-performance incurred by Airbus and Airbus reserves the right to invoice the corresponding
                                         costs and expenses, in accordance with the Article 8 of the Agreement.



 


		6.	TITLE
AND RISK OF LOSS



 


		6.1.	Title
                                         to and risk of loss of the Head of Version Aircraft and all parts, materials and equipment
                                         removed from the Head of Version Aircraft and all parts, materials, equipment, tools
                                         and tooling provided by the Customer shall remain with the Customer.



 


		6.2.	Title
                                         to all parts, materials and equipment furnished by Airbus shall remain with Airbus except
                                         that, upon payment to Airbus, title to those parts, materials and equipment actually
                                         used for the Embodiment and/or Additional Work shall pass to the Customer.



 


		6.3.	Risk
                                         of loss of all parts, materials and equipment furnished by Airbus to be used in the Work
                                         and/or Additional Work shall remain with Airbus until installation on the Aircraft.



 


		6.4.	Title
                                         to and risk of loss of all tools and tooling provided by Airbus shall remain with Airbus
                                         at all times.



 


		7.	REPORTS
AND CERTIFICATES



 


The
continuing airworthiness of the Head of Version Aircraft shall be under the Aircraft Owner’s sole responsibility in compliance
with the regulations applicable to the Aircraft Owner’s Competent Airworthiness Authority.


 


		7.1.	Incoming
                                         Inspection Report



 


Airbus
and the Customer shall sign, before the start of the Embodiment service, an Incoming Inspection Report evidencing the inspection
performed on the Head of Version Aircraft.


 






    	Turnkey Agreement
 AIRCOM ref CT1802797	April 2018
 Page 18/32



     


    

 


		7.2.	Certificate
                                         of Release to Service



 


To
evidence the completion of the Embodiment and Additional Work, if any, Airbus or its subcontractors as the case may be, will hand
over a signed aircraft Certificate of Release to Service for the Embodiment and Additional Work, if any, performed by Airbus or
its subcontractors on the Head of Version Aircraft.


 


		7.3.	Certificate
                                         of Performance of Maintenance Work



 


In
the event of the Customer not having fulfilled the obligations to provide and/or return equipment, components, accessories and
parts maintained, repaired, inspected or overhauled by the Customer with an authorized release certificate (FAA 8130-3 or EASA
Form 1 or TCA 24-0078), Airbus or its subcontractors will hand over a signed Certificate of Performance of Maintenance Work.


 


Airbus
or its subcontractors shall have the right not to deliver any of the above certificates should the Customer not have complied
with any airworthiness rules applicable to the performance of this Agreement and/or to the Head of Version Aircraft.


 


		7.4.	Certificate
of Acceptance



 


To
evidence the acceptance of the Embodiment by the Customer, Airbus and the Customer shall sign a “Certificate of Acceptance”
in conjunction with the handover of the above mentioned certificates.


 


The
certificate shall be in the form attached in Appendix C.


 




    	Turnkey Agreement
 AIRCOM ref CT1802797	April 2018
 Page 19/32



     


    

 


APPENDIX
C


 


“CERTIFICATE
OF ACCEPTANCE”


 


Embodiment
on Head of Version Aircraft _____, MSN _____, has been accomplished by Airbus in accordance with the on aircraft technical services
Agreement, Ref ________, between the Customer and Airbus.


 


Such
Embodiment is hereby accepted by the Customer on this day of _____________________, together with the original copy of the working
party report reflecting such Embodiment.


 


	For
and on behalf of	For and on behalf of
	 	 
	For
        AIRCOM PACIFIC, Inc

         

        Name:

         

        Title:

         

        Signature:

         

        Date:
	For
        AIRBUS S.A.S.

         

        Name:

         

        Title:

         

        Signature:

         

        Date:



 




    	Turnkey Agreement
 AIRCOM ref CT1802797	April 2018
 Page 20/32



     


    

 


APPENDIX
D


 


“ADDITIONAL
WORK ORDER” (TEMPLATE)


 


 






    	Turnkey Agreement
 AIRCOM ref CT1802797	April 2018
 Page 21/32



     


    

 


APPENDIX
E


 


DELIVERY
SCHEDULE


 


The
delivery schedule for the Services is as follows:


 


The
timeframe for completion and testing of the Retrofit Solution shall be the following:


 


**CONFIDENTIAL
INFORMATION - REDACTED**8


 


The
Customer and Airbus shall agree on the Delivery Date of the Single Aisle Aircraft Head of Version,


 


**CONFIDENTIAL
INFORMATION – REDACTED**8


 


Commencing
on the Delivery Date, Airbus shall perform the Embodiment on the Single Aisle Aircraft Head of Version in accordance with all
the requirements of this Agreement


 


**CONFIDENTIAL
INFORMATION – REDACTED**8


 


The
Redelivery Date may be postponed pursuant to an Excusable Delay as per Clause 14 of the GTCS.


