Common use of Purchaser’s Conditions Precedent Clause in Contracts

Purchaser’s Conditions Precedent. 5.1.1 The obligations of the Purchaser under this Agreement are subject to the following conditions precedent (the “Purchaser’s Conditions Precedent”) being fulfilled to the satisfaction of, or waived in writing by, the Purchaser: (a) the representations and warranties on the part of the Seller contained in this Agreement shall be true and accurate on and as of the Delivery Date as if made and repeated on and as of the Delivery Date with reference to the facts and circumstances existing as of the Delivery Date; (b) no Total Loss of the Aircraft shall have occurred; (c) the Transaction Documents shall have been executed and delivered by the parties thereto (other than the Purchaser); (d) [Intentionally left blank]; (e) evidence of the issue of each approval, license and consent which may be required in connection with the performance by the Seller of all its obligations under the Transaction Documents; (f) the Seller shall have made the Aircraft available for Delivery at the Delivery Location on the Delivery Date, (g) on the Delivery Date the Aircraft shall be in construction configuration and conform in all material respects to the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4; (h) the Aircraft has been duly certified by the FAA as to type and has a current, valid FAA airworthiness certificate; (i) at the time of Delivery, Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, special FAA counsel to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to the effect that (i) the FAA Xxxx of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAA; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention; (j) no legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby; If any of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are not waived or deferred in writing by the Purchaser, the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by notice, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 of this Agreement to the Purchaser.

Purchaser’s Conditions Precedent. 5.1.1 The rights, duties and obligations of the Purchaser under this Agreement are also subject to the following conditions precedent (for the “Purchaser’s Conditions Precedent”) being exclusive benefit of the Purchaser to be fulfilled in all material aspects in the reasonable opinion of the Purchaser or to be waived by the satisfaction ofPurchaser as soon as possible after the Effective Date; however, or waived in writing byunless specifically indicated as otherwise, not later than the PurchaserSubject Removal Date: (a) the representations Vendor shall have complied with all warranties, representations, covenants and warranties agreements herein agreed to be performed or caused to be performed by the Vendor on or before the part of Closing Date and including, without limitation, the Seller contained in this Agreement shall be true and accurate on and as of the Delivery Date as if made and repeated on and as of the Delivery Date with reference to the facts and circumstances existing as of the Delivery DateConditions Precedent; (b) no Total Loss the Vendor will have obtained all authorizations, approvals or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all regulatory authorities from whom any such authorization, approval or other action is required to be obtained or to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by the Vendor who will be in compliance with, and have not committed any breach of, any securities laws, regulations or policies of any regulatory authority to which the Aircraft shall have occurredVendor may be subject; (c) all matters which, in the Transaction Documents shall have been executed and delivered by the parties thereto (other than opinion of counsel for the Purchaser), are material in connection with the transactions contemplated by this Agreement shall be subject to the favourable opinion of such counsel, and all relevant records and information shall be supplied to such counsel for that purpose; (d) [Intentionally left blank]no action or proceeding at law or in equity shall be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit: (i) the purchase or transfer of any of the Rights contemplated by this Agreement or the right of the Vendor to dispose of any of the Rights, except for the claims made under the Bankruptcy Petition; or (ii) the right of the Vendor to conduct its operations and carry on, in the normal course, its business and operations as it has carried on in the past; (e) evidence of the issue of each approval, license and consent which may be required in connection with delivery to the performance Purchaser by the Seller Vendor, on a confidential basis, of any and all documentation in the Vendor's possession respecting the Option Agreement and the Property interests (collectively, the "Business Documentation") and including, without limitation, the following documentation and information: (i) a copy of all its obligations under material contracts, agreements, reports and information of any nature in the Transaction Documents;Vendor's possession respecting the Option Agreement and the Property interests; and (ii) details of any lawsuits, claims or potential claims relating to either the Option Agreement or the Property interests of which the Vendor is aware and the Purchaser is unaware; and (f) the Seller shall have made the Aircraft available for Delivery at the Delivery Location on the Delivery Date, (g) on the Delivery Date the Aircraft shall be in construction configuration and conform in all material respects to the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4; (h) the Aircraft has been duly certified completion by the FAA as to type Purchaser and has by the Purchaser's professional advisors of a current, valid FAA airworthiness certificate; (i) at thorough due diligence and operations review of the time of Delivery, Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, special FAA counsel to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to the effect that (i) the FAA Xxxx of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed Property interests together with the FAA; (ii) legal title to transferability of the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention; (j) no legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued Rights as contemplated by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement, any Transaction Document or to the transactions contemplated hereby or thereby; If any sole and absolute satisfaction of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are not waived or deferred in writing by the Purchaser, the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by notice, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 of this Agreement to the Purchaser.

Purchaser’s Conditions Precedent. 5.1.1 The At the option of Purchaser, the obligations of Purchaser to purchase the Purchaser Property under the terms of this Agreement are subject to contingent and conditional upon the satisfaction of all of the following conditions precedent (the “Purchaser’s Conditions Precedent”) being fulfilled to the satisfaction of, or waived in writing byconditions, the Purchaser: (a) the representations and warranties on the part failure of the Seller contained in this Agreement shall be true and accurate on and as any of the Delivery Date as if made and repeated on and as of the Delivery Date with reference to the facts and circumstances existing as of the Delivery Date; (b) no Total Loss of the Aircraft shall have occurred; (c) the Transaction Documents shall have been executed and delivered by the parties thereto (other than the Purchaser); (d) [Intentionally left blank]; (e) evidence of the issue of each approvalwhich shall, license and consent which may be required in connection with the performance by the Seller of all its obligations under the Transaction Documents; (f) the Seller shall have made the Aircraft available for Delivery at the Delivery Location on the Delivery Date, (g) on the Delivery Date the Aircraft shall be in construction configuration and conform in all material respects to the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4; (h) the Aircraft has been duly certified by the FAA as to type and has a current, valid FAA airworthiness certificate; (i) at the time of Delivery, Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, special FAA counsel to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to the effect that (i) the FAA Xxxx of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAA; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention; (j) no legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby; If any request of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date , render this Agreement null and are not waived or deferred in writing by the Purchaser, the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by notice, whereupon void and neither party shall have any further obligation rights or liability hereunder, other than obligations under this Agreement except for those obligations which are specifically stated to survive the obligation termination of this Agreement. 8.1 Purchaser shall have ninety (90) days after the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 date of this Agreement within which to inspect the Property (the “Inspection Period”). If, during the Inspection Period, Purchaser determines that the Property is unsuitable for Purchaser’s purposes for any reason whatsoever, including but not limited to the following specific reasons: (i) any defects in title (as reflected by the Title Commitment, UCC Searches, Survey or Property Documents); (ii) environmental problems as identified in the environmental site assessment reports referred to in Section 8.4 below; (iii) any difficulties with respect to the Purchaser's proposed use of the Premises (including, but not limited to, percolation, soil conditions, zoning, parking, utility consumption, utility availability, buildable acreage, occupancy, alley vacation, lot split approval and site plan approval); (iv) any defects in the physical condition of the Property; (v) any issues or problems identified with respect to the Service Contracts (including the leases);and (vi) inability of Purchaser to obtain approval for its proposed development of the Property from third parties, including but not limited to any third party franchisor and notifies Seller of such decision prior to 5:00 p.m., Eastern Time, on the last day of the Inspection Period, at which time this Agreement shall be null and void and neither party shall have any rights or obligations under this Agreement, except for those obligations which are specifically stated to survive any termination of this Agreement. Notwithstanding the provisions of this Section 8.1 to the contrary, if Purchaser elects to obtain a Phase II environmental site assessment in accordance with the provisions of Section 8.4 below and has not received the Phase II environmental site assessment report and findings within the Inspection Period or if Purchaser has not obtained final site plan approval by both applicable municipalities and governmental authorities and third parties (including but not limited to third party franchisors [e.g. Taco Bell Corp.]) for development of a drive-thru fast food restaurant on the Premises (“Final Approval”) prior to the expiration of the Inspection Period, or if Seller, at Seller’s sole cost and expense, has not obtained all required governmental approvals for a lot split of the Land from Seller’s adjoining property (the “Lot Split Approval”) then Purchaser shall be entitled to extend the Inspection Period for an additional thirty (30) days solely with respect to obtaining receipt of (a) the Phase II environmental site assessment report and findings (b) Final Approval and/or (c) the Lot Split Approval. If Purchaser notifies Seller that Purchaser has not received (a) a Phase II environmental site assessment report and findings, (b) Final Approval and /or (c) the Lot Split Approval prior to the end of the extended Inspection Period, then Purchaser shall be entitled to terminate this Agreement, at which time this Agreement shall be null and void and neither party shall have any rights or obligations under this Agreement, except for those obligations which specifically survive termination of this Agreement. If Purchaser shall fail to either (i) object to the results of Purchaser’s inspections prior to the expiration of the initial Inspection Period for any reason other than failure to receive a Phase II environmental site assessment report and findings, the Final Approval and/or the Lot Split Approval or (ii) terminate this Agreement prior to the expiration of the extended Inspection Period due to the Purchaser’s inability or failure to receive a Phase II environmental site assessment report and findings, Final Approval and/or the Lot Split Approval prior to the expiration of the extended Inspection Period, then Purchaser shall have waived its right to terminate this Agreement in accordance with this Section 8.1. From the date of this Agreement through Closing, Purchaser and its agents, engineers, surveyors, appraisers, auditors and other representatives shall have the right to enter upon the Premises to inspect, examine, survey, obtain engineering inspections, appraise and otherwise do that which, in the reasonable opinion of Purchaser, is necessary to determine the boundaries, acreage and condition of the Property and to determine the suitability of the Property for the uses intended by Purchaser (including, without limitation, inspect, review and copy any and all documents in the possession or control of Seller, its agents, contractors or employees, and which pertain to the construction (including subsurface structures, if a Phase II environmental site assessment is performed), ownership, use, occupancy or operation of the Property or any part thereof). Also during such time period, Seller shall make all of Seller's books, files and records relating in any way to the Property available for examination by Purchaser and Purchaser's agents and representatives, who shall have the right to make copies of such books, files and records and to extract therefrom such information as they may desire. Purchaser agrees to, and shall indemnify, defend, and hold harmless Seller and its officers, members, managers, agents, representatives, affiliates, contractors and employees from and against any and all damages, losses, costs, claims, liabilities, expenses, demands and obligations, of any kind or nature whatsoever (including reasonable attorneys’ fees and costs) arising out of or resulting from the entry onto the Premises and/or the conduct of any due diligence activities on the Premises by Purchaser or any of Purchaser’s affiliates, employees, officers, agents, representatives or contractors, or caused by the acts or omissions of Purchaser or its affiliates, employees, officers, agents, representatives or contractors, at any time prior to the Closing Date. In the event that any portion of the Property is damaged, disturbed or altered by virtue of Purchaser’s investigations or due diligence activities, Purchaser will, at its sole cost and expense, repair any damage to the Property caused by Purchaser’s activities upon the Property to the same or better condition as existed immediately prior to such damage occurring on the Property. All of the obligations of Purchaser under this Section 8.1 will survive both the consummation of the sale contemplated hereunder and any earlier termination of this Agreement. 8.2 Each and every representation and warranty of Seller is true, correct and complete as of Closing. 8.3 As of Closing, Seller shall have fully performed and satisfied each and every obligation, term, and condition to be performed and satisfied by Seller under this Agreement. 8.4 Purchaser shall obtain a Level I environmental site assessment and report (“Phase I ESA”) in form and content approved by Purchaser and Purchaser’s prospective lender prepared by a qualified environmental consulting firm approved by Purchaser and Purchaser’s prospective lender with respect to an inspection and testing of the Property within forty-five (45) days after the date of this Agreement. Purchaser shall bear the cost of the Phase I ESA. If such Phase I ESA, in Purchaser's sole and reasonable judgment, discloses the presence of amounts or concentrations of Hazardous Materials on the Property (in excess of those amounts or concentrations, if any, permitted by law), or the likelihood of the presence of such amounts or concentrations of Hazardous Materials on the Property, or the need to investigate further the Property or adjacent property for the presence of such amounts or concentrations of Hazardous Materials, then Purchaser shall have the option of either (i) obtaining, at Purchaser’s sole cost and expense, a Phase II environmental site assessment (“Phase II ESA”) of the Property within forty-five (45) days of the date of Purchaser’s receipt of the Phase I ESA, or (ii) terminating this Agreement. If Purchaser elects to obtain a Phase II ESA and such Phase II ESA discloses the presence of amounts or concentrations of Hazardous Materials on the Property (in excess of those amounts or concentrations, if any, permitted by local, state and/or federal law), then Purchaser shall have the following options: (i) proceeding with the Closing; or (ii) receiving an indemnity and hold harmless agreement from Seller indemnifying Purchaser from any liability, cost, damage and expense related to: 1. any third party claims for matters relating to pre-closing use of the Property noted in the Phase II environmental site assessment report and findings, and 2. the cost or expense required to implement a “due care plan” prepared by the “engineering firm” and complying with “Environmental Laws.” or (iii) terminating this Agreement. 8.5 As of Closing, Purchaser shall have received final approval from Taco Bell Corp. for construction and operation of a drive-thru fast food restaurant on the Land.

Purchaser’s Conditions Precedent. 5.1.1 The obligations obligation of Purchaser to complete the Purchaser under this Agreement are Purchase is subject to the satisfaction of each of the following conditions precedent (the “Purchaser’s Conditions Precedent”) being fulfilled to the satisfaction of, or waived in writing by, the Purchaserprecedent: (a) each of the representations and warranties on the part of the Seller Company contained in this Agreement shall be true and accurate correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Delivery Date Closing Date, (i) except to the extent that any such representation or warranty is made as if made of a specified date, in which case such representation or warranty need only be true and repeated on correct as of such date, and (ii) except where any failures of such representations and warranties (excluding Section 4.2 (Due Incorporation), Section 4.3 (Subsidiaries), Section 4.4 (Due Authorization), Section 4.6 (Capitalization) and Section 4.8 (No Consents)) to be so true and correct, individually and in the aggregate, has not had and is not reasonably likely to have a Material Adverse Effect, as of the Delivery Date with reference to the facts and circumstances existing as of the Delivery Closing Date; (b) no Total Loss of the Aircraft Company shall have occurredduly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by it at or before the Closing; (c) the Transaction Documents no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have been executed enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and delivered restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by the parties thereto (other than the Purchaser);this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; 167606.01D-BEISR01A - MSW sf-5453963 (d) [Intentionally left blank]the Company, the Guarantor and the Chargor, as applicable, shall have executed and delivered to Purchaser each of the Bond Documents (substantially in the forms as attached hereto); (e) evidence of the issue of each approval, license and consent which may be required in connection transactions contemplated by the Merger Agreement shall have been consummated concurrently with the performance by the Seller of all its obligations under the Transaction Documents;Closing; and (f) the Seller shall have made the Aircraft available for Delivery at the Delivery Location on the Delivery Date, (g) on the Delivery Date the Aircraft shall be in construction configuration and conform in all material respects to the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4; (h) the Aircraft has been duly certified transactions contemplated by the FAA as to type and has a currentCB Restructuring Documents, valid FAA airworthiness certificate; (i) at including without limitation, the time redemption of Delivery, Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, special FAA counsel to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to US$125,000,000 principal amount of the effect that (i) the FAA Xxxx of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAA; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry Existing Bonds in accordance with the Cape Town Convention; (j) no legal or governmental actionCB Restructuring Documents, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent consummated concurrently with the consummation of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby; If any of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are not waived or deferred in writing by the Purchaser, the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by notice, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 of this Agreement to the PurchaserClosing.

