Exhibit 10.41

EXECUTION VERSION

UMB Bank, N.A., not in its individual capacity but solely as owner trustee

(as Lessor)

Global Crossing Airlines, Inc.

(as Lessee)

AIRCRAFT OPERATING LEASE AGREEMENT

in respect of one

Airbus A319-111 Aircraft with manufacturer’s serial number 2481

Dated June 6, 2025

[COUNTERPART NO. OF [ ] CONSECUTIVELY NUMBERED, MANUALLY EXECUTED COUNTERPARTS. TO THE EXTENT THAT THIS AIRCRAFT OPERATING LEASE AGREEMENT CONSTITUTES CHATTEL PAPER UNDER THE UNIFORM COMMERCIAL CODE IN THE UNITED STATES OF AMERICA OR ANY CORRESPONDING LAW IN ANY FOREIGN JURISDICTION, NO SECURITY INTEREST IN THIS AIRCRAFT OPERATING LEASE AGREEMENT MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART HERETO OTHER THAN COUNTERPART NO. 1]

TABLE OF CONTENTS

Page

Schedule 1 Definitions and Interpretation..............................................................................80

Schedule 2 Description of Aircraft..........................................................................................98

Schedule 3 Form of Lease Supplement No. 1.......................................................................99

Schedule 4 Conditions.............................................................................................................8

Part A Lessor Conditions Precedent............................................................................8

Part B Conditions Subsequent....................................................................................11

Part C Lessee Conditions Precedent .........................................................................12

Schedule 5 Representations and Warranties.........................................................................13

Schedule 6 Delivery Conditions..............................................................................................19

TABLE OF CONTENTS

(continued)

Page

Schedule 7 Redelivery Conditions......................................................................................23

Schedule 8 Aircraft Documents.............................................................................................1

Part A – Aircraft Documents at Delivery....................................................................1

Part B – Aircraft Documents at Redelivery................................................................5

Schedule 9 Financial and other terms...................................................................................9

Schedule 10 Maintenance Rent...........................................................................................11

Part A Maintenance Rent Payments........................................................................11

Part B Maintenance Rent Rate Adjustments............................................................11

Schedule 11 Form of Return Acceptance Receipt...............................................................13

Schedule 12 Form of Monthly Report..................................................................................18

THIS AIRCRAFT OPERATING LEASE AGREEMENT (this Agreement) is made on June 6, 2025

Between:

Whereas: Lessor wishes to lease the Aircraft to Lessee and Lessee is willing to lease the Aircraft from Lessor on the terms of this Agreement.

It Is Agreed as follows:

This Agreement shall be interpreted in accordance with Schedule 1 and, unless the context otherwise requires, words and expressions shall have the meanings given to them in Schedule 1.

Lessee and Lessor make the representations and warranties set out in Schedule 5.

The conditions precedent and conditions subsequent set out in Schedule 4 apply to this Agreement.

Lessor shall lease the Aircraft to Lessee, and Lessee shall take the Aircraft on lease, in accordance with this Agreement and the other Transaction Documents for the duration of the Lease Term.

under sub-paragraph (c) or (d) of the definition of Total Loss, the Expiry Date shall be the earlier of the date on which such Total Loss occurs and the date on which Lessee has regained possession of the Aircraft;

Throughout the Lease Term, the Aircraft and each part thereof will be in every respect at the sole risk of Lessee, who will bear all risk of loss, theft, damage or destruction to the Aircraft and each part thereof from any cause whatsoever.

the Post-Delivery Maintenance and (ii) if such payment is to be made by way of reimbursement to Lessee, an acknowledgment from the Approved Maintenance Performer of receipt of payment in full for the cost of the Post-Delivery Maintenance and evidence that the Aircraft has been released for service. Lessor shall, within ten (10) Business Days of receipt of such documentation from Lessee, pay or reimburse the Lessor PDM Contribution to the Approved Maintenance Performer or Lessee, as applicable. Should Lessee fail to make such claim within six (6) months from completion of the Post-Delivery Maintenance (or as otherwise agreed to in writing by Lessor), Lessee shall thereafter be forever barred and estopped from making a claim in respect of the Post-Delivery Maintenance.

then, without prejudice to any other rights and remedies of Lessor (including Lessor’s rights and remedies following an Event of Default), (i) the Lease Term shall commence on the date of such event and (ii) the First Basic Rent Date shall occur on the earlier of (x) the date that falls two (2) months after the date of such event and (y) the date on which the Aircraft is released for service at completion of the Post-Delivery Maintenance.

this Agreement, except (A) for any obligations which are expressed to survive the

termination of the leasing of the Aircraft or of this Agreement and (B) that Lessor shall promptly pay to Lessee an amount equal to any Security paid to Lessor (less any amounts applied in accordance with this Agreement) without any interest accrued thereon.

No Relevant Party shall be liable for any Losses arising from any delay or failure in delivery of the Aircraft to Lessee, except to the extent such delay or failure arises as a result of the gross negligence or wilful default of such Relevant Party. Subject to clause 5.3.2, Lessee will not be entitled to reject the Aircraft when tendered for delivery by Lessor on the grounds of any such delay or failure.

Lessee will at its own risk and expense obtain any and all licences, permits and approvals which may be necessary to export, reexport and/or transport the Aircraft from the Delivery Location. Lessor will, upon the reasonable request of Lessee, provide such data and information available to it for such purposes.

based on commercially reasonable standards and shall include the following (the

Physical Inspection):

to operate the Aircraft) (Minor Discrepancies), Lessor may deliver the Aircraft to Lessee and, at Lessor’s option, (i) pay to Lessee an amount equal to the estimated cost of rectification of such Minor Discrepancies (calculated by Lessor (acting reasonably) by reference to the available aftermarket price applicable as at the Delivery Date in the case of a Part or, as applicable, the reasonable cost of repair in respect of any item capable of being cured by repair), (ii) procure the correction of such Minor Discrepancies at Lessor’s cost following Delivery at a time agreed upon with Lessee, or (iii) record such Minor Discrepancies on the Lease Supplement No. 1 and permit the Aircraft to be redelivered to Lessor at the end of the Lease Term with such Minor Discrepancies in the same condition of deviation from the Redelivery Conditions as at Delivery, and in the case of (i), (ii) and (iii), Lessee shall not be entitled to rely on those Minor Discrepancies as the basis upon which it does not accept the tender of the Aircraft for Delivery pursuant to the terms of this Agreement. Nothing in this clause 5.6.4 shall relieve Lessee from any obligation to perform its obligations during the Lease Term as set out in this Agreement.

Lessee shall indemnify the Indemnitees against all Losses incurred by such person(s) caused, directly or indirectly, by the Lessee or its representatives, contractors, sub-contractors or agents (including any Losses arising from death or injury to any observer or any employee, contractor, sub-contractor or agent of Lessee) in connection with any acceptance flight or inspection of the Aircraft by Lessee, except to the extent such Losses are caused by the gross negligence or the wilful misconduct of an Indemnitee. Lessee will ensure that the person(s) performing the Delivery Inspection shall be covered by appropriate insurance necessary to perform the Delivery Inspection.

LESSEE ACKNOWLEDGES AND AGREES THAT LESSEE ALONE HAS SELECTED THE AIRCRAFT FOR LEASING BY LESSOR TO LESSEE USING ITS OWN JUDGMENT AND KNOWLEDGE AND BASED ON ITS OWN INSPECTION OF THE AIRCRAFT. LESSEE HAS GIVEN THE WAIVERS AND ACCEPTED THE DISCLAIMERS SET OUT IN THIS CLAUSE 6 FOR GOOD AND VALUABLE CONSIDERATION WHICH IS HEREBY ACKNOWLEDGED, INCLUDING LESSEE’S ACCESS TO CERTAIN REMAINING AND ASSIGNABLE WARRANTIES FROM THE MANUFACTURER AND THE ENGINE MANUFACTURER, LESSEE’S RIGHT TO INSPECT THE AIRCRAFT AND THE AMOUNT OF BASIC RENT AND OTHER CONSIDERATION PAYABLE BY LESSEE UNDER THIS AGREEMENT.

LESSEE UNCONDITIONALLY AND IRREVOCABLY AGREES THAT THE AIRCRAFT AND EACH PART THEREOF IS TO BE LEASED IN AN “AS IS, WHERE IS” CONDITION AS AT THE DELIVERY DATE AND THROUGHOUT THE LEASE TERM, AND NO TERM, CONDITION, WARRANTY, REPRESENTATION OR COVENANT OF ANY KIND HAS BEEN MADE OR WILL BE MADE OR GIVEN (OR DEEMED TO BE MADE OR GIVEN) BY ANY RELEVANT PARTY NOR THEIR RESPECTIVE AFFILIATES, SERVANTS, AGENTS, REPRESENTATIVES, EMPLOYEES, OFFICERS OR DIRECTORS IN RESPECT OF THE

AIRWORTHINESS, VALUE, QUALITY, DURABILITY, CONDITION, MANUFACTURE, CONSTRUCTION, DESIGN, MATERIALS, OPERATION, DESCRIPTION, CAPACITY, AGE, MERCHANTABILITY, SATISFACTORY

QUALITY OR FITNESS FOR USE, CONFORMITY TO THE TERMS OF THE TRANSACTION DOCUMENTS OR PURPOSE OF THE AIRCRAFT OR ANY PART THEREOF, AS TO THE ABSENCE OF LATENT, INHERENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE), OR AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, DESIGN, OR OTHER PROPRIETARY RIGHT, OR OTHERWISE IN RESPECT OF THE AIRCRAFT OR ANY PART THEREOF; AND ALL TERMS, CONDITIONS, WARRANTIES, REPRESENTATIONS, COVENANTS (AND OBLIGATIONS OR LIABILITIES, IN CONTRACT OR IN TORT) IN RELATION TO ANY OF THOSE MATTERS, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, ARE EXPRESSLY EXCLUDED.

DELIVERY OF LEASE SUPPLEMENT NO. 1 BY LESSEE TO LESSOR SHALL BE CONCLUSIVE PROOF AS BETWEEN THE RELEVANT PARTIES ON THE ONE HAND AND LESSEE ON THE OTHER HAND THAT LESSEE’S TECHNICAL EXPERTS HAVE EXAMINED AND INVESTIGATED THE AIRCRAFT AND EACH PART THEREOF AND THAT THE AIRCRAFT AND EACH PART THEREOF IS AIRWORTHY AND IN GOOD WORKING ORDER AND REPAIR, WITHOUT DEFECT (WHETHER OR NOT DISCOVERABLE AT OR PRIOR TO DELIVERY), AND (EXCEPT AS EXPRESSLY STATED OTHERWISE IN LEASE SUPPLEMENT NO. 1, INCLUDING ANY STATED DISCREPANCIES FROM THE DELIVERY CONDITION CONTAINED IN SUCH LEASE SUPPLEMENT NO.1) IN EVERY WAY SATISFACTORY TO LESSEE. LESSEE WAIVES ANY WARRANTY OF DESCRIPTION, EXPRESS OR IMPLIED, AND ANY CLAIMS LESSEE MAY HAVE AGAINST LESSOR OR ANY RELEVANT PARTY BASED UPON THE FAILURE OF THE AIRCRAFT TO CONFORM WITH SUCH DESCRIPTION, WHETHER OR NOT FAILURE OF THE AIRCRAFT TO CONFORM TO SUCH DESCRIPTION SUBSTANTIALLY IMPAIRS THE VALUE AND UTILITY OF THE AIRCRAFT AND WHETHER OR NOT LESSEE PLACED RELIANCE UPON ANY STATEMENT OR ASSURANCE OF ANY RELEVANT PARTY OR ANY OTHER PERSON.

LESSEE UNCONDITIONALLY AGREES TO WAIVE ANY RIGHTS OR REMEDIES (WHETHER EXPRESS OR IMPLIED AND WHETHER IN CONTRACT, TORT, UNDER APPLICABLE LAW, BY WAY OF DAMAGES OR SPECIFIC PERFORMANCE OR OTHERWISE) THAT IT MAY HAVE AGAINST ANY RELEVANT PARTY OR THE AIRCRAFT OR ANY PART THEREOF IN CONNECTION WITH ANY OF THE MATTERS SET OUT IN CLAUSES 6.2 AND 6.3.

LESSEE UNCONDITIONALLY AGREES THAT NO RELEVANT PARTY WILL HAVE ANY OBLIGATION OR LIABILITY WHATSOEVER TO LESSEE (WHETHER EXPRESS OR IMPLIED AND WHETHER IN CONTRACT, TORT, UNDER APPLICABLE LAW, BY WAY OF DAMAGES OR SPECIFIC PERFORMANCE OR OTHERWISE) FOR ANY INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR PROFITS OR ANY OTHER INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE.

If the Aircraft or any part thereof is lost, confiscated, damaged, destroyed or otherwise rendered unfit or unavailable for use, whether prior to or after Delivery, no Relevant Party shall be liable to repair the same or to supply any equipment in

substitution therefor.

To the fullest extent permitted by applicable law, Lessee unconditionally agrees to waive any rights which it may have at any time (whether by statute or otherwise), to terminate, cancel, quit or surrender any Transaction Document, except for any termination expressly permitted by the terms of the Transaction Documents.

Nothing in this clause 6 will be deemed a waiver by Lessee of any rights it may have against Manufacturer, Engine Manufacturer or any Part supplier or manufacturer.

Schedule 9 describes and defines certain financial and other terms agreed between Lessor and Lessee.

On each Basic Rent Date during the Lease Term, Lessee shall pay Basic Rent to Lessor in advance. Lessee shall initiate payment adequately in advance of each Basic Rent Date to ensure that Lessor receives credit for the payment on the due date for payment.