 


 





 






8 Confidential
Information has been omitted from this Agreement and filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to this omitted information.


 




    	Turnkey Agreement
 AIRCOM ref CT1802797	April 2018
 Page 22/32



     


    

 


APPENDIX
F


 


INVOICING
SCHEDULE


 


1       Commitment
Fee paid in accordance with the terms of the memorandum of understanding referenced SA44CT1800984 and signed between the Parties
on March 7th 2018 (the “MOU”) (amounting to **CONFIDENTIAL INFORMATION - REDACTED**9


**CONFIDENTIAL
INFORMATION - REDACTED**9


 


2       Invoicing
schedule 


 


Notwithstanding
the Commitment Fee the Services will be invoiced as follows:


**CONFIDENTIAL
INFORMATION - REDACTED**9


 


Above
prices are Economic Conditions 2018.


 


APPENDIX
G


 


Airbus’
General Terms and Conditions of Supply


 


FOR
AIRBUS PRODUCTS AND SERVICES


 


		1.	PURPOSE



 


The
general terms and conditions of supply contained herein (the “Terms”) shall govern any and all quotations, proposals,
sales and leases made by Airbus SAS (the “Seller”) and orders placed by a customer (the “Customer”) concerning
the products and/or services directly or indirectly supplied by the Seller, including but not limited to on-site support representative,
training services, spares parts and tools, supplier’s equipment, ground support equipment, software, technical data and
documentation, engineering services, modification kits and technical assistance (individually or collectively the “Products
and Services”). The Customer and the Seller are referred to individually as a “Party” and collectively as the
“Parties”.


 


The
Terms are published in the Seller’s Customer Services e-Catalogue (the “CSC”) and available on Seller’s
customer portal AirbusWorld.


 


For
the purpose of the Terms, the term “Affiliates” shall mean, with respect to the Seller, any other person or entity directly
or indirectly controlling or controlled by or under common control with the Seller.


 


		2	ORDERS
                                         - ORDER ACCEPTANCE – ORDER MODIFICATION



 


		2.1	Orders
                                         and Order acceptance



 


The
provisions of the Terms shall apply to any and all purchase orders and amendments thereto, placed by the Customer to the Seller
in relation with the Products and Services, and for which there is no reference to a specific agreement entered into by the Parties
(the “Order”). The Customer’s standard terms and conditions of purchase or any similar terms and conditions
are expressly excluded under these Terms, notwithstanding any provision to the contrary in such Customer’s standard terms
and conditions of purchase.


 


 





 






9 Confidential Information has
been omitted from this Agreement and filed separately with the Securities and Exchange Commission. Confidential treatment has
been requested with respect to this omitted information.


 






    	Turnkey Agreement
 AIRCOM ref CT1802797	April 2018
 Page 23/32



     


    

 


The
provision of Products and Services by the Seller shall be subject to the fulfilment of the ordering and payment processes set
forth in these Terms. The obligations to buy for the Customer and to sell for the Seller the Products and Services mentioned in
the Order shall become binding upon the Parties and therefore become a “Binding Order” only upon the issuance by the
Seller of an Order acceptance in written form.


 


Any
Order for Products and Services must be sent by the Customer to the address provided by the Seller either in the relevant Seller’s
catalogue or by any other means. If appropriate, Orders shall be placed in accordance with the relevant ATA specifications and
will be administered in accordance with ATA specifications in force as of the date of performance of said Order. Orders placed
by the Customer shall include all appropriate information including but not limited to the description and quantity of the Products
and Services ordered, the Order number, the delivery schedule and the Seller’s price, as available. Orders for Products and Services
shall be placed in writing (whether by letter, telefax, or email) or electronically through the CSC as applicable. The Seller
will convert all Orders for spare parts to the concept of single item orders in accordance with ATA SPEC 2000 Chapter 3.