Purchaser’s Conditions Precedent. 5.1.1 The obligations obligation of Purchaser to complete the Purchaser under this Agreement are Purchase is subject to the satisfaction of each of the following conditions precedent (the “Purchaser’s Conditions Precedent”) being fulfilled to the satisfaction of, or waived in writing by, the Purchaserprecedent: (a) each of the representations and warranties on the part of the Seller Company contained in this Agreement shall be true and accurate correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Delivery Date Closing Date, (i) except to the extent that any such representation or warranty is made as if made of a specified date, in which case such representation or warranty need only be true and repeated on correct as of such date, and (ii) except where any failures of such representations and warranties (excluding Section 4.2 (Due Incorporation), Section 4.3 (Subsidiaries), Section 4.4 (Due Authorization), Section 4.6 (Capitalization) and Section 4.8 (No Consents)) to be so true and correct, individually and in the aggregate, has not had and is not reasonably likely to have a Material Adverse Effect, as of the Delivery Date with reference to the facts and circumstances existing as of the Delivery Closing Date; (b) no Total Loss of the Aircraft Company shall have occurredduly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by it at or before the Closing; (c) the Transaction Documents no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have been executed enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and delivered restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by the parties thereto (other than the Purchaser)this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; (d) [Intentionally left blank]the Company, the Guarantor and the Chargor, as applicable, shall have executed and delivered to Purchaser each of the Bond Documents (substantially in the forms as attached hereto); (e) evidence of the issue of each approval, license and consent which may be required in connection transactions contemplated by the Merger Agreement shall have been consummated concurrently with the performance by the Seller of all its obligations under the Transaction Documents;Closing; and (f) the Seller shall have made the Aircraft available for Delivery at the Delivery Location on the Delivery Date, (g) on the Delivery Date the Aircraft shall be in construction configuration and conform in all material respects to the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4; (h) the Aircraft has been duly certified transactions contemplated by the FAA as to type and has a currentCB Restructuring Documents, valid FAA airworthiness certificate; (i) at including without limitation, the time redemption of Delivery, Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, special FAA counsel to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to US$125,000,000 principal amount of the effect that (i) the FAA Xxxx of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAA; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry Existing Bonds in accordance with the Cape Town Convention; (j) no legal or governmental actionCB Restructuring Documents, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent consummated concurrently with the consummation of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby; If any of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are not waived or deferred in writing by the Purchaser, the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by notice, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 of this Agreement to the PurchaserClosing.

Purchaser’s Conditions Precedent. 5.1.1 The obligations obligation of Purchaser to complete the Purchaser under this Agreement are Purchase is subject to the satisfaction of each of the following conditions precedent (the “Purchaser’s Conditions Precedent”) being fulfilled to the satisfaction of, or waived in writing by, the Purchaserprecedent: (a) each of the representations and warranties on the part of the Seller Company contained in this Agreement shall be true and accurate correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Delivery Date as if Closing Date, except to the extent that any such representation or warranty is made and repeated on and as of the Delivery Date with reference to the facts a specified date, in which case such representation or warranty need only be true and circumstances existing correct as of the Delivery Datesuch date; (b) no Total Loss of the Aircraft Company shall have occurredduly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by it at or before the Closing; (c) the Transaction Documents no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have been executed enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and delivered restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by the parties thereto (other than the Purchaser)this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; (d) [Intentionally left blank]Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, U.S. counsel to the Company and Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx (Europe) LLP, French counsel to the Company, shall have furnished to Purchaser opinions in the form attached as Exhibits G-1 and G-2 to the Purchaser and addressed to the Purchaser; (e) evidence the Chief Executive Officer and Chief Financial Officer of the issue Company shall have delivered to Purchaser a certificate, dated as of each approvalthe Closing Date, license certifying to their knowledge, after reasonable inquiry, as to the matters set forth in paragraphs (a) and consent which may be required in connection with the performance by the Seller (b) of all its obligations under the Transaction Documents;this Section 6.1; and (f) the Seller Company shall have made the Aircraft available for Delivery at the Delivery Location on the Delivery Date, (g) on the Delivery Date the Aircraft shall be in construction configuration executed and conform in all material respects to the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4; (h) the Aircraft has been duly certified by the FAA as to type and has a current, valid FAA airworthiness certificate; (i) at the time of Delivery, Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, special FAA counsel to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed delivered to Purchaser to the effect that (i) the FAA Xxxx of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAA; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention; (j) no legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby; If any each of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are not waived or deferred in writing by the Purchaser, the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by notice, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 of this Agreement to the PurchaserTransaction Documents.

Purchaser’s Conditions Precedent. 5.1.1 The obligations of each Purchaser to complete the Purchaser under purchase of the Notes contemplated by this Agreement are are, in each case, subject to the satisfaction of each of the following conditions precedent (the “Purchaser’s Conditions Precedent”) being fulfilled to the satisfaction of, or waived in writing by, the Purchaserprecedent: (a) each of the representations and warranties on the part of the Seller Company contained in this Agreement shall be true and accurate correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Delivery Date as if Closing Date, except to the extent that any such representation or warranty is made and repeated on and as of the Delivery Date with reference to the facts a specified date, in which case such representation or warranty need only be true and circumstances existing correct as of the Delivery Datesuch date; (b) no Total Loss the Notification Form: Listing of Additional Shares, to be filed with the NASDAQ prior to issuing any common stock, or any security convertible into common stock or in a transaction that may result in the potential issuance of common stock, greater than 10% of either the total shares outstanding or the voting power outstanding on a pre-transaction basis, shall have been filed; (c) such Purchaser shall have received the Amended and Restated Registration Rights Agreement, executed and delivered by the Company and each of the Aircraft other parties thereto (other than such Purchaser), substantially in the form of Exhibit C attached hereto; (d) no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; (e) the Indenture shall have been entered into as of the Closing Date by and between the Company and the Trustee; (f) the Closing (as defined in the Amended and Restated Credit Agreement) of the Amended and Restated Credit Agreement shall have occurred; (cg) the Transaction Documents Company and the Current Lenders shall have been executed the Exchange Agreement and delivered by the parties thereto (other than the Purchaser); (d) [Intentionally left blank]; (e) evidence of the issue of each approval, license and consent which may be required in connection exchanges contemplated thereby shall have occurred or shall occur simultaneously with the performance by the Seller of all its obligations under the Transaction Documents; (f) the Seller shall have made the Aircraft available for Delivery at the Delivery Location on the Delivery Date, (g) on the Delivery Date the Aircraft shall be in construction configuration and conform in all material respects to the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4Closing; (h) Cadwalader, Xxxxxxxxxx & Xxxx LLP, counsel for the Aircraft has been duly certified by Company, shall have furnished to the FAA Purchasers an opinion, in the form attached hereto as Exhibit D, dated the Closing Date and addressed to type and has a current, valid FAA airworthiness certificatethe Purchasers; (i) at Xxxxxxxx Xxxxxxxx PC, counsel for the time of Delivery, Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, special FAA counsel to PurchaserCompany, shall have confirmed that such counsel is forthwith furnishing Purchaser furnished to the Purchasers an opinion opinion, in the form attached hereto as Exhibit E, dated the Closing Date and addressed to Purchaser to the effect that (i) the FAA Xxxx of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAAPurchasers; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention;and (j) no legal or governmental action, suit or proceeding the Chief Executive Officer and Chief Financial Officer of the Company shall have been instituted or threatened before any courtdelivered to such Purchaser a certificate, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby; If any dated as of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are not waived or deferred in writing by the PurchaserClosing Date, the Purchaser shall be entitled at any time thereafter certifying to terminate its obligation to purchase the Aircraft from the Seller by noticetheir knowledge, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 of this Agreement after reasonable inquiry as to the Purchasermatters set forth in paragraphs (a), (b), (e) and (f).

Purchaser’s Conditions Precedent. 5.1.1 The obligations obligation of each Purchaser to complete the Purchaser under this Agreement are Purchase is subject to the satisfaction of each of the following conditions precedent (the “Purchaser’s Conditions Precedent”) being fulfilled to the satisfaction of, or waived in writing by, the Purchaserprecedent: (a) each of the representations and warranties on the part of the Seller Company contained in this Agreement shall be true and accurate correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Delivery Date as if Closing Date, except to the extent that any such representation or warranty is made and repeated on and as of the Delivery Date with reference to the facts a specified date, in which case such representation or warranty need only be true and circumstances existing correct as of the Delivery Datesuch date; (b) no Total Loss of the Aircraft Company shall have occurredduly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by it at or before the Closing; (c) the Transaction Documents no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have been executed enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and delivered restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by the parties thereto (other than the Purchaser)this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; (d) [Intentionally left blank]Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, U.S. counsel to the Company and Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx (Europe) LLP, French counsel to the Company, shall have furnished to Purchaser opinions in the form attached as Exhibits D-1 and D-2 to Purchaser and addressed to Purchaser; (e) evidence the Chief Executive Officer and Chief Financial Officer of the issue Company shall have delivered to Purchasers a certificate, dated as of each approvalthe Closing Date, license certifying to their knowledge, after reasonable inquiry, as to the matters set forth in paragraphs (a) and consent which may be required in connection with the performance by the Seller (b) of all its obligations under the Transaction Documents;this Section 6.1; and (f) the Seller Company shall have made the Aircraft available for Delivery at the Delivery Location on the Delivery Date, (g) on the Delivery Date the Aircraft shall be in construction configuration executed and conform in all material respects delivered to the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4; (h) the Aircraft has been duly certified by the FAA as to type and has a current, valid FAA airworthiness certificate; (i) at the time of Delivery, Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, special FAA counsel to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to the effect that (i) the FAA Xxxx of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAA; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention; (j) no legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby; If any Purchasers each of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are not waived or deferred in writing by the Purchaser, the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by notice, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 of this Agreement to the PurchaserTransaction Documents.

Purchaser’s Conditions Precedent. 5.1.1 The obligations of the Purchaser under this Agreement are subject to the following conditions precedent (the “Purchaser’s Conditions Precedent”) being fulfilled to the satisfaction of, or waived in writing by, the Purchaser: (a) the representations and warranties on the part of the Seller contained in this Agreement shall be true and accurate on and as of the Delivery Date as if made and repeated on and as of the Delivery Date with reference to the facts and circumstances existing as of the Delivery Date; (b) no Total Loss of the Aircraft shall have occurred; (c) the Transaction Documents shall have been executed and delivered by the parties thereto (other than the Purchaser)Seller; (d) [Intentionally left blank]; (e) evidence of the issue of each approval, license license, and consent which may be required in connection with the performance by the Seller of all its obligations under the Transaction Documents; (f) the Seller shall have made the Aircraft available for Delivery at the Delivery Location on the Delivery Date, (g) on the Delivery Date the Aircraft shall be in construction configuration and conform in all material respects to the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4; (he) the Aircraft has been duly certified by the FAA as to type and has a current, valid FAA airworthiness certificate; (if) Seller shall have made the Aircraft available for Delivery at the Delivery Location on the Delivery Date; g) on the Delivery Date the Aircraft shall conform in all material respects with the technical requirements described as features of the Aircraft in Schedule 2; and h) at the time of Delivery, Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, special Purchaser’s FAA legal counsel to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to the effect that (i) the FAA Xxxx of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAA; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention; (j) no legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby; . If any of the Purchaser’s Conditions Precedent remain outstanding on the Termination Delivery Date and are not waived or deferred in writing by the Purchaser, the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by notice, whereupon neither party shall have any further obligation or liability hereunder, other than their respective obligations under Clause 6 hereof the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 of this Agreement to the Purchaser.

Purchaser’s Conditions Precedent. 5.1.1 The obligations of Purchaser to consummate the Purchaser under transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing, of each of the following conditions precedent (the “Purchaser’s Conditions Precedent”) being fulfilled to the satisfaction of, all or any of which may be waived in writing by, the Purchaser:in whole or in part by Purchaser in its sole discretion): (a) the The representations and warranties on the part of the Seller contained in this Agreement (other than the Seller Fundamental Representations) (disregarding any “Material Adverse Effect,” “material,” “in all material respects” or other similar materiality qualifications set forth therein and other than as set forth in the following two (2) sentences) shall be true true, complete and accurate correct both as of the date of this Agreement and as of the Closing Date as if made on and as of the Delivery Closing Date (or, in the case of representations and warranties that are expressly made as of a specific date, as of such date), except where the failure of such representations and warranties to be true, complete and correct has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Seller Fundamental Representations shall be true, complete and correct in all respects both as of the date of this Agreement and as of the Closing Date as if made and repeated on and as of the Delivery Closing Date with reference to (or, in the facts case of representations and circumstances existing warranties that are expressly made as of a specific date, as of such date), other than de minimis inaccuracies. The representation and warranty of Seller set forth in Section 3.12(d) shall be true, complete and correct in all respects both as of the Delivery Date;date of this Agreement. (b) no Total Loss of the Aircraft Seller shall have occurred;performed and complied in all material respects with the agreements and covenants required by this Agreement to be so performed or complied with by Seller at or before the Closing. (c) the Transaction Documents Seller shall have been executed and delivered by (or caused to be executed and delivered) to Purchaser, or shall be standing ready to execute and deliver (or cause to be executed and delivered) to Purchaser at the parties thereto (other than Closing, the Purchaser);items set forth in Section 2.5(b) of this Agreement. (d) [Intentionally left blank];Since the date of this Agreement, no change, development or condition shall have occurred which, has, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (e) evidence of Purchaser shall have received the issue of each approvalTitle Insurance Commitment and the Survey as contemplated by Section 5.7, license Seller shall have remedied all Objectionable Title Matters and consent which may be required all Objectionable Survey Matters in connection accordance with the performance by terms of Section 5.7, and the Seller of all its obligations under Title Company shall be irrevocably committed to issue the Transaction Documents;Title Policy. (f) At least three (3) Business Days prior to the Closing Date, Seller shall have made delivered a duly executed estoppel from the Aircraft available for Delivery at applicable lessor under the Delivery Location on Ground Lease (the Delivery Date, (g“Estoppel”) on the Delivery Date the Aircraft to Purchaser, which Estoppel shall be an Approved Estoppel. “Approved Estoppel” means an Estoppel that satisfies each of the following criteria: (i) is substantially in construction configuration and conform in all material respects the form of Exhibit F or such other form as is reasonably acceptable to Purchaser, (ii) is dated no more than thirty (30) days prior to the Delivery Conditions except Closing Date, (iii) does not disclose any material default of Seller or any of its Affiliates under the Ground Lease or any material defense, setoff, or claim against the lessor thereunder, (iv) other than the payment of rent and other charges required under the Ground Lease in the ordinary course and not yet delinquent, does not disclose any material expenditures required to be made by Seller, its Affiliates or such lessor under the Ground Lease other than as otherwise disclosed in this Agreement or the Ground Lease, (v) does not disclose a breach in any material respect of any representation set forth in writing Article III, (vi) does not disclose any construction, work or monetary obligations of the lessor under the Ground Lease that are greater in accordance with Clause 3.4; (h) any material respect than as disclosed in this Agreement or the Aircraft has been duly certified by the FAA as to type and has a current, valid FAA airworthiness certificate; (i) at the time of Delivery, Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, special FAA counsel to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to the effect that (i) the FAA Xxxx of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAA; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; Ground Lease and (iiivii) the transfer of title to the Aircraft has been registered on the International Registry does not disclose any material lease documents other than those documents disclosed in accordance with the Cape Town Convention; (j) no legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby; If any of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are not waived or deferred in writing by the Purchaser, the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by notice, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 of this Agreement to the Purchaser.

