Aimia Inc. — Merger & Acquisition 2022

Feb 8, 2022

Execution Version

LETTER OF INTENT

This Letter of Intent (this “LOI”) is entered into as of February 8, 2022, among GRUPO AEROMEXICO , S.A.B. DE C.V. (“GAM”), AEROVIAS DE MEXICO, S.A. DE C.V. (“Aerovías” and, together with GAM, “Aeromexico”) and AIMIA HOLDINGS UK LIMITED and AIMIA HOLDINGS UK II LIMITED (formerly respectively known as Aeroplan Holdings UK Limited and Aeroplan Holdings UK II Limited, and hereinafter referred to together as “Aimia”), and PLM PREMIER, S.A.P.I. DE C.V . (formerly known as Premier Loyalty & Marketing, S.A.P.I. de C.V., and Formación Especializada en Negocios, S.A.P.I. de C.V., “PLM”). Each of GAM, Aerovías, Aimia and PLM may be referred to herein as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS , GAM, Aerovías, Aimia and PLM entered into that certain Shareholders Agreement, dated as of September 13, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Shareholders Agreement”), in connection with the establishment of PLM;

WHEREAS , Aerovías and PLM have entered into that certain Commercial Participation and Services Agreement, dated as of September 13, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “CPSA”), pursuant to which PLM and Aerovías established the commercial terms and conditions for the continued participation of Aerovías in the Club Premier loyalty program;

WHEREAS , on September 13, 2010, PLM and Aerovías entered into that certain Pre-Paid Seat Asset Purchase Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “PPSA”), pursuant to which PLM and Aerovías agreed to the terms and conditions relating to the deposit by PLM of certain amounts with Aerovías to be held by Aerovías for the benefit of PLM and applied in due course as payment for the future purchase of certain award tickets by PLM on behalf of Club Premier members under the CPSA;

WHEREAS , on January 20, 2016, PLM and Aerovías entered into that certain Intercompany Revolving Loan Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “IRLA” and, together with the Shareholders Agreement, the CPSA, the PPSA, and the other agreements set forth on Exhibit D annexed hereto, the “Club Premier Agreements”), pursuant to which PLM and Aerovías agreed to the terms and conditions relating to certain intercompany loans to be made by PLM from time to time to Aerovías;

WHEREAS , GAM, Aerovías, and certain of their affiliates are debtors and debtors in possession (collectively, the “Debtors”) in those certain Chapter 11 proceedings (the “Chapter 11 Cases”) pending before the United States Bankruptcy Court for the Southern District of New York, Case No. 20-11563 (SCC) (the “Bankruptcy Court”);

WHEREAS , Aimia is the owner of shares of PLM, as set forth on Exhibit A attached hereto (the “Shares”), constituting 48.8551% of the outstanding shares, on a fully diluted basis, of PLM;

WHEREAS , the Parties have agreed on the terms pursuant to which Aimia shall divest its Shares to PLM as part of the Transaction (as hereinafter defined), which terms are set forth in this LOI;

NOW, THEREFORE, the Parties hereby agree as follows:

1. Capital Contribution and Divestiture of Shares. Upon the terms and subject to the conditions contained in a definitive agreement for the Transaction (the “Agreement”) and in the Confirmation Order (as defined below), at Closing (as defined below), (a) Aeromexico shall contribute additional capital to PLM, and (b) PLM shall redeem or repurchase from Aimia all of the Shares, and upon such redemption, such Shares shall be cancelled by PLM. The Capital Contribution (as defined below) by Aeromexico to PLM, the redemption (or repurchase) and cancellation of the Shares, and the payments contemplated by this LOI, shall be collectively referred to herein as the “Transaction”. The Parties acknowledge and agree that the aggregate consideration (the “Consideration”) for the redemption of the Shares payable by Aeromexico through PLM to Aimia shall be equal to:

(i) US$330,000,000 (the “Cash Payment Amount”); plus

(ii) an amount (the “Additional Payment Amount”) equivalent to the Additional Payment Amount as set forth on Exhibit B attached hereto, which Additional Payment Amount, for illustrative purposes only, equals approximately US$88,273,000 based on a reconciliation date of December 31, 2021; provided , however , that the Additional Payment Amount at Closing shall be determined based on a reconciliation date as of the last date of the month immediately preceding the Closing Date (as defined below) and shall be subject to adjustment within thirty (30) days following the Closing Date based on, among other things, any non-ordinary course activities reflected in and using the financial statements of PLM as of the Closing Date; plus

