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Miami Air International Service Agreement -1- Date: October 17, 2013 The Blacklist / Woodridge Productions, Inc. Accepted By Charterer: Accepted By MAI: INITIALS:_______________ INITIALS:_______________ DATE:__________________ DATE:_________________ Standard Terms and Conditions updated 09/10/2013 Miami Air International Service Agreement Accepted by Customer: Accepted for MAI: Signature: _________________________ Signature: ____________________ Printed Name: _____________________ Kevin White Title: ____________________________ Director of Sales Address:Woodridge Productions Inc. Miami Air International The Blacklist PO Box 660880 Chelsea Piers, Pier 62, Suite 305 Miami, FL 33266 New York, NY 10011 Date: __________ Date: ____________ This offer must be completed with required payment prior to Monday, October 21, 2013 at 12noon. Miami Air International (MAI) will provided access to one Boeing 737-800 aircraft to Woodridge Productions, Inc. for the times listed below to allow members of The Blacklist to conduct film shoot of human models within the aircraft cabin and exterior of aircraft. DATE: Wednesday, October 23, 2013 TIME: 8am – 12 midnight LOCATION: ISP / Long Island MacArthur Airport MAI will have two MAI flight mechanics available to assist production members access to the aircraft. MAI will have the aircraft clean and cooled MAI will be responsible for setting up services for arrival and departure of the aircraft Customer agrees to abide by the instruction of the MAI on-site mechanics regarding Customer agrees to be responsible for all coordination and cost associated with ISP Airport outside of handling the aircraft for arrival/departure. Customer agrees to provide a manifest with names, dob, and gender of the people who will need access to the aircraft.

Miami Air International Service Agreement...Miami Air International (MAI) will provided access to one Boeing 737-800 aircraft to Woodridge Productions, Inc. for the times listed below

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Page 1: Miami Air International Service Agreement...Miami Air International (MAI) will provided access to one Boeing 737-800 aircraft to Woodridge Productions, Inc. for the times listed below

Miami Air International Service Agreement -1- Date: October 17, 2013 The Blacklist / Woodridge Productions, Inc.

Accepted By Charterer: Accepted By MAI: INITIALS:_______________ INITIALS:_______________ DATE:__________________ DATE:_________________ Standard Terms and Conditions updated 09/10/2013

Miami Air International Service Agreement

Accepted by Customer: Accepted for MAI: Signature: _________________________ Signature: ____________________

Printed Name: _____________________ Kevin White

Title: ____________________________ Director of Sales Address:Woodridge Productions Inc. Miami Air International

The Blacklist PO Box 660880 Chelsea Piers, Pier 62, Suite 305 Miami, FL 33266 New York, NY 10011

Date: __________ Date: ____________ This offer must be completed with required payment prior to Monday, October 21, 2013 at 12noon. Miami Air International (MAI) will provided access to one Boeing 737-800 aircraft to Woodridge Productions, Inc. for the times listed below to allow members of The Blacklist to conduct film shoot of human models within the aircraft cabin and exterior of aircraft. DATE: Wednesday, October 23, 2013 TIME: 8am – 12 midnight LOCATION: ISP / Long Island MacArthur Airport

• MAI will have two MAI flight mechanics available to assist production members access to the aircraft. • MAI will have the aircraft clean and cooled • MAI will be responsible for setting up services for arrival and departure of the aircraft • Customer agrees to abide by the instruction of the MAI on-site mechanics regarding • Customer agrees to be responsible for all coordination and cost associated with ISP Airport outside of

handling the aircraft for arrival/departure. • Customer agrees to provide a manifest with names, dob, and gender of the people who will need access to

the aircraft.

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the aircraft's mechanicals
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relating to the time period of Customer's use of said aircraft,
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(“Customer” or “Charterer”)
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Page 2: Miami Air International Service Agreement...Miami Air International (MAI) will provided access to one Boeing 737-800 aircraft to Woodridge Productions, Inc. for the times listed below

Miami Air International Service Agreement -2- Date: October 17, 2013 The Blacklist / Woodridge Productions, Inc.