Purchaser’s Conditions Precedent. 5.1.1 The rights, duties and obligations of the Purchaser under this Agreement are also subject to the following conditions precedent (for the “Purchaser’s Conditions Precedent”) being exclusive benefit of the Purchaser to be fulfilled in all material aspects in the reasonable opinion of the Purchaser or to be waived by the satisfaction ofPurchaser as soon as possible after the Execution Date; however, or waived in writing byunless specifically indicated as otherwise, not later than the PurchaserSubject Removal Date: (a) the representations Vendor and warranties the Company shall have complied with all warranties, representations, covenants and agreements herein agreed to be performed or caused to be performed by the Vendor and the Company on or before the part of the Seller contained in this Agreement shall be true and accurate on and as of the Delivery Date as if made and repeated on and as of the Delivery Date with reference to the facts and circumstances existing as of the Delivery Closing Date; (b) the Vendor and the Company will have obtained all authorizations, approvals or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all Regulatory Authorities from whom any such authorization, approval or other action is required to be obtained or to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by the Vendor and the Company who will be in compliance with, and have not committed any breach of, any securities laws, regulations or policies of any Regulatory Authority to which the Vendor or the Company may be subject; (c) all matters which, in the opinion of counsel for the Purchaser, are material in connection with the transactions contemplated by this Agreement shall be subject to the favourable opinion of such counsel, and all relevant records and information shall be supplied to such counsel for that purpose; (d) no Total Loss material loss or destruction of or damage to the Company, any of the Aircraft Company's Assets, any of the Business or the Purchased Shares shall have occurred; (ce) no action or proceeding at law or in equity shall be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit: (i) the Transaction Documents shall have been executed and delivered purchase or transfer of any of the Purchased Shares contemplated by this Agreement or the parties thereto (other than right of the Purchaser);Vendor to dispose of any of the Purchased Shares; or (dii) [Intentionally left blank]; (e) evidence the right of the issue of each approvalCompany to conduct its operations and carry on, license in the normal course, its business and consent which may be required operations as it has carried on in connection with the performance by the Seller of all its obligations under the Transaction Documentspast; (f) the Seller shall have made delivery to the Aircraft available for Delivery at Purchaser by the Delivery Location Vendor and the Company, on a confidential basis, of all Business Documentation and including, without limitation, the Delivery Date,following documentation and information: (i) a copy of all material contracts, agreements, reports and information of any nature respecting the Company, the Company's Assets and the Business; and (ii) details of any lawsuits, claims or potential claims relating to either the Company, the Company's Assets, the Business or the Purchased Shares of which either of the Vendor or the Company is aware and the Purchaser is unaware; (g) on the Delivery Date Vendor and the Aircraft shall be in construction configuration and conform in all material respects Company will, for a period of at least five business days prior to the Delivery Conditions except Closing Date, during normal business hours: (i) make available for inspection by the counsel, auditors and representatives of the Purchaser, at such location as otherwise set forth is appropriate, all of the Company's books, records, contracts, documents, correspondence and other written materials, and afford such persons every reasonable opportunity to make copies thereof and take extracts therefrom at the sole cost of the Purchaser; provided such persons do not unduly interfere in writing the operations of the Company; (ii) authorize and permit such persons at the risk and the sole cost of the Purchaser, and only if such persons do not unduly interfere in accordance with Clause 3.4the operations of the Company, to attend at all of its places of business and operations to observe the conduct of its business and operations, inspect its properties and assets and make physical counts of its inventories, shipments and deliveries; and (iii) require the Company's management personnel to respond to all reasonable inquiries concerning the Business and assets or the conduct of its business relating to its liabilities and obligations; (h) the Aircraft has been duly certified delivery to the Purchaser by the FAA Vendor and the Company of an opinion of the counsel for the Company, in a form satisfactory to the Purchaser's counsel, dated as at the date of delivery, to type and has a current, valid FAA airworthiness certificate;the effect that: (i) at the time Company is a corporation duly incorporated under the laws of Deliveryits jurisdiction of incorporation, Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, special FAA counsel to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to the effect that (i) the FAA Xxxx of Sale validly existing and FAA Application for Registration is in good standing with respect to the Aircraft have been duly filed with the FAA; all statutory filings required by applicable corporate laws; (ii) the Company has the power, authority and capacity to own and use all of its Company's Assets and to carry on its business as presently conducted by it; (iii) the Company, as the legal title to and beneficial owners of all of the Aircraft is vested in PurchaserCompany's Assets, holds all of the Company's Assets free and clear of all Encumbrances liens, charges and claims of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Conventionothers; (jiv) no the Company, as the legal or governmental actionand beneficial owner of all of its Mineral Assets, suit or proceeding shall hold all of the Mineral Assets free and clear of all liens, charges and claims of others; (v) the number of authorized and issued shares in the share capital of the Company are as warranted by the Vendor and the Company, and all of such issued shares are duly authorized, validly issued and outstanding as fully paid and non-assessable; (vi) all necessary steps and corporate proceedings have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed taken by the Vendor and the Company to permit the Purchased Shares to be issued by duly and validly transferred to and registered in the name of the Purchaser as at the Closing Date; (vii) based on actual knowledge and belief, such counsel knows of no claims, judgments, actions, suits, litigation, proceedings or investigations, actual, pending or threatened, against either the Vendor or the Company which might materially affect either the Company, the Company's Assets or the Business or which could result in any courtmaterial liability to either of the Company, administrative agency the Company's Assets or tribunal the Business; and (viii) as to set asideall other legal matters of a like nature pertaining to the Vendor, restrainthe Company, enjoin or prevent the consummation of this AgreementCompany Assets, any Transaction Document or the Business and to the transactions contemplated hereby as the Purchaser or therebythe Purchaser's counsel may reasonably require; If any and (i) the completion by the Purchaser and by the Purchaser's professional advisors of a thorough due diligence and operations review of both the Business and the operations of the Company together with the transferability of the Purchased Shares as contemplated by this Agreement, to the sole and absolute satisfaction of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are not waived or deferred in writing by the Purchaser, the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by notice, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 of this Agreement to the Purchaser.

Purchaser’s Conditions Precedent. 5.1.1 The rights, duties and obligations of the Purchaser under this Agreement in connection with the Closing are subject to the following conditions precedent (for the “Purchaser’s Conditions Precedent”) being exclusive benefit of the Purchaser to be fulfilled in all material aspects in the reasonable opinion of the Purchaser or to be waived by the satisfaction of, Purchaser on or waived in writing by, before the PurchaserClosing Date: (a) the representations Vendor and warranties the Companies will have complied with all warranties, representations, covenants and agreements herein agreed to be performed or caused to be performed by the Vendor and the Companies on or before the part of the Seller contained in this Agreement shall be true and accurate on and as of the Delivery Date as if made and repeated on and as of the Delivery Date with reference to the facts and circumstances existing as of the Delivery Closing Date; (b) the Vendor and the Companies will have obtained all authorizations, approvals or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and have made all filings with, any and all Regulatory Authorities from whom any such authorization, approval or other action is required to be obtained or to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by the Vendor and the Companies who will be in compliance with, and have not committed any breach of, any securities laws, regulations or policies of any Regulatory Authority to which the Vendor or the Companies may be subject; (c) no Total Loss material loss or destruction of or damage to the Companies, any of the Aircraft Companies’ Assets, any of the Companies’ Business or the Purchased Shares shall have occurred; (cd) no action or proceeding at law or in equity shall be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit: (i) the Transaction Documents shall have been executed and delivered purchase or transfer of any of the Purchased Shares contemplated by this Agreement or the parties thereto (other than right of the Purchaser);Vendor to dispose of any of the Purchased Shares; or (dii) [Intentionally left blank]the right of the Companies to conduct their operations and carry on, in the normal course, their business and operations as they have carried on in the past; (e) evidence of the issue of each approval, license and consent which may be required in connection with delivery to the performance Purchaser by the Seller Vendor and the Companies, on a confidential basis, of all its obligations under the Transaction DocumentsBusiness Documentation; (f) the Seller shall have made delivery to the Aircraft available for Delivery at Purchaser by the Delivery Location Companies of the Companies’ Financial Statements on or before the Delivery Closing Date,; (g) on one or more private investors will have invested a minimum aggregate amount of $650,000 to a maximum of $750,000 (the Delivery Date “Investor Funds”) into the Aircraft shall be Companies in construction configuration exchange for such number and conform in all material respects class of shares as is mutually agreed to among the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4Parties (the “Companies’ Private Placement”); (h) the Aircraft has been duly certified Health Canada MMPR application submitted by the FAA as to type and has a current, valid FAA airworthiness certificate;Companies will either be active or have been approved; and, (i) at the time of Delivery, Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, special FAA counsel to Purchaser, shall have confirmed that Vendor will execute and deliver such counsel is forthwith furnishing other instruments or documents and take such further action as may reasonably be required by the Purchaser an opinion addressed to Purchaser to the effect that (i) the FAA Xxxx of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAA; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention; (j) no legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby; If CSE to give effect to any of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are not waived or deferred in writing by the Purchaser, the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by notice, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 of this Agreement to the Purchasermatter provided for therein.

Purchaser’s Conditions Precedent. 5.1.1 The obligations of each Purchaser to complete the Purchaser under purchase of the Notes contemplated by this Agreement are are, in each case, subject to the satisfaction of each of the following conditions precedent (the “Purchaser’s Conditions Precedent”) being fulfilled to the satisfaction of, or waived in writing by, the Purchaserprecedent: (a) each of the representations and warranties on the part of the Seller Company contained in this Agreement shall be true and accurate correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Delivery Date as if Closing Date, except to the extent that any such representation or warranty is made and repeated on and as of the Delivery Date with reference to the facts a specified date, in which case such representation or warranty need only be true and circumstances existing correct as of the Delivery Datesuch date; (b) no Total Loss the Notification Form: Listing of Additional Shares, to be filed with the Aircraft NASDAQ prior to issuing any common stock, or any security convertible into common stock or in a transaction that may result in the potential issuance of common stock, greater than 10% of either the total shares outstanding or the voting power outstanding on a pre-transaction basis, shall have occurredbeen filed, if required; (c) the Transaction Documents such Purchaser shall have been received the Registration Rights Agreement, executed and delivered by the Company and each of the other parties thereto (other than the such Purchaser), substantially in the form of Exhibit B attached hereto; (d) [Intentionally left blank]no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; (e) evidence of the issue of each approvalCompany and the lenders party thereto shall have executed, license and consent which may be required in connection or shall execute simultaneous with the performance Closing, the Fourth Amendment to the Amended and Restated Credit Agreement, by and among the Seller of all its obligations under Company and Cadiz Real Estate LLC, as borrowers, and the Transaction Documentslenders party thereto (the “Amendment Agreement”); (f) the Seller First Supplemental Indenture, by and between the Company and the Trustee, which amends certain terms and conditions of the Indenture, shall have made been entered into as of the Aircraft available for Delivery at the Delivery Location on the Delivery Closing Date,; (g) on Cadwalader, Xxxxxxxxxx & Xxxx LLP, counsel for the Delivery Date the Aircraft Company, shall be in construction configuration and conform in all material respects have furnished to the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4;Purchasers an opinion, dated the Closing Date and addressed to the Purchasers; and (h) the Aircraft has been duly certified by Chief Executive Officer and Chief Financial Officer of the FAA Company shall have delivered to such Purchaser a certificate, dated as of the Closing Date, certifying to their knowledge, after reasonable inquiry as to type and has a currentthe matters set forth in paragraphs (a), valid FAA airworthiness certificate; (ib), (e) at the time of Delivery, Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, special FAA counsel to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to the effect that (i) the FAA Xxxx of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAA; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention; (j) no legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby; If any of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are not waived or deferred in writing by the Purchaser, the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by notice, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 of this Agreement to the Purchaserf).

