Common use of Purchaser’s Representations and Warranties Clause in Contracts

Purchaser’s Representations and Warranties. Purchaser hereby represents and warrants that, as of the date hereof, and as of the Closing: 5.2.1 Purchaser is a duly formed limited liability company, validly existing, and in good standing, having the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions of this Agreement; 5.2.2 The execution, delivery, and performance by Purchaser of this Agreement, and the acquisition of the Aircraft, has been duly authorized by all necessary action on behalf of Purchaser and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Purchaser is a party; 5.2.3 The person executing this Agreement on behalf of Purchaser has full power and authority to do so; 5.2.4 This Agreement constitutes the legal, valid and binding obligations of Purchaser and is enforceable against Purchaser in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; 5.2.5 Purchaser has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Seller or a lien on the Aircraft nor does Purchaser have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Seller; 5.2.6 Neither Purchaser nor any of its employees (or any assignee as defined in Article 8.7 hereof) is listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Purchaser (or its assignee) or to the purpose for which Purchaser (or its assignee) will use the Aircraft; and 5.2.7 No portion of the Purchase Price is derived from Anti-Money Laundering Laws, meaning those laws, regulations and sanctions, state and federal, criminal and civil, that (a) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (b) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United States; (c) require identification and documentation of the parties with whom a financial institution conducts business; or (d) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the Patriot Act, the Bank Secrecy Act, the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seq., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.

Purchaser’s Representations and Warranties. Purchaser hereby represents and warrants to Seller that, as of the date hereof, and as of the Closing: 5.2.1 (i) Purchaser is a duly formed limited liability companyorganized, validly existing, existing and in good standingstanding under the laws of its jurisdiction of formation. (ii) Purchaser has full right, having the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, execute and deliver this Agreement and to executeconsummate the purchase and sale transactions provided for herein without obtaining any further consents or approvals from, deliver and perform or the provisions taking of this Agreement; 5.2.2 any other actions with respect to, any third parties. The execution, delivery, delivery and performance by Purchaser of this Agreement, and the acquisition consummation by Purchaser of the Aircrafttransactions contemplated hereby, has have been duly and validly authorized by all necessary action on behalf the part of Purchaser Purchaser. This Agreement, when executed and do not conflict with or result in any breach of any of delivered by Seller and Purchaser, will constitute the terms or constitute a default under any document, instrument, or agreement to which Purchaser is a party; 5.2.3 The person executing this Agreement on behalf of Purchaser has full power and authority to do so; 5.2.4 This Agreement constitutes the legal, valid and binding obligations agreement of Purchaser and is Purchaser, enforceable against Purchaser in accordance with its terms subject to applicable bankruptcyprinciples of bankruptcy and general equitable principles. (iii) There are no actions, insolvencysuits, fraudulent conveyanceclaims, reorganizationassessments, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdictionor proceedings pending or, sitting at law or in equity; 5.2.5 Purchaser has not entered into any agreement for commissionsto Purchaser’s knowledge, brokerage fees or similar fees to be paid upon transfer of the Aircraft threatened that would become the obligation of Seller or a lien on the Aircraft nor does reasonably be expected to materially and adversely affect Purchaser’s ability to perform hereunder. (iv) Neither Purchaser have any agreement or arrangement to pay any consideration whatsoever, directly or indirectlynor, to any employee, agent or independent contractor of Seller; 5.2.6 Neither Purchaser nor Purchaser’s knowledge (A) any of its employees affiliates, partners, members, shareholders or other equity owners, nor (B) any of their respective employees, officers, directors, representatives or any assignee as defined in Article 8.7 hereof) is listed by agents is, nor will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of OFAC of the United States Department of the Treasury (including those named on the Specifically OFAC’s Specially Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Purchaser (or its assignee) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to the purpose for which Purchaser (Commit, or its assignee) Support Terrorism), or other governmental action, and none of them is engaged or will use the Aircraft; and 5.2.7 No portion of the Purchase Price is derived from Anti-Money Laundering Laws, meaning those laws, regulations and sanctions, state and federal, criminal and civil, that (a) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (b) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise become engaged in activities contrary to the interests of the United States; (c) require identification and documentation of the parties any dealings or transactions or be otherwise associated with whom a financial institution conducts business; such persons or (d) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the Patriot Act, the Bank Secrecy Act, the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seqentities., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.

Purchaser’s Representations and Warranties. 5.1 In order to induce the Vendor to enter into and consummate this Agreement, the Purchaser hereby represents and warrants thatin favour of the Vendor, as of the date hereof, and as of the Closingfollows: 5.2.1 (a) the Purchaser is a corporation duly formed limited liability company, validly existing, incorporated under the laws of Nevada and in good standing, having is a valid and subsisting corporation under the capacity to sue and be sued in its own name, having full laws of Nevada; (b) the Purchaser has the requisite power, legal right capacity and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions of this Agreement; 5.2.2 The execution, delivery, and performance by Purchaser of this Agreement, and the acquisition of the Aircraft, has been duly authorized by all necessary action on behalf of Purchaser and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Purchaser is a party; 5.2.3 The person executing enter into this Agreement on behalf the terms and conditions herein set forth, and all necessary corporate action has been taken by the Purchaser to authorize the execution, delivery and performance of Purchaser has full power this Agreement and authority to do sothe transaction contemplated herein; 5.2.4 This (c) this Agreement constitutes and all documents required hereunder, when executed and delivered by the legal, Purchaser and when duly and properly executed and delivered by the Vendor will be valid and binding obligations of Purchaser agreements and is obligations, enforceable against the Purchaser in accordance with its terms their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and similar other laws relating to or affecting the enforceability of contractual obligations and creditors’ ' rights generally and by the application subject to general principles of equitable principles by courts of competent jurisdiction, sitting at law or in equity; 5.2.5 (d) there is no suit, action, litigation, arbitration proceeding or governmental proceeding, including appeals and application for review, in progress, pending or, as far as the Purchaser is aware threatened, against or relating to the Purchaser or affecting the properties or business of the Purchaser which if determined adversely to the Purchaser might materially and adversely affect the properties, business, future prospects or financial condition of the Purchaser, or the right of the Purchaser to use, produce or sell its property and assets in whole or in part. There is not presently outstanding against the Purchaser any judgment, decree, injunction, rule or order of any court, governmental department, commission, agency or arbitrator. (e) the entering into by the Purchaser of this Agreement and the completion of the transaction contemplated herein will not be in violation of: (i) the constating documents and by-laws of the Purchaser; (ii) any agreement to which the Purchaser is a party and will not give any person or company any right to terminate or cancel any agreement or any right enjoyed by the Purchaser because of such agreement, and will not result in the acceleration, creation or imposition of any obligation, lien, encumbrance or restriction of any nature whatsoever in favour of a third party upon or against the Purchaser or the assets of the Purchaser; or (iii) any statute, regulation, rule, by-law, order, judgment, or decree by which the Purchaser is bound; and (f) the Purchaser has not entered into incurred any agreement obligation or liability, contingent or otherwise, for commissions, brokerage broker's or finder's fees or similar fees to be paid upon transfer in respect of the Aircraft that would become the obligation of Seller or a lien on the Aircraft nor does Purchaser have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Seller; 5.2.6 Neither Purchaser nor any of its employees (or any assignee as defined in Article 8.7 hereof) is listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions transaction contemplated by this Agreement related to the identity, citizenship, location or business of Purchaser (or its assignee) or to the purpose for which Purchaser (or its assignee) will use the Aircraft; and 5.2.7 No portion of the Purchase Price is derived from Anti-Money Laundering Laws, meaning those laws, regulations and sanctions, state and federal, criminal and civil, that (a) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (b) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United States; (c) require identification and documentation of the parties with whom a financial institution conducts business; or (d) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the Patriot Act, the Bank Secrecy Act, the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seq., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.Agreement

Purchaser’s Representations and Warranties. Purchaser hereby represents and warrants that, as of the date hereof, and as of the Closingfollows: 5.2.1 4.2.1 Purchaser is a corporation duly formed limited liability companyformed, validly existing, and in good standingstanding under the laws of its state of organization or formation, having the capacity to sue xxx and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions of this Agreement; 5.2.2 4.2.2 The execution, deliveryparticipation in the Auction, and performance by Purchaser of this Agreement, pursuant to the Auction and these Terms and Conditions and the acquisition of the Aircraft, Aircraft has been duly authorized by all necessary action on behalf of Purchaser and do does not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Purchaser is a party; 5.2.3 4.2.3 The person executing this Agreement participating in the Auction on behalf of Purchaser has full power and authority to do so; 5.2.4 This Agreement constitutes 4.2.4 These Terms and Conditions constitute the legal, valid and binding obligations of Purchaser and is enforceable against Purchaser in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, jurisdiction sitting at law or in equity; 5.2.5 4.2.5 Purchaser has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer is in compliance with all applicable laws and all other requirements of the Aircraft that would become the obligation of Seller or a lien on the Aircraft nor does Purchaser have any agreement or arrangement to pay any consideration whatsoeverTerms and Conditions, directly or indirectlyand has obtained all necessary licenses, to any employeepermits consents, agent or independent contractor of Seller;approvals and authorizations. 5.2.6 Neither Purchaser nor any of its employees (or any assignee as defined in Article 8.7 hereof) is listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Purchaser (or its assignee) or to the purpose for which Purchaser (or its assignee) will use the Aircraft; and 5.2.7 4.2.6 No portion of the Purchase Price paid to Seller is derived from activities regulated or prohibited by Anti-Money Laundering Laws, meaning those laws, regulations and sanctions, state and federal, criminal and civil, that (a) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (b) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United StatesStates or the European Union; (c) require identification and documentation of the parties with whom a financial institution Financial Institution conducts business; or (d) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the Patriot Act, the Bank Secrecy Act, the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seq., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.