Lessee agrees to pay to Lessor, or at Lessor’s direction to the person entitled thereto, all Supplemental Rent promptly when due. If Lessee fails to pay any Supplemental Rent, Lessor shall have all the same rights, powers and remedies provided for in the Transaction Documents or under applicable law as in the case of non-payment of Basic Rent. Notwithstanding any agreement to the contrary, Lessee acknowledges and agrees that Supplemental Rent payable to Lessor is additional rent for the leasing of the Aircraft and not cash collateral or other security for Lessee’s maintenance or other obligations under the Transaction Documents. Once paid, all Supplemental Rent is the sole and exclusive property of Lessor, may be commingled with the general funds of Lessor and its Affiliates, is not held for or on behalf of (or refundable to) Lessee under any circumstances whatsoever and Lessee has no interest therein whatsoever. Any payments due to Lessee by Lessor are separate and independent obligations and not a return of Supplemental Rent.

Lessee shall pay to Lessor, as Supplemental Rent, the Security in the amounts and on the dates set out in Schedule 9 (such amount of Supplemental Rent, together with all other and further payments made to Lessor under clause 7.5, in each case which has not been returned to Lessee or applied in accordance with the

Transaction Documents, the Security). No interest will accrue or be paid to Lessee in respect of the Security.

If an Event of Default has occurred and is continuing, Lessor or any of its Affiliates may apply all or any portion of the Security held by Lessor or the “Security” held by Lessor or any of its Affiliates under (and as defined in) any Other Agreement in or

towards satisfaction of any amounts due by Lessee or any of its Affiliates pursuant to any Transaction Document or any Other Agreement (including to compensate Lessor or any of its Affiliates or Servicer for any sums that it may in its discretion advance or expend as a result of any Event of Default or ‘event of default’ under such Other Agreement by Lessee or any of its Affiliates). If all or any portion of the Security is so applied, Lessee shall immediately, upon written demand, pay to Lessor as Supplemental Rent an amount equal to the amount so applied. No application of the Security shall be deemed a cure or waiver of any failure or default unless, until and to the extent Lessee pays to Lessor an amount equivalent to the amount so applied.

Lessee shall pay the Maintenance Rent to Lessor in accordance with Schedule 10. Lessee acknowledges and agrees that Lessee shall have no right to the payment or return of any Maintenance Rent, and Lessee hereby waives and relinquishes all rights in the Maintenance Rent in favor of Lessor. Once paid, all Maintenance Rent is the sole and exclusive property of Lessor, may be commingled with the general funds of Lessor and its Affiliates, is not held for or on behalf of (or refundable to) Lessee under any circumstances whatsoever and Lessee has no interest therein whatsoever. Without limiting the generality of the foregoing, under no circumstances will Lessor be required to make contributions or payments to Lessee in respect of Qualifying Maintenance Events measured with reference to Maintenance Rent or, except in respect of the Post-Delivery Maintenance and the painting of the Aircraft as provided in clause 5.1.4, any other maintenance performed on the Aircraft.

All payments by Lessee under the Transaction Documents shall be made to such bank and account as Lessor may from time to time notify to Lessee in writing not less than 5 Business Days prior to the date on which any relevant payment is due under this Agreement. All payments must be received at such account by 5:00 p.m. New York time on the due date. If any payment would otherwise fall due on a date that is not a Business Day, such payment shall be due on the preceding Business Day. Any payment received after 5:00 p.m. New York time on any date shall be deemed to have been received on the next Business Day.

Lessee will pay to Lessor, as Supplemental Rent, interest at the Default Rate (both before and after judgment) on any amount overdue for payment by Lessee under the Transaction Documents for the period from the due date for payment to (and including) the date on which payment is received in full. Default interest will accrue on a day-to-day basis (calculated on the basis of a 360-day year and the actual

number of days elapsed) and shall be compounded at the end of each calendar month.

Lessee’s obligation to pay all Rent and to make any other payments and to perform its other obligations in accordance with the Transaction Documents are absolute and unconditional in all circumstances and regardless of any event or contingency whatsoever, including: (a) any right of set-off, counterclaim, recoupment, defence, withholding or other right Lessee may have against Lessor, any Relevant Party, any

Indemnitee, any Tax Indemnitee or any other person; (b) any interruption of use or unavailability of the Aircraft for any reason, (including any requisition thereof) or any prohibition or interruption of or other restriction against Lessee’s use, operation or possession of the Aircraft, any interference with such use, operation or possession or any lack or invalidity of title or any other defect in the title, airworthiness, merchantability, fitness for any purpose, condition, design or operation of any kind or nature of the Aircraft, or the ineligibility of the Aircraft for any use or trade, or for registration or documentation under the laws of any relevant jurisdiction, or the Total Loss of or damage to the Aircraft; (c) any insolvency, bankruptcy, receivership, administration, administrative receivership, examinership, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceedings by or against Lessee, any Affiliate of Lessee, Lessor, any Relevant Party, any Indemnitee, any Tax Indemnitee or any other person; (d) any invalidity or unenforceability or lack of due authorisation of, or other defect in, any of the Transaction Documents; (e) any failure or delay on the part of any person to duly perform or comply with its obligations under any Transaction Document; and (f) any other cause, event or circumstance that, but for this clause 8.3, would or might have the effect of terminating, discharging or in any way affecting any obligation of Lessee under the Transaction Documents.

Nothing in this clause 8.3 will be construed to extinguish or otherwise limit Lessee’s right to claim damages resulting from Lessor’s breach of its quiet enjoyment covenant in clause 9.1.

All payments by Lessee under the Transaction Documents shall, unless otherwise specified, be made in Dollars (except in any case of any payment, indemnification or reimbursement obligation which relates to an amount incurred by any person that is denominated in another currency, in which case Lessee shall pay such amount in such other currency) in immediately available funds on the due date for payment settled through the New York Clearing House System (or such other funds as may for the time being be customary for the settlement in New York City of international payment in Dollars). Lessor will have complete discretion to allocate all payments by Lessee as Lessor determines.

If any payment under or in connection with any Transaction Document is, for any reason, made or is recovered in a currency (the other currency) other than the currency (the currency of obligation) in which it is required to be paid then, to the extent that the payment (when converted into the currency of obligation at the rate of exchange on the date of payment or, in the case of a liquidation, the latest date for the determination of liabilities permitted by the applicable law) falls short of the amount unpaid under the relevant Transaction Document, Lessee shall, as a

separate and independent obligation, fully indemnify Lessor and any other person entitled to such payment against the amount of the shortfall. Lessee shall also reimburse Lessor and any other person entitled to such payment any exchange costs and Taxes payable in connection with such conversion. For the purposes of this clause, rate of exchange means the rate at which Lessor or any other person entitled to such payment is able on the relevant date to purchase the currency of obligation in New York or London (at its option) with the other currency.

Notwithstanding any other provision of the Transaction Documents, at any time when a Default has occurred and is continuing and/or any amount which is due and payable by Lessee or any of its Affiliates under the Transaction Documents or any Other Agreement remains unpaid, Lessor shall not be required to pay, return or release any amount to Lessee and Lessor may hold and apply any such amount in accordance with this clause 8.6. Any amount held by Lessor pursuant to this clause 8.6 may be applied in and towards satisfaction of any obligation (whether or not matured) of Lessee or any of its Affiliates under the Transaction Documents or any Other Agreement (and, for the purposes of application under any Other Agreement, Lessor may pay such amount to any other person in order to effect such application). If the obligations are in different currencies, Lessor may convert either obligation at the market rate of exchange available in New York or London (at its option) for the purposes of any such application. If an obligation is unascertained or unliquidated, Lessor may in good faith estimate that obligation and make any such application in respect of the estimated amount, subject to Lessor or Lessee making a payment to the other (as appropriate) when the obligation is ascertained or liquidated if such ascertained or liquidated obligation differs from such estimated amount.

Lessee shall obtain and maintain or procure that there are obtained and maintained all certificates, licenses, permits and other authorisations (including in relation to foreign exchange controls) that are required for the making of the payments required by the Transaction Documents on the date and in the amounts and currency that are stipulated in the Transaction Documents.

So long as no Event of Default has occurred and is continuing, neither Lessor nor any person lawfully claiming through Lessor (including without limitation any Financing Party) will interfere with the quiet use, possession and enjoyment of the Aircraft by Lessee in accordance with the terms of the Transaction Documents during the Lease Term, provided that the exercise by Lessor or any other such person of its rights under the Transaction Documents or applicable law in accordance therewith will not constitute such an interference.

So long as no Material Default or Event of Default under this Agreement or any Other Agreement has occurred and is continuing, within 5 Business Days after:

or, in each case, such later time as Lessor is satisfied that Lessee has irrevocably paid all amounts which are due, or may become payable, by it under the Transaction Documents, Lessor will pay to Lessee an amount equal to the Security paid to Lessor (less any amounts applied in accordance with this Agreement); providedthat

Lessor may set off against any amount of the Security payable pursuant to this clause 9.2 any amounts that are due, or may become payable, by Lessee pursuant to the terms of the Transaction Documents. If any additional amounts become payable by Lessee after the Expiry Date, Lessee will pay such amounts to Lessor within 5 Business Days of receipt of a written demand from Lessor.

If Lessor ceases to be, or knows it will cease to be, a Citizen of the United States (as such term is defined in Section 40102(a)(15) of 49 U.S.C. subtitle VII, as amended), it will promptly resign as owner trustee, effective upon the appointment of a successor owner trustee who is a Citizen of the United States in accordance with the Trust Agreement.

Except in connection with the exercise of remedies during the continuance of an Event of Default, Lessor shall not do or suffer to be done anything that might reasonably be expected to adversely affect the continuous registration of the Aircraft with the Aviation Authority.

Lessee will, at its own cost and expense, comply with the undertakings in this clause 10 from the date of this Agreement until the Expiry Date and the return of the Aircraft and Aircraft Documents in accordance with this Agreement.

Lessee shall:

observance of each covenant and condition of the Transaction Documents and agreement to be bound thereby;

Lessee will comply with all Anti-Money Laundering Laws and Anti-Bribery and Corruption Laws.

Lessee will, at its own cost and expense, comply with the undertakings in this clause 11 from Delivery until the Expiry Date and the return of the Aircraft and Aircraft Documents in accordance with this Agreement.

Lessee shall:

Owner shall be deemed to be the “aircraft owner” for the purpose of the EU-ETS Laws to the extent they are applicable to the Aircraft, (iv) shall and shall cause any other operator of the Aircraft to promptly file an EU-ETS Authority Letter with the EU-ETS Authority and give notice to the relevant regulator of the interests of Lessor and the Relevant Parties, as applicable (v) promptly notify Lessor of any change to the EU-ETS Authority applicable to the Aircraft, whereupon Lessee shall and shall cause any other operator of the Aircraft to promptly file an EU-ETS Authority Letter with such new EU-ETS Authority and give notice to the relevant regulator of the interests of Lessor and the Relevant Parties, as applicable and (vi) upon request by Lessor, promptly provide to Lessor such information or evidence regarding its compliance with the foregoing.

Lessee will promptly pay when due all costs, expenses, duties, charges and other amounts of any type or nature whatsoever incurred in connection with the use, operation, maintenance and repair of the Aircraft or any part thereof during the Lease Term (for the avoidance of doubt, such amounts shall not include any costs in relation to the rectification of defects or non-conformities following Delivery and any costs in relation to the filing and registration of liens, in each case only insofar as Lessor is responsible for such costs in accordance with this Agreement). In addition, Lessee will promptly pay when due all airport, landing, Eurocontrol, EU-ETS Authority (or relevant “competent authority” under the EU-ETS Laws), navigation or overflight charges or fees and all other charges and fees payable by Lessee or any other operator of the Aircraft for the use of or for services provided at any airport, whether relating to the Aircraft or any other aircraft from time to time operated by Lessee or any other operator of the Aircraft.

Lessee shall reimburse Lessor on demand for all costs and expenses incurred in connection with such inspection.

other interests) at the International Registry (including through any designated entry point) or otherwise without Lessor’s prior written consent;

Except as required by applicable law, the Aircraft Documents referred to in this clause 11.5.1 shall be the property of Owner.

Lessee will:

navigation authority or creditor claiming rights in respect of the Aircraft to confirm to Lessor and/or Servicer the status of Lessee’s payments to such creditor in respect of the Aircraft and Lessee’s (or any other operator of the Aircraft or wet-lessee’s) other aircraft, as and when requested by Lessor and/or Servicer; and

Title to the Aircraft shall remain vested in Owner subject to the Financing

Documents and any assignments, transfers, Security Interests or other disposals as Owner may make in accordance with this Agreement. Except as set out in clause 3(f) of Schedule 5, no Relevant Party gives any condition, warranty or representation in respect of title to or its interest in the Aircraft, and all such conditions, warranties or representations, expressed or implied, statutory or otherwise, are hereby expressly excluded.

Lessee shall not do or knowingly permit to be done anything that would jeopardise the rights or interests of any Relevant Party in and to the Aircraft or any part thereof or under the Transaction Documents or the Financing Documents and shall cause to be taken all actions required by law or customary practice, or reasonably requested by Lessor, to protect, preserve, perfect and maintain the rights and interests of any Relevant Party in and to the Aircraft or any part thereof or under the Transaction Documents or the Financing Documents (provided that Lessor shall be responsible for all costs and expenses relating to protecting, preserving, perfecting and maintaining such rights under the Financing Documents). If requested by Lessor, Lessee shall furnish evidence reasonably satisfactory to Lessor of the completion of any such actions.

Lessee shall not do or permit to be done anything which, or omit to do anything the

omission of which, would or would be likely to prejudice any right that any Relevant Party may have against Manufacturer, Engine Manufacturer, any maintenance provider or any supplier or manufacturer of the Aircraft or any part thereof.

Lessee shall not hold itself out to any person as owner of the Aircraft or any part thereof, and when any person inquires as to the ownership of the Aircraft or any part thereof, Lessee will make clear to such person that title to the Aircraft and any such part is held by Owner and, if applicable, that the Aircraft is subject to a mortgage in favour of the Financing Parties. Lessee shall not at any time represent or hold out any Relevant Party as carrying goods or passengers on the Aircraft or as being in any way connected or associated with any operation of carriage (whether for hire or reward or gratuitously) that may be undertaken by Lessee or any other person.

