One Jet, Inc. Intellectual Property Sale Memorandum

ONE JET, INC.

INTELLECTUAL PROPERTY SALE MEMORANDUM

PATENTS & SOFTWARE TO MAXIMIZE OPERATIONAL PROFITABILITY IN REGIONAL AIR TRAVEL MARKETS

One Jet, Inc. (“OneJet” or the “Company”) was an air transportation network that provided consumers non-stop air travel in small and midsize markets at relatively low cost. In 2018 the Company terminated its routes and subsequently that year was forced into Chapter 7 bankruptcy.

OneJet has a portfolio of patents and possesses a software platform designed to maximize operational profitability in small and medium-sized regional air market via on-demand pricing. The Company’s patents cover the distribution and inventory management processes required to run an on-demand based revenue optimization system.

DISCLAIMER

This Sale Memorandum contains information regarding certain assets of One Jet and the information contained herein has been prepared for the purpose of providing interested parties with general information to assist them in their evaluation of such assets for sale by the Chapter 7 Bankruptcy Trustee of One Jet, Inc. Nothing contained in this Memorandum is, or shall be relied upon as, a promise or representation as to the past or future performance of One Jet. Sherwood Partners, Inc. (“Sherwood”) has been retained by the Chapter 7 Bankruptcy Trustee as financial advisors to identify buyers for the Intellectual Property and is available to assist in due diligence with buyers. In furnishing this Sale Memorandum, neither the Chapter 7 Bankruptcy Trustee of One Jet nor Sherwood undertakes any obligation to provide the recipient with access to any additional information.

One Jet, Inc., headquartered in Pittsburgh, Pennsylvania, was forced into involuntary Chapter 7 Bankruptcy Protection on November 13, 2018 in the U.S. Bankruptcy Court in the Western District of Pennsylvania (the “Bankruptcy”). Pursuant to that filing the Chapter 7 Bankruptcy trustee (the “Trustee”) hired Sherwood Partners, Inc. (“Sherwood”) to market for sale all of the remaining patents and other intellectual property of One Jet and represent the Trustee in connection with the proposed transaction. This Sale Memorandum highlights the Company Background and Overview, Company History, Situation Overview, and focuses on the Technology, Market Opportunity, Assets Available for Sale, and Terms and Conditions to Sale on certain intellectual property held by the Trustee pursuant to the Bankruptcy.

COMPANY BACKGROUND AND OVERVIEW

One Jet, Inc., based in Pittsburgh, Pennsylvania, was an air transportation network that provided consumers increased access to non-stop air travel in small to midsize markets, at relatively low cost. The initial concept of OneJet was to operate with the schedule flexibility of a charter while getting distribution reach through Global

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Distribution Systems (GDS’s) and their travel agents. Services operated from main commercial terminals and airports in markets served and featured expedited boarding, complimentary onboard amenities, including high- speed internet access, and luxurious interiors. All flights were operated by regionally based operating partners. The Company had expected to fill a gap in the non-stop market: OneJet had aimed to offer business travelers nonstop service between midsize markets that lacked direct links. Prior to the involuntary bankruptcy, the Company touted itself as the “Uber of regional transportation”.

OneJet has been issued patents and possesses software systems. The patents and systems are designed to maximize operational profitability in small and medium-sized regional air market. On demand-based pricing is reasonably critical in many markets to organically meet minimum profitability requirements. The on demand- based revenue management algorithms developed by OneJet maximize profits in smaller volume markets.

OneJet’s patents cover the distribution and inventory management processes required to run an on-demand based revenue optimization system all the while selling through the existing Global Distribution System (GDS) infrastructure. The patented system was designed by Dr. Barry Smith, the former Chief Scientist of Sabre (world's largest airline technology company).

COMPANY HISTORY

The original name of the Company was PrimAir; the Company changed its name to OneJet in Q4 2014 for branding purposes. The airline's first air route (weekday roundtrip flights from Indianapolis to Milwaukee) was announced in March 2015. Flights at that time were operated using Hawker Beechjet 400A business jets. In April 2015, the airline had stated that additional destinations from Indianapolis would be announced; then the airline announced service from Indianapolis to Pittsburgh beginning in May of that year.