Purchaser’s Representations and Warranties. 1) The Purchaser hereby represents and warrants thatto the Seller the following: a) The Purchaser has means available to pay the Purchase Price and any expenses accumulated by the Purchaser in connection with this Agreement and the Purchaser has not incurred any obligation, as commitment, restriction, or liability of any kind, absolute or contingent, present or future, which would adversely affect its ability to perform its obligations under this Agreement. b) The Purchaser has such knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of an acquisition of the date hereofAssets. The Purchaser has been given the opportunity to examine all documents provided by, conduct due diligence and ask questions of, and as to receive answers from, the Seller and its respective representatives concerning the terms and conditions of the Closing:sale of the Purchased Assets. 5.2.1 c) The Purchaser is obtaining funding from an accredited lender/institution/investor and doing so in compliance with requirements under all applicable State and Federal Laws. d) The Purchaser has not committed any act or, to the best of Purchaser's knowledge, omission that would give rise to any valid claim relating to a commission, finder's fee, or other similar payment. e) The Purchaser is a duly formed limited liability companyresident of the United States for the purposes of the Internal Revenue Code. f) Immediately after giving effect to the transactions contemplated hereby, validly existing, the Purchaser shall be solvent and in good standing, having shall: i. be able to pay their debts as they become due; ii. own property that has a fair saleable value greater than the capacity amounts required to sue and be sued in its own name, having full power, legal right and authority pay their debts (including a reasonable estimate of the amount of all contingent liabilities); and iii. have adequate capital to carry on its business as currently conducted, and to execute, deliver and perform the provisions of this Agreement;their businesses. 5.2.2 The execution, delivery, and performance by Purchaser of this Agreement, and the acquisition of the Aircraft, g) This Agreement has been duly authorized executed by all necessary action on behalf of the Purchaser and do not conflict with or result in any breach of any constitutes a legal and binding obligation of the terms or constitute a default under any documentPurchaser, instrument, or agreement to which Purchaser is a party; 5.2.3 The person executing this Agreement on behalf of Purchaser has full power and authority to do so; 5.2.4 This Agreement constitutes the legal, valid and binding obligations of Purchaser and is enforceable against Purchaser in accordance with its terms subject to applicable bankruptcyterms, except as enforcement may be limited by bankruptcy and insolvency, fraudulent conveyance, reorganization, moratorium and similar by other laws affecting the enforceability rights of contractual obligations and creditors’ rights generally creditors generally, and by the application of equitable principles remedies granted by courts a court of competent jurisdiction. h) The Purchaser has all necessary power, sitting authority, and capacity to execute and deliver this Agreement and to carry out the Purchaser's obligations hereunder. All actions on the part of the Purchaser required for the lawful execution and delivery of this Agreement and the performance of the Purchaser's obligations hereunder, have been or will be effectively taken prior to the Closing. Upon its execution and delivery, this Agreement will be the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. i) The Purchaser has no knowledge that any representation or warranty given by the Seller in this Agreement is inaccurate or false. j) The representations and warranties given in this Agreement are the only representations and warranties; the Purchaser has given no other representation or warranty, either express or implied, to the Seller. k) The Purchaser warrants to the Seller that each of the representations and warranties made by the Purchaser is accurate and not misleading at law the date of Closing. The Purchaser acknowledges that the Seller is entering into this Agreement in reliance on each warranty and representation. l) The execution and delivery of this Agreement and the performance by the Purchaser of the Purchaser's obligations hereunder will not violate any statute, rule, regulation order or restriction of any domestic or foreign government or any instrumentality or agency thereof. No government orders, permissions, consents, approvals, or authorizations are required to be obtained and no registrations or declarations are required to be filed in equity; 5.2.5 connection with the execution and delivery of this Agreement and the sale of the Purchased Assets as contemplated in this Agreement. Purchaser has complied with all laws, rules, and regulations of all state, federal, and local governments and the Purchaser has not entered into received any agreement notice from any government or authority of any violation of any laws. m) Purchaser has had every opportunity to conduct Due Diligence and investigate the books, records and financial information and has verified such Due Diligence to Purchaser's satisfaction. Purchaser has had every opportunity to engage legal and tax counsel concerning the transaction and Purchaser is engaging in the transaction voluntarily based upon Purchaser's independent judgement and evaluation. n) Purchaser is fully aware that there is no guarantee that the transaction will result in a success for commissionsPurchaser. Purchaser acknowledges that there are many intangible factors that are responsible for the success of Purchaser, brokerage fees or similar fees including, but not limited to, Purchaser's level of technical skills, Purchaser's ability to be paid upon transfer communicate to both customers and staff, Purchaser's desire to succeed, the level of teamwork that exists with the Aircraft present office staff, Purchaser's promotional skills, Purchaser's management skills, the existing competition within the industry, and the existing economic climate. Purchaser is fully aware that would become the obligation of Seller or a lien on the Aircraft nor does Purchaser have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Seller; 5.2.6 Neither Purchaser nor any of its employees (or any assignee as defined in Article 8.7 hereof) is listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Purchaser (or its assignee) or to the purpose for which Purchaser (or its assignee) will use the Aircraft; and 5.2.7 No portion purchase of the Purchase Price is derived from Anti-Money Laundering LawsAssets, meaning those lawswith there being no guarantee that these intangibles shall continue to remain the same. Purchaser acknowledges that Purchaser's success will be entirely dependent upon Purchaser's skills along with external factors that cannot be controlled. As such, regulations Purchaser acknowledges that this purchase entails risks that are beyond Seller's control and sanctions, state Purchaser accepts the responsibility and federal, criminal results of this risk. o) The Purchaser's representations and civil, that (a) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (b) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United States; (c) require identification and documentation of the parties with whom a financial institution conducts business; or (d) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the Patriot Act, the Bank Secrecy Act, the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seqwarranties will survive Closing., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.

Purchaser’s Representations and Warranties. Each Purchaser hereby represents and warrants that, to Company that as of the date hereof, and as of the ClosingClosing Date: 5.2.1 2.1 such Purchaser is a an entity duly formed limited liability companyformed, validly existing, existing and in good standing, having standing under the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions of this Agreement; 5.2.2 The execution, delivery, and performance by Purchaser of this Agreement, and the acquisition laws of the Aircraft, jurisdiction of its organization and has been duly authorized by all necessary action on behalf of Purchaser and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Purchaser is a party; 5.2.3 The person executing this Agreement on behalf of Purchaser has full requisite power and authority to do soenter into and consummate the transactions contemplated by the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder; 5.2.4 This Agreement constitutes 2.2 each of the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby have been duly and validly authorized by such Purchaser and all necessary actions have been taken; 2.3 the Transaction Documents to which it is a party have been duly executed and delivered by such Purchaser and constitute the legal, valid and binding obligations of such Purchaser and is enforceable against Purchaser in accordance with its terms subject terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, liquidation and other similar laws relating to, or affecting generally, the enforceability enforcement of contractual obligations and applicable creditors’ rights generally and remedies; 2.4 the execution and delivery by such Purchaser of the Transaction Documents to which it is a party and the consummation by such Purchaser of the other transactions contemplated by such Transaction Documents do not and will not conflict with or result in a breach by such Purchaser of any of the terms or provisions of, or constitute a default under (i) such Purchaser’s organizational documents, each as currently in effect, (ii) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Purchaser is a party or by which it or any of its properties or assets are bound, or (iii) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over such Purchaser or any of its properties or assets; 2.5 such Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; 2.6 such Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities; 2.7 such Purchaser is acquiring the Securities, as principal for its own account and not with a view to or for distributing or reselling the Securities or any part thereof in violation of the 1933 Act or any applicable state securities law and has no present intention of distributing any of the Securities in violation of the 1933 Act, or any applicable state securities law; 2.8 such Purchaser understands that except as provided in the Registration Rights Agreement (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (a) subsequently registered thereunder, (b) such Purchaser shall have delivered to Company (if requested by Company) an opinion of counsel, in a form reasonably acceptable to Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from registration, or (c) such Purchaser provides Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither Company nor any other person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the application Securities and such pledge of equitable principles by courts Securities shall not be deemed to be a transfer, sale or assignment of competent jurisdictionthe Securities hereunder, sitting at law and no Purchaser effecting a pledge of Securities will be required to provide Company with any notice thereof or in equityotherwise make any delivery to Company pursuant to this Agreement or any other Transaction Document; 5.2.5 2.9 such Purchaser has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of its investment in the Securities, has so evaluated the merits and risks of such investment, and has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its investment in the Securities; 2.10 such Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities; 2.11 such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents and Company’s filings with the SEC and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of Company concerning the transactions contemplated by the Transaction Documents and the merits and risks of investing in the Securities; (ii) access to information about Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment; 2.12 such Purchaser is not entered into purchasing the Securities as a result of any agreement for commissionsadvertisement, brokerage fees article, notice or other communication regarding the Securities published in any newspaper, magazine or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Seller media or a lien on the Aircraft nor does Purchaser have broadcast over television or radio or presented at any agreement or arrangement to pay any consideration whatsoever, directly or indirectlyseminar or, to such Purchaser’s knowledge, any employee, agent other general solicitation or independent contractor of Seller;general advertisement; and 5.2.6 Neither Purchaser 2.13 neither Company nor any of its employees (officers, directors, shareholders, members, managers, employees, agents or representatives has made any representations or warranties to any Purchaser or any assignee of its officers, directors, employees, agents or representatives except as defined expressly set forth in Article 8.7 hereof) is listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on Transaction Documents and, in making its decision to enter into the transactions contemplated by this Agreement related to the identityTransaction Documents, citizenshipsuch Purchaser is not relying on any representation, location warranty, covenant or business promise of Purchaser (Company or its assignee) officers, directors, members, managers, employees, agents or to representatives other than as set forth in the purpose for which Purchaser (or its assignee) will use the Aircraft; and 5.2.7 No portion of the Purchase Price is derived from Anti-Money Laundering Laws, meaning those laws, regulations and sanctions, state and federal, criminal and civil, that (a) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (b) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United States; (c) require identification and documentation of the parties with whom a financial institution conducts business; or (d) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the Patriot Act, the Bank Secrecy Act, the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seqTransaction Documents., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.

Purchaser’s Representations and Warranties. The Purchaser hereby represents and warrants to the Company and the Servicer that, as of the date hereof, and as of the Closingrelated Closing Date: 5.2.1 (a) Due Organization and Authority. The Purchaser is a duly formed limited liability companyorganized, validly existing, existing and in good standing, having standing as a national banking association under the capacity to sue laws of the United States and be sued in its own name, having full power, legal right has the power and authority to own its assets and to transact the business in which it is currently engaged and has all licenses necessary to carry on its business as currently conductednow being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or owns or services mortgage loans, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Purchaser, and in any event the Purchaser is in compliance with the laws of any such state to executethe extent necessary to carry out its obligations under this Agreement. The Purchaser has the power, authority and legal right to purchase the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder; the provisions execution, delivery and performance of this Agreement; 5.2.2 The execution, delivery, and performance Agreement (including all instruments to be delivered by the Purchaser of pursuant to this Agreement, ) by the Purchaser and the acquisition consummation of the Aircrafttransactions contemplated hereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Purchaser, regardless of whether such enforcement is sought in a proceeding in equity or at law; and all requisite corporate action has been duly authorized taken by all necessary action on behalf of the Purchaser and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Purchaser is a party; 5.2.3 The person executing make this Agreement on behalf of Purchaser has full power and authority to do so; 5.2.4 This Agreement constitutes the legal, all agreements contemplated hereby valid and binding obligations of Purchaser and is enforceable against upon the Purchaser in accordance with its terms their terms, subject to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws of general application affecting the enforceability of contractual obligations creditors' rights and creditors’ rights generally and by subject to the application of equitable principles by courts the rules of competent jurisdictionequity, sitting at law or in equityincluding those respecting the availability of specific performance; 5.2.5 Purchaser has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Seller or a lien on the Aircraft nor does Purchaser have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Seller; 5.2.6 Neither Purchaser nor any of its employees (or any assignee as defined in Article 8.7 hereof) is listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Purchaser (or its assignee) or to the purpose for which Purchaser (or its assignee) will use the Aircraft; and 5.2.7 No portion of the Purchase Price is derived from Anti-Money Laundering Laws, meaning those laws, regulations and sanctions, state and federal, criminal and civil, that (a) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (b) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United States; (c) require identification and documentation of the parties with whom a financial institution conducts business; or (d) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the Patriot Act, the Bank Secrecy Act, the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seq., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.

Purchaser’s Representations and Warranties. Purchaser hereby represents and warrants that, to Seller as of the date hereofof this Agreement as follows: 7.2.1 Purchaser has been duly formed under the laws of the State of Delaware, is, or will be as off the Closing Date, in good standing under the laws of the jurisdictions in which the Properties are located to the extent required by applicable law, is duly qualified to transact business in the jurisdictions in which the Properties are located, and as of has the Closing: 5.2.1 Purchaser is a duly formed limited liability company, validly existing, and in good standing, having the capacity to sue and be sued in its own name, having full power, legal right requisite power and authority to carry on its business as currently conducted, and to execute, deliver enter into and perform this Agreement and the provisions of this Agreement; 5.2.2 The execution, delivery, documents and performance instruments required to be executed and delivered by Purchaser pursuant hereto. This Agreement has been duly executed and delivered by Purchaser and is a valid and binding obligation of this Agreement, Purchaser enforceable in accordance with its terms. This Agreement and the acquisition of the Aircraft, has documents and instruments required to be executed and delivered by Purchaser pursuant hereto have each been duly authorized by all necessary action on behalf the part of Purchaser and do that such execution, delivery and performance does and will not conflict with or result in a violation of Purchaser’s organizational documents or any breach judgment, order or decree of any of the terms court or constitute a default under any document, instrument, or agreement arbiter to which Purchaser is a party;, or any agreement to which Purchaser and/or any of the Property is bound or subject. 5.2.3 The person executing this Agreement on behalf of Purchaser has full power and authority to do so; 5.2.4 This Agreement constitutes the legal, valid and binding obligations of Purchaser and is enforceable against Purchaser in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; 5.2.5 7.2.2 Purchaser has not entered into (i) made a general assignment for the benefit of creditors, (ii) filed any agreement for commissionsinvoluntary petition in bankruptcy or suffered the filing of any involuntary petition by Purchaser’s creditors, brokerage fees (iii) suffered the appointment of a receiver to take possession of all or similar fees to be paid upon transfer substantially all of Purchaser’s assets, (iv) suffered the Aircraft that would become the obligation attachment or other judicial seizure of Seller all, or a lien on the Aircraft nor does Purchaser have any agreement or arrangement substantially all, of Purchaser’s assets, (v) admitted in writing its inability to pay any consideration whatsoeverits debts as they come due, directly or indirectly(vi) made an offer of settlement, extension or composition to its creditors generally. 7.2.3 Neither Purchaser, nor, to Purchaser’s knowledge, any employeeof its affiliates, agent or independent contractor of Seller; 5.2.6 Neither Purchaser nor any of its employees their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents, is a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of OFAC (or any assignee as defined in Article 8.7 hereof) is listed by the United States Department of Treasury including those named on the Specifically OFAC’s Specially Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Purchaser (or its assignee) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to the purpose for which Commit, or Support Terrorism), or other governmental action. Purchaser (or its assignee) will use the Aircraft; and 5.2.7 No portion shall have no liability with respect to any breach of the Purchase Price is derived from Anti-Money Laundering Laws, meaning those laws, regulations a particular representation and sanctions, state and federal, criminal and civil, that warranty if (a) limit Seller has actual knowledge of the use breach of and/or seek such representation prior to the forfeiture of Closing Date and fails to notify Purchaser thereof and nevertheless proceeds from illegal transactions; to Closing, or (b) limit commercial transactions Seller does not commence an action against Purchaser with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary respect to the interests breach in question within twelve (12) months after the Closing. Further, in no event may Purchaser’s liability for a breach of any warranty under this Agreement with respect to any individual Property exceed the greater of (x) 1.5% of the United States; allocated Purchase Price for such Property as set forth on attached Exhibit A and (cy) require identification and documentation of the parties with whom a financial institution conducts business; or (d) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the Patriot Act, the Bank Secrecy Act, the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seq$500,000.00., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.