Accepted By Charterer: Accepted By MAI: INITIALS:_______________ INITIALS:_______________ DATE:__________________ DATE:_________________ Standard Terms and Conditions updated 09/10/2013

STANDARD TERMS AND CONDITIONS

Services. Miami Air International, Inc. (“MAI”) shall provide an aircraft that is part of its fleet of Boeing 737’s for the sole purpose of allowing customer to take film footage using the aircraft as a backdrop and with persons in the seats within the cabin of the aircraft. The aircraft will be parked at a contracted terminal at the Long Island MacArthur Airport (ISP). MAI will provide two flight mechanics to facilitate access to the aircraft. MAI will have the aircraft lights on and the air conditioner on.

MAI, having the sole right to do so, grants to CHARTERER (and its successors, assigns and licensees) the right to photograph, record, reproduce or otherwise use the below-mentioned aircraft, including all names, trademarks, service marks, trade names, logos, artwork, slogans and copyrights in connection therewith (the "Aircraft") in the theatrical television show entitled "The Blacklist" (the "Picture") or any part thereof and any and all promotional materials (including, but not limited to, trailers, one sheets, television and print advertising) as same may be exhibited and exploited by CHARTERER and/or CHARTERER'S successors, assigns and licensees in any and all manner and media throughout the universe and in perpetuity. MAI represents that: (i) the consent of no other person or entity is required to enable CHARTERER to use the Aircraft as described herein; (ii) such use will not violate or infringe upon the trademarks, service marks, trade names, copyright, artistic, and/or other rights of any third parties including the rights of publicity and/or privacy; (iii) it shall indemnify CHARTERER, its successors, assigns and licensees and hold them harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable attorneys' fees), judgments and penalties arising out of, resulting from or incurred because of CHARTERER'S use of the Aircraft; and (iv) MAI is limited to its remedy at law for damages, if any, and in no event may rescind or terminate this Agreement or any of the rights granted to CHARTERER hereunder or to enjoin, restrain or otherwise impair the production, distribution, advertising or other exploitation of the Picture. Price. Customer agrees to pay MAI $35,568.00 by Monday, October 21, 2013 at 12noon.

Cancellation. If customer cancels prior to 5pm Tuesday, October 22, 2012, not due to Force Majeure as outlined in this agreement, MAI will impose a $10,000 cancellation penalty. If customer cancels after 5pm Tuesday, October 22, 2012, not due to Force Majeure as outlined in this agreement, MAI will impose a 100% cancellation penalty. Contact Person. MAI and Charterer agree to cooperate with each other for the successful completion of the agreement. Customer agrees to provide MAI with a 24 hour contact person to who can make decisions on behalf of customer.

Consequential Damages. Notwithstanding anything to the contrary herein provided, MAI shall not be liable or responsible for any consequential damages (including lost profits) which may be realized by customer or any of its affiliates, their respective directors, employees, and agents pursuant to the terms of this Agreement. Force Majeure. If MAI or the Charterer is rendered unable, wholly or in part, by Force Majeure (the party which is so rendered unable is referred to herein as the “Affected Party”) to carry out its obligations under this Agreement, other than the obligations to make money payments, such party as is prevented from performing shall be entitled to cancel, with such notice to the other party as is reasonable under the circumstances, any and all flights affected by such Force Majeure without being subject to or responsible for any penalties or damages for such cancellation. Furthermore, the obligations of Affected Party, so far as they are affected by the Force Majeure, shall be suspended during the continuance of the Force Majeure. The Affected Party shall give the other party such notice as is reasonable under the circumstances of the nonperformance and shall use commercially reasonable efforts to remove the Force Majeure with all reasonable dispatch but shall not be required to settle strikes, lockout, or other labor

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MAI acknowledges Charterer's exclusive ownership in and to the Picture, in any and all media now known or hereafter devised, throughout the world in perpetuity.
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Page 3: Miami Air International Service Agreement...Miami Air International (MAI) will provided access to one Boeing 737-800 aircraft to Woodridge Productions, Inc. for the times listed below

Miami Air International Service Agreement -3- Date: October 17, 2013 The Blacklist / Woodridge Productions, Inc.