Purchaser’s Conditions Precedent. 5.1.1 (a) The obligations obligation of the Purchaser under this Agreement are to complete the transactions contemplated herein shall be subject to the satisfaction of or compliance with, at or before the Closing Time, each of the following conditions precedent (which are for the “Purchaser’s Conditions Precedent”) being fulfilled to the satisfaction of, or waived in writing by, exclusive benefit of the Purchaser: (ai) the representations and warranties on the part of the Seller Vendor set forth in Article 4 shall be true and correct at the Closing Time with the same force and effect as if made at and as of such time; (ii) the Vendor shall have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Vendor at or prior to the Closing Time; (iii) the Purchaser shall have been furnished with such certificates, affidavits or statutory declarations of the Vendor or officers of the Vendor, as the Purchaser or the Purchaser's counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor at or prior to the Closing Time have been performed and complied with and that the representations and warranties of the Vendor herein given are true and correct at the Closing Time; (iv) all necessary steps, proceedings and regulatory notifications and approvals shall have been taken, given or received to permit the Purchased Shares to be duly and regularly transferred to the Purchaser, including the granting of exemption orders such that neither the Vendor nor the Purchaser shall be true subject to the issuer bid requirements of applicable securities laws on terms acceptable to the Vendor's and accurate the Purchaser's respective counsel acting reasonably and all conditions required under the exemption orders shall have been satisfied in full; (v) the Vendor, Bxxx Canada, Bxxx Mobility Holdings Inc., CGI Information Systems Management Consultants Inc. and the Purchaser shall have executed and delivered the Amending Agreement; (vi) the Vendor, 3588513 Canada Inc. and the Purchaser shall have executed and delivered a termination agreement (the “Termination Agreement”) pursuant to which the Shareholder Agreement shall be terminated; (vii) (y) the Purchaser shall not be prevented from drawing on the credit facilities contemplated in both (i) the commitment letter and related documents dated December 15, 2005 submitted by certain financial institutions, as arrangers, to the Purchaser, as a result of a material adverse change (under such commitment letter) and (ii) the credit agreement dated December 20, 2004 entered into by the Purchaser, as a result of the Delivery Date occurrence of a Material Adverse Effect (under subparagraph (i) and (ii) of such defined term in such credit agreement) and (z) the Purchaser shall not have been able to find alternative sources of funding under commercial terms reasonably acceptable to the Purchaser; (viii) the Vendor shall have delivered the resignations of at least Mxxxxxx X. Xxxxx and Lxxxxx Xxxxxx as if made and repeated on and as directors of the Delivery Date Purchaser; and (ix) the Purchaser shall have been furnished with reference to the facts and circumstances existing as all of the Delivery Date;share certificates representing the Purchased Shares duly endorsed in blank or accompanied by an irrevocable security transfer Power of Attorney duly executed in blank. (b) no Total Loss In case any term or covenant of the Aircraft Vendor or condition to be performed or complied with for the benefit of the Purchaser at or prior to the Closing Time shall have occurred; (c) the Transaction Documents shall not have been executed and delivered performed or complied with, by the parties thereto (other than the Purchaser); (d) [Intentionally left blank]; (e) evidence of the issue of each approvalVendor, license and consent which may be required in connection with the performance by the Seller of all its obligations under the Transaction Documents; (f) the Seller shall have made the Aircraft available for Delivery at the Delivery Location on the Delivery Date, (g) on the Delivery Date the Aircraft shall be in construction configuration and conform in all material respects or prior to the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4; (h) the Aircraft has been duly certified by the FAA as to type and has a current, valid FAA airworthiness certificate; (i) at the time of Delivery, Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, special FAA counsel to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to the effect that (i) the FAA Xxxx of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAA; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention; (j) no legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby; If any of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are not waived or deferred in writing by the PurchaserClosing Time, the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by noticemay, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and without limiting any other of right that the payments received pursuant to Clause 2.4 of Purchaser may have, terminate this Agreement or waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of termination in the Purchaserevent of non-performance of any other term, covenant or condition in whole or in part.

Purchaser’s Conditions Precedent. 5.1.1 (a) The obligations obligation of the Purchaser under this Agreement are to complete the transactions contemplated herein shall be subject to the satisfaction of or compliance with, at or before the Closing Time, each of the following conditions precedent (which are for the “Purchaser’s Conditions Precedent”) being fulfilled to the satisfaction of, or waived in writing by, exclusive benefit of the Purchaser: (ai) the representations and warranties on the part of the Seller Vendor set forth in Article 4 shall be true and correct at the Closing Time with the same force and effect as if made at and as of such time; (ii) the Vendor shall have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Vendor at or prior to the Closing Time; (iii) the Purchaser shall have been furnished with such certificates, affidavits or statutory declarations of the Vendor or officers of the Vendor, as the Purchaser or the Purchaser’s counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor at or prior to the Closing Time have been performed and complied with and that the representations and warranties of the Vendor herein given are true and correct at the Closing Time; (iv) all necessary steps, proceedings and regulatory notifications and approvals shall have been taken, given or received to permit the Purchased Shares to be duly and regularly transferred to the Purchaser, including the granting of exemption orders such that neither the Vendor nor the Purchaser shall be true subject to the issuer bid requirements of applicable securities laws on terms acceptable to the Vendor’s and accurate the Purchaser’s respective counsel acting reasonably and all conditions required under the exemption orders shall have been satisfied in full; (v) the Vendor, Xxxx Canada, Xxxx Mobility Holdings Inc., CGI Information Systems Management Consultants Inc. and the Purchaser shall have executed and delivered the Amending Agreement; (vi) the Vendor, 3588513 Canada Inc. and the Purchaser shall have executed and delivered a termination agreement (the “Termination Agreement”) pursuant to which the Shareholder Agreement shall be terminated; (vii) (y) the Purchaser shall not be prevented from drawing on the credit facilities contemplated in both (i) the commitment letter and related documents dated December 15, 2005 submitted by certain financial institutions, as arrangers, to the Purchaser, as a result of a material adverse change (under such commitment letter) and (ii) the credit agreement dated December 20, 2004 entered into by the Purchaser, as a result of the Delivery Date occurrence of a Material Adverse Effect (under subparagraph (i) and (ii) of such defined term in such credit agreement) and (z) the Purchaser shall not have been able to find alternative sources of funding under commercial terms reasonably acceptable to the Purchaser; (viii) the Vendor shall have delivered the resignations of at least Xxxxxxx X. Xxxxx and Xxxxxx Xxxxxx as if made and repeated on and as directors of the Delivery Date Purchaser; and (ix) the Purchaser shall have been furnished with reference to the facts and circumstances existing as all of the Delivery Date;share certificates representing the Purchased Shares duly endorsed in blank or accompanied by an irrevocable security transfer Power of Attorney duly executed in blank. (b) no Total Loss In case any term or covenant of the Aircraft Vendor or condition to be performed or complied with for the benefit of the Purchaser at or prior to the Closing Time shall have occurred; (c) the Transaction Documents shall not have been executed and delivered performed or complied with, by the parties thereto (other than the Purchaser); (d) [Intentionally left blank]; (e) evidence of the issue of each approvalVendor, license and consent which may be required in connection with the performance by the Seller of all its obligations under the Transaction Documents; (f) the Seller shall have made the Aircraft available for Delivery at the Delivery Location on the Delivery Date, (g) on the Delivery Date the Aircraft shall be in construction configuration and conform in all material respects or prior to the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4; (h) the Aircraft has been duly certified by the FAA as to type and has a current, valid FAA airworthiness certificate; (i) at the time of Delivery, Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, special FAA counsel to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to the effect that (i) the FAA Xxxx of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAA; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention; (j) no legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby; If any of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are not waived or deferred in writing by the PurchaserClosing Time, the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by noticemay, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and without limiting any other of right that the payments received pursuant to Clause 2.4 of Purchaser may have, terminate this Agreement or waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of termination in the Purchaserevent of non-performance of any other term, covenant or condition in whole or in part.

Purchaser’s Conditions Precedent. 5.1.1 The obligations obligation of the Purchaser under to complete the transactions contemplated by this Agreement are will be subject to the satisfaction or waiver of, at or before the Closing, the following conditions precedent (the “Purchaser’s Conditions Precedent”) being fulfilled to the satisfaction of, or waived in writing by, the Purchaserprecedent: (a) the representations and warranties on the part of the Seller contained Target set forth in this Agreement shall be true and accurate on the Target Vendor Certificate being true, correct and complete in all material respects as of the Closing and with the same effect as if made at and as of the Delivery Date as if made and repeated on and as of the Delivery Date with reference to the facts and circumstances existing as of the Delivery DateClosing; (b) no Total Loss the Target and the Target Vendors having performed and complied with all of the Aircraft shall have occurredtheir respective obligations, covenants and agreements required hereunder in all material respects; (c) this Agreement and the Transaction Documents shall have Documents, all in form and substance reasonably satisfactory to the Purchaser, having been executed and delivered by the parties thereto (other than to the Purchaser); (d) [Intentionally left blank]the Purchaser having been given reasonable opportunity to perform the searches and other due diligence reasonable or customary in a transaction of a similar nature to the Transaction, and the Purchaser and its advisors being satisfied with the results of such due diligence; (e) evidence of no Material Adverse Effect having occurred with respect to the issue of each approvalTarget Business, license and consent which may be required in connection with the performance by Target Assets or the Seller of all its obligations under the Transaction DocumentsTarget Securities; (f) all consents, renunciations, authorizations or approvals of each applicable Governmental Body and any other Person which, in the Seller shall have made Purchaser’s reasonable opinion, must be obtained prior to the Aircraft available for Delivery at Closing in order to give effect to the Delivery Location on purchase of the Delivery Date,Target Shares and the Transaction, including the CSE and the Purchaser’s shareholders (including approval by the majority of the minority of the Purchaser’s shareholders), if applicable, having been obtained to the Purchaser’s satisfaction or in accordance with any applicable Contracts or Applicable Laws; (g) on no injunction or restraining order of any court or administrative tribunal of competent jurisdiction being in effect prohibiting the Delivery Date Transaction, and no action or Proceeding having been instituted or be pending before any court or administrative tribunal to restrain or prohibit the Aircraft shall be in construction configuration and conform in all material respects to the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4Transaction; (h) there being no legal proceedings or regulatory actions or proceedings against or threatened against Target at the Aircraft has been duly certified by Closing Date which may, if determined against the FAA as to type and has interest of Target, have a current, valid FAA airworthiness certificateMaterial Adverse Effect on Target; (i) the holders of the Purchaser Shares, if required, having approved the entry into, and the Closing, of this Agreement and the transactions contemplated hereby, including the issuance of the Consideration Securities; (j) the Purchaser having reviewed, and being satisfied with, the tax and securities implications of the Transaction contemplated by this Agreement; (k) the Purchaser having received from the Target any legal opinions from counsel and certificates from officers with respect to such matters as counsel of the Purchaser may require, acting reasonably; (l) the Target will be in good standing under the federal laws of Canada and shall provide the Purchaser with certificates of good standing or compliance, as applicable, reflecting the same; (m) the Target having no more than 1,398,605 Target Shares issued and outstanding on the Closing Date; (n) as at the time Closing, the Target having Liabilities of Deliveryno more than $400,000, Daughertyexcluding the Target Convertible Notes, Fowlerthe Operating Loan and the Bridge Loan; (o) as at the Closing, Peregrinthe Target having Liabilities of no more than as set forth in the Target Disclosure Statement (as updated at Closing); (p) an exemption from the prospectus requirements of Applicable Securities Laws being available for the issuance of the Consideration Securities to each Target Vendor and Target Noteholder; (q) other than the Target Convertible Notes which shall have been amended by the Note Amending Agreements, Xxxxxx & Xxxxxx, special FAA counsel there are no rights outstanding which are convertible into Target Shares; (r) the Target’s auditors having completed all necessary audits and review of the Target Financial Statements and audits or review of any subsequent period required by regulatory authorities and such statements showing no matters giving rise to a Material Adverse Effect on the Target; (s) the Target having provided to the Purchaser, and the Purchaser and its accountant having had a reasonable opportunity to review, the Target Financial Statements, and the Purchaser and its accountant being satisfied with the content of the Target Financial Statements; (t) no claim having been asserted or made that any Person (other than the Purchaser or the Target Vendors) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any of the Target Securities, or any other voting, equity, or ownership interest in, the Target, or (other than the Target Vendors) is entitled to all or any portion of the Consideration Shares; (u) the Target and the Target Vendors having taken all proper steps, actions and corporate proceedings to approve the Transaction, including passing any resolutions required to ensure that the Target Shares will be transferred to the Purchaser free and clear of any Liens, adverse claim, right or interest; (v) 100% of the Target Shares shall have confirmed that such counsel is forthwith furnishing been tendered for the sale and purchase under the Transaction; and (w) the Purchaser an opinion addressed to Purchaser to having received from the effect that Target and the Target Vendors the following Transaction Documents: (i) certified copies of resolutions of the FAA Xxxx Target Board approving the entry into, and the Closing of, this Agreement and the transactions contemplated hereby, the transfer of Sale and FAA Application for Registration with respect the Target Shares to the Aircraft have been duly filed with Purchaser, the FAA; registration of the Target Shares in the name of the Purchaser, the issue of certificates representing the Target Shares registered in the name of the Purchaser, and all other matters contemplated by this Agreement, (ii) legal title a certificate executed by an officer of the Target certifying that: (A) the representations and warranties of the Target set forth in this Agreement are true and correct in all material respects as at the Closing, (B) the Target has performed and complied with all of its material obligations, covenants and agreements required hereunder, and (C) all conditions precedent of the Target for completion of the transactions contemplated herein have been satisfied or waived, (iii) from each Target Vendor who is a U.S. Person, a duly executed Target Vendor Certificate, (iv) from each Target Vendor, to the Aircraft is vested extent required, a duly executed Escrow Agreement and any documents required by the CSE, (v) a certified copy of the central securities register of the Target evidencing the Purchaser as the sole registered owner of the Target Shares, (vi) all such instruments of transfer, duly executed, which in the opinion of the Purchaser acting reasonably are necessary to effect and evidence the transfer of the Target Shares to the Purchaser, free and clear of all Encumbrances of record; and Liens, and (iiivii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention; (j) no legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby; If any corporate minute books and all other books and records of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are not waived or deferred in writing by the Purchaser, the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by notice, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 of this Agreement to the PurchaserTarget.