(iii) US$27,500,000, payable by PLM to Aimia post-Closing, subject to adjustment pursuant to the material terms and conditions set forth on Exhibit C attached hereto (the “Additional Earnout Amount”); less

(iv) the estimated Mexican corporate income tax liability (the “Tax Liability”) of PLM at Closing (and for greater certainty, excluding any withholding taxes) as solely and directly attributable to the Transaction effected in accordance with this LOI, and based on sum of the amounts set forth paragraphs (i) and (ii) above and assuming that the timing of payments of the Consideration is effected as contemplated by Paragraph 3 of this LOI, and such Mexican corporate income tax is estimated at US$32,692,000. It is understood among the Parties that any additional tax liability (the “Additional Tax Liability”) incurred by PLM as a result of and upon payment of the Additional Earnout Amount will be deducted from the amount due to Aimia upon payment of the Additional Earnout Amount.

The Parties acknowledge and agree that the aggregate amount of capital to be contributed by Aeromexico to PLM (the “Capital Contribution”) shall be equal to the amount of the sum of the Cash Payment Amount and the Additional Payment Amount.

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1. Payments. Subject to compliance with Mexican corporate laws, Aeromexico shall (a) make contributions to PLM in an aggregate amount equal to the Capital Contribution; (b) cause PLM to pay to Aimia the Cash Payment Amount and the Additional Payment Amount, net of the Tax Liability, at Closing, in immediately available US Dollar funds; (c) cause PLM to pay the amount of the Tax Liability to the appropriate governmental authority(ies); and (d) cause PLM to pay to Aimia post-Closing the Additional Earnout Amount, net of the Additional Tax Liability, in immediately available US Dollar funds, in accordance with the terms set forth on Exhibit C.

2. Timing of Transaction Steps at Closing. At Closing, the amount of the Capital Contribution shall be released by Aeromexico to PLM for (a) payment of the Consideration due at Closing to Aimia for the redemption (or repurchase) and cancellation of the Shares and (b) payment to the applicable governmental authority(ies) for the Tax Liability. The release of funds and the payments from PLM to Aimia at Closing shall occur in three (3) separate and consecutive tranches on the Closing Date.

3. Definitive Agreement. As soon as possible following the execution of this LOI by all Parties (such date, the “LOI Effective Date”), the Parties will cooperate in good faith to prepare and execute the Agreement, covering the specific terms necessary to accomplish the Transaction contemplated hereby, and appropriate schedules disclosing requested information, all of which must be, as to form and substance, mutually satisfactory and acceptable to the Parties hereto. Subject to paragraph 5(a) herein, the Parties shall use best efforts to complete and execute the Agreement within thirty (30) calendar days following the LOI Effective Date. Upon the execution of the Agreement, the Agreement shall supersede the applicable terms and conditions of this LOI. Without limiting the generality of the foregoing, the Agreement shall include the following conditions precedent to the consummation of the Transaction (the “Closing Conditions”):

(a) Entry of the Confirmation Order;

(b) Each of the conditions to the effectiveness of the Debtors’ Chapter 11 Plan (as defined below) shall have been satisfied or waived;

(c) All necessary governmental and corporate approvals for the Transaction applicable to each Party shall have been received by such Party; provided that the Agreement shall set forth the Parties’ respective obligations to file the applicable requests for such governmental approvals promptly after the Parties’ execution of the Agreement;

(d) The Agreement shall contain mutually acceptable indemnification obligations of Aimia and Aeromexico with respect to certain agreed upon matters, which obligations shall include, among other things, (i) shared indemnification obligations between Aimia and Aeromexico under certain specified conditions, (ii) such indemnifications obligations shall be solely for a period (the “Indemnification Period”) of five (5) years counted from the date of the filing before the Mexican competent tax authorities of the annual tax return of PLM containing the Tax Liability resulting from the Transaction (the “Indemnification Expiration Date”); provided that, if the applicable statute of limitations is suspended, tolled or otherwise modified so that it will expire after the Indemnification Expiration Date, the Indemnification Period shall be extended so that the Indemnification Expiration Date occurs upon the expiration of the applicable statute of limitations, except that such period shall only be extended beyond the