 


For
Products and Services subject to yearly subscription, such as but not limited to technical data and software, the Customer shall
place an Order to initiate the subscription. Once it becomes a Binding Order, the subscription remains in force until either Party
notifies the other of its decision to terminate such Binding Order in writing by October 31st of the then current year
at the latest, for a termination effective as from the 31st of December of the current calendar year.


 


		2.2	Order
                                         modification



 


Any
change to the Products and Services induced by the Seller after receipt of an Order shall be notified for approval to the Customer
and shall become binding upon both Parties if no written objection is raised within eight (8) working days from the date of such
notification by the Seller. If the Customer issues a written objection within the relevant period, the Parties shall negotiate
in good faith to reach a mutual agreement. If an agreement is not reached within thirty (30) days of the issuance of an objection, the Order shall be deemed cancelled without further formalities, provided that if the Seller specifically manufactured or purchased
part or all the Products or started performing the Services, the Customer shall accept such Products and Services and/or part
thereof and pay relevant prices as reasonably determined by the Seller and which shall not exceed the prices of the Binding Order
as determined pursuant to Section 5 “Prices” hereunder.


 


Any
cancellation, modification and/or reduction in the terms and conditions of a Binding Order by the Customer is subject to the prior
written approval of the Seller. Cancellation, modification or reduction of the Binding Order by the Customer may result in additional
charges to the Customer and the Seller reserves its rights to retain any advance payment made by the Customer.


 


		3	DELIVERY
                                         



 


All
sales of Products, except technical data, are made FCA – the place specified by the Seller, as this term is defined in the
Incoterms 2010 publication issued by the International Chamber of Commerce (the “FCA - Incoterm”).


 


Sales
of technical data are made DAP – the place specified by the Customer as this term is defined in the Incoterms 2010 publication
issued by the International Chamber of Commerce (the “DAP - Incoterm”).


 


If
appropriate, the Products will be packed in accordance with the relevant specifications including, in particular, ATA specification
300. For technical data, software documentation and their respective revisions, packing and shipment shall be carried out by the
adequate transportation method reasonably appropriate in the Seller’s opinion, including in an electronic format. In the
event technical data, software, documentation and their respective revisions are provided online, they shall be considered delivered
once the Seller’s notice of availability is electronically sent to the Customer.


 






    	Turnkey Agreement
 AIRCOM ref CT1802797	April 2018
 Page 24/32



     


    

 


Claims
against the Seller for shortages or apparent defects must be received by the Seller in written form within thirty (30) days of
the delivery of the Products and Services to the Customer. After this period and even in the absence of a formal acceptance document,
the Products and Services shall be deemed definitively accepted by the Customer.


 


EXPEDITE
service is proposed by the Seller to the Customer, to expedite Products twenty-four (24) hours a day all year, when the Customer
qualifies relevant orders as A.O.G (aircraft on ground), CRITICAL (imminent A.O.G or workstoppage) or EXPEDITE (less than published
or quoted lead time), pursuant to and in the circumstances described in the “World Airline Suppliers’ Guide”, in the
version published as of the date of the Order by Air Transport Association of America. The Seller reserves the rights to verify
the accuracy of the A.O.G or CRITICAL or EXPEDITE qualification made by the Customer and to apply additional fees in case of inappropriate
qualification of the Order, to cover corresponding costs for the Seller.


 


The
Seller reserves the rights to charge additional fees in case the Customer has not nominated a forwarder as of the date of the
Order.


 


The
Seller will use commercially reasonable efforts to comply with the agreed delivery schedule.


 


HOWEVER,
DELIVERY DATES ARE APPROXIMATE AND THE SELLER SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, INCIDENTAL OR CONSEQUENTIAL
DAMAGES, WHICH MAY RESULT DIRECTLY OR INDIRECTLY FROM ANY DELAY IN THE DELIVERY OF PRODUCTS AND SERVICES.


 


The
Seller shall be entitled to make partial deliveries and/or partial performance.


 


		4	TITLE
                                         AND RISK OF LOSS



 


With
respect to sales of Product(s), title to the Product(s) delivered to the Customer shall remain with the Seller until full payment
of the entire price of the Product(s) including principal and interest, and penalties, if any, has been received by the Seller.


 


Notwithstanding
the above, the Customer will bear all risk of loss of the Products in accordance with the Incoterm specified in Section 3.


 


		5	PRICES                                         



 


Prices
for the Products and Services are available in the relevant Seller’s catalogue or provided upon the Customer’s request
to the Seller.