Purchaser’s Conditions Precedent. 5.1.1 The obligations of following shall be conditions precedent to Purchaser’s obligation to consummate the Purchaser under this Agreement are subject purchase and sale transaction contemplated herein with respect to the following conditions precedent Property (collectively, the “Purchaser’s Conditions Precedent”): (i) being fulfilled The Title Company shall stand ready to issue at the Closing an ALTA standard coverage owner’s policy of title insurance with liability in the full amount of the Purchase Price, subject only to the satisfaction ofPermitted Exceptions, or waived together with such endorsements as were requested by Purchaser and Title Company irrevocably committed, prior to the expiration of the Due Diligence Period, to issue to Purchaser at Closing (the “Title Policy”), insuring Purchaser’s interest in writing bythe Property, dated as of the Purchaser:day of the Closing. (ii) There shall exist no material breach of (a) the any of Seller’s representations and warranties on the part set forth in Section 6, or (b) any other material obligation of the Seller contained in this Agreement shall be true and accurate on and hereunder as of the Delivery Date as if made Closing, in either case not cured in accordance with the provisions of Section 19(a). (iii) Seller shall have delivered to the Escrow Company the items described in Section 13. (iv) Purchaser shall have received, prior to the Closing, estoppel certificates (collectively, “Tenant Estoppel Certificates”), in the form customarily issued by the tenant and/or the form set forth in their respective leases executed by each Tenant whose premises contains more than fifteen thousand (15,000) square feet of leaseable area (collectively the “Major Tenants”) and repeated on and as from remaining Tenants leasing in the aggregate not less than seventy five percent (75%) of the Delivery Date with reference to the facts and circumstances existing as remaining leasable floor area of the Delivery Date; Property (bthe “Estoppel Threshold”) in the form set forth in their respective Leases (but if no Total Loss form is set forth in a particular Lease or if the particular Lease does not otherwise dictate the contents of a Tenant Estoppel Certificate, then in the Aircraft shall have occurred; (c) the Transaction Documents shall have been executed form attached hereto as Exhibit N-1), and delivered by the parties thereto for all other Tenants (other than the PurchaserMajor Tenants) that does not execute a Tenant Estoppel Certificate, Seller shall execute a certificate in the form of Exhibit N attached hereto (the “Seller Certificate”); (d) [Intentionally left blank]; (e) evidence of . Purchaser may disapprove any Tenant Estoppel Certificate or Seller Certificate hereunder only if such Tenant Estoppel Certificate or Seller Certificate reflects a default by Seller or Tenant under the issue of each approvalLease in question, license and consent which may be required in connection reflects information that is inconsistent with the performance by Rent Roll in any material respect or reflects information that is not substantially consistent with the Due Diligence Materials; and any disapproval of a Tenant Estoppel Certificate or Seller of all its obligations under the Transaction Documents; (f) the Seller shall have made the Aircraft available for Delivery at the Delivery Location on the Delivery Date, (g) on the Delivery Date the Aircraft Certificate shall be in construction configuration writing, shall set forth with specificity the basis of such disapproval and conform must be received by Seller not later than three (3) Business Days after delivery of such Tenant Estoppel Certificate or Seller Certificate to Purchaser, it being expressly agreed that any Tenant Estoppel Certificate or Seller Certificate not disapproved in accordance with the provisions of this sentence shall be deemed approved and shall be applicable to the satisfaction of the Estoppel Threshold. With respect to any Tenant (other than any of the Major Tenants) that does not execute a Tenant Estoppel Certificate, Seller shall exercise commercially reasonable efforts to obtain Tenant Estoppel Certificates from any Tenant for whom Seller executed a Seller Certificate within ninety (90) days after the Closing and if, after the Closing, Seller delivers to Purchaser a Tenant Estoppel Certificate (consistent in all material respects to with the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4; (hSeller Certificate for such Tenant) the Aircraft has been duly certified by the FAA as to type and has from a current, valid FAA airworthiness certificate; (i) Tenant for whom Seller executed a Seller Certificate at the time of DeliveryClosing, Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, special FAA counsel to Purchaser, then Seller thereafter shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to be released from the effect that (i) the FAA Xxxx of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAA; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention; (j) no legal or governmental Seller Certificate. Any action, suit or proceeding with respect to the truth, accuracy or completeness of any Seller Certificate shall have been instituted be commenced, if at all, on or threatened before the date which is twelve (12) months after the date of the Closing and, if not commenced on or before such date, the Seller Certificate thereafter shall be void and of no force or effect. If Purchaser disapproves any court, administrative agency Tenant Estoppel Certificate or tribunal, nor shall any order, judgment or decree have been issued or proposed Seller Certificate required to be issued by any court, administrative agency or tribunal delivered pursuant to set aside, restrain, enjoin or prevent the consummation terms of this AgreementSection, any Transaction Document or the transactions contemplated hereby or thereby; If any of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are not waived or deferred in writing by the Purchaser, the Purchaser then Seller shall be entitled at any time thereafter to terminate its obligation remedy the condition which caused Purchaser to purchase disapprove such Tenant Estoppel Certificate or Seller Certificate and deliver to Purchaser prior to the Aircraft from Closing an updated Tenant Estoppel Certificate or Seller Certificate in accordance with the Seller by notice, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 terms of this Agreement Section. Seller shall review each Tenant Estoppel Certificate executed by a Tenant prior to transmitting such Tenant Estoppel Certificate to Purchaser and Seller shall endeavor to remedy with the PurchaserTenant executing the Tenant Certificate any matter which would, in Seller’s reasonable business judgment, entitle Purchaser to disapprove such Tenant Estoppel Certificate in accordance with the provisions of this Section.

Purchaser’s Conditions Precedent. 5.1.1 The This Agreement and the obligations of the Purchaser under this Agreement are subject to the fulfilment of the following conditions precedent (the “Purchaser’s Conditions Precedent”) being fulfilled to the satisfaction of, or waived in writing by, the Purchaserconditions: (a) the Vendor’s representations and warranties on the part of the Seller contained in this Agreement shall be true and accurate on at and as of the Delivery Date as if though such representations and warranties were made and repeated on and as of such time; (b) the Delivery Date Vendor shall have performed and complied with reference all covenants, agreements and conditions required by this Agreement to the facts and circumstances existing as of be performed or complied with by it at or prior to the Delivery Date; (b) no Total Loss of the Aircraft shall have occurred; (c) the Transaction Documents there shall have been executed no event, condition, change of circumstances or other fact in relation to the Vendor which has occurred between the date of this Agreement and delivered by the parties thereto (other than Delivery Date that has had a material adverse impact on the Purchaser)Vendor or will have a material adverse impact on the business of the Purchaser upon completion of the transactions contemplated herein; (d) [Intentionally left blank]the Purchaser shall have received from the Vendor a certified copy of resolutions of the directors of the Vendor nominating the Vendor Nominees and assigning a one, two and three-year term, respectively, to the Vendor Nominees; (e) evidence the parties shall have submitted the prescribed pre-notification materials to the federal Competition Bureau pursuant to the Competition Act (Canada) and received confirmation of receipt of such materials and the applicable waiting period shall have expired and the parties shall have received notice from the Competition Bureau that it is of the issue of each approval, license and consent which may be required in connection with the performance by the Seller of all its obligations view that there are not sufficient grounds to initiate proceedings under the Transaction Documents; merger provisions of the Competition Act (fCanada) the Seller shall have made the Aircraft available for Delivery at the Delivery Location on the Delivery Date, (g) on the Delivery Date the Aircraft shall be in construction configuration and conform in all material respects to the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4; (h) the Aircraft has been duly certified by the FAA as to type and has a current, valid FAA airworthiness certificate; (i) at the time of Delivery, Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, special FAA counsel to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to the effect that (i) the FAA Xxxx of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAA; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention; (j) no legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby; If any provisions of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and Competition Act (Canada) are not waived or deferred in writing by the Purchaser, the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by notice, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 of this Agreement to the Purchaserotherwise satisfied.

Purchaser’s Conditions Precedent. 5.1.1 The obligations of the Purchaser under this Agreement are subject to the following conditions precedent Section 4.1 (the “Purchaser’s Conditions Precedent”) being fulfilled to of the satisfaction ofPurchase Agreement is hereby amended by inserting the following new subsections (j), or waived in writing by(k), (l), (m) and (n) at the Purchaserend thereof: (aj) The Sellers shall have delivered to the representations Title Company an amendment to the CC&Rs, in proper statutory form for recording and warranties on otherwise in form and substance acceptable to the part Purchaser and the Title Company, duly executed and acknowledged by Residential Care IV, L.L.C. and approved in writing by the City of Fort Xxxxx, pursuant to which the CC&Rs are amended to delete the requirements that the “units” and “tracts” be subdivided/legally created (the “CC&R Amendment”). (k) The Sellers shall have delivered to the Title Company a deed, in proper statutory form for recording and otherwise in form and substance acceptable to the Purchaser and the Title Company, duly executed and acknowledged by Turtle Creek Management, Inc., conveying of record fee simple title to the 0.53 acre portion of the Seller contained Land identified on Schedule 2 as the E&F Realty 5 Plex to E&F Realty Co., L.L.P. (the “E&F Deed”). (l) The Sellers shall have amended the Planned Unit Development affecting the Property known as Forest Creek, and obtained all necessary approvals from applicable governmental authorities (beyond all applicable appeals periods) for such amendment, which amendment shall permit the number of units and the ratio of units per acre currently existing at such Property, all in this Agreement shall be true form and accurate on and as of the Delivery Date as if made and repeated on and as of the Delivery Date with reference substance acceptable to the facts and circumstances existing as of Purchaser (the Delivery Date;“PUD Amendment”). (bm) no Total Loss of the Aircraft The Purchaser shall have occurred; (c) received evidence acceptable to the Transaction Documents shall have been executed Purchaser that the Properties known as Forest Creek and delivered by the parties thereto Northwoods comply with zoning or are otherwise considered legal nonconforming with respect to zoning (other than the Purchasermatters to be covered by the PUD Amendment);, which evidence may include, without limitation, a legible copy of approved site plans for the Properties that indicate the Properties, as currently configured, were approved by the applicable governmental authority. (dn) [Intentionally left blank]; To the extent the applicable licensing authority requires the Purchaser’s home health agency to designate as a branch office any Property where the Purchaser’s home health agency does not have a home office and such licensing authority does not approve such designation on or before the then scheduled Closing Date, the Purchaser’s home health agency and American Senior Home Care, L.L.C. or American Senior Home Care of Ft. Xxxxx, L.L.C., as applicable, shall have entered into one or more services agreements (e) evidence the “Home Health Services Agreement(s)”), in form and substance mutually acceptable to the Purchaser and the Sellers, pursuant to which American Senior Home Care, L.L.C. or American Senior Home Care of the issue of each approvalFt. Xxxxx, license and consent L.L.C., as applicable, will continue to provide home health services to those Properties for which may be a branch office designation is required in connection with the performance until such designation has been approved by the Seller of all its obligations under applicable licensing authority but in no event longer than 180 days after the Transaction Documents; (f) Closing Date, and the Seller shall have made Purchaser’s home health agency will provide the Aircraft available employees for Delivery at the Delivery Location on the Delivery Date, (g) on the Delivery Date the Aircraft such home health services and shall be entitled to all income, and shall be responsible for all expenses, relating to such home health services. For the avoidance of doubt, nothing in construction configuration and conform in all material respects to this Section 4.1(n) shall limit the Delivery Conditions except as otherwise condition set forth in writing in accordance with Clause 3.4; Section 4.1(a) regarding obtaining licenses (h) the Aircraft has been duly certified by the FAA as to type and has a currentincluding, valid FAA airworthiness certificate; (i) at the time of Deliverywithout limitation, Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, special FAA counsel to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to the effect that (i) the FAA Xxxx of Sale and FAA Application licenses for Registration with respect to the Aircraft have been duly filed with the FAA; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention; (j) no legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby; If any of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are not waived or deferred in writing by the Purchaser, the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by notice, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 of this Agreement to the Purchaserhome health agency).

Purchaser’s Conditions Precedent. 5.1.1 The obligations of each Purchaser to complete the Purchaser under purchase of the Securities contemplated by this Agreement are are, in each case, subject to the satisfaction of each of the following conditions precedent (the “Purchaser’s Conditions Precedent”) being fulfilled to the satisfaction of, or waived in writing by, the Purchaserprecedent: (a) each of the representations and warranties on the part of the Seller Company contained in this Agreement shall be true and accurate correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Delivery Date as if Closing Date, except to the extent that any such representation or warranty is made and repeated on and as of the Delivery Date with reference to the facts a specified date, in which case such representation or warranty need only be true and circumstances existing correct as of the Delivery Datesuch date; (b) no Total Loss if required, the Notification Form: Listing of Additional Shares, to be filed with the Aircraft NASDAQ prior to issuing any common stock, or any security convertible into common stock or in a transaction that may result in the potential issuance of common stock, greater than 10% of either the total shares outstanding or the voting power outstanding on a pre-transaction basis, shall have occurredbeen filed; (c) the Transaction Documents no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have been executed enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and delivered restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by the parties thereto (other than the Purchaser)this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; (d) [Intentionally left blank];Cadwalader, Xxxxxxxxxx & Xxxx LLP, counsel for the Company, shall have furnished to the Purchasers an opinion, in the form attached hereto as Exhibit B, dated the Closing Date and addressed to the Purchasers; and (e) evidence the Chief Executive Officer and Chief Financial Officer of the issue of each approval, license and consent which may be required in connection with the performance by the Seller of all its obligations under the Transaction Documents; (f) the Seller Company shall have made delivered to such Purchaser a certificate, dated as of the Aircraft available for Delivery at the Delivery Location on the Delivery Closing Date, (g) on the Delivery Date the Aircraft shall be in construction configuration and conform in all material respects , certifying to their knowledge, after reasonable inquiry as to the Delivery Conditions except as otherwise matters set forth in writing in accordance with Clause 3.4; paragraphs (ha) the Aircraft has been duly certified by the FAA as to type and has a current, valid FAA airworthiness certificate; (i) at the time of Delivery, Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, special FAA counsel to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to the effect that (i) the FAA Xxxx of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAA; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention; (j) no legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby; If any of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are not waived or deferred in writing by the Purchaser, the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by notice, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 of this Agreement to the Purchaserb).

Purchaser’s Conditions Precedent. 5.1.1 The rights, duties and obligations of the Purchaser under this Agreement in connection with the Closing are subject to the following conditions precedent (for the “Purchaser’s Conditions Precedent”) being exclusive benefit of the Purchaser to be fulfilled in all material aspects in the reasonable opinion of the Purchaser or to be waived by the satisfaction of, Purchaser on or waived in writing by, before the PurchaserClosing Date: (a) the representations Vendor and warranties the Companies will have complied with all warranties, representations, covenants and agreements herein agreed to be performed or caused to be performed by the Vendor and the Companies on or before the part of the Seller contained in this Agreement shall be true and accurate on and as of the Delivery Date as if made and repeated on and as of the Delivery Date with reference to the facts and circumstances existing as of the Delivery Closing Date; (b) the Vendor and the Companies will have obtained all authorizations, approvals or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and have made all filings with, any and all Regulatory Authorities from whom any such authorization, approval or other action is required to be obtained or to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by the Vendor and the Companies who will be in compliance with, and have not committed any breach of, any securities laws, regulations or policies of any Regulatory Authority to which the Vendor or the Companies may be subject; (c) no Total Loss material loss or destruction of or damage to the Companies, any of the Aircraft Companies’ Assets, any of the Companies’ Business or the Purchased Shares shall have occurred; (cd) no action or proceeding at law or in equity shall be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit: (i) the Transaction Documents shall have been executed and delivered purchase or transfer of any of the Purchased Shares contemplated by this Agreement or the parties thereto (other than right of the Purchaser);Vendor to dispose of any of the Purchased Shares; or (dii) [Intentionally left blank]the right of the Companies to conduct their operations and carry on, in the normal course, their business and operations as they have carried on in the past; (e) evidence of the issue of each approval, license and consent which may be required in connection with delivery to the performance Purchaser by the Seller Vendor and the Companies, on a confidential basis, of all its obligations under the Transaction DocumentsBusiness Documentation; (f) the Seller shall have made delivery to the Aircraft available for Delivery at Purchaser by the Delivery Location Companies of the Companies’ Financial Statements on or before the Delivery Closing Date,; (g) on one or more private investors will have invested a minimum aggregate amount of $650,000 to a maximum of $750,000 (the Delivery Date “Investor Funds”) into the Aircraft shall be Companies in construction configuration exchange for such number and conform in all material respects class of shares as is mutually agreed to among the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4Parties (the “Companies’ Private Placement”); (h) the Aircraft has Investor Funds will have been duly certified preserved by the FAA as Companies and will be immediately available on closing of this Agreement, unless the Purchaser has provided its prior written consent to type and has a current, valid FAA airworthiness certificatethe Companies for the use of all or any portion of the Investor Funds before closing; (i) at the time of Delivery, Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, special FAA counsel to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to Health Canada MMPR application submitted by the effect that (i) the FAA Xxxx of Sale and FAA Application for Registration with respect to the Aircraft Companies will either be active or have been duly filed with the FAAapproved; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention;and, (j) no legal the Vendor will execute and deliver such other instruments or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to documents and take such further action as may reasonably be issued required by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement, any Transaction Document Purchaser or the transactions contemplated hereby or thereby; If Exchange to give effect to any of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are not waived or deferred in writing by the Purchaser, the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by notice, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 of this Agreement to the Purchasermatter provided for therein.