Lessee has no authority to pledge, and shall not pledge, the credit of any Relevant Party for any fees, costs or expenses connected with any maintenance, performance restoration, overhaul, repairs, replacements, or modifications to the Aircraft or any part thereof or otherwise connected with the use or operation of the Aircraft or any part thereof.

If at any time subsequent to the initial filing of UCC financing statements, any other filing or any recording or other act is necessary to perfect, protect and preserve the rights and interests of any Relevant Party under any Transaction Document or in the Aircraft or any proceeds of the foregoing, including the filing of continuation statements with respect to filed UCC financing statements, Lessor shall, at its cost and expense, procure that such filings, recordings and acts are done pursuant to applicable law. Lessee agrees that Lessor is hereby authorised to make any filings or recordings referred to in this clause 12.8.

“THIS [AIRCRAFT / ENGINE] IS OWNED BY UMB BANK, N.A., NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS OWNER TRUSTEE AND IS LEASED TO GLOBAL CROSSING AIRLINES, INC.”

and within 20 Business Days after receipt of notice of any Financing Party and any Financing Documents as contemplated by clause 23 herein and at Lessor’s expense, Lessee shall cause the plate to contain the following additional inscription:

“AND IS SUBJECT TO A MORTGAGE IN FAVOUR OF [FULL NAME OF MORTGAGEE]”

Subject to clause 13.2, Lessee shall not sublease, wet-lease or otherwise part with possession of the Aircraft or any part thereof without the prior written consent of Lessor (such consent to be granted or withheld at Lessor’s sole discretion and may be subject to terms and conditions specified by Lessor), except for:

Notwithstanding any such parting with possession permitted by this clause 13 (or consented to by Lessor), Lessee shall at all times remain responsible for procuring compliance with its obligations under the Transaction Documents and applicable law.

Lessee may not sublease the Aircraft without the prior written consent of Lessor. Any sublease will be subject to detailed terms and conditions specified by Lessor, including, without limitation, that:

and other information in relation to the proposed sublessee as Lessor may reasonably request;

relation to or in connection with such proposed sublease and shall procure that any sublessee shall comply with the obligations contained in clause 8.5;

Lessee will be permitted to wet-lease the Aircraft, provided that:

At all times during the Lease Term, Lessee shall, at its own cost and expense:

Lessee shall procure that the Maintenance Program shall, at all times (subject to the following sentence), be based on the latest revision of the Manufacturer Maintenance Planning Document and, in respect of the Engines, the applicable Engine Manufacturer’s generic recommended maintenance planning guidelines. Lessee shall update its Maintenance Program to reflect any revision to the Manufacturer Maintenance Planning Document or the Engine Manufacturer’s recommended maintenance planning guidelines as soon as reasonably practicable following such revision but in no event more than 12 months following the release of such revision.

Without limiting the maintenance and repair obligations specified in clause 14.1, Lessee:

at levels which accurately reflect the costs associated with obtaining relevant maintenance services at prevailing industry rates.;

approval) issued to the relevant design organization (the RDO) or

(B) the engineering for such Change has been designed by the holder of the type certificate for the Aircraft, an amendment to the type certificate approved by EASA and the FAA;

after installation of such temporary replacement part on the Aircraft (but in any event no later than the earlier of 60 days after installation and the Scheduled Expiry Date), Lessee removes such temporary replacement part and replaces it with a Replacement Part.

Except as expressly permitted under this Agreement, Lessee shall not permit any Part to be installed on any other aircraft or allow any Part to go out of its possession without Lessor’s prior written consent except if the following conditions have been met:

Lessee may, so long as no Default has occurred and is continuing, remove or permit the removal of an Engine or the APU from the Airframe and temporarily install on the Airframe an engine other than an Engine or an auxiliary power unit other than the APU, provided that:

(i) airframe other than the Airframe on which a Removed Engine or Removed APU is installed or (ii) auxiliary power unit or engine which is installed on the Airframe (each such holder, a Third Party Beneficiary), Lessor shall not acquire or claim, as against such Third Party Beneficiary, any right, title or interest in or to any such airframe, engine or auxiliary power unit as a consequence of such engine or

auxiliary power unit being attached to the Airframe or as a consequence of any Removed Engine or Removed APU being attached to such airframe. If reasonably requested by Lessee, Lessor shall (at Lessee’s cost), if applicable, use reasonable endeavours to procure the provision of a written acknowledgment from Owner or any Financing Party holding a Security Interest in the Aircraft on terms similar to this clause 15.5.3.

reasonably, is not able to locate a suitable Substitute Major Part within 60 days of receipt of the Exchange Notice, then Lessor and Lessee shall discuss in good faith to either:

return to Lessor of an Unserviceable Major Part and (y) delivery to Lessee of a Substitute Major Part sourced by Lessee and (B) by Lessor in the case of delivery to Lessee of a Substitute Major Part sourced by Lessor.

On the Delivery Date, all assignable or transferable Manufacturer, Engine Manufacturer, or any other maintenance provider or vendor warranties with respect to the Aircraft are hereby made available by Lessor to Lessee for the duration of the Lease Term, without warranty by Lessor as to the enforceability of any of the rights so made available.

Lessee shall promptly and in good faith pursue all claims it may have against Manufacturer, Engine Manufacturer and any other vendor, maintenance provider or repairer in respect of the Aircraft and will promptly notify Lessor in writing of any such claim. Lessee shall not take or allow any action, or omit to take any action, that would adversely affect any material right of any Relevant Party against Manufacturer, Engine Manufacturer and any other vendor, maintenance provider or repairer in respect of the Aircraft. In respect of any maintenance or repairs performed on the Aircraft during the Lease Term, Lessee shall ensure that the person performing such maintenance or repair (including any manufacturer) gives a binding agreement that any warranties given to Lessee in respect of such maintenance or repairs are assignable or transferable to Owner and any subsequent owner or operator of the Aircraft or any part thereof at or after the end of the Lease Term (and such obligation shall survive the Expiry Date).

Lessee shall give Lessor prompt written notice of any warranty claim in respect of the Aircraft which is settled with Lessee on the basis of a total or partial cash payment. Any cash payments to Lessee in respect of warranty claims, which are not or will not be applied to the repair or remedy of defects in the Aircraft and which are not in respect of compensation for loss of use of the Aircraft during the Lease

Term, shall be for Lessor’s account and shall, to the extent received by Lessee, be promptly paid by Lessee to Lessor. In all other cases, proceeds of any claims under any warranty relating to the Aircraft received by Lessee shall be promptly applied to repair or remedy the defect, if any, in the Aircraft giving rise to such claim.

The assignment or other transfer of rights by Lessor or Owner pursuant to this clause 16 shall terminate and automatically revert to Lessor or Owner (as applicable) at the time the Aircraft is redelivered to Lessor (whether at the end of the Lease Term or otherwise and whether voluntary or involuntary) without any further act on the part of Owner, Lessor or Lessee; provided that if any claims relating to the repair or remedy of defects in the Aircraft (other than defects which have been repaired or remedied by Lessee and for which such claim relates only to reimbursement of Lesseefor the costs of such remedyor repair) remain outstanding at the time of such termination, then Lessee shall, at its own expense, take all such actions as are required to assign or transfer the rights to such claims to Lessor (or, at Lessor’s election, Owner) and notify and obtain any required consent of the

relevant manufacturer, vendor, maintenance provider or repairer. If requested by Lessor, Lessee shall take all actions and execute all documents required to give effect to this clause 16.4 and Lessee’s obligations under this clause 16.4 shall survive the Expiry Date.

Lessee hereby agrees at all times to indemnify and hold harmless each Indemnitee from and against all and any Losses that are incurred by, imposed on or asserted against any Indemnitee or the Aircraft by any person directly or indirectly arising from, connected with or related to any of the following:

in each case whether or not such Losses arise in contract, applicable law or otherwise and regardless of the acts or omissions (including any negligence or any type) of any Indemnitee except as expressly provided in clause 17.2.

The following are excluded from Lessee’s agreement to indemnify any particular Indemnitee under clause 17.1:

Lessee and Lessor shall promptly after obtaining actual knowledge thereof notify the other of any Loss as to which indemnification is or may be sought under clause 17.1.

The rights of each Indemnitee in respect of all of the indemnities contained in this Agreement, including in this clause, shall continue in full force and effect in favour of each such Indemnitee notwithstanding the termination of any Transaction Document and/or the leasing of the Aircraft hereunder for any reason whatsoever, any breach of any Transaction Document by any person or any other fact, event or circumstance of any kind whatsoever.

Each indemnity and other payment made by Lessee under this clause 17 shall be made upon written demand for payment and on an After-Tax Basis.

Lessee shall promptly pay and discharge, within the period for payment permitted by law (and shall, if requested by a Tax Indemnitee, produceto such Tax Indemnitee evidence of the payment and discharge thereof), and immediately upon demand pay and indemnify and hold harmless each Tax Indemnitee from and against any and all Taxes whether suffered or incurred by or imposed on Lessee, any Tax Indemnitee or any of their respective Affiliates, the Aircraft or any part thereof or otherwise, directly or indirectly arising from, connected with, related to, upon or measured by any of the following:

and will indemnify and hold harmless each Tax Indemnitee from and against all Losses incurred by any Tax Indemnitee in relation to any such Taxes or in connection with the enforcement of this clause 18.1.

The following are excluded from Lessee’s agreement to indemnify any particular Tax Indemnitee under clause 18.1:

provided that the exclusions set out in this clause 18.2 shall not be interpreted to exclude the making of any payment on an After-Tax Basis.

Each amount stated as payable under any Transaction Document is exclusive of VAT (if any) and is accordingly to be construed as a reference to that amount plus any VAT in respect of it. Lessee will pay to Lessor or the relevant tax authority (as applicable) the amount of any VAT chargeable in respect of any supply for VAT purposes under such Transaction Document. Lessee shall provide evidence to the Lessor in respect of payment of any such VAT. For such purposes:

Each indemnity and other payment made by Lessee under this clause 18 shall be made upon written demand for payment and on an After-Tax Basis.

All payments to be made by Lessee under or in connection with the Transaction Documents, whether in respect of Rent or any other amount, shall be made in full without any deduction or withholding (whether in respect of set-off, counterclaim, duties, Taxes, charges or otherwise) unless such deduction or withholding is required by law in respect of any payment, in which event Lessee shall:

(x) an official receipt of the applicable taxation or other authorities for all amounts deducted or withheld as aforesaid or (y) if such receipts are not issued by the relevant taxation or other authorities, a certificate of deduction or other evidence acceptable to Lessor of payment of the relevant deduction or withholding.

Lessee shall promptly pay all Taxes as and when the same are due and Lessee shall, upon request, provide evidence satisfactory to Lessor that it has paid, or set aside adequate reserves to pay, all Taxes.

each such report, return or statement to Lessor. Where Lessee is not so permitted to file such report, return or statement, it shall notify Lessor of such requirement and prepare and deliver, such report, return or statement to Lessor in a manner satisfactory to it within a reasonable time prior to the time such report, return or statement is to be filed.

The rights of each Tax Indemnitee in respect of the indemnities contained in this Agreement, including in this clause 18, shall continue in full force and effect in favour of each such Tax Indemnitee notwithstanding the termination of any Transaction Document and/or the leasing of the Aircraft hereunder for any reason whatsoever, any breach of any Transaction Document by any person or any other fact, event or circumstance of any kind whatsoever.

From the Delivery Date until expiration or earlier termination of the Lease Term and redelivery of the Aircraft to Lessor (and thereafter in accordance with clause 19.13), Lessee shall, at its own expense, effect and maintain or cause to be effected and maintained in full force and effect insurances and, if required by Lessor, reinsurances, on and with respect to the Aircraft that comply with the provisions of this clause 19, and further comply with any other applicable provisions of the Transaction Documents (such insurances and reinsurances, the Insurances). The Insurances shall be led by underwriters and carried with insurers, and through brokers, in each case, of recognised international standing and credit, in each case acceptable to Lessor in its sole discretion, who regularly participate in aviation

insurance in the London or New York insurance markets (or such other leading international insurance markets as Lessor may approve in writing). The Insurances shall at all times reflect prudent practices in the international aviation insurance market for major international air carriers operating the same type of aircraft as the Aircraft on similar routes.

(iii) increase the Minimum Liability Amount; provided that the Agreed Value may be adjusted in connection with the replacement of any Engine in accordance with clause 15.6 or clause 20.2, as applicable.

Lessee shall obtain and maintain, or cause to be obtained and maintained with respect to the Aircraft the following insurances:

So long as it shall, in Lessor’s opinion, be general industry practice to insure aircraft that are leased and financed on the basis of Lloyds form AVN 67B endorsements, then Lessee shall procure endorsements to the Insurances to incorporate the terms of Lloyds form AVN 67B endorsements into the policies for such Insurances (or, if such endorsements are not possible, shall procure that the Insurances are, at a minimum, consistent with the terms of such endorsements). In the event that any provision of such AVN 67B endorsements conflicts with or is otherwise inconsistent with the requirements of this clause 19 then (so long as it shall, in Lessor’s

reasonable opinion, be general industry practice to insure aircraft that are leased and financed on the basis of such endorsements) such conflicting or inconsistent provision of such endorsements shall prevail and shall be deemed to satisfy the requirements of this clause 19 to the extent of such conflict or inconsistency.

The Insurances required under clause 19.3 shall be provided on an agreed value basis and the policies and shall:

If separate Insurances are arranged to cover the “Hull All-Risks” insurance and the

“Hull War-Risks” and related insurances, the underwriters subscribing to such insurance agree that if any dispute as to whether a claim is covered by the “Hull All-Risks” or “Hull War-Risks” policies, such claim be settled on a 50/50 claim funding basis in accordance with AVS103 (or similar).

the equivalent thereof in any other currency approved by Lessor in writing), for any one accident, such policy or policies to cover war risks and allied perils.

