Aimia Inc. — M&A Activity 2020

May 22, 2020

[Redacted Version]

LETTER OF INTENT

This letter of intent (this “LOI”) is entered into as of May 11, 2020 among Aerovias de Mexico, S.A de C.V. (“Aeromexico” or “AM”) and Aimia Inc. (“Aimia”). Each of Aeromexico and Aimia may be referred to herein as a “party” and collectively as the “parties”.

RECITALS

WHEREAS, Grupo Aeromexico, S.A.B. de C.V. (“GAM”), Aeromexico and certain affiliates of Aimia have entered into the Shareholders Agreement, dated as of September 13, 2010 (the “Shareholders Agreement”) in connection with the establishment of PLM Premier, S.A.P.I. de C.V. (“PLM”) as a joint venture created to own and operate the Club Premier loyalty program (“Club Premier” or “CP”);

WHEREAS, Aeromexico and PLM have entered into the Commercial Participation and Services Agreement, dated as of September 13, 2010, as amended (the “CPSA”) in connection with the participation by Aeromexico in Club Premier.

WHEREAS, the parties wish to (a) negotiate certain changes to the CPSA to strengthen the relationship between PLM/Club Premier and AM and work together to grow and improve the program, (b) improve their cooperation and communication in connection with the corporate governance of PLM, and (c) align PLM shareholder interests regarding enhancing PLM profitability and value; and

WHEREAS, the parties wish to set forth the terms and conditions applicable to the Transactions (as defined below) in this LOI, as follows:

CLAUSES

Accordingly, the parties agree as follows:

I. Transactions. The transactions contemplated between the parties and GAM and between AM and PLM (the “Transactions”) include:

1. Suspension of Branded Fares Revenue Support Guarantee. Promptly after the execution of this LOI by the parties, the parties will cause AM and PLM to enter into an agreement to temporarily suspend or waive, with retroactive effect from April 1, 2020, the application of the temporary PLM revenue support guarantee originally granted by AM in connection with the Branded Fares Amendment No. 2 to the CPSA dated as of March 23, 2018. Such suspension/waiver shall be effective until the earlier of sixty (60) days from the date of this LOI or the execution of the Definitive Agreements (as defined below).

2. Amendments to the CPSA. The parties will cause AM and PLM to negotiate in good faith, acting reasonably, certain amendments to the CPSA, which may include certain of the matters described in Exhibit 1 hereto.

3. Amendments to the Shareholder Agreement. The parties will negotiate in good faith, acting reasonably, certain amendments to the Shareholders Agreement, which may include:

(a) providing GAM with an option to purchase all of Aimia’s PLM shares at a purchase price based on an agreed EV/adjusted EBITDA multiple of 7.5x, with a minimum total price of US$ 400 million for Aimia’s PLM shares, assuming PLM has no net financial indebtedness (defined as third party debt, minus cash and intercompany loans from PLM to Aeromexico (other than intercompany loans referred to in this LOI)) (such total price to be adjusted down to reflect Aimia’s pro rata share of such net financial indebtedness). The parties will review and collaborate in good faith in order to structure the purchase of Aimia’s PLM shares in a tax efficient manner and to minimize or eliminate any risks related thereto, as determined by the parties acting reasonably. This option would be exercisable at any time up to the seventh (7[th] ) anniversary of the effective date of the amendment of the Shareholders Agreement, with 180 days’ notice to Aimia.

(b) such other amendments to the Shareholders Agreement as the parties may

agree.

4. Related Financing Matters

(a) (i) Promptly after execution of this LOI, the parties will cause PLM to make an advance of US$ 50 million to AM by PLM under the Intercompany Revolving Loan Agreement dated as of January 16, 2016 (the “Intercompany Loan Agreement”) with a term of [loan term redacted] years and an interest rate of [loan interest rate redacted] per annum, compounded semi-annually, (ii) promptly following such advance, the parties will cause AM and PLM to enter into an amendment to the Intercompany Loan Agreement to re-characterize such advance as a special disbursement thereunder that will not be included as outstanding loans for purposes of calculating available loan amounts in connection with ordinary course, periodic short term disbursements under the Intercompany Loan Agreement. The parties agree that [loan advance repayment amount redacted] of this advance will be repaid (1) from the proceeds of the leveraged recapitalization transactions set forth in Section I.4(d) of this LOI or, (2) if unavailable, through an additional advance purchase of award tickets under the facility described in Section I.4(b) hereof or (3) otherwise as agreed in such amendment.

(b) Upon execution of the amendments referred to in Sections I.2 and I.3 of this LOI, the parties will cause PLM and AM to carry out a pre-purchase of award tickets for the net purchase price of US$ 50 million in accordance with terms and conditions and using procedures previously utilized in respect of similar award ticket pre-purchases under the Pre-Paid Seat Asset Purchase Agreement, dated September 13, 2010.

(c) The advance pursuant to Section I.4(a) and the award ticket pre-purchase pursuant to Section I.4(b) shall each be secured by AM’s PLM shares under the Irrevocable Guarantee Trust Agreement with Reversion Rights No. F / 1416, dated September 13, 2010,

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among AM, Grupo Aeroméxico, S.A.B. de C.V., PLM, and Deutsche Bank México, S.A., as trustee, as amended. AM shall do all such things as may be necessary to give effect to the provisions of this Section, including to perfect the security interest in AM’s PLM shares.