 


All
prices are net and FCA or DAP, as applicable pursuant to Section 3 above. All prices are exclusive of any taxes or duties that
may be levied in connection with the performance of any Binding Order, and that shall be paid by the Customer.


 


Except
in case of error or omission by the Seller in the price preparation or in case of a material adverse evolution of any manufacturing
costs, prices will remain firm during the applicable calendar year.


 


Unless
otherwise notified by the Seller, any quotation issued by the Seller constitutes a firm and valid offer for ninety (90) days from
the date of the quotation, except for requests received within the last ninety (90) days of a calendar year, in which case the
Seller’s quotations are valid until the end of such calendar year, unless otherwise stated in the quotation.


 






    	Turnkey Agreement
 AIRCOM ref CT1802797	April 2018
 Page 25/32



     


    

 


The
Seller reserves the right to charge the Customer for studies, documents or drawings executed in response to a particular Customer’s
request for quotation, at a price covering at least the Seller’s costs.


 


Invoices
for Products and Services shall be at the price indicated in the Binding Order. Nevertheless, the Seller shall invoice Products
and Services subject to yearly subscription at the price indicated in the CSC valid at the date of the invoice or in the relevant
quotation or other contractual document as applicable.


 


The
Seller shall invoice Products and Services subject to successive deliveries over more than one (1) year taking into account the
yearly escalation formula provided upon request or included into the corresponding quotation. Such escalation shall apply to the
remaining price to be paid regardless of any down-payment which may have been requested in accordance with Section 6 of the Terms.


 


		6	TERMS
                                         OF PAYMENT



 


**CONFIDENTIAL
INFORMATION – REDACTED**10


 


		7	WARRANTY,
                                         REMEDY AND LIMITATION OF LIABILITY



 


Subject
to the limitations and conditions hereinafter provided, the Seller warrants to the Customer that the Seller’s parts manufactured
by the Seller and bearing a Seller’s part number (the “Seller Parts”) will at the date of delivery be free (i)
from defects in material and (ii) from defects in workmanship, including but not limited to processes of manufacture.


The
warranty described above will be limited to those defects, which become apparent upon delivery of the Seller Parts to the Customer
(a) within thirty six (36) months for new Seller Parts and (b) within twelve (12) months for used Seller Parts.


 


IN
THE EVENT OF A FAILURE FALLING WITHIN THE SCOPE OF THE WARRANTY DESCRIBED IN THE PARAGRAPH ABOVE, THE SELLER’S SOLE AND EXCLUSIVE
LIABILITY SHALL BE AT ITS OPTION TO REPAIR OR REPLACE THE DEFECTIVE SELLER PARTS OR CREDIT THE CUSTOMER’S ACCOUNT FOR ANY SUCH
SELLER PARTS, PROVIDED THAT (A) THE SELLER IS NOTIFIED IN WRITING WITHIN SIXTY (60) DAYS OF DISCOVERY BY THE CUSTOMER OF SUCH
FAILURE; AND (B) SUCH SELLER PARTS ARE RETURNED TO THE SELLER CIP – AS THIS TERM IS DEFINED IN INCOTERMS 2010 PUBLICATION
ISSUED BY THE INTERNATIONAL CHAMBER OF COMMERCE (THE “CIP-INCOTERM”) - SELLER’S SPARES SUPPORT AND SERVICES, P.O.
BOX 630262, D-22312 HAMBURG, GERMANY OR ANY OTHER PLACE AS INDICATED BY THE SELLER ; AND (C) THE SELLER’S EXAMINATION OF
SUCH SELLER PARTS SHALL DISCLOSE TO THE SELLER’S SATISFACTION THAT SUCH ALLEGED FAILURE ACTUALLY EXISTS AND IS NOT CAUSED BY ACCIDENT,
MISUSE, NEGLECT, ALTERATION, IMPROPER INSTALLATION, REPAIR OR TESTING.


 


If
the Seller has obtained a supplier warranty, in its capacity as buyer of all or part of the Products and Services which are sold
to the Customer, the Seller shall transfer to the Customer any remaining portion of such warranty, provided such warranty is transferable.


 


SHOULD
ANY TECHNICAL DATA PROVIDED BY THE SELLER CONTAIN ANY NON CONFORMITY OR DEFECT, THE SOLE AND EXCLUSIVE LIABILITY OF THE SELLER
SHALL BE TO TAKE ALL REASONABLE AND PROPER STEPS TO, AT ITS OPTION, CORRECT OR REPLACE SUCH TECHNICAL DATA.