Charters could operate to many destinations with a limited fleet. On any given day, they would only operate what their fleet could physically handle and what had been booked; they might create a destination list but they typically did not create a schedule. The initial concept of OneJet was to operate with the schedule flexibility of a charter while getting distribution reach through Global Distribution Systems (GDS’s) and their travel agents. In order to sell through a GDS, an airline needs a published schedule, price structure and seat inventory. OneJet planned to publish a schedule, with many more markets than could/would be served on any given day.

In April 2016, OneJet announced that it would move its base of operations from Indianapolis to Pittsburgh. The OneJet Plus service offered expanded service onboard larger ERJ135 aircraft and provided travelers with enhanced amenities. The airline was attempting to fill a niche: quick-in, quick-out, small plane loads and a great deal of personal service. At one point, OneJet operated primarily from five focus cities: Nashville, Indianapolis, Memphis, Milwaukee and Pittsburgh, though the opportunity which OneJet had identified was a potential of up to 60 potential focus cities and 883 city pair markets.

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OneJet experienced growth in October 2017, when Milwaukee was announced as a second base of operations with flights to Columbus and Omaha starting in November of that year. In May 2018, OneJet announced it was acquiring two separate companies which focused on semiprivate scheduled flights and corporate shuttles, however those intended acquisitions fell through. And when OneJet decided to operate from terminals rather than fixed-based operators (FBO’s), on-demand operations were no longer attractive – OneJet, then, operated strictly as a schedule airline versus an on-demand service.

SITUATION OVERVIEW

On August 29, 2018, OneJet suspended all of its services and routes, i.e. the Company terminated approximately 17 destinations. OneJet in turn announced that it was pursuing its own air operator's certificate so it could operate its own flights and claimed it would resume booking in October 2018, but those plans ultimately did not transpire. Shortly thereafter, OneJet was removed from Pittsburgh International Airport's route map and removed from Milwaukee International Airport's list of airlines page. OneJet did not hold its own air operator's certificate when flight operations ended in August 2018 however were operated by various air charter companies. All of the OneJet aircraft have since either been sold or transferred to public charter services.

In October 2018, various petitioning creditors filed an involuntary Chapter 7 bankruptcy proceeding against OneJet. The filing provided the bankruptcy court’s a view of the finances of OneJet and promulgated several other legal actions, e.g. a federal tax lien, a lawsuit filed by certain investors, and a lawsuit by the Allegheny County Airport Authority which claimed OneJet failed to fulfill service and destination quotas specified as part of an incentives package for its service in Pittsburgh. OneJet was officially forced into involuntary Chapter 7 Bankruptcy Protection on November 13, 2018 in the U.S. Bankruptcy Court in the Western District of Pennsylvania (the “Bankruptcy”).

OVERVIEW OF TECHNOLOGY

OneJet has been issued patents and possesses software systems. The patents and systems are designed to maximize operational profitability in small and medium-sized regional air markets and in this case the opportunities, and related asset value, would be quantified based on the following parameters:

. Total size of related market opportunity . Applicability and criticality of patents and systems to maximizing profits in this market . Competitive advantages and cost/time savings which would have a probable value for potential purchasers of these assets

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Revenue Management and Optimization

Traffic is but one of the criteria that airline management assesses before entering a market. The other critical assumption is to make the very best estimate of revenue possible given the ever-changing and dynamic airline pricing marketplace. Airline fares are set based on the origin and destination market being entered, not on the distance of the flight. The volatility of demand in smaller volume markets generally presents a challenge to traditional schedule airline revenue management systems.

Per the above, on demand-based pricing is reasonably critical in many markets to organically meet minimum profitability requirements. The on demand-based revenue management algorithms developed by OneJet maximize profits in smaller volume markets. The following are the two key attributes of OneJet's system:

. On-demand based scheduling, pricing and inventory management modules; and . The system implements the on-demand processes while maintaining apples-to-apples protocols with all existing scheduled airline distribution systems. This automatically replicates the scope and reach of the major airlines and sets the owner of these patents and software apart.