Purchaser’s Conditions Precedent. 5.1.1 The obligations obligation of the Purchaser under to consummate the transactions contemplated by this Agreement are is subject to the satisfaction or waiver (subject to applicable law) on or before the Closing Date of each of the following conditions precedent (conditions: 6.1 No preliminary or permanent injunction or other order will have been issued by any court of competent jurisdiction or any regulatory body preventing consummation of the “Purchaser’s Conditions Precedent”) being fulfilled to transactions contemplated by this Agreement; 6.2 No action will have been commenced or threatened against the satisfaction ofSellers, the Purchaser or any of their respective affiliates, associates, officers, or waived in writing bydirectors seeking damages arising from, or to prevent or challenge the Purchaser:transactions contemplated by this Agreement; (a) the 6.3 All representations and warranties on the part warranties, if any, of the Seller Sellers contained herein will be true and correct in all material respects; 6.4 The Sellers will have performed or satisfied as of the Closing Date all obligations, covenants, agreements, and conditions contained in this Agreement shall to be true and accurate on and as of performed or complied with by the Delivery Date as if made and repeated on and as of the Delivery Date with reference to the facts and circumstances existing as of the Delivery DateSellers; (b) no Total Loss of 6.5 There shall not have accrued any material adverse change, nor any event which can be reasonably expected to result in a material adverse change in the Aircraft shall have occurredProperties; (c) the Transaction Documents shall have been executed 6.6 All actions, proceedings, instruments, and delivered by the parties thereto (other than the Purchaser); (d) [Intentionally left blank]; (e) evidence of the issue of each approval, license and consent which may be documents required in connection with the performance by the Seller of all its obligations under the Transaction Documents; (f) the Seller shall have made the Aircraft available for Delivery at the Delivery Location on the Delivery Date, (g) on the Delivery Date the Aircraft shall be in construction configuration and conform in all material respects to the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4; (h) the Aircraft has been duly certified by the FAA as to type and has a current, valid FAA airworthiness certificate; (i) at the time of Delivery, Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, special FAA counsel to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to the effect that (i) the FAA Xxxx of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAA; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention; (j) no legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement, any Transaction Document or carry out the transactions contemplated hereby will have been satisfactory to the Purchaser's counsel, including, without limitation, releases of any and all liens, claims, security interests, or thereby; If other encumbrances covering any of the Purchaser’s Conditions Precedent remain outstanding on Properties, and the Termination Sellers will have delivered such additional certificates and other documents as the Purchaser reasonably requests including, without limitation, such certificates of the Sellers dated as of the Closing Date evidencing compliance with the conditions set forth in this paragraph 6; 6.7 The Purchaser shall have received and are reviewed all schedules to be provided by the Sellers and such schedules shall not waived or deferred in writing be materially different than anticipated by the Purchaser, the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by notice, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 of this Agreement to the Purchaser.; and

Purchaser’s Conditions Precedent. 5.1.1 6.1 Purchaser’s Conditions The obligations of the Purchaser under to complete the transactions contemplated by this Agreement are will be subject to the following conditions precedent (the “Purchaser’s Conditions Precedent”) being fulfilled to the satisfaction of, or waived in writing bycompliance with, at or before the PurchaserSecond Closing, of each of the following conditions precedent: (a) 6.1.1 the representations and warranties on the part of the Seller contained Companies set forth in this Agreement shall will be true true, correct and accurate on complete in all material respects as of the Closing Date and with the same effect as if made at and as of the Delivery Closing Date as if made and repeated on the Purchaser will have received from the Target a certificate executed by an officer of such Company certifying that the representations and as warranties of the Delivery Date with reference to Accepting Shareholders or the facts Target, as applicable, set forth in this Agreement are true and circumstances existing correct in all material respects as of at the Delivery Closing Date; (b) no Total Loss 6.1.2 approval of the Aircraft shall have occurredboard of directors of each of the Purchaser and the Target being obtained; (c) 6.1.3 the Target and the Accepting Shareholders will have performed and complied with all of their respective material obligations, covenants and agreements required hereunder; 6.1.4 this Agreement, the Transaction Documents shall and all other documents necessary or reasonably required to consummate the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Purchaser, will have been executed and delivered to the Purchaser; 6.1.5 the Purchaser will be reasonably satisfied that its due diligence, analysis and other customary examinations that it has performed regarding the financial position of and the business of the Companies are consistent, in all material respects, with the representations and warranties of the Companies set forth in this Agreement; 6.1.6 no injunction or restraining order of any court or administrative tribunal of competent jurisdiction will be in effect prohibiting the transactions contemplated by this Agreement and no action or Proceeding will have been instituted or be pending before any court or administrative tribunal to restrain or prohibit the parties thereto transactions contemplated by this Agreement; 6.1.7 no claim will have been asserted or made that any Person (other than the Purchaser)) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any of the Shares, or any other voting, equity, or ownership interest in, the Target, or (other than the Accepting Shareholders) is entitled to all or any portion of the Consideration Securities; (d) [Intentionally left blank]; (e) evidence of the issue of each approval, license and consent which may be required in connection with the performance by the Seller of all its obligations under the Transaction Documents; (f) the Seller shall 6.1.8 no Material Adverse Effect will have made the Aircraft available for Delivery at the Delivery Location on the Delivery Date, (g) on the Delivery Date the Aircraft shall be in construction configuration and conform in all material respects to the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4; (h) the Aircraft has been duly certified by the FAA as to type and has a current, valid FAA airworthiness certificate; (i) at the time of Delivery, Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, special FAA counsel to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to the effect that (i) the FAA Xxxx of Sale and FAA Application for Registration occurred with respect to the Aircraft have been duly filed Business or the Shares; 6.1.9 all consents, renunciations, authorizations or approvals of third parties, which, in the Purchaser’s reasonable opinion, must be obtained prior to the Closing in order to give effect to the purchase of the Shares and the other transactions contemplated herein, must be obtained to the Purchaser’s satisfaction or in accordance with the FAA; (ii) legal title relevant agreements, covenants or applicable law; 6.1.10 the Purchaser shall have received a copy of the Target Financial Statements from the Accepting Shareholders and the Purchaser and its accountants will be reasonably satisfied with their review of the Target Financial Statements; 6.1.11 the Purchaser shall have received from the Accepting Shareholders copies of the Management Agreements and the Employment Agreements as may be required by the Purchaser, duly executed by the applicable parties thereto; 6.1.12 on the Closing Date, the Target’s total current Liabilities, net of cash and related party debts, shall not exceed $250,000 and the Target shall have reduced related party debt to the Aircraft is vested maximum extent possible to it; and 6.1.13 the Purchaser will have received from the Accepting Shareholders and, where applicable, from the Target, the following closing documentation: 6.1.13.1 share certificate(s) representing the Shares issued in the name of the Accepting Shareholders, duly endorsed for transfer to the Purchaser; 6.1.13.2 a certified copy of resolutions of the directors of the Target authorizing the transfer of the Shares to the Purchaser, the registration of the Shares in the name of the Purchaser, and the issue of share certificates representing the Shares registered in the name of the Purchaser; 6.1.13.3 a certified copy of the central securities register of the Target showing the Purchaser as the registered owner of the Shares; 6.1.13.4 all such instruments of transfer, duly executed, which in the opinion of the Purchaser acting reasonably are necessary to effect and evidence the transfer of the Shares to the Purchaser free and clear of all Encumbrances of recordEncumbrances; and 6.1.13.5 the corporate minute books and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention; (j) no legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby; If any all other books and records of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are not waived or deferred in writing by the Purchaser, the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by notice, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 of this Agreement to the PurchaserTarget.

Purchaser’s Conditions Precedent. 5.1.1 The rights, duties and obligations of the Purchaser under this Agreement are also subject to the following conditions precedent (for the “Purchaser’s Conditions Precedent”) being exclusive benefit of the Purchaser to be fulfilled in all material aspects in the reasonable opinion of the Purchaser or to be waived by the satisfaction ofPurchaser as soon as possible after the Execution Date; however, or waived in writing byunless specifically indicated as otherwise, not later than the PurchaserSubject Removal Date: (a) the representations Vendors and warranties the Company shall have complied with all warranties, representations, covenants and agreements herein agreed to be performed or caused to be performed by the Vendors and the Company on or before the part of the Seller contained in this Agreement shall be true and accurate on and as of the Delivery Date as if made and repeated on and as of the Delivery Date with reference to the facts and circumstances existing as of the Delivery Closing Date; (b) the Vendors and the Company will have obtained all authorizations, approvals or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all Regulatory Authorities from whom any such authorization, approval or other action is required to be obtained or to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by the Vendors and the Company who will be in compliance with, and have not committed any breach of, any securities laws, regulations or policies of any Regulatory Authority to which the Vendors or the Company may be subject; (c) all matters which, in the opinion of counsel for the Purchaser, are material in connection with the transactions contemplated by this Agreement shall be subject to the favourable opinion of such counsel, and all relevant records and information shall be supplied to such counsel for that purpose; (d) no Total Loss material loss or destruction of or damage to the Company, any of the Aircraft Company's Assets, any of the Company's Business or the Purchased Shares shall have occurred; (ce) no action or proceeding at law or in equity shall be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit: (i) the Transaction Documents shall have been executed and delivered purchase or transfer of any of the Purchased Shares contemplated by this Agreement or the parties thereto (other than right of the Purchaser);Vendors to dispose of any of the Purchased Shares; or (dii) [Intentionally left blank]; (e) evidence the right of the issue of each approvalCompany to conduct its operations and carry on, license in the normal course, its Company's Business and consent which may be required operations as it has carried on in connection with the performance by the Seller of all its obligations under the Transaction Documentspast; (f) the Seller shall have made delivery to the Aircraft available for Delivery at Purchaser by the Delivery Location Vendors and the Company, on a confidential basis, of all Business Documentation and including, without limitation, the Delivery Date,following documentation and information: (i) a copy of all material contracts, agreements, reports and information of any nature respecting the Company, its assets and the Company's Business; and (ii) details of any lawsuits, claims or potential claims relating to either the Company, its assets, the Company's Business or the Purchased Shares of which either of the Vendors or the Company is aware and the Purchaser is unaware; (g) on the Delivery Date Vendors and the Aircraft shall be in construction configuration and conform in all material respects Company will, for a period of at least five business days prior to the Delivery Conditions except Closing Date, during normal business hours: (i) make available for inspection by the counsels, auditors and representatives of the Purchaser, at such location as otherwise set forth is appropriate, all of the Company's books, records, contracts, documents, correspondence and other written materials, and afford such persons every reasonable opportunity to make copies thereof and take extracts therefrom at the sole cost of the Purchaser; provided such persons do not unduly interfere in writing the operations of the Company; (ii) authorize and permit such persons at the risk and the sole cost of the Purchaser, and only if such persons do not unduly interfere in accordance with Clause 3.4the operations of the Company, to attend at all of its places of business and operations to observe the conduct of its business and operations, inspect its properties and assets and make physical counts of its inventories, shipments and deliveries; and (iii) require the Company's management personnel to respond to all reasonable inquiries concerning the Company's Business and assets or the conduct of its business relating to its liabilities and obligations; (h) the Aircraft has been duly certified delivery to the Purchaser by the FAA Company and the Vendors of an opinion of the counsel for the Company, in a form satisfactory to the Purchaser's counsel, dated as at the date of delivery, to type and has a current, valid FAA airworthiness certificate;the effect that: (i) at the time Company is a corporation duly incorporated under the laws of Deliveryits jurisdiction of incorporation, Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, special FAA counsel to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to the effect that (i) the FAA Xxxx of Sale validly existing and FAA Application for Registration is in good standing with respect to all statutory filings required by the Aircraft have been duly filed with the FAA; applicable corporate laws; (ii) the Company has the power, authority and capacity to own and use all of its assets and to carry on its Company's Business as presently conducted by it; (iii) the Company, as the legal title to and beneficial owner of all of its assets, holds all of the Aircraft is vested in Purchaser, assets free and clear of all Encumbrances liens, charges and claims of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Conventionothers; (jiv) no legal or governmental actionthe number of authorized and issued shares in the share capital of the Company are as warranted by the Vendors and the Company, suit or proceeding shall and all of such issued shares are duly authorized, validly issued and outstanding as fully paid and non-assessable; (v) all necessary steps and corporate proceedings have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed taken by the Vendors and the Company to permit the Purchased Shares to be issued by duly and validly transferred to and registered in the name of the Purchaser as at the Closing Date; (vi) based on actual knowledge and belief, such counsel knows of no claims, judgments, actions, suits, litigation, proceedings or investigations, actual, pending or threatened, against either the Vendors or the Company which might materially affect either the Company, its assets or the Company's Business or which could result in any courtmaterial liability to either of the Company, administrative agency its assets or tribunal the Company's Business; and (vii) as to set asideall other legal matters of a like nature pertaining to the Vendors, restrainthe Company, enjoin or prevent its assets, the consummation of this Agreement, any Transaction Document or Company's Business and to the transactions contemplated hereby as the Purchaser or therebythe Purchaser's counsel may reasonably require; If any and (i) the completion by the Purchaser and by the Purchaser's professional advisors of a thorough due diligence and operations review of both the Company's Business and the operations of the Company together with the transferability of the Purchased Shares as contemplated by this Agreement, to the sole and absolute satisfaction of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are not waived or deferred in writing by the Purchaser, the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by notice, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 of this Agreement to the Purchaser.