 


 





 






10 Confidential
Information has been omitted from this Agreement and filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to this omitted information.


 






    	Turnkey Agreement
 AIRCOM ref CT1802797	April 2018
 Page 26/32



     


    

 


THE
WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER (AS “SELLER” IS DEFINED BELOW FOR THE PURPOSES OF THIS SECTION)
AND REMEDIES OF THE CUSTOMER SET FORTH IN THESE TERMS ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE CUSTOMER HEREBY WAIVES, RELEASES
AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER AND RIGHTS, CLAIMS AND REMEDIES OF THE CUSTOMER
AGAINST THE SELLER, EXPRESS OR IMPLIED HOWSOEVER, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY SELLER PARTS, PRODUCTS AND
SERVICES DELIVERED UNDER THESE TERMS INCLUDING BUT NOT LIMITED TO : (A) ANY WARRANTY AGAINST HIDDEN DEFECTS (GARANTIE DES
VICES CACHES) ; (B) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS ; (C) ANY IMPLIED WARRANTY ARISING FROM COURSE
OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE ; (D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY, WHETHER CONTRACTUAL
OR DELICTUAL AND WHETHER OR NOT ARISING FROM THE SELLER’S NEGLIGENCE, ACTUAL OR IMPUTED ; AND (E) ANY OBLIGATION, LIABILITY,
RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO ANY SELLER PARTS, PRODUCTS AND/OR SERVICES. THE SELLER SHALL HAVE NO OBLIGATION
OR LIABILITY, HOWSOEVER ARISING, FOR LOSS OF USE, REVENUE OR PROFIT OR FOR ANY OTHER DIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
WITH RESPECT TO ANY SELLER PARTS, PRODUCTS AND/OR SERVICES DELIVERED UNDER THESE TERMS.


 


FOR
THE PURPOSES OF SECTIONS 7, 8 AND 9, “THE SELLER” SHALL INCLUDE THE SELLER, ANY OF ITS SUPPLIERS AND SUBCONTRACTORS,
ITS AFFILIATES, AND ANY OF THEIR RESPECTIVE INSURERS.


 


IN
NO EVENT SHALL THE SELLER BE LIABLE FOR INFRINGEMENT OF PATENTS OR ANY INDUSTRIAL OR INTELLECTUAL OR OTHER SIMILAR PROPRIETARY
RIGHTS UNDER THESE TERMS.


 


		8	INDEMNIFICATION                                         



 


Indemnities
Relating to Ground Training


 


“Ground
Training” means all training courses performed in classrooms, full flight simulator sessions, field trips and any other
Products and Services provided to the Customer on the ground, which are not Training Services on Aircraft.


 


The
Seller shall, except in the case of wilful misconduct and/or gross negligence of the Customer, its directors, officers, agents,
subcontractors and employees, be solely liable for and shall indemnify and hold harmless the Customer, its directors, officers,
agents and employees from and against all liabilities, claims, damages, costs and expenses incident thereto or incident to successfully
establishing the right to indemnification (including legal expenses and attorney fees) in respect of loss of or damage to the
Seller’s property and/or injury to, or death of, the directors, officers, agents or employees of the Seller and/or from and against
all liabilities, claims, damages, costs and expenses incident thereto or incident to successfully establishing the right to indemnification
(including legal expenses and attorney fees) for any loss or damage caused by the Seller to third parties, arising out of, caused
by or in any way connected with any Ground Training.


 


The
Customer shall, except in the case of wilful misconduct and gross negligence of the Seller, be solely liable for and shall indemnify
and hold harmless the Seller from and against all liabilities, claims, damages, costs and expenses (including legal expenses and
attorney fees) in respect of loss of or damage to the Customer’s property and/or injury to or death of the directors, officers,
agents or employees of the Customer and/or from and against all liabilities, claims, damages, costs and expenses incident thereto
or incident to successfully establishing the right to indemnification (including legal expenses and attorney fees) for any loss
or damage caused by the Customer to third parties arising out of, caused by or in any way connected with any Ground Training.


 






    	Turnkey Agreement
 AIRCOM ref CT1802797	April 2018
 Page 27/32



     


    

 


Indemnities
Relating to Training Services on Aircraft


 


“Training
Services on Aircraft” means all training courses, flight training, line training, flight assistance, line assistance, maintenance
training or training support in connection with any aircraft and provided to the Customer.


