University of Nebraska Exclusive Aircraft Dry Lease Agreement

This Exclusive Aircraft Dry Lease Agreement (“Agreement”) is effective as of August 1, 2026, (“Effective Date”) between WingsLeasing, LLC, a Kansas limited liability company ("Lessor") and the Board of Regents of the University of Nebraska a public body corporate and governing body of the University of Nebraska for and on behalf of the University of Nebraska at Kearney (“Lessee”).

RECITALS

A. Lessor is the registered owner of certain aircraft available for lease and described on Exhibit A, which is attached hereto and incorporated herein by this reference ("Aircraft" whether one or more).

B. Lessee desires to lease the Aircraft on the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and the above recitals, which are incorporated herein by this reference, the parties agree as follows:

1. Lease of Aircraft. Subject to the terms of this Agreement and in consideration of the rent to be charged as set forth below, Lessor hereby leases the Aircraft to Lessee together with all equipment and accessories installed in or appurtenant to the Aircraft which may be at any time attached or added thereto by or with the consent of Lessor. Lessee shall have exclusive use and operational control of the Aircraft during the Term. The Aircraft provided shall meet all Federal Aviation Administration (“FAA”) certifications for airworthiness with all systems operating normally upon delivery to Lessee. The registration of and title to the Aircraft shall be in the name of Lessor and the Aircraft, at all times during the Term, shall bear United States registration markings.

2. Additional Aircraft. Lessee may adjust the number of Aircraft leased under this Agreement upon ninety (90) days’ prior written notice to Lessor. At the time of delivery of any additional Aircraft, the parties shall update Exhibit A and such additional Aircraft shall become subject to the terms of this Agreement.

3. Term. The initial term of this Agreement shall begin on the Effective Date and terminate on June 30, 2031 (“Initial Term”). This Agreement may be renewed for one (1) additional five (5) year term upon completion of the Initial Term (the “Renewal Term” and collectively with the Initial Term, the “Term”) by mutual written agreement of the parties.

4. Termination.

a. In addition to any other remedies Lessee may have under law or equity, a party may terminate this Agreement for cause upon sixty (60) days' written notice to the other party of a material breach if such breach remains uncured at the expiration of such period. Lessee may terminate this Agreement for its convenience upon ninety (90) days’ prior written notice to Lessor. Upon termination of this Agreement, Lessee shall promptly pay Lessor for all rent and costs incurred up to and including the effective date of termination.

b. If Lessee is in default hereunder for its failure to pay rent as provided below, or to comply with any of the other provisions hereof, and such default continues for more than thirty (30) day following written notice from Lessor to Lessee specifying such default, then Lessor shall have the right to terminate this Agreement, repossess the Aircraft, and pursue any other remedies available to it at law or equity. Notwithstanding any such action which Lessor may take, Lessee shall be and remain liable for the payment of rent incurred hereunder up to and including the date of such termination.

5. Rent. The rent payable by Lessee to Lessor shall be at the rate of $58,546.00 per aircraft for each full year of the Term. For any partial year of the Term, rent shall be prorated on a daily basis (calculated as $58,546.00 divided by 365, multiplied by the number of days in such partial year). Rent shall be paid in quarterly installments due for the previous quarter within thirty (30) days of the end of the previous quarter. Any amount not received by the due date will be subject to interest on the unpaid principal balance at the rate specified in Neb. Rev. Stat. § 45-104.02, as such rate may from time to time be adjusted. In addition to the rent described above, Lessee will be responsible for any and all landing fees, airport usage fees, overnight parking fees, temporary hangar charges, and avionics subscriptions incurred while the Aircraft is in Lessee's possession. Lessee shall pay all expenses for fuel and routine maintenance and repair of the Aircraft during the Term, including those routine expenses incurred for fuel, oil, maintenance, parts, repairs, and inspection for the Aircraft, and other operating costs expressly agreed to in this Agreement. Notwithstanding the foregoing, rent shall be abated on a pro rata daily basis for a reasonable period not to exceed thirty (30) days during which an Aircraft is removed from service for engine overhaul or propeller overhaul work performed by Lessee. Such abatement shall apply only to the Aircraft subject to the overhaul and shall commence on the date the Aircraft is grounded and removed from service for such work and shall terminate upon the earlier of the date the Aircraft is returned to airworthy service or thirty (30) days after the date the Aircraft is grounded and removed from service for such work. Lessee shall provide Lessor with written notice within five (5) business days of the commencement and completion of any such overhaul work, and shall make available to Lessor relevant maintenance records confirming the scope and duration of the overhaul. No abatement shall apply to routine scheduled maintenance, inspections, or any repairs not constituting a full engine or propeller overhaul.