Purchaser’s Conditions Precedent. 5.1.1 (a) The obligations obligation of the Purchaser under this Agreement are to complete the transactions contemplated herein shall be subject to the satisfaction of or compliance with, at or before the Closing Time, each of the following conditions precedent (which are for the “Purchaser’s Conditions Precedent”) being fulfilled to the satisfaction of, or waived in writing by, exclusive benefit of the Purchaser: (ai) the representations and warranties on the part of each of the Seller contained Parent and the Vendors set forth in this Agreement Article 4 shall be true and accurate on correct in all material respects at the Closing Time with the same force and effect as if made at and as of such time (except to the Delivery Date as if made extent such representations and repeated on and warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and the Delivery Date Purchaser shall have received a certificate of the Parent and each Vendor confirming the same signed by a duly authorized officer without personal liability; (ii) the Parent and each Vendor shall have performed or complied in all material respects with reference all of the terms, covenants and conditions of this Agreement to be performed or complied with by them at or prior to the facts Closing Time and circumstances existing as the Purchaser shall have received a certificate of the Delivery DateParent and each Vendor confirming the same signed by a duly authorized officer without personal liability; (iii) from the date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, would reasonably be expected to result in a Material Adverse Effect and the Purchaser shall have received a certificate of the Parent and each Vendor confirming the same signed by a duly authorized officer without personal liability; (iv) the Approvals shall have been obtained; (v) there shall not be in effect any applicable domestic or foreign federal, national, state, provincial or local Law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, made, issued, adopted, promulgated or applied by a Governmental Entity that makes the consummation of the purchase and sale of the Purchased Shares illegal or otherwise prohibits or enjoins any Party from consummating the purchase and sale of the Purchased Shares; (vi) at the Closing Time, the Purchased Shares shall represent at least 56.5% of the issued and outstanding MIC Shares and the Purchaser shall have received a certificate of the Parent and each Vendor confirming the same signed by a duly authorized officer without personal liability; and (vii) the Closing shall include both the GFIH Shares and the GMIC Shares. (b) no Total Loss In case any term or covenant of any of the Aircraft Parent or the Vendors or condition to be performed or complied with for the benefit of the Purchaser at or prior to the Closing Time shall have occurred; (c) the Transaction Documents shall not have been executed and delivered by the parties thereto (other than the Purchaser); (d) [Intentionally left blank]; (e) evidence of the issue of each approval, license and consent which may be required in connection performed or complied with the performance by the Seller of all its obligations under the Transaction Documents; (f) the Seller shall have made the Aircraft available for Delivery at the Delivery Location on the Delivery Date, (g) on the Delivery Date the Aircraft shall be in construction configuration and conform in all material respects or prior to the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4; (h) the Aircraft has been duly certified by the FAA as to type and has a current, valid FAA airworthiness certificate; (i) at the time of Delivery, Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, special FAA counsel to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to the effect that (i) the FAA Xxxx of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAA; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry Closing Time in accordance with the Cape Town Convention; (j) no legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation terms of this Agreement, the Purchaser may, without limiting any Transaction Document other right that the Purchaser may have, waive compliance with any such term, covenant or condition in whole or in part without prejudice to any of its rights in the event of non-performance of the Parent or the transactions contemplated hereby or thereby; If any Vendors of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are not waived or deferred in writing by the Purchaser, the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by notice, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 of this Agreement to the Purchaserterm, covenant or condition in whole or in part.

Purchaser’s Conditions Precedent. 5.1.1 The obligations of the Purchaser under this Agreement are to complete the acquisition of the Assets pursuant hereto is subject to the following conditions precedent (the “Purchaser’s Conditions Precedent”) being fulfilled to the satisfaction of, or waived in writing by, the Purchaserprior to or at Closing: (a) the all Consents listed on Schedule "H" shall have been obtained; (b) all representations and warranties on the part of the Seller contained in clause 7 of this Agreement that are not qualified by materiality shall be true and accurate on and in all material respects as of the Delivery Closing Date (except for any such warranties and representations that speak as if made of an earlier date, in which case they shall be true and repeated on accurate in all material respects as of such date), and all representations and warranties contained in clause 7 of this Agreement that are qualified by materiality shall be true and accurate in all respects as of the Delivery Closing Date with reference (except for any such warranties and representations that speak as of an earlier date, in which case they shall be true and accurate in all respects as of such date), and the Vendors shall have performed and satisfied in all material respects all agreements required by this Agreement to be performed and satisfied by the Vendors at or prior to the facts and circumstances existing as of the Delivery Date; (b) no Total Loss of the Aircraft shall have occurredClosing; (c) the Transaction Documents Purchaser shall have been executed and delivered by obtained all permits, licenses or other governmental authorizations required for the parties thereto (other than Purchaser to possess, own or operate the Purchaser)Assets; (d) [Intentionally left blank];the Purchaser, acting reasonably, shall be satisfied that Pluspetrol is contractually or legally obligated to the Vendors to pay all customs duties, value added taxes and similar payments (as and when such payments become due and payable) required by the Peruvian National Tax Authority (SUNAT) or any Governmental Authority, pursuant to applicable Legal Requirements, to be paid to effect the permanent importation and timely nationalization of the Rig; and (e) evidence of the issue of each approval, license and consent which may be required in connection with the performance by the Seller of all its obligations under the Transaction Documents; (f) the Seller shall have made the Aircraft available for Delivery at the Delivery Location on the Delivery Date, (g) on the Delivery Date the Aircraft shall be in construction configuration and conform in all material respects to the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4; (h) the Aircraft has been duly certified by the FAA as to type and has a current, valid FAA airworthiness certificate; (i) at the time of Delivery, Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, special FAA counsel to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to the effect that (i) the FAA Xxxx of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAA; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention; (j) no legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby; If any of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are not waived or deferred in writing by the Purchaser, the Purchaser shall be entitled furnished with the items which the Vendors are to deliver at any time thereafter Closing pursuant to terminate its obligation to purchase clause 6(a). The foregoing conditions shall be for the Aircraft from the Seller by notice, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation exclusive benefit of the Seller to return Purchaser and may be waived by the Initial Payment and any other of the payments received pursuant to Clause 2.4 of this Agreement to the PurchaserPurchaser in writing in whole or in part.

Purchaser’s Conditions Precedent. 5.1.1 The obligations Purchaser’s obligation to complete the transactions contemplated by this Agreement is subject to satisfaction of the following conditions, each of which is for the sole benefit of the Purchaser under this Agreement are subject and may be waived by the Purchaser giving notice in writing to the following conditions precedent (Vendors of such waiver at or before the “Purchaser’s Conditions Precedent”) being fulfilled to the time provided for satisfaction of, or waived in writing by, the Purchaserthereof: (a) the representations and warranties on or before 5:00 p.m. (Vancouver time) on the part date that is fifty (50) days following the date of execution of this Agreement by both parties (or if such 50th day is not a Business Day, then on the next following Business Day), the Purchaser shall have: (i) obtained a term sheet for the financing of the Seller contained Purchased Assets on terms and conditions acceptable to the Purchaser in its sole discretion provided that, in the event the Purchaser removes this Agreement condition, the Purchaser shall be true and accurate on and as provide the Vendors with a summary containing the particulars of the Delivery Date terms and conditions of such term sheet as if made confirmation that an acceptable term sheet has been received by the Purchaser; (ii) reached agreement with QLT in writing on the form of QLT Lease in accordance with Section 4.6; (iii) reviewed and repeated approved the Included Chattels; (iv) reached agreement with the Vendors in writing on and as of the Delivery Date price allocation for the Purchased Assets in accordance with reference Section 2.4; and (v) obtained from its solicitors a report satisfactory to the facts Purchaser as to the title to the Lot F Property and circumstances existing as of the Delivery DateLot 1 Property; (b) no Total Loss on or before 5:00 p.m. (Vancouver time) on the date that is seventy-six (76) days following the date of execution of this Agreement by both parties (or if such 76th day is not a Business Day, then on the Aircraft next following Business Day), the Purchaser shall have occurred;have: (i) obtained financing for the Purchased Assets on terms and conditions acceptable to the Purchaser in its sole discretion; and (ii) conducted all physical, economic, environmental and other investigations, inquiries of third parties and such other tests and studies as the Purchaser may elect to conduct with respect to the Building, the Lot F Property and the Lot 1 Property, such investigations, inquiries, tests and studies to be conducted at the Purchaser’s sole cost and expense and to be satisfactory to the Purchaser; and (c) at least one (1) Business Day before the Transaction Documents shall have been executed and delivered by the parties thereto (other than the Purchaser); (d) [Intentionally left blank]; (e) evidence of the issue of each approval, license and consent which may be required in connection with the performance by the Seller of all its obligations under the Transaction Documents; (f) the Seller shall have made the Aircraft available for Delivery at the Delivery Location on the Delivery Closing Date, (g) on the Delivery Date the Aircraft shall be in construction configuration and conform in all material respects to the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4; (h) the Aircraft has been duly certified by the FAA as to type and has a current, valid FAA airworthiness certificate;: (i) at the time of Delivery, Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, special FAA counsel to Purchaser, Commissioner shall have confirmed that such counsel is forthwith furnishing Purchaser issued an opinion addressed to Purchaser to advance ruling certificate under Section 102 of the effect that (i) Competition Act in respect of the FAA Xxxx sale and purchase of Sale the Purchased Assets and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAAother transactions contemplated by this Agreement; or (ii) legal title the applicable waiting period related to the Aircraft is vested in Purchaser, free and clear pre-merger notification under Part IX of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention; (j) no legal or governmental action, suit or proceeding Competition Act shall have been instituted expired and the Commissioner shall have provided written confirmation that he/she does not intend to oppose, or threatened before any courtmake an application under Part VIII of the Competition Act in respect of, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed such transactions. The Purchaser agrees to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent Provide the consummation of this Agreement, any Transaction Document or Vendors and their agents with a weekly update on its progress in satisfying the transactions contemplated hereby or thereby; above conditions. If any of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are not conditions set out above in this Section is neither satisfied nor waived or deferred in writing by the PurchaserPurchaser at or before the time provided above for satisfaction thereof, then, unless the Vendors and the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase otherwise agree in writing, neither the Aircraft from Vendors nor the Seller by notice, whereupon neither party Purchaser shall have any further obligation or liability hereunderto complete the transactions contemplated by this Agreement, and the Deposit and interest thereon shall be returned to the Purchaser in accordance with Section 2.3(b), without prejudice to any other than the obligation rights of the Seller to return the Initial Payment and any other of the payments received parties under or pursuant to Clause 2.4 of this Agreement to the PurchaserAgreement.

Purchaser’s Conditions Precedent. 5.1.1 The obligations obligation of the Purchaser under this Agreement are to complete the Purchase is subject to the satisfaction of each of the following conditions precedent (the “Purchaser’s Conditions Precedent”) being fulfilled to the satisfaction of, or waived in writing by, the Purchaserprecedent: (a) each of the representations and warranties on the part of the Seller Company contained in this Agreement shall be true and accurate correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Delivery Date as if Closing Date, except to the extent that any such representation or warranty is made and repeated on and as of the Delivery Date with reference to the facts a specified date, in which case such representation or warranty need only be true and circumstances existing correct as of the Delivery Datesuch date; (b) no Total Loss of the Aircraft Company shall have occurredduly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by it at or before the Closing; (c) the Transaction Documents no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have been executed enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and delivered restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by the parties thereto (other than the Purchaser)this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; (d) [Intentionally left blank]Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, U.S. counsel to the Company and Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx (Europe) LLP, French counsel to the Company, shall have furnished to the Purchaser opinions in the form attached as Exhibits D-1 and D-2 to the Purchaser and addressed to the Purchaser; (e) evidence the Chief Executive Officer and Chief Financial Officer of the issue Company shall have delivered to the Purchaser a certificate, dated as of each approvalthe Closing Date, license certifying to their knowledge, after reasonable inquiry, as to the matters set forth in paragraphs (a) and consent which may be required in connection with the performance by the Seller (b) of all its obligations under the Transaction Documents;this Section 6.1; and (f) the Seller Company shall have made the Aircraft available for Delivery at the Delivery Location on the Delivery Date, (g) on the Delivery Date the Aircraft shall be in construction configuration executed and conform in all material respects delivered to the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4; (h) the Aircraft has been duly certified by the FAA as to type and has a current, valid FAA airworthiness certificate; (i) at the time of Delivery, Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, special FAA counsel to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to the effect that (i) the FAA Xxxx of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAA; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention; (j) no legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby; If any each of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are not waived or deferred in writing by the Purchaser, the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by notice, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 of this Agreement to the PurchaserTransaction Documents.

Purchaser’s Conditions Precedent. 5.1.1 The rights, duties and obligations of the Purchaser under this Agreement are also subject to the following conditions precedent (for the “Purchaser’s Conditions Precedent”) being exclusive benefit of the Purchaser to be fulfilled in all material aspects in the reasonable opinion of the Purchaser or to be waived by the satisfaction ofPurchaser as soon as possible after the Effective Date; however, or waived in writing byunless specifically indicated as otherwise, not later than the PurchaserSubject Removal Date: (a) the representations Vendor shall have complied with all warranties, representations, covenants and warranties agreements herein agreed to be performed or caused to be performed by the Vendor on or before the part of the Seller contained in this Agreement shall be true and accurate on and as of the Delivery Date as if made and repeated on and as of the Delivery Date with reference to the facts and circumstances existing as of the Delivery Closing Date; (b) no Total Loss the Vendor will have obtained all authorizations, approvals or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all regulatory authorities from whom any such authorization, approval or other action is required to be obtained or to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by the Vendor who will be in compliance with, and have not committed any breach of, any securities laws, regulations or policies of any regulatory authority to which the Aircraft shall have occurredVendor may be subject; (c) all matters which, in the Transaction Documents shall have been executed and delivered by the parties thereto (other than opinion of counsel for the Purchaser);, are material in connection with the transactions contemplated by this Agreement shall be subject to the favourable opinion of such counsel, and all relevant records and information shall be supplied to such counsel for that purpose; -- Property Acquisition Agreement -- -- Uranium Energy Corp. -- (d) [Intentionally left blank]no action or proceeding at law or in equity shall be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit: (i) the purchase or transfer of any of the mineral property interests comprising the Property as contemplated by this Agreement or the right of the Vendor to dispose of any of the mineral property interests comprising the Property; or (ii) the right of the Vendor to conduct its operations and carry on, in the normal course, its business and operations as it has carried on in the past; (e) evidence of the issue of each approval, license and consent which may be required in connection with delivery to the performance Purchaser by the Seller Vendor, on a confidential basis, of any and all documentation and information respecting the mineral property interests comprising the Property, the Underlying Property Agreements and the Settlement Agreement (collectively, the “Property Documentation”) and including, without limitation, the following documentation and information: (i) a copy of all its obligations under material contracts, agreements, reports and information of any nature respecting the Transaction Documents;mineral property interests comprising the Property, the Underlying Property Agreements and the Settlement Agreement; and (ii) details of any lawsuits, claims or potential claims relating to either the mineral property interests comprising the Property, the Underlying Property Agreements and the Settlement Agreement of which the Vendor is aware and the Purchaser is unaware; and (f) the Seller shall have made the Aircraft available for Delivery at the Delivery Location on the Delivery Date, (g) on the Delivery Date the Aircraft shall be in construction configuration and conform in all material respects to the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4; (h) the Aircraft has been duly certified completion by the FAA as to type Purchaser and has by the Purchaser’s professional advisors of a current, valid FAA airworthiness certificate; (i) at thorough due diligence and operations review of the time of Delivery, Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, special FAA counsel to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to mineral property interests comprising the effect that (i) the FAA Xxxx of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed Property together with the FAA; (ii) legal title to transferability of the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) mineral property interests comprising the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention; (j) no legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued Property as contemplated by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement, any Transaction Document or to the transactions contemplated hereby or thereby; If any sole and absolute satisfaction of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are not waived or deferred in writing by the Purchaser, the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by notice, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 of this Agreement to the Purchaser.

