Common use of REPRESENTATIONS AND WARRANTIES OF SELLERS Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller represents and warrants to Buyer, as of the date hereof and as of the Closing Date, as follows: (a) Joust Group is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland. Joust Group has the requisite limited liability company power and authority to carry on the business in which it is engaged, to own its assets, to execute, deliver and perform its obligations under this Agreement and the Seller Documents, and to consummate the transaction contemplated hereby. (b) The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland. The Company has the requisite limited liability company power and authority to carry on the business in which it is engaged and to own its assets, including, without limitation, the Aircraft. (c) The execution and delivery by such Seller of, and the performance by such Seller of its obligations under, this Agreement and any other agreements, statements, certificates, instruments or other documents to be executed and delivered by the Sellers at the Closing pursuant to this Agreement (collectively, the “Seller Documents”) and the consummation by such Seller of the transaction contemplated hereby (i) have been or will be duly authorized and approved by all necessary action of such Seller, (ii) do not and will not require any further or additional consent, approval or authorization of such Seller, (iii) do not and will not violate, contravene or conflict with the Articles of Organization or Operating Agreement of Joust Group or the Company or any law, regulation, judgment, order or decree to which such Seller or the Company or any of such Seller’s or the Company’s assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a breach of, or constitute a default under, any contract, instrument, commitment or arrangement to which such Seller or the Company is a party, by which such Seller or the Company is bound or to which any of such Seller’s or the Company’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of such Seller’s or the Company’s assets. (d) This Agreement constitutes and each of the other Seller Documents will constitute the legal, valid and binding agreement of such Seller enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (e) To the best of such Seller’s knowledge, there are no actions, suits, proceedings, claims or demands of any kind, pending or threatened (collectively, “Claims”), against or affecting such Seller or the Company that restrain or prohibit (or seek to restrain or prohibit) the consummation by such Seller of the transaction contemplated hereby. (f) Mr. Xxxxxx Xxxxx (i) is the sole record holder and beneficial owner of the Xxxxxx Xxxxx Interest, free and clear of all Liens, (ii) has good and marketable title to the Xxxxxx Xxxxx Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Xxxxxx Xxxxx Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Xxxxxx Xxxxx Interest to any other Person. (g) Joust Group (i) is the sole record holder and beneficial owner of the Joust Group Interest, free and clear of all Liens, (ii) has good and marketable title to the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Joust Group Interest to any other Person. (h) The Company is the sole registered, legal and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”), together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the Engines and/or the Parts which are in the Company’s possession or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframe, the Engines and/or the Parts (all of the foregoing being referred to, collectively, as the “Aircraft”). (i) There are no Liens on or with respect to the Aircraft. (j) The Company is not a party to, or otherwise bound by, any agreement currently in effect, including, without limitation, with respect to the Aircraft, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyer, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the Company is not in breach or default of any of its obligations under any of the Existing Agreements. (k) Each of the Sellers is a party to the Amended and Restated Operating Agreement of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the member’s rights and obligations with respect to the Company. (l) Mr. Xxxxxx Xxxxx, in his capacity as Manager of the Company, consents to the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest as contemplated by this Agreement, pursuant to Section 5.1.A. of the Company’s Operating Agreement. (m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements. (o) Since its formation, the Company has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraft. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management Agreement: (i) all-risk hull insurance against any loss, theft or damage to the Aircraft (including, without limitation, extended coverage with respect to any Engine or Parts while removed from the Aircraft); and (ii) comprehensive aviation liability insurance (including, without limitation, aircraft passenger and property damage coverage) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, the “Additional Insureds”).

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller of the Sellers represents and warrants as to Buyer, as itself to each of the date hereof and as of the Closing Date, as followsPurchasers that: (a) Joust Group The Seller is a limited liability company an entity duly organized, organised and validly existing and in good standing under the laws of the State Grand Duchy of Maryland. Joust Group Luxembourg and has all the requisite limited liability company power and authority to carry on the business in which it is engagedauthority, to own its assetsand has taken all actions necessary, to execute, deliver and perform its obligations under this Agreement. This Agreement is a legal, valid and binding obligation of Seller, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganisation, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. The sale and delivery of the Shares by the Seller Documentsunder this Agreement, and to consummate the transaction contemplated hereby. (b) The Company is a limited liability company duly organized, validly existing and in good standing under compliance by the laws Seller with all of the State of Maryland. The Company has the requisite limited liability company power and authority to carry on the business in which it is engaged and to own its assets, including, without limitation, the Aircraft. (c) The execution and delivery by such Seller provisions of, and the performance by such the Seller of its obligations under, this Agreement and any other agreements, statements, certificates, instruments or other documents to be executed and delivered by the Sellers at consummation of the Closing pursuant to transactions contemplated in this Agreement (collectively, the “Seller Documents”) and the consummation by such Seller of the transaction contemplated hereby (i) have been or will be duly authorized and approved by all necessary action of such Seller, (ii) do not and will not require any further or additional consent, approval or authorization of such Seller, (iii) do not and will not violate, contravene or conflict with the Articles of Organization or Operating Agreement of Joust Group or the Company or any law, regulation, judgment, order or decree to which such Seller or the Company or any of such Seller’s or the Company’s assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a breach or violation of any of the terms or provisions of, or constitute a default under, (i) the constitutive documents of the Seller, (ii) any contractindenture, instrumentmortgage, commitment deed of trust, loan agreement, lease or arrangement other instrument to which such the Seller or the Company is a party, party or by which such the Seller or the Company is bound or to which any of such Seller’s or the Company’s assets are its properties is subject, and in each case, the breach or violation of which or default under which would be reasonably expected to have a material adverse effect on the ability of the Seller to comply with its obligations hereunder, or (viiii) do not and will not result in any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the imposition Seller or any of its subsidiaries or any of their properties, or any stock exchange authority or self-regulatory organisation (each, a "Governmental Authority"); and, other than the filing of a Lien on Form 4 and a Schedule 13D under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act") (a draft of each of which is attached hereto as Exhibits B and C, respectively) by the Seller or an affiliate thereof, no consent, approval, authorisation, order, registration, clearance or qualification or notification of, with or to any Governmental Authority is required for the sale and delivery of such Seller’s or the Company’s assets.Shares by the Seller under this Agreement; (d) This Agreement constitutes and each of the other Seller Documents will constitute the legal, valid and binding agreement of such Seller enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (eb) To the best of such the Seller’s knowledge, there are no actions, suits, proceedings, claims or demands 's knowledge following a review of any kind, pending or threatened the publicly available filings the Company has made with the United States Securities and Exchange Commission (collectively, “Claims”the "Commission"), against or affecting such Seller or the Company that restrain or prohibit has 75,308,040 Shares issued and outstanding; (or seek c) Immediately prior to restrain or prohibit) the consummation by such Seller delivery of the transaction contemplated hereby. (f) Mr. Xxxxxx Xxxxx (i) Shares to the Purchasers, the Seller is the sole true and lawful beneficial and record holder and beneficial owner of the Xxxxxx Xxxxx InterestShares and has and will have good and valid title to the Shares, free and clear of all Liensliens, (ii) has good and marketable title to the Xxxxxx Xxxxx Interestencumbrances, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Xxxxxx Xxxxx Interest to Buyerequities or claims, and (iv) has not entered into any agreement the Purchasers, when the Shares are delivered as provided in this Agreement, will be entitled to sell, hypothecate or otherwise dispose all the rights of a shareholder of the Xxxxxx Xxxxx Interest to any other Person.Company conferred by the Articles of Incorporation and by-laws of the Company; (g) Joust Group (i) is the sole record holder and beneficial owner of the Joust Group Interest, free and clear of all Liens, (ii) has good and marketable title to the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Joust Group Interest to any other Person. (h) The Company is the sole registered, legal and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”), together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the Engines and/or the Parts which are in the Company’s possession or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframe, the Engines and/or the Parts (all of the foregoing being referred to, collectively, as the “Aircraft”). (id) There are no Liens on legal or with respect governmental proceedings pending to which the Seller is a party or of which any property of the Seller is the subject which, if determined adversely to the Aircraft. (j) The Company is not Seller, would individually or in the aggregate have a party to, or otherwise bound by, any agreement currently in effect, including, without limitation, with respect to the Aircraft, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyer, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, material adverse effect on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the Company is not in breach or default of any of Seller's ability to perform its obligations under any of the Existing Agreements. (k) Each of the Sellers is a party to the Amended and Restated Operating Agreement of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the member’s rights and obligations with respect to the Company. (l) Mr. Xxxxxx Xxxxx, in his capacity as Manager of the Company, consents to the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest as contemplated by this Agreement, pursuant and, to Section 5.1.A. the best of the Company’s Operating Agreement. (m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formationSeller's knowledge, the Company has not engaged in no such proceedings are threatened or operated any business contemplated by Governmental Authorities or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements. (o) Since its formation, the Company has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraft. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management Agreement: (i) all-risk hull insurance against any loss, theft or damage to the Aircraft (including, without limitation, extended coverage with respect to any Engine or Parts while removed from the Aircraft)threatened by others; and (iie) comprehensive aviation liability insurance Neither the Seller nor any person (includingincluding without limitation Anglo American plc) acting on its behalf has offered or sold any Shares by means of any general solicitation or general advertising within the meaning of Rule 502(c) under the United States Securities Act of 1933, without limitation, aircraft passenger and property damage coverage) in an amount equal to Five Hundred Million Dollars as amended ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, the “Additional Insureds”"Securities Act").

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller Seller, severally and not jointly, represents and warrants to Buyer, the Purchasers as follows as of the date hereof and as of the Closing Date, as followsdate of the settlement of the transaction pursuant to Section 2 of this Agreement: (a) Joust Group is a limited liability company duly organizedSuch Seller owns the number of Shares set forth opposite its name on Schedule A hereto free and clear of all liens, validly existing charges, pledges, encumbrances and in good standing under rights of third parties. Except for such Shares set forth on Schedule A, such Seller does not own, beneficially or of record, or have the laws option or right to acquire, any other shares of capital stock of the State Company. No person or entity has asserted any claim or commenced or threatened any litigation concerning such Seller’s title to its Shares. Upon delivery of Maryland. Joust Group the Shares, such Seller will convey to the Company or Xxxxxxxxxxx Xxxxxx, as applicable, lawful and valid title to its Shares, free and clear of any liens, pledges, encumbrances, charges, agreements, restrictions, or claims of any kind, other than those imposed by applicable securities laws. (b) Such Seller has the requisite corporate or limited liability company power and authority to carry on the business in which it is engaged, to own its assets, to execute, deliver and perform its obligations under enter into this Agreement and the Seller Documents, and to consummate the transaction transactions contemplated hereby. (b) The Company is a limited liability company hereby have been duly organized, validly existing and in good standing under the laws authorized by all necessary corporate action of the State of Maryland. The Company has the requisite limited liability company power and authority to carry on the business in which it is engaged and to own its assets, including, without limitation, the Aircraftsuch Seller. (c) The execution and delivery by such Seller of, and the performance by such Seller of its obligations under, this Agreement and any other agreements, statements, certificates, instruments or other documents to be executed and delivered by the Sellers at the Closing pursuant to this Agreement (collectively, the “Seller Documents”) and the consummation by such Seller of the transaction contemplated hereby (i) have been or will be duly authorized and approved by all necessary action of such Seller, (ii) do not and will not require any further or additional consent, approval or authorization of such Seller, (iii) do not and will not violate, contravene or conflict with the Articles of Organization or Operating Agreement of Joust Group or the Company or any law, regulation, judgment, order or decree to which such Seller or the Company or any of such Seller’s or the Company’s assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a breach of, or constitute a default under, any contract, instrument, commitment or arrangement to which such Seller or the Company is a party, by which such Seller or the Company is bound or to which any of such Seller’s or the Company’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of such Seller’s or the Company’s assets. (d) This Agreement constitutes and each of the other Seller Documents will constitute the a legal, valid and binding agreement obligation of such Seller Seller, enforceable against such Seller in accordance with its terms, except as such enforceability may be limited affected by bankruptcy, moratorium, insolvency, reorganization moratorium or other similar laws affecting or by legal or equitable principles related to or limiting the enforcement of creditors’ rights generally generally. (d) The execution, delivery and performance of this Agreement by such Seller and the consummation of the transactions contemplated hereby will not result in a breach or violation by such Seller of, or constitute a default by such Seller under, any judgment, decree, order, governmental permit, license, agreement, indenture, instrument, statute, rule or regulation to which such Seller is a party or by general principles which Seller is bound, other than any breach, violation or default that would not materially impair the ability of equity (regardless the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, and no authorization, approval or consent, except such as have been obtained, is required in connection with the execution, delivery and performance by such Seller of whether such enforceability is considered in a proceeding at law this Agreement or in equity)the consummation of the transactions contemplated hereby. (e) To As of the best date hereof, there is no suit, action investigation or proceeding pending or, to the knowledge of such Seller’s knowledge, there are no actionsthreatened against such Seller, suits, proceedings, claims or demands that could materially impair the ability of any kind, pending or threatened (collectively, “Claims”), against or affecting such Seller to perform its obligations hereunder or to consummate the Company that restrain or prohibit (or seek to restrain or prohibit) the consummation by such Seller of the transaction transactions contemplated hereby. (f) Mr. Xxxxxx Xxxxx (i) is the sole record holder and beneficial owner of the Xxxxxx Xxxxx Interest, free and clear of all Liens, (ii) has good and marketable title to the Xxxxxx Xxxxx Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Xxxxxx Xxxxx Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Xxxxxx Xxxxx Interest to any other Person. (g) Joust Group (i) is the sole record holder and beneficial owner of the Joust Group Interest, free and clear of all Liens, (ii) has good and marketable title to the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Joust Group Interest to any other Person. (h) The Company is the sole registered, legal and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”), together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom hereby to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the Engines and/or the Parts which are in the Company’s possession or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframe, the Engines and/or the Parts (all of the foregoing being referred to, collectively, as the “Aircraft”). (i) There are no Liens on or with respect to the Aircraft. (j) The Company is not a party to, or otherwise bound by, any agreement currently in effect, including, without limitation, with respect to the Aircraft, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyer, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the Company is not in breach or default of any of its obligations under any of the Existing Agreements. (k) Each of the Sellers it is a party to the Amended and Restated Operating Agreement of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the member’s rights and obligations with respect to the Companyparty. (l) Mr. Xxxxxx Xxxxx, in his capacity as Manager of the Company, consents to the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest as contemplated by this Agreement, pursuant to Section 5.1.A. of the Company’s Operating Agreement. (m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements. (o) Since its formation, the Company has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraft. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management Agreement: (i) all-risk hull insurance against any loss, theft or damage to the Aircraft (including, without limitation, extended coverage with respect to any Engine or Parts while removed from the Aircraft); and (ii) comprehensive aviation liability insurance (including, without limitation, aircraft passenger and property damage coverage) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, the “Additional Insureds”).

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller represents Sellers hereby jointly and warrants severally represent and warrant to Buyer, Purchaser as of the date hereof and as of the Closing Date, as followsthat: (a) Joust Group Sellers are the sole beneficial owners of the Sellers' Shares, in the proportionate interests set out in the recitals hereto, free and clear of all liens, charges, mortgages, security interests, adverse claims, pledges, encumbrances, demands or rights of others whatsoever and have full right, power and authority to sell the Seller's Shares in accordance with the provisions hereof; (b) the recitals hereto are true and correct in fact and in substance; (c) neither the execution and delivery of this Agreement by Sellers, nor the performance of Sellers' obligations hereunder will be in conflict with, or result in the breach of, or constitute a default by any of the Sellers under any document of any kind to which any of the Sellers is a limited liability company duly organizedparty, validly existing or to the best of the knowledge, information and belief of each of the Sellers, under any judgment, decree, order, law, statute, rule or regulation applicable to Sellers; (d) each of the Sellers is in existence and in good standing under (if a corporation) and has the laws capacity to execute and deliver this Agreement; (e) this Agreement has been duly executed and delivered by each of the State of Maryland. Joust Group has the requisite limited liability company power Sellers and authority to carry on the business in which it is engaged, to own its assets, to execute, deliver and perform its obligations under this Agreement and the Seller Documents, and to consummate the transaction contemplated hereby. (b) The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland. The Company has the requisite limited liability company power and authority to carry on the business in which it is engaged and to own its assets, including, without limitation, the Aircraft. (c) The execution and delivery by such Seller of, and the performance by such Seller of its obligations under, this Agreement and any other agreements, statements, certificates, instruments or other all documents required hereunder to be executed and delivered by the Sellers at shall have been duly executed and delivered by the Sellers and this Agreement does and such documents and instruments shall, constitute legal, valid and binding obligations of Sellers enforceable in accordance with their respective terms; (f) all necessary corporate action has been taken or will be taken prior to Closing by any corporate Seller to duly authorize the execution and delivery of this Agreement and all closing and other documentation and acts contemplated or required herein; (g) there is no litigation, proceeding or governmental investigation in progress, pending, threatened or contemplated, relating to the Shares owned by the Sellers and there is no outstanding execution, judgment, decree, injunction, rule or order of any court or governmental body affecting the Shares; (h) endorsement and delivery of certificates representing the Shares for exchange pursuant to this Agreement (collectively, by Sellers shall constitute a representation and warranty to Purchaser that the “Seller Documents”) representations and warranties made by Sellers in this Agreement are true and correct at the consummation by such Seller Time of Closing as if they had been made at the transaction contemplated hereby Time of Closing; (i) have Worldwide has been duly incorporated and is validly subsisting under the laws of the Province of Ontario; (j) Worldwide has conducted and is conducting its business in compliance in all material respects with all applicable laws, rules and regulations of each jurisdiction in which it carries on business and holds all material licenses, registrations and qualifications in all jurisdictions in which it carries on business in order to carry on its business as now conducted and all such licenses, registrations or qualifications are valid and existing and in good standing; (k) no person, firm or corporation has any agreement, option, warrant or any right capable of becoming an agreement for the purchase, subscription or issuance of any of the unissued shares in the capital of Worldwide; (l) Worldwide is not subject to any judgment, order, writ, injunction or decree of any court or governmental body which would prevent the carrying out of this Agreement or consummation of the transactions herein contemplated; (m) neither the execution and delivery of this Agreement by Sellers, nor the performance of Sellers' obligations hereunder, will be duly authorized and approved by all necessary action of such Seller, (ii) do not and will not require any further or additional consent, approval or authorization of such Seller, (iii) do not and will not violate, contravene or in conflict with the Articles of Organization or Operating Agreement of Joust Group or the Company or any law, regulation, judgment, order or decree to which such Seller or the Company or any of such Seller’s or the Company’s assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a the breach of, or constitute a default under, by Worldwide under its constating documents or any contract, instrument, commitment or arrangement document of any kind to which such Seller or the Company Worldwide is a party, party or by which such Seller it is bound, or the Company is bound under any judgment, decree, order, law, statute, rule or regulation applicable to which any of such Seller’s or the Company’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of such Seller’s or the Company’s assets.Worldwide; (dn) This Agreement constitutes and each there is no litigation which is material to the business or financial condition of Worldwide, (for the other Seller Documents will constitute the legalpurposes of this Agreement, valid and binding agreement of such Seller enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization "material" means any claim or other similar laws affecting item amounting to or limiting the enforcement of creditors’ rights generally valued at $5,000 or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equitymore). (e) To the best of such Seller’s knowledge, there are is no actionssuit, suitsaction, proceedingslitigation, claims arbitration proceeding or demands of any kindgovernmental proceeding, including appeals and applications for review, in progress, pending or threatened (collectively, “Claims”)in writing, against or affecting such Seller relating to Worldwide or its properties or business which if determined adversely to Worldwide might materially and adversely affect the properties, business, or the Company that restrain or prohibit (or seek to restrain or prohibit) the consummation by such Seller financial condition of the transaction contemplated hereby. (f) Mr. Xxxxxx Xxxxx (i) is the sole record holder and beneficial owner of the Xxxxxx Xxxxx Interest, free and clear of all Liens, (ii) has good and marketable title to the Xxxxxx Xxxxx Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Xxxxxx Xxxxx Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Xxxxxx Xxxxx Interest to any other Person. (g) Joust Group (i) is the sole record holder and beneficial owner of the Joust Group Interest, free and clear of all Liens, (ii) has good and marketable title to the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Joust Group Interest to any other Person. (h) The Company is the sole registered, legal and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”), together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the Engines and/or the Parts which are in the Company’s possession or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframe, the Engines and/or the Parts (all of the foregoing being referred to, collectively, as the “Aircraft”). (i) There are no Liens on or with respect to the Aircraft. (j) The Company is not a party to, or otherwise bound by, any agreement currently in effect, including, without limitation, with respect to the Aircraft, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyer, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the Company is not in breach or default of any of its obligations under any of the Existing Agreements. (k) Each of the Sellers is a party to the Amended and Restated Operating Agreement of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the member’s rights and obligations with respect to the Company. (l) Mr. Xxxxxx Xxxxx, in his capacity as Manager of the Company, consents to the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest as contemplated by this Agreement, pursuant to Section 5.1.A. of the Company’s Operating Agreement. (m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements.Worldwide; (o) Since its formation, the Company Worldwide has no direct or indirect subsidiaries and does not own any securities of any other person; (p) Worldwide has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws regulations and regulations orders and decisions rendered by any regulatory agency relating to the ownership, management and operation protection of the Aircraft. (p) The Company environment or the use, storage, or disposal or transport of toxic or hazardous wastes or substances. There are no orders or directions relating to environmental matters requiring any work or capital expenditures with respect to the business or assets of Worldwide nor has no obligations Worldwide received notice of same. Worldwide has not received any notice that it is potentially responsible for a cleanup or liabilities except for its obligations and liabilities corrective action under the Existing Agreements.any environmental laws; (q) The Company maintains the following insurance coverage all books and records of Worldwide, financial, corporate or otherwise, have been kept in accordance with respect to the Aircraft good bookkeeping practices, are true and correct in all respects and are in Worldwide's possession or under its control; (r) Worldwide has conducted and is conducting its business in compliance with Section 13 all applicable laws, rules and regulations of each jurisdiction in which any material portion of its business is carried on and is duly licensed, registered or qualified in all jurisdictions in which the failure to be so licensed, registered or qualified would have a material adverse effect on the business of Worldwide, and all such licenses, registrations or qualifications are valid and existing and in good standing and none contain any term, provision, condition or limitation which has a material adverse effect on the operation of the Management Agreement:business of Worldwide, as now carried on or proposed to be carried on; (is) all-risk hull insurance against Worldwide is not a party to or bound by any losscollective bargaining agreement with any labour union or association. There are no discussions, theft negotiations, demands or damage proposals that are pending or have been conducted or made with or by any labour union or association, Worldwide is not presently the subject of any organization efforts on the part of any labour organization seeking to represent any employees of Worldwide and there are not pending or threatened any labour disputes, strikes or work stoppages that may have a material adverse effect upon the continued business or operation of Worldwide; (t) Worldwide has not declared or paid any dividends or made any distribution on its shares to the Aircraft date hereof; (includingu) all material national, state, provincial, local and other taxes, including without limitation, extended coverage income taxes, corporate franchise taxes, and sales and ad valorem taxes. due and payable by Worldwide on or before the date of this Agreement have been paid, and Worldwide has filed all tax returns and reports required to be filed by it with respect to any Engine or Parts while removed from all such taxing authorities. No assessments of deficiencies have been made against Worldwide and no extensions of time are in effect for the Aircraft); andassessment of deficiencies; (iiv) comprehensive aviation liability insurance (includingall licenses, without limitationfranchises, aircraft passenger permits, easements, certificates, consents, rights and property damage coverage) privileges material to the conduct of the business of Worldwide or, to the knowledge of any of the Sellers, necessary for the lawful conduct of such business, pursuant to applicable statutes, laws, ordinances, rules and regulations of governmental bodies, agencies and other authorities having jurisdiction over Worldwide, or any part of its operations, are in an amount equal full force and effect, there are no violations or claimed violations thereof and copies thereof have heretofore been furnished to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, the “Additional Insureds”)Purchaser or will be finished to the Purchaser.