6. Maintenance and Repair. Lessor certifies that each Aircraft has been inspected and maintained within the twelve (12)-month period preceding the Effective Date in accordance with applicable FAA regulations and each Aircraft meets all applicable maintenance and inspection requirements of FAA regulations for the operations to be conducted under this Agreement. Lessor shall provide copies of all maintenance records and logbooks for each Aircraft to UNK upon delivery to Lessee. Lessee shall manage maintenance and repair of the Aircraft to keep it in good operating condition and in compliance with all FAA requirements during the Term. All inspections, repairs, modifications, maintenance, and overhaul work performed by Lessee hereunder shall be done by personnel duly licensed by the FAA to perform such work on the Aircraft, and in accordance with FAA rules, regulations, and standards. Maintenance items and costs beyond required scheduled maintenance must be coordinated in advance with Lessor. Lessee, on behalf of Lessor, shall maintain all logbooks and records pertaining to the Aircraft during the term of this Agreement. Such records and logbooks shall be made available for examination by Lessor upon the reasonable request of Lessor and returned to Lessor upon the termination of this Agreement. Lessee shall pay the cost of any required maintenance and repair. Any damage to the Aircraft caused by any negligence or misuse of Lessee, its agents, employees, program students, or users authorized by Lessee shall be the responsibility of Lessee.

7. Insurance. Lessee shall maintain all risks ground and flight hull insurance in the minimum amount of the lesser of (a) 100% of Total Cost of the Aircraft and (b) the then-current Casualty Loss Value of the Aircraft and aircraft liability insurance in the minimum amount of $1,000,000 per occurrence. Lessee may satisfy any or all of the foregoing requirements through a blanket or fleet aviation insurance policy, provided that such policy affords at least the minimum coverages and limits required herein with respect to the Aircraft. The aircraft liability policy shall name Lessor as additional insured. The ground and flight hull policy shall name Lessor as loss payee solely to the extent of the Casualty Loss Value of the Aircraft. Any insurance proceeds in excess of the Casualty Loss Value shall be paid to Lessee. Such policies may not be non-renewed or cancelled unless thirty (30) days’ advance written notice is provided to Lessor; provided, however, that in the event of cancellation due to non-payment of premiums, at least ten (10) days' advance written notice shall be provided to Lessor. Lessee shall not be in breach of this Lease solely due to an insurer's failure to provide such notice. Lessee shall, as a condition precedent to taking possession of the Aircraft and thereafter upon each renewal, provide Lessor with certificates of insurance evidencing such policies are in full force and effect. For the purposes of this section, the following terms shall have the following meanings:

a. “Casualty Loss Value” means:

i. For August 1, 2026, to June 30, 2027, $565,400; and

ii. For each July 1 to the immediately following June 30 of the Term after June 30, 2027, the stipulated value of the Aircraft determined in accordance with the provisions of section 8.

b. “Total Cost” means $565,400 for each Aircraft.

8. Casualty Loss Value. No later than April 30 of each calendar year of the Term, the parties shall negotiate in good faith and agree in writing upon an updated Casualty Loss Value for each Aircraft effective as of the immediately following July 1. In determining each updated Casualty Loss Value, the parties shall consider all relevant factors, including but not limited to: (a) then-current market values for aircraft of a comparable make, model, and vintage to the Aircraft; (b) total accumulated flight hours on the Aircraft; (c) the overall condition of the Aircraft, including its airframe, engine, and avionics; and (d) the reasonable insurable value of the Aircraft as determined by a qualified aviation insurer. Neither party shall unreasonably withhold, condition, or delay its agreement to a Casualty Loss Value proposed in good faith by the other party. If the parties have not agreed upon an updated Casualty Loss Value on or before April 30 in any calendar year of the Term, the Casualty Loss Value effective as of the immediately following July 1 shall be equal to 90% of the Casualty Loss Value then in effect.

9. Pilot. The Aircraft shall be flown only by licensed and qualified pilots. Lessor acknowledges that the Aircraft, during the Term may be used for pilot training in a Part 141 and Part 61 flight school program which includes student pilots training for their initial airman certification or other certifications.

10. Incident Reporting. Lessee shall notify Lessor in writing within seventy-two (72) hours of the occurrence of any draft incident involving the Aircraft for which Lessee has determined that notification to the FAA is required under applicable federal regulations. Lessee shall have no obligation to provide notice under this section until Lessee has made a reasonable determination that a reporting obligation exists under applicable law.