The policies evidencing the Insurances shall:

Lessee shall:

(i) the insured aggregate at the inception of the current policy and (ii) the minimum

requirements of this Agreement.

provide Lessor with certificates of insurance and a broker’s letter of undertaking in respect of the Insurances (including, if applicable a separate certificate and letter of undertaking relating to the reinsurances) that (i) evidence to the satisfaction of Lessor that the Insurances are and will continue in full force after the Delivery Date or the renewal date (as the case may be) for such period as shall then be stipulated and (ii) contain such other certifications and undertakings as are customarily provided to parties of the same type as the Indemnitees by insurance brokers acting for major international air carriers.

If at any time Lessee fails to maintain in full force and effect Insurances in compliance with the Transaction Documents (and without prejudice to any other rights that any Relevant Party may have or acquire under the Transaction Documents or the Insurances because of such failure):

immediately due and payable by Lessee to Lessor or the applicable Relevant Party; and

as Lessor may reasonably require, but in any event for not more than 2 years from the Expiry Date, and such Insurances shall provide for each person that was an Indemnitee immediately prior to the Expiry Date to be named as an additional insured.

If reinsurance is required to be maintained, all reinsurances must (a) be on the same terms as the original Insurances, (b) reinsure not less than 98% of all risks (or such other amount as Lessor may agree), (c) provide that notwithstanding the bankruptcy, insolvency, liquidation, or similar proceedings affecting the reinsured party, the reinsurers will be liable to make payment under the relevant policy of reinsurance as if the reinsured party had (immediately before such proceedings) discharged its obligations in full under the original insurance policy, (d) be with insurers of recognised responsibility with limits in line with those of standard airline practice and (e) contain a “cut through” clause in the following terms or otherwise satisfactory to Lessor:

“The reinsurers hereby agree that in the event of any valid claim arising under the reinsurances in respect of a Total Loss or other claim where, as provided by the [Lease], such claim is to be paid to the person(s) named as loss payee(s) under the primary insurances, the reinsurers shall in lieu of payment to the reinsured, its successors in interest and assigns, pay to the person(s) named as loss payee(s) under the primary insurances effected by the Insured that portion of any loss due for which the reinsurers would otherwise be liable to pay the reinsured (subject to proof of loss), it being understood and agreed that any such payment by the reinsurers shall (to the extent of such payment) fully discharge and release the reinsurers from any and all further liability in connection therewith. Any payment due under this clause shall not contravene any law, statute or decree of [insert country of primary insurer].”

If a Total Loss of the Airframe or the Aircraft occurs during the Lease Term (and whether or not the same constitutes a Total Loss in respect of any Engine or the APU):

freedom from Lessor Liens) all of Owner’s right, title and interest in and to the Aircraft, on an “as-is, where-is” basis, and will procure such bills of sale and other documents and instruments as Lessee may reasonably request to evidence (on the public record or otherwise) such transfer. Lessee shall indemnify each Tax Indemnitee for all fees, expenses and Taxes incurred by it in connection with any such transfer; and

(ii) the date of receipt of insurance proceeds in respect of such Total Loss) by procuring that title to a Replacement Engine is duly transferred to Owner (free of all Security Interests other than Permitted Liens and on terms and from such person as is reasonably acceptable to Lessor). Lessee’s obligation to pay Basic Rent and all other payments shall continue in full force and effect and shall not be affected by such Total Loss or replacement. Upon such transfer of title to such Replacement Engine to Owner, such Replacement Engine shall be an Engine as defined in this Agreement and, provided no Material Default or Event of Default has occurred and is continuing, Lessor shall pay to Lessee or its designee an amount equal to the lesser of (i) the net amount of any insurance proceeds receivedby Lessor in respect of the Destroyed Engine under the Insurances required to be maintained in respect of such Destroyed Engine and (ii) the actual purchase price (or, if sourced from the Lessee’s owned-fleet, the fair market value (as reasonably agreed by the Lessor and the Lessee)) of such Replacement Engine.

Engine and will include each Indemnitee as an additional insured on its insurance policy with respect to the Destroyed Engine for so long as the Destroyed Engine is operated by Lessee.

shall not include reporting requirements and payment of Rent or any other amounts, including any amounts which become payable if the Lease Term is extended in accordance with clause 21.4.1) with which Lessee is unable to comply solely by virtue of such requisition.

On the Expiry Date (other than following a Total Loss) Lessee shall, at its own expense, redeliver the Aircraft and the Aircraft Documents to Lessor (cleared through customs with all Taxes, customs or export duties or other amounts payable in any jurisdiction in connection with the export and return to Lessor of the Aircraft paid in full by Lessee) at an airport in the contiguous United States selected by Lessor and reasonably accepted by Lessee (the Redelivery Location); provided that at the request of Lessor and prior to redelivery, Lessee shall ferry the Aircraft from the Redelivery Location to an airport in the USA selected by Lessor (at Lessor’s cost and expense).

On redelivery of the Aircraft and the Aircraft Documents to Lessor pursuant to this clause 21:

equipment or modifications required for operations outside of the United States (unless the installation of any such equipment or modification is required by the FAA);

confirmation of the correction of all discrepancies discoveredduringthe inspections, Lessee and Lessor will execute a Return Acceptance Certificate, at which time the leasing of the Aircraft pursuant to the terms of this Agreement shall terminate.

(ii) for the sole purpose of promptly carrying out the works necessary to ensure redelivery in accordance with the provisions of this Agreement.

At such time as Lessee is obligated to redeliver the Aircraft to Lessor pursuant to this Agreement, Lessee shall upon the request of Lessor:

The Aircraft shall have at least the same amount of fuel on board at redelivery as at Delivery.

Each of the following shall constitute an Event of Default:

elsewhere in this clause 22.1) which failure is incapable of being remedied or, only if such failure is capable of being remedied, is not remedied to Lessor’s reasonable satisfaction within 30 days after notice from Lessor requiring it to be remedied (or, if earlier, after Lessee became aware of such failure);

of distraint or execution, unless Lessor is satisfied that such attachment, sequestration, levy, distraint or execution is vexatious or frivolous and is being

contested in good faith by appropriate proceedings (for the payment or settlement of which adequate funds are available and, if required, an adequate bond has been or will be provided);

(iii) it consents to such relief or appointment;

in excess of US$3,000,000 (or the equivalent thereof in other currencies) and the same remains undischarged for a period of 30 days or more (unless execution of such judgments, awards or orders has been effectively stayed or an adequate bond has, or adequate bonds have, been provided, in each case, at the time and in the amount required by the relevant judgment, award or order);

clause 22.1.11, such termination shall occur with immediate effect and automatically without the need for any notice to Lessee or any other action;

No right or remedy referred to in this clause 22.1.1 is intended to be exclusive and each shall be cumulative and in addition to any other right or remedy referred to above or otherwise available to Lessor; and the exercising or beginning of the exercise by Lessor of any one or more of such rights or remedies shall not preclude the simultaneous or later exercise by Lessor of any or all of such other rights and remedies. No express or implied waiver by Lessor of any Event of Default shall in

any way be, or be construed to be, a waiver of any future or subsequent Event of Default. To the fullest extent permitted by applicable law, Lessee hereby waives any rights now or hereafter conferred by statute or otherwise that may require Lessor to sell, lease or otherwise use or deal with the Aircraft or any part thereof which may otherwise diminish, limit or modify any of Lessor’s rights or remedies under the Transaction Documents.

Lessor and Lessee agree that:

Upon the occurrence of any Event of Default, and at any time thereafter (without prejudice to and whether or not Lessor shall have exercised, or shall thereafter exercise, any of its other rights under the Transaction Documents or applicable law), Lessee shall indemnify Lessor on written demand against all Losses (including legal, professional and other expenses) payable or incurred by any Relevant Party directly or indirectly in connection with any Event of Default and/or the termination of the leasing of the Aircraft after the occurrence of an Event of Default including:

which the Aircraft can be put upon its return to Lessor (or the funds arising upon any sale, transfer or other disposal of the Aircraft or any rights or interests in and to the Aircraft by any Relevant Party) is not as profitable as leasing the Aircraft in accordance with the terms of the Transaction Documents would have been;

Lessor will use reasonable endeavours to mitigate such Losses and shall provide calculations (in reasonable detail) of any Loss in respect of any claim made under this clause 22.4, but Lessor shall not be obliged (a) to consult with Lessee concerning any proposed course of action or to notify the Lessee of the taking of any particular action, and (b) to disclose any of its tax and/or financial affairs which are confidential in nature.

The issuance by Lessor of a written demand to Lessee for any amount shall not preclude the issuance of further written demands by Lessor to Lessee for amounts which were not known, quantified or incurred at the time of previous demands or which were otherwise not included in previous demands.

If, at any time following execution of this Agreement, it is or will become unlawful in any relevant jurisdiction for Lessee or Lessor to perform or give effect to any of its material obligations under any Transaction Document (each such event, an Illegality Event) then, without prejudice to Lessor’s rights and remedies if an Event of Default occurs, each of Lessor and Lessee shall be entitled to terminate the leasing of the Aircraft under this Agreement by written notice to the other party, which termination shall take place no earlier than the date that Lessor determines will allow for the orderly performance of the remaining obligations under the Transaction Documents without Lessee or Lessor being in breach of applicable law. Upon such termination of the leasing of the Aircraft, Lessee will redeliver the Aircraft to Lessor in accordance with clause 21 (including the Redelivery Conditions). Without prejudice to the foregoing, upon becoming aware of an Illegality Event, Lessee and Lessor will consult in good faith as to any steps which may be taken (at Lessee’s and Lessor’s joint cost) to restructure the transaction on terms with the same commercial effect as the Transaction Documents to avoid such Illegality Event for a period of up to 30 days or, if shorter, a period ending on the date on which the leasing of the Aircraft is terminated.

Except as expressly permitted in clause 10.2.2 or with Lessor’s express prior written consent, Lessee may not assign, novate, transfer or otherwise dispose of any or all of its rights, interests or obligations under any Transaction Document or in respect of the Aircraft or any part thereof.

Subject to clause 23.3, Lessor or Owner or Owner Participant may at any time without the consent of Lessee do any of all of the following:

Lessee acknowledges and agrees that the terms and conditions of the Transaction Documents have been agreed in anticipation of the rights set out in this clause 23, and that each Relevant Party from time to time (and each person that was previously a Relevant Party) shall be entitled to rely on and shall be entitled to the benefit of the provisions of this clause 23. Lessee hereby consents in advance to any sale, assignment, novation, transfer, other disposition or grant of any Security Interest pursuant to this clause 23.2 if the same constitutes a transfer of any “associated rights” and the related International Interests for the purposes of the Cape Town Convention (including Article XV of the Protocol and Article 33(1) of the Convention).

Subject to clause 23.6, the following conditions shall apply in respect of any sale, assignment, novation, transfer, other disposition or grant of any Security Interest pursuant to clause 23.2:

one or more Relevant Parties, Tax Indemnitees or Indemnitees shall constitute a material increase in Lessee’s obligations under the Transaction Documents;

(d) will include any beneficial owner or trustor succeeding to the interest of Owner Participant) under this Agreement shall:

In connection with any sale, assignment, novation, transfer, other disposition or grant of any Security Interest pursuant to clause 23.2, provided Lessee has been given not less than 30 days prior notice of such Transfer, and 15 days prior notice in the case of a Security Assignment (which notice shall not be required in the case of the Security Assignment to be made in connection with the financing to be in place at Delivery), upon request by Lessor (whether on behalf of itself, any other Relevant Party or any Transfereeor any prospective Relevant Party or Transferee), Lessee shall at no cost to itself:

All indemnity provisions and disclaimers and waivers in the Transaction Documents (including the provisions of clauses 17 and 18) shall continue to apply, following any sale, assignment, novation, transfer, other disposition or grant of any Security Interest pursuant to clause 23.2, for the benefit of each person that was an Indemnitee and/or a Tax Indemnitee immediately prior to such sale, assignment, novation, transfer, disposition or grant of any Security Interest. The foregoing is without prejudice to the rights and interests of any person who is or becomes an Indemnitee and/or a Tax Indemnitee at any time on or after the date of such sale, assignment, novation, transfer, disposition or grant of any Security Interest.

Nothing in this clause 23 shall impose any conditions or restrictions on Lessor’s or Owner’s or Owner Participant’s rights or remedies following termination of the leasing of the Aircraft or the occurrence of an Event of Default.

This Agreement shall be binding on and enure to the benefit of the parties hereto and their respective successors and permitted transferees and permitted assignees.

Time is of the essence with respect to the performance of all of Lessee’s and Lessor’s obligations under the Transaction Documents and all timing requirements or limitations relating to such obligations shall be strictly observed.

Each of Lessee and Lessor agrees to promptly do and perform such other and further acts and promptly execute and deliver and, if applicable, consent to, any and all such other instruments and registrations as may be required by law or reasonably requested by the other to establish, maintain and protect the rights and

interests of the Relevant Parties and Lessee under the Transaction Documents and to carry out and effect the intent and purpose of the Transaction Documents, including if requested by Lessor and at Lessee’s expense, the execution and delivery of supplements or amendments to any Transaction Document which are required to subject any Replacement Engine, Replacement APU or other aircraft equipment to the Transaction Documents or the Financing Documents in accordance with the laws of any appropriate jurisdiction. The out-of-pocket costs and expenses of performing the acts contemplated by this clause 24.2 shall be borne by Lessee except where such out-of-pocket costs and expenses are incurred in connection with an act that is (i) in connection with an assignment or transfer by Lessor, other than as a result of an Event of Default or (ii) requested by a Financing

Party, other than as a result of an Event of Default.

The rights of Lessor and Lessee under the Transaction Documents are cumulative, may be exercised as often as Lessor or Lessee considers appropriate and are in addition to its rights under applicable law. The rights of Lessor and Lessee are not capable of being waived or varied other than by an express waiver or variation in writing. Any failure to exercise or any delay in exercising any of Lessor’s or Lessee’s rights shall not operate as a waiver or variation of that or any other such right. Any defective or partial exercise of any of Lessor’s or Lessee’s rights shall not preclude any other or further exercise of that or any other such right. No act or course of conduct or negotiation on the part of Lessor or Lessee or on its behalf shall in any way preclude it from exercising any of its rights or constitute a suspension or any variation of any of its rights.