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller Seller, respectively and for its own behalf, represents and warrants to Buyer, as of the date hereof and as of the Closing Date, as follows: (a) Joust Group Each of the Company, Kristara and Bxxxxx is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland. Joust Group New Jersey and that each has the requisite limited liability company power and authority to carry on the business in which it is engaged, engaged and to own its assets, to execute, deliver and perform its obligations under this Agreement and the Seller Documents, and to consummate the transaction contemplated hereby. (b) The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland. The Company has the requisite limited liability company power and authority to carry on the business in which it is engaged and to own its assets, including, without limitation, the Aircraft. (c) The execution and delivery by such Seller of, and the performance by such Seller of its obligations under, under this Agreement and any other agreements, statements, certificates, instruments or other documents to be executed and delivered by the Sellers at the Closing pursuant to this Agreement (collectively, the “Seller Documents”) and the consummation by such Seller of the transaction contemplated hereby (i) have been or will be duly authorized and approved by all necessary action of such Seller, (ii) do not and will not require any further or additional consent, approval or authorization of such Seller, (iii) do not and will not violate, contravene or conflict with the Articles articles of Organization organization or Operating Agreement operating agreement of Joust Group or the Company such Seller or any lawLaw, regulation, judgment, order or decree to which such Seller or the Company or any of such Seller’s or the Company’s assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a breach of, or constitute a default under, any contract, instrument, commitment or arrangement to which such Seller or the Company is a party, by which such Seller or the Company is bound or to which any of such Seller’s or the Company’s assets are subject, and (vi) do not and will not result in the imposition of a Lien lien on any of such Seller’s or the Company’s assets. (dc) This Agreement constitutes and each of the other Seller Documents will constitute the legal, valid and binding agreement of such Seller enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws Laws affecting or limiting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law Law or in equity). (ed) To the best of such Seller’s knowledge, there are no actions, suits, proceedings, claims or demands of any kind, pending or threatened (collectively, “Claims”), against or affecting such Seller or the Company that restrain or prohibit (or seek to restrain or prohibit) the consummation by such Seller of the transaction contemplated hereby. (fe) Mr. Xxxxxx Xxxxx the LED Members (i) is are the sole record holder holders and beneficial owner owners of the Xxxxxx Xxxxx Interest, free and clear of all Liens, (ii) has have good and marketable title to the Xxxxxx Xxxxx Interest, (iii) has have the full right, title, power and authority to validly sell, assign, transfer and convey the Xxxxxx Xxxxx Interest to Buyer, and (iv) has have not entered into any agreement to sell, hypothecate or otherwise dispose of the Xxxxxx Xxxxx Interest to any other Personperson. (g) Joust Group (i) is the sole record holder and beneficial owner of the Joust Group Interest, free and clear of all Liens, (ii) has good and marketable title to the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Joust Group Interest to any other Person. (h) The Company is the sole registered, legal and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”), together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the Engines and/or the Parts which are in the Company’s possession or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframe, the Engines and/or the Parts (all of the foregoing being referred to, collectively, as the “Aircraft”). (i) There are no Liens on or with respect to the Aircraft. (j) The Company is not a party to, or otherwise bound by, any agreement currently in effect, including, without limitation, with respect to the Aircraft, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyer, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the Company is not in breach or default of any of its obligations under any of the Existing Agreements. (k) Each of the Sellers is a party to the Amended and Restated Operating Agreement of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the member’s rights and obligations with respect to the Company. (l) Mr. Xxxxxx Xxxxx, in his capacity as Manager of the Company, consents to the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest as contemplated by this Agreement, pursuant to Section 5.1.A. of the Company’s Operating Agreement. (mf) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements. (o) Since its formation, the Company has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraft. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management Agreement: (i) all-risk hull insurance against any loss, theft or damage to the Aircraft (including, without limitation, extended coverage with respect to any Engine or Parts while removed from the Aircraft); and (ii) comprehensive aviation liability insurance (including, without limitation, aircraft passenger and property damage coverage) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, the “Additional Insureds”).

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller represents Sellers, to induce Buyers to enter into this Agreement and warrants to Buyer, as complete the sale and purchase of the date hereof Cel Art hereunder, represent, warrant and as of the Closing Date, covenant to Buyers as follows: (a) Joust Group is a limited liability company duly organizedSellers have no knowledge of, validly existing and in good standing under the laws have received no written notice from, any governmental authority asserting any violation of any federal, state, county or municipal laws, ordinances, codes, orders, regulations or requirements affecting any portion of the State of MarylandCel Art. Joust Group has the requisite limited liability company power and authority to carry on the business in which it There is engagedno action, suit or proceeding pending or, to own its assetsthe knowledge of Sellers, threatened against or affecting Seller or the Cel Art or any portion thereof relating to executeor arising out of the ownership of the Cel Art, deliver and perform its obligations under this Agreement and the Seller Documentsin any court or before or by any federal, and to consummate the transaction contemplated herebystate, county or municipal department, commission, board, bureau or agency or other governmental instrumentality. (b) The Company is a limited liability company Sellers hold clear title to the Cel Art. Sellers are duly organized, validly existing persons and in good standing under the laws of the State of Maryland. The Company has the have full legal right and all requisite limited liability company power and authority to carry on the business in which it is engaged and to own its assets, including, without limitation, the Aircraft. (c) The execution and delivery by such Seller of, and the performance by such Seller of its obligations under, enter into this Agreement and any other agreementsto perform its obligations hereunder. The execution, statements, certificates, instruments or other documents to be delivery and performance of this Agreement by Sellers and the consummation by Sellers of the transaction contemplated hereby have been duly and effectively authorized by the Sellers. This Agreement has been duly executed and delivered by the Sellers at the Closing pursuant to this Agreement and constitutes a valid and legally binding obligation of Sellers, enforceable against Sellers in accordance with its terms. (collectivelyc) Sellers have entered into no agreements of sale, the “Seller Documents”) and the consummation by such Seller of the transaction contemplated hereby (i) have been or will be duly authorized and approved by all necessary action of such Seller, (ii) do not and will not require any further or additional consent, approval or authorization of such Seller, (iii) do not and will not violate, contravene or conflict with the Articles of Organization or Operating Agreement of Joust Group or the Company or any law, regulation, judgment, order or decree to which such Seller or the Company or any of such Seller’s or the Company’s assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing withoptions, or any notice toother claims to possession affecting the Cel Art. To the best of Sellers' knowledge, no other party has any Person (beyond that which has already been obtained), (v) do not and will not result in a breach of, right or constitute a default under, option to acquire the Cel Art or any contract, instrument, commitment or arrangement to which such Seller or the Company is a party, by which such Seller or the Company is bound or to which any of such Seller’s or the Company’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of such Seller’s or the Company’s assetsportion thereof. (d) This No representation, statement or warranty by Sellers contained in this Agreement constitutes and each contains or will contain any untrue statements or omits or will omit a material fact necessary to make the statement of fact therein recited not misleading. If, after Sellers' execution hereof, any event occurs or condition exists which renders any of the other Seller Documents will constitute the legalrepresentations contained herein untrue or misleading, valid and binding agreement of such Seller enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity)Sellers shall promptly notify Buyers. (e) To the best of such Seller’s Sellers' knowledge, there are no actions, suits, proceedings, claims or demands of any kind, proceedings pending or threatened (collectivelyby or against Sellers in bankruptcy, “Claims”), against insolvency or affecting such Seller reorganization in any state or the Company that restrain or prohibit (or seek to restrain or prohibit) the consummation by such Seller of the transaction contemplated herebyfederal court. (f) Mr. Xxxxxx Xxxxx (i) is the sole record holder and beneficial owner of the Xxxxxx Xxxxx Interest, free and clear of all Liens, (ii) has good and marketable title to the Xxxxxx Xxxxx Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Xxxxxx Xxxxx Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Xxxxxx Xxxxx Interest to any other Person. (g) Joust Group (i) is the sole record holder and beneficial owner of the Joust Group Interest, free and clear of all Liens, (ii) has good and marketable title to the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Joust Group Interest to any other Person. (h) The Company is the sole registered, legal and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”), together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the Engines and/or the Parts which are in the Company’s possession or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframe, the Engines and/or the Parts (all of the foregoing being referred to, collectively, as the “Aircraft”). (i) There are no Liens on or with respect to the Aircraft. (j) The Company is not a party to, or otherwise bound by, any agreement currently in effect, including, without limitation, with respect to the Aircraft, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyer, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the Company is not in breach or default of any of its obligations under any of the Existing Agreements. (k) Each of the Sellers is a party to the Amended and Restated Operating Agreement of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the member’s rights and obligations with respect to the Company. (l) Mr. Xxxxxx Xxxxx, in his capacity as Manager of the Company, consents to the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest as contemplated by this Agreement, pursuant to Section 5.1.A. of the Company’s Operating Agreement. (m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements. (o) Since its formation, the Company has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraft. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management Agreement: (i) all-risk hull insurance against any loss, theft or damage to the Aircraft (including, without limitation, extended coverage with respect to any Engine or Parts while removed from the Aircraft); and (ii) comprehensive aviation liability insurance (including, without limitation, aircraft passenger and property damage coverage) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, the “Additional Insureds”).

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller represents and warrants to Buyer, the Company as of the date hereof follows (as to such Seller and not as of the Closing Date, as follows:to any other Seller): (a) Joust Group Each Seller that is a limited liability company not an individual is duly organized, organized and validly existing and in good standing under the laws of the State its ju- risdiction of Marylandorganization. Joust Group Each Seller has the all requisite limited liability company power pow- er and authority to carry on the business in which it is engaged, to own its assets, to execute, execute and deliver and perform its obligations under this Agreement and the Seller Documents, Registration Rights Agreement and to perform its obligations hereunder and to consummate the transaction transactions contemplated herebyhere- by and thereby. This Agreement and the Registration Rights Agreement have been duly executed and delivered by each Seller and, assuming the due execution hereof and thereof by the Com- pany, this Agreement and the Registration Rights Agreement con- stitute the legal, valid and binding obligation of each Seller enforceable in accordance with the terms hereof and thereof. (b) The Company is a limited liability company duly organized, validly existing and in good standing under the laws Shares listed on Schedule 1 constitute all of the State shares of MarylandCommon Stock owned of record and/or ben- eficially by each Seller (other than shares of Common Stock underlying the Company's employee stock options or restricted stock agreements with the Company or held in an employee bene- fit plan of the Company) and/or the affiliates of such Seller (other than the Company or any subsidiary of the Company, or any employee benefit plan thereof (or related employee benefit trust)) (the "Seller Affiliates"). The Upon consummation of the Company has Repurchase at the requisite limited liability company power Closing, as contemplated by this Agreement, good title to the Repurchased Shares will be de- livered to the Company, free and authority to carry on the business in which it is engaged and to own its assets, including, without limitation, the Aircraftclear of any Encumbrances. (c) The Neither the execution and delivery by such Seller of, and the performance by such Seller Sellers of its obligations under, this Agreement and any other agreements, statements, certificates, instruments or other documents to be executed and delivered nor the consummation by the Sellers at of the Closing pursuant to this Agreement (collectivelytransactions contemplated hereby will violate or con- flict with, or constitute a default under, or result in the “Seller Documents”) and creation or imposition of any Encumbrance upon any of the consummation by as- sets or properties of such Seller of the transaction contemplated hereby under (i) have been in the case of any Seller that is not an individual, the certificate of incorpora- tion, bylaws, trust agreement or will be duly authorized and approved by all necessary action other organizational documents of such Seller, (ii) do not and will not require any further or additional consent, approval or authorization of such Seller, (iii) do not and will not violate, contravene or conflict with the Articles of Organization or Operating Agreement of Joust Group or the Company or any law, regulationagreement, judgment, order or decree other obligation to which such Seller or the Company or any of such Seller’s or the Company’s assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a breach of, or constitute a default under, any contract, instrument, commitment or arrangement to which such Seller or the Company is a party, party or by which such Seller is bound, or (iii) assuming the representation by the Company in Section 5(c) is bound or to which correct, any of such Seller’s or the Company’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of such Seller’s or the Company’s assets. (d) This Agreement constitutes and each of the other Seller Documents will constitute the legal, valid and binding agreement of such Seller enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (e) To the best of such Seller’s knowledge, there are no actions, suits, proceedings, claims or demands of any kind, pending or threatened (collectively, “Claims”), against or affecting regulation ap- plicable to such Seller or the Company that restrain its assets or prohibit (properties, except for such violations, conflicts, breaches, defaults or seek to restrain or prohibit) the consummation by such Seller of the transaction contemplated hereby. (f) Mr. Xxxxxx Xxxxx (i) is the sole record holder and beneficial owner of the Xxxxxx Xxxxx Interest, free and clear of all Liens, Encumbrances under clauses (ii) has good and marketable title to the Xxxxxx Xxxxx Interest, or (iii) has which (x) would not prevent, mate- rially delay or materially adversely affect the full right, title, power and authority to validly sell, assign, transfer and convey the Xxxxxx Xxxxx Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose consummation of the Xxxxxx Xxxxx Interest to any other Person. (g) Joust Group (i) is the sole record holder and beneficial owner of the Joust Group Interest, free and clear of all Liens, (ii) has good and marketable title to the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Joust Group Interest to any other Person. (h) The Company is the sole registered, legal and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”), together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the Engines and/or the Parts which are in the Company’s possession or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframe, the Engines and/or the Parts (all of the foregoing being referred to, collectively, as the “Aircraft”). (i) There are no Liens on or with respect to the Aircraft. (j) The Company is not a party to, or otherwise bound by, any agreement currently in effect, including, without limitation, with respect to the Aircraft, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyer, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the Company is not in breach or default of any of its obligations under any of the Existing Agreements. (k) Each of the Sellers is a party to the Amended and Restated Operating Agreement of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the member’s rights and obligations with respect to the Company. (l) Mr. Xxxxxx Xxxxx, in his capacity as Manager of the Company, consents to the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest as transactions contemplated by this Agreement, pursuant Agreement or (y) will be waived or otherwise released prior to Section 5.1.A. the Closing as promptly as practicable (but in any event within 60 days) following the date of the Company’s Operating this Agreement. (m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements. (o) Since its formation, the Company has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraft. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management Agreement: (i) all-risk hull insurance against any loss, theft or damage to the Aircraft (including, without limitation, extended coverage with respect to any Engine or Parts while removed from the Aircraft); and (ii) comprehensive aviation liability insurance (including, without limitation, aircraft passenger and property damage coverage) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, the “Additional Insureds”).

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller represents Sellers hereby represent and warrants warrant to Buyer, as of the date hereof and as of the Closing Date, each Purchaser as follows: (a) Joust Group Each Seller is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Maryland. Joust Group has the requisite limited liability company power and authority to carry on the business in which it is engaged, to own its assets, to execute, deliver and perform its obligations under this Agreement and the Seller Documents, and to consummate the transaction contemplated herebyincorporation. (b) The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland. The Company Each Seller has the all requisite limited liability company power and authority to carry execute and deliver into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by each Seller and the consummation by each Seller of the transactions contemplated hereby have been duly authorized by all necessary action on the business in which it is engaged and to own its assets, including, without limitation, the Aircraftpart of Seller. (c) The execution and delivery by such Seller of, and the performance by such Seller of its obligations under, this This Agreement and any other agreements, statements, certificates, instruments or other documents to be has been duly executed and delivered by the Sellers at the Closing pursuant to each Seller and (assuming that this Agreement (collectively, the “Seller Documents”) and the consummation by such Seller of the transaction contemplated hereby (i) have been or will be duly authorized and approved by all necessary action of such Seller, (ii) do not and will not require any further or additional consent, approval or authorization of such Seller, (iii) do not and will not violate, contravene or conflict with the Articles of Organization or Operating Agreement of Joust Group or the Company or any law, regulation, judgment, order or decree to which such Seller or the Company or any of such Seller’s or the Company’s assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a breach of, or constitute a default under, any contract, instrument, commitment or arrangement to which such Seller or the Company is a partylegal, by which such Seller or the Company is bound or to which any of such Seller’s or the Company’s assets are subjectvalid, and (vibinding obligation of each other parties hereto) do not and will not result in the imposition of constitutes a Lien on any of such Seller’s or the Company’s assets. (d) This Agreement constitutes and each of the other Seller Documents will constitute the legal, valid and binding agreement obligation of such Seller each Seller, enforceable against such each Seller in accordance with its terms, except as such enforceability may be limited by subject to the effects of bankruptcy, moratorium, insolvency, reorganization reorganization, moratorium or other similar laws relating to or affecting the rights of creditors or limiting the enforcement of creditors’ rights generally or by general principles of equity equity. (regardless d) The execution and delivery of whether such enforceability this Agreement by each Seller and the consummation by each Seller of the transactions contemplated hereby will not (A) violate any provision of any existing law, statute, rule, regulation or ordinance applicable to either Seller or (B) conflict with, result in any breach of or constitute a default under (1) the Certificate of Incorporation or By-laws of either Seller, (2) any order, writ, judgment, award or decree of any court, governmental authority, bureau or agency to which either Seller is considered in a proceeding at law party or in equity)by which either Seller may be bound or (3) any contract or other agreement or undertaking to which either Seller is a party or by which either Seller may be bound. (e) To No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, is required by or with respect to either Seller in connection with the best execution and delivery of such Seller’s knowledge, there are no actions, suits, proceedings, claims this Agreement or demands of any kind, pending or threatened (collectively, “Claims”), against or affecting such Seller or the Company that restrain or prohibit (or seek to restrain or prohibit) the consummation by such either Seller of the transaction transactions contemplated herebyhereby except for (i) such as have been obtained prior to the date hereof and (ii) consent of Fxxxxxxx Bxxxxxxx Xxxxxx & Co., Inc. to the transfer of the Shares pursuant to that certain lock-up agreement dated March 31, 2006. (f) Mr. Xxxxxx Xxxxx (i) is the sole record holder Each Seller has, and beneficial owner upon transfer by Sellers of the Xxxxxx Xxxxx InterestShares hereunder, free and clear of all LiensPurchasers will have, (ii) has good and marketable title to the Xxxxxx Xxxxx Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Xxxxxx Xxxxx Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Xxxxxx Xxxxx Interest to any other Person. (g) Joust Group (i) is the sole record holder and beneficial owner of the Joust Group InterestShares, free and clear of all Liensany claims, (ii) has good liens, encumbrances, security interests, restrictions and marketable title to the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to Buyer, and (iv) has not entered into adverse claims of any agreement to sell, hypothecate kind or otherwise dispose of the Joust Group Interest to any other Person. (h) The Company is the sole registered, legal and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”), together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the Engines and/or the Parts which are in the Company’s possession or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframe, the Engines and/or the Parts (all of the foregoing being referred to, collectively, as the “Aircraft”). (i) nature whatsoever. There are no Liens on outstanding subscriptions, options, warrants, rights, contracts, understandings or with respect agreements to the Aircraft. (j) The Company is not a party to, purchase or otherwise bound by, any agreement currently in effect, including, without limitation, with respect to acquire the Aircraft, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyer, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the Company is not in breach or default of any of its obligations under any of the Existing AgreementsShares. (k) Each of the Sellers is a party to the Amended and Restated Operating Agreement of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the member’s rights and obligations with respect to the Company. (l) Mr. Xxxxxx Xxxxx, in his capacity as Manager of the Company, consents to the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest as contemplated by this Agreement, pursuant to Section 5.1.A. of the Company’s Operating Agreement. (m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements. (o) Since its formation, the Company has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraft. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management Agreement: (i) all-risk hull insurance against any loss, theft or damage to the Aircraft (including, without limitation, extended coverage with respect to any Engine or Parts while removed from the Aircraft); and (ii) comprehensive aviation liability insurance (including, without limitation, aircraft passenger and property damage coverage) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, the “Additional Insureds”).

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller represents represents, warrants, and warrants covenants severally but not jointly to Buyer, as of with the date hereof understanding Buyer is relying upon such representations, warranties, and as of the Closing Date, as follows: covenants that: (a) Joust Group is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland. Joust Group Each Seller has the requisite limited liability company power full right, power, and authority to carry on enter into this Agreement and be bound by the business in which it is engagedterms of this Agreement and have obtained the consent of any other person or entity, to own its assets, to execute, deliver other than as required herein; (b) the execution and perform its obligations under delivery of this Agreement and the Seller Documents, and to consummate the transaction contemplated hereby. (b) The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland. The Company has the requisite limited liability company power and authority to carry on the business in which it is engaged and to own its assets, including, without limitation, the Aircraft. (c) The execution and delivery by such Seller of, and the performance by such each Seller of its obligations under, this Agreement and any other agreements, statements, certificates, instruments or other documents to be executed and delivered by the Sellers at the Closing pursuant to this Agreement (collectivelyAgreement, the “Seller Documents”) and the consummation by such Seller of the transaction contemplated hereby (i) have been or will be duly authorized and approved by all necessary action of such Seller, (ii) do not and will not require constitute a breach of or a default under any further other agreement or additional consent, approval or authorization obligation applicable to such Seller; (c) the execution and delivery of this Agreement by Sellers will constitute the valid and binding obligation of such Seller, (iii) do not and will not violate, contravene or conflict with the Articles of Organization or Operating Agreement of Joust Group or the Company or any law, regulation, judgment, order or decree to which such Seller or the Company or any of such Seller’s or the Company’s assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a breach of, or constitute a default under, any contract, instrument, commitment or arrangement to which such Seller or the Company is a party, by which such Seller or the Company is bound or to which any of such Seller’s or the Company’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of such Seller’s or the Company’s assets. ; (d) This Agreement constitutes and to the knowledge of each of the other Seller Documents will constitute the legal, valid and binding agreement of such Seller enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (e) To the best of such Seller’s knowledge, there are no actions, suits, proceedings, claims or demands of any kindinvestigations involving, pending or Company and/or YLK AZ, threatened (collectively, “Claims”), against or involving such Seller, Company, and/or YLK AZ, brought by any Seller, Company, and/or YLK AZ, affecting such Seller Seller, Company, and/or YLK AZ, or the Company that restrain or prohibit (or seek to restrain or prohibit) the consummation by such Seller any of the transaction contemplated hereby. rights and obligations described therein, at law or in equity or before or by any federal, state, municipal, or other governmental department, commission, board, agency, or instrumentality, domestic or foreign, nor has any such action, suit, proceeding, or investigation been pending during the twenty-four (24) month period preceding the Effective Date; (e) all information supplied by any Seller, Company, and/or YLK AZ or its agents to Buyer is, to such Seller’s knowledge, true, complete, and correct and does not fail to state a material fact necessary to make any of such information misleading; (f) Mr. Xxxxxx Xxxxx each Seller has free, clear and unencumbered title to its respective Membership Interests; (ig) each Seller: (I) is acquiring the sole record holder and beneficial owner Warrants pursuant to an exemption from registration under the Securities Act of 1934, as amended (the “Securities Act”) solely for investment with no present intention to distribute any of the Xxxxxx Xxxxx Interest, free and clear securities to any person in violation of all Liens, (ii) has good and marketable title to the Xxxxxx Xxxxx Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Xxxxxx Xxxxx Interest to BuyerSecurities Act or any other applicable securities laws, and (ivII) has will not entered into any agreement to sell, hypothecate sell or otherwise dispose of any of the Xxxxxx Xxxxx Interest to Warrants, except in compliance with the registration requirements or exemption provisions of the Securities Act and any other Person. (g) Joust Group applicable securities laws; and (i) is the sole record holder and beneficial owner each Seller has, will, and/or shall ensure compliance of the Joust Group InterestClosing Deliverables applicable to such Seller, free and clear of all Liens, (ii) has good and marketable title to the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Joust Group Interest to any other Person. (h) The Company is the sole registered, legal and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”), together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the Engines and/or the Parts which are in the Company’s possession or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframe, the Engines and/or the Parts (all of the foregoing being referred to, collectively, as the “Aircraft”). (i) There are no Liens on or with respect to the Aircraft. (j) The Company is not a party to, or otherwise bound by, any agreement currently in effect, including, without limitation, with respect to the Aircraft, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyer, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the Company is not in breach or default of any of its obligations under any of the Existing Agreements. (k) Each of the Sellers is a party to the Amended and Restated Operating Agreement of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the member’s rights and obligations with respect to the Company. (l) Mr. Xxxxxx Xxxxx, in his capacity as Manager of the Company, consents to the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest as contemplated by this Agreement, YLK AZ pursuant to Section 5.1.A. of 5 herein. The Parties agree the Company’s Operating Agreementwarranties provided herein this Section 6 shall expire on the date that is twelve (12) months following the Closing Date. (m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements. (o) Since its formation, the Company has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraft. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management Agreement: (i) all-risk hull insurance against any loss, theft or damage to the Aircraft (including, without limitation, extended coverage with respect to any Engine or Parts while removed from the Aircraft); and (ii) comprehensive aviation liability insurance (including, without limitation, aircraft passenger and property damage coverage) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, the “Additional Insureds”).