Purchaser’s Representations and Warranties. Purchaser hereby represents and warrants that, to Seller that as of the date hereof, and as of the ClosingEffective Date: 5.2.1 (a) Purchaser is a duly formed limited liability companycompany incorporated under the laws of Delaware and has the full right, validly existingpower and authority, without the joinder of any other person or entity, to enter into, execute and in good standing, having the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, deliver this Agreement and to execute, deliver perform all duties and perform the provisions of obligations imposed on Purchaser under this Agreement; 5.2.2 The execution, delivery, (b) the execution and delivery of and performance by Purchaser Xxxxxxxxx of this Agreement, Agreement and the acquisition consummation of the Aircraft, purchase and sale contemplated hereby has been duly authorized by all necessary corporate action on behalf the part of Purchaser Purchaser; (c) neither the execution nor the delivery of this Agreement, nor the consummation of the purchase and do not sale contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement conflict with or will result in any the breach of any of the terms or constitute a default under any documentterms, instrumentconditions, or provisions of any agreement or instrument to which Purchaser is a partyparty or by which Purchaser or any of its assets is bound; 5.2.3 The person executing (d) this Agreement on behalf of has been duly executed and delivered by Purchaser has full power and authority to do so; 5.2.4 This Agreement constitutes the a legal, valid and binding obligations of Purchaser and is agreement, enforceable against Purchaser in accordance with its the terms thereof, subject only to any limitation under applicable laws relating to (i) bankruptcy, winding-up, insolvency, arrangement, fraudulent preference and conveyance, reorganization, moratorium assignment and preference and other similar laws of general application affecting the enforceability enforcement of contractual obligations and creditors’ rights generally rights, and by (ii) the application discretion that a court may exercise in the granting of equitable principles by courts of competent jurisdiction, sitting at law or in equity; 5.2.5 Purchaser has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Seller or a lien on the Aircraft nor does Purchaser have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Seller; 5.2.6 Neither Purchaser nor any of its employees (or any assignee remedies such as defined in Article 8.7 hereof) is listed by the United States Department of Treasury on the Specifically Designated Nationals specific performance and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Purchaser (or its assignee) or to the purpose for which Purchaser (or its assignee) will use the Aircraftinjunction; and 5.2.7 No portion (e) Purchaser shall be, at Closing, a registrant for the purposes of any taxes imposed under Part IX of the Purchase Price is derived from Anti-Money Laundering LawsExcise Tax Act, meaning those lawsR.S., regulations 1985, c. E-15; Purchaser shall deliver a certificate to Seller at Closing updating and sanctions, state and federal, criminal and civil, that (a) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (b) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests recertifying all of the United States; (c) require identification foregoing representations and documentation warranties to Seller as of the parties with whom Closing Date (the Purchaser’s Bringdown Certificate). All of the foregoing representations and warranties expressly shall survive the Closing for a financial institution conducts business; or period of one (d1) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the Patriot Act, the Bank Secrecy Act, the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seqyear thereafter., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.

Purchaser’s Representations and Warranties. Purchaser hereby represents and warrants that, as of the date hereof, and as of the Closing: 5.2.1 Purchaser is a duly formed limited liability company, validly existing, and in good standing, having the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions of this Agreement; 5.2.2 7.2.1 The execution, delivery, and performance by Purchaser of this Agreement, and the acquisition of the Aircraft, has been duly authorized by all necessary action on behalf of Purchaser and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Purchaser is a party; 5.2.3 The person executing this Agreement on behalf of Purchaser has full the power and authority to do so;enter into and perform this Agreement. 5.2.4 7.2.2 This Agreement constitutes the legal, valid and binding obligations of Purchaser and is enforceable against on the Purchaser in accordance with its terms subject terms. 7.2.3 The copy of the articles of association and memorandum of incorporation of Duinmaaijer B.V. attached to applicable bankruptcythis Agreement as SCHEDULE 4 is valid and the Purchaser’s shareholder is Mr. Maarten Xxxxxxxx and no others. No person has been granted any right in respect to shares or revenue of the Purchaser or SES or Sun HML in respect of the Completion of this Transaction. 7.2.4 To the best knowledge of the Purchaser, insolvency, fraudulent conveyance, reorganization, moratorium all assistance and similar laws affecting co-operation and all documents and information required to audit and approve the enforceability of contractual obligations accounts SES and creditors’ rights the INITIALS OF SIGNATORIES Proforma Balance Sheet were provided and these accounts were prepared on a consistent basis in accordance with generally accepted accounting principles and practices in the Netherlands and in accordance with US GAAP by the application MBO team. 7.2.5 Since 31 December 2006, to the best knowledge of equitable principles by courts the Purchaser: - (i) there has been no material adverse change (nor any such material change expected) in the financial or trading position or prospects of competent jurisdiction, sitting at law the Business or in equitythe value of the assets or amount or nature of the liabilities of SES as compared with positions disclosed in the Proforma Completion Date Balance Sheet; 5.2.5 Purchaser (ii) SES has not disposed of any assets or assumed or incurred any outstanding capital commitment of any material liabilities (whether actual or contingent), otherwise than in the ordinary course of business; (iii) SES has paid their trade creditors in the ordinary course of business and within the normal terms of business. 7.2.6 The Purchaser and SES have not committed any act or entered into any agreement for commissionscommitment, brokerage fees obligation, arrangement, undertaking or similar fees otherwise in relation to be paid upon transfer the operational affairs of SES, whether actual or contingent, that would now or in the future constitute a liability of the Aircraft Sellers or any of their Affiliated Parties or otherwise cause the Sellers or any of their Affiliated Parties to incur any losses or other damages. 7.2.7 The Business has, to the best knowledge of Purchaser and the MBO team, been conducted in all respects in accordance with all applicable laws, rules, regulations, judgments, decisions, decrees, orders or other requirements of any government, quasi government, statutory, administrative or regulatory body, court or agency applicable to the daily operational affairs (in the Netherlands), except for the affiliation to the Metalektro association of social insurance (“bedrijfsvereniging”) in the period preceding the Completion Date. 7.2.8 The Sellers acknowledge and confirm that would become Purchaser shall not be liable for more than EUR 200,000.-- (two hundred thousand euro) in respect of any breach of the obligation of Seller or a lien Purchaser’s Representations and Warranties. The Sellers can make no claims on the Aircraft nor does Purchaser have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Seller; 5.2.6 Neither Purchaser nor any of its employees (or any assignee as defined in Article 8.7 hereof) is listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Purchaser (or its assignee) or to the purpose for which Purchaser (or its assignee) will use the Aircraft; and 5.2.7 No portion basis of the Purchase Price is derived from Anti-Money Laundering Laws, meaning those laws, regulations Purchaser’s Representations and sanctions, state and federal, criminal and civil, that Warranties after expiration of 5 (afive) limit years. 7.2.9 To the use of and/or seek the forfeiture of proceeds from illegal transactions; (b) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests best knowledge of the United States; (c) require identification Sellers, the Sellers acknowledge and documentation confirm that they are not aware of any breach of the parties with whom a financial institution conducts business; or (d) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations Purchaser’s Representations and sanctions shall be deemed to include the Patriot Act, the Bank Secrecy Act, the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seqWarranties., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.

Purchaser’s Representations and Warranties. Purchaser hereby represents and warrants to Seller that: 8.3.1. Purchaser validly exists and is in good standing in the State of its formation. Purchaser has the full right and authority and has obtained any and all consents required to enter into this Agreement and to consummate or cause to be consummated the transactions contemplated hereby. This Agreement has been, and all of the documents to be delivered by Purchaser at the Closing shall be, as of the date hereofClosing, authorized and as of the Closing: 5.2.1 Purchaser is a duly formed limited liability company, validly existing, properly executed and in good standing, having the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions of this Agreement; 5.2.2 The execution, delivery, and performance by Purchaser of this Agreement, and the acquisition of the Aircraft, has been duly authorized by all necessary action on behalf of Purchaser and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrumentconstitute, or shall constitute, as appropriate, the valid and binding obligation of Purchaser, enforceable in accordance with their terms. 8.3.2. There is no agreement to which Purchaser is a party; 5.2.3 party or to Purchaser’s knowledge, binding on Purchaser which is in conflict with this Agreement. There is no action or proceeding pending or, to Purchaser’s knowledge, threatened against Purchaser which challenges or impairs Purchaser’s ability to execute or perform its obligations under this Agreement. The person executing execution, delivery and performance of this Agreement on behalf of Purchaser has full power and authority to do so; 5.2.4 This Agreement constitutes the legal, valid and binding obligations of by Purchaser and the Purchaser Closing Documents contemplated hereby shall not require the consent of any third party. 8.3.3. Purchaser is enforceable against Purchaser in accordance with its terms subject to applicable bankruptcynot insolvent, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; 5.2.5 Purchaser has not entered into (i) made a general assignment for the benefit of its creditors, (ii) admitted in writing its inability to pay its debts as they mature, (iii) had an attachment, execution or other judicial seizure of any agreement for commissionsproperty interest which remains in effect, brokerage fees or (iv) taken, failed to take or submitted to any action indicating a general inability to meet its financial obligations as they accrue. Purchaser has not filed any petition seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar fees relief relating to be paid upon transfer Purchaser or any of its property under any law relating to bankruptcy or insolvency, nor has any such petition been filed against Purchaser. No general assignment of Purchaser’s property has been made for the benefit of creditors, and no receiver, master, liquidator or trustee has been appointed for Purchaser for any portion of its property. 8.3.4. Purchaser is not a Benefit Plan subject to Part 4 of Title I of ERISA or Section 4975 of the Aircraft that would become the obligation Code or any similar provision of Seller state or local law, and assets of a lien on the Aircraft nor does Purchaser have any agreement or arrangement Benefit Plan are not being used to pay any consideration whatsoever, directly or indirectly, the Purchase Price. Purchaser is not a “party in interest” (as that term is defined in Section 3(14) of ERISA) with respect to any employeeBenefit Plan that is an investor in Seller, agent and Purchaser’s acquisition of the Property shall not constitute or independent contractor result in a prohibited transaction under Section 406 of Seller;ERISA or Section 4975 of the Code or any similar provision of state or local law. 5.2.6 8.3.5. Neither Purchaser nor any of its employees (affiliates, nor any of their respective partners, members, shareholders or any assignee as defined in Article 8.7 hereof) is listed by other equity owners, direct or indirect, and none of their respective employees, officers, directors, representatives or agents is, nor shall they become, a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the United States OFAC of the Department of the Treasury (including those named on the Specifically OFAC’s Specially Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Purchaser (or its assignee) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to the purpose for which Purchaser (Commit, or its assignee) will use the Aircraft; and 5.2.7 No portion of the Purchase Price Support Terrorism), or other governmental action and is derived from Anti-Money Laundering Laws, meaning those laws, regulations not engaging and sanctions, state and federal, criminal and civil, that (a) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (b) limit commercial shall not engage in any dealings or transactions or be otherwise associated with designated countries such persons or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United States; (c) require identification and documentation of the parties with whom a financial institution conducts business; or (d) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the Patriot Act, the Bank Secrecy Act, the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seqentities., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.