 


The
Customer shall, except in the case of wilful misconduct and gross negligence of the Seller, be solely liable for and shall indemnify
and hold harmless the Seller from and against all liabilities, claims, damages, costs and expenses incident thereto or incident
to successfully establishing the right to indemnification (including legal expenses and attorney fees), for injury to or death
of any person (including any of the Customer’s directors, officers, agents and employees utilising such Training Services on Aircraft,
but not directors, officers, agents and employees of the Seller) and/or for loss of or damage to any property (including the aircraft
in connection with which the Training Services on Aircraft are performed) and/or for loss of use thereof, howsoever arising out
of, caused by or in any way connected with any Training Services on Aircraft.


 


The
above indemnity shall not apply with respect to the Seller’s legal liability towards any person other than the Customer,
its directors, officers, agents or employees arising out of an accident caused solely by a product defect in the aircraft delivered
to and accepted by the Customer.


 


Indemnities
Relating to Seller Representatives Services 


 


“Seller
Representatives Services” means all assignments to the Customer at its premises of mechanics, avionic engineers, spares specialists
and/or other specialists on a medium to long-term basis.


 


The
Customer shall, except in the case of wilful misconduct and gross negligence of the Seller, be solely liable for and shall indemnify
and hold harmless the Seller, from and against all liabilities, claims, damages, costs and expenses incident thereto or incident
to successfully establishing the right to indemnification (including legal expenses and attorney fees) for all injuries to or
death of persons (excepting injuries to, or death, of the Seller’s representatives) and for loss or damage to property and/or
loss of use thereof howsoever arising out of or in connection with any Seller Representatives Services.


 


The
Seller shall, except in the case of wilful misconduct and/or gross negligence of the Customer, its directors, officers, agents,
subcontractors and/or employees, be solely liable for and shall indemnify and hold harmless the Customer, its directors, officers,
agents and employees from and against all liabilities, claims, damages, costs and expenses incident thereto or incident to successfully
establishing the right to indemnification (including legal expenses and attorney fees) for all injuries to, or death of, the Seller’s
representatives in connection with any Seller Representatives Services.


 


Indemnities
Relating to Engineering and Technical Assistance Services 


 


“Engineering
and Technical Assistance Services” means all engineering and technical assistance services provided by the Seller to the
Customer.


 


The
Customer shall, except in the case of wilful misconduct and gross negligence of the Seller, be solely liable for and shall or
shall cause the Operator/Owner to indemnify and hold harmless the Seller, from and against all liabilities, claims, damages, costs
and expenses incident thereto or incident to successfully establishing the right to indemnification (including legal expenses
and attorney fees), for injury to or death of any person (excluding directors, officers, agents and employees of the Seller) and/or
for loss of or damage to any property (including the aircraft on which the Services are performed) and/or for loss of use thereof
arising out of, caused by or in any way connected with any Engineering and Technical Assistance Services.


 


Indemnities
Relating to Software


 


Indemnities
related to the supply of software shall be governed by the terms and conditions stated in the “End-User License for Airbus
Software” available in the CSC.


 






    	Turnkey Agreement
 AIRCOM ref CT1802797	April 2018
 Page 28/32



     


    

 


Indemnities
relating to Products and Services, other than those stated in the previous indemnities provisions of this clause 8


 


The
Customer shall, except in the case of wilful misconduct and/or gross negligence of the Seller, be solely liable for and shall
indemnify and hold harmless the Seller, from and against all liabilities, claims, damages, costs and expenses incident thereto
or incident to successfully establishing the right to indemnification (including legal expenses and attorney fees) for injury
to or death of any person (excluding the directors, officers, agents or employees of the Seller) and/or for loss of and/or damage
to any property (including the aircraft in connection with which the Products and Services are provided) and/or for loss of use
thereof arising out of, caused by or in any way connected with any Products and Services


 


		9	INSURANCE



 


The
Customer shall maintain adequate insurance with respect to the undertakings of the Customer in this Section 9 and shall provide,
upon the Seller’s request, certificates of insurance from the Customer’s insurance company, in English, evidencing
such insurance coverage, in a form acceptable to the Seller.


 


For
all periods where Services are performed on aircraft, the Customer shall cause the Seller, its Affiliates, their respective sub-contractors,
the assignees of each of the foregoing and their respective directors, officers, employees and agents and their respective insurers
to be named as additional insured under the Customer’s Comprehensive Aviation Legal Liability insurance policies, including
War Risks and Allied Perils (such insurance shall include the AVN52E Extended Coverage Endorsement (aviation liabilities) or any
further Endorsement replacing AVN52E as may be available as well as coverage in respect of War and Allied Perils Third Parties
Legal Liabilities insurance) to the extent of the Customer’s undertaking hereunder.