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller represents and warrants to Buyer, as of the date hereof Parent and as of the Closing Date, Acquisition as follows:: 2 (a) Joust Group Each of Seller A, Seller B and Seller C is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Maryland. Joust Group has the requisite limited liability company power and authority to carry on the business in which it is engaged, to own its assets, to execute, deliver and perform its obligations under this Agreement and the Seller Documents, and to consummate the transaction contemplated herebyincorporation. (b) The Company is a limited liability company duly organizedEach of Seller A, validly existing Seller B, Seller C and in good standing under the laws of the State of Maryland. The Company Seller E has the requisite limited liability company all necessary power and authority to carry on the business in which it is engaged execute and deliver this Agreement, to perform its obligations hereunder and to own its assets, including, without limitation, consummate the Aircrafttransactions contemplated hereby. (c) The execution execution, delivery and delivery by such Seller of, and the performance by such Seller of its obligations under, this Agreement and any other agreements, statements, certificates, instruments or other documents to be executed the consummation of the transactions contemplated hereby have been duly and delivered validly authorized by the Sellers at board of directors of each of Seller A, Seller B, Seller C and Seller E and no other proceedings on the Closing pursuant part of any of Seller A, Seller B, Seller C or Seller E are necessary to authorize this Agreement (collectively, the “Seller Documents”) and the consummation by such Seller of the transaction contemplated hereby (i) have been or will be duly authorized and approved by all necessary action of such Seller, (ii) do not and will not require any further or additional consent, approval or authorization of such Seller, (iii) do not and will not violate, contravene or conflict with the Articles of Organization or Operating Agreement of Joust Group or the Company or any law, regulation, judgment, order or decree to which such Seller or the Company or any of such Seller’s or the Company’s assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a breach of, or constitute a default under, any contract, instrument, commitment or arrangement to which such Seller or the Company is a party, by which such Seller or the Company is bound or to which any of such Seller’s or consummate the Company’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of such Seller’s or the Company’s assetstransactions so contemplated. (d) This Agreement has been duly and validly executed and delivered by each Seller and constitutes and each of the other Seller Documents will constitute the a legal, valid and binding agreement of such each Seller enforceable against such each Seller in accordance with its terms, except as such that the enforceability hereof may be limited by subject to applicable bankruptcy, moratorium, insolvency, reorganization insolvency or other similar laws now or hereinafter in effect affecting or limiting the enforcement of creditors’ ' rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity)generally. (e) To The execution, delivery and performance by the best Sellers of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) contravene or conflict with the Certificate of Incorporation or By-Laws of any of Seller A, Seller B or Seller C or any organizational or governing documents of Seller E; (ii) contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to any Seller, any of their respective subsidiaries or any of their respective properties; (iii) conflict with, or result in the breach or termination of any provision of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation, or loss of any benefit to which any Seller or any of its subsidiaries is entitled under any provision of any agreement, contract, license or other instrument binding upon such Seller’s knowledge, there are no actionsany of its subsidiaries or any of their respective properties, suitsor allow the acceleration of the performance of, proceedings, claims or demands any obligation of any kindSeller or any of its subsidiaries under any indenture, pending mortgage, deed of trust, lease, license, contract, instrument or threatened other agreement to which such Seller or any of its subsidiaries is a party or by which any Seller or any of its subsidiaries or any of their respective assets or properties is subject or bound; or (iv) result in the creation or imposition of any security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, “Claims”), against or affecting such "Liens") on any asset of any Seller or any of its subsidiaries, except in the Company that restrain or prohibit (or seek to restrain or prohibit) the consummation by such Seller case of the transaction contemplated hereby. (f) Mr. Xxxxxx Xxxxx (i) is the sole record holder and beneficial owner of the Xxxxxx Xxxxx Interest, free and clear of all Liens, clauses (ii) has good and marketable title to the Xxxxxx Xxxxx Interest), (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Xxxxxx Xxxxx Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Xxxxxx Xxxxx Interest to any other Person. (g) Joust Group (i) is the sole record holder and beneficial owner of the Joust Group Interest, free and clear of all Liens, (ii) has good and marketable title to the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Joust Group Interest to any other Person. (h) The Company is the sole registered, legal and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”), together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the Engines and/or the Parts which are in the Company’s possession or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframe, the Engines and/or the Parts (all of the foregoing being referred to, collectively, as the “Aircraft”). (i) There are no Liens on or with respect to the Aircraft. (j) The Company is not a party to, or otherwise bound by, any agreement currently in effect, including, without limitation, with respect to the Aircraft, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyer, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the Company is not in breach or default of any of its obligations under any of the Existing Agreements. (k) Each of the Sellers is a party to the Amended and Restated Operating Agreement of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the member’s rights and obligations with respect to the Company. (l) Mr. Xxxxxx Xxxxx, in his capacity as Manager of the Company, consents to the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest as contemplated by this Agreement, pursuant to Section 5.1.A. of the Company’s Operating Agreement. (m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements. (o) Since its formation, the Company has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraft. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management Agreement: (i) all-risk hull insurance against any loss, theft or damage to the Aircraft (including, without limitation, extended coverage with respect to any Engine or Parts while removed from the Aircraft); and (ii) comprehensive aviation liability insurance (including, without limitation, aircraft passenger and property damage coverage) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, the “Additional Insureds”).

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller represents and warrants to Buyer, as of the date hereof and as of the Closing Date, Buyer as follows: (a) Joust Group is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland. Joust Group Seller has the requisite limited liability company necessary legal capacity, power and authority to carry on the business in which it is engaged, to own its assets, to execute, deliver and perform its obligations under carry out the terms and provisions of this Agreement and the Seller Documents, and to consummate the transaction transactions contemplated hereby., and has taken all necessary action to authorize the execution, delivery and performance of this Agreement; (b) The Company is This Agreement has been duly and validly authorized, executed and delivered by Seller and, assuming due authorization, execution and delivery by and on behalf of Buyer, constitutes a limited liability company duly organizedlegal, validly existing valid and binding obligation of Seller, enforceable in good standing under the laws of the State of Maryland. The Company has the requisite limited liability company power and authority to carry on the business in which it is engaged and to own accordance with its assets, including, without limitation, the Aircraft.terms; (c) As of the date hereof Seller is the owner, beneficially and of record, of the Shares, free and clear of any Liens and will transfer at Closing to Buyer good and valid title to the Shares free and clear of any Liens; (d) The execution and delivery by such Seller ofof this Agreement do not, and the performance by such Seller of its obligations under, this Agreement and any other agreements, statements, certificates, instruments or other documents to be executed and delivered by the Sellers at the Closing pursuant to this Agreement (collectively, the “Seller Documents”) and the consummation by such Seller of the transaction transactions contemplated hereby will not, (i) have been violate or will be duly authorized and approved by all necessary action conflict with any provision of such the trust, charter or organizational documents or by-laws or comparable documents of Seller, (ii) do not and will not require any further or additional consent, approval or authorization of such Seller, (iii) do not and will not violate, contravene or conflict with the Articles of Organization or Operating Agreement of Joust Group or the Company or any law, regulation, judgment, order or decree to which such Seller or the Company or any of such Seller’s or the Company’s assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a breach of, or constitute a default under, any contract, instrument, commitment or arrangement to which such Seller or the Company is a party, by which such Seller or the Company is bound or to which any of such Seller’s or the Company’s assets are subject, and (vi) do not and will not result in the imposition of any Liens under, cause or permit the acceleration of any obligation under, or violate or conflict with the terms, conditions or provisions of, any note, indenture, security agreement, lease, guaranty, joint venture agreement, or other contract, agreement or instrument to which Seller is a Lien on party or by which Seller or any of such Seller’s the Shares is bound, or the Company’s assets. (diii) This Agreement constitutes and each of the other Seller Documents will constitute the legal, valid and binding agreement of such Seller enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is considered result in a proceeding at law breach or in equity). (e) To the best of such Seller’s knowledge, there are no actions, suits, proceedings, claims or demands of any kind, pending or threatened (collectively, “Claims”), against or affecting such Seller or the Company that restrain or prohibit (or seek to restrain or prohibit) the consummation violation by such Seller of the transaction contemplated hereby. (f) Mr. Xxxxxx Xxxxx (i) is the sole record holder and beneficial owner of the Xxxxxx Xxxxx Interest, free and clear of all Liens, (ii) has good and marketable title to the Xxxxxx Xxxxx Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Xxxxxx Xxxxx Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Xxxxxx Xxxxx Interest to any other Person. (g) Joust Group (i) is the sole record holder and beneficial owner of the Joust Group Interest, free and clear of all Liens, (ii) has good and marketable title to the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Joust Group Interest to any other Person. (h) The Company is the sole registered, legal and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”), together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the Engines and/or the Parts which are in the Company’s possession or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframe, the Engines and/or the Parts (all of the foregoing being referred to, collectively, as the “Aircraft”). (i) There are no Liens on or with respect to the Aircraft. (j) The Company is not a party to, or otherwise bound by, any agreement currently in effect, including, without limitation, with respect to the Aircraft, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyer, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the Company is not in breach or default of any of its obligations under any of the Existing Agreements. (k) Each of the Sellers is a party to the Amended and Restated Operating Agreement of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the member’s rights and obligations with respect to the Company. (l) Mr. Xxxxxx Xxxxx, in his capacity as Manager of the Company, consents to the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest as contemplated by this Agreement, pursuant to Section 5.1.A. of the Company’s Operating Agreement. (m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements. (o) Since its formation, the Company has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraft. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management Agreement: (i) all-risk hull insurance against any loss, theft or damage to the Aircraft law (including, without limitation, extended coverage applicable federal securities laws and regulations), rule or regulation or any order, injunction, judgment or decree of any court, governmental authority or regulatory agency; (e) There exists no restriction upon the sale and delivery to Buyer of the Shares by Seller, nor is Seller required to obtain the approval of any person or entity or any court, governmental authority or regulatory agency to effect the sale of such Shares in accordance with respect the terms hereof; (f) The sale of the Shares by Seller pursuant to this Agreement shall not be by or through a broker-dealer or otherwise through a broker or finder. No person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon Buyer for any commission, fee or other compensation pursuant to any Engine agreement, arrangement or Parts while removed from the Aircraft)understanding entered into by or on behalf of any Seller; and (iig) comprehensive aviation liability insurance (includingSeller possesses such expertise, without limitationexperience, aircraft passenger knowledge and property damage coverage) sophistication in an amount equal financial and business matters generally, and is capable of evaluating the merits and economic risks of selling the Shares, and of protecting its own interests in connection with the sale of the Shares. In entering into this Agreement and selling the Shares to Five Hundred Million Dollars ($500,000,000) single limit liability coveragebe sold by it hereunder, which names Buyer Seller is relying solely upon the advice of its own financial, legal and Xxxxxxx Corporation tax advisors. Seller acknowledges that the sale of the Shares to be sold by it hereunder is the result of independent arms-length negotiations between Seller and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, the “Additional Insureds”)Buyer.

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller represents and warrants to Buyerwarrants, as of the date hereof severally and as of the Closing Datenot jointly, as follows: (a) Joust Group such Seller is a limited liability company duly organizedthe sole legal, validly existing beneficial and in good standing under the laws record owner of the State Securities set forth opposite such Seller's name on Exhibit A, free and clear of Maryland. Joust Group has the requisite limited liability company power any and authority to carry on the business in which it is engagedall liens, to own its assetsclaims, to executecharges, deliver and perform its obligations under this Agreement and the Seller Documentsrights or other encumbrances of any kind or nature whatsoever, and such Seller does not own, directly or indirectly, any additional Company securities (except that Stout will retain the Retained Stock, subject to consummate the transaction contemplated hereby.terms of this Agreexxxx); (b) The Company is a limited liability company duly organizedthe execution, validly existing delivery and in good standing under the laws of the State of Maryland. The Company has the requisite limited liability company power and authority to carry on the business in which it is engaged and to own its assets, including, without limitation, the Aircraft. (c) The execution and delivery by such Seller of, and the performance by such Seller of its obligations under, this Agreement and any other agreements, statements, certificates, instruments or other documents to be executed and delivered by the Sellers at the Closing pursuant to this Agreement (collectively, the “Seller Documents”) and the consummation by such Seller of the transaction transactions contemplated hereby (i) have been or will be duly and lawfully authorized and approved by all necessary action on the part of such Seller, and such Seller has the full power and authority to enter into and perform such Seller's obligations under this Agreement; (iic) do not this Agreement constitutes the valid and will not require any further or additional consent, approval or authorization binding obligation of such Seller, (iii) do not and will not violate, contravene or conflict with the Articles of Organization or Operating Agreement of Joust Group or the Company or any law, regulation, judgment, order or decree to which such Seller or the Company or any of such Seller’s or the Company’s assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a breach of, or constitute a default under, any contract, instrument, commitment or arrangement to which such Seller or the Company is a party, by which such Seller or the Company is bound or to which any of such Seller’s or the Company’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of such Seller’s or the Company’s assets. (d) This Agreement constitutes and each of the other Seller Documents will constitute the legal, valid and binding agreement of such Seller enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by subject to principles of public policy and bankruptcy, moratorium, insolvency, reorganization or other insolvency and similar laws affecting the rights of creditors generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought; (d) the consummation of the transactions contemplated by this Agreement (i) does not and will not (with or limiting without the enforcement passage of creditors’ rights generally time) contravene any provision of the formation or by general principles organizational documents of equity such Seller (regardless if applicable), as in effect of whether such enforceability is considered in a proceeding at the date hereof, (ii) does not and will not (with or without the passage of time) violate any law or regulation, or any order or decree of any court or governmental authority applicable to such Seller, (iii) does not and will not (with or without the passage of time) conflict with or result in equity).the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any material contract or agreement of such Seller, and (iv) does not and will not (with or without the passage of time) result in the creation or imposition of any lien or encumbrance on the Securities; (e) To the best of such Seller’s knowledge, there are no actions, suits, proceedings, claims or demands of any kind, pending or threatened (collectively, “Claims”), against or affecting such Seller or the Company that restrain or prohibit (or seek to restrain or prohibit) the consummation by such Seller of the transaction transactions contemplated hereby.by this Agreement does not require and will not (with or without the passage of time) require the consent or approval of any other person or entity including without limitation any governmental authority; (f) Mr. Xxxxxx Xxxxx (i) no agent, broker, investment banker, person or firm acting under the authority of such Seller is the sole record holder and beneficial owner of the Xxxxxx Xxxxx Interest, free and clear of all Liens, (ii) has good and marketable title to the Xxxxxx Xxxxx Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Xxxxxx Xxxxx Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Xxxxxx Xxxxx Interest will be entitled to any broker's or finder's fee or any other Person.commission directly or indirectly in connection with the transactions contemplated herein; and (g) Joust Group (i) Such Seller acknowledges that it is capable of evaluating the sole record holder merits and beneficial owner risks of the Joust Group Interesttransactions contemplated hereby, free such Seller has had an adequate opportunity to ask questions and clear of receive answers from the Company concerning any and all Liens, (ii) has good and marketable title matters relating to the Joust Group Interest, (iii) transactions described herein and has had the full right, title, power opportunity to review the terms and authority to validly sell, assign, transfer and convey conditions of the Joust Group Interest to BuyerAgreement with legal counsel of its choice, and (iv) such Seller has not entered into any agreement decided to sell, hypothecate or otherwise dispose of sell the Joust Group Interest to any other Person. (h) The Company is the sole registered, legal Securities based upon such Seller's review and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”), together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the Engines and/or the Parts which are in the Company’s possession or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframe, the Engines and/or the Parts (all of the foregoing being referred to, collectively, as the “Aircraft”). (i) There are no Liens on or with respect to the Aircraft. (j) The Company is not a party to, or otherwise bound by, any agreement currently in effect, including, without limitation, with respect to the Aircraft, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyer, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the Company is not in breach or default of any of its obligations under any of the Existing Agreements. (k) Each of the Sellers is a party to the Amended and Restated Operating Agreement investigation of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to Company nor any other party has made any oral or written representation, inducement, promise or agreement currently to Seller in effect relating to the operation or management of the Company or the member’s rights and obligations connection with respect to the Company. (l) Mr. Xxxxxx Xxxxx, in his capacity as Manager of the Company, consents to the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest Securities, other than as contemplated by expressly set forth in this Agreement, pursuant to Section 5.1.A. of the Company’s Operating Agreement. (m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements. (o) Since its formation, the Company has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraft. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management Agreement: (i) all-risk hull insurance against any loss, theft or damage to the Aircraft (including, without limitation, extended coverage with respect to any Engine or Parts while removed from the Aircraft); and (ii) comprehensive aviation liability insurance (including, without limitation, aircraft passenger and property damage coverage) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, the “Additional Insureds”).

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller represents Subject to the provisions of Articles 11 and warrants 12, Sellers acting jointly hereby warrant to Buyer, Buyers that as of at the date hereof and the following representations, which are made except as specifically provided in this Article 10 exclusively in respect of the Business, are true and accurate and will be reiterated on Closing Date, as followssubject only to the provisions of Article 9.2.11: (a) Joust Group is a limited liability company 10.1 Corporate Organization and Power 10.1.1 Sellers are companies duly incorporated, organized and validly existing under the laws of their jurisdiction of incorporation. Except as disclosed in Schedule 10.1.1(a), the Companies are companies duly incorporated, organized, validly existing and in good standing under the laws of their jurisdiction of incorporation. Sellers and/or, as the State case may be, the relevant Sellers’ Affiliates have all requisite corporate power and authority to enter into this Agreement and the Ancillary Agreements and to consummate the transactions referred to herein and therein. All corporate acts and other proceedings required to be taken by Sellers and/or, as the case may be, the relevant Sellers’ Affiliates, to authorize the execution, delivery and performance of Marylandthis Agreement and the Ancillary Agreements and the consummation of the transactions referred to herein and therein have been duly and properly taken or will be properly taken prior to Closing. Joust Group This Agreement and each Ancillary Agreement to which each Seller or each Company is or will be a party has been or upon the requisite limited liability company execution thereof will be duly executed and delivered by each Seller or each Company as the case may be. This Agreement and the Ancillary Agreements constitute and will constitute valid and binding obligations of Sellers and/or the relevant Sellers’ Affiliates enforceable against Sellers and/or the relevant Sellers’ Affiliates in accordance with their terms and applicable laws. Sellers and/or Sellers’ Affiliates have the corporate power and authority to carry on the Business and to own and operate the properties and assets owned and operated by them. The French Companies bylaws (statuts) and the US Companies certificates of incorporation and bylaws which have been furnished to Buyers, copies of which are attached in Schedule 10.1.1(b), reflect all amendments made thereto and are correct and complete as of the date hereof, except only in respect of the contribution process described in Recital (7) (a) of this Agreement to be completed as of Closing. Each of the US Companies is duly qualified, licensed or admitted to do business and is in good standing in all jurisdictions in which the ownership, use or leasing of its assets and properties, or the conduct or nature of its business, makes such qualification, licensing or admission necessary and in which the failure to be so qualified, licensed or admitted and in good standing could reasonably be expected to have an adverse effect on the validity or enforceability of this Agreement or any of the Ancillary Agreements to which it is engageda party or on the ability of such US Company to perform its obligations hereunder or thereunder. 10.1.2 Without prejudice to the provisions of Article 10.1.1, Schedule 10.1.2 contains with respect to own its assetsthe French Companies a certificate of registration (extrait k-bis) delivered within the last month setting forth up-to-date information on each French Company. 10.1.3 All the shares (actions) constituting the capital stock of the Companies are free and clear of all liens, pledges, encumbrances, security interests, restrictive agreements, transfer restrictions, voting trust arrangements, claims and equities of every kind, except as disclosed in Schedule 10.1.3. 10.1.4 The relevant French Companies and US Companies do not have any direct or indirect equity interest in any corporate person or legal entity, except the Subsidiaries and except as disclosed in Schedule 10.1.4. 42 10.1.5 The Companies have never been and are not subject to executeany proceedings relating to the prevention or settlement of insolvency claims (prévention et règlement amiable des difficultés des entreprises for French Companies) nor are they subject to any liquidation or other insolvency proceedings nor are they subject to any proceedings under US Bankruptcy Law. 10.1.6 Except as set forth in Schedule 10.1.6, deliver all the assets and perform rights herein described as making up the Business are owned or, as set out in Schedule 10.1.6, used pursuant to a valid and binding agreement by the French Companies, and/or US Companies, and/or Sellers, as described herein. There are no pledges, encumbrances, liens, claims, equities of any kind or charges over the Business and/or French Business Assets and/or Other Business Assets, except as disclosed in Schedule 10.1.6. 10.1.7 There are no (a) outstanding judgements, orders, writs, injunctions or decrees of any court, governmental agency or arbitration tribunal against the Sellers and/or the relevant Sellers’ Affiliates nor other legal restraint or prohibition which have or could have an adverse effect on the ability of Sellers and/or the relevant Sellers’ Affiliates to consummate or preventing the consummation of the transactions referred to in this Agreement and in the Ancillary Agreements or (b) actions, suits, claims or legal, administrative or arbitration proceedings or investigations pending, or to the Knowledge of the Sellers, threatened against Sellers and/or the relevant Sellers’ Affiliates, which have or could have an adverse effect on the ability of Sellers and/or the relevant Sellers’ Affiliates to consummate or preventing the consummation of the transactions referred to herein and in the Ancillary Agreements. 10.1.8 Without prejudice to Third Party consents or other consents referred to in Articles 7.4 and 8.1 hereto and except as otherwise specifically disclosed in Schedule 10.1.8, each Seller’s and each Company’s execution and delivery of, and/or performance of its obligations under this Agreement and the Seller Documentseach Ancillary Agreement to which it is or will be a party, and the consummation of the transactions contemplated hereby or thereby, shall not (a) violate, or result in the creation of a material encumbrance upon any of such Company’s assets as a result of, any laws applicable to consummate the transaction contemplated hereby. such Company or its properties or assets or (b) The Company is a limited liability company duly organizedconflict with, validly existing and or result in good standing under the laws any violation or breach of, any of the State of Maryland. The Company has the requisite limited liability company power and authority to carry on the business in which it is engaged and to own its assetsterms, including, without limitation, the Aircraft. (c) The execution and delivery by such Seller conditions or provisions of, and or constitute (with due notice or lapse of time, or both) a default or give rise to any right of contingent payment, termination, cancellation or acceleration or result in the performance by such Seller creation of its obligations under, this Agreement and any other agreements, statements, certificates, instruments or other documents to be executed and delivered by the Sellers at the Closing pursuant to this Agreement (collectively, the “Seller Documents”) and the consummation by such Seller encumbrance upon any of the transaction contemplated hereby (i) have been properties or will be duly authorized and approved by all necessary action assets of such SellerCompany, (ii) do not and will not require under any further or additional consent, approval or authorization of such Seller, (iii) do not and will not violate, contravene or conflict with the Articles of Organization or Operating Agreement of Joust Group or the Company or any law, regulation, judgment, order or decree to which such Seller or the Company or any provision of such Seller’s or the such Company’s certificate of incorporation, if applicable, or by-laws or any contract to which such Company is a party or by which such Company or any of its assets are subjector properties is or may be bound. 10.1.9 Without prejudice to Third Party consents, (iv) do not referred to in Articles 7.4 and will not require the consent8.1, approvaland except as otherwise specifically disclosed in Schedule 10.1.9, waiver, clearance, no permit, license authorization, consent or authorization ofapproval of or by, by or from, any notification of or filing with, any 43 person (governmental or otherwise) is required in connection with the execution, delivery and the performance by any Seller or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a breach of, Company of this Agreement or constitute a default under, any contract, instrument, commitment or arrangement the Ancillary Agreements to which such Seller it is or will be a party or the Company is a party, by which such Seller consummation of the transactions contemplated hereby or the Company is bound or to which any of such Seller’s or the Company’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of such Seller’s or the Company’s assetsthereby. (d) This Agreement constitutes and each of 10.2 Authorities – Autorisation Sellers and/or the other Seller Documents will constitute the legalrelevant Sellers’ Affiliates have full legal capacity, valid and binding agreement of such Seller enforceable against such Seller in accordance with its termspower, except as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (e) To the best of such Seller’s knowledge, there are no actions, suits, proceedings, claims or demands of any kind, pending or threatened (collectively, “Claims”), against or affecting such Seller or the Company that restrain or prohibit (or seek to restrain or prohibit) the consummation by such Seller of the transaction contemplated hereby. (f) Mr. Xxxxxx Xxxxx (i) is the sole record holder and beneficial owner of the Xxxxxx Xxxxx Interest, free and clear of all Liens, (ii) has good and marketable title to the Xxxxxx Xxxxx Interest, (iii) has the full right, title, power and authority to validly sellexecute, assign, transfer and convey the Xxxxxx Xxxxx Interest to Buyerdeliver, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of perform this Agreement and the Xxxxxx Xxxxx Interest to any other Person. (g) Joust Group (i) is the sole record holder and beneficial owner of the Joust Group Interest, free and clear of all Liens, (ii) has good and marketable title to the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Joust Group Interest to any other Person. (h) The Company is the sole registered, legal and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”), together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom agreements contemplated herein to which they may be party and to consummate the Company has title (collectively, the “Parts”), (C) all maintenance, flight transactions contemplated hereby and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the Engines thereby. Sellers and/or the Parts which are in the Company’s possession or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframe, the Engines relevant Sellers’ Affiliates and/or the Parts (all of the foregoing being referred to, collectively, as the “Aircraft”). (i) There are no Liens on or with respect to the Aircraft. (j) The Company is not Companies have complied in a party to, or otherwise bound by, any agreement currently in effect, including, without limitation, with respect to the Aircraft, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyer, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the Company is not in breach or default of any of its obligations under any of the Existing Agreements. (k) Each of the Sellers is a party to the Amended and Restated Operating Agreement of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the member’s rights and obligations with respect to the Company. (l) Mr. Xxxxxx Xxxxx, in his capacity as Manager of the Company, consents to the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest as contemplated by this Agreement, pursuant to Section 5.1.A. of the Company’s Operating Agreement. (m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements. (o) Since its formation, the Company has been and is currently in compliance timely manner with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management information/consultation of their workers and operation workers of the AircraftBusiness, as applicable. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management Agreement: (i) all-risk hull insurance against any loss, theft or damage to the Aircraft (including, without limitation, extended coverage with respect to any Engine or Parts while removed from the Aircraft); and (ii) comprehensive aviation liability insurance (including, without limitation, aircraft passenger and property damage coverage) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, the “Additional Insureds”).