The provisions of this Agreement shall not be varied other than by an instrument in writing executed by or on behalf of Lessor and Lessee.

All documents, instruments and other written communications delivered or required to be delivered to Lessor or any other Indemnitee or Tax Indemnitee in connection with this Agreement shall be in English, or if not in English, will be accompanied by a certified English translation on which the recipient will be entitled to rely. If there is any inconsistency between the English version of any such document, instrument

or written communication or any Transaction Document and any other version in any other language, the English version will prevail.

Lessor may delegate to any person or persons all or any of the rights, powers or discretions vested in it by or in connection with the Transaction Documents and any such delegation may be made upon such terms and conditions as Lessor in its absolute discretion thinks fit. Each Servicer will act as a lease manager and servicer on behalf of Lessor for all matters relating to the Aircraft, the Transaction Documents and the transactions contemplated thereby. Lessor hereby designates each Servicer as its fully authorised representative to deal directly with Lessee with respect to all such matters with the same effect as if Lessee was dealing directly

with Lessor.

Unless expressly provided otherwise in any Transaction Document, any certificate or determination by Lessor, any Indemnitee or any Tax Indemnitee as to any rate of interest or as to any amount payable under the Transaction Documents shall contain reasonable details of the calculation of such rate or amount and shall, in the absence of manifest error, be conclusive and binding on Lessee.

If any amount paid or recovered in respect of the liabilities of Lessee under the Transaction Documents is less than the amount then due, Lessor may apply such sum to Basic Rent, Supplemental Rent, interest, fees or any other amount due under this Agreement in such proportions and order and generally in such manner as Lessor shall determine.

Address: UMB Bank, N.A.

6440 S. Millrock Drive, Suite 400 Salt Lake City, UT 84121

E-mail: corptrustutah@umb.com Attention: Corporate Trusts – Aviation With a copy to

Address: AE Aircraft Leasing I LLC

6700 Broken Sound Parkway NW Boca Raton, FL 33487

United States of America

E-mail: aircraftnotices@aeroequity.com Attention: Aerospace Leasing Group

And a further copy to

Address: AE Industrial Partners, L.P.

6700 Broken Sound Parkway NW Boca Raton, FL 33487

United States of America

E-mail: aircraftnotices@aeroequity.com Attention: Aerospace Leasing Group

Address: Global Crossing Airlines, Inc., P.O. Box 661240, Miami, FL 33166

E-mail: ryan.goepel@globalxair.com

Attention: Ryan Goepel, CFO With a copy to

Address: Global Crossing Airlines, Inc., P.O. Box 661240, Miami, FL 33166

E-mail: maria.nunez@globalxair.com Attention: Maria Nunez, Internal Counsel

If any of the provisions of this Agreement becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

If Lessee fails to perform or comply with any of its obligations under the Transaction Documents, Lessor and its representatives shall have the right, but shall not be obligated, to effect (or cause to be effected) such performance on Lessee’s behalf.

Lessee hereby irrevocably appoints Lessor as Lessee’s attorney-in-fact (which power shall be deemed coupled with an interest) following the occurrence and during the continuance of an Event of Default to take any action Lessor is allowed to take under this clause 24.12. Lessee shall indemnify Lessor on demand in respect of any reasonable Losses or other amounts (including reasonable legal costs) incurred or expended by Lessor or its representatives in connection with the exercise of its rights under this clause 24.12.

The Transaction Documents constitute the entire agreement between the parties hereto in relation to the leasing of the Aircraft by Lessor to Lessee, and supersede all previous proposals, agreements and other written and oral communications in relation thereto.

The parties intend and agree that for the purposes of all applicable laws (and for all tax and accounting purposes) this Agreement constitutes a true lease and not a Security Interest of any type (including a “security interest” as defined in Section 1-201(37) of the UCC) and confers only a leasehold interest on Lessee in and to the Aircraft on and subject to the terms of this Agreement, and Owner is the owner of the Aircraft and no ownership or other interest with respect to the Aircraft is provided to Lessee under any Transaction Document. Lessee shall not file any tax return that is inconsistent with the provisions of this clause 24.14.

Each of Lessor and Lessee shall, unless it has obtained the prior written consent of the other party, keep confidential the Transaction Documents and any information which is not generally available to the public furnished or made available to it pursuant to any Transaction Document, except for any disclosure made:

Notwithstanding the forgoing, if any permitted disclosure will result in any Transaction Document or any information furnished or made available pursuant to any Transaction Document becoming publicly available, Lessor and Lessee shall

cooperate with each other and any relevant third party to ensure that the financial and material commercial terms of the Transaction Documents remain confidential to the fullest extent permitted by applicable law.

Each Relevant Party, Indemnitee, Tax Indemnitee and Third Party Beneficiary may enforce the rights expressed to be conferred on it or for its benefit under the Transaction Documents together with any rights which are ancillary to such rights. However, the consent of any such person shall not be required for any variation or termination of any Transaction Document. Except as expressly provided in this clause 24.16, the terms of the Transaction Documents may be enforced only by the parties thereto. If it so elects, Lessor may enforce any right of any Relevant Party, Indemnitee, Tax Indemnitee and Third Party Beneficiary on its behalf.

Each of the parties to this Agreement represents and warrants to the other parties that it has not directly or indirectly paid (or agreed or caused to be paid) to any person any commission, brokerage fee, contingency fee or other similar amount, in connection with the Transaction Documents (or the establishment of the transactions contemplated thereby). Lessee agrees to indemnify and hold Lessor harmless from any and all fees, commissions or other payments, if any, arising in connection with any brokers, finders or other agents retained by Lessee in connection with the Transaction Documents (or the establishment of the transactions contemplated thereby).

Except as expressly provided otherwise in this Agreement, each party to this Agreement shall pay its own expenses (including legal, tax and other out-of-pocket expenses) incurred in connection with the negotiation, preparation and entry into the Transaction Documents and the Delivery of the Aircraft, except that Lessee shall pay or reimburse Lessor or the applicable Relevant Party upon demand for the following, in each case on an After-Tax Basis and in the currency in which they are incurred:

any breach, Default or Event of Default under any Transaction Document by any person other than Lessor) or in connection with preservation or enforcement of the rights of any Relevant Party under the Transaction Documents or applicable law (including the repossession, de-registration and export of the Aircraft or any part thereof).

The rights of each Relevant Party under this clause 24.18 shall continue in full force and effect in favour of each such Relevant Party notwithstanding the termination of any Transaction Document and/or the leasing of the Aircraft hereunder for any reason whatsoever, any breach of any Transaction Document by any person or any other fact, event or circumstance of any kind whatsoever.

Notwithstanding the foregoing, Lessee’s obligations in respect of the registration of the Aircraft and perfection of Lessor’s interest in the Aircraft in the State of Registration and with the International Registry at Delivery (including attorney’s

fees) will be subject to a cap of $10,000.

It is expressly understood and agreed by the parties that (a) this Agreement is executed and delivered by the Trust Company not individually or personally but solely in its capacity as owner trustee, in the exercise of the powers and authority conferred on and invested in it, pursuant to the Trust Agreement, (b) each of the representations, undertakings and agreements herein on the part of the owner trustee, as Lessor, is made and intended not as personal representations, undertakings and agreements by the Trust Company, but is made and intended to be made for the purpose of binding only Lessor and its trust estate, (c) nothing in the Transaction Documents shall be construed as creating any liability on the Trust Company, individually or personally, to perform any covenant either expressed or implied, all such liability (if any) being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, and (d) under no circumstances shall the Trust Company be personally liable for the payment of any indebtedness or expenses of the owner trustee or Lessor or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the owner trustee or Lessor under the Transaction Documents or any related documents.

THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES (OTHER THAN SECTION 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW AND ANY SUCCESSOR PROVISIONS THERETO).

permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York state court or in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Lessor may otherwise have to bring any action or proceeding relating to the Transaction Documents against the Lessee or its properties in the courts of any jurisdiction.

LESSOR AND LESSEE HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH THEY ARE BOTH PARTIES INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR

CONNECTED WITH THIS AGREEMENT, ANY OF THE TRANSACTION DOCUMENTS, ANY DISPUTE OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER. THE FOREGOING MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY THE COURT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 25.3.

In any legal action or other proceedings arising out of or connected with the Aircraft, any Transaction Document or any Dispute, Lessee irrevocably waives and agrees

not to assert any defence (or any other action, claim or proceeding) based on sovereign immunity or that it is immune from any legal action or process with respect to itself of its assets or property.

It is the intention of the parties hereto that Lessor shall, to the fullest extent possible under applicable law, be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to the Aircraft. In furtherance of the foregoing, Lessor and Lessee hereby confirm that this Lease is to be treated as a lease for U.S. federal income tax purposes. Nothing contained in this paragraph shall be construed to limit Lessee’s use and operation of the Aircraft under this Lease or constitute a representation or warranty by Lessor, Owner Participant or Lessee as to tax consequences.

SIGNATURE PAGE

IN WITNESS WHEREOF, the parties hereto have caused their duly authorised officers to execute and deliver this Agreement to be executed as of the date first above written.

SIGNED for and on behalf of

UMB BANK, N.A., not in its

individual capacity but solely as owner trustee

By:________________

Name:

Title:

SIGNED for and on behalf of

GLOBAL CROSSING AIRLINES, INC.

by its duly authorised signatory

SIGNATURE PAGE

IN WITNESS WHEREOF, the parties hereto have caused their duly authorised officers to execute and deliver this Agreement to be executed as of the date first above written.

SIGNED for and on behalf of

UMB BANK, N.A., not in its

individual capacity but solely as owner trustee

SIGNED for and on behalf of

GLOBAL CROSSING AIRLINES, INC.

by its duly authorised signatory

By:_____________

Name:

Title:

Schedule 1

Definitions and Interpretation

In this Agreement, unless the context otherwise requires, the following words and expressions have the following respective meanings:

6Y Check means the structural inspections of the Aircraft as defined by the latest Maintenance Planning Document which shall include but not be limited to (i) the 6 year check or equivalent Zonal, Structural and System/Powerplant/APU inspection tasks (ii) the relevant “C” Check and lower checks (iii) any CPCP tasks falling due at that interval and (iv) all supplementary structural inspection tasks falling due at that interval.

12Y Check means the structural inspections of the Aircraft as defined by the latest Maintenance Planning Document which shall include but not be limited to (i) the 12 year check or equivalent Zonal, Structural and System/Powerplant/APU inspection tasks (ii) the

relevant “C” Check and lower checks (iii) any CPCP tasks falling due at that interval and (iv) all supplementary structural inspection tasks falling due at that interval.

Affiliate means, in respect of any person, any other person directly or indirectly controlling, controlled by, or under common control with such first person or within the same consolidated group for accounting purposes as such first person (including atrust of which such first person or such other person is the beneficiary and any person acting in its capacity as the trustee of any such trust).

After-Tax Basis means, in respect of any payment obligation, payment of an amount (if required, in excess of the amount otherwise required to be paid) which is sufficient to ensure that the recipient of such payment is restored to the same position which such recipient would have been in had no Tax, deduction, withholding, expense or other amount been incurred, made, deducted or otherwise applicable in relation to such payment.

Agreed Value means the amount specified in Schedule 9.

Aircraft means (a) the aircraft described in Schedule 2 and Lease Supplement No. 1, including the Airframe, the Engines, the APU and all Parts installed in or on the Airframe at Delivery (other than any equipment to which title has subsequently passed to Lessee in accordance with the terms of this Agreement); (b) any Replacement Engine, Replacement APU and all new, substituted and/or Replacement Parts at any time installed in or on such aircraft to which title has passed, or is required to pass, to Owner in accordance with the terms of this Agreement; (c) the Aircraft Documents; including, in the case of (a) and (b), any Part which is for the time being detached from such aircraft but remains the property of Owner.

Aircraft Documents means (a) all of the documents, manuals, log books, data and records identified in the list attached to Lease Supplement No. 1; (b) any other documents, manuals, log books, data and records provided to Lessee in connection with the Aircraft or required to be maintained by the FAA, the Aviation Authority, the Maintenance Program, this Agreement or otherwise; and (c) all additions, renewals, revisions and replacements from time to time made to any of the foregoing in accordance with this Agreement or the requirements of the FAA, the Aviation Authority, the Maintenance Program or applicable law.

Airframe means the Aircraft, excluding the Engines, the APU and the Aircraft Documents.

Airframe Checks means the 6Y Check and the 12Y Check and Airframe Check means one or more of the foregoing checks, as the context requires.

Airworthiness Directive means an airworthiness directive or airworthiness notice (or an equivalent thereof) issued by the FAA requiring the alteration and modification of the Aircraft or aircraft of a similar model to the Aircraft (including its Engines, APU or any Parts).

AMM means the latest revision of Manufacturer’s Aircraft Maintenance Manual.

Annual Adjustment Date means each 1st of January beginning January 1st, 2026.

Anti-Bribery and Corruption Laws means the U.S. Foreign Corrupt Practices Act of 1977, 15 U.S.C. §§78dd-1 et seq. and the U.K. Bribery Act of 2010, and all regulations relating thereto, and any other anti-bribery or anti-corruption laws and regulations administered or enforced by a Government Entity in any jurisdiction in which Lessee conducts business or owns assets, including laws enacted to implement the OECD Convention on Combatting Bribery of Foreign Public Officials.

Anti-Money Laundering Laws means the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required

to Intercept and Obstruct Terrorism (USA PATRIOT) Act (Pub. L. 107-56), the Anti-Money Laundering Act of 2020, DIVISION F of the William (Mac) Thornberry National Defense Authorization Act for Fiscal Year 2021, the EU Anti-Money Laundering Directives, the Money Laundering Control Act of 1986 (18 U.S.C. §§ 1956 et seq.), and 31 C.F.R. Chapter X, each as amended from time to time, and the anti-money laundering laws and regulations of any other Government Entity which may be applicable to Lessee.