Purchaser’s Representations and Warranties. Purchaser hereby represents and warrants that, to Sellers that as of the date hereof, and as of the ClosingEffective Date: 5.2.1 (a) Purchaser is a duly formed limited liability companycompany incorporated under the laws of Delaware and has the full right, validly existingpower and authority, without the joinder of any other person or entity, to enter into, execute and in good standing, having the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, deliver this Agreement and to execute, deliver perform all duties and perform the provisions of obligations imposed on Purchaser under this Agreement; 5.2.2 The execution, delivery, (b) the execution and delivery of and performance by Purchaser Xxxxxxxxx of this Agreement, Agreement and the acquisition consummation of the Aircraft, purchase and sale contemplated hereby has been duly authorized by all necessary corporate action on behalf the part of Purchaser Purchaser; (c) neither the execution nor the delivery of this Agreement, nor the consummation of the purchase and do not sale contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement conflict with or will result in any the breach of any of the terms or constitute a default under any documentterms, instrumentconditions, or provisions of any agreement or instrument to which Purchaser is a partyparty or by which Purchaser or any of its assets is bound; 5.2.3 The person executing (d) this Agreement on behalf of has been duly executed and delivered by Purchaser has full power and authority to do so; 5.2.4 This Agreement constitutes the a legal, valid and binding obligations of Purchaser and is agreement, enforceable against Purchaser in accordance with its the terms thereof, subject only to any limitation under applicable laws relating to (i) bankruptcy, winding-up, insolvency, arrangement, fraudulent preference and conveyance, reorganization, moratorium assignment and preference and other similar laws of general application affecting the enforceability enforcement of contractual obligations and creditors’ rights generally rights, and by (ii) the application discretion that a court may exercise in the granting of equitable principles by courts of competent jurisdiction, sitting at law or in equity; 5.2.5 Purchaser has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Seller or a lien on the Aircraft nor does Purchaser have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Seller; 5.2.6 Neither Purchaser nor any of its employees (or any assignee remedies such as defined in Article 8.7 hereof) is listed by the United States Department of Treasury on the Specifically Designated Nationals specific performance and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Purchaser (or its assignee) or to the purpose for which Purchaser (or its assignee) will use the Aircraftinjunction; and 5.2.7 No portion (e) Purchaser shall be, at Closing, a registrant for the purposes of any taxes imposed under Part IX of the Purchase Price is derived from Anti-Money Laundering LawsExcise Tax Act, meaning those lawsR.S., regulations 1985, c. E-15; Purchaser shall deliver a certificate to Sellers at Closing updating and sanctions, state and federal, criminal and civil, that (a) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (b) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests recertifying all of the United States; (c) require identification foregoing representations and documentation warranties to Sellers as of the parties with whom Closing Date (the Purchaser’s Bring-down Certificate). All of the foregoing representations and warranties expressly shall survive the Closing for a financial institution conducts business; period of one (1) year and no claims may be made in respect of a breach of such representations or (d) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the Patriot Act, the Bank Secrecy Act, the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seqwarranties thereafter., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.

Purchaser’s Representations and Warranties. Purchaser hereby represents and warrants that, to Seller that the statements contained in this Section 3(b) are true and correct in all material respects as of the date hereof, and as of the Closingeach Closing Date: 5.2.1 i. Purchaser is a duly formed limited liability companycompany duly incorporated, validly existing, existing and in good standing, having standing under the capacity to sue laws of the State of Nevada and be sued in its own name, having full power, legal right has all necessary limited liability company power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as currently conducted. Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the operation of its business as currently conducted makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect. ii. Purchaser has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to execute, deliver consummate the transactions contemplated hereby. The execution and perform the provisions delivery by Purchaser of this Agreement;, the performance by Xxxxxxxxx of its obligations hereunder and the consummation by Purchaser of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Purchaser. This Agreement has been duly executed and delivered by Xxxxxxxxx, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). 5.2.2 iii. The execution, delivery, delivery and performance by Purchaser of this Agreement, and the acquisition consummation of the Aircrafttransactions contemplated hereby and thereby, has been duly authorized by all necessary action on behalf of Purchaser and do not conflict with or and will not: (A) result in any a violation or breach of any provision of the terms articles of organization or operating agreement of Purchaser, (B) result in a violation or breach of any provision of any law applicable to Purchaser, or (C) except for the Required Consents, require the consent, notice or other action by any person under, conflict with, result in a violation or breach of, constitute a default under or result in the acceleration of any documentcontract or agreement of Purchaser, instrumentexcept in the cases of clauses (B) and (C), where the violation, breach, conflict, default, acceleration or failure to give notice would not have a Material Adverse Effect. iv. There are no actions, suits, claims, investigations, or agreement to which Purchaser is a party; 5.2.3 The person executing this Agreement on behalf of Purchaser has full power and authority to do so; 5.2.4 This Agreement constitutes the legal, valid and binding obligations of Purchaser and is enforceable against Purchaser in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; 5.2.5 Purchaser has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Seller or a lien on the Aircraft nor does Purchaser have any agreement or arrangement to pay any consideration whatsoever, directly or indirectlyother legal proceedings pending or, to any employeePurchaser's knowledge, agent or independent contractor of Seller; 5.2.6 Neither Purchaser nor any of its employees (or any assignee as defined in Article 8.7 hereof) is listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List threatened against or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on Purchaser that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement related Agreement. v. There are no bankruptcy or insolvency proceedings of any character pending or, to Purchaser's knowledge, threatened against Purchaser, including, without limitation, any bankruptcy, receivership, reorganization, composition, or arrangement with creditors, voluntary or involuntary. Immediately after giving effect to the identitytransactions contemplated hereby, citizenshipPurchaser shall be solvent and shall: (A) be able to pay its debts as they become due, location (B) own property that has a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities), and (C) have adequate capital to carry on its business. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated hereby with the intent to hinder, delay or business defraud either present or future creditors of Purchaser. In connection with the transactions contemplated hereby, Purchaser (has not incurred, nor plans to incur, debts beyond its ability to pay as they become absolute and matured. Purchaser has sufficient cash on hand or its assignee) or other sources of immediately available funds to the purpose for which Purchaser (or its assignee) will use the Aircraft; and 5.2.7 No portion enable it to make payment of the Purchase Price is derived from Anti-Money Laundering Lawsand consummate the transactions contemplated by this Agreement. vi. Purchaser has conducted its own independent investigation, meaning those lawsreview and analysis of the Assets, regulations and sanctions, state and federal, criminal and civil, acknowledges that (a) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (b) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary it has been provided adequate access to the interests personnel, properties, assets, premises, books and records, and other documents and data of Seller for such purpose. Purchaser acknowledges and agrees that: (A) in making its decision to enter into this Agreement and to consummate the United States; transactions contemplated hereby, Purchaser has relied solely upon its own investigation and the express representations and warranties of Seller set forth in Section 3(a) of this Agreement (cincluding any schedules thereto), and (B) require identification and documentation of the parties with whom a financial institution conducts business; neither Seller, nor any other person or (d) are designed entity, has made any representation or warranty as to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the Patriot ActSeller, the Bank Secrecy ActBusiness, the Trading with the Enemy ActLocation or Purchased Assets, 50 U.S.C. App. or this Agreement, except as expressly set forth in Section 1 et. seq3(a) of this Agreement (including any schedules thereto)., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.

Purchaser’s Representations and Warranties. Each Purchaser Entity hereby represents and warrants that, to Sellers as of the date hereof, and as of the Closingfollows: 5.2.1 (a) Each Purchaser Entity is a duly formed corporation or a limited liability company, duly organized, validly existing, existing and in good standing, having standing under the capacity to sue and be sued in laws of the jurisdiction of its own name, having incorporation or formation. Each Purchaser Entity has the full power, legal right power and authority to carry on its business as currently conducted, and to execute, deliver and perform carry out the terms and provisions of this Agreement and consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; 5.2.2 (b) This Agreement has been duly and validly authorized, executed and delivered by each Purchaser Entity and constitutes a valid and binding agreement of such Purchaser Entity, enforceable in accordance with its terms, subject to applicable principles of equity, bankruptcy, reorganization, insolvency or other laws affecting the enforcement of creditors' rights generally; (c) The execution, delivery, execution and performance by Purchaser delivery of this AgreementAgreement by each Purchaser Entity does not, and the acquisition performance by such Purchaser Entity of the Aircraftits obligations hereunder will not, has been duly authorized by all necessary action on behalf of Purchaser and do not constitute a violation of, conflict with or result in a default under, (i) the certificate of incorporation or by-laws, or the other constituent documents, as the case may be, of such Purchaser Entity, (ii) any breach contract, commitment, agreement, understanding, arrangement or restriction of any kind to which such Purchaser Entity is a party or by which such Purchaser Entity is bound or any license, franchise, permit or similar authorization held by such Purchaser Entity, or (iii) any judgment, injunction, decree or order applicable to such Purchaser Entity, except for such violations, conflicts or defaults which do not have a material adverse effect on Purchaser's ability to consummate the transactions contemplated hereby, nor is such Purchaser Entity required to obtain the approval of any person (except for any such approval the failure of which to obtain would not have a material adverse effect on Purchaser's ability to consummate the transactions contemplated hereby) to effect the purchase of the terms Seller Interests as contemplated hereby; (d) Except as would not have a material adverse effect on Purchaser's ability to consummate the transactions contemplated hereby, neither the execution and delivery of this Agreement nor the performance by any Purchaser Entity of its obligations hereunder will violate any law, rule or constitute a default regulation applicable to such Purchaser Entity or require any consent or approval of, other action by or filing with or notice to, any public body or authority under any documentprovision of law applicable to such Purchaser Entity other than notices or filings pursuant to the federal securities laws or the HSR Act; and (e) There is no action, instrumentsuit, investigation or proceeding pending against, or agreement to which the knowledge of any Purchaser is a party; 5.2.3 The person executing this Agreement on behalf of Entity threatened against or affecting, any Purchaser has full power and authority to do so; 5.2.4 This Agreement constitutes the legal, valid and binding obligations of Purchaser and is enforceable against Purchaser in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law Entity before any court or in equity; 5.2.5 Purchaser has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Seller or a lien on the Aircraft nor does Purchaser have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Seller; 5.2.6 Neither Purchaser nor any of its employees (arbitrator or any assignee as defined governmental body, agency or official which in Article 8.7 hereof) is listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List any manner challenges or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Purchaser (or its assignee) or to the purpose for which Purchaser (or its assignee) will use the Aircraft; and 5.2.7 No portion of the Purchase Price is derived from Anti-Money Laundering Laws, meaning those laws, regulations and sanctions, state and federal, criminal and civil, that (a) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (b) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United States; (c) require identification and documentation of the parties with whom a financial institution conducts business; or (d) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the Patriot Act, the Bank Secrecy Act, the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seqAgreement., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.