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller represents Sellers represent and warrants to Buyer, as of the date hereof and as of the Closing Date, as followswarrant that: (a) Joust Group is a limited liability company duly organizedThis Agreement constitutes the legal, validly existing valid, and binding obligation of Sellers, enforceable against them in good standing under accordance with these terms. Sellers have the laws of the State of Maryland. Joust Group has the requisite limited liability company power absolute and unrestricted right, power, and authority to carry on execute and deliver the business in which it is engaged, shares and to own its assets, to execute, deliver and perform its their obligations under this Agreement. Except as set forth herein, neither the execution and delivery of this Agreement by Sellers, nor the consummation or performance of the sale and purchase of the Seller DocumentsShares will give any person the right to prevent, delay or otherwise interfere with the sale and purchase of the Shares pursuant to: (i) Any legal requirement or order to consummate which Sellers may be subject; or (ii) Any legally binding agreement, contract, obligation, promise or undertaking (whether written or oral and whether express or implied). Except as set forth herein, Sellers are not and will not be required to obtain any approval, consent, ratification, waiver or other authorization from any person, legal or natural, in connection with the transaction contemplated herebyexecution and delivery of this Agreement or the consummation or performance of the sale and purchaser of the Shares. (b) The Company is a limited liability company duly organizedSellers agree not to sell, validly existing transfer, hypothecate, borrow against nor in any other way interfere with the Purchaser's right and in good standing ability to purchase said Shares under the laws of the State of Maryland. The Company has the requisite limited liability company power and authority to carry on the business in which it is engaged and to own its assets, including, without limitation, the Aircraftthis Agreement. (c) The execution Shares have been duly authorized, validly issued, fully paid and delivery by such Seller of, non-assessable. The Shares and the performance by such Seller delivery to Purchaser will be free and clear of its obligations underany liens, this Agreement and encumbrances, or claims of any other agreements, statements, certificates, instruments or other documents to be executed and delivered by kind whatsoever. Sellers are the Sellers at the Closing pursuant to this Agreement (collectively, the “Seller Documents”) and the consummation by such Seller true owners of the transaction contemplated hereby (i) have been or will be duly authorized Shares and approved by all necessary action of such Sellerwarrant free, (ii) do not clear and will not require any further or additional consent, approval or authorization of such Seller, (iii) do not and will not violate, contravene or conflict with the Articles of Organization or Operating Agreement of Joust Group or the Company or any law, regulation, judgment, order or decree marketable title to which such Seller or the Company or any of such Seller’s or the Company’s assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a breach of, or constitute a default under, any contract, instrument, commitment or arrangement said shares to which such Seller or the Company is a party, by which such Seller or the Company is bound or to which any of such Seller’s or the Company’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of such Seller’s or the Company’s assetsPurchaser. (d) This Agreement constitutes and each Sellers have no knowledge of any restrictions by contract, operation of law or otherwise prohibiting this sale or the transfer of these Shares into the name of Purchaser, subject only to the Securities Laws governing the sale of securities. Sellers do not believe that the sale of the other Seller Documents will constitute Shares from Sellers to Purchaser is required to be registered under the legal, valid and binding agreement of such Seller enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity)Act. (e) To Sellers have no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the best of such Seller’s knowledge, there are no actions, suits, proceedings, claims transactions contemplated by this Agreement for which the Sellers could become liable or demands of any kind, pending or threatened (collectively, “Claims”), against or affecting such Seller or the Company that restrain or prohibit (or seek to restrain or prohibit) the consummation by such Seller of the transaction contemplated herebyobligated. (f) Mr. Xxxxxx Xxxxx (i) is the sole record holder and beneficial owner of the Xxxxxx Xxxxx Interest, free and clear of all Liens, (ii) has good and marketable title to the Xxxxxx Xxxxx Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Xxxxxx Xxxxx Interest to BuyerSellers acknowledge, and (iv) has not entered into any agreement agree to sell, hypothecate or otherwise dispose of the Xxxxxx Xxxxx Interest to any other Person. (g) Joust Group (i) is the sole record holder and beneficial owner of the Joust Group Interest, free and clear of all Liens, (ii) has good and marketable title to the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Joust Group Interest to any other Person. (h) The Company is the sole registered, legal and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”), together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectivelyact in accordance with, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the Engines and/or the Parts which are in the Company’s possession or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframe, the Engines and/or the Parts (all various TSFP stock resale limitations imposed as a result of the foregoing being referred to, collectively, as the “Aircraft”)their affiliate status. (i) There are no Liens on or with respect to the Aircraft. (j) The Company is not a party to, or otherwise bound by, any agreement currently in effect, including, without limitation, with respect to the Aircraft, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyer, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the Company is not in breach or default of any of its obligations under any of the Existing Agreements. (k) Each of the Sellers is a party to the Amended and Restated Operating Agreement of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the member’s rights and obligations with respect to the Company. (l) Mr. Xxxxxx Xxxxx, in his capacity as Manager of the Company, consents to the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest as contemplated by this Agreement, pursuant to Section 5.1.A. of the Company’s Operating Agreement. (m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements. (o) Since its formation, the Company has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraft. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management Agreement: (i) all-risk hull insurance against any loss, theft or damage to the Aircraft (including, without limitation, extended coverage with respect to any Engine or Parts while removed from the Aircraft); and (ii) comprehensive aviation liability insurance (including, without limitation, aircraft passenger and property damage coverage) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, the “Additional Insureds”).

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller represents and warrants to Buyer, as of the date hereof and as As of the Closing Date, Sellers jointly and severally hereby represent and warrant to Buyer, its successors and assigns, as follows: (a) Joust Group is a limited liability company Sellers are duly organizedorganized entities, validly existing existing, and in good standing under the laws of the State of Marylandstate in which they were incorporated. Joust Group has Sellers have the requisite limited liability company corporate power and authority to carry on the business in which Business as it is engaged, to own its assets, to execute, deliver and perform its obligations under this Agreement and the Seller Documents, and to consummate the transaction contemplated hereby.now being conducted; (b) The Company is a limited liability company duly organizedexecution, validly existing and in good standing under the laws of the State of Maryland. The Company has the requisite limited liability company power and authority to carry on the business in which it is engaged and to own its assets, including, without limitation, the Aircraft. (c) The execution and delivery by such Seller ofdelivery, and the performance by such Seller of its obligations under, this Agreement and any other agreements, statements, certificates, instruments or other documents to be executed and delivered by the Sellers at the Closing pursuant to this Agreement (collectively, the “Seller Documents”) and the consummation by such Seller of the transaction contemplated hereby (i) have has been or will be duly authorized and approved by all necessary corporate action of such Seller, (ii) do not and will not require any further or additional consent, approval or authorization of such Seller, (iii) do not and will not violate, contravene or conflict with the Articles of Organization or Operating Agreement of Joust Group or the Company or any law, regulation, judgment, order or decree to which such Seller or the Company or any of such Seller’s or the Company’s assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in the violation of any of Sellers’ Certificates of Formation or their company regulations; (c) Sellers have clear, good, and marketable title to the Assets, free and clear of all liens, security interests, pledges, encumbrances, hypothecations or claims of any nature whatsoever; and the 59 Disposal Plant is free from any environmental damage or adverse claims by any environmental government authority; (d) Sellers have full authority to transfer their interest in and to the Assets, and no other person or entity has any record or beneficial equity interest in the Assets; (e) The execution, delivery, and performance of this Agreement by Sellers (i) does not require the consent of any third party; (ii) will not violate any applicable law, judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority to which Sellers are subject or by which Sellers are bound; and (iii) will not, either alone or with the giving of notice or the passage of time, or both, conflict with, constitute grounds for termination of, or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contractmaterial agreement, instrument, commitment license, or arrangement permit to which such Seller or the Company is Sellers are a party, by which such Seller or the Company is bound party or to which Sellers are subject; (f) Sellers, their predecessors and affiliates have complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure to comply; (g) Sellers have timely filed all Tax Returns [which shall mean any return or filing required or appropriate to file with the Internal Revenue Service or with the taxing authority of each state, county and other governmental entity in which Sellers do Business, including without limitation any required state franchise tax returns] that they were required to file. All such Seller’s Tax Returns were correct and complete in all respects. All taxes, including without limitation all franchise, withholding and payroll taxes, owed by Sellers (whether or the Company’s assets are subjectnot shown or required to be shown on any Tax Return) have been paid, and (vi) do not and will not result in Sellers shall remain liable for all taxes that accrue up until the imposition time of a Lien on any of such Seller’s or the Company’s assets.Closing; and (dh) This Agreement constitutes and each of the other Seller Documents will constitute the legalSellers make no representation or warranty, valid and binding agreement of such Seller enforceable against such Seller in accordance with its termsexpress or implied, except as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (e) To the best of such Seller’s knowledge, there are no actions, suits, proceedings, claims or demands of any kind, pending or threatened (collectively, “Claims”), against or affecting such Seller or the Company that restrain or prohibit (or seek to restrain or prohibit) the consummation by such Seller of the transaction contemplated hereby. (f) Mr. Xxxxxx Xxxxx (i) is the sole record holder and beneficial owner of the Xxxxxx Xxxxx Interest, free and clear of all Liens, (ii) has good and marketable title to the Xxxxxx Xxxxx Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Xxxxxx Xxxxx Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Xxxxxx Xxxxx Interest to any other Person. (g) Joust Group (i) is the sole record holder and beneficial owner of the Joust Group Interest, free and clear of all Liens, (ii) has good and marketable title to the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Joust Group Interest to any other Person. (h) The Company is the sole registered, legal and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”), together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the Engines and/or the Parts which are in the Company’s possession or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframeany of its assets (including, without limitation, the Engines and/or the Parts (all of the foregoing being referred toAssets), collectively, as the “Aircraft”). (i) There are no Liens on or with respect to the Aircraft. (j) The Company is not a party toliabilities, or otherwise bound by, any agreement currently in effectoperations, including, without limitation, with respect to the Aircraft, except merchantability or fitness for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyerany particular purpose, and any such other representations or warranties are hereby expressly disclaimed. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN THIS SECTION 6, BUYER IS PURCHASING THE ASSETS ON AN “AS-IS, WHERE-IS” BASIS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLERS MAKE NO REPRESENTATION OR WARRANTY REGARDING ANY ASSETS OTHER THAN THE ASSETS (iiiAS DEFINED HEREIN) the Interchange Agreements each dated as of July 22OR ANY LIABILITIES OTHER THAN THE ASSUMED LIABILITIES IN XXXXXXX 0, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the Company is not in breach or default of any of its obligations under any of the Existing AgreementsXXX XXXX XXXXX XX IMPLIED AT LAW OR IN EQUITY. (k) Each of the Sellers is a party to the Amended and Restated Operating Agreement of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the member’s rights and obligations with respect to the Company. (l) Mr. Xxxxxx Xxxxx, in his capacity as Manager of the Company, consents to the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest as contemplated by this Agreement, pursuant to Section 5.1.A. of the Company’s Operating Agreement. (m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements. (o) Since its formation, the Company has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraft. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management Agreement: (i) all-risk hull insurance against any loss, theft or damage to the Aircraft (including, without limitation, extended coverage with respect to any Engine or Parts while removed from the Aircraft); and (ii) comprehensive aviation liability insurance (including, without limitation, aircraft passenger and property damage coverage) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, the “Additional Insureds”).

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller represents Sellers represent and warrants warrant to Buyer, ITEC as of the execution of this Agreement and as of the date hereof and as of the Closing Date, as follows: 3.1 Sellers have all of the requisite right, power and authority, subject to obtaining the approval of Shareholders, without the consent of any other person or entity, to execute and deliver this Agreement and the agreements to be executed and delivered hereby and to carry out the transactions contemplated hereby and thereby. All actions required to be taken by Sellers to authorize the execution, delivery and performance of this Agreement and all agreements and transactions contemplated hereby have been duly and properly taken, with the exception of those actions specifically identified in Section 6 hereof (a"Conditions Precedent to Obligations of ITEC") Joust Group to be taken by Sellers subsequent to the execution of this Agreement but prior to the Closing. 3.2 This Agreement and the other agreements and other documents to be delivered at the Closing by Sellers have been duly executed and delivered by Sellers and constitute valid and binding obligations of Sellers enforceable in accordance with their respective terms. The execution and delivery of this Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby will not (immediately, or upon notice, with the passage of time, or both) result in the creation of any lien, charge or encumbrance of any kind or the termination or acceleration of any indebtedness or other obligation of CG, and are not prohibited by, do not and will not violate or conflict with any provision of, and do not and will not constitute a default under or a breach of (i) the articles of incorporation or bylaws of CG, (ii) any contract, agreement or other instrument to which Sellers are a party or by which Sellers are bound, (iii) any order, decree or judgment of any court or governmental agency binding upon Sellers, or (iv) any law, rule or regulation applicable to Sellers. 3.3.1 CG is a limited liability company corporation duly organized, validly existing and in good standing under the laws of Nevada, and has full power and authority and all requisite rights, licenses and permits to carry on its business as it is presently conducted by CG. CG maintains its primary office in the State of Maryland. Joust Group has the requisite limited liability company power and authority to carry on the business in which it is engaged, to own its assets, to execute, deliver and perform its obligations under this Agreement and the Seller Documents, and to consummate the transaction contemplated herebyCalifornia. (b) 3.3.2 Except as set forth on Schedule 3.3 all of the CG shares have been duly and validly authorized and granted or sold and there are no contributions, capital calls or other amounts outstanding with respect to any CG shares. The Company CG shares were not issued in violation of any preemptive or other right of any person. There are no outstanding options, rights, warrants, conversion rights or other agreements or commitments to which CG is a limited liability company duly organized, validly existing and party or binding upon CG for the sale or transfer by CG of any interest in good standing under the laws of the State of Maryland. The Company has the requisite limited liability company power and authority to carry CG except as described on the business in which it is engaged and to own its assets, including, without limitation, the AircraftSchedule 3.3. 3.4 Other than approval by a Shareholders no approval, authorization, registration, consent, order or other action of or filing with any person, including any court, administrative agency or other governmental authority, is required for (ci) The the execution and delivery by such Seller of, and the performance by such Seller of its obligations under, this Agreement and any other agreementsor the agreements contemplated hereby, statements, certificates, instruments or other documents to be executed and delivered by the Sellers at the Closing pursuant to this Agreement (collectively, the “Seller Documents”ii) and the consummation by such Seller of the transaction transactions contemplated hereby and thereby. 3.5.1 The unaudited financial statements for CG at and as of March 31,2003, ("CG Financial Statements") (i) have been or will be duly authorized are attached hereto as Schedule 3.5; and approved by all necessary action of such Seller, (ii) do are accurate and complete. 3.5.2 CG is not subject to any liability or obligation (whether absolute, accrued, contingent or otherwise and will whether matured or unmatured) other than liabilities and obligations described in the CG Financial Statements and/or on Schedule 3.5. 3.6 The books of account and other records (financial and otherwise) of CG are complete and correct and are maintained in accordance with good business practices and generally accepted accounting practices. 3.7 Since January 1, 2003, CG has operated its business only in the ordinary course, and there has not require been any further of the following in connection with CG except as disclosed in the CG Financial Statements, Schedule 3.5 or additional consentas set forth below: 3.7.1 any material adverse change in the financial condition, approval assets, liabilities, personnel, prospects or authorization business affairs of CG in its relationships with suppliers, vendors, customers, representatives, employees or others, nor has there been the occurrence of any event or condition which could reasonably be expected to have such Selleran effect; 3.7.2 any declaration or payment of any dividend or other distribution; 3.7.3 any forgiveness, (iii) do not cancellation, write-off or write-down of debts or claims, or waiver of any rights related to CG other than in the ordinary course of negotiating settlements of creditor claims and will not violatesettlement of litigation filed against CG, contravene as disclosed on Schedule 3.7; 3.7.4 any increase or conflict decrease in the compensation, benefits or method or rate of reimbursement paid, payable or to become payable by CG to any employee, independent contractor or other person who renders services in connection with the Articles of Organization CG or Operating Agreement of Joust Group or the Company its business, or any law, regulation, judgment, order or decree payments of compensation other than salary to which such Seller or the Company or any of such Seller’s employees; 3.7.5 any incurrence of debt; 3.7.6 any entry into any material agreement, commitment or the Company’s assets are subjecttransaction in excess of ten thousand dollars ($10,000) or any capital expenditure in excess of five thousand dollars ($5,000); 3.7.7 any incurrence of any security interest, (iv) do not and will not require the consentlien, approvalcharge, waiver, clearance, permit, license encumbrance or authorization of, by or from, any filing withclaim on, or any notice damage or loss to, any Person (beyond that which has already been obtained)of the assets of CG; 3.7.8 any change in the method of operation or practices of CG, (v) do not including any change in the accounting, billing or invoicing procedures of CG; 3.7.9 any sale, transfer or disposal by or for CG or purchase by or for CG of any properties or assets, except in the ordinary course of negotiating settlements of creditor claims and will not result in a breach of, or constitute a default under, settlement of litigation as disclosed on Schedule 3.7; or 3.7.10 any contract, instrumentagreement, commitment or arrangement understanding by CG to which such Seller or the Company is a party, by which such Seller or the Company is bound or to which do any of such Seller’s the foregoing. 3.8 CG owns or otherwise controls the Company’s assets are subjectcontracts, assets, leases, accounts receivable, trademarks, patents and other tangible and intangible property which is carried on its Financial Statements, and (vi) do not and will not result in the imposition of a Lien on any of such Seller’s or the Company’s assets. (d) This Agreement constitutes and each of the other Seller Documents will constitute the legal, valid and binding agreement of such Seller enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (e) To the best of such Seller’s knowledge, there are no actions, suits, proceedings, claims or demands of any kind, pending or threatened (collectively, “Claims”), against or affecting such Seller or the Company that restrain or prohibit (or seek to restrain or prohibit) the consummation by such Seller of the transaction contemplated hereby. (f) Mr. Xxxxxx Xxxxx (i) is the sole record holder and beneficial owner of the Xxxxxx Xxxxx Interest, free and clear of all Liens, (ii) CG has good and marketable title to the Xxxxxx Xxxxx Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Xxxxxx Xxxxx Interest to Buyersuch assets, and such assets are not and will not be subject to any pledge, option, escrow, hypothecation, lien, security interest, financing statement, lease, license, easement, right of way, encumbrance or other restriction of any kind except as disclosed on Schedule 3.8. 3.9 CG does not own any real property. 3.10 Except as described on Schedule 3.10, CG does not lease any personal property. Schedule 3.10 sets forth an accurate, correct and complete list of all office furnishings and other personal property leased by CG. 3.11 Schedule 3.11 contains a list of all information in the nature of trade secrets, know-how or proprietary information, including but not limited to, software, copyrighted and copyrightable material, electronic data processing systems, program specifications and technical information relating to or used by CG (iv) the "Proprietary Information"). The Proprietary Information does not violate or infringe upon any trade secret rights, patents, trademarks or copyrights of any other person. Except as set forth on Schedule 3.11, the Proprietary Information is owned exclusively by CG and no other person or entity has any claim thereto or rights therein. 3.12 Except as set forth in Schedule 3.12, CG has paid all taxes required to be paid and has filed all returns, declarations and reports or information returns and statements required to be filed. 3.13 Except as set forth in Schedule 3.13, CG is not engaged in, or a party to, or to the best of CG's knowledge, threatened with, any suit, action, proceeding, or investigation or legal, administrative, arbitration or other method of settling disputes, and no officer of CG knows, anticipates or has notice of any basis for any such action. CG has not entered into received notice of any agreement investigation, suit or proceeding threatened or contemplated by any foreign, federal, state or local government or regulatory authority including, without limitation, those involving CG's employment notices or policies or compliance with environmental regulations. 3.14 CG has not retained any broker or finder or incurred any liability or obligation for any brokerage fees, commissions or finder's fees with respect to this Agreement or the transactions contemplated hereby. 3.15 CG has no accounts or notes receivable with the exception of those described in Schedule 3.15, for which no defenses to payment have been asserted, nor does CG have reason to believe that such receivables would not be paid (with the exception of the obligor's inability to pay for financial reasons). 3.16 Neither this Agreement nor any attachment, schedule, certificate or other statement delivered pursuant to this Agreement in or in connection with the transactions contemplated hereby contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements and information contained herein or therein, in light of the circumstances in which they were made, not misleading. Each schedule delivered pursuant to this Agreement is accurate and complete. To Seller's knowledge, there is no information necessary to enable a prospective purchaser of CG or its common stock to make an informed decision with respect to the purchase of CG or its common stock which has not been expressly disclosed to ITEC in this Agreement or in writing in connection with ITEC's due diligence process. 3.17 with respect to the shares of common stock and options of ITEC being acquired by Shareholders (the "ITEC Securities"): 3.17.1 Shareholders are acquiring the ITEC Securities for its own account, and not with a view toward the subdivision, resale, distribution, or fractionalization thereof; SHAREHOLDERS has no contract, undertaking, or arrangement with any person to sell, hypothecate transfer, or otherwise dispose of the Xxxxxx Xxxxx Interest ITEC Securities (or any portion thereof hereby subscribed for), and has no present intention to enter into any other Person.such contract, undertaking, agreement or arrangement; (g) Joust Group 3.17.2 This subscription for the ITEC Securities by Shareholders is not the result of any form of general solicitation or general advertising; 3.17.3 Shareholders hereby acknowledges that: (i) is the sole record holder and beneficial owner offering of the Joust Group InterestITEC Securities was made only through direct, free personal communication between ITEC and clear of all Liens, Sellers; (ii) has good Shareholders have had full access to material concerning ITEC's planned business and marketable title operations, which material was furnished or made available to the Joust Group Interest, Shareholders by representatives of ITEC; (iii) ITEC has given Shareholders the full right, title, power opportunity to ask any questions and authority obtain all additional information desired in order to validly sell, assign, transfer and convey verify or supplement the Joust Group Interest to Buyer, material so furnished; and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose Shareholders understand and acknowledges that a purchaser of the Joust Group Interest ITEC Securities must be prepared to any other Person. (h) The Company is bear the sole registered, legal and beneficial owner economic risk of such investment for an indefinite period because of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”), together with : (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343the heightened nature of the risks associated with an investment in ITEC, P101346 including without limitation the risk of loss of the entire amount of their investment; and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom to which illiquidity of the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related ITEC Securities due to the Airframe, fact that (1) the Engines and/or ITEC Securities has not been registered under the Parts which are in Securities Act of 1933 (the Company’s possession "Act") or control any state securities act (collectively, nor passed upon by the “Aircraft Records”SEC or any state securities commission), and (D2) the ITEC Securities may not be registered or qualified by Shareholders under federal or state securities laws solely in reliance upon an available exemption from such registration or qualification, and hence ITEC Securities cannot be sold unless they are subsequently so registered or qualified, or are otherwise subject to any applicable exemption from such registration requirements; and (3) substantial restrictions on transfer of the ITEC Securities, as set forth by legend on the face or reverse side of every certificate evidencing the ownership of the ITEC Securities ; 3.17.4 Shareholders are an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated by the Securities and Exchange Commission under the Act, or, if ITEC is non-accredited, then it has sufficient business expertise and sophistication so as to be able to make a determination concerning the relative risks and merits of an investment in the securities, and has a pre-existing business or personal relationship with at least one of the shareholders, directors or executive officers of ITEC; 3.17.5 Shareholders have received material concerning ITEC's planned business and operations and carefully read it; the decision to make an investment in the ITEC Securities has been taken solely in reliance upon the information contained such materials, and such other written information supplied by an authorized representative of ITEC as Shareholders may have requested; Shareholders acknowledge that all warranties documents, records and books pertaining to this investment have been made available for inspection by ITEC, its attorneys, accountants and purchaser representatives and that it has been informed by ITEC that the books and records of ITEC will be available for inspection by Shareholders or its agents and representatives at any time, and from time to time, during reasonable business hours, upon reasonable notice and upon the signing of a Confidentiality Agreement between ITEC and Sellers; Shareholders further acknowledge that it (express or implied)its advisors, service policies agents and/or representatives) has had a reasonable and adequate opportunity to ask questions of and receive answers from ITEC concerning the terms and conditions of this subscription, the nature of the ITEC Securities and the business and operations of ITEC, and to obtain from ITEC such additional information, to the extent possessed or product agreements obtainable without unreasonable effort or expense, as is necessary to verify the accuracy of the information contained in the materials provided by ITEC; all such questions have been answered by ITEC to the full satisfaction of Shareholders; Shareholders are not relying upon any oral information furnished by ITEC or any other person in connection with his investment decision, and in any event, no such oral information has been furnished to Shareholders which is in any way inconsistent with or from manufacturers, service providers contradictory to any information contained in the materials provided to Shareholders by ITEC in writing as described above; 3.17.6 Shareholders understand and acknowledge that the ITEC Securities will be unsecured by ITEC or suppliers which are still in effect with respect to the Airframe, the Engines and/or the Parts (all of the foregoing being referred to, collectively, as the “Aircraft”). (i) There are no Liens on or with respect to the Aircraft. (j) The Company is not a party to, or otherwise bound by, any agreement currently in effect, including, without limitation, with respect to the Aircraft, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyerother person, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the Company is not in breach or default of any of its obligations under any of the Existing Agreements. (k) Each of the Sellers is a party to the Amended and Restated Operating Agreement of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party non-recourse to any other agreement currently in effect relating to the operation shareholder, officer, director, employee, agent or management representative of the Company or the member’s rights and obligations with respect to the Company. (l) Mr. Xxxxxx Xxxxx, in his capacity as Manager of the Company, consents to the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest as contemplated by this Agreement, pursuant to Section 5.1.A. of the Company’s Operating Agreement. (m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements. (o) Since its formation, the Company has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraft. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management Agreement: (i) all-risk hull insurance against any loss, theft or damage to the Aircraft (including, without limitation, extended coverage with respect to any Engine or Parts while removed from the Aircraft)ITEC; and (ii) comprehensive aviation liability insurance (including3.17.7 Shareholders has been advised to consult with an attorney regarding all legal matters concerning the purchase and ownership of the ITEC Securities, without limitation, aircraft passenger and property damage coverage) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, with a tax advisor regarding the “Additional Insureds”)tax consequences of purchasing the ITEC Securities.