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Indemnification Expiration Date if any extension is caused by matters directly related to the indemnification obligations, which for the avoidance of doubt, includes any extension of the statute of limitation by virtue of an audit procedure or contest of a claim, and (iii) Aimia’s maximum aggregate indemnification obligation/liability shall be US$50,000,000;

(e) Aimia’s representations and warranties shall be limited to power and authority, ownership of the Shares (including no other equity interest in PLM other than as set forth on Exhibit A), no conflicts and required regulatory approvals;

(f) In accordance with applicable Mexican income tax law, payment of the Capital Contribution to PLM shall not be subject to any withholding or other taxes;

(g) Subject to Aimia providing substantiation to Aeromexico of its tax residence in accordance with the United Kingdom-Mexico Tax Treaty, the payment of the Consideration to Aimia shall not be subject to any withholding or other taxes;

(h) On the Closing Date, after PLM pays to Aimia the Cash Payment Amount and the Additional Payment Amount (net of the Tax Liability), PLM will have sufficient cash on hand to pay in full the Tax Liability;

(i) The shareholders of PLM shall approve the resignations, effective as of the Closing Date, of the directors appointed by Aimia, and shall release each of such directors from any and all liabilities, whether now known or hereafter asserted, in connection with the performance of their respective duties as directors of PLM; (j) The Shareholders Agreement shall terminate effective upon and concurrently with the Closing;

(k) Effective upon Closing, the proofs of claims bearing claim numbers (i) 733, 734, 735, and 736 filed by PLM and (ii) 737, 738, 739, 740, 741, 742, 743, and 744 filed by Aimia in the Chapter 11 Cases, in each case, shall be deemed withdrawn with prejudice;

(l) Effective upon Closing, each of the Debtors, PLM and Aimia, shall, to the fullest extent permitted by applicable law, forever, unconditionally, permanently, and irrevocably release, discharge, and acquit each other and each of their respective successors, assigns, affiliates, subsidiaries, controlling persons, shareholders, partners, representatives, agents, attorneys, financial advisors, consultants, professionals, officers, directors, members, managers, and employees, present and future, and their respective heirs, successors and assigns, in each case solely in their capacities as such of and from any and all action, claims, controversies, disputes, liabilities, damages, obligations, demands, expenses (including, without limitation, attorneys’ fees), debts, liens, actions, and causes of action of any and every nature whatsoever, whether arising in law or otherwise (in each case, arising on or prior to the Closing Date), and whether known or unknown, matured or contingent, arising under, in connection with, or relating to the Club Premier Agreements or in any way relating to Aimia’s ownership of the Shares and/or Aimia’s activities in connection with the operations or actions of PLM, including, without limitation, (i) any and all “claims” (as defined in the Bankruptcy Code) and causes of action arising under the Bankruptcy Code, and (ii) any and all offsets, defenses, claims, counterclaims, set off rights, objections, challenges, causes of action, and/or choses in action of any kind or nature

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whatsoever, whether arising at law or in equity, including any recharacterization, recoupment, subordination, avoidance, or other claim or cause of action arising under or pursuant to section 105(5) or chapter 5 of the Bankruptcy Code or under any other similar provisions of applicable state, federal, or common law, including, without limitation, any right to assert any disgorgement or recovery, in each case, with respect to Club Premier Agreements and the relationship between the Parties; provided that the foregoing shall not release any rights, interests and/or obligations provided for in this LOI. The Parties understand, acknowledge and agree that (A) the releases set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release, and (B) no fact, event, circumstance, evidence or transaction in existence today or that has existed in the past and which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above; and

(m) Subject to customary exceptions, from the LOI Effective Date to the Effective Date (as defined in the Debtors’ Chapter 11 Plan), no event shall have occurred that results in or could reasonably be expected to result in a material adverse change in the operations, assets, revenues, financial condition, in each case taken as a whole, of PLM (other than by virtue of the consummation of the Chapter 11 Plan and the events typically resulting from therefrom); provided, however , that, effects arising out of, resulting from or attributable to (i) any change after the date hereof in global, national or regional political conditions (including hostilities, acts of war, sabotage, terrorism or military actions, or any escalation or material worsening of any such hostilities, acts of war, sabotage, terrorism, military actions existing or underway, acts of God or pandemics) or in the general business, market, financial or economic conditions affecting the industries, regions and markets in which the Debtors operate, including any change in the United States or applicable foreign economies or securities, commodities or financial markets, or force majeure events or “acts of God”; (ii) COVID-19 and any mutations and evolutions thereof, (iii) any changes in applicable law or generally accepted accounting principles in the United States or Mexico, and/or (iv) declarations of national emergencies in the United States or Mexico or natural disasters in the United States or Mexico, shall not constitute or be deemed to contribute to a material adverse change, and shall not otherwise be taken into account in determining whether a material adverse change has occurred or would reasonably be expected to occur.