OneJet’s patents cover the distribution and inventory management processes required to run an on-demand based revenue optimization system all the while selling through the existing Global Distribution System (GDS) infrastructure. A key concept of the patents is that any seat offered for sale could be accommodated, i.e. avoiding the cancelling of bookings due to lack of servicing capacity. The patents were written to not only protect this specific airline application, but also to potentially protect this concept in other industries and applicatios.

The OneJet software system (“PRISM”) was developed over 24 months of custom development time. As bookings arrived, the PRISM software adjusted seat inventory so that all accepted bookings could be accommodated. This happened in real-time. As departure dates approached, the schedule essentially would shrink, not through flight cancellations, but by zeroing-out the seats that could no longer be flown. The goal was to ensure that any seat offered for sale could be accommodated. It would be difficult for another company or new entrant looking to expand into regional market operations to quickly and cost-efficiently build the same system in the time necessary to be a first mover into many markets.

MARKET OPPORTUNITY

The U.S. domestic aviation marketplace has undergone significant structural change. The industry has consolidated into mega-airlines that control 80 percent of the domestic traffic and 85 percent of the domestic revenue. In the period of consolidation, duplicative airline service offerings were eliminated as airline hubs have been removed from respective carrier networks. Rather than offering passengers flights from Point A to Point B over multiple hubs, that same passenger is flown over fewer hubs in order to increase capacity and reduce the associated fixed cost. Capacity can be increased via the optimization software to improve pricing practices and in turn to improve profitability.

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As hubs and other services are removed from the U.S. domestic marketplace through consolidation, passengers in many cities pair markets have lost convenient connections, or even nonstop service, between Point A and Point B. For the most part, the markets that have been disenfranchised or have seen diminished service are too small for the conventional aircraft flown by the U.S. network carriers as they are simply too large. This market vacuum created an opportunity which OneJet attempted to fill.

Acquisition by an existing reservation system and/or a distribution system provider is a logical route for OneJet’s technology. Today's practice by existing reservation systems and/or distribution system providers have fee structures in place that typically charge 3-5% of revenue transacted by regional carriers. Therefore, based on the Company’s projected annual revenue market, one would expect a significant annual revenue generation assuming full maturation and integration of the technology.

ASSETS AVAILABLE FOR SALE

Intellectual Property (“IP”) assets available for sale include:

 Software

Company’s “PRISM” software system and associated intellectual property

 Trademarks

. ONE JET . ONE FLIGHT . BULLET FLIGHT NETWORK . BULLET TRAVEL SYSTEMS . SHOOT STRAIGHT . “BULLET LOGO”

 Patents

Application No. Title Filing Date Country Status PCT/US11/35916 SYSTEMS, METHODS, AND 5/10/2011 PCT Expired MACHINE-READABLE STORAGE MEDIA FOR INTERFACING WITH A COMPUTER FLIGHT SYSTEM 61/333,452 SYSTEM AND METHOD TO 5/11/2010 U.S. Expired SCHEDULE AND MARKET AIR TRANSPORATION SERVICES

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PCT/US11/36134 SYSTEM AND METHOD TO 5/11/2011 PCT Expired SCHEDULE AND MARKET AIR TRANSPORATION SERVICES 13/248,963 SYSTEMS, METHODS, AND 5/10/2011 U.S. Granted MACHINE-READABLE STORAGE MEDIA FOR INTERFACING WITH A COMPUTER FLIGHT SYSTEM 13/249,167 SYSTEMS, METHODS, AND 5/10/2011 U.S. Granted MACHINE-READABLE STORAGE MEDIA FOR INTERFACING WITH A COMPUTER FLIGHT SYSTEM 11781139.8 SYSTEMS, METHODS, AND 5/10/2011 E.U. Pending MACHINE-READABLE STORAGE MEDIA FOR INTERFACING WITH A COMPUTER FLIGHT SYSTEM 2,798,849 SYSTEMS, METHODS, AND 5/10/2011 Canada Lapsed MACHINE-READABLE STORAGE MEDIA FOR INTERFACING WITH A COMPUTER FLIGHT SYSTEM 13/866,972 SYSTEMS, METHODS, AND 4/19/2013 U.S. Abandoned MACHINE-READABLE STORAGE MEDIA FOR INTERFACING WITH A COMPUTER FLIGHT SYSTEM

TERMS AND CONDITIONS OF THE OFFERING

Pursuant to the Order Approving Bidding Procedures for the Sale of Substantially All of the Debtor’s Intellectual Property and Form and Manner of Sale Notice dated August 29, 2019 (the “Order”), Sherwood Partners, Inc. (“Sherwood”) has been engaged by the chapter 7 trustee (the “Trustee”) to sell the intellectual property assets of OneJet and represent the Trustee in connection with the proposed transaction.