Purchaser’s Conditions Precedent. 5.1.1 The obligations of following shall be conditions precedent to Purchaser’s obligation to consummate the Purchaser under this Agreement are subject purchase and sale transaction contemplated herein with respect to the following conditions precedent Property (collectively, the “Purchaser’s Conditions Precedent”): (i) The Title Company shall stand ready to issue at the Closing an ALTA standard coverage owner’s policy of title insurance with liability in the full amount of the Purchase Price, subject only to the Permitted Exceptions, together with such endorsements as were requested by Purchaser and Title Company irrevocably committed, prior to the expiration of the Due Diligence Period, to issue to Purchaser at Closing (the “Title Policy”), insuring Purchaser’s interest in the Property, dated as of the day of the Closing. (ii) There shall exist no material breach of (A) any of Seller’s representations and warranties set forth in Section 6, or (B) any other material obligation of Seller hereunder as of the Closing, in either case not cured in accordance with the provisions of Section 19(a). (iii) Seller shall have delivered to the Escrow Company the items described in Section 13. (iv) Purchaser shall have received, prior to the Closing, estoppel certificates (collectively, “Tenant Estoppel Certificates”), in the form customarily issued by the Tenant and/or the form set forth in their respective Leases (but if no form is set forth in a particular Lease or if the particular Lease does not otherwise dictate the contents of a Tenant Estoppel Certificate, then in the form attached hereto as Exhibit N-1) executed by each Tenant whose premises contains more than ten thousand (10,000) square feet of leasable area (collectively, the “Major Tenants”) and from remaining Tenants leasing in the aggregate not less than seventy-five percent (75%) of the remaining leasable floor area of the Property (the “Estoppel Threshold”). Tenants (other than Major Tenants) that do not execute a Tenant Estoppel Certificate, Seller shall execute a certificate in the form of Exhibit N attached hereto (the “Seller Certificate”). Purchaser may disapprove any Tenant Estoppel Certificate or Seller Certificate hereunder only if such Tenant Estoppel Certificate or Seller Certificate reflects a default by Seller or Tenant under the Lease in question, reflects information that is inconsistent with the Rent Roll in any material respect or reflects information that is not substantially consistent with the Due Diligence Materials; and any disapproval of a Tenant Estoppel Certificate or Seller Certificate shall be in writing, shall set forth with specificity the basis of such disapproval and must be received by Seller not later than three (3) Business Days after delivery of such Tenant Estoppel Certificate or Seller Certificate to Purchaser, it being fulfilled expressly agreed that any Tenant Estoppel Certificate or Seller Certificate not disapproved in accordance with the provisions of this sentence shall be deemed approved and shall be applicable to the satisfaction of, or waived in writing by, the Purchaser: (a) the representations and warranties on the part of the Seller contained in this Agreement shall be true and accurate on and as of the Delivery Date as if made and repeated on and as of the Delivery Date with reference Estoppel Threshold. With respect to the facts and circumstances existing as of the Delivery Date; (b) no Total Loss of the Aircraft shall have occurred; (c) the Transaction Documents shall have been executed and delivered by the parties thereto any Tenant (other than the Purchaser); (d) [Intentionally left blank]; (e) evidence any of the issue of each approvalMajor Tenants) that does not execute a Tenant Estoppel Certificate, license and consent which may be required in connection with the performance by the Seller of all its obligations under the Transaction Documents; (f) the Seller shall have made exercise commercially reasonable efforts to obtain Tenant Estoppel Certificates from any Tenant for whom Seller executed a Seller Certificate within ninety (90) days after the Aircraft available for Delivery at Closing and if, after the Delivery Location on the Delivery Date, Closing, Seller delivers to Purchaser a Tenant Estoppel Certificate (g) on the Delivery Date the Aircraft shall be in construction configuration and conform consistent in all material respects to with the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4; (hSeller Certificate for such Tenant) the Aircraft has been duly certified by the FAA as to type and has from a current, valid FAA airworthiness certificate; (i) Tenant for whom Seller executed a Seller Certificate at the time of DeliveryClosing, Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, special FAA counsel to Purchaser, then Seller thereafter shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to be released from the effect that (i) the FAA Xxxx of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAA; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention; (j) no legal or governmental Seller Certificate. Any action, suit or proceeding with respect to the truth, accuracy or completeness of any Seller Certificate shall have been instituted be commenced, if at all, on or threatened before the date which is twelve (12) months after the date of the Closing and, if not commenced on or before such date, the Seller Certificate thereafter shall be void and of no force or effect. If Purchaser disapproves any court, administrative agency Tenant Estoppel Certificate or tribunal, nor shall any order, judgment or decree have been issued or proposed Seller Certificate required to be issued by any court, administrative agency or tribunal delivered pursuant to set aside, restrain, enjoin or prevent the consummation terms of this AgreementSection, any Transaction Document or the transactions contemplated hereby or thereby; If any of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are not waived or deferred in writing by the Purchaser, the Purchaser then Seller shall be entitled at any time thereafter to terminate its obligation remedy the condition which caused Purchaser to purchase disapprove such Tenant Estoppel Certificate or Seller Certificate and deliver to Purchaser prior to the Aircraft from Closing an updated Tenant Estoppel Certificate or Seller Certificate in accordance with the Seller by notice, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 terms of this Agreement Section. Seller shall review each Tenant Estoppel Certificate executed by a Tenant prior to transmitting such Tenant Estoppel Certificate to Purchaser and Seller shall endeavor to remedy with the PurchaserTenant executing the Tenant Certificate any matter which would, in Seller’s reasonable business judgment, entitle Purchaser to disapprove such Tenant Estoppel Certificate in accordance with the provisions of this Section.

Purchaser’s Conditions Precedent. 5.1.1 The obligations obligation of Purchaser to complete the Purchaser under this Agreement are Purchase is subject to the satisfaction of each of the following conditions precedent (the “Purchaser’s Conditions Precedent”) being fulfilled to the satisfaction of, or waived in writing by, the Purchaserprecedent: (a) each of the representations and warranties on the part of the Seller Company contained in this Agreement shall be true and accurate correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Delivery Date as if Closing Date, except to the extent that any such representation or warranty is made and repeated on and as of the Delivery Date with reference to the facts a specified date, in which case such representation or warranty need only be true and circumstances existing correct as of the Delivery Datesuch date; (b) no Total Loss of the Aircraft Company shall have occurredduly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by it at or before the Closing; (c) the Transaction Documents no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have been executed enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and delivered restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by the parties thereto (other than the Purchaser)this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; (d) [Intentionally left blank]Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, U.S. counsel to the Company and Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx (Europe) LLP, French counsel to the Company, shall have furnished to Purchaser opinions in the form attached as Exhibits E-1 and E-2 to Purchaser and addressed to Purchaser; (e) evidence the Chief Executive Officer and Chief Financial Officer of the issue Company shall have delivered to Purchaser a certificate, dated as of each approvalthe Closing Date, license certifying to their knowledge, after reasonable inquiry, as to the matters set forth in paragraphs (a) and consent which may be required in connection with the performance by the Seller (b) of all its obligations under the Transaction Documents;this Section 6.1; and (f) the Seller Company shall have made the Aircraft available for Delivery at the Delivery Location on the Delivery Date, (g) on the Delivery Date the Aircraft shall be in construction configuration executed and conform in all material respects to the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4; (h) the Aircraft has been duly certified by the FAA as to type and has a current, valid FAA airworthiness certificate; (i) at the time of Delivery, Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, special FAA counsel to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed delivered to Purchaser to the effect that (i) the FAA Xxxx of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAA; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention; (j) no legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby; If any each of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are not waived or deferred in writing by the Purchaser, the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by notice, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 of this Agreement to the PurchaserTransaction Documents.

Purchaser’s Conditions Precedent. 5.1.1 The obligations of the Purchaser under this Agreement are subject Notwithstanding anything to the following conditions precedent (the “Purchaser’s Conditions Precedent”) being fulfilled contrary contained herein, and in addition to the satisfaction of, or waived waiver of the contingencies specified in writing byArticles III and IV of this Agreement, the obligation of Purchaser to close the transactions contemplated by this Agreement is expressly conditioned upon the fulfillment by and as of the time of the Closing of each of the conditions listed below, provided that Purchaser, at its election, evidenced by written notice delivered to Seller at or prior to the Closing, may (in its sole discretion) elect to waive any or all of such conditions: (ai) Seller shall have: (A) executed and delivered to Purchaser, or any other applicable Person, all of the documents required to be delivered by Seller at the Closing; (B) taken all other action required of Seller at the Closing; and (C) performed and observed all of the obligations and covenants of and required by Seller pursuant to this Agreement prior to or as of the Closing Date (including, without limitation, achieving Substantial Completion of the Landlord’s Work in accordance with the terms of the Lease, which the Parties hereby agree shall be verified in accordance with clause (ii) below); (ii) Seller shall have Substantially Completed Landlord’s Work. For the sake of clarity, the Parties hereby stipulate and agree that, as of the Effective Date of this Agreement, the items of Landlord’s Work described on Exhibit D attached hereto comprise all items of Landlord’s Work remaining to be completed before Substantial Completion of Landlord’s Work shall be deemed to have occurred; (iii) The Seller’s representations and warranties on the part of the Seller contained in this Agreement Article V shall be true and accurate correct, in all material respects, on and as of the Delivery Closing Date with the same force and effect as if though made and repeated on and as of the Delivery Date with reference to the facts and circumstances existing as of the Delivery Date; (b) no Total Loss of the Aircraft shall have occurred; (c) the Transaction Documents shall have been executed and delivered by the parties thereto (other than the Purchaser); (d) [Intentionally left blank]; (e) evidence of the issue of each approval, license and consent which may be required in connection with the performance by the Seller of all its obligations under the Transaction Documents; (f) the Seller shall have made the Aircraft available for Delivery at the Delivery Location on the Delivery Date, (g) on the Delivery Date the Aircraft shall be in construction configuration and conform in all material respects to the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4; (h) the Aircraft has been duly certified by the FAA as to type and has a current, valid FAA airworthiness certificate; (i) at the time of Delivery, Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, special FAA counsel to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to the effect that (i) the FAA Xxxx of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAAdate; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention; (j) no legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby; If any of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are not waived or deferred in writing by the Purchaser, the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by notice, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 of this Agreement to the Purchaser.21

Purchaser’s Conditions Precedent. 5.1.1 The At the option of Purchaser, the obligations of the Purchaser under this Agreement are subject contingent and conditional upon any one or more of the following, the failure of any of which shall, at the request of Purchaser and upon written notice to Seller, after the following conditions precedent return to Purchaser of the Xxxxxxx Money (the “which shall be Purchaser’s Conditions Precedent”) being fulfilled to sole remedy in such event), render this Agreement null and void (except for the satisfaction of, or waived in writing by, the Purchaser:Surviving Obligations): (a) During the representations and warranties period commencing on the part of Effective Date and ending at 5:00 p.m. Central (Chicago) time on the Seller contained in this Agreement shall be true and accurate on and date which is thirty (30) days after the Effective Date (which period is referred to herein as of the Delivery Date as if made and repeated on and as of the Delivery Date with reference “Due Diligence Period”), subject to the facts terms and circumstances existing as conditions of the Delivery Date; (bthis Section 9(a) no Total Loss of the Aircraft and Section 13(a), Purchaser shall have occurred; (c) the Transaction Documents shall have been executed right to verify, inspect, investigate and delivered by the parties thereto (other than review, in the Purchaser); (d) [Intentionally left blank]; (e) evidence of the issue of each approval, license and consent which may be required in connection with the performance by the Seller of all its obligations under the Transaction Documents; (f) the Seller shall have made the Aircraft available for Delivery at the Delivery Location on the Delivery Date, (g) on the Delivery Date the Aircraft shall be in construction configuration and conform in all material respects to the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4; (h) the Aircraft has been duly certified by the FAA as to type and has a current, valid FAA airworthiness certificate; ’s sole discretion: (i) at the time documentation of Deliveryany covenants, Daughertyconditions and restrictions and other exceptions of title of record, Fowler, Peregrin, Xxxxxx & Xxxxxx, special FAA counsel to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to the effect that (i) the FAA Xxxx of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAA; (ii) legal the condition of title to the Aircraft is vested in PurchaserProperty and the Survey, free and clear of all Encumbrances of record; and (iii) the transfer zoning and compliance of title the Property with governmental and municipal rules and regulations; (iv) the physical condition of the Property, (v) the Leases and Service Contracts, (vi) the environmental condition of the Property, (vii) the operating statements and books and records; and (viii) any and all other documentation or evidence relating to the Aircraft has been registered ownership, zoning, value, income, expense, operation, leasing and maintenance and repair of the Property. Notwithstanding the foregoing, Purchaser may not perform any soil testing or other invasive testing on the International Registry Property without Seller’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed if such testing is necessitated by a Phase I Environmental Report. If Purchaser determines in accordance with its sole and absolute discretion that the Cape Town Convention; (j) no legal or governmental actionProperty is not acceptable for its purposes, suit or proceeding shall have been instituted or threatened Purchaser may terminate this Agreement by notifying Seller in writing before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby; If any expiration of the Purchaser’s Conditions Precedent remain outstanding on Due Diligence Period, in which event the Termination Date and are not waived or deferred in writing by the Xxxxxxx Money shall be returned to Purchaser, the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by notice, whereupon and neither party shall have any further obligation continuing rights or liability hereunder, obligations under this Agreement (other than the obligation Surviving Obligations). Purchaser’s failure to terminate this Agreement within the Due Diligence Period shall be deemed a waiver by Purchaser of its right to terminate this Agreement pursuant to this Section 9(a). (b) Seller shall have duly performed, in all material respects, each and every covenant and agreement to be performed by Seller pursuant to this Agreement, and Seller’s representations, warranties and covenants shall be true and correct in all material respects as of the Seller Closing Date. (c) The Title Insurer shall be prepared to return issue an ALTA 2006 Owner’s Title Insurance Policy (or marked commitment therefor) with all standard printed exceptions deleted, as well as any extended coverage and such endorsements as may be requested by Purchaser, insuring good and indefeasible fee simple title to the Initial Payment and any other Premises in Purchaser in the amount of the payments received pursuant to Clause 2.4 of this Agreement Purchase Price subject only to the PurchaserPermitted Exceptions.