Accepted By Charterer: Accepted By MAI: INITIALS:_______________ INITIALS:_______________ DATE:__________________ DATE:_________________ Standard Terms and Conditions updated 09/10/2013

difficulty contrary to its wishes and in its sole discretion. The term "Force Majeure" shall mean any event which is not reasonably within the control of the parties hereto which would prevent such party from fulfilling its obligation under this Agreement, including but not limited to acts of God, strike, lockout, or other industrial disturbance, act of the public enemy, war, blockade, public riot, lightning, fire, storm, flood, explosion, governmental restraint, and any otherwise. Without limiting the generality of the foregoing, MAI shall not be liable for loss, injury, damage or delay to or suffered by the Charterer or any passengers from landing at an airport at a destination other than contracted, failure to stop at any contracted intermediate airport, any Flight interruption, delay or cancellation caused by mechanical difficulties caused by foreign object damage, riots, wars, civil commotion, strikes, labor disputes, weather conditions, acts of God, public enemies, quarantine, the absences of any necessary governmental approvals, or any other cause (whether of the same or different nature) beyond MAI control. If any event set forth in the immediately preceding sentence shall occur, MAI shall have the right to cancel all or parts of this Agreement and the charges stated herein shall apply only to services actually performed by MAI. Flight Delays. If for any reason MAI’s aircraft is delayed into ISP including maintenance or weather and the aircraft is unable to get to ISP to be available for filming, MAI will return payment in full.

Notice – Except as otherwise provided in this Agreement, notice under this Agreement will be delivered in person, mailed by certified mail, or delivered by courier as follows:

(1) If to MAI:

If by e-mail: [email protected] If by Fax: 305.876.3612

If by Mail: Miami Air International, Inc. P.O. Box 660880 Miami Springs, Florida 33266-0880 Attn.: Vice President of Sales If by courier: Miami Air International, Inc.

5000 NW 36th Street, Suite 307 Miami, Florida 33166 Attn.: Vice President of Sales

Charterer acknowledges that it is aware that the United States Postal Service (“Postal Service”) does not deliver mail to the street address indicated above for courier delivery, and that the Postal Service will only deliver mail to MAI at the post office box indicated above. Charterer agrees that all written communications which are intended to be delivered to MAI by the Postal Service shall be addressed exclusively to the Post Office Box indicated above. Charterer agrees to indemnify and hold MAI harmless from and against any loss, cost or expense paid or incurred by MAI as the result of any attempt to deliver a communication to MAI at the street address by the Postal Service.

Choice of Law and Jurisdiction. This Agreement shall be governed by and construed and interpreted in accordance

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If to Charterer, in-persn, mail or courier delivery shall be delivered to the address first noted above on the first page of this Agreement. Urgent notices shall also, in addition to mail or courier service, be given to the contact person designated by Charterer.
Page 4: Miami Air International Service Agreement...Miami Air International (MAI) will provided access to one Boeing 737-800 aircraft to Woodridge Productions, Inc. for the times listed below

Miami Air International Service Agreement -4- Date: October 17, 2013 The Blacklist / Woodridge Productions, Inc.

Accepted By Charterer: Accepted By MAI: INITIALS:_______________ INITIALS:_______________ DATE:__________________ DATE:_________________ Standard Terms and Conditions updated 09/10/2013

with the laws of the State of Florida, without reference to its conflict of law rules. The parties consent and agree to submit to the exclusive jurisdiction of the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida, and the U.S. District Court, Southern District of Florida, and further agree that venue in Dade County, Florida shall be proper.

Attorneys’ Fees. If any action is brought at law, in equity or arbitration, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees actually incurred, whether in arbitration, pretrial, trial or appellate levels, which may be set by the court or the arbitrator in the same action or in a separate action brought for that purpose, including costs and fees for investigation and collection of any amount awarded in such action, in addition to any other relief to which the party may be entitled. MAI Indemnification. Charterer agrees to defend, indemnify and hold harmless MIA and it directors, officers, employees and affiliated companies from and against any liabilities, penalties, damages, losses, causes of action, or expenses of any type whatsoever (including legal fees and expenses) caused by or arising out of (i) any breach of this Agreement on the part of Charterer or its employees or agents, (ii) any act or omission by Charterer or its employees or agents which is grossly negligent or a violation of any applicable governmental laws, rules or regulations, or (iii) any claim by an employee or agent of Charterer against MIA that relates to or is based upon the proper exercise of MIA’s rights under this Agreement.