Purchaser’s Representations and Warranties. 7.1 Purchaser hereby represents and warrants to Seller that, as of the date hereof, and as of the at Closing: 5.2.1 7.1.1 The Purchaser is a duly formed organized and validly existing limited liability company, validly existing, and company in good standing, having standing under the capacity to sue and be sued in its own name, having full power, legal right laws of the Republic of Cyprus; 7.1.2 Purchaser has the requisite power and authority to carry on its business as currently conducted, and to execute, deliver enter into and perform the provisions of this Agreement; 5.2.2 7.1.3 The execution, deliveryexecution and delivery of this Agreement by the Purchaser does not, and performance by the consummation of the transactions contemplated hereby will not, (i) violate any provisions of the organizational documents of the Purchaser; (ii) require the consent, approval, authorization or order of any court, regulatory body, administrative agency or other governmental body on the part of the Purchaser, or (iii) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Purchaser, except, in all cases, other than violations pursuant to clauses (i) or (iii) (with respect to federal and state securities laws) above, for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate affect the Purchaser’s ability to perform its obligations under this Agreement; 7.1.4 each of the Persons acting on behalf of Purchaser is authorized to sign this Agreement on its behalf and is authorized to effect the transactions subject to this Agreement; 7.1.5 Purchaser has obtained any and all approvals and authorizations required to effect the transactions subject to this Agreement, the authorization and execution of this Agreement, the purchase of the Purchase Assets and the acquisition performance of all of the AircraftPurchaser’s obligations hereunder, has been duly authorized including those given by all necessary action on behalf of Purchaser Purchaser’s shareholders, managing board, and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Purchaser is a party; 5.2.3 The person executing this Agreement on behalf of Purchaser has full power and authority to do so; 5.2.4 supervisory board. This Agreement constitutes the legaland, when signed by its duly authorized representatives, all other documents contemplated hereby will constitute, valid and legally binding obligations of Purchaser and is the Purchaser, enforceable against Purchaser in accordance with its terms subject to applicable bankruptcytheir terms; and 7.2 No consent, insolvencywaiver, fraudulent conveyancepermit or other approval or registration, reorganization, moratorium or filing or notice with any court or other governmental entity or other Person is required in connection with the Purchaser’s execution and similar laws affecting delivery of this Agreement and the enforceability consummation of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; 5.2.5 Purchaser has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Seller or a lien on the Aircraft nor does Purchaser have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Seller; 5.2.6 Neither Purchaser nor any of its employees (or any assignee as defined in Article 8.7 hereof) is listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Purchaser (or its assignee) or to the purpose for which Purchaser (or its assignee) will use the Aircraft; and 5.2.7 No portion of the Purchase Price is derived from Anti-Money Laundering Laws, meaning those laws, regulations and sanctions, state and federal, criminal and civil, that (a) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (b) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United States; (c) require identification and documentation of the parties with whom a financial institution conducts business; or (d) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the Patriot Act, the Bank Secrecy Act, the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seqhereby., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.

Purchaser’s Representations and Warranties. The Purchaser hereby represents and warrants thatto the Seller the following: i. The Purchaser has the authority to bind Solar Acquisition Corp to pay the full Aggregate Purchase Price in the form designated, as i.e. the promissory note and issuance of preferred shares in accordance with Section I(B) and any expenses accumulated by the Purchaser in connection with this Agreement and the Purchaser has not incurred any obligation, commitment, restriction, or liability of any kind, absolute or contingent, present or future, which would adversely affect its ability to perform its obligations under this Agreement. ii. The Purchaser has entered into a master agreement with WATT Fuel Cell Corp, Evolution Fuel Cell, Inc. and the two (2) subsidiaries of the date hereofPurchaser, executed on this date, for the license and as lease of the Closing:Assets described herein (the “WATT Master Agreement”). Initial Initial Solar Acquisition Purchase Agreement 5.2.1 iii. The Purchaser has not committed any act or omission that would give rise to any valid claim relating to a brokerage commission, finder's fee, or other similar payment. iv. The Purchaser is a duly formed limited liability company, validly existing, and in good standing, having the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions of this Agreement; 5.2.2 The execution, delivery, and performance by Purchaser of this Agreement, and the acquisition resident of the Aircraft, United States for the purposes of the Internal Revenue Code. v. This Agreement has been duly authorized executed by all necessary action on behalf of the Purchaser and do not conflict with or result in any breach of any constitutes a legal and binding obligation of the terms or constitute a default under any documentPurchaser, instrument, or agreement to which Purchaser is a party; 5.2.3 The person executing this Agreement on behalf of Purchaser has full power and authority to do so; 5.2.4 This Agreement constitutes the legal, valid and binding obligations of Purchaser and is enforceable against Purchaser in accordance with its terms subject to applicable bankruptcyterms, except as enforcement may be limited by bankruptcy and insolvency, fraudulent conveyance, reorganization, moratorium and similar by other laws affecting the enforceability rights of contractual obligations and creditors’ rights generally creditors generally, and by the application of equitable principles remedies granted by courts a court of competent jurisdiction, sitting at law or in equity;. 5.2.5 vi. The Purchaser has not entered into no knowledge that any agreement for commissionsrepresentation or warranty given by the Seller in this Agreement is inaccurate or false. vii. The representations and warranties given in this Agreement are the only representations and warranties; the Purchaser has given no other representation or warranty, brokerage fees either express or similar fees implied, to be paid upon transfer the Seller. viii. The Purchaser warrants to the Seller that each of the Aircraft that would become the obligation of Seller or a lien on the Aircraft nor does Purchaser have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Seller; 5.2.6 Neither Purchaser nor any of its employees (or any assignee as defined in Article 8.7 hereof) is listed representations and warranties made by the United States Department Purchaser is accurate and not misleading at the date of Treasury on Closing. The Purchaser acknowledges that the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by Seller is entering into this Agreement related to the identity, citizenship, location or business of Purchaser (or its assignee) or to the purpose for which Purchaser (or its assignee) in reliance on each warranty and representation. ix. The Purchaser's representations and warranties will use the Aircraft; and 5.2.7 No portion of the Purchase Price is derived from Anti-Money Laundering Laws, meaning those laws, regulations and sanctions, state and federal, criminal and civil, that (a) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (b) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United States; (c) require identification and documentation of the parties with whom a financial institution conducts business; or (d) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the Patriot Act, the Bank Secrecy Act, the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seqsurvive Closing., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.

Purchaser’s Representations and Warranties. Purchaser hereby represents and warrants thatto Seller, as of the date hereofof Closing, and as of the Closingfollows: 5.2.1 8.1 Purchaser is a corporation duly formed limited liability companyorganized, validly existing, existing and in good standing, having standing under the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions of this Agreement; 5.2.2 The execution, delivery, and performance by Purchaser of this Agreement, and the acquisition laws of the Aircraft, State of Nevada and has been duly authorized by all necessary action on behalf of Purchaser and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Purchaser is a party; 5.2.3 The person executing this Agreement on behalf of Purchaser has full requisite corporate power and authority to do so;acquire, own, lease, and operate the Assets. 5.2.4 8.2 Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and Exhibits which form a part of this Agreement to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Exhibits to which it is a party, by Purchaser and the performance of its obligations hereunder and thereunder have been duly and validly authorized by all requisite corporate action of the part of Purchaser. This Agreement has been duly executed and delivered by Purchaser and this Agreement constitutes the legal, valid and binding obligations obligation of Purchaser and is Purchaser, enforceable against Purchaser in accordance with its terms subject to applicable terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and insolvency or other similar laws of general application relating to or affecting the enforceability enforcement of contractual obligations creditors' rights. 8.3 The total authorized capital stock of Purchaser consists of 50,000,000 shares of common stock, $.001 par value, of which 21,121,100 are issued and creditors’ outstanding immediately prior to the Closing and 16,171,100 (including the Initial Issuance Shares) will be outstanding as of the Closing. Purchaser shall also cancel not less than another 450,000 shares on or before November 30, 2001 and, to the extent Purchaser fails to cancel such shares, Purchaser shall issue an additional 150,000 shares of common stock, $.001 par value, to Seller on December 1, 2001 (the "Additional Shares"), which Additional Shares shall be deemed to be part of the Initial Issuance Shares for purposes of this Agreement. All of the issued and outstanding shares of Purchaser's common stock have been duly authorized and validly issued, are fully paid and non-assessable, and were issued in compliance with all applicable charter documents of Purchaser and all applicable federal and state securities laws. There are, and have been, no preemptive rights generally and by with respect to the application issuance of equitable principles by courts of competent jurisdiction, sitting at law or in equity;Purchaser's capital stock. 5.2.5 8.4 Purchaser has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer conducted its own independent review and analysis of the Aircraft business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Business and acknowledges that would become the obligation of Seller or a lien on the Aircraft nor does has provided Purchaser have any agreement or arrangement with access to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Seller; 5.2.6 Neither all information it has requested in conducting its review. Purchaser acknowledges that neither Seller nor any of its employees (officers, directors, controlling persons, agents, outside consultants or representatives makes or has made, other than as specifically made in this Agreement, any assignee representation or warranty, either express or implied, as defined in Article 8.7 hereof) is listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location accuracy or business completeness of any of the information provided or made available to Purchaser (or its assignee) officers, directors, employees, agents or representatives. 8.5 Purchaser has made and shall continue to make all filings with the purpose for which Purchaser (or its assignee) will use the Aircraft; and 5.2.7 No portion Securities Exchange Commission and all stock exchanges necessary to enable Seller to avail itself of Rule 144 of the Purchase Price is derived from Anti-Money Laundering LawsSecurities Exchange Act of 1934, meaning those lawsas amended (the "Securities Act"), regulations in connection with the sale of any Initial Issuance Shares after the Closing Date. 8.6 Purchaser has complied and sanctionswill comply with all applicable federal and state securities laws in connection with all prior offers, state sales and federalissuance by it of its securities. Neither Purchaser nor anyone acting on its behalf has offered the Initial Issuance Shares or similar securities, criminal or solicited any offers to purchase any of such securities, so as to render unavailable for the issuance and civil, that (a) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (b) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests sale of the United States; (c) require identification Initial Issuance Shares, the Stock Purchase Warrant and documentation the Warrant Shares an exemption from the registration provisions of the parties with whom a financial institution conducts business; or (d) are designed to disrupt Securities Act. 8.7 The issuance, sale and delivery of the flow Stock Purchase Warrant by Purchaser has been duly authorized by all requisite corporate action of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the Patriot Act, the Bank Secrecy Act, the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seq., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq.Purchaser, and the sanction regulations promulgated pursuant Warrant Shares, when issued upon the exercise thereof against payment of the exercise price therefor, will be duly and validly issued and outstanding, fully paid and nonassessable with no personal liability attached thereto and not subject to preemptive or any other similar rights of the shareholders of Purchaser or others. 8.8 For a period of two years from the Closing Date, Purchaser and its management shall allow Seller to designate one person ("Seller's Representative") to serve on the Board of Directors of Purchaser. Seller's Representative shall be included in the proxy statements sent to Purchaser's shareholders as one of the directors recommended for election by the OFACBoard of Directors. As soon as practicable following the Closing Date, as well as laws relating Purchaser shall take all action necessary to prevention and detection appoint Seller's Representative to the Board of money laundering in 18 U.S.C. Sections 1956 and 1957Directors.

Purchaser’s Representations and Warranties. As of the Effective Date (unless a different date is specified), Purchaser hereby represents and warrants to Seller that, as of the date hereof, and as of the Closing: 5.2.1 Purchaser is a duly formed limited liability company, validly existing, and in good standing, having (a) Potts as an individual has the capacity to sue and be sued in its own name, having full power, legal right power and authority to carry on its business as currently conducted, and necexxxxx to execute, deliver and perform its obligations under this Agreement and the provisions other documents and instruments to be executed and delivered by Potts pursuant to this Agreement (the "Agreement Documents"). Xxxts is duly qualified to do business and is in good standixx xx Wisconsin, which includes every state of this Agreement;the United States in which the conduct of the business and the ownership of such properties and assets requires him to be so qualified. 5.2.2 (b) The execution, delivery, delivery and performance by Purchaser of this Agreement, and the acquisition of the Aircraft, has Agreement Documents to be executed and delivered by Potts have been duly authorized by all necessary action on behalf txx xxrt of Purchaser Potts. The Agreement Documents to be executed and do not conflict with delivered xx Xxtts have been or result in any breach of any of will be, as the terms case may be, duly executex xxx delivered by Potts and constitute or will constitute a default under any document, instrument, or agreement to which Purchaser is a party; 5.2.3 The person executing this Agreement on behalf of Purchaser has full power and authority to do so; 5.2.4 This Agreement constitutes the legal, valid and binding xxxxing obligations of Purchaser and is Potts, enforceable against Purchaser in accordance with its terms subject to applicable their respective terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar or other laws affecting creditors' rights generally, or as may be modified by a court of equity. (c) The execution, delivery and performance by Potts of the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; 5.2.5 Purchaser has not entered into any agreement for commissions, brokerage fees or similar fees Agreement Documents to be paid upon transfer of the Aircraft that would become the obligation of Seller or a lien on the Aircraft nor does Purchaser have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Seller; 5.2.6 Neither Purchaser nor any of its employees (or any assignee as defined in Article 8.7 hereof) is listed by the United States Department of Treasury on the Specifically Designated Nationals executed and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Purchaser (or its assignee) or to the purpose for which Purchaser (or its assignee) will use the Aircraft; and 5.2.7 No portion of the Purchase Price is derived from Anti-Money Laundering Laws, meaning those laws, regulations and sanctions, state and federal, criminal and civil, that deliverex xx Potts: (a) limit do not require the use consent of and/or seek the forfeiture of proceeds from illegal transactionsor notice to any thxxx xarty; (b) limit commercial transactions do not conflict with designated countries any provision of Potts' articles o organization or individuals believed operating agreement; and (x) xx not violate any law, ordinance, regulation, ruling, judgment, order or injunction of any court or governmental instrumentality to which Potts is subject or by which Potts or any of his respective xxxxxrties are bound. All of xxx representations and warranties of Purchaser shall be terroriststrue and correct as of the Closing Date and Purchaser shall rectify the representations and warranties on the Closing Date and shall indemnify and hold harmless the other party for any and all loss, narcotics dealers damages, costs or otherwise engaged in activities contrary liabilities incurred due to the interests inaccuracy thereof. This indemnity shall survive the Closing for a period of the United States; one (c1) require identification and documentation of the parties with whom a financial institution conducts business; or (d) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the Patriot Act, the Bank Secrecy Act, the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seqyear., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.