Approved Maintenance Performer means any person (including Lessee) qualifying as a FAR Part-145 and/or an EASA Part-145 Approved Maintenance Organization for the type of maintenance required on the Aircraft, the Engines, the APU and/or any Parts (as applicable); provided that each Approved Maintenance Performer must be approved in advance in writing by Lessor to perform any heavy maintenance (including C Checks, Airframe Checks, Engine Performance Restoration Shop Visits, APU Performance Restorations, Landing Gear Overhauls and thrust reverser overhauls), which consent will not be unreasonably withheld or delayed.

APU means (a) the auxiliary power unit specified in Lease Supplement No. 1 including all Parts installed in or on such auxiliary power unit at Delivery (other than any Parts to which title has subsequently passed to Lessee in accordance with the terms of this Agreement), (b) any Replacement APU to which title has passed to Owner and is leased to Lessee hereunder in accordance with the requirements of this Agreement and all Parts installed in or on such auxiliary power unit at the time of transfer of title to Owner (other than any Parts to which title has subsequently passed to Lessee in accordance with the terms of this Agreement) and (c) all new, substituted and/or Replacement Parts at any time installed in or on any such auxiliary power unit to which title has passed, or is required to pass, to Owner in accordance with this Agreement; including, in each case, any such auxiliary power unit which, having been removed from the Aircraft, remains the property of Owner.

APU Cycle means each cycle elapsing from the moment at which the APU commences operating until the APU is shut down, whether for aircraft operations or testing.

APU Hour means each hour or part thereof elapsing from the moment at which the APU commences operating until the time the APU is shut down, whether for aircraft operations or testing.

APU Performance Restoration means the off-wing APU shop visits including full power section and load compressor disassembly, inspection, component repair and balancing, testing and reassembly of the relevant APU, accomplished in accordance with the APU

manufacturer’s component maintenance manual, with a minimum of zero-time inspections on the rotating hardware and continued-time inspections on the static hardware.

Authorization Letter means a letter or letters from Lessee (or, if applicable, any other permitted operator of the Aircraft) addressed generally (or, if required by Lessor, specifically) to airport authorities, air traffic control or overflight authorities, customs authorities and maintenance providers, pursuant to which Lessee grants authorisation to such persons to issue Lessor and Servicer, upon request from time to time, a statement of account of all amounts due by Lessee to such authority in respect of the Aircraft and the other aircraft in Lessee’s fleet (or to give Lessor access to any online service which would allow it to monitor such amounts due).

Aviation Authority means the FAA, and all and any other Government Entities which shall, from time to time, have control or supervision of civil aviation in the State of Registration and/or have jurisdiction over the registration, airworthiness or operation of, or other matters relating to, the Aircraft.

Back to Birth Traceability means in respect of any LLP, original documentary evidence

specifying the part number and the unique serial number of such equipment or part, and providing a detailed full operational history record acceptable to an EASA or FAA regulatory standard but in any event having the following: (i) if delivered new as a spare part, the manufacturer’s airworthiness document (FAA Form 8130-3 or EASA Form 1) showing the part number and serial number, (ii) if delivered new installed on an assembly, the manufacturer’s assembly bill of material listing showing part number, serial number, assembly serial number and, where relevant, the as-delivered model and thrust rating; (iii) for Engine LLPs, a certified removal/installation (‘on/off’) transaction history detailing an unbroken record of the hours and cycles elapsed at each relevant thrust rating from new up to current; (iv) a statement from all previous operators to the effect that such equipment or part was never involved in any major incident or accident and was never subjected to over-temperature extreme stress condition or immersion in salt water (unless its airworthiness status was re-established by the OEM of the Aircraft, Engine or Part, and supported by an authorized airworthiness release certificate) and was not obtained from any government or military source; and (v) in the case of an Engine LLP, never having been operated in an Engine with a non-OEM approved critical influencing part or equivalent.

Bankruptcy Code means Title 11 of the United States Code, 11 U.S.C. §§101 et seq., as amended, or any successor statutes thereto.

Base Engine Rate has the meaning given to such term in Schedule 9.

Basic Rent has the meaning given to such term in Schedule 9.

Basic Rent Adjustment has the meaning given to such term in clause 15.6.1.

Basic Rent Date means (i) with respect to the first payment of Basic Rent, the First Basic Rent Date and (ii) with respect to each payment of Basic Rent thereafter, the first Business Day of each calendar month during the Lease Term; provided that each payment of Basic Rent for any partial calendar month (for example, the first and last month of the Lease Term) shall pro-rated based on the actual number of days in such calendar month and a 30 day month.

BIS means the Bureau of Industry and Security of the U.S. Department of Commerce.

BIS Lists means the Entity List, Denied Persons List, the Unverified List and the Military Intelligence End-User List as published by BIS from time to time.

Business Day means:

“C” Check means all zonal, systems and structural inspection checks which will be sufficient to clear the Aircraft for the “C” Check interval and in no event less than 7,500 Flight Hours, 5,000 Cycles and 24 months in accordance with the Maintenance Program.

Cape Town Convention means, collectively, the official English language texts of the Convention on International Interests in Mobile Equipment (the Convention), the Protocol to the Convention on Matters Specific to Aircraft Equipment (the Protocol) both signed in Cape Town, South Africa on 16 November 2001 and the regulations and procedures enacted by the Supervisory Authority of the International Registry thereunder, and references to any Articles of the Cape Town Convention refer to the English language version of the consolidated text of the Convention and the Protocol attached to Resolution No. 1 of the Final Act of the diplomatic conference held to adopt the Convention and the Protocol.

Certificated Air Carrier means an air carrier holding an air carrier operating certificate issued by the Secretary of Transportation pursuant to Chapter 447 of Title 49 of the United States Code for aircraft capable of carrying ten or more individuals or 6,000 pounds or more of cargo or that otherwise is certified or registered to the extent required to fall within the purview of Section 1110.

Change has the meaning given to such term in clause 14.5.1. Compliance Date has the meaning given to such term in clause 17.2.1. CPCP means Manufacturer’s Corrosion Prevention Control Program.

Cycle means one take-off and landing of the Aircraft or, in respect of any Engine or Part

temporarily installed on another aircraft, of that other aircraft.

Damage Notification Threshold has the meaning given to such term in Schedule 9.

Default means any Event of Default and any event or circumstance which, with the giving of notice and/or the lapse of time and/or the making of any determination and/or the fulfilment of any other condition, would constitute an Event of Default.

Default Rate means 7% per annum above the United States Dollar Prime Rate offered by Citibank, N.A. (or if not available, the United States Dollar Prime Rate offered by Bank of America, N.A.) on the first date in the period in respect of which interest falls to be determined, provided that if at any time such rate of interest is higher than the maximum rate which is allowed under applicable law (including any usury or similar laws) such rate of interest shall be reduced so that it is equal to such maximum rate allowed under applicable law.

Delivery means delivery of the Aircraft by Lessor to Lessee pursuant to this Agreement.

Delivery Conditions means the requirements specified in Schedule 6.

Delivery Date means the date on which Delivery occurs.

Delivery Inspection has the meaning given to such term in clause 5.6.1.

Delivery Location means Avocet MRO Services in Sanford, Florida, or an airport within the continental United States of America selected by Lessor and acceptable to Lessee (acting reasonably).

Destroyed APU has the meaning given to such term in clause 20.3.1.

Destroyed Engine has the meaning given to such term in clause 20.2.1.

Dispute means any dispute arising out of or in connection with this Agreement (including any dispute arising out of or in connection with the existence, validity or termination of this Agreement, or the legal relationships created by this Agreement, or the consequences of the

nullity of this Agreement) or any non-contractual obligations arising out of or in connection with this Agreement.

Dollars, $ and US$ means the lawful currency of the United States of America. EASA means the European Aviation Safety Agency or any successor thereto. EGT means exhaust gas temperature.

Engine means (a) each of the engines of the manufacture and model and having the respective manufacturer’s serial numbers specified in Lease Supplement No. 1 and all Parts installed in or on such engines at Delivery (other than any Parts to which title has subsequently passed to Lessee in accordance with the terms of this Agreement); (b) any Replacement Engine to which title has passed to Owner and is leased to Lessee hereunder in accordance with the requirements of this Agreement and all Parts installed in or on such engine at the time of transfer of title to Owner (other than any Parts to which title has subsequently passed to Lessee in accordance with the terms of this Agreement); and (c) all new, substituted and/or Replacement Parts at any time installed in or on any such engine to which title has passed, or is required to pass, to Owner in accordance with this Agreement; including, in each case, any such engine or Part which, having been removed from the Aircraft, remains the property of Owner.

Engine LLP means an LLP installed or capable of being installed in the Engine.

Engine LLP Replacement Event means, in respect of an Engine, the performance of scheduled replacement of Engine LLP(s) during an Engine Performance Restoration Shop Visit for an Engine in accordance with the Maintenance Program.

Engine Manufacturer means CFM International, Inc. or its successor in title.

Engine Performance Restoration Shop Visit means, with respect to each Engine, the performance of an off-wing engine shop visit that:

results from such Engine’s performance deterioration detected by condition and trend monitoring; and

Engine Thrust Rating means 22,000 lbs.

EU-ETS Authority means any Government Entity (or any successor thereto) or member state of the European Union with jurisdiction for the application and administration of

EU-ETS Laws in relation to any of Lessee, any other operator of the Aircraft or any wet lessee or the Aircraft.

EU-ETS Authority Letter means a letter addressed to the EU-ETS Authority or other “competent authority” pursuant to the EU-ETS Laws sufficient to permit Lessor and/or its designee to monitor Lessee’s (or any other operator of the Aircraft or wet-lessee’s) performance under the EU-ETS Laws, including a statement of account of all amounts due by Lessee (or any other operator of the Aircraft or wet-lessee) to such authority in respect of the Aircraft and Lessee’s (or any other operator of the Aircraft or wet-lessee’s) fleet, in form and substance satisfactory to Lessor.

EU-ETS Laws means EU Directive 2008/101/EC (amending Directive 2003/87/EC to include aviation activities in the scheme for greenhouse gas emission allowance trading within the European Community) and all related implementing laws and regulations (including those of member states of the European Union), in each case, as amended, supplemented, replaced or otherwise modified from time to time.

Eurocontrol means the European Organisation for the Safety of Air Navigation or any successor thereto.

Eurocontrol Letter means a letter signed by Lessee (or, as applicable, by or any other operator of the Aircraft) in such form as is required by Eurocontrol from time to time.

Event of Default means any event or circumstance specified in clause 22.1.

Exchange Criteria has the meaning given to such term in clause 15.6.1.

Exchange Notice has the meaning given to such term in clause 15.6.1.

Excluded Event means, with respect to any Major Part, the occurrence of any foreign object damage, ingestion, accident, faulty maintenance or installation, incident, abuse, neglect, misuse or elective parts replacement.

Expiry Date means the date determined in accordance with clause 4.2.

Export Control Laws means any and all export control and dual use laws applicable to the Aircraft, the Airframe, the Engines, the Landing Gear and Parts, including, as applicable, the U.S. Export Control Reform Act of 2018, 50 U.S.C. Chapter 58, and the Export Administration

Regulations, 15 C.F.R. Chapter VII, Subchapter C, as amended from time to time, and Regulation (EU) No. 2021/821, and associated implementing laws and regulations of EU member states, as further updated and amended from time to time.

FAA means the Federal Aviation Administration of the Department of Transportation of the United States of America and any successor thereof.

FAA Counsel means McAfee & Taft, A.P.C.

FAR means the Federal Aviation Regulations set out in Title 14 of the Code of Federal Regulations, as amended and modified from time to time.

Final Delivery Date means the date that occurs six (6) months following the Scheduled Delivery Date or such other date as Lessor and Lessee may agree (each acting in good faith).

Final Inspection has the meaning given to such term in clause 21.3.1.

Financial Indebtedness with respect to any person includes any obligation of that person

(whether present or future, actual or contingent, secured or unsecured, as principal or surety or otherwise) for the payment or repayment of money, including (a) under acceptances, bills, bonds, debentures, notes, documentary credits, Security Interests or similar instruments, (b) under guarantees, indemnities or other assurances against financial loss, (c) under any finance or operating lease relating to any asset, (d) in respect of any liability for payment for the purchase of any asset or services, payment of which is due before or after the time of acquisition (other than in respect of any payment for assets or services acquired in the ordinary course of business for which payment is deferred for no more than 60 days) or (e) any other moneys borrowed or raised by any person.

Financing Documents means, from time to time, all loan agreements, credit agreements, security agreements (including any assignment by way of security, mortgage or pledge), swaps, hedging agreements, guarantees, indentures, head leases, participation agreements, proceeds deeds, all parties agreements and all similar agreements (whether an agreement, deed or any other instrument) entered into in connection with the financing or refinancing of the Aircraft by Lessor, Owner, Owner Participant, and/or any of their respective Affiliates with any Financing Party, and Financing Document means one or more of the foregoing documents, as the context requires.

Financing Parties means each person notified by Lessor to Lessee in writing from time to time that provides financing or refinancing (or swaps or hedging in connection therewith) directly or indirectly to Lessor, Owner, Owner Participant, and/or any of their respective Affiliates in connection with the Aircraft and each person that from time to time holds or benefits from a Security Interest in the Aircraft and/or any Transaction Document to secure obligations of any person under the Financing Documents and, in each case, shall include any person acting as an agent, trustee, arranger or in any similar capacity for one or more of the foregoing parties, and Financing Party means one or more of the foregoing persons, as the context requires.

First Basic Rent Date means the earlier of: (i) the date that falls two (2) months after the Delivery Date and (ii) the date on which the Aircraft is released for service at completion of the Post-Delivery Maintenance.

First Maintenance Rent Date means the 15th day of the calendar month following the calendar month in which the First Basic Rent Date occurs.