REPRESENTATIONS AND WARRANTIES OF SELLERS. (a) Each Seller individually (except as provided in Section 3(b) below) represents and warrants to Buyer, as of the date hereof and as of the Closing Date, Buyer as follows: (ai) Joust Group is This Agreement has been duly executed and delivered by Seller and constitutes a limited liability company duly organizedvalid and binding obligation of him, validly existing and enforceable in good standing under the laws of the State of Maryland. Joust Group has the requisite limited liability company power and authority to carry on the business in which it is engaged, to own accordance with its assets, to execute, deliver and perform its obligations under this Agreement and the Seller Documents, and to consummate the transaction contemplated herebyterms. (bii) The Company is a limited liability company duly organizedexecution, validly existing delivery and in good standing under performance of this Agreement by Seller and the laws consummation by Seller of the State transactions contemplated hereby will not (x) conflict with or violate (A) any order, decree, law, rule or regulation applicable to Seller or (B) any indenture, mortgage, lease, loan agreement or other agreement or instrument by which he or his assets is bound or affected, or (y) require any consent, approval, authorization or other order of, action by, filing with, or notification to, any federal, state or other governmental or regulatory authority. (iii) Seller is the legal and beneficial owner of Maryland. The the Shares set forth opposite his name on Schedule A, free and clear of all liens and encumbrances, and, upon consummation of the purchase and sale contemplated hereby, Buyer will acquire good title to the Shares, free and clear of all liens and encumbrances, and Seller will no longer hold any Shares in the Company or any other capital stock in the Company or any right or option to acquire any capital stock in the Company. (iv) There are no rights, options, warrants or subscriptions to purchase Seller’s Shares or any agreements which prohibit or restrict Seller’s sale or transfer of the Shares or any of Seller’s voting rights in the Shares (without limiting the foregoing, Seller has not appointed or granted any proxy which is still effective with respect to his Shares). (v) No broker or finder’s fee or commission will be payable by Buyer as a result of the requisite limited liability company power sale by Seller. (vi) Seller has been entitled to obtain information from the Company concerning its business, financial condition, results of operations and authority to carry on prospects through the business in which it is engaged and to own its assetsCompany’s public filings, including, without limitation, the Aircraft. (c) The execution Company’s 10-Q for the quarter ending March 31, 2005 which was filed May 12, 2005 and delivery by such Seller of, and the performance by such Seller of its obligations under, this Agreement and any other agreements, statements, certificates, instruments or other documents has received sufficient information so as to be executed able to make an informed judgment. Seller further represents and delivered by warrants that he has determined to sell the Sellers Shares at the Closing pursuant to this Agreement (collectivelyPurchase Price without any inducement, the “Seller Documents”) and the consummation by such Seller of the transaction contemplated hereby (i) have been representation or will be duly authorized and approved by all necessary action of such Seller, (ii) do not and will not require any further or additional consent, approval or authorization of such Seller, (iii) do not and will not violate, contravene or conflict with the Articles of Organization or Operating Agreement of Joust Group or warranty from the Company or any law, regulation, judgment, order or decree to which such Seller or the Company Buyer or any of such Seller’s their respective affiliates, shareholders, directors, officers or the Company’s assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a breach of, or constitute a default under, any contract, instrument, commitment or arrangement to which such Seller or the Company is a party, by which such Seller or the Company is bound or to which any of such Seller’s or the Company’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of such Seller’s or the Company’s assets. (d) This Agreement constitutes and each of the other Seller Documents will constitute the legal, valid and binding agreement of such Seller enforceable against such Seller in accordance with its termsemployees, except as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is considered expressly set forth in a proceeding at law or in equity). (e) To the best of such Seller’s knowledge, there are no actions, suits, proceedings, claims or demands of any kind, pending or threatened (collectively, “Claims”), against or affecting such Seller or the Company that restrain or prohibit (or seek to restrain or prohibit) the consummation by such Seller of the transaction contemplated hereby. (f) Mr. Xxxxxx Xxxxx (i) is the sole record holder and beneficial owner of the Xxxxxx Xxxxx Interest, free and clear of all Liens, (ii) has good and marketable title to the Xxxxxx Xxxxx Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Xxxxxx Xxxxx Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Xxxxxx Xxxxx Interest to any other Person. (g) Joust Group (i) is the sole record holder and beneficial owner of the Joust Group Interest, free and clear of all Liens, (ii) has good and marketable title to the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Joust Group Interest to any other Person. (h) The Company is the sole registered, legal and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”), together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the Engines and/or the Parts which are in the Company’s possession or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframe, the Engines and/or the Parts (all of the foregoing being referred to, collectively, as the “Aircraft”). (i) There are no Liens on or with respect to the Aircraft. (j) The Company is not a party to, or otherwise bound by, any agreement currently in effect, including, without limitation, with respect to the Aircraft, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyer, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the Company is not in breach or default of any of its obligations under any of the Existing Agreements. (k) Each of the Sellers is a party to the Amended and Restated Operating Agreement of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the member’s rights and obligations with respect to the Company. (l) Mr. Xxxxxx Xxxxx, in his capacity as Manager of the Company, consents to the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest as contemplated by this Agreement, pursuant to Section 5.1.A. of the Company’s Operating Agreement. (m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements. (o) Since its formation, the Company has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraft. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management Agreement: (i) all-risk hull insurance against any loss, theft or damage to the Aircraft (including, without limitation, extended coverage with respect to any Engine or Parts while removed from the Aircraft); and (ii) comprehensive aviation liability insurance (including, without limitation, aircraft passenger and property damage coverage) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, the “Additional Insureds”).

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller hereby represents and warrants to Buyer, as of the date hereof and as of the Closing Date, as followsPurchaser that: (a) Joust Group Such Seller is a limited liability company duly organizedformed, validly existing and in good standing under the laws of the State its state of Marylandformation. Joust Group Such Seller has the requisite limited liability company all corporate power and authority to carry on the business in which it is engaged, to own its assets, to execute, execute and deliver and perform its obligations under this Agreement and the Seller Documents, and to consummate the transaction transactions contemplated hereby. (b) The Company is a limited liability company . This Agreement has been duly organizedauthorized, validly existing executed and in good standing under the laws delivered on behalf of the State of Maryland. The Company has the requisite limited liability company power and authority to carry on the business in which it is engaged and to own its assets, including, without limitation, the Aircraft. (c) The execution and delivery by such Seller ofand, and the performance by such Seller of its obligations under, assuming that this Agreement and any other agreementshas been duly authorized, statements, certificates, instruments or other documents to be executed and delivered by Purchaser, constitutes the Sellers at the Closing pursuant to this Agreement (collectively, the “Seller Documents”) valid and the consummation by such Seller of the transaction contemplated hereby (i) have been or will be duly authorized and approved by all necessary action binding obligation of such Seller, (ii) do not and will not require any further or additional consent, approval or authorization of such Seller, (iii) do not and will not violate, contravene or conflict with the Articles of Organization or Operating Agreement of Joust Group or the Company or any law, regulation, judgment, order or decree to which such Seller or the Company or any of such Seller’s or the Company’s assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a breach of, or constitute a default under, any contract, instrument, commitment or arrangement to which such Seller or the Company is a party, by which such Seller or the Company is bound or to which any of such Seller’s or the Company’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of such Seller’s or the Company’s assets. (d) This Agreement constitutes and each of the other Seller Documents will constitute the legal, valid and binding agreement of such Seller enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally or by general principles of equity (regardless or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of whether such enforceability is considered in a proceeding at law or in equity)applicable creditors’ rights and remedies. (eb) To All material consents, approvals, authorizations and orders required on the best part of such Seller’s knowledgeSeller for the execution and delivery of this Agreement, there are no actions, suits, proceedings, claims or demands the consummation of any kind, pending or threatened (collectively, “Claims”), against or affecting this Agreement by such Seller or and the Company that restrain or prohibit transactions contemplated herein have been obtained and are in full force and effect. (or seek to restrain or prohibitc) The execution, delivery and performance by such Seller of this Agreement and the consummation by such Seller of the transaction transactions contemplated herebyhereby will not (i) result in a violation of the organizational documents of such Seller or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Seller is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Seller, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Seller to perform its obligations hereunder. (fd) Mr. Xxxxxx Xxxxx (i) is Such Seller has had the sole record holder and beneficial owner opportunity to meet with representatives of the Xxxxxx Xxxxx InterestCompany and to have them answer any questions regarding the Company and the Shares and all such questions have been answered to such Seller’s full satisfaction. Such Seller has received all information regarding the financial condition and the proposed business and operations of the Company that such Seller has requested in order to evaluate its investment in the Company, including the information contained in the Company Email. (e) The Shares are duly authorized, validly issued, fully paid and nonassessable. Such Seller owns all of the Shares set forth next to such Seller's name on the Schedule of Sellers attached hereto, free and clear of all Liensany lien, security interest, mortgage, pledge, conditional sale or other title retention agreement, adverse claim, or other encumbrance (ii) has good other than pledges or security interests that the Sellers may have created in favor of a prime broker under and marketable title to the Xxxxxx Xxxxx Interest, (iii) has the full right, title, power in accordance with their prime brokerage agreement with such broker and authority to validly sell, assign, transfer and convey the Xxxxxx Xxxxx Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose such encumbrances arising by operation of the Xxxxxx Xxxxx Interest to any other Person. (g) Joust Group (i) is the sole record holder and beneficial owner of the Joust Group Interest, free and clear of all Liens, (ii) has good and marketable title to the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Joust Group Interest to any other Person. (h) The Company is the sole registered, legal and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”), together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the Engines and/or the Parts which are in the Company’s possession or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframe, the Engines and/or the Parts (all of the foregoing being referred to, collectively, as the “Aircraft”applicable securities laws). (i) There are no Liens on or with respect to the Aircraft. (j) The Company is not a party to, or otherwise bound by, any agreement currently in effect, including, without limitation, with respect to the Aircraft, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyer, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the Company is not in breach or default of any of its obligations under any of the Existing Agreements. (k) Each of the Sellers is a party to the Amended and Restated Operating Agreement of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the member’s rights and obligations with respect to the Company. (l) Mr. Xxxxxx Xxxxx, in his capacity as Manager of the Company, consents to the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest as contemplated by this Agreement, pursuant to Section 5.1.A. of the Company’s Operating Agreement. (m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements. (o) Since its formation, the Company has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraft. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management Agreement: (i) all-risk hull insurance against any loss, theft or damage to the Aircraft (including, without limitation, extended coverage with respect to any Engine or Parts while removed from the Aircraft); and (ii) comprehensive aviation liability insurance (including, without limitation, aircraft passenger and property damage coverage) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, the “Additional Insureds”).

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each 3.1 With respect to the sale of the Units, each Seller jointly and severally represents and warrants to Buyer, as of on the date hereof and as of the Closing Date, as follows: (a) Joust Group Seller is a limited liability company duly organizedan individual and has full right, validly existing and in good standing under the laws of the State of Maryland. Joust Group has the requisite limited liability company power power, and authority to carry on the business in which it is engaged, to own its assets, to execute, deliver deliver, and perform its obligations under this Agreement and the Seller Documents, and to consummate the transaction contemplated herebyAgreement. (b) The Company is a limited liability company duly organizedexecution, validly existing delivery and in good standing under the laws performance of the State of Maryland. The Company this Agreement by Seller has the requisite limited liability company power and authority to carry been authorized by all necessary action on the business in which it is engaged part of Seller, RadQual and to own its assets, including, without limitation, the Aircraft. (c) The execution and delivery by such Seller ofmembers of RadQual. This Agreement has been, and the performance by such Seller of its obligations under, this Agreement and any other agreements, statements, certificates, instruments or other documents to be executed and delivered by the Sellers at the Closing pursuant to this Agreement (collectivelySeller hereunder will be, the “Seller Documents”) duly executed and the consummation delivered by such Seller of the transaction contemplated hereby (i) have been or will be duly authorized and approved by all necessary action of such Seller, (ii) do not and will not require any further or additional consent, approval or authorization of such Seller, (iii) do not and will not violate, contravene or conflict with the Articles of Organization or Operating Agreement of Joust Group or the Company or any law, regulation, judgment, order or decree to which such Seller or the Company or any of such Seller’s or the Company’s assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a breach of, or constitute a default under, any contract, instrument, commitment or arrangement to which such Seller or the Company is a party, by which such Seller or the Company is bound or to which any of such Seller’s or the Company’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of such Seller’s or the Company’s assets. (dc) This Agreement constitutes and each of the other documents to be executed and delivered by Seller Documents hereunder are, or upon the execution and delivery thereof as contemplated hereby will constitute be, the legal, valid and binding agreement obligations of such Seller Seller, enforceable against such Seller in accordance with its their terms. d) None of the execution, except as such enforceability may be limited delivery or performance of this Agreement by bankruptcySeller will conflict with, moratoriumresult in a breach of or constitute a default or require the consent of or filing with any third party under, insolvencyany contract, reorganization agreement or other similar laws affecting or limiting the enforcement of creditors’ rights generally instrument to which Seller is a party or by general principles of equity (regardless of whether such enforceability which he is considered in a proceeding at law bound or in equity)affected or any law, statute, rule, regulation, ordinance, writ, order or judgment to which Seller is subject or by which he is bound or affected. (e) To Seller has, and upon transfer to Purchaser in accordance with the best of such Seller’s knowledgeterms hereof Purchaser will have, there are no actions, suits, proceedings, claims or demands of any kind, pending or threatened (collectively, “Claims”), against or affecting such Seller or good and marketable title to the Company that restrain or prohibit (or seek to restrain or prohibit) the consummation by such Seller of the transaction contemplated hereby. (f) Mr. Xxxxxx Xxxxx (i) is the sole record holder and beneficial owner of the Xxxxxx Xxxxx InterestUnits, free and clear of all Liensmortgages, (iiliens, claims, encumbrances and other security arrangements or restrictions of any kind other than those created by, under or through Purchaser. f) has good and marketable title to the Xxxxxx Xxxxx InterestNo consent, (iii) has the full rightapproval, titleauthorization, power and authority to validly sellorder, assignregistration, transfer and convey the Xxxxxx Xxxxx Interest to Buyer, and (iv) has not entered into or qualification of or with any agreement to sell, hypothecate court or otherwise dispose governmental agency or body of the Xxxxxx Xxxxx Interest United States or any state or other jurisdiction within the United States is required to any other Person. (g) Joust Group (i) is be obtained or made by Seller for the sole record holder and beneficial owner consummation of the Joust Group Interest, free and clear of all Liens, (ii) has good and marketable title to the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Joust Group Interest to any other Person. (h) The Company is the sole registered, legal and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”), together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the Engines and/or the Parts which are in the Company’s possession or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframe, the Engines and/or the Parts (all of the foregoing being referred to, collectively, as the “Aircraft”). (i) There are no Liens on or with respect to the Aircraft. (j) The Company is not a party to, or otherwise bound by, any agreement currently in effect, including, without limitation, with respect to the Aircraft, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyer, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the Company is not in breach or default of any of its obligations under any of the Existing Agreements. (k) Each of the Sellers is a party to the Amended and Restated Operating Agreement of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the member’s rights and obligations with respect to the Company. (l) Mr. Xxxxxx Xxxxx, in his capacity as Manager of the Company, consents to the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest as transactions contemplated by this Agreement, in connection with the purchase or sale of the Units. g) There is no action, suit, proceeding or investigation pending, or to Seller’s knowledge threatened, against Seller or involving the Units which questions or challenges the validity of this Agreement or any action taken or to be taken by Seller pursuant to Section 5.1.A. of the Companythis Agreement, and, to Seller’s Operating Agreementknowledge, there is no basis for any such action, suit, proceeding or investigation. (m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements. (o) Since its formation, the Company has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraft. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with 3.2 With respect to the Aircraft in compliance with Section 13 acquisition of the Management AgreementShares, Seller represents and warrants on the date hereof as follows: a) Seller understands that the Shares have not been registered under the Securities Act of 1933, as amended, or any state securities laws (the “Acts”) in reliance upon exemptions available for limited or non-public offerings. Consequently, this transfer has not been subject to review and comment by the staff of the Securities and Exchange Commission or any other similar state securities agency. b) Seller had and continues to have an opportunity: (i) all-risk hull insurance against any lossto question, theft or damage and to receive information from executive officers of the Aircraft (includingPurchaser concerning the Shares, without limitation, extended coverage with respect to any Engine or Parts while removed from and concerning the Aircraft)Purchaser; and and (ii) comprehensive aviation liability insurance to obtain any and all additional information which Seller deems relevant to make an informed decision, provided in both cases that the Purchaser possesses such information or can acquire it without unreasonable effort or expense. c) Seller is not subject to: (includingi) any outstanding judgments or involved in any litigation or other dispute which, without limitationif an adverse decision was reached, aircraft passenger would adversely affect his or her financial situation; or (ii) bankruptcy, reorganization, or debt restructuring. d) Seller did not learn of the Shares and property damage coveragewas not attracted or induced to acquire a direct or indirect investment in the Shares, as a result of any advertisement, article, notice, or other communication published in any newspaper, magazine or similar media, or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person not previously known to him or her. e) The information supplied by Seller in the Confidential Investor Questionnaire is accurate and correct in all material respects. f) Seller is a U.S. person. Or, in the alternative, if Seller is a foreign person, Seller is not acquiring the Shares for the account or benefit of any U.S. person. g) Seller has no intent of changing his state of principal residence. h) Seller has sufficient knowledge and experience in business and financial matters in general and is capable of utilizing the available information to evaluate the merits and risks involved in acquiring the Shares. i) Seller is capable of bearing all the economic risks involved in the acquisition on the Shares. j) Seller is acquiring the Shares for Seller’s own account, for investment, and with no view to the resale or distribution thereof. k) Seller understands that Seller must bear the economic risk of the investment in the Shares for an amount equal indefinite period because the Shares have not been registered under the Acts and, therefore, are subject to Five Hundred Million Dollars restrictions upon transfer imposed by securities laws and that the Shares may not be sold or otherwise transferred unless they are registered under the Acts or an exemption from such registration is available. Seller understands that Purchaser is not under any obligation, and has no present intention, to file a registration statement under the Acts or to comply with any exemptions under the Acts for purposes of any resales. l) Seller shall not assign, sell, or make any other disposition of any Shares in the absence of an effective registration statement, qualification, or other authorization relating thereto under the Acts, or an opinion of qualified counsel satisfactory to Purchaser to the effect that the proposed assignment, sale, or other disposition of the Shares will neither constitute nor result in any violation of the Acts. Any certificates or other documents which may be issued representing the Shares shall be endorsed with a legend to this effect ($500,000,000) single limit liability coveragein addition to any other legends that, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companiesin the opinion of Purchaser's counsel, directorsmay be required): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, officers, agents and employees as additional insureds AS AMENDED (collectively, the THE “Additional InsuredsACT”), OR ANY STATE SECURITIES LAWS, IN RELIANCE UPON EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT THAT AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. m) The representations, warranties and covenants herein contained are made and given by Seller to induce Purchaser to sell and issue the Shares to Seller, and each representation, warranty, and covenant constitutes a material portion of the consideration therefore. n) Seller understands and acknowledges that no statements made by the Purchaser should be construed as tax or legal advice and that Seller should seek the advice of his own advisors, accountants, and legal counsels in making his investment decision.