Purchaser’s Representations and Warranties. The Purchaser hereby represents and warrants to the Vendor that, as of the date hereof, and as of the Closing: 5.2.1 (a) the Purchaser is a corporation duly formed limited liability companyincorporated, validly existing, organized and in good standing, having subsisting under the capacity laws of the State of Delaware with the corporate power to sue own its assets and be sued in its own name, having full power, legal right and authority to carry on its business as currently conductedand has made all necessary filings under all applicable corporate, securities, and taxation laws or any other laws to execute, deliver and perform which the provisions of this AgreementPurchaser is subject; 5.2.2 The execution(b) the Purchaser has good and sufficient power, delivery, authority and performance right to enter into and deliver this Agreement and to complete the transactions to be completed by the Purchaser of contemplated hereunder; (c) this Agreement, Agreement constitutes a valid and the acquisition legally binding obligation of the AircraftPurchaser, has been duly authorized by all necessary action on behalf of Purchaser and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Purchaser is a party; 5.2.3 The person executing this Agreement on behalf of Purchaser has full power and authority to do so; 5.2.4 This Agreement constitutes the legal, valid and binding obligations of Purchaser and is enforceable against the Purchaser in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyancereorganization and other laws of general application limiting the enforcement of creditors' rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court; (d) neither the entering into nor the delivery of this Agreement nor the completion of the transactions contemplated hereby by the Purchaser will result in a violation of: (i) any of the provisions of the constating documents or by-laws of the Purchaser; (ii) any agreement or other instrument to which the Purchaser is a party or by which the Purchaser is bound; or (iii) any Applicable Law; (e) the Proformix Shares and the Warrant have been duly authorized and issued and all necessary corporate action has been taken to permit the transfer of the Proformix Shares and Warrant to the Vendor pursuant to the terms of this Agreement; (f) the issuance and transfer of the Proformix Shares and Warrant is in compliance with Applicable Law; (g) between January 1, 1998, and April 15, 1998, the Purchaser received an aggregate U.S.$2,787,000 in additional equity capital against issuance of 790,311 common shares; (h) as of the date of this Agreement, the issued and outstanding capital for the Purchaser is 4,749,132 common shares and 10 cumulative preference shares; (i) as of the date of this Agreement, there are outstanding warrants, options and similar instruments issued by the Purchaser which, if exercised, would increase the outstanding capital for the Purchaser by 1,720,621 common shares and with the resulting capital infusion of US $6,601,165; (j) the Purchaser is current in all of its filings with all appropriate federal, state and administrative agencies and regulators and is in compliance with all applicable securities laws in the United States and Canada; (k) within the last six months, the Purchaser has not committed any act of bankruptcy nor have proceedings been instituted by it or against it in respect to any bankruptcy, reorganization, moratorium and similar laws affecting arrangement, insolvency, liquidation or any other proceeding for the enforceability relief of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equitydebtors; 5.2.5 (l) in the three months prior to this Agreement, there has been no material adverse change in the Purchaser's business or financial affairs; (m) there has been no cease trade order made in the last year in respect to the trading of Proformix Shares; (n) the shares of Proformix are listed on NASDAQ OTC Electronic Bulletin Board and have been so listed for the 6 months prior to the date of this Agreement, and no proceedings have been instituted and no notices have been given in the last 6 months to delist the shares of Proformix from such NASDAQ OTC Electronic Bulletin Board; (o) the Purchaser has is a non-resident of Canada; (p) the Purchaser is not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer registered under Subdivision d of Division V of Part IX of the Aircraft that would become the obligation of Seller or a lien on the Aircraft nor does Purchaser have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of SellerExcise Tax Act (Canada); 5.2.6 Neither (q) the Purchaser nor any of its employees intends to export the Purchased Assets to a place outside Canada as soon as practicable after receiving delivery thereof; (r) the Purchaser is not acquiring the Purchased Assets for consumption, use or any assignee as defined supply in Article 8.7 hereof) is listed by Canada and will not process, transform or alter the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related Purchased Assets while in Canada, except to the identityextent reasonably necessary for, citizenship, location or business of Purchaser (or its assignee) or incidental to the purpose for which Purchaser (or its assignee) will use the Aircrafttheir transportation to a place outside Canada; and 5.2.7 No portion (s) the Purchaser is acquiring the ownership, possession or use under this Agreement of all or substantially all of the Purchase Price is derived from Anti-Money Laundering Laws, meaning those laws, regulations and sanctions, state and federal, criminal and civil, property that (a) limit can reasonably be regarded as being necessary for the use of and/or seek the forfeiture of proceeds from illegal transactions; (b) limit commercial transactions with designated countries or individuals believed Purchaser to be terrorists, narcotics dealers or otherwise engaged in activities contrary to capable of carrying on the interests Business of the United States; (c) require identification and documentation Vendor as a business within the meaning of section 167.1 of the parties with whom a financial institution conducts business; or Excise Tax Act (d) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the Patriot Act, the Bank Secrecy Act, the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seqCanada)., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.

Purchaser’s Representations and Warranties. The Purchaser hereby represents and warrants to the Vendors that, as of the date hereof, and as of the Closing: 5.2.1 (a) the Purchaser is a corporation duly formed limited liability companyorganized, validly existing, existing and in good standing, having standing under the capacity laws of the state of Delaware and is qualified to sue transact business and be sued is in good standing as a foreign corporation in the jurisdictions where it is required to qualify in order to conduct its own name, having full power, legal right businesses as presently conducted. The Purchaser has the corporate power and authority to own, lease or operate all properties and assets now owned, leased or operated by it and to carry on its business businesses as currently now conducted, and to ; (b) the Purchaser may execute, deliver and perform this Agreement without the provisions necessity of the Purchaser obtaining any consent, approval, authorization or waiver or giving any notice or otherwise, except for such consents, approvals, authorizations, waivers and notices which have been obtained and are unconditional and are in full force and effect and such notices which have been given; (c) the execution, delivery and performance of this AgreementAgreement do not and will not: (1) constitute a violation of the certificate of incorporation, as amended, or the bylaws, as amended, as the case may be, of the Purchaser; 5.2.2 The execution, delivery, and performance by Purchaser of this Agreement, and the acquisition of the Aircraft, has been duly authorized by all necessary action on behalf of Purchaser and do not conflict with or result in any breach (2) constitute a violation of any statute, judgment, order, decree or regulation or rule of any court, governmental authority or arbitrator applicable or relating to the terms or Purchaser; or (3) constitute a default under any document, instrument, or agreement contract to which the Purchaser is a partyparty except where such default would not have a material adverse effect upon the Purchaser or the ability of the Purchaser to perform its obligations under this Agreement; 5.2.3 The person executing (d) this Agreement on behalf of Purchaser has full power been duly authorized, executed and authority to do so; 5.2.4 delivered by the Purchaser. This Agreement constitutes the legal, valid and binding obligations obligation of Purchaser and is the Purchaser, enforceable against Purchaser in accordance with its terms subject to applicable terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and similar laws of general application relating to or affecting the enforceability enforcement of contractual obligations rights of creditors; (e) the authorized stock of the Purchaser consists of 20,000,000 shares of Common Stock, $.01 par value, of which 6,500,850 shares were issued and creditors’ rights generally outstanding as of the date hereof, and 5,000,000 shares of undesignated Preferred Stock, $.01 par value, none of which were issued and outstanding as of the date hereof. All such shares have been duly authorized and all such issued and outstanding shares have been validly issued and are fully paid and nonassessable; (f) the ForeFront Shares will be duly authorized and when issued, will be validly issued, fully paid, and non-assessable and will be free of any liens and encumbrances except as set forth herein or in the Exchange Rights Agreement or the Support Agreement and except for liens or encumbrances created by the application Vendors. (g) the Purchaser has furnished the Vendors with a true and complete copy of equitable all of its filings with the Securities and Exchange Commission (the "SEC") since December 31, 1996 (the "SEC Documents"). The SEC Documents comply in all respects with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC (together the "SEC Laws"). The Purchaser has, since its inception, complied in all material respects with the filing requirements of the SEC Laws. None of the SEC Documents contains any material untrue statement or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The SEC Documents contain an audited consolidated balance sheet of the Purchaser as of December 31, 1996 and the related consolidated statements of income and cash flow for the year then ended and the Purchaser's unaudited consolidated balance sheet as of March 31, 1997 and June 30, 1997 and the related unaudited consolidated statements of income and cash flow for the three month period then ended (collectively, the "Purchaser's Financials"). The Purchaser's Financials are correct in all material respects and have been prepared in accordance with United States generally accepted accounting principles by courts applied on a basis consistent throughout the periods indicated and consistent with each other. The Purchaser's Financials present fairly the financial condition and operating results and cash flows of competent jurisdictionthe Purchaser as of the dates and during the periods indicated therein, sitting at law subject, in the case of unaudited statements, to normal year-end adjustments, which will not be material in amount or significance, individually or in equitythe aggregate; 5.2.5 (h) Since the date of the balance sheet included in the Purchaser's most recently filed report on Form 10-Q, other than the sale of the Verona Technology to Hewlett-Packard Company, the Purchaser has conducted its business in the ordinary course and there has not entered into occurred: (i) any agreement for commissionsmaterial adverse change in the financial condition, brokerage fees liabilities, assets, business, or similar fees to be paid upon transfer prospects of the Aircraft Purchaser, (ii) any amendments or changes in the Articles of Incorporation or Bylaws of the Purchaser, (iii) any damage to, destruction or loss of any assets of the Purchaser that would become materially and adversely affects the obligation financial condition, business or prospects of Seller the Purchaser or a lien on the Aircraft nor does Purchaser have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Seller; 5.2.6 Neither Purchaser nor any of its employees subsidiaries, (iv) any sale of a material amount of property of the Purchaser, except in the ordinary course of business; or (v) any assignee material acquisition of other corporations or businesses; (i) There is no action, suit, proceeding, claim, arbitration or investigation pending, or as defined to which the Purchaser has received any notice of assertion nor, to the Purchaser's knowledge, is there a reasonable basis to expect such notice of assertion, against the Purchaser which would materially affect the Purchaser or that in Article 8.7 hereof) is listed by the United States Department any manner challenges or seeks to prevent, enjoin, alter or materially delay any of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Purchaser (or its assignee) or to the purpose for which Purchaser (or its assignee) will use the AircraftAgreement; and 5.2.7 No portion (j) The Purchaser does not have any material liability, obligation, expense, claim, deficiency, guaranty or endorsement of the Purchase Price is derived from Anti-Money Laundering Lawsany type, meaning those lawswhether accrued, regulations and sanctionsabsolute, state and federal, criminal and civil, that (a) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (b) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United States; (c) require identification and documentation of the parties with whom a financial institution conducts business; or (d) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the Patriot Act, the Bank Secrecy Act, the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seq., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.contingent,