Customer Indemnification. MIA agrees to defend, indemnify and hold harmless Charterer and it directors, officers, employees and affiliated companies from and against any liabilities, penalties, damages, losses, causes of action, or expenses of any type whatsoever (including legal fees and expenses) which Charterer may suffer as a result of (i) any breach of this Agreement on the part of MIA or its employees or agents, (ii) any act or omission by MIA or its employees or agents which is grossly negligent or a violation of any applicable governmental laws, rules or regulations, or (iii) any claim by an employee or agent of MIA against Charterer that relates to or is based upon the proper exercise of Charterer’s rights under this Agreement.

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Any controversy or claim arising out of or relating to this Agreement, its enforcement, arbitrability or interpretation shall be submitted to final and binding arbitration before a single arbitrator, in accordance with the applicable rules and procedures of JAMS. The arbitrator shall be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS. The arbitration shall be a confidential proceeding, closed to the general public. The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator's award is based. The parties will share equally in payment of the arbitrator's fees and arbitration expenses and any other costs unique to the arbitration hearing (recognizing that each side bears its own deposition, witness, expert and attorneys' fees and other expenses to the same extent as if the matter were being heard in court). Nothing in this paragraph shall affect either party's ability to seek from a court injunctive or equitable relief at any time to the extent the same is not precluded by another provision of this Agreement.
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reasonable outside
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Except to the extent arising from the negligence or willful misconduct of MAI or its directors, officers, employees, agents and/or representatives,
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Page 5: Miami Air International Service Agreement...Miami Air International (MAI) will provided access to one Boeing 737-800 aircraft to Woodridge Productions, Inc. for the times listed below

Miami Air International Service Agreement -5- Date: October 17, 2013 The Blacklist / Woodridge Productions, Inc.

Accepted By Charterer: Accepted By MAI: INITIALS:_______________ INITIALS:_______________ DATE:__________________ DATE:_________________ Standard Terms and Conditions updated 09/10/2013

EXHIBIT C TO CHARTER CONTRACT

STANDARD INSTRUCTIONS FOR WIRE TRANSFERS

IN THE EVENT THAT YOU WISH TO WIRE PAYMENTS DIRECTLY TO THE ESCROW ACCOUNT, THE FOLLOWING INSTRUCTIONS WILL FACILITATE THIS PROCESS. ADHERENCE TO THIS FORMAT WILL ASSIST IN THE PROPER PROCESSING OF THESE FUNDS. REMITTER OF FUNDS SHOULD INSTRUCT THEIR BANK TO WIRE IN IMMEDIATELY AVAILABLE FUNDS, WITHOUT RIGHT OF SET-OFF OR DEDUCTION, TO: BANK OF AMERICA 100 WEST 33rd ST. NEW YORK, NY 10001 ABA#: 026-009-593 SWIFT: BOFAUS3N IM MIAMI AIR INTERNATIONAL-CUSTOMER ACCOUNT 5000 NW 36th STREET SUITE 307 MIAMI, FL 33166 ACCT#: 000180019810

ATTENTION: SETTLEMENTS FOR FURTHER CREDIT TO: ACCT#: 06-06-008-0505115 BNF REF: Contract # 10232013 IT IS IMPERATIVE THAT YOU ENTER THE CONTRACT NUMBER IN THE REFERENCE BENEFICIARY FIELD FOR IT TO BE APPLIED CORRECTLY. MAI DOES NOT ACCEPT ACH TRANSFERS _____________________________________________________________________________________

AMOUNTS PAID BY CERTIFIED CHECK OR MONEY ORDER IF NOT PROVIDED BY WIRE TRANSFER, EACH CHARTERER OR ITS AGENT SHALL PAY ALL SUMS PAYABLE IN ADVANCE TO MAI BY CERTIFIED CHECK OR MONEY ORDER PAYABLE TO THE ORDER OF: “BANK OF AMERICA/MIAMI AIR ESCROW FUND.”

ALL CERTIFIED CHECKS AND/OR MONEY ORDERS MUST BE SENT

VIA COURIER (FEDEX, UPS, DHL) TO MIAMI AIR INTERNATIONAL, INC. 5000 NW 36TH ST SUITE 307MIAMI, FLORIDA 33166

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