The Trustee will oversee the sale process, select the winning bidder(s) and provide appropriate assistance to assign the Patents and any other purchased assets to the buyer. The Trustee will require court approval in order to finalize the sale of the assets. A copy of the Order will be distributed to all interested parties (“Interested Parties”) and shall provide further details on the sales process and criteria to be met for an Interested Party to become a qualified bidder and the terms and conditions to a sale. The Trustee will schedule a hearing with the court upon selection of the winning bidder.

This will be a closed bidding process whereby the names of the bidders and the bids will not be disclosed to the other interested parties other than a possible stalking horse bidder (the “Stalking Horse Bidder”) if the Trustee accepts any such offer. The Trustee and/or Sherwood reserve the right to negotiate with bidders both before and after submitting initial bids.

The contemplated transaction will be an asset sale with the following key terms and conditions:

. Trustee will sell and convey the assets, including all those described herein, on an “as-is, where-is” basis with all faults and encumbrances; . The sale shall be free and clear of all Liens and Claims in accordance with section 1129(b)(2)(A) and 105 of the Bankruptcy Code; . Trustee will sell and convey the assets with no representations or warranties. Please note that the Trustee is not in a position to provide the typical representations or warranties that a buyer may receive in a non- distressed situation; and, . Trustee will provide no indemnification to the purchaser of the assets. Buyer will indemnify Trustee and the Company for post-transaction use of the purchased assets.

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The Trustee will provide a bid deadline shortly. Interested Parties who submit an offer will be expected to provide the name of the purchasing entity, purchase price, assets to be purchased, and any variation from the standard terms and conditions of a form Asset Purchase Agreement (“APA”) and Patent Assignment Agreement that the Trustee will provide upon request. Interested Parties should be aware that any significant material changes to the APA may jeopardize the Trustee’s ability to finalize a transaction with that bidding party and will therefore impact the Trustee’s judgment as to the best offer.

Pursuant to the Order, all qualified bids must be received no later than 4:00 p.m. Eastern Time on Tuesday, November 26, 2019 (“Bid Deadline Date”). Pursuant to the Order, each qualified bidder shall be invited to participate in an auction on December 3, 2019 (the “Auction Sale”). Note: all bids must be no less than $250,000.00 (“Minimum Initial Bid”). Other bidding terms and procedures are outlined in the Order which is available for distribution upon request.

Once the announcement has been made that the bidding has ended, the successful bidder (“Buyer”) will be required to close and fund promptly upon court approval. Please note that the Trustee will require a substantial non-refundable deposit from the winning bidder upon award of the winning bid to that entity. The balance of the monies owing will be due upon court approval. The Trustee reserves the right to accelerate, delay, cancel or alter the bidding process and to withdraw any or all assets from this sale process in the Trustee’s sole discretion. Therefore, Interested Parties are encouraged to complete due diligence and submit offers as soon as practicable.

We appreciate your interest in this opportunity and look forward to engaging with you and your due diligence teams.

For more information, answers to your questions or to schedule a due diligence session, please contact:

Kumar Singla | Sherwood Partners, Inc. 1350 Avenue of the Americas, 2nd Floor | New York, New York 10019 | United States Direct: 212-994-8156 | Email: [email protected]

Peter Hartheimer | Sherwood Partners, Inc. 1350 Avenue of the Americas, 2nd Floor | New York, New York 10019 | United States Direct: 212-333-0711 | Email: [email protected]

SAFE HARBOR STATEMENT This product and IP offering contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by words or phrases such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar statements. Among other things, the business outlook and statements provided by management contain forward-looking statements. Statements that are not historical facts, including statements about Ensemble’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Neither Sherwood Partners, Inc. nor One Jet undertake any obligation to update any forward-looking statement, except as required under applicable law.

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