Flight Hour means each hour or part thereof elapsing from the moment at which the wheels of the Aircraft (or other aircraft in the case of Parts or Engines temporarily installed on such other aircraft) leave the ground on the take-off of the Aircraft (or such other aircraft) until the wheels of the Aircraft (or such other aircraft) touch the ground on the landing of the Aircraft (or such other aircraft) following such take-off.

“GAAP” means, in relation to a person, (a) generally accepted accounting principles as set forth in the statements of financial accounting standards issued by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants; (b) IFRS and International Accounting Standards (and interpretations thereof); or (c) the generally accepted accounting principles in such person’s jurisdiction of organization, as in effect at the relevant time.

Government Entity means (a) any national or supranational government, political subdivision thereof or any state, provincial, municipal or local government or jurisdiction therein (including any free trade zone, special customs zone or similar), (b) any instrumentality, board, commission, court, agency or authority of any of the foregoing, however constituted, and (c) any association, organization or institution of which any of the

foregoing is a member or to whose jurisdiction any of the foregoing is subject or in whose activities any of the foregoing is a participant.

Habitual Base means:

Harsh Environment means harsh environments considered by the Engine Manufacturer’s severity standards to possess any or all of the following characteristics: high temperature, high altitude or polluted, sandy or desert environments.

IATA means the International Air Transport Association and any successor thereof.

IDERA means an irrevocable deregistration and export request authorisation suitable for filing with the relevant Aviation Authority, substantially in the form referred to in the Cape Town Convention or otherwise in form and substance satisfactory to Lessor, granted by Lessee and, if applicable, any other operator of the Aircraft.

Illegality Event has the meaning given to such term in clause 22.6.

Incident and Accident Statement means a statement signed by Lessee’s Quality Control Manager certifying that, from the Delivery Date to the date of such statement, other than as set out in detail in such certificate, neither the Aircraft nor any Engine or Part thereon has ever been damaged in any ‘accident’ or ‘incident’ within the meaning of ICAO Annex 13 (or FAA 49 Code of Federal Regulations 830.2 where applicable) and has not been exposed to excessive heat, shock or salt water and that no Part has been procured form a military source.

Indemnitees means (a) each Relevant Party, each Previous Party, the Trust Company and their respective successors, assigns, transferees, agents, attorneys, servants, representatives, subcontractors, shareholders, equity holders, subrogees, partners, members, managers, contractors and Affiliates and (b) the employees, officers and directors of each person listed in the foregoing paragraph (a), and Indemnitee means one or more of the foregoing persons, as the context requires.

Initial Records has the meaning given to such term in clause 5.6.2.

Insurances has the meaning given to such term in clause 19.1.

International Interest has the meaning given to the term “international interest” in the Cape Town Convention.

International Registry means the electronic registry maintained pursuant to the Cape Town Convention.

Landing Gear means the nose and each main landing gear specified in Lease Supplement No. 1 and any replacement landing gear installed on the Aircraft in accordance with the terms of this Agreement, title to which is vested in Owner in accordance with this Agreement.

Landing Gear Overhaul means an overhaul of a Landing Gear assembly performed in accordance with Manufacturer’s repair manual.

Lease Supplement No. 1 means the lease supplement substantially in the form set out in Schedule 3.

Lease Term means the period commencing on the Delivery Date and ending on the Expiry Date.

Lessee Acknowledgment means one or more acknowledgments from Lessee of any Financing Documents and/or any mortgage granted pursuant thereto and/or any assignment by way of security of any Transaction Documents, in form and substance acceptable to the Relevant Parties and Lessee (acting reasonably).

Lessee Conditions Precedent means the conditions and requirements specified in Part C of Schedule 4.

Lessee Guarantor means Global Crossing Airlines Group, Inc., a company incorporated in the State of Delaware whose registered address is 4200 N.W. 36th Street, Bldg. 5A Miami.

Lessee Guaranty means the guaranty and indemnity dated on or about the date hereof and entered into between Lessee Guarantor and Lessor in respect of the obligations of Lessee under this Agreement and the other Transaction Documents.

Lessor Conditions Precedent means the conditions and requirements specified in Part A of Schedule 4.

Lessor Lien means any Security Interest over the Aircraft:

LLP means any Part for which a mandatory ultimate discard life limit is specified in the type design, instructions for continued airworthiness or, in some cases, the maintenance manual.

Loss means any liability, loss, claim, proceeding, action, suit, judgment, order, damages, penalty, fine, sanction, obligation, demand, fee, cost, charge or expense of any type or nature whatsoever.

Maintenance Planning Document (or MPD) means the Manufacturer’s recommended maintenance program for the Aircraft (including in respect of the Engines, the applicable Engine Manufacturer’s generic work scope planning guide, engine program and maintenance planning guide).

Maintenance Program means at any time a continuous airworthiness maintenance and inspection program of Lessee that is authorised and approved by the Aviation Authority and

(i) is in compliance with all Aviation Authority and FAA guidelines, and (ii) meets the requirements of the Maintenance Planning Document.

Maintenance Rent means all amounts payable by Lessee pursuant to Schedule 10, as the same may be adjusted from time to time in accordance with the terms of this Agreement.

Maintenance Rent Date means (i) with respect to the first payment of Maintenance Rent, the First Maintenance Rent Date, (ii) with respect to each payment of Maintenance Rent thereafter, the 15th day of each calendar month during the Lease Term following the month in which the First Maintenance Rent Date occurs and (iii) the Expiry Date.

Maintenance Rent Rate means the rate specified for each Qualifying Maintenance Event in Schedule 9, as the same may be adjusted from time to time in accordance with the terms of the Transaction Documents (including Schedule 10).

Major Part means, individually or collectively as the context requires, the Engines, the APU and the Landing Gear.

Mandatory Regulatory Requirement means the mandatory maintenance and operational requirements and modifications issued by the FAA, to the extent applicable to the Aircraft.

Manufacturer means Airbus S.A.S. or its successor in title.

Material Adverse Change means a material adverse change in, or effect on, the business, assets, liabilities, operations, management, property, condition (financial or otherwise), prospects or performance of Lessee or Lessee Guarantor that could reasonably be expected to adversely affect the ability of any such person to perform its obligations under the Transaction Documents, the validity or enforceability of any Transaction Document, or the ability of Lessor to enforce any Transaction Document.

Material Default means a Default under any of clauses 22.1.2, 22.1.3 or 22.1.11.

Maximum Change Amount has the meaning given to such term in Schedule 9. Minimum Liability Coverage has the meaning given to such term in Schedule 9.

Minor Discrepancies has the meaning given to such term in clause 5.6.4.

OEM means an original equipment manufacturer.

OFAC means the Office of Foreign Assets Control of the U.S. Department of the Treasury.

Other Agreements means any aircraft lease agreement or other agreement or instrument from time to time entered into between one or more of Lessor, Owner, Owner Participant or any of their respective Affiliates and to which one or more of Lessee or any of its Affiliates are party.

Owner means Lessor or any other person which Lessor notifies Lessee from time to time in writing as being the owner of the Aircraft and, to the extent applicable, meeting the requirements of a Transferee as provided in clause 23.

Owner Participant means AE Aircraft Leasing I LLC, a limited liability company organised, incorporated or formed under the laws of the State of Delaware or such other person notified by Lessor to Lessee from time to time for whom title to the Aircraft is held in trust and, to the extent applicable, meeting the requirements of a Transferee as provided in clause 23.

Owner Participant Undertaking means an undertaking in form and substance reasonably acceptable to Lessee in respect of the Lessor’s obligations under the Transaction Documents.

Part means each part, component, appliance, accessory, instrument, system, module, material or other item of equipment or furnishing (other than complete Engines or other engines or the APU or other auxiliary power unit) for the time being installed or incorporated in or attached to the Airframe, an Engine or the APU or which, having been removed therefrom, remains the property of Owner, including, for the avoidance of doubt, all LLPs and Landing Gear.

Pass-Through Entity means any person that is treated as a partnership, a disregarded entity or pass-through or look-through entity for Tax purposes or any similar person in respect of which Taxes of such person are imposed on the holders of the ownership interests in such person.

PDM Work Scope means a work scope necessary for the Aircraft to have a 24-month clearance prior to the next due required check which is consented to by Lessor in advance in writing.

Permitted Lien means:

provided that (in relation to (a) and (b) above) any such proceedings, or the continued existence of such Security Interest, do not involve any risk of (x) the sale, forfeiture, loss,

detention or seizure of the Aircraft or an Engine or any part thereof or any interest therein or

(y) any civil or criminal liability or penalty being imposed upon any Relevant Party.

Physical Inspection has the meaning given to such term in clause 5.6.2.

Post-Delivery Maintenance means the carrying out of the PDM Work Scope.

Previous Parties means any previous lessor, legal or beneficial owner, lease manager / servicer, financing party, or any related party thereto that needs to be covered as an Indemnitee for the purposes of the operational indemnitees and the liability insurances.

Qualifying Maintenance Event means (a) with respect to any Engine, an Engine Performance Restoration Shop Visit or Engine LLP Replacement Event, (b) with respect to the APU an APU Performance Restoration and (c) with respect to the Landing Gear, a Landing Gear Overhaul.

RDAS means a Repair Design Approval Sheet.

Records Inspection has the meaning given to such term in clause 5.6.2. Redelivery Conditions means the requirements specified in Schedule 7. Redelivery Location has the meaning given to such term in clause 21.1.

Relevant Parties means Lessor, Owner, Owner Participant, Servicer and each Financing Party, and Relevant Party means one or more of the foregoing persons, as the context requires.

Remaining Records has the meaning given to such term in clause 5.6.3.

Removed APU means the APU for such period that it is detached from the Airframe.

Removed Engine means an Engine for such period that it is detached from the Airframe.

Removed Part means a Part for such period that it is detached from the Aircraft or any other part thereof.

Rent means Basic Rent and Supplemental Rent.

Replacement APU means an auxiliary power unit of the same type and model as the replaced APU (or an auxiliary power unit of an improved model suitable for installation and use on the Airframe) in airworthy condition that:

Replacement Engine means an engine of the same type and model, and with at least the same commercial transferrable thrust, as the replaced Engine (or an engine of an improved model suitable for installation and use on the Airframe) in airworthy condition that:

Replacement Part means an OEM part, component, furnishing, appliance, module, accessory, instrument or other item of equipment that:

Return Acceptance Certificate means the return acceptance certificate between Lessee and Lessor, substantially in the form set out in Schedule 11.

Sanctioned Country means any country, region or territory which, at the relevant time of determination under this Agreement, is the subject or target of Export Control Laws or comprehensive Sanctions administered, issued or enforced by any Sanctions Authority, the effect of which, in relation to the Aircraft, prohibits or restricts (a) the export, re-export, flight or transfer of such Aircraft to such country, region or territory, or (b) the operation, sojourn or consignment of such Aircraft in, to, from, within or over such country, region or territory (as of the date of this Agreement, Cuba, Iran, Syria, North Korea, Russia, Belarus and the Crimea, Luhansk and Donetsk regions of Ukraine).

Sanctioned Person means any person that is (a) named or described on any Sanctions List,

(b) resident, located, operating, incorporated, organized or formed under the laws of a Sanctioned Country, (c) the subject or target of Trade Laws (being a person with whom a national of a Sanctions Authority is restricted or prohibited by law from engaging in trade, business or other activities or against whom Trade Laws are otherwise directed), or (d)

owned 50% or more, individually or in the aggregate, or otherwise controlled, by any such person or persons described in the clauses (a), (b) or (c) above.

Sanctions means any and all economic and financial sanctions, sectoral sanctions, secondary sanctions, trade sanctions, embargoes, blocking orders, restrictive measures and anti-terrorism laws administered, enacted, imposed or enforced from time to time by any Sanctions Authority.

Sanctions Authority means, individually and collectively, (a) the United States of America, the European Union or any of its Member States, and the United Kingdom, (b) the respective governmental institutions and agencies of any of the foregoing, including, without limitation, OFAC, BIS, the U.S. Department of State, His Majesty’s Treasury (“HMT”), the Parliament or Council of the European Union, (c) the Security Council of the United Nations, and (d) any other Government Entity having jurisdiction over the Lessee, the Aircraft or any Relevant Party.

Sanctions List means the Specially Designated Nationals and Blocked Persons List and Consolidated Sanctions List maintained by OFAC, the BIS Lists, the Consolidated List of Financial Sanctions Targets maintained by HMT, the Consolidated Financial Sanctions List maintained by the European Union, the United Nations Security Council Consolidated List, and any similar list of designated or sanctioned persons maintained or made public by any Sanctions Authority.

Scheduled Delivery Date means August 31, 2025 or such later date selected by Lessor pursuant to clause 5.1.1, which in any event shall fall on or before the Final Delivery Date unless otherwise agreed by Lessor and Lessee.

Scheduled Expiry Date means the date that falls twenty-seven (27) months from the Delivery Date.

Scheduled Qualifying Maintenance Event has the meaning given to such term in clause 15.6.1.

Security has the meaning given to such term in clause 7.4.

Security Interest means any encumbrance or security interest howsoever created or arising including any mortgage, charge, pledge, assignment by way of security, lien, hypothecation, title retention, lease, attachment, right of detention or seizure, levy, right in rem, right of

possession or any International Interest (or any “non-consensual right or interest”, “national interest” or “sale”, each as defined in the Cape Town Convention, or any prospective form of interest created pursuant to the Cape Town Convention).

Servicer means AE Industrial Partners, L.P. and/or any one or more persons which Lessor notifies Lessee from time to time in writing as being a servicer or manager for Lessor in relation to the Aircraft and/or the Transaction Documents.

SRM means the latest revision of Manufacturer’s Structural Repair Manual.

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

State of Registration means the United States of America, or such other state, country or jurisdiction which Lessor may agree to in writing, and subject to such additional conditions as Lessor may request, in each case in its absolute discretion.

STC means a supplemental type certificate issued when the Aviation Authority has approved a major modification or repair to an existing type certified aircraft or engine.