 


With
respect to the Customer’s Hull All Risks and Hull War Risks and Allied Perils insurance, the Customer shall cause the insurers
of the Customer’s hull insurance policies to waive all rights of subrogation against the Seller, its Affiliates, their respective
sub-contractors, the assignees of each of the foregoing and their respective directors, officers, employees and agents and their
respective insurers to the extent of the Customer’s undertaking hereunder.


 


Any
applicable deductible shall be borne by the Customer with respect to the above policies. The Customer shall furnish to the Seller,
not less than seven (7) working days prior to the start of any Services performed on aircraft, a certificate of insurance compliant
with the above provisions and certifying that such policies have been endorsed as follows: (i) the Customer’s policies shall be
primary and non-contributory to any insurance maintained by the Seller; (ii) such insurance shall not become ineffective, cancelled,
or coverage decreased or materially changed except on seven (7) days’ prior written notice thereof to the Seller ; and (iii) under
any such cover, all rights of subrogation against the Seller have been waived to the extent of the Customer’s undertaking hereunder.


 


Should
the Customer not be the Operator/Owner, the Customer shall ensure that the Operator/Owner complies with all obligations specified
in connection with the above insurance requirements.


 


“Operator/Owner”
means the operator and/or the owner, as applicable, of the aircraft on which the Service is performed or for installation in,
or with respect to, which a Product is delivered.


 


		10	SOFTWARE



 


In
the event that Products and Services to be supplied to the Customer include the provision of software, it is hereby agreed that
the “End-User License for Airbus’ Software”, published in the CSC shall govern the use of said software.


 






    	Turnkey Agreement
 AIRCOM ref CT1802797	April 2018
 Page 29/32



     


    

 


		11	CONFIDENTIAL
                                         AND PROPRIETARY INFORMATION



 


All
proprietary information contained in the Products and Services and their respective documentation, including but not limited to
patent, copyright, drawings, formulae, data, model, descriptions studies, codes and/or other information relating to the design,
assembly, composition, manufacture, performance, application, or operation of the Products and Services, and/or any information
marked as “Proprietary”, “Confidential” or with some other similar marking or denomination or all information
that the Customer knows or should reasonably know is confidential (collectively the “Confidential Information”) are
and will remain the exclusive property of the Seller and/or its Affiliates as the case may be. Those proprietary rights will also
apply to any translation into a language or languages or media that may be performed or caused to be performed by the Customer,
if so authorised by the Seller.


 


The
supply of the Confidential Information will not be construed as a further right for the Customer to design or manufacture any
aircraft or part thereof or spare part. Whenever the Seller authorises the Customer to manufacture certain items, such authorisation
shall not be construed as express or implicit approval of the Customer and/or of such manufactured items.


 


The
Customer shall limit access to Confidential Information to its employees solely having a need to know and shall not use it for
any other purposes than those for which the Confidential Information has been communicated.


 


Confidential
Information is supplied to the Customer for the sole use of the Customer who shall not disclose it or any part thereof to any
third party without the prior written consent of the Seller, save as permitted herein. Nevertheless, when disclosure of Confidential
Information is required pursuant to any mandatory government or legal requirement imposed upon the Customer, the Customer shall
give the Seller prompt notice of any such request for disclosure, in due time, so that the Seller may seek an appropriate protective
order.


 


The
Customer shall protect the Confidential Information with, at least, the same degree of care as it uses to protect its own Confidential
Information, but in no instance shall such standard be less than reasonable care for highly sensitive data.


 


Data
pertaining to the operation, maintenance, configuration and/or modification of aircraft that are made available to the Seller
in the frame of the supply of the Products and Services can be shared by the Seller with its Affiliates, suppliers, co-contractors,
partners, advisors and agents, bound by confidentiality obligations, who can, as can the Seller, and until otherwise notified
by the Customer by registered mail to the Seller,  use, analyse, aggregate, process, duplicate, transfer, modify, combine
those data with other data and develop derivative works with such data, including for other purposes than the provision of the
Products and Services. The provision of data to the Seller shall not be construed as relieving the Customer from any liability
with respect to the aircraft, notably their operation, maintenance, airworthiness and with respect to the use of the data generated
by such aircraft. Subject to applicable laws, regulations and contracts, the Seller shall in particular be under no obligation
to analyse any data and/or make reports to the Customer, the operator and/or the owner of the aircraft.