11. Release/Indemnification.

a. Lessor is not a manufacturer of the Aircraft. Lessor makes no representations, promises, statements, or warranties, expressed or implied, with respect to the merchantability, suitability, or fitness of the Aircraft for Lessee's purposes except as otherwise set forth in this Agreement. Lessor assigns to Lessee all of Lessor's rights pursuant to warranties provided by third-party manufacturer(s) and vendor(s) with respect to the Aircraft, as applicable, and authorizes Lessee to enforce in Lessor's name, but at Lessee's expense, all warranties, agreements, or representations, if any, which may have been made by such third-party manufacturer(s) or vendor(s) to Lessor with respect to the Aircraft or any component, equipment, or accessory thereof. Lessor shall assist Lessee in making any warranty claims against such third-party manufacturer(s) or vendor(s).

b. To the fullest extent allowed by law, Lessor shall defend, indemnify, and hold harmless Lessee, its regents, officers, employees, agents, and students (the “Indemnified Parties”), for any loss, claim, damage, expense, or liability of any kind, including reasonable attorneys’ fees and costs, arising out of or in connection with the acts or omissions of Lessor and its officers, employees, agents, and subcontractors under this Agreement.

12. Taxes. Lessor shall pay or cause to be paid all taxes incurred by reason of ownership of the

Aircraft during the term of this Agreement, including personal property and use taxes.

13. Assignment. This Agreement is non-assignable and non-transferrable. Any attempt by either party to assign its obligations hereunder shall be void.

14. Notices. Any notice required or permitted to be given under this Agreement shall be in writing, sent via certified mail or hand delivery, effective when received, and delivered to the addresses provided on the signature page of this Agreement.

15. Entire Agreement and Amendment. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings between the parties with respect to the subject matter hereof. This Agreement may not be amended except by an agreement signed by Lessor and an authorized representative of Lessee.

16. Relationship of Parties. No agency, partnership or joint venture is created by this agreement. The parties affirmatively disclaim any intent to form such relationship.

17. Waiver. A waiver of any term or provision of this agreement by Lessee shall not be deemed to be a waiver of such provision on any subsequent breach of the same or any other provision contained in this agreement. Any such waiver must be in writing in order to be effective, and no such waiver or waivers shall serve to establish a course of performance between the parties contradictory to the terms hereof.

18. Survival. Provisions surviving termination or expiration of this Agreement are those which on their face affect rights and obligations after termination or expiration and also include provisions concerning indemnification, confidentiality, warranty, governing law and forum, and property rights.

19. Use of Name or Intellectual Property. Lessor agrees it will not use the name or any intellectual property, including but not limited to, any Lessee trademarks or logos in any manner, including commercial advertising or as a business reference, without the expressed prior written consent of Lessee. Lessor agrees it will not use Lessee’s name in any manner that acts as an endorsement or is an appearance of any endorsement in any promotion, advertisement, solicitation or other communication, especially as it relates to Lessor’s business. Notwithstanding the foregoing, Lessor may reference Lessee’s name in materials generally describing the nature of the parties’ relationship under this Agreement.

20. Work Status Verification. Lessor and its subcontractors shall use a federal immigration verification system to determine the work eligibility status of new employees physically performing services within the State of Nebraska pursuant to Neb. Rev. Stat. §§ 4-108 to 4-114.

21. Compliance. Lessor must comply with all laws, ordinances, codes, rules, regulations, and licensing requirements that are applicable to the conduct of its business, including those of federal, state, and local agencies having jurisdiction and/or authority, as well as all Lessee policies.

22. Governing Law and Forum. This Agreement shall be governed by the laws of the State of Nebraska without giving effect to its conflicts of law provisions. Any legal actions brought by either party hereunder shall be in the state courts located in Lancaster County, Nebraska. Any legal action by Lessor in relation to this Agreement shall be instituted in accordance with the provisions of the Nebraska State Contract Claims Act (Neb. Rev. Stat. §§ 81-8,302 to 81-8,306).