1. Approval by the Bankruptcy Court. The Parties acknowledge and agree that the consummation of the Transaction contemplated by this LOI shall be subject to, among other things, the following:

(a) The Bankruptcy Court shall have entered an order (the “Confirmation Order”) pursuant to section 1129 of the Bankruptcy Code confirming a chapter 11 plan of reorganization for the Debtors, including the Plan Supplement and all exhibits, supplements, appendices and schedules to the foregoing, as any of them may be amended or modified from time to time (the “Chapter 11 Plan”), and (i) solely to the extent provisions of the Chapter 11 Plan and/or the Confirmation Order relate to Aimia, PLM, this LOI and/or the Transaction, such provisions of the Chapter 11 Plan and Confirmation Order shall be reasonably acceptable to Aimia and PLM, and (ii) such Confirmation Order shall not be subject to any stay or any appeal and shall authorize, among other things, the Debtors to enter into the Transaction and to execute the Agreement and all related documentation and shall approve (A) all of the relief related thereto as set forth in this

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LOI and in the Chapter 11 Plan and (B) customary releases and exculpations for the officers and directors of PLM;

(b) This LOI and all definitive documentation relating to the Transaction, including, without limitation, the Agreement, all agreements, instruments of transfer and closing documents contemplated by the Agreement, and, in each case, any amendments or modifications thereto, shall be in form and substance reasonably acceptable to Aimia, PLM and the Debtors in all respects; and

(c) Each Party covenants and agrees that it shall support, on terms reasonably acceptable to each Party, in the Bankruptcy Court, by all appropriate documentation, filings and otherwise, including, without limitation, by withdrawing any previously filed objections, the approval of this LOI, the Parties’ entry into the Agreement, the consummation of the Transaction, the confirmation of the Chapter 11 Plan and the entry of the Confirmation Order as each relates to the foregoing; provided , that such Confirmation Order include paragraphs numbered 43–45 of the Confirmation Order filed at Docket #2574 on January 25, 2022.

1. Effectiveness; Binding Agreement. Each Party hereby represents and warrants that this LOI has been duly authorized and validly executed and delivered by such Party. This LOI shall become effective as of the LOI Effective Date. Upon the LOI Effective Date, this LOI shall constitute a legally binding agreement, enforceable against each Party in accordance with its terms.

2. Termination. This LOI shall terminate if the Bankruptcy Court shall reject or otherwise fail to approve the Transaction in connection with or following a hearing to consider confirmation of Debtors’ Chapter 11 Plan. In the event of such termination, the Parties shall use their good faith efforts to renegotiate the terms of the Transaction taking into account any concerns relating to the Transaction expressed by the Bankruptcy Court in denying confirmation of the Chapter 11 Plan. In such a circumstance, the Parties shall cooperate to resubmit a revised letter of intent or agreement to the Bankruptcy Court for approval. Additionally, Aimia and PLM shall each have the right (but not the obligation) to terminate this LOI if the Debtors withdraw their request to the Bankruptcy Court for approval of the Transaction. Aimia and PLM shall have the right (but not the obligation) to terminate this LOI as a result of the Debtors’ material breach of this LOI that remains uncured for a period of five (5) calendar days following the provision of written notice of such breach by Aimia and/or PLM. The Debtors shall have the right (but not the obligation) to terminate this LOI as a result of a material breach by Aimia and/or PLM of this LOI that remains uncured for a period of five (5) calendar days following the provision of written notice of such breach by the Debtors.

3. Closing. The closing (the “Closing”) of the Transaction shall occur (the date of such occurrence, the “Closing Date”) as soon as possible, but, unless otherwise mutually agreed to in writing among the Parties, in any event no later than six (6) months after the date of entry of the Confirmation Order by the Bankruptcy Court (such date, the “Outside Date”); provided that, notwithstanding the occurrence of the Outside Date, if the only Closing Condition that has not yet been satisfied is the condition set forth in paragraph 4(c) herein, the Closing Date shall be extended by one additional day for each day that the Parties are prevented from Closing due to the foregoing.