 


		12	COMPLIANCE
                                         WITH LAWS RULES AND REGULATIONS



 


The
Customer represents and warrants that it complies, and covenants that it will comply and will cause its affiliates, employees
and agents involved with the transactions contemplated hereby to comply, with all applicable laws, rules and regulations in force
and will not take, or omit to take, any action that would subject the Seller to liability under such laws rules and regulations.
For the purposes of this Section, such laws, rules and regulations include, but are not limited to: (i) the Convention on Combating
Bribery of Foreign Public Officials in International Business Transactions, signed under the auspices of the OECD on December
17, 1997,and ratified by France, and, in particular, the prohibitions, obligations and sanctions provided for in the Convention,
(ii) the laws, regulations, orders, decisions and other provisions having the force of law implementing the Convention, (iii)
any other similar laws, regulations, orders, decisions and other provisions having the force of law, and (iv) laws, regulations,
orders, decisions and other provisions having the force of law whose aim is to combat bribery, money laundering and corruption.


 






    	Turnkey Agreement
 AIRCOM ref CT1802797	April 2018
 Page 30/32



     


    

 


		13	EXPORT
                                         CONTROL LAWS AND REGULATIONS



 


The
Customer acknowledges that the Products, including but not limited to commodities, technology and software, and/or Services to
be provided by the Seller under the Terms may be subject to export control laws and regulations, and any supply or use of such
Products and/or Services contrary to such laws and regulations is prohibited.


The
Customer shall indemnify and hold the Seller harmless against any losses, damages, fees or monetary sanctions imposed as a result
of Customer’s failure to comply with any applicable export control law or regulation.


 


		14	FORCE
                                         MAJEURE



 


The
Seller shall not be responsible for any delays or interruption in the performance or non-performance or incorrect performance
of any Binding Order and more generally of any of its obligations hereunder due to any event which is beyond the Seller’s control,
including but not limited to: acts of God or the public enemy, natural disasters, fires, floods, explosions or earthquakes, serious
accidents, total or constructive total loss; any law, decision, regulation, directive or other act of any government or of the
EC authorities or of any department, commission, board, bureau, agency, court; any regulation or order affecting the supply of
Products and Services ; war, riots, failure of transportation, strikes or labour troubles causing cessation, slowdown or interruption
of work, delay after due and timely diligence to procure materials, accessories, software, equipment, parts and documentation.


 


		15	ASSIGNMENT                                         



 


The
Customer shall not assign an Order or any interest therein or any rights thereunder (including the right to receive delivery)
without the prior written consent of the Seller. The Seller shall be entitled to assign or transfer all or part of any Binding
Order to any Affiliate, without further formalities and without remaining liability as from the assignment or transfer date.


 


		16	SEVERABILITY



 


Any
provision of the Terms that is prohibited by or unlawful or unenforceable under any applicable mandatory law actually applied
by any court of competent jurisdiction shall, to the extent required by such law, be severed from the Terms and rendered ineffective
so far as is possible without modifying the remaining provisions. The Parties agree to replace, so far as practicable, any provision
which is prohibited, unlawful or unenforceable with another provision having substantially the same effect (in its legal and commercial
content) as the invalid provision, but which is not prohibited, unlawful or unenforceable. The invalidity in whole or in part
of any provisions of the Terms shall not void or affect the validity of any other provision.


 


		17	NO
                                         WAIVER



 


The
failure of either Party to enforce at any time any of the Terms or to require performance of the same by the other Party shall
in no way be construed to be a present or future waiver of the relevant Terms.


 


		18	GOVERNING
                                         LAW



 


The
Terms shall be governed by, subject to and construed and the performance thereof shall be determined in accordance with the laws
of France. Any dispute arising out of the Terms shall be submitted to the exclusive jurisdiction of the commercial courts of Paris,
France.


 


Issue
April 2017


 




    	Turnkey Agreement
 AIRCOM ref CT1802797	April 2018
 Page 31/32



     


    

 


APPENDIX
H


 


CUSTOMER’S
INPUT DATA FOLLOW-UP


 


**CONFIDENTIAL
INFORMATION - REDACTED**11


 


 





 



11 Confidential
Information has been omitted from this Agreement and filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to this omitted information.


 






    	Turnkey Agreement
 AIRCOM ref CT1802797	April 2018
 Page 32/32