23. Debarment List. Lessor certifies and warrants that it has not been debarred, suspended, or declared ineligible as defined in the Federal Acquisition Regulation 48 CFR Ch.1 Subpart 9.4. Lessor also certifies that Lessor, its partners, directors, officers, employees, licensees, subcontractors, or agents have not been excluded or debarred or otherwise become ineligible to participate in federal health care programs pursuant to 42 USC § 1320a-7. The certification and warranty set forth in this section shall be an ongoing certification and warranty during the term of this Agreement, and Lessor shall immediately notify Lessee of any change in the status of the certification and warranty set forth in this section. If Lessor becomes excluded from federal health care program participation or placed on the Consolidated List of Debarred, Suspended, and Ineligible Contractors, this Agreement may be terminated immediately, for cause, by Lessee. If any partners, directors, officers, employees, licensees, subcontractors, personnel, or agents of Lessor become excluded from federal health care program participation, such individual shall be removed from participating in this Agreement immediately. Failure by Lessor to remove such excluded individual immediately shall provide Lessee the right to terminate this Agreement immediately for cause.

24. Nondiscrimination. Neither Lessor nor any of its subcontractors shall discriminate against any employee, or applicant for employment to be employed in the performance of this Agreement, with respect to hire, tenure, terms, conditions, or privilege of employment because of the race, color, religion, sex, disability, or national origin of the employee or applicant in accordance with the Nebraska Fair Employment Practice Act (Neb. Rev. Stat. §§ 48-1101 to 48-1125).

25. Federal Funding Compliance. If this Agreement involves federal funds, (a) Lessor’s compliance in all respects with all applicable federal anti-discrimination laws is material to Lessor’s performance under this Agreement; (b) Lessor certifies that it does not operate any programs promoting diversity, equity, and inclusion that violate such laws; and (c) Lessor’s failure to comply with such laws shall be considered a material breach of this Agreement. If this Agreement is for $15,000 or more and involves federal funds, then Lessor shall comply with 41 CFR §§ 60-300.5(a) and 60-741.5(a), which are incorporated herein by this reference. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and require action to employ and advance in employment individuals without regard to disability or veteran status. If Lessor has fifty (50) or more employees and this Agreement involves payment of $50,000 or more in federal funds to Lessor, then Lessor shall develop or maintain a program as described in 41 CFR 60‐741, subpart C. If Lessor has fifty (50) or more employees and this Agreement involves payment of $150,000 or more in federal funds to Lessor, then Lessor shall develop or maintain a program as described in 41 CFR 60‐300, subpart C. To the extend any of the provisions of Appendix II to 2 CFR Part 200 apply to this Agreement, such provisions are incorporated herein by this reference and apply to Lessor as a “contractor,” “recipient,” or “subrecipient.”

26. Taxpayer Transparency Act. Under Neb. Rev. Stat. §§ 84-602.01 to 84-602.04, Lessee is required to provide the Nebraska Department of Administrative Services with a copy of each contract that is a basis for an expenditure of state funds, including any amendments and documents incorporated by reference in the contract. Copies of all such contracts and documents will be published by the Nebraska Department of Administrative Services at https://statecontracts.nebraska.gov/. It shall be the sole responsibility of Lessor (a) to notify Lessee of any requested redactions to this Agreement, any amendment to this Agreement, and any document incorporated by reference into this Agreement and (b) to indicate the legal basis for such requested redactions at the time of execution thereof. In addition, Lessor shall defend any challenge to such redactions at its own expense. Lessor’s failure to request redactions to any contracts or documents released by Lessee under this section shall constitute a complete waiver of any and all claims for damages caused by any such release.

27. Public Records. Under Neb. Rev. Stat. §§ 84-712 to 84-712.09, information or records of or belonging to Lessee regarding, related to, or part of this Agreement will be open to public inspection and copying unless exempted from disclosure in accordance with Lessee’s interpretation and application of applicable law. It shall be the sole responsibility of Lessor (a) to notify Lessee of requested redactions to any such information or records that may otherwise be required to be open to public inspection and copying and (b) to indicate the legal basis for such requested redactions. In addition, Lessor shall defend any challenge to such requested redactions at its own expense. Lessor’s failure to request redactions to any information or records released by Lessee under this section shall constitute a complete waiver of any and all claims for damages caused by any such release.

28. Conflict of Interest. Lessor certifies, to the best of its knowledge and belief, that (a) there is no unresolved actual or potential conflict of interest related to this Agreement and (b), if Lessor is a Lessee employee, immediate family member of a Lessee employee, or business associated with a Lessee employee and this Agreement is valued at $2,000 or more, Lessor has, prior to execution of this Agreement, https://statecontracts.nebraska.gov/ provided written notification to the vice president for business and finance or relevant vice chancellor for business and finance, as applicable, of Lessor’s status as, relation to, or association with a Lessee employee and of this Agreement. If an actual or potential conflict of interest related to this Agreement arises during the Term, Lessor shall provide to the vice president for business and finance or relevant vice chancellor for business and finance, as applicable, a written disclosure statement that describes all relevant information concerning the actual or potential conflict of interest. If the actual or potential conflict of interest cannot be resolved or Lessee determines Lessor’s certification set forth in this section is false, Lessee may declare this Agreement void and of no further force or effect and Lessee shall have no further obligations under this Agreement.