Substitute Major Part means a serviceable engine, auxiliary power unit or landing gear as declared by that engine’s, auxiliary power unit’s or landing gear’s serviceable tag, that (a) is of the same or improved make and model as the Unserviceable Major Part being replaced,

(b) is suitable for installation on the Aircraft and (c) has sufficient remaining life such that no further Qualifying Maintenance Event is anticipated before the end of the Lease Term. With respect to a Substitute Major Part that is an engine, Lessor or Lessee, as applicable, will use commercially reasonable efforts to provide a substitute engine with remaining Engine LLP Cycles sufficient to operate until the end of the Lease Term.

Supplemental Rent means all amounts, liabilities and obligations (other than Basic Rent) which Lessee assumes or agrees to pay under any Transaction Document to Lessor or any other person.

Tax Indemnitee means each Relevant Party, the Trust Company and their respective Affiliates, and if any such person is a Pass-Through Entity, any person who owns, directly or indirectly (including through one or more Pass-Through Entities), an interest in the Pass-Through Entity.

Taxes means all present and future taxes, levies, imposts, duties, withholdings, deductions, fees, assessments or charges of any nature whatsoever, and regardless of where and on whom they are imposed, including VAT, goods and services, consumption, gross income, net income, gross profit, net profit, excess profit, licence, minimum, alternative minimum, capital gains, turnover, gross receipts, net receipts, registration, corporation, export, import, customs, franchise, transfer, sales, use, business, occupation, excise, personal property, real property, fuel, leasing, occupational, stamp or other taxes or duties of any nature whatsoever (or any amount corresponding to any of the foregoing) imposed, levied, collected, withheld or assessed by a taxing or fiscal authority or agency or other Government Entity of any country, state, jurisdiction or governmental subdivision thereof or therein or by any international or multinational authority, together with any penalties, additions to tax, fines, assessments or interest with respect to any of the foregoing; and Tax and Taxation shall be construed accordingly.

Technical Acceptance Notification Date has the meaning given to such term in clause 5.6.3.

Third Party Beneficiary has the meaning given to such term in clause 15.5.3.

Total Loss means, in relation to the Aircraft, the Airframe, the APU or any Engine:

Trade Laws means Export Control Laws and Sanctions, individually and collectively.

Transaction Documents means this Agreement, Lease Supplement No. 1, the Lessee Guaranty, any IDERA, any EU-ETS Authority Letter, any Eurocontrol Letter, each Authorization Letter, the Trust Agreement, the Lessee Acknowledgment, Owner Participant Undertaking, and any other documents that Lessor and Lessee agree in writing is a Transaction Document and all letters, amendments, modifications, supplements, assignments, transfers, notices, acknowledgements, consents, certificates, confirmations and other documents or instruments from time to time issued or entered into by any person pursuant to or in connection with any of the foregoing.

Transferee has the meaning given to such term in clause 23.2.

Trust Agreement means the Trust Agreement (Aircraft MSN 2481) dated as of October 13, 2020, by and between Owner Participant and Trust Company, including any supplements thereto.

Trust Company means UMB Bank, N.A., a national banking association organised and existing under the laws of the United States of America, not in its individual capacity but solely as owner trustee or any other person notified by Lessor to Lesseefrom time to time that serves in the capacity of trustee and holds title to the Aircraft in trust for another person or persons.

UCC means the Uniform Commercial Code, as the same may be in effect in any applicable state or jurisdiction within the United States.

Unscheduled Qualifying Maintenance Event has the meaning given to such term in clause 15.6.1.

Unserviceable Major Part has the meaning given to such term in clause 15.6.1.

VAT has the meaning given to such term in clause 18.4.

Unless the context requires otherwise, references in this Agreement to:

Schedule 2 Description of Aircraft

Aircraft

Engines

APU

Landing Gear

Schedule 3

Form of Lease Supplement No. 1

THIS LEASE AGREEMENT SUPPLEMENT NO. 1 (this Lease Supplement No. 1) is entered into on the ______ day of ____, 20 _____ between UMB Bank, N.A., a national banking association organised and existing under the laws of the United States of America with its address at 6440 S. Millrock Drive, Suite 400, Salt Lake City, Utah 84121, United States of America, not in its individual capacity but solely as owner trustee (Lessor); and Global Crossing Airlines, Inc., a company duly incorporated under the laws of Delaware having its registered office at Bldg. 5A, Miami Int’l Airport, 4th floor, 4200 NW 36th Street, Miami, FL 33166 (Lessee).

RECITALS:

In consideration of the premises and other good and valuable consideration, receipt of which is hereby acknowledged, Lessor and Lessee hereby agree as follows:

COUNTERPART NO. _____ OF [_____] CONSECUTIVELY NUMBERED, MANUALLY EXECUTED COUNTERPARTS. TO THE EXTENT THAT THIS LEASE SUPPLEMENT NO.1 CONSTITUTES CHATTEL PAPER UNDER THE UNIFORM COMMERCIAL CODE IN THE UNITED STATES OF AMERICA OR ANY CORRESPONDING LAW IN ANY FOREIGN JURISDICTION, NO SECURITY INTEREST IN THIS LEASE SUPPLEMENT NO.1 MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART HERETO OTHER THAN COUNTERPART NO. 1.

1 Only include if there are exceptions/corrections to Delivery Condition to be listed.

IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease Supplement No. 1 to be duly executed as of the day and year first above written.

ANNEX 1 TO LEASE SUPPLEMENT NO. 12

AIRCRAFT FLIGHT HOURS/CYCLES AT DELIVERY

2 NTD: Annexes to be removed from filing copy.

Date of last Landing Gear Overhaul:

ANNEX 2 TO LEASE SUPPLEMENT NO. 1 AIRCRAFT DOCUMENTS

[ATTACHED]

ANNEX 3 TO LEASE SUPPLEMENT NO. 1 LOOSE EQUIPMENT

[ATTACHED]

ANNEX 4 TO LEASE SUPPLEMENT NO. 1 AIRCRAFT LOPA

[ATTACHED]

ANNEX 5 TO LEASE SUPPLEMENT NO. 1 ENGINE LLP DISK SHEETS

[ATTACHED]

ANNEX 6 TO LEASE SUPPLEMENT NO. 1

DISCREPANCIES

Schedule 4 Conditions

In this Schedule 4, unless expressly provided otherwise, any reference to a signed document or instrument (whether a copy or an original) is a reference to a fully complete version of such document or instrument which has been duly executed, dated and issued, delivered or otherwise released.

Part A

Lessor Conditions Precedent

Lessor’s obligation to deliver and commence the leasing of the Aircraft to Lessee under this Agreement is subject to satisfaction of each of the Lessor Conditions Precedent set out in this Part A.

Lessor shall receive from Lessee on or before Delivery of the Aircraft on the Delivery Date or, if earlier, the time specified below in respect of the relevant condition each of the following in form and substance satisfactory to Lessor:

Each of the following conditions shall have been satisfied to the satisfaction of Lessor on or before Delivery of the Aircraft on the Delivery Date or, if earlier, the time specified below in respect of the relevant condition:

The Lessor Conditions Precedent are for the sole benefit of Lessor and may be waived or deferred by Lessor in whole or in part and with or without conditions. If any of the Lessor Conditions Precedent are not satisfied on the Delivery Date and Lessor (in its absolute discretion) nonetheless agrees to deliver the Aircraft to Lessee, Lessee shall ensure that such Lessee Condition Precedent is fulfilled within 10 days of the Delivery Date (or such other period as may be agreed in writing between Lessee and Lessor), and failure of Lessee to do so will constitute an Event of Default.

Part B

Conditions Subsequent

If not previously provided or accomplished, Lessee shall perform or procure the performance of all of the following actions and provide to Lessor each of the documents and evidence listed below, in form and substance satisfactory to Lessor, promptly after Delivery (and in any event within the time periods set out below):

Within 3 Business Days of the Delivery Date, Lessor shall have received an opinion in form and substance satisfactory to Lessor to be given by FAA Counsel in respect of the registrations and filings set out in this Part B(a).

Part C

Lessee Conditions Precedent

Lessee’s obligation to accept delivery of the Aircraft under this Agreement is subject to the satisfaction of the Lessee Conditions Precedent set out in this Part C.

(a) The Aircraft shall meet the Delivery Condition.

(b) No Total Loss shall have occurred.

(c) No change shall have occurred after the date of this Agreement in any applicable law or in the interpretation thereof that, in Lessee’s reasonable opinion, would make it unlawful for any person to perform any of its obligations under the Transaction Documents or would make any Transaction Document unenforceable in whole or in part.

(d) If applicable, a quiet enjoyment letter on substantially the terms of clause 9.1 duly executed by a relevant Financing Party.

(e) Lessee shall have received a copy of each Transaction Document duly signed by the parties thereto (other than Lessee).

(f) Lessee will have received a corporate certificate of Owner Participant signed by an authorized officer to which is attached complete and up to date certified copies of (i) the constitutional documents of Owner Participant, (ii) the resolutions of the board of directors of Lessor approving the transactions contemplated by the Transaction Documents and authorizing one or more persons to sign those of the Transaction Documents to which the Lessor is a party, (iii) if applicable, a power of attorney authorising one or more persons to execute the Transaction Documents to which Owner Participant is a party, (iv) the specimen signatures of such persons who will execute (or have executed) such documents.

(g) Each of the representationsand warranties of Lessor given pursuant to clause 3 of Schedule 5 shall be true and accurate.

The Lessee Conditions Precedent are for the sole benefit of Lessee and may be waived or deferred by Lessee in whole or in part and with or without conditions.

Schedule 5

Representations and Warranties

1 Lessee’s Representations and Warranties

Lessee acknowledges that Lessor has entered into this Agreement and the other Transaction Documents in full reliance on the representations and warranties of Lessee in this clause 1 and clause 2 of this Schedule 5. Lessee represents and warrants to Lessor that:

constitutional documents, any agreement or instrument to which Lessee is a party (or pursuant to which its assets may be affected) or any law applicable to Lessee or (ii) result in the creation or imposition of, or oblige Lessee to create, any Security Interest (other than a Permitted Lien) over all or any part of its undertaking, assets, rights or revenues any laws binding on Lessee;

have been (or, where the same may be duly obtained or effected after the date of this Agreement, will on or before the Delivery Date have been) duly obtained or effected and are (or will on their being obtained or effected be) in full force and effect;

11.1.5. Lessee does not hold an agreement, or have any other obligation, to operate the Aircraft for the benefit of any Sanctioned Person;

(iii) Lessee is not required by law to deduct or withhold any withholding or other Taxes or deductions from any payments under the Transaction Documents;

2 Repetition

The representations and warranties in clause 1 of this Schedule 5 will survive the execution of this Agreement and Delivery. The representations and warranties in clause 1 of this Schedule 5 will be deemed to be repeated by Lessee on the Delivery Date and, with respect to the representations and warranties in the foregoing clauses 1(a) through 1(f) (inclusive), 1(k), 1(r), 1(t) and 1(v), on each Basic Rent Date as if made with reference to the facts and circumstances then existing.

3 Lessor’s Representations and Warranties

Lessor represents and warrants to Lessee, at the date hereof and on the Delivery Date, that:

(a) Status: Lessor is duly incorporated, organised or formed and validly existing under the laws of its jurisdiction of incorporation, organization or formation and has full corporate power and authority to own its assets and carry on its business as it is now being conducted;

(b) Power and authority: Lessor has full corporate power and authority to enter into and perform, and has taken all necessary corporate action (including any actions required by its direct or indirect shareholders or equity holders) to authorise the entry into, and the performance and delivery of, the Transaction Documents to which Lessor is a party and the transactions contemplated thereby;

(c) Legal validity: each Transaction Document of which Lessee has received a copy signed by Lessor has been duly authorised, executed and delivered by Lessor, and constitutes legal, valid and binding obligations of Lessor, enforceable in accordance with its terms (including the terms relating to choice of governing law, jurisdiction and dispute resolution) except to the extent that enforceability may be limited by laws of general application affecting the enforcement of creditors’ rights and/or general principles of equity;

(d) Non-conflict: the execution, delivery of, entry into and performance by Lessor of its obligations under, the Transaction Documents do not and will not conflict with, contravene or result in a breach under any provision of Lessor’s constitutional documents, any agreement or instrument to which Lessor is a party (or pursuant to which its assets may be affected) or any law applicable to Lessor;

(e) Authorization: no licences, authorisations, consents, permits, approvals, orders, registrations or notifications are required under the laws of Lessor’s jurisdiction of incorporation, organization or formation in connection with Lessor’s execution, authorisation, entry into, and performance by Lessor of the Transaction Documents to which Lessor is a party;

(f) Title to Aircraft: on the Delivery Date, Owner will have title to the Aircraft and Lessor will be entitled to lease the Aircraft to Lessee pursuant to this Agreement; and

(g) Pari Passu: the obligations of Lessor under the Transaction Documents are, or upon execution thereof by Lessee will be, direct, general and unconditional obligations of Lessee and rank at least pari passu with all other present and future unsecured and unsubordinated obligations (including contingent obligations) of Lessee, with the exception of such obligations that are mandatorily preferred by law.

4 No Prejudice

The rights of Lessor or Lessee in relation to any misrepresentation or breach of warranty by the other party shall not be prejudiced by any investigation by or on behalf of the first party into the affairs of the other party, by the performance of the Transaction Documents or by any other act or thing done or omitted by the first party that would, but for this clause 4, prejudice such rights.

Schedule 6

Delivery Conditions

Lessee will not be obligated to accept delivery of the Aircraft unless the Aircraft complies with the following conditions:

1 General

1.1 The Aircraft shall be airworthy, and in “as-is, where is” condition except for compliance with the specific terms set forth herein. The Aircraft shall be serviceable, fit for flight with all systems, components or Parts operational and functioning in accordance with their intended use. The Aircraft shall not have any open, deferred, reduced interval inspection or placarded maintenance items.

1.2 The Aircraft shall have installed and shall be furnished with the full complement of Engines and Parts, furnishings and loose equipment as normally installed on an aircraft of similar type for passenger operations. The Aircraft shall be in a condition suitable for immediate operation in commercial airline service in accordance with FAA requirements for FAA Part 121 Operations.