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller represents and warrants to Buyer, as of the date hereof Parent and as of the Closing Date, Acquisition as follows: (a) Joust Group Each of Seller A, Seller B and Seller C is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Maryland. Joust Group has the requisite limited liability company power and authority to carry on the business in which it is engaged, to own its assets, to execute, deliver and perform its obligations under this Agreement and the Seller Documents, and to consummate the transaction contemplated herebyincorporation. (b) The Company is a limited liability company duly organizedEach of Seller A, validly existing Seller B, Seller C and in good standing under the laws of the State of Maryland. The Company Seller E has the requisite limited liability company all necessary power and authority to carry on the business in which it is engaged execute and deliver this Agreement, to perform its obligations hereunder and to own its assets, including, without limitation, consummate the Aircrafttransactions contemplated hereby. (c) The execution execution, delivery and delivery by such Seller of, and the performance by such Seller of its obligations under, this Agreement and any other agreements, statements, certificates, instruments or other documents to be executed the consummation of the transactions contemplated hereby have been duly and delivered validly authorized by the Sellers at board of directors of each of Seller A, Seller B, Seller C and Seller E and no other proceedings on the Closing pursuant part of any of Seller A, Seller B, Seller C or Seller E are necessary to authorize this Agreement (collectively, the “Seller Documents”) and the consummation by such Seller of the transaction contemplated hereby (i) have been or will be duly authorized and approved by all necessary action of such Seller, (ii) do not and will not require any further or additional consent, approval or authorization of such Seller, (iii) do not and will not violate, contravene or conflict with the Articles of Organization or Operating Agreement of Joust Group or the Company or any law, regulation, judgment, order or decree to which such Seller or the Company or any of such Seller’s or the Company’s assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a breach of, or constitute a default under, any contract, instrument, commitment or arrangement to which such Seller or the Company is a party, by which such Seller or the Company is bound or to which any of such Seller’s or consummate the Company’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of such Seller’s or the Company’s assetstransactions so contemplated. (d) This Agreement has been duly and validly executed and delivered by each Seller and constitutes and each of the other Seller Documents will constitute the a legal, valid and binding agreement of such each Seller enforceable against such each Seller in accordance with its terms, except as such that the enforceability hereof may be limited by subject to applicable bankruptcy, moratorium, insolvency, reorganization insolvency or other similar laws now or hereinafter in effect affecting or limiting the enforcement of creditors’ ' rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity)generally. (e) To The execution, delivery and performance by the best Sellers of such Seller’s knowledge, there are no actions, suits, proceedings, claims or demands of any kind, pending or threatened (collectively, “Claims”), against or affecting such Seller or the Company that restrain or prohibit (or seek to restrain or prohibit) this Agreement and the consummation by such Seller of the transaction transactions contemplated hereby. (f) Mr. Xxxxxx Xxxxx hereby do not and will not (i) is contravene or conflict with the sole record holder and beneficial owner Certificate of the Xxxxxx Xxxxx InterestIncorporation or By-Laws of any of Seller A, free and clear Seller B or Seller C or any organizational or governing documents of all Liens, Seller E; (ii) has good and marketable title contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Xxxxxx Xxxxx Interestany Seller, any of their respective subsidiaries or any of their respective properties; (iii) has conflict with, or result in the full rightbreach or termination of any provision of or constitute a default (with or without the giving of notice or the lapse of time or both) under, title, power and authority to validly sell, assign, transfer and convey the Xxxxxx Xxxxx Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Xxxxxx Xxxxx Interest give rise to any other Person. (g) Joust Group (i) is the sole record holder and beneficial owner right of the Joust Group Interesttermination, free and clear cancellation, or loss of all Liens, (ii) has good and marketable title to the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Joust Group Interest to any other Person. (h) The Company is the sole registered, legal and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”), together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom benefit to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the Engines and/or the Parts which are in the Company’s possession any Seller or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframe, the Engines and/or the Parts (all of the foregoing being referred to, collectively, as the “Aircraft”). (i) There are no Liens on or with respect to the Aircraft. (j) The Company is not a party to, or otherwise bound by, any agreement currently in effect, including, without limitation, with respect to the Aircraft, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyer, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the Company is not in breach or default of any of its obligations subsidiaries is entitled under any provision of any agreement, contract, license or other instrument binding upon such Seller, any of its subsidiaries or any of their respective properties, or allow the acceleration of the Existing Agreements. (k) Each of the Sellers is a party to the Amended and Restated Operating Agreement of the Companyperformance of, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the member’s rights and obligations with respect to the Company. (l) Mr. Xxxxxx Xxxxx, in his capacity as Manager of the Company, consents to the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest as contemplated by this Agreement, pursuant to Section 5.1.A. of the Company’s Operating Agreement. (m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements. (o) Since its formation, the Company has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraft. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management Agreement: (i) all-risk hull insurance against any loss, theft or damage to the Aircraft (including, without limitation, extended coverage with respect to any Engine or Parts while removed from the Aircraft); and (ii) comprehensive aviation liability insurance (including, without limitation, aircraft passenger and property damage coverage) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, the “Additional Insureds”).obligation of

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller of the Sellers, jointly and severally, hereby represents and warrants to Buyerto, and covenants and agrees with, Purchaser, as of the date hereof and as of the Closing Date, as followsthat: (a) Joust Group Each of the Sellers is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State of MarylandLouisiana, having its principal place of business and its registered office at 115 Landry Street, P.O. Box 189, Xxxxxxxxx, Louisiana 70392. Joust Group Each of the Sellers has the requisite limited liability company full power and authority to carry own or hold its properties and to conduct its business as presently conducted. Each Seller is licensed or qualified to do business as a foreign corporation or entity, as the case may be, and in good standing in all jurisdictions (i) it owns or leases property to be leased by Purchaser from that Seller, or (ii) its failure to be so licensed or qualified would have a material adverse effect on the business in which it is engaged, to own its assets, to execute, deliver and perform its obligations under this Agreement and the Seller Documents, and to consummate the transaction contemplated herebyPurchased Assets. (b) The Company is a limited liability company duly organizedexecution and delivery of this Agreement by each Seller, validly existing the performance by each Seller of its covenants and in good standing under agreements hereunder and the laws consummation by each Seller of the State transactions contemplated hereby have been duly authorized by all necessary actions (corporate and other) of Marylandsuch Seller. The Company This Agreement has been duly executed and delivered by each of the requisite limited liability company power Sellers and authority to carry on the business Stockholders and constitutes a valid and legally binding obligation of each Seller and Stockholder, enforceable against each Seller and Stockholder in which it is engaged and to own accordance with its assets, including, without limitation, the Aircraftterms. (c) The Neither the execution and delivery by such Seller ofof this Agreement, and nor the performance by such Seller consummation of its obligations underthe transactions contemplated hereby, this Agreement and violates any other agreements, statements, certificates, instruments provision of the articles of incorporation or other documents to be executed and delivered by by-laws of the Sellers at the Closing pursuant to this Agreement (collectively, the “Seller Documents”) and the consummation by such Seller of the transaction contemplated hereby (i) have been or will be duly authorized and approved by all necessary action of such Seller, (ii) do not and will not require any further or additional consent, approval or authorization of such Seller, (iii) do not and will not violate, contravene or conflict with the Articles of Organization or Operating Agreement of Joust Group or the Company or any lawapplicable statute, ordinance, regulation, judgmentorder, order judgment or decree to which such Seller of any court or the Company or any of such Seller’s or the Company’s assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing withgovernmental agency, or any notice to, any Person (beyond that which has already been obtained), (v) do not and conflicts with or will not result in a any breach of, or accelerate the performance required by, any of the terms of or constitute a default under, any contract, instrument, commitment under or arrangement to which such Seller result in the termination of or the Company is a party, by which such Seller creation of any lien pursuant to the terms of any contract or the Company is bound or agreement to which any of such Seller’s the Sellers is a party or the Company’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on by which any of such Seller’s them or any of the Company’s assetsPurchased Assets is bound. (d) This Agreement constitutes All of the issued and outstanding shares of capital stock of Galaxie and Moonmaid are owned by one or more of the Stockholders. Ninety-six percent (96%) of the issued and outstanding shares of capital stock of Triangle is owned by the Stockholders. All of the outstanding shares of capital stock of each of the other Seller Documents will constitute Sellers have been validly issued and are fully paid and non-assessable. There are no subscriptions, warrants, options, calls, commitments or agreements to which any of those Sellers is bound relating to the legal, valid and binding agreement issuance or sale of such Seller enforceable against such Seller in accordance with shares of its terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization capital stock or other similar laws affecting or limiting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity)securities. (e) To The Purchased Assets include all of the best vessels of Sellers, along with the related operating assets of Sellers, excluding real property, used in or related in any way to the offshore service business of Sellers as presently conducted, and such assets constitute substantially all of the assets used by Sellers during the last three fiscal years in the conduct of such Seller’s knowledge, there are no actions, suits, proceedings, claims or demands of any kind, pending or threatened (collectively, “Claims”), against or affecting such business. Each Seller or the Company that restrain or prohibit (or seek to restrain or prohibit) the consummation by such Seller of the transaction contemplated hereby. (f) Mr. Xxxxxx Xxxxx (i) is the sole record holder and beneficial owner of the Xxxxxx Xxxxx Interest, free and clear of all Liens, (ii) has good and marketable title to the Xxxxxx Xxxxx InterestPurchased Assets owned by it, (iii) free and clear of any defect in title and free and clear of all liens, charges, encumbrances, mortgages or security interests whatsoever, except as set forth in Schedules 7.1, 7.2, and 7.3. Each Seller has the full right to sell and transfer its Purchased Assets to Purchaser, and upon transfer of the Purchased Assets to Purchaser pursuant hereto, Purchaser will acquire good and marketable title and all of Sellers right, title, power and authority interest in and to validly sellthe Purchased Assets, assignfree and clear of any defect in title and free and clear of all liens, transfer and convey charges, encumbrances, mortgages, or security interests whatsoever. All of the Xxxxxx Xxxxx Interest to BuyerVessels have valid USCG Certificates of Inspection, and (iv) has not entered into any agreement to sellthe Vessels designated in Part II of Schedules 7.1, hypothecate or otherwise dispose 7.2, and 7.3 as ABS classed, are in class as provided in said Schedules, free of recommendations. None of the Xxxxxx Xxxxx Interest other Purchased Assets (or the uses to which they are put) fails to conform with any other Personapplicable law, ordinance or regulation in a manner which is likely to be material to the operations of the Sellers business or the continuing use and operation of those Purchased Assets by the Purchaser as they have been used by Sellers. (f) Each of the Sellers delivered to Purchaser its balance sheet as of December 31, 1995, together with the related statements of operations, retained earnings and changes in financial position, including the notes thereto, if any, all for the year then ended, which audited financial statements have been reported on by Wegmann-Dazet and Company, the cxxxxxxxx xxxxic accountants for Sellers (such financial statements are herein referred to as the "Financial Statements"). The Financial Statements are true and correct in all material respects and have been prepared in accordance with generally accepted accounting principles applied consistently throughout the periods involved. The Financial Statements fully and fairly present the financial condition of the Sellers in all material respects as of the dates thereof and the results of the operations of Sellers for the periods indicated. The balance sheets constituting a part of each of the Financial Statements fairly reflects all liabilities of the Sellers of the types normally reflected in balance sheets as at the date thereof. True, correct and complete copies of each of the Financial Statements have been delivered to Purchaser. (g) Joust Group Except as set forth in Schedule 9.1 or, as to events occurring after the date of this Purchase Agreement, in an addendum to Schedule 9.1 to be filed on the Closing Date, subsequent to September 30, 1996, and, in the case of Purchased Assets, since the date that Purchaser inspected those Purchased Assets, there has not been any (i) is material adverse change or prospective change in the sole record holder and beneficial owner condition of the Joust Group InterestSellers, free and clear financial or otherwise, or in the results of all Liens, its operations; (ii) has good and marketable title to material damage or destruction (whether or not insured) affecting the Joust Group Interest, Purchased Assets or the business operations of Sellers; (iii) has labor dispute or, to the full rightbest of the knowledge of any of the Sellers, title, power and authority to validly sell, assign, transfer and convey threatened labor dispute involving any of the Joust Group Interest to Buyer, and employees of any of the Sellers; (iv) has not entered into any agreement actual or, to sell, hypothecate or otherwise dispose the best of the Joust Group Interest knowledge of any of the Sellers, threatened dispute pertaining to the business with any major supplier or customer of Sellers; or (v) other event or condition of any character, known to any other Personof the Sellers or which in the exercise of reasonable diligence should be known to any of them, not disclosed in this Agreement pertaining to and materially adversely affecting the business. (h) The Company is Each Seller has filed or caused to be filed all Federal, state, municipal and other tax returns, reports and declarations required to be filed by it and, where applicable, has paid or reserved (as reflected on the sole registeredbalance sheet in accordance with generally accepted accounting principles) for any and all taxes, legal and beneficial owner ofimposts, and has good and marketable title assessments, levies, or other governmental charges of any kind whatsoever, including, but not limited to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 income, franchise, sales, use, ad valorem, unemployment, withholding, social security, worker s compensation and FAA Registration Number N909PM estimated income and franchise taxes (including any interest, penalty, fine or addition thereto) ("Taxes") which have been or shall become due with respect to all taxable periods ending at or prior to the “Airframe”date hereof (and will pay or reserve (in accordance with generally accepted accounting principles) for all taxes which shall become due with respect to all taxable periods, or portion thereof, ending at or prior to the Closing Date). No deficiency in payment of any Taxes for any period, together except as listed on Schedule 9.2(a) and for which scheduled deficiencies the Sellers have set aside adequate reserves, has been asserted by any taxing authority which remains unsettled at the date hereof. No Seller has been (or with notice or lapse of time or both, would be) in violation of any applicable law relating to the payment or withholding of Taxes. Each Seller has duly and timely withheld from (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (Bx) all componentsemployee salaries, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipmentwages, and other equipment compensation and (y) all other payments, and paid over to the appropriate taxing authorities, all amounts required to be so withheld and paid over for all periods under all applicable laws. None of the Purchased Assets is an asset or property installed thereon, incorporated therein, attached thereto that is or temporarily removed therefrom will be required to which be treated as being (i) owned by any Person (other than the Company has title (collectively, the “Parts”), (CPurchaser) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related pursuant to the Airframeprovisions of Section 168(f)(8) of the Internal Revenue Code of 1954, as amended and in effect immediately before the Engines and/or enactment of the Parts Tax Reform Act of 1986, or (ii) tax-exempt use property within the meaning of Section 168(h)(1) of the Internal Revenue Code of 1986, as amended. Set forth in Schedule 9.2(b) is an itemization of all taxes other than income taxes which are in the Company’s possession due or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect shall become due with respect to all taxable periods ending on or prior to the Airframe, the Engines and/or the Parts (all of the foregoing being referred to, collectively, as the “Aircraft”)Closing Date. (i) There are no Liens on or with respect Annexed hereto as Schedule 9.3 is a list of all policies of liability, theft, environmental liability, fidelity, life, fire, casualty, hull, marine protection and indemnity and other forms of insurance held by Sellers and relating to their business (specifying the Aircraft. (j) The Company is not a party totype of coverage, or otherwise bound byinsurer, any agreement currently in effectpolicy number, including, without limitation, with respect to the Aircraft, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by policy period and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyer, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing Agreements”named insured). Each of the Existing Agreements is in full force and effect, and the Company is not in breach or default of any of its obligations under any of the Existing Agreements. (k) Each of the Sellers is a party to the Amended and Restated Operating Agreement of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is All such policies are in full force and effect and has not all premiums due thereon prior to or on the Closing Date have been amendedpaid. Sellers have complied in all material respects with the provisions of such policies. Sellers have endeavored to place all policies of insurance held by them with solvent underwriters. (j) Set forth in Schedule 3.1 are a list and brief description of (i) all charters, modified contracts, agreements, licenses, leases, arrangements (written or terminated since February 27oral) and other documents to which any Seller is a party or by which any Seller or any of its assets is bound and which are to be assigned to, 2007and assumed by, Purchaser pursuant to this Agreement; and (ii) obligations and liabilities of Sellers pursuant to uncompleted orders for the purchase of materials, supplies, equipment and services for the requirements of the conduct of business with respect to which the remaining obligation of any of Sellers is in excess of $5,000 in the aggregate and which are to be assigned to, and assumed by, Purchaser pursuant to this Agreement (which Schedule shall be updated as of December 31, 1996, as appropriate. Neither None of Sellers is in default in the performance of any covenant or condition under any of the aforementioned contracts and, to the knowledge of any of the Sellers after reasonable inquiry, no claim of such a default has been made. To the knowledge of the Sellers, no other party thereto is in default in the performance of any covenant or condition under any of the aforementioned agreements. (k) Set forth in Schedule 9.4(a) is a party list of all agreements between Sellers and the employees of Sellers with regard to any compensation, whether individually or collectively, except oral agreements terminable by Sellers on not more than 30 days notice without penalty, and set forth in Schedule 9.4(b) attached hereto is a list of all (i) employees of Sellers and their respective positions, job categories, years of service, and salaries; and (ii) agents or other agreement currently in effect relating to representatives retained or utilized by Sellers and the operation basis on which they are compensated. All employees who are absent from active employment (by reason of disability, leave of absence, maintenance and cure, or management of the Company otherwise) are separately listed on Schedule 9.4(c). There are no collective bargaining, employment, consultancy or the member’s rights and obligations similar agreements with respect to current or former employees of the Companybusiness. No union or other collective bargaining unit has been certified or recognized by Sellers as representing any of its employees. (l) Mr. Xxxxxx XxxxxExcept as set forth on Schedule 9.5, in his capacity as Manager there are no pending or, to the best knowledge of the CompanySellers, consents threatened (A) strikes, work stoppages, slowdowns, grievances or other labor disputes with respect to the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest as contemplated by this Agreement, pursuant to Section 5.1.A. of the Company’s Operating Agreement. (m) Each any employees of the Sellers consents to Buyer becoming a member of the Company at the Closing. or (nB) Since its formationcomplaints or charges with any federal, the Company has not engaged in state or operated any business local governmental agency or otherwise engaged in or undertaken any activities except for the acquisitioncourt, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements. (o) Since its formation, the Company has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraft. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 any employees of the Management Agreement:business. (i) all-risk hull insurance against Set forth in Schedule 9.6(a) is a list of all Environmental Permits held by Sellers pursuant to or required by any loss, theft or damage Environmental Law to operate the Aircraft (including, without limitation, extended coverage with respect to any Engine or Parts while removed from Purchased Assets and operations of the Aircraft); andSellers in the manner in which they have heretofore been operated. (ii) comprehensive aviation liability insurance Except as set forth in Schedule 9.6(b): (including, without limitation, aircraft passenger A) the Purchased Assets and property damage coverageoperations of the Sellers that are being purchased by the Purchaser comply with all such Environmental Permits and the Environmental Laws; (B) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, neither any of the “Additional Insureds”).Purchased Assets

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller Seller, respectively and for its own behalf, represents and warrants to Buyer, as of the date hereof and as of the Closing Date, as follows: (a) Joust Group Each Seller, if an entity, is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland. Joust Group and that each has the requisite limited liability company power and authority to carry on the business in which it is engaged, engaged and to own its assets, to execute, deliver and perform its obligations under this Agreement and the Seller Documents, and to consummate the transaction contemplated hereby. (b) The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland. The Company has the requisite limited liability company power and authority to carry on the business in which it is engaged and to own its assets, including, without limitation, the Aircraft. (c) The execution and delivery by such Seller of, and the performance by such Seller of its obligations under, under this Agreement and any other agreements, statements, certificates, instruments or other documents to be executed and delivered by the Sellers at the Closing pursuant to this Agreement (collectively, the “Seller Documents”) and the consummation by such Seller of the transaction contemplated hereby (i) have been or will be duly authorized and approved by all necessary action of such Seller, (ii) do not and will not require any further or additional consent, approval or authorization of such Seller, (iii) do not and will not violate, contravene or conflict with the Articles articles of Organization organization or operating agreement of such Seller, including with limitation the Operating Agreement of Joust Group or the Company Company, a copy of which is included in Schedule II attached hereto, or any lawLaw, regulation, judgment, order or decree to which such Seller or the Company or any of such Seller’s or the Company’s assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a breach of, or constitute a default under, any contract, instrument, commitment or arrangement to which such Seller or the Company is a party, by which such Seller or the Company is bound or to which any of such Seller’s or the Company’s assets are subject, and (vi) do not and will not result in the imposition of a Lien lien on any of such Seller’s or the Company’s assets. (dc) This Agreement constitutes and each of the other Seller Documents will constitute the legal, valid and binding agreement of such Seller enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws Laws affecting or limiting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law Law or in equity). (ed) To the best of such Seller’s knowledge, there are no actions, suits, proceedings, claims or demands of any kind, pending or threatened (collectively, “Claims”), against or affecting such Seller or the Company that restrain or prohibit (or seek to restrain or prohibit) the consummation by such Seller of the transaction contemplated hereby. (fe) Mr. Xxxxxx Xxxxx the SmartGuard Members (i) is are the sole record holder holders and beneficial owner owners of the Xxxxxx Xxxxx Interest, free and clear of all Liens, (ii) has have good and marketable title to the Xxxxxx Xxxxx Interest, (iii) has have the full right, title, power and authority to validly sell, assign, transfer and convey the Xxxxxx Xxxxx Interest to Buyer, and (iv) has have not entered into any agreement to sell, hypothecate or otherwise dispose of the Xxxxxx Xxxxx Interest to any other Personperson. (g) Joust Group (i) is the sole record holder and beneficial owner of the Joust Group Interest, free and clear of all Liens, (ii) has good and marketable title to the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Joust Group Interest to any other Person. (h) The Company is the sole registered, legal and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”), together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the Engines and/or the Parts which are in the Company’s possession or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframe, the Engines and/or the Parts (all of the foregoing being referred to, collectively, as the “Aircraft”). (i) There are no Liens on or with respect to the Aircraft. (j) The Company is not a party to, or otherwise bound by, any agreement currently in effect, including, without limitation, with respect to the Aircraft, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyer, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the Company is not in breach or default of any of its obligations under any of the Existing Agreements. (k) Each of the Sellers is a party to the Amended and Restated Operating Agreement of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the member’s rights and obligations with respect to the Company. (l) Mr. Xxxxxx Xxxxx, in his capacity as Manager of the Company, consents to the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest as contemplated by this Agreement, pursuant to Section 5.1.A. of the Company’s Operating Agreement. (mf) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements. (o) Since its formation, the Company has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraft. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management Agreement: (i) all-risk hull insurance against any loss, theft or damage to the Aircraft (including, without limitation, extended coverage with respect to any Engine or Parts while removed from the Aircraft); and (ii) comprehensive aviation liability insurance (including, without limitation, aircraft passenger and property damage coverage) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, the “Additional Insureds”).