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1. Confidentiality. The Parties shall publicly announce this LOI promptly on the LOI Effective Date. The text and timing of such announcement to be approved in advance by each of the Parties, acting reasonably, and to be in compliance with Canadian securities laws, the Bankruptcy Code, Mexican law, the requirements of the Toronto Stock Exchange with respect to Aimia, and any other applicable law, rules and regulations. Otherwise, except as required by applicable law (including, without limitation, Canadian securities laws and the requirements of the Toronto Stock Exchange with respect to Aimia) or as the Parties agree in connection with or as required in the Chapter 11 Cases, this LOI will be kept strictly confidential, and none of the Parties or any of their respective affiliates or representatives shall disclose the potential Transaction or any of the terms and conditions thereof. To the extent that disclosure becomes legally required, including in the Chapter 11 Cases, the Party required to make such disclosure shall notify the other Party promptly and in advance of the required disclosure being made. Notwithstanding anything to the contrary provided herein, the Debtors may file this LOI on the public docket of the Debtors’ Chapter 11 Cases, which, for the avoidance of doubt, shall not constitute a breach of this paragraph 9; provided , that the Debtors shall coordinate with Aimia the timing of such filing of this LOI with the timing of the above public announcements.

2. Expenses. At Closing, the Debtors shall reimburse Aimia for the reasonable and documented expenses incurred by Aimia related to the LOI and the Transaction since the inception of the Chapter 11 Cases, in an aggregate amount not to exceed US $500,000.

3. Governing Law. 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). Except as otherwise subject to the jurisdiction and venue of the Bankruptcy Court during the pendency of the Chapter 11 Cases, 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 and waive any objection that the Bankruptcy Court or any such state and Federal courts located in the Borough of Manhattan, New York City, is an inconvenient forum or does not have jurisdiction over any Party to this LOI.

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

[signature pages follow]

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Execution Version

IN WITNESS WHEREOF, each Party has caused its duly authorized officers to execute and deliver this LOI as of the date first written above.

Address: Address: Paseo de la Reforma No. 243, piso 25 Colonia Cuauhtémoc, Mexico City, C.P. 06500

AEROVÍAS DE MÉXICO, S.A. DE C.V.

By (signed) Ricardo Javier Sánchez Baker Name: Ricardo Javier Sánchez Baker Title: Chief Financial Officer

Address: Address: Paseo de la Reforma No. 243, piso 25 Colonia Cuauhtémoc, Mexico City, C.P. 06500

GRUPO AEROMEXICO, S.A.B. DE C.V.

By (signed) Ricardo Javier Sánchez Baker Name: Ricardo Javier Sánchez Baker Title: Chief Financial Officer

Signature page to LOI

Execution Version

Address: Suite 1, 3[rd] Floor 11-12 St. James’s Square, London, United Kingdom, SW1Y 4LB

AIMIA HOLDINGS UK LIMITED

By (signed) Steven Leonard ______ Name: Steven Leonard Title: Director

Address: Suite 1, 3[rd] Floor 11-12 St. James’s Square, London, United Kingdom, SW1Y 4LB

AIMIA HOLDINGS UK II LIMITED

By (signed) Steven Leonard ______ Name: Steven Leonard Title: Director

Signature page to LOI

Execution Version

Address: Paseo de la Reforma 250 Torre, Piso 20, Col. Cuauhtemoc 06600, Mexico City, Mexico

PLM PREMIER, S.A.P.I. DE C.V.

By (signed) Gabriela Fernàndez Graham __ Name: Gabriela Fernàndez Graham Title: Commercial VP & Interim CEO

By (signed) Juan Carlos Murad á s Ruiz ____ Name: Juan Carlos Murad á s Ruiz Title: General Counsel

Signature page to LOI

Execution Version

EXHIBIT A

Shares Owned by Aimia

	SHAREHOLDER		NO. OF SHARES		PERCENTAGE
AIMIA	HOLDINGS UK LIMITED		93,005,123		24.4559%
AIMIA HOLDINGS UK II LIMITED			92,789,229		24.3992%
Total					48.8551%

EXHIBIT B

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EXHIBIT C

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EXHIBIT D

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