Purchaser’s Representations and Warranties. Purchaser hereby represents and warrants that, to Seller as of the date hereof, and as of the Closingfollows: 5.2.1 (a) Purchaser is a corporation duly formed limited liability companyorganized, validly existing, existing and in good standingstanding under the laws of the State of Delaware and is duly licensed or qualified as a foreign corporation and authorized to do business in each jurisdiction in which the character of the properties and assets owned or held by it requires it to be so licensed or qualified, having except where the capacity failure to sue obtain such license or qualification would not have an adverse effect on the assets, the business, operations or financial condition of the Purchaser and be sued in its own namesubsidiaries, having taken as a whole. (b) Purchaser has full right, power, legal right capacity and authority to carry on its business as currently conducted, and to execute, deliver and perform this Agreement and all documents and instruments referred to herein or contemplated hereby and thereby, and to consummate the provisions transactions contemplated hereby, including the full right, power, legal capacity and authority to purchase the Assets. This Agreement has been duly executed and delivered by Purchaser and constitutes, and all documents and instruments referred to herein or contemplated hereby, when duly executed and delivered by Purchaser will constitute legal, valid and binding obligations of this Agreement;Purchaser, enforceable in accordance with their respective terms and conditions, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (whether applied in a proceeding at law or in equity). 5.2.2 (c) The execution, deliverydelivery and performance of this Agreement and the other documents and instruments referred to herein or contemplated hereby, and the consummation of the transactions contemplated hereby and thereby and the performance by Purchaser of its obligations hereunder and thereunder will not constitute a violation of, conflict with, or result in a default hereunder, (i) any mortgage, indenture, charter or by-law provision, contract, agreement, commitment or other instrument of any kind to which Purchaser is a party or by which Purchaser may be bound or affected, or (ii) any law, rule or regulation applicable to Purchaser, or any court injunction, order or decree, or any valid and enforceable order of any governmental agency having jurisdiction over Purchaser. (d) No legal action, suit or proceeding, judicial or administrative, or grievance, arbitration, investigation or claim, by or before any governmental agency, is pending or, to the knowledge of Purchaser, threatened which, if adversely determined, could have an adverse effect on the ability of Purchaser to perform its obligations under this Agreement or any other document or instrument referred to herein or contemplated hereby. (e) Except for the consents contemplated hereby or specified on Exhibit 7.2(e), no approval, consent or other order or action of or filing with any court, administrative agency, governmental authority or other third party is required for the execution, delivery or performance by Purchaser of this Agreement, or the other documents and the acquisition instruments referred to herein or contemplated hereby. Purchaser will exercise its commercially reasonable efforts (short of the Aircraft, has been duly authorized by all necessary action on behalf of Purchaser and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Purchaser is a party; 5.2.3 The person executing this Agreement on behalf of Purchaser has full power and authority to do so; 5.2.4 This Agreement constitutes the legal, valid and binding obligations of Purchaser and is enforceable against Purchaser in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; 5.2.5 Purchaser has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Seller or a lien on the Aircraft nor does Purchaser have any agreement or arrangement to pay any paying additional consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Seller; 5.2.6 Neither Purchaser nor any of its employees (or any assignee as defined third party) to deliver the consent specified in Article 8.7 hereof) is listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Purchaser (or its assignee) or to the purpose for which Purchaser (or its assignee) will use the Aircraft; and 5.2.7 No portion of the Purchase Price is derived from Anti-Money Laundering Laws, meaning those laws, regulations and sanctions, state and federal, criminal and civil, that (a) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (b) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United States; (c) require identification and documentation of the parties with whom a financial institution conducts business; or (d) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the Patriot Act, the Bank Secrecy Act, the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seq., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.Exhibit 7.2

Purchaser’s Representations and Warranties. Each Purchaser hereby separately represents and warrants that, to Seller as of the date hereof, and to itself as of the Closingfollows: 5.2.1 (a) If the Purchaser is a corporation, company or trust, (i) it is duly formed limited liability companyincorporated or formed, validly existing, existing and in good standingstanding under the laws of the jurisdiction of its organization (which is specified in Schedule A), having (ii) it has the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver enter into and perform the provisions of this Agreement; 5.2.2 The execution, delivery, and performance by Purchaser of this Agreement, and the acquisition of the Aircraft, (iii) this Agreement has been duly authorized by all necessary proper action on behalf of Purchaser such Purchaser, and do not conflict with or result in any breach of any of the terms or constitute a default under any document(iv) upon execution and delivery hereof by such Purchaser, instrument, or agreement to which Purchaser is a party; 5.2.3 The person executing this Agreement on behalf of Purchaser has full power will be duly executed and authority to do so; 5.2.4 This Agreement constitutes delivered by such Purchaser, and will represent the legal, valid and binding obligations obligation of Purchaser and is such Purchaser, enforceable against such Purchaser in accordance with its terms subject to applicable terms, except as enforceability may be limited by any bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and reorganization or similar laws affecting the enforceability of contractual obligations and creditors’ ' rights generally and by the application of general equitable principles by courts of competent jurisdiction, sitting (whether such enforceability is considered in a proceeding at law or in equity;). 5.2.5 (b) If the Purchaser is an individual, he has not entered all requisite power and authority to enter into and perform his obligations under this Agreement and to carry out the transactions contemplated hereby. This Agreement has been duly executed and delivered by Purchaser, and this Agreement is a valid and binding obligation of Purchaser, enforceable against him in accordance with its terms, except as enforceability may be limited by any agreement for commissionsbankruptcy, brokerage fees insolvency, moratorium, reorganization or similar fees to laws affecting creditors' rights generally and by general equitable principles (whether such enforceability is considered in a proceeding at law or in equity). (i) The Shares being purchased by Purchaser hereunder are being purchased for his or its sole benefit and account for investment and not with a view to, or for resale in connection with, a public offering or distribution, (ii) Purchaser agrees and acknowledges that such Shares may be paid upon transfer of the Aircraft that would become the obligation of Seller sold or a lien on the Aircraft nor does Purchaser have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Seller; 5.2.6 Neither Purchaser nor any of its employees (or any assignee as defined transferred only in Article 8.7 hereof) is listed by compliance with the United States Department Securities Act of Treasury on 1933, as amended (the Specifically Designated Nationals "Act") and Blocked Persons List other applicable securities laws, and GMAI's Certificate of Incorporation and By-Laws, and (iii) that the certificate or by certificates representing such Shares may be imprinted with a legend indicating that such stock is not registered under the United States Department Act or such other laws and noting that the transfer thereof is restricted. (d) Purchaser is familiar with Rule 501 under the Act and is an "accredited investor" within the meaning of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of that rule. (e) (i) Purchaser (or its assigneeadvisors or representatives) or have had access to the purpose for which extensive financial information concerning GMAI, and Purchaser (or its assigneeadvisors and representatives) will use have such knowledge and experience in financial and business matters that Purchaser is capable of utilizing the Aircraft; and 5.2.7 No portion information so available to it concerning GMAI to evaluate the risks of an investment in GMAI, and (ii) Purchaser has been advised that the Purchase Price Shares which he or it is derived from Anti-Money Laundering Lawspurchasing hereunder have not been registered under the Act, meaning those lawsand that, regulations and sanctionsaccordingly, state and federal, criminal and civil, that (a) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (b) limit commercial transactions with designated countries or individuals believed Purchaser may not be able to be terrorists, narcotics dealers sell or otherwise engaged dispose of such Shares when he or it may wish to do so. (f) Except as expressly provided in activities contrary Section 3, Seller has made no representation or warranty to Purchaser with respect to the interests Shares which he or it is purchasing hereunder, or GMAI, either orally or in writing. (g) Purchaser if an individual, or in the case of a trust the United States; trustee thereof, or in the case of a company the principal shareholder thereof is not in possession of any material nonpublic information concerning GMAI, including but not limited to information relating to GMAI's prospects, potential business combinations involving GMAI, any potential offer to acquire GMAI, GMAI's earnings or performance or operating results, any potential executive hirings by GMAI, acquisitions by GMAI of other businesses, or any other matter. (ch) require identification Purchaser if an individual, or if a trust such trust and documentation its trustee and each of the parties with whom its principal beneficiaries, or if a financial institution conducts business; or company its principal beneficial owner(s) (di) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the Patriot Act, the Bank Secrecy Act, the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seq., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq.has no net short position in GMAI Common Stock, and the sanction regulations promulgated pursuant thereto by the OFAC(ii) neither owns nor has obligations under any put, as well as laws call, option or other derivative security relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957GMAI Common Stock.

Purchaser’s Representations and Warranties. Purchaser hereby represents and warrants that, to Seller as of the date hereofof this Agreement as follows: 7.2.1 Purchaser has been duly incorporated under the laws of the State of Delaware and is in good standing under the laws of the State of Delaware, is duly qualified to transact business in the State of Texas, and as of has the Closing: 5.2.1 Purchaser is a duly formed limited liability company, validly existing, and in good standing, having the capacity to sue and be sued in its own name, having full power, legal right requisite power and authority to carry on its business as currently conducted, and to execute, deliver enter into and perform this Agreement and the provisions of this Agreement; 5.2.2 The execution, delivery, documents and performance instruments required to be executed and delivered by Purchaser pursuant hereto. This Agreement has been duly executed and delivered by Purchaser and is a valid and binding obligation of this AgreementPurchaser enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws affecting the enforcement thereof or relating to creditors’ rights generally. This Agreement and the acquisition of the Aircraft, has documents and instruments required to be executed and delivered by Purchaser pursuant hereto have each been duly authorized by all necessary corporate action on behalf the part of Purchaser and do that such execution, delivery and performance does and will not conflict with or result in a violation of Purchaser’s articles of incorporation or by-laws or any breach judgment, order or decree of any of the terms court or constitute a default under any document, instrument, or agreement arbiter to which Purchaser is a party;, or any agreement to which Purchaser and/or any of the Property is bound or subject. 5.2.3 The person executing this Agreement on behalf of Purchaser has full power and authority to do so; 5.2.4 This Agreement constitutes the legal, valid and binding obligations of Purchaser and is enforceable against Purchaser in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; 5.2.5 7.2.2 Purchaser has not entered into (i) made a general assignment for the benefit of creditors, (ii) filed any agreement for commissionsinvoluntary petition in bankruptcy or suffered the filing of any involuntary petition by Purchaser’s creditors, brokerage fees (iii) suffered the appointment of a receiver to take possession of all or similar fees to be paid upon transfer substantially all of Purchaser’s assets, (iv) suffered the Aircraft that would become the obligation attachment or other judicial seizure of Seller all, or a lien on the Aircraft nor does Purchaser have any agreement or arrangement substantially all, of Purchaser’s assets, (v) admitted in writing its inability to pay any consideration whatsoeverits debts as they come due, directly or indirectly(vi) made an offer of settlement, extension or composition to its creditors generally. Purchaser shall have no liability with respect to any employee, agent or independent contractor breach of Seller; 5.2.6 Neither Purchaser nor any of its employees (or any assignee as defined in Article 8.7 hereof) is listed by the United States Department of Treasury on the Specifically Designated Nationals a particular representation and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related warranty if Seller shall fail to the identity, citizenship, location or business of Purchaser (or its assignee) or to the purpose for which Purchaser (or its assignee) will use the Aircraft; and 5.2.7 No portion of the Purchase Price is derived from Anti-Money Laundering Laws, meaning those laws, regulations and sanctions, state and federal, criminal and civil, that (a) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; notify Purchaser thereof within a reasonable time after discovery thereof, or (b) limit commercial transactions commence an action against Purchaser with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary respect to the interests of the United States; breach in question within twelve (c12) require identification and documentation of the parties with whom a financial institution conducts business; or (d) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the Patriot Act, the Bank Secrecy Act, the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seqmonths after discovery thereof by Seller., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.