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each As an inducement to Purchasers to enter into this Agreement and to consummate the transactions contemplated hereby, each Seller represents and warrants to Buyer, as of the date hereof and as of at the Closing Date, Date as follows: (a) Joust Group Seller Subsidiary is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State state of MarylandDelaware. Joust Group has the requisite limited liability company power and authority to carry on the business in which it is engaged, to own its assets, to execute, deliver and perform its obligations under this Agreement and the Seller Documents, and to consummate the transaction contemplated hereby. (b) The Company AeroGroup is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State state of MarylandUtah. The Company Seller has the power and the authority and all licenses and permits required by governmental authorities to own and operate its assets and carry on its business as now being conducted. AeroGroup does not have any subsidiaries other then Subsidiary Sellers and Subsidiary Sellers do not own beneficially or of record any equity interest in any corporation, company, partnership or other business organization or entity. Sellers do not have any indebtedness or liabilities owed to any person other then the Assumed Liabilities. (b) Seller has the requisite limited liability company power and authority to carry on execute and perform this Agreement and all other agreements, documents and instruments to be entered into in connection with the business in which it is engaged and to own its assets, including, without limitation, the Aircrafttransactions contemplated hereby. (c) AeroGroup is the sole stockholders of Subsidiary Sellers. The execution execution, delivery and delivery by such Seller of, and the performance by such Seller of its obligations under, this Agreement and any all other agreements, statements, certificates, instruments or other documents agreements to be executed and delivered entered into in connection with the transactions contemplated hereby have been duly authorized by the Sellers at board of directors of Seller and by AeroGroup as the Closing pursuant to this Agreement (collectively, the “Seller Documents”) and the consummation by such Seller sole stockholder of the transaction contemplated hereby (i) have been or will be duly authorized Subsidiary Sellers and approved by all necessary action of such Seller, (ii) do not and will not require violate or conflict with any further provisions of the Certificate of Incorporation or additional Bylaws of any Seller or any agreement, instrument, law, order or regulation to which any Seller is a party or by which Seller is bound. No consent, approval or authorization of such Seller, (iii) do not and will not violate, contravene or conflict with the Articles of Organization or Operating Agreement of Joust Group or the Company or any law, regulation, judgment, order or decree to which such Seller or the Company or any of such Seller’s or the Company’s assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, with or any notice notification to, any Person lender (beyond that which has already been obtainedother then certain creditors with respect to the Assumed Liabilities), (v) do not and will not result in a breach ofsecurity holder, governmental agency or constitute a default under, any contract, instrument, commitment other person or arrangement to which such entity is required by Seller or in connection with the Company is a partyexecution, delivery and performance by which such the Seller or of this Agreement and the Company is bound or to which any consummation of such Seller’s or the Company’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of such Seller’s or the Company’s assetstransactions contemplated hereby. (d) This Agreement constitutes Agreement, and each of all other instruments delivered by Seller in connection herewith or to be delivered by Seller at Closing, have been duly executed and delivered by the other Seller Documents will constitute the and are legal, valid and binding agreement obligations of such Seller Seller, enforceable against such Seller in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (e) To The Seller is the best owner of such Seller’s knowledgeand has good, there valid and marketable title to the Purchased Assets which are no actions, suits, proceedings, claims or demands of any kind, pending or threatened (collectively, “Claims”), against or affecting such Seller or the Company that restrain or prohibit (or seek to restrain or prohibit) the consummation indicated as being owned and transferred herein by such Seller of the transaction contemplated hereby. (f) Mr. Xxxxxx Xxxxx (i) is the sole record holder and beneficial owner of the Xxxxxx Xxxxx Intereston schedules hereto, free and clear of all Liens, (ii) has good and marketable title liens other then liens relating to the Xxxxxx Xxxxx InterestSecured Xxxxxxx Note. Notwithstanding the foregoing, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey parties understand that the Xxxxxx Xxxxx Interest to Buyerassumption of the contracts, and the ownership, importation, exportation and operation of certain of the Purchased Assets requires ATF, CCR and ICAT permits and licenses (ivas well as permits from various agencies of foreign governments) has which are the responsibilities of the respective parties herein. (f) Seller does not entered into have any agreement to sellknowledge of any action, hypothecate suit, litigation or proceeding pending or threatened against it or otherwise dispose or relating to the Purchased Assets or Business, nor does Seller know of any basis for any such action, or of any governmental investigation relating to the Xxxxxx Xxxxx Interest to any other PersonPurchased Assets or the Business. (g) Joust Group (i) Seller does not have knowledge of any order, writ, injunction or decree that has been issued by, or requested of, any court or governmental agency which is against, or binding on Seller which may affect, limit or control the sole record holder and beneficial owner of the Joust Group Interest, free and clear of all Liens, (ii) has good and marketable title to the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate Purchased Assets or otherwise dispose of the Joust Group Interest to any other PersonPurchasers’ use thereof. (h) The Company is Seller has obtained all required approvals or authorizations of this Agreement and any other agreements to be entered into in connection with the sole registered, legal and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM transactions contemplated hereby which are required by law or otherwise in order to make this Agreement or any other agreements entered into in connection with the transactions contemplated hereby binding upon Seller (the “Airframe”), together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related subject to the Airframe, requisite filings with the Engines and/or the Parts Federal Aviation Administration and similar foreign aviation authorities which are necessary in the Company’s possession order to effect transfer of title, which actions and filings have been initiated at or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect prior to the Airframe, the Engines and/or the Parts (all of the foregoing being referred to, collectively, as the “Aircraft”Closing). (i) There are no Liens liens for any federal, state, county or local franchise, income, excise, property, business, sales, commercial rent, employment or other taxes upon the Purchased Assets. Seller has timely filed all federal, state, county and local franchise, income, excise, property, business, sales, commercial rent and employment and other tax returns which are required to be filed through the Closing Date, and has paid, or will pay, all taxes which are due and payable on or with respect to before the AircraftClosing Date. (j) The Company Seller has, in all material respects, complied and is not a party toin compliance with all laws, orders and regulations of any governmental authority applicable to Seller, its Business, assets or otherwise bound by, any agreement currently in effectproperty or its operations, including, without limitation, laws relating to zoning, building codes, antitrust, occupational safety and health, environmental protection and conservation, water or air pollution, toxic and hazardous waste and substances control, consumer product safety, product liability, hiring, wages, hours, employee benefit plans and programs, collective bargaining and withholding and social security taxes. Notwithstanding the foregoing, AeroGroup has not complied with respect to its reporting obligations under the AircraftSecurities & Exchange Act of 1934, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 amended (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyer, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing AgreementsExchange Act”). Each of the Existing Agreements is in full force and effect, and the Company is not in breach or default of any of its obligations under any of the Existing Agreements. (k) Each Seller does not know of any facts or circumstances not disclosed to Purchasers which indicate that the Purchased Assets may be adversely affected or which otherwise should be disclosed to Purchaser in order to make any of the Sellers is a party to representations or warranties made herein on the Amended and Restated Operating Agreement part of the CompanySeller not misleading. No representation or warranty by Seller contained in this Agreement, dated as and no statement contained in any schedule, exhibit, certificate or other instrument furnished to Purchasers under or in connection with this Agreement, contains any untrue statement of February 27any material fact, 2007 (or omits to state any material fact necessary in order to make the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has statements contained herein or therein not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the member’s rights and obligations with respect to the Companymisleading. (l) Mr. Xxxxxx Xxxxx, The representations and warranties of Seller contained in his capacity this Agreement will be true and correct on and as Manager of the Company, consents to Closing Date with the sale same force and effect as though such representations and warranties had been made on and as of the Xxxxxx Xxxxx Interest and the Joust Group Interest as contemplated by this Agreement, pursuant to Section 5.1.A. of the Company’s Operating AgreementClosing Date. (m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements. (o) Since its formation, the Company has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraft. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with With respect to the Aircraft in compliance with Section 13 Common Stock being issued to AeroGroup or otherwise underlying any of the Management Agreement: (i) allAssumed Liabilities, said shares are being acquired for investment purposes only and not with a view towards resale or distribution. Sellers have had an opportunity to ask questions of Purchasers and have done so. The Common Stock are restricted securities that have not been registered for re-risk hull insurance against any loss, theft or damage sale pursuant to the Aircraft Securities Act of 1933, as amended (includingthe “Act”). Sellers understand that the Common Stock may not be sold, without limitationtransferred, extended coverage with respect assigned or hypothecated or otherwise distributed to any Engine its shareholders as a dividend or Parts while removed otherwise, absent the effectiveness of a registration statement covering the sale of such Common Stock or an exemption from the Aircraft); and (ii) comprehensive aviation liability insurance (including, without limitation, aircraft passenger and property damage coverage) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, registration requirements the “Additional Insureds”)Act.

REPRESENTATIONS AND WARRANTIES OF SELLERS. Sellers makes the following representations and warranties: (a) Each Seller represents has full and warrants complete authority and capacity to Buyerexecute and deliver this Agreement and to consummate the transaction contemplated herein, as in accordance with the terms hereof. Subject to receipt of regulatory approval, this Agreement is the valid and binding obligation of Sellers, enforceable in accordance with its terms; (b) No representation or warranty made herein by Sellers, and no schedule, exhibit, certificate, or other instrument delivered by or on behalf of Sellers pursuant to this Agreement or in connection with the sale of Company Common Stock contemplated hereby, contains or will omit any statement of any material fact necessary to make the statements contained therein, in light of the date hereof circumstances under which they were made, not misleading; (c) Each of the representations, warranties, covenants, and agreements of Sellers contained in this Agreement shall be true, correct, and complete on and as of the Closing Date, as follows:except those changes occurring in the normal course of business or consented to by Buyer in writing; (ad) Joust Group Company is a limited liability company corporation and Bank is a state bank, each of which is duly organized, validly existing existing, and in good standing under the laws of the State of Maryland. Joust Group Iowa, and each of Company and Bank has the requisite limited liability company corporate power and authority is duly licensed and authorized to carry on its business, as now being conducted, and to own and operate all of its properties and assets. All charters, licenses, permits, authorizations, and approvals necessary for Bank's business, as currently being conducted, are in full force and effect. Accurate and complete copies of the business Articles of Incorporation of Company and Bank, and all amendments thereto, certified by the Secretary of State of Iowa as of a date within ten (10) days of the date hereof, and a complete and correct copy of the Bylaws of each of Company and Bank, if any, and all amendments thereto, certified by the Secretary of Company and Cashier of Bank, respectively, as of the date hereof, will be delivered to counsel for Buyer within ten (10) days of the date hereof. Bank is the only subsidiary of Company, and Bank has no operating subsidiaries. All deposits of Bank are insured by the Bank Insurance Fund administered by the Federal Deposit Insurance Corporation, subject to the limitations of the Federal Deposit Insurance Act, and such insurance will remain in full force and effect through the Closing Date; (i) Company has total authorized capital stock of $5,500,000, consisting of 500,000 shares of common stock of a par value of $1.00 per share, 43,150 of which, as of the date hereof, are issued and outstanding and all of which are owned by Sellers, and 500,000 shares of preferred stock of a par value of $10.00, none of which, as of the date hereof, are issued and outstanding. (ii) Bank has total authorized capital stock of $500,000, consisting of 100 shares of common stock of a single class of a par value of $5,000 per share, 40 of which, as of the date hereof, are issued and outstanding, all of which are owned by Company. (iii) All of Company's and Bank's issued and outstanding shares are validly issued, fully paid, and nonassessable. As of the date of this Agreement, neither Company nor Bank has outstanding any security, option, warrant, right, agreement, understanding, or commitment of any kind entitling any person or persons to purchase, subscribe for, or otherwise acquire (or relating to the voting of) any shares of capital stock of Company or Bank; (f) The call report of Bank, as of September 30, 1996, and Federal Reserve System Report form FR Y-9SP, as of June 30, 1996, of Company attached hereto as Appendix C fairly represent the conditions of Bank and Company, respectively, as of such dates. To the best knowledge of Sellers, all financial statements referred to in this section have been prepared in accordance with generally accepted accounting principles, as applied to banks, applied on a basis consistent with prior periods, do present fairly the financial position of and the results of operations of Bank at such date and for such period to which they relate, and include no changes from past periods in the manner of computation of its income, expenses, or tax liabilities, or any changes in the method or manner in which it is engageddetermines depreciation of its depreciable assets. Sellers shall cause Bank to furnish to Buyer a quarterly report for each quarter subsequent to September 30, 1996, within thirty (30) days after the close of each quarter. Hereinafter, all such financial information regarding Company and Bank delivered or to own its assetsbe delivered to Buyer shall be referred to as "Financial Statements"; (g) Except for (i) endorsements made in connection with the deposit of items for collection; (ii) unfunded loan commitments and letters of credit made in the ordinary course of the banking business of Bank, consistent with the past practices of Bank; and (iii) other obligations of Bank previously disclosed in writing to execute, deliver Buyer and perform its obligations under this Agreement and the Seller Documentsaccepted by Buyer, and to consummate the transaction contemplated hereby.best knowledge of Sellers, Bank does not have any indebtedness, liability, or commitment, contingent or otherwise, of the type and nature appropriately reflected on a bank's statement of condition, including, without limitation, any unfunded or unaccrued obligation under employee benefit plans or arrangements, or any obligations in the capacity as general partner or similar arrangement, which have not been fairly and adequately reflected in the Financial Statements as of September 30, 1996 (and for periods subsequent thereto), except for indebtedness, liabilities, and commitments incurred subsequent to September 30, 1996, in the ordinary and usual course of business; (bh) The All federal, state, and local tax returns required to be filed by Company and/or Bank have been timely filed. Neither Company nor Bank is a limited liability company duly organizedparty to any pending actions or proceedings by any taxing authority for assessment or collection of taxes, validly existing and no such actions or proceedings have been threatened, nor has Company or Bank received any notice of deficiency or other adjustments with respect to its income and franchise tax returns. There are no agreements, waivers, or other arrangements providing for an extension of time with respect to the assessment of any tax or deficiency against Company or Bank, nor are any actions, suits, or claims now pending or threatened against either of them in good standing under the laws respect of any tax or assessment; (i) Bank and Company have each timely filed all of the State of Maryland. The Company has required information returns or statements with the requisite limited liability company power appropriate governmental authorities (federal, state, and authority to carry on the business in which it is engaged and to own its assetslocal), including, without limitation, the Aircraft. (c) information returns or statements required under the Internal Revenue Code of 1986, as amended. The execution information returns or statements filed by Bank and delivery by such Seller ofCompany are complete and correct in all material respects, and the performance by such Seller of its obligations under, this Agreement and any other agreements, statements, certificates, instruments or other documents to be executed and delivered by the Sellers at the Closing pursuant to this Agreement (collectively, the “Seller Documents”) and the consummation by such Seller of the transaction contemplated hereby (i) have been or will be duly authorized and approved by all necessary action of such Seller, (ii) do not and will not require any further or additional consent, approval or authorization of such Seller, (iii) do not and will not violate, contravene or conflict with the Articles of Organization or Operating Agreement of Joust Group or the Company or any law, regulation, judgment, order or decree to which such Seller or the Company or any of such Seller’s or the Company’s assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a breach of, or constitute a default under, any contract, instrument, commitment or arrangement to which such Seller or the Company is a party, by which such Seller or the Company is bound or to which any of such Seller’s or the Company’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of such Seller’s or the Company’s assets. (d) This Agreement constitutes and each of the other Seller Documents will constitute the legal, valid and binding agreement of such Seller enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (e) To the best of such Seller’s knowledge, there are no actions, suits, proceedings, claims material penalties or demands other liabilities due from Bank or Company or assessable against either of any kind, pending or threatened (collectively, “Claims”), against or affecting such Seller or the Company that restrain or prohibit (or seek to restrain or prohibit) the consummation by such Seller of the transaction contemplated hereby. (f) Mr. Xxxxxx Xxxxx (i) is the sole record holder and beneficial owner of the Xxxxxx Xxxxx Interest, free and clear of all Liens, (ii) has good and marketable title to the Xxxxxx Xxxxx Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Xxxxxx Xxxxx Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Xxxxxx Xxxxx Interest to any other Person. (g) Joust Group (i) is the sole record holder and beneficial owner of the Joust Group Interest, free and clear of all Liens, (ii) has good and marketable title to the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Joust Group Interest to any other Person. (h) The Company is the sole registered, legal and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”), together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the Engines and/or the Parts which are in the Company’s possession or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect them with respect to the Airframe, the Engines and/or the Parts (all of the foregoing being referred to, collectively, as the “Aircraft”). (i) There are no Liens on such returns or with respect to the Aircraft. (j) The statements. Bank and Company is not a party to, or otherwise bound by, any agreement currently in effect, including, without limitation, with respect to the Aircraft, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyer, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the Company is not in breach or default of any of its obligations under any of the Existing Agreements. (k) Each of the Sellers is a party to the Amended and Restated Operating Agreement of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the member’s rights and obligations with respect to the Company. (l) Mr. Xxxxxx Xxxxx, in his capacity as Manager of the Company, consents to the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest as contemplated by this Agreement, pursuant to Section 5.1.A. of the Company’s Operating Agreement. (m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements. (o) Since its formation, the Company has been and is currently in compliance have complied with all applicable laws federal and state laws, rules, and regulations, including, without limitation, the requirements of Section 3406 of the Internal Revenue Code of 1986, as amended, regarding the withholding of tax on payments made by them. Neither Bank nor Company has any material outstanding liability or unassessed potential liability to any governmental agency for amounts which either was required to withhold under applicable federal and state laws, rules, and regulations; (j) As of the date of the most recent regulatory compliance examination, Bank has no violations of state or federal law or regulation requiring reimbursement of money to customers or borrowers of Bank or, if any such reimbursements were required, all laws and regulations relating such reimbursements have been made to the ownership, management and operation satisfaction of the Aircraft.Bank's primary regulator; (pk) The Company Bank has no obligations good and marketable title, free and clear of any mortgage, pledge, lien, charge, or liabilities except for other encumbrance, to all its obligations real and liabilities under personal property and other assets reflected in the Existing Agreements. (q) The Company maintains the following insurance coverage with respect Financial Statements or acquired by it subsequent to the Aircraft in compliance with Section 13 of the Management Agreementdate thereof, except for: (i) all-risk hull insurance against any lossThe liens or encumbrances on such property or assets described or referred to in such Financial Statements; (ii) Liens for current taxes not yet due and payable, theft or damage to for taxes being contested in good faith; (iii) Dispositions of such property or assets in the Aircraft (including, without limitation, extended coverage with respect to any Engine or Parts while removed from the Aircraft)ordinary course of business and for fair value; and (iv) Certain liens, unpaid taxes, and other impediments to good and marketable title with respect to repossessed or voluntarily surrendered personal property and other real estate owned, to the extent described in title opinions or otherwise reflected in the loan files relating to such properties. (l) All leases, subleases, or arrangements pursuant to which Bank leases real or personal property are valid and enforceable in accordance with their respective terms, subject to laws affecting creditors' rights generally, and grant the leasehold estate they purport to grant, free and clear of any mortgage, pledge, lien charge, or other encumbrance, and there is not under any of such instruments any material existing default or any event which, with the lapse of time or notice by a third party, or both, could result in such a default, nor has Bank waived any of its rights or options nor exercised any of its options thereunder; (m) Bank has obtained all licenses, permits, and governmental approvals and orders required by applicable law or governmental regulations necessary or appropriate in the conduct of its banking business at the banking premises. All real and personal properties used by Bank for banking purposes are in good operating condition and repair, except for normal wear and tear, and are suitable for the purposes for which they are presently utilized. Bank's ownership and operation of its real and personal property, including other real estate owned, substantially complies with all laws, ordinances, regulations, orders, and other governmental requirements relating thereto now in effect or scheduled to come into effect, including, to the best knowledge of Sellers, Environmental Laws, and such properties are not affected or threatened by any condemnation or eminent domain proceeding. "Environmental Laws," as used herein, shall mean all federal, state, and local laws, including statutes, regulations, ordinances, codes, rules, and other governmental restrictions and requirements relating to the environmental or hazardous substances, including, but not limited to, the Toxic Substance Act, the Clean Air Act, the Clean Water Act, the Resources Conservation and Recovery Act of 1976, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, regulations of the Environmental Protection Agency, regulations of the Nuclear Regulatory Agency, and regulations of the State Department of Natural Resources or State Environmental Protection Agency in effect now or at any time prior to the Closing Date. Bank has been and will prior to the Closing Date (i) to the best knowledge of Sellers be in compliance with all applicable Environmental Laws; (ii) comprehensive aviation liability insurance provide to Buyer, immediately upon receipt, copies of any correspondence, notice, pleading, citation, indictment, complaint, order, decree, or other document from any source asserting or alleging a circumstance or condition which requires or may require a clean up, removal, remedial action, or other response by or on the part of Bank under Environmental Laws, or which seek criminal or punitive penalties from Bank for an alleged violation of Environmental Laws; and (includingiii) advise Buyer, without limitationin writing, aircraft passenger as soon as Bank or Sellers become aware of any condition or circumstance which makes the foregoing representation incomplete or inaccurate. Sellers agree that Buyer, at Buyer's expense, may cause a Phase I environmental audit of all Bank premises and property damage coverageother real estate owned, solely for the benefit of Buyer. Such audit shall be conducted by an independent agent selected by Buyer. Buyer shall be responsible for all Phase I audit expenses and may, in its sole discretion waive the Phase I audits as to any parcel of such real estate. This provision shall not relieve Bank and Sellers from taking any other steps necessary to comply with Environmental Laws. If, in the opinion of Buyer, there exists any provision of any Environmental Laws or any condition discovered as a result of such environmental audit which requires or may require an additional and more extensive audit (Phase II) by Bank, a clean up, removal, or other remedial action by Bank under any Environmental Laws, and such Phase II audit, clean up, removal, or other remedial action is not substantially completed at Bank's expense and within a reasonable time, provided a good faith effort is made to comply, the same shall, at the option of Buyer, constitute a default hereunder and Buyer may terminate this Agreement. In the event any such remediation procedures are not completed as of the Closing Date and Buyer determines not to terminate this Agreement, Sellers agree to remain liable for and to pay all remaining costs and expenses of such procedures. Buyer may, in its sole discretion, escrow a portion of the Purchase Price in an amount equal reasonably estimated to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer be required to pay any such remaining costs and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, the “Additional Insureds”).expenses;