29. No Personal Liability. In no event shall any regent, official, officer, employee, agent, or student of Lessee be personally liable or responsible for any representation, statement, covenant, warranty or obligation contained in, or made in connection with, this Agreement, express or implied.

30. Electronic Signatures. This Agreement and any other documents to be delivered in connection herewith may be electronically signed, and any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

31. Unavailability of Funding. Due to possible future reductions in state and/or federal funds, Lessee cannot guarantee the continued availability of funding of this Agreement notwithstanding the consideration contained within this Agreement. In the event funds to finance this Agreement become unavailable, either in full or in part, due to such reductions, Lessee may terminate this Agreement or reduce the consideration upon notice in writing to Lessor. Said notice shall be delivered by certified mail (return receipt requested) or in person (with proof of delivery). Lessee shall be the final authority as to the availability of funds. The effective date of such termination or reduction in consideration shall be the actual effective date of the elimination or reduction of funding. In the event of a reduction in consideration, Lessor may cancel this Agreement as of the effective date of the proposed reduction upon the provision of advance written notice to Lessee. Lessor shall be entitled to receive just and equitable compensation for any satisfactory work performed up to the effective date of the termination. In the event of unavailability of funding, Lessee shall not be liable for any penalty, expense, or liability, or for general, special, incidental, consequential, or other damages resulting therefrom.

32. Foreign Adversary Certifications. The terms in this section defined in Neb. Rev. Stat. § 73-903 shall have the meaning defined therein. If this Agreement is for a technology-related product or service and no exception set forth in Neb. Rev. Stat. § 73-906(2) applies, Lessor certifies that it is not a scrutinized company, it will not subcontract with any scrutinized company for any aspect of performance of this Agreement, and any products or services provided under this Agreement do not originate with a scrutinized company. Lessor also certifies it is not a foreign adversary; individual who is a citizen or national of a foreign adversary; legal entity created solely under the laws of a foreign adversary; or agent, subsidiary, or affiliate of such an individual or legal entity acting on behalf of such individual or legal entity. The certifications set forth in this section shall be ongoing certifications during the Term and Lessor shall immediately notify Lessee of any change in the status of the certifications set forth in this section.

[Signature page to follow]

IN WITNESS WHEREOF, the parties have entered into this Agreement as of the Effective Date.

Board of Regents of the University of Nebraska

Signature:

Printed Name:

Date:

Title:

Lessor

Signature:

Printed Name:

Date:

Title:

Notices to Lessee shall be sent to:

University of Nebraska at Kearney ATTN: Vice Chancellor for Business & Finance 2504 9th Avenue Kearney, NE 68849

Notices to Lessor shall be sent to:

Alan Goodnight, President 250 N Water St #300 Wichita, KS 67202 agoodnight@wingsleasing.com

With copy to:

Legal Notices C/O P2P Procurement Contracts 1700 Y Street, BSC 125 Lincoln, NE 68588-0645

With copy to (optional):

Exhibit A - Aircraft

The following Aircraft are subject to this Agreement as of the Effective Date:

Aircraft No. 1 Make/Model Tecnam /P Mentor Year 2026 FAA Registration No. N292CF Serial No. 1140 Color/Description White with Stripes

Aircraft No. 2 Make/Model Tecnam P Mentor Year 2026 FAA Registration No. N108CA Serial No. 1115 Color/Description White with Stripes

Aircraft No. 3 Make/Model Tecnam P Mentor Year 2026 FAA Registration No. N116CA Serial No. 1116 Color/Description White with Stripes

Aircraft No. 4 Make/Model Tecnam P Mentor Year 2026 FAA Registration No. N181CA Serial No. 1117 Color/Description White with Stripes

Aircraft No. 5 Make/Model Tecnam P Mentor Year 2026 FAA Registration No. N491CB Serial No. 1172 Color/Description White with Stripes

Aircraft No. 6 Make/Model Tecnam /P Mentor Year 2026 FAA Registration No. N482CB Serial No. 1173 Color/Description White with Stripes

Aircraft No. 7 Make/Model Tecnam P Mentor Year 2026 FAA Registration No. N49CB Serial No. 1174 Color/Description White with Stripes