Purchaser’s Representations and Warranties. Purchaser hereby represents and warrants that, to Seller as of the date hereofof this Agreement as follows: 7.2.1 Purchaser has been duly incorporated under the laws of the State of Delaware and is in good standing under the laws of the State of Delaware, is duly qualified to transact business in the State of Texas, and as of has the Closing: 5.2.1 Purchaser is a duly formed limited liability company, validly existing, and in good standing, having the capacity to sue and be sued in its own name, having full power, legal right requisite power and authority to carry on its business as currently conducted, and to execute, deliver enter into and perform this Agreement and the provisions of this Agreement; 5.2.2 The execution, delivery, documents and performance instruments required to be executed and delivered by Purchaser pursuant hereto. This Agreement has been duly executed and delivered by Purchaser and is a valid and binding obligation of this AgreementPurchaser enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws affecting the enforcement thereof or relating to creditors' rights generally. This Agreement and the acquisition of the Aircraft, has documents and instruments required to be executed and delivered by Purchaser pursuant hereto have each been duly authorized by all necessary corporate action on behalf the part of Purchaser and do that such execution, delivery and performance does and will not conflict with or result in a violation of Purchaser's articles of incorporation or by-laws or any breach judgment, order or decree of any of the terms court or constitute a default under any document, instrument, or agreement arbiter to which Purchaser is a party;, or any agreement to which Purchaser and/or any of the Property is bound or subject. 5.2.3 The person executing this Agreement on behalf of Purchaser has full power and authority to do so; 5.2.4 This Agreement constitutes the legal, valid and binding obligations of Purchaser and is enforceable against Purchaser in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; 5.2.5 7.2.2 Purchaser has not entered into (i) made a general assignment for the benefit of creditors, (ii) filed any agreement for commissionsinvoluntary petition in bankruptcy or suffered the filing of any involuntary petition by Purchaser's creditors, brokerage fees (iii) suffered the appointment of a receiver to take possession of all or similar fees to be paid upon transfer substantially all of Purchaser's assets, (iv) suffered the Aircraft that would become the obligation attachment or other judicial seizure of Seller all, or a lien on the Aircraft nor does Purchaser have any agreement or arrangement substantially all, of Purchaser's assets, (v) admitted in writing its inability to pay any consideration whatsoeverits debts as they come due, directly or indirectly(vi) made an offer of settlement, extension or composition to its creditors generally. Purchaser shall have no liability with respect to any employee, agent or independent contractor breach of Seller; 5.2.6 Neither Purchaser nor any of its employees (or any assignee as defined in Article 8.7 hereof) is listed by the United States Department of Treasury on the Specifically Designated Nationals a particular representation and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related warranty if Seller shall fail to the identity, citizenship, location or business of Purchaser (or its assignee) or to the purpose for which Purchaser (or its assignee) will use the Aircraft; and 5.2.7 No portion of the Purchase Price is derived from Anti-Money Laundering Laws, meaning those laws, regulations and sanctions, state and federal, criminal and civil, that (a) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; notify Purchaser thereof within a reasonable time after discovery thereof, or (b) limit commercial transactions commence an action against Purchaser with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary respect to the interests of the United States; breach in question within twelve (c12) require identification and documentation of the parties with whom a financial institution conducts business; or (d) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the Patriot Act, the Bank Secrecy Act, the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seqmonths after discovery thereof by Seller., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.

Purchaser’s Representations and Warranties. In order to induce LATAM to enter into this Purchase Agreement, Purchaser hereby represents and warrants to LATAM that, as : (1) Purchaser (a) is a national banking association duly created under the laws of the date hereof, United States and as of (b) has the Closing: 5.2.1 Purchaser is a duly formed limited liability company, validly existing, and in good standing, having the capacity to sue and be sued in its own name, having full power, legal right power and authority to carry on its business as currently conducted, and to execute, deliver enter into and perform the provisions of this Agreement; 5.2.2 its obligations under each Operative Document. The execution, delivery, delivery and performance by Purchaser of this Agreement, and the acquisition of the Aircraft, has its obligations under each Operative Document to which it is a party have been duly authorized by all necessary corporate action on behalf the part of Purchaser. Such Operative Documents each have been (as and when delivered by Purchaser) duly executed and delivered by Purchaser and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Purchaser is a party; 5.2.3 The person executing this Agreement on behalf of Purchaser has full power and authority to do so; 5.2.4 This Agreement each constitutes the legal, valid and binding obligations obligation of Purchaser and is Purchaser, enforceable against Purchaser in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency or principles of equity or other laws of general application affecting the enforcement of creditors rights. (2) Purchaser holds all authorizations necessary to permit its execution and delivery of each Operative Document to which it is a party and the performance of its obligations thereunder; (3) neither the execution and delivery of any Operative Document by Purchaser, nor the performance by Purchaser of its obligations thereunder contravenes any of the provisions of its constitutional documents or any law applicable to it or to the Aircraft or any of its assets or conflicts with or results in a default under any document which is binding on Purchaser or any of its assets or results in the creation of any Lien over any of its assets; (4) it is subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium civil and similar laws affecting the enforceability of contractual commercial law with respect to its obligations under each Operative Document to which it is a party and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; 5.2.5 Purchaser has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Seller or a lien on the Aircraft nor does Purchaser have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Seller; 5.2.6 Neither Purchaser neither it nor any of its employees (or assets is entitled to any assignee as defined in Article 8.7 hereof) is listed by right of immunity and the United States Department entry into and performance of Treasury on the Specifically Designated Nationals each such Operative Document constitutes its private and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Purchaser (or its assignee) or to the purpose for which Purchaser (or its assignee) will use the Aircraftcommercial acts; and 5.2.7 No portion (5) there are no pending or, to Purchaser’s knowledge, threatened actions or proceedings before any court, arbitration or administrative agency in respect of this Purchase Agreement or any other Operative Document or the Aircraft or the performance by Purchaser of its obligations hereunder or under any other Operative Document to which it is a party. The representations and warranties above will survive execution of this Purchase Price is derived from Anti-Money Laundering Laws, meaning those laws, regulations Agreement and sanctions, state and federal, criminal and civil, that (a) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (b) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United States; (c) require identification and documentation of the parties with whom a financial institution conducts business; or (d) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed made and given on the date hereof and on the Delivery Date, with reference to include the Patriot Act, the Bank Secrecy Act, the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seqfacts and circumstances then existing., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.

Purchaser’s Representations and Warranties. Purchaser hereby ------------------------------------------ represents and warrants to Seller that, as of the date hereof, and as of the Closing: 5.2.1 (a) Purchaser is a corporation duly formed limited liability companyorganized, validly existing, existing and in good standingstanding (or with active status), having under the capacity to sue and be sued in laws of its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions jurisdiction of this Agreement;incorporation. 5.2.2 The execution, delivery, and performance by (b) Purchaser of this Agreement, and the acquisition of the Aircraft, has been duly authorized by all necessary action on behalf of Purchaser and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which Purchaser is a party; 5.2.3 The person executing this Agreement on behalf of Purchaser has full corporate power and authority to do so; 5.2.4 enter into and perform (x) this Agreement and (y) all documents and instruments to be executed by it pursuant to this Agreement, including the Escrow Agreement, the Service and Supplies Agreement substantially in the form attached hereto as Exhibit L-1 (the "Danka Service Agreement") and the ----------- Transitional Support Services Agreement substantially in the form attached hereto as Exhibit L-2 (the "Transitional Services Agreement"; and collectively, ----------- "Purchaser's Ancillary Documents"). The execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents by Purchaser and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the board of directors or a duly appointed committee of the board of directors of Purchaser and no other corporate proceedings are necessary on the part of Purchaser to authorize the execution, delivery and performance of this Agreement and the Purchaser's Ancillary Documents by Purchaser and the consummation by Purchaser of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Purchaser and constitutes the a legal, valid and binding obligations agreement of Purchaser and is Purchaser, enforceable against Purchaser in accordance with its terms and conditions, subject only to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability and general principles of contractual obligations equity. The Purchaser's Ancillary Documents when duly executed and creditors’ rights generally and delivered by the application Purchaser will constitute legal, valid and binding agreements of equitable the Purchaser, enforceable against the Purchaser in accordance with their terms and conditions, subject only to applicable bankruptcy, reorganization, moratorium and similar laws and general principles by courts of competent jurisdictionequity. (c) Except for the notifications, sitting at law or in equity; 5.2.5 Purchaser has not entered into any agreement for commissions, brokerage fees or similar fees applications and filings as are listed on a separate schedule to be paid upon transfer of the Aircraft that would become the obligation of Seller or a lien on the Aircraft nor does Purchaser have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Seller; 5.2.6 Neither Purchaser nor any of its employees (or any assignee as defined in Article 8.7 hereof) is listed delivered by the United States Department parties on or before April 16, 2001 (the "European Filings") or required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Treasury on 1976, as amended (the Specifically Designated Nationals "Xxxx-Xxxxx-Xxxxxx Act"), no consent, authorization, order or approval of, notice to, or filing or registration with, any governmental authority is required for the execution, delivery and Blocked Persons List or performance by Purchaser of this Agreement and Purchaser's Ancillary Documents, and the United States Department consummation by Purchaser of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related and Purchaser's Ancillary Documents. No representation is made pursuant to the identity, citizenship, location or business of Purchaser (or its assigneethis Section 4.2(c) or to the purpose for which Purchaser (or its assignee) will use the Aircraft; and4.2 5.2.7 No portion of the Purchase Price is derived from Anti-Money Laundering Laws, meaning those laws, regulations and sanctions, state and federal, criminal and civil, that (a) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (b) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United States; (c) require identification and documentation of the parties with whom a financial institution conducts business; or (d) are designed as to disrupt any consent, authorization, notice, order, approval, filing, registration or any violation, conflict or breach which arises by reason of the flow regulatory status of funds Seller or the Transferring Subsidiaries or by reason of any facts pertaining to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the Patriot Act, the Bank Secrecy Act, the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seqany of them., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.

Purchaser’s Representations and Warranties. Purchaser hereby represents and warrants that, to Seller that as of the date Closing Date: (i) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Purchaser and all necessary actions have been taken; (ii) this Agreement and the other Transaction Documents have been duly executed and delivered by Purchaser and constitute the valid and binding obligations of Purchaser enforceable in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency and similar laws affecting creditors’ rights and by general principles of equity; (iii) the execution and delivery of the Transaction Documents by Purchaser, the purchase of the Patent Rights in accordance with the terms hereof, and as of the Closing: 5.2.1 Purchaser is a duly formed limited liability company, validly existing, and in good standing, having the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions of this Agreement; 5.2.2 The execution, delivery, and performance consummation by Purchaser of this Agreement, the other transactions contemplated by the Transaction Documents do not and the acquisition of the Aircraft, has been duly authorized by all necessary action on behalf of Purchaser and do will not conflict with or result in any a breach by Purchaser of any of the terms or provisions of, or constitute a default under (a) Purchaser’s formation documents or bylaws, each as currently in effect, (b) any documentindenture, instrumentmortgage, deed of trust, or other material agreement or instrument to which Purchaser is a party; 5.2.3 The person executing this Agreement party or by which it or any of its properties or assets are bound, except as would not reasonably be expected to have a material adverse effect on behalf Purchaser’s business, assets, properties, operations or financial condition or its ability to perform its obligations hereunder, or (c) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Purchaser or any of Purchaser’s properties or assets, except as would not reasonably be expected to have a material adverse effect; and (iv) Purchaser has full all necessary power and authority under all applicable provisions of law to do so; 5.2.4 This Agreement constitutes the legal, valid execute and binding obligations of Purchaser deliver each Transaction Document and is enforceable against Purchaser in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors’ rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity; 5.2.5 Purchaser has not entered into any agreement for commissions, brokerage fees or similar fees to be paid upon transfer of the Aircraft that would become the obligation of Seller or a lien on the Aircraft nor does Purchaser have any agreement or arrangement to pay any consideration whatsoever, directly or indirectly, to any employee, agent or independent contractor of Seller; 5.2.6 Neither Purchaser nor any of its employees (or any assignee as defined in Article 8.7 hereof) is listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement related to the identity, citizenship, location or business of Purchaser (or its assignee) or to the purpose for which Purchaser (or its assignee) will use the Aircraft; and 5.2.7 No portion of the Purchase Price is derived from Anti-Money Laundering Laws, meaning those laws, regulations and sanctions, state and federal, criminal and civil, that (a) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (b) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United States; (c) require identification and documentation of the parties with whom a financial institution conducts business; or (d) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the Patriot Act, the Bank Secrecy Act, the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seqcarry out their provisions., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.