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller represents Sellers hereby represent and warrants warrant to Buyer, as Buyer that: a. Sellers own all of the date hereof issued and as outstanding equity ownership interests in the Company. x. Xxxxxxx are the sole and exclusive legal and beneficial owners of the Closing DateInterest, free and clear of any and all liens, claims, and encumbrances, with full power to transfer the same as follows:contemplated herein. (a) Joust Group c. The Company is a limited liability company duly organizedlawful corporation, validly existing and in good standing under the laws of the State of MarylandTexas. Joust Group To the best of Sellers’ knowledge, there are no pending actions or proceedings (i) to limit or impair the Sellers’ or the Company’s power to engage in business or (ii) to dissolve the Company. x. Xxxxxxx and/or the Company are not party to or bound by any contract, promissory note, agreement, commitment, or obligation, creating or securing indebtedness, obligations, or liabilities, a breach or default of which would be triggered by Sellers’ execution and delivery of this Agreement. e. Seller and the Company each has the requisite limited liability company full power and authority to carry on the business in which it is engaged, to own its assets, to execute, deliver deliver, and/or consummate this Agreement, subject to the conditions to Closing set forth in this Agreement. All reports and perform its obligations under returns required to be filed by each with any government and regulatory agency with respect to this Agreement and the transaction have been properly filed. Except as otherwise disclosed in this Agreement, no notice to or approval by any other person, firm, or entity, including governmental authorities, is required of Seller Documents, and or Company to consummate the transaction contemplated herebyby this Agreement. (b) The Company is a limited liability company duly organizedf. No representations, validly existing and warranty, or covenant made to Buyer in good standing under the laws of the State of Maryland. The Company has the requisite limited liability company power and authority to carry on the business in which it is engaged and to own its assets, including, without limitation, the Aircraft. (c) The execution and delivery by such Seller of, and the performance by such Seller of its obligations under, this Agreement and nor any other agreementsdocument, statementscertificate, certificatesexhibit, instruments or other documents information given or delivered to be executed and delivered by the Sellers at the Closing Buyer pursuant to this Agreement (collectivelycontains or will contain any untrue statement of a material fact, or omits or will omit a material fact necessary to make the “Seller Documents”) statements contained in this Agreement or the matters disclosed in the related documents, certificates, information, or exhibits not misleading. g. The Company will not enter into any new contracts or agreements between the date of this Agreement and the consummation by such Seller Closing, except in the ordinary course of business. h. The Company is not in default or in violation of any law; regulation; court order; or order of any federal, state, municipal, foreign, or other government department, board, bureau, agency, or instrumentality, wherever located, that would materially adversely affect its business or future prospects. i. The records and statements of the transaction contemplated hereby (i) have been or will be duly authorized and approved by all necessary action Company attached in the Exhibits hereto represent an accurate estimate of such Seller, (ii) do not and will not require any further or additional consent, approval or authorization of such Seller, (iii) do not and will not violate, contravene or conflict with the Articles of Organization or Operating Agreement of Joust Group or the Company or any law, regulation, judgment, order or decree to which such Seller or the Company or any of such Seller’s or the Company’s assets are subject, (iv) do not current financial and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a breach of, or constitute a default under, any contract, instrument, commitment or arrangement to which such Seller or the Company is a party, by which such Seller or the Company is bound or to which any of such Seller’s or the Company’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of such Seller’s or the Company’s assets. (d) This Agreement constitutes and each of the other Seller Documents will constitute the legal, valid and binding agreement of such Seller enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (e) To the best of such Seller’s knowledgelegal condition. Specifically, there are no actionsliens, suits, proceedings, debts or claims or demands of any kind, pending or threatened (collectively, “Claims”), against or affecting such Seller or the Company that restrain or prohibit (or seek to restrain or prohibit) the consummation by such Seller of the transaction contemplated hereby. (f) Mr. Xxxxxx Xxxxx (i) is the sole record holder and beneficial owner of the Xxxxxx Xxxxx Interest, free and clear of all Liens, (ii) has good and marketable title to the Xxxxxx Xxxxx Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Xxxxxx Xxxxx Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Xxxxxx Xxxxx Interest to any other Person. (g) Joust Group (i) is the sole record holder and beneficial owner of the Joust Group Interest, free and clear of all Liens, (ii) has good and marketable title to the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Joust Group Interest to any other Person. (h) The Company is the sole registered, legal and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”), together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the Engines and/or the Parts which are in the Company’s possession or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframe, the Engines and/or the Parts (all of the foregoing being referred to, collectively, as the “Aircraft”). (i) There are no Liens on or with respect to the Aircraft. (j) The Company is not a party to, or otherwise bound by, any agreement currently in effect, including, without limitation, with respect to the Aircraft, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyer, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the Company is not in breach or default of any of its obligations under any of the Existing Agreements. (k) Each properties and assets of the Company besides those listed in the Exhibits hereto. Furthermore, regarding the Exhibits, Sellers is make the following additional representations and warranties: i. Intangible Assets Exhibits 5 and 6 hereto comprise a party to the Amended true and Restated Operating Agreement complete list of all intangible assets, including all domain and trade names of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is other than those specifically referred to elsewhere in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the member’s rights and obligations with respect to the Company. (l) Mr. Xxxxxx Xxxxx, in his capacity as Manager of the Company, consents to the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest as contemplated by this Agreement, pursuant to Section 5.1.A. of the Company’s Operating Agreement. (m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreementslocation of evidences of title to such intangible assets. (o) Since its formation, the Company has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraft. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management Agreement: (i) all-risk hull insurance against any loss, theft or damage to the Aircraft (including, without limitation, extended coverage with respect to any Engine or Parts while removed from the Aircraft); and (ii) comprehensive aviation liability insurance (including, without limitation, aircraft passenger and property damage coverage) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, the “Additional Insureds”).

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller represents (a) As an inducement to Purchaser to enter into this Agreement and warrants consummate the transactions contemplated hereby, the Sellers, and each of them, jointly and severally, represent and warrant to Buyer, as of BRLI and the date hereof and as of the Closing Date, as followsPurchaser that: (ai) Joust Group RBF is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State of MarylandNew York and has all requisite power and authority to enter into this Agreement, to consummate the transactions herein contemplated, and to own, lease and operate its properties. Joust Group has the requisite limited liability company They have no actual knowledge of any impairment of RBF's power and authority to carry on the Health Food business in which as it is engaged, to own its assets, to execute, deliver and perform its obligations under this Agreement and the Seller Documents, and to consummate the transaction contemplated herebynow being conducted. (b) The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland. The Company has the requisite limited liability company power and authority to carry on the business in which it is engaged and to own its assets, including, without limitation, the Aircraft. (cii) The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and the performance, observance and fulfillment by such Seller RBF of all of the terms and conditions hereof on its part to be performed, observed, and fulfilled, (a) have been duly approved and effectively authorized by the Board of Directors and by the sole stockholder of RBF and no other proceedings are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby, (b) do not and will not (either immediately or with the lapse of time, or with notice, or both) (1) violate any provisions of any judicial or administrative order, award, judgment, decree, statute, rule or regulation applicable to RBF or any of its properties, (2) conflict with or result in a breach of, and the performance by such Seller of its obligations constitute a default under, this Agreement and contravene, result in a forfeiture of a right under, or result in the acceleration of payment or performance under, any other agreementsnote, statementsbond, certificatesmortgage, instruments indenture, deed, trust, license, lease, agreement, or other documents instrument or obligation to which RBF is a party or by which RBF or any of the Assets may be bound or affected, or (3) result in the creation or imposition of any lien, security interest, charge or other encumbrance against any of the Assets. (iii) This Agreement has been duly and validly executed and delivered by the Sellers at and upon execution and delivery, will constitute valid, binding and enforceable obligations of the Closing pursuant Sellers subject to bankruptcy, insolvency and similar laws affecting creditors rights generally and subject to general principles of equity. No petition in bankruptcy has been filed by or against either of the Sellers. The Sellers have the right, power, legal capacity and authority to enter into and perform their obligations under this Agreement (collectivelyand with respect to Xxxxxxx, her obligations under the “Seller Documents”Employment Agreement and the Non-Competition Agreement) and the consummation by such Seller no consent of the transaction contemplated hereby (i) have any third party is necessary with respect thereto which has not been or will be duly authorized and approved by all necessary action of such Seller, (ii) do not and will not require any further or additional consent, approval or authorization of such Seller, (iii) do not and will not violate, contravene or conflict with the Articles of Organization or Operating Agreement of Joust Group or the Company or any law, regulation, judgment, order or decree to which such Seller or the Company or any of such Seller’s or the Company’s assets are subject, obtained. (iv) do not and will not require the consentThere is no material action, approvaldispute, waiverclaim, clearancelitigation, permitarbitration, license or authorization of, by or from, any filing withinvestigation, or any notice toother proceeding, any Person (beyond that which has already been obtained), (v) do not and will not result in a breach of, or constitute a default under, any contract, instrument, commitment or arrangement to which such Seller or the Company is a party, by which such Seller or the Company is bound or to which any of such Seller’s or the Company’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of such Seller’s or the Company’s assets. (d) This Agreement constitutes and each of the other Seller Documents will constitute the legal, valid and binding agreement of such Seller enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equityequity or by or before any court or governmental or administrative body (U.S. or foreign). (e) To the best of such Seller’s knowledge, there are no actions, suits, proceedings, claims or demands of any kind, pending or threatened (collectivelyagainst RBF, “Claims”)its business or properties, against or affecting such Seller or the Company that restrain or prohibit (or seek to restrain or prohibit) the consummation by such Seller of the transaction contemplated hereby. (f) Mr. Xxxxxx Xxxxx (i) is the sole record holder and beneficial owner of the Xxxxxx Xxxxx Interest, free and clear of all Liens, (ii) has good and marketable title to the Xxxxxx Xxxxx Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Xxxxxx Xxxxx Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Xxxxxx Xxxxx Interest to any other Person. (g) Joust Group (i) is the sole record holder and beneficial owner of the Joust Group Interest, free and clear of all Liens, (ii) has good and marketable title to the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Joust Group Interest to any other Person. (h) The Company is the sole registered, legal and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”), together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the Engines and/or the Parts which are in the Company’s possession or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframe, the Engines and/or the Parts (all of the foregoing being referred to, collectively, as the “Aircraft”). (i) There are no Liens on or with respect to the Aircrafttransactions contemplated by this Agreement, and RBF is not subject to any adverse judicial, governmental or agency judgment, decree or order, nor do the Sellers know of any basis for any such action, dispute, claim, litigation, arbitration, investigation or other proceeding. (jv) The Company RBF has made, and will continue to make, adequate provision for payment of its obligations, and RBF is not a party to, in default of and will not with the passage of time or otherwise bound bybecome in default of, any agreement currently in effectcurrent or long-term liabilities (including contingent liabilities), includingdebts or obligations, without limitationcontractual or otherwise. (vi) Immediately after the Closing, with respect RBF will cease all operations relating to the Aircraft, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by Health Food Business and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyer, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, will engage solely in collecting any receivables outstanding on the one handClosing Date and paying all payables and other obligations which are not expressly assumed hereunder by BRLI and the Purchaser. RBF shall be permitted to maintain a bank account for such purposes. Furthermore, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing Agreements”). Each RBF will not engage in any facet of the Existing Agreements Health Food Business anywhere in the continental United States east of the Mississippi River for a period of five (5) years after the Closing. (vii) Annexed hereto as Schedule H is a copy of the sole governmental license which RBF has obtained in connection with its operation of the Health Food Business. Sellers have no actual knowledge that said license is not in full force and effect, and the Company is not in breach or default of any of its obligations under any of the Existing Agreements. (kviii) Each Annexed hereto as Schedule I is a schedule listing each and every inspection or other visit to RBF's premises by any federal, state or local governmental organization or authority which is or was related to the Health Food Business including (a) the date of such inspection or visit; (b) the name of the Sellers is a party to organization or authority; (c) the Amended and Restated Operating Agreement substance of the Company, dated as of February 27, 2007 communication from the organization or authority after such visit; and (d) the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the member’s rights and obligations with respect to the Companyresponsive action (if any) taken by RBF. (lix) Mr. Xxxxxx XxxxxSince its inception, the food products sold and/or distributed by RBF in his capacity as Manager its operation of the Company, consents to the sale of the Xxxxxx Xxxxx Interest Health Food Business have been tested for quality by independent testing entities and the Joust Group Interest as contemplated by this Agreement, pursuant to Section 5.1.A. of the Company’s Operating AgreementRBF has not received any negative reports concerning such tests. (mx) Each From August 31, 1999 through the date hereof, there has been no material adverse change in RBF's financial condition, operating results or business, and no sale or distribution of assets and no incurrence of liabilities or indebtedness, except in each case, in the Sellers consents to Buyer becoming a member ordinary course of the Company at the Closingits business. (nxi) Since As soon as possible after the Closing but no later than two (2) weeks after the Closing, RBF will file a duly executed amendment to its formationcertificate of incorporation with the New York Department of State, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisitionchanging its name from "Right Body Foods, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements.Inc." (o) Since its formation, the Company has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraft. (pb) The Company has no obligations or liabilities except for its obligations foregoing representations and liabilities under warranties are made with the Existing Agreementsknowledge and expectation that the Purchaser is placing complete reliance thereon. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management Agreement: (i) all-risk hull insurance against any loss, theft or damage to the Aircraft (including, without limitation, extended coverage with respect to any Engine or Parts while removed from the Aircraft); and (ii) comprehensive aviation liability insurance (including, without limitation, aircraft passenger and property damage coverage) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, the “Additional Insureds”).

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller represents The Sellers hereby represent and warrants to Buyerwarrant to, and agree with, the Buyer that, as of the date hereof and as of the Closing Date, as followsDate of the transaction contemplated by this Agreement if later: (a) Joust Group is a. All consents, approvals, authorizations and orders necessary for the execution and delivery by the Sellers of this Agreement and for the sale and delivery of the Shares to be sold by the Sellers hereunder, including a limited liability company waiver of the Lock-Up Agreement from the Company, have been obtained; and the Sellers have full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by the Sellers hereunder; b. This Agreement has been duly organizedauthorized, executed and delivered by the Sellers and constitutes the legal, valid and binding obligation of the Sellers, enforceable against the Sellers in accordance with its terms; c. The Sellers have been duly incorporated or organized and are validly existing and as a corporation (in the case of 989) or as a trust (in the case of the Trust) in good standing under the laws of its jurisdiction or organization; d. The sale of the State Shares to be sold by the Sellers hereunder, the execution of Maryland. Joust Group has this Agreement by the requisite limited liability company power Sellers and authority to carry on the business in which it is engaged, to own its assets, to execute, deliver and perform its obligations under compliance by the Sellers with all of the provisions of this Agreement and the Seller Documents, and to consummate the transaction contemplated hereby. (b) The Company is a limited liability company duly organized, validly existing and in good standing under the laws consummation of the State of Maryland. The Company has the requisite limited liability company power and authority to carry on the business in which it is engaged and to own its assets, including, without limitation, the Aircraft. (c) The execution and delivery by such Seller of, and the performance by such Seller of its obligations under, this Agreement and any other agreements, statements, certificates, instruments or other documents to be executed and delivered by the Sellers at the Closing pursuant to this Agreement (collectively, the “Seller Documents”) and the consummation by such Seller of the transaction transactions herein contemplated hereby (i) have been or will be duly authorized and approved by all necessary action of such Seller, (ii) do not and will not require any further or additional consent, approval or authorization of such Seller, (iii) do not and will not violate, contravene or conflict with the Articles of Organization or Operating Agreement of Joust Group or the Company or any law, regulation, judgment, order or decree to which such Seller or the Company or any of such Seller’s or the Company’s assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a breach or violation of any of the terms or provisions of, or constitute a default under, any contractobligation of the Sellers or any indenture, instrumentmortgage, commitment deed of trust, loan agreement or arrangement other agreement or instrument to which such Seller the Sellers are a party or the Company is a party, by which such Seller or the Company is Sellers are bound or to which any of such Seller’s the property or assets of the Company’s assets Sellers are subject, and (vi) do not and nor will not such action result in any violation of the imposition provisions of a Lien on the certificate or articles of incorporation or by-laws (or other organization documents) of the Sellers, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Sellers or any of its properties; and no consent, approval, authorization, order, registration or qualification of or with any such Seller’s court or governmental agency or body is required for the sale of the Shares to be sold by the Sellers hereunder or the Company’s assets. (d) This Agreement constitutes and each consummation by the Sellers of the other Seller Documents will constitute the legal, valid and binding agreement of such Seller enforceable against such Seller in accordance with its termstransactions contemplated by this Agreement, except such consents, approvals, authorizations, registrations or qualifications as such enforceability may be limited required under state securities or Blue Sky laws in connection with the purchase of the Shares by bankruptcythe Buyer; Subject to the foregoing, moratoriumthe Shares when received by the Buyer shall be free from restrictions on transferability; e. The Sellers have, insolvencyand immediately prior to the Closing Date will have, reorganization good and valid title to the Shares to be sold by the Sellers hereunder on such date free and clear of all liens, encumbrances, equities or other similar laws affecting or limiting the enforcement of creditors’ rights generally or claims (except any encumbrances imposed by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (e) To the best of such Seller’s knowledge, there are no actions, suits, proceedings, claims or demands of any kind, pending or threatened (collectively, “Claims”), against or affecting such Seller or the Company that restrain have been waived or prohibit (or seek lifted); and, upon delivery of such Shares and payment therefor pursuant hereto, good and valid title to restrain or prohibit) the consummation by such Seller of the transaction contemplated hereby. (f) Mr. Xxxxxx Xxxxx (i) is the sole record holder and beneficial owner of the Xxxxxx Xxxxx InterestShares, free and clear of all Liensliens, (ii) has good and marketable title encumbrances, equities or claims, will pass to the Xxxxxx Xxxxx Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Xxxxxx Xxxxx Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate ; f. There are no legal or otherwise dispose of the Xxxxxx Xxxxx Interest to any other Person. (g) Joust Group (i) is the sole record holder and beneficial owner of the Joust Group Interest, free and clear of all Liens, (ii) has good and marketable title to the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Joust Group Interest to any other Person. (h) The Company is the sole registered, legal and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”), together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom governmental proceedings pending to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the Engines and/or the Parts which Sellers are in the Company’s possession or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframe, the Engines and/or the Parts (all of the foregoing being referred to, collectively, as the “Aircraft”). (i) There are no Liens on or with respect to the Aircraft. (j) The Company is not a party to, or otherwise bound by, of which any agreement currently in effect, including, without limitation, with respect to the Aircraft, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyer, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the Company is not in breach or default of any of its obligations under any of the Existing Agreements. (k) Each property of the Sellers is a party are the subject which, if determined adversely to the Amended and Restated Operating Agreement Sellers, individually or in the aggregate, would prevent or impair the consummation of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the member’s rights and obligations with respect to the Company. (l) Mr. Xxxxxx Xxxxx, in his capacity as Manager of the Company, consents to the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest as transactions contemplated by this Agreement, pursuant to Section 5.1.A. ; and g. The sale of the Company’s Operating Agreement. (m) Each of Shares by the Sellers consents to the Buyer becoming a member of has been registered by the Company at on the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effectRegistration Statement, and the entry into the Existing Agreements. (o) Since its formation, Sellers have not been notified by the Company that the Sellers’ ability to sell the Shares pursuant to the Registration Statement has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraftterminated or suspended for any reason. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management Agreement: (i) all-risk hull insurance against any loss, theft or damage to the Aircraft (including, without limitation, extended coverage with respect to any Engine or Parts while removed from the Aircraft); and (ii) comprehensive aviation liability insurance (including, without limitation, aircraft passenger and property damage coverage) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, the “Additional Insureds”).

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller represents and warrants to Buyer, as of the date hereof Sellers hereby represents, warrants and covenants to the Issuer, its successors and assigns as of the Closing Date and as of each Subsequent Seller Transfer Date, as followsthat: (a) Joust Group (i) It is a limited liability company duly organized, organized and validly existing and as an entity in good standing under the laws of the State of Maryland. Joust Group jurisdiction in which it is chartered or organized and (ii) it has the requisite limited liability company full power and authority to carry on transfer and assign certain Collateral Interests to the business in which it is engaged, to own its assets, Issuer and to execute, deliver deliver, and perform its obligations under this Agreement and the Seller Documents, and to consummate the transaction contemplated herebyAgreement. (b) The Company is a This Agreement has been duly authorized by all necessary limited liability company action, has been duly organized, validly existing and in good standing under the laws of the State of Maryland. The Company has the requisite limited liability company power and authority to carry on the business in which it is engaged and to own its assets, including, without limitation, the Aircraft. (c) The execution and delivery by such Seller of, and the performance by such Seller of its obligations under, this Agreement and any other agreements, statements, certificates, instruments or other documents to be executed and delivered by the Sellers at the Closing pursuant to this Agreement (collectively, the “Seller Documents”) and the consummation by such Seller of the transaction contemplated hereby (i) have been one or will be more duly authorized officers of its managing member and approved by all necessary action of such Seller, (ii) do not and will not require any further or additional consent, approval or authorization of such Seller, (iii) do not and will not violate, contravene or conflict with is the Articles of Organization or Operating Agreement of Joust Group or the Company or any law, regulation, judgment, order or decree to which such Seller or the Company or any of such Seller’s or the Company’s assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a breach of, or constitute a default under, any contract, instrument, commitment or arrangement to which such Seller or the Company is a party, by which such Seller or the Company is bound or to which any of such Seller’s or the Company’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of such Seller’s or the Company’s assets. (d) This Agreement constitutes and each of the other Seller Documents will constitute the legal, valid and binding agreement of such Seller enforceable against such Seller in accordance with its termsterms subject, except as such enforceability may be limited by to enforcement, (a) to the effect of bankruptcy, moratorium, insolvency, reorganization insolvency or other similar laws affecting or limiting generally the enforcement of creditors’ rights generally as such laws would apply in the event of any bankruptcy, receivership, insolvency or by similar event applicable to such Seller and (b) to general equitable principles (whether enforceability of equity (regardless of whether such enforceability principles is considered in a proceeding at law or in equity). (ei) To It has either (x) not pledged, encumbered, assigned, transferred, conveyed, disposed of or terminated, in whole or in part, any of its right, title and interest in and to the best of such Seller’s knowledgeCollateral Interests, there are no actions, suits, proceedings, claims or demands (y) caused the release of any kindpledge or encumbrance of its right, pending or threatened title and interest in any of the Collateral Interests and, in either case, (collectivelyA) on the Closing Date, “Claims”), against or affecting such Seller or the Company that restrain or prohibit (or seek to restrain or prohibit) the consummation by such Seller of the transaction contemplated hereby. (f) Mr. Xxxxxx Xxxxx (i) is the sole record holder and beneficial owner of the Xxxxxx Xxxxx Interestapplicable Collateral Interests that are identified in Schedule I or (B) on such Subsequent Seller Transfer Date, free and clear of all Liens, (ii) has good and marketable title to the Xxxxxx Xxxxx Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Xxxxxx Xxxxx Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Xxxxxx Xxxxx Interest to any other Person. (g) Joust Group (i) such Seller is the sole record holder and beneficial owner of the Joust Group InterestCollateral Interests being sold on such Subsequent Seller Transfer Date, free and clear of all Liens, (ii) has good and marketable title to the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Joust Group Interest to any other Person. (h) The Company is the sole registered, legal and beneficial owner ofas applicable, and has good and marketable title tothereto, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 free and FAA Registration Number N909PM clear of any pledges, liens, security interests, claims, charges, or other encumbrances, and has the full right and authority to sell the Collateral Interests, and upon the delivery or transfer of such Collateral Interests to the Issuer as contemplated herein, the Issuer will receive good and marketable title to such Collateral Interests, free and clear of any pledges, liens, security interests, claims, charges, or other encumbrances, (ii) none of the “Airframe”execution, delivery or performance by such Seller of this Agreement shall (a) conflict with, result in any breach of or constitute a default (or an event which, with the giving of notice or passage of time, or both, would constitute a default) under, any term or provision of the organizational documents of such Seller or any material indenture, agreement or other material instrument to which such Seller is a party or by which such Seller is bound or (b) violate (and such Seller is not in violation of) any provision of any law, rule, regulation, order, decree or determination applicable to such Seller of any regulatory body, administrative agency or other governmental instrumentality having jurisdiction over such Seller or its respective properties, (iii) no registration with, consent or approval of, or other action by, any federal, state or other governmental agency, authority, administrative or regulatory body, arbitrator, court or other tribunal, foreign or domestic, or any other Person, other than those registrations, consents, approvals or actions obtained or completed prior to the Closing Date or such Subsequent Seller Transfer Date, as applicable, is required in connection with the execution, delivery and performance of this Agreement by it and the consummation by it of the sale of the Collateral Interests and (iv) no proceedings are pending or, to its knowledge, threatened against it before any federal, state or other governmental agency, authority, administrative or regulatory body, arbitrator, court or other tribunal, foreign or domestic, which, in the case of any matter specified in clauses (ii) through (iv), together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment singly or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the Engines and/or the Parts which are in the Company’s possession aggregate, could materially and adversely affect any action taken or control to be taken by such Seller under this Agreement. (collectivelyd) The applicable Seller has accounted for the sale of each Collateral Interest hereunder, in its books and financial statements, as sales, consistent with United States generally accepted accounting principles. (e) It is