(d) The parties will use commercially reasonable efforts to effect a leveraged PLM recapitalization transaction providing US$ 100-150 million to each PLM shareholder. [commercially sensitive recapitalization transaction details redacted]

II. Effectiveness; Documentation.

1. This LOI shall become effective on the date this LOI is duly signed by all parties.

2. The parties agree to, and shall cause PLM to, negotiate in good faith, acting reasonably, and finalize the amendments referred to in Section I.2, I.3 and I.4(a) and (b) of this LOI in good faith and shall use best efforts to, and cause PLM to, finalize, execute and deliver the definitive agreements containing such amendments (the “Definitive Agreements”) by no later than sixty (60) days after the execution of this LOI. Upon the execution of the Definitive Agreements, the Definitive Agreements shall supersede the applicable terms and conditions of this LOI.

III. Binding Commitment. This LOI shall constitute a legally binding, enforceable agreement of the parties.

IV. Termination. This LOI shall terminate on the earlier of (1) written notice by all parties terminating this LOI, (2) one hundred eighty (180) days after the date of this LOI, or (3) the execution of the Definitive Agreements between the parties and PLM, as applicable. If the parties do not conclude the Definitive Agreements prior to the date set forth in this Section (the “Initial Term”), the parties may extend the Initial Term for such period as may be mutually agreed between the parties (each such extension, an “Extension Term”) by providing prior written notice signed by all parties seven (7) calendar days prior to the expiration of the Initial Term or an Extension Term, as applicable.

V. Confidentiality.

1. Subject to Section VI, each party agrees that it shall not at any time disclose to any person any confidential information concerning this LOI or the Transactions (“Confidential Information”), except:

(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of entering into the Definitive Agreements. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses Confidential Information comply with this obligation; and

(b) as may be required by law, court order or any governmental or regulatory

authority.

VI. Press Release. Except as otherwise required by law, neither party shall issue any press release or make any other statement intended for public distribution relating to, or connected with, this LOI or the matters contained herein without obtaining the prior approval of the other party.

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However, the Parties acknowledge that it is their intention to issue one or more press release(s) relating to the Transactions and this LOI, the contents of which shall be jointly developed and approved.

VII. Expenses. Except as otherwise set forth in this LOI or in the Definitive Agreements, each party will bear its own expenses related to the preparation, negotiation and execution of this LOI and the Definitive Agreements.

VIII. Miscellaneous.

1. This LOI shall be governed by the laws of the State of New York without regard to its conflict of laws principles (other than Section 5-1401 of the General Obligations Law of the State of New York). The parties irrevocably agree that the state and Federal courts located in the Borough of Manhattan, New York City shall have jurisdiction to settle any dispute or claim that arises out of or in connection with this LOI.

2. This LOI constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes any prior written or oral understandings with respect thereto.

3. This LOI can only be amended by a subsequent agreement in writing by the parties hereto.

4. Each party hereby represents and warrants that this LOI has been duly authorized and validly executed and delivered by such party.

5. The parties may execute this LOI in counterparts, including portable document format (PDF) or other electronic copies, which taken together will constitute one instrument. The parties’ obligations shall be subject to their signature indicating their acceptance of the terms contained in this LOI.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF , the parties hereto have executed this Letter of Intent as of the date set forth above.

AEROVÍAS DE MÉXICO, S.A. DE C.V.

By: (signed) Ricardo Javier Sánchez Baker Name: Ricardo Javier Sánchez Baker Title: Attorney-in-Fact

By: (signed) Daniel Martínez Martínez Name: Daniel Martínez Martínez Title: Attorney-in-Fact

AIMIA INC.

By: (signed) Steven Leonard Name: Steven Leonard Title: CFO

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Exhibit 1

Summary Descriptions of Certain Potential Modifications to the CPSA

Set forth below are certain matters to be discussed, analyzed and negotiated by the parties and PLM, including by means of the preparation of appropriate financial models, and following any agreement relating to one or more of such matters, included in an amendment to the CPSA. For purposes of clarity, inclusion of any matter on this list does not (i) imply acceptance by any party or PLM of any proposed modification involving such matter, (ii) any obligation by any party or PLM to agree to include any such matter in any such amendment or (iii) any obligation to enter into any such amendment.

General Matters

• Extension of CPSA term by 20 years

• Discussion of measures by AM and PLM to (i) increase Club Premier (CP) penetration among AM customers, (ii) promote direct points sales to CP members, (iii) enhance CP member activity, and (iv) clarify PLM management rules for Corporate Club Premier (“CPC”) including [specific CPC related disclosure redacted]

• [commercially sensitive disclosure on member requirements, benefits, management, support and financial contributions redacted]

Accrual and Redemption Matters

• Finalization of previous negotiations relating to the implementation of [commercially sensitive negotiation details redacted] , along with any transitory financial support to be provided by AM to PLM in connection with [commercially sensitive negotiation details redacted]

• Implementation of previously agreed and completion of pending negotiations relating to award ticket and ancillary redemption transactions through AM direct channels, including am.com

• Implementation of previous agreements regarding [commercially sensitive agreement details redacted] for AM revenue tickets

• Discussion of adjustments to [commercially sensitive purchase requirement adjustment details redacted] purchase requirements to eliminate, by adding an [commercially sensitive purchase requirement adjustment details redacted] adjustment formula, the effects of force majeure and market-related events involving AM and PLM

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Commercial/Promotional Matters

• Implementation of commercial/promotional opportunities by AM under CPSA, including (i) optional promotional point purchase program by AM and clarification of permitted uses (no limitation), (ii) rights of AM to purchase a limited number of Premier Points at a discounted rate for use in certain AM promotional activities, (iii) rights of AM to use CP in connection with Gran Plan and other commercial initiatives

• [commercially sensitive exclusivity provisions redacted]

Operational Matters

• Clarification of CPSA provisions relating to PLM and AM roles in connection with certain aspects of CP operations, including management of [Airline participant details redacted] and other airline participation, CP member management and contacts, marketing and publicity and AM access to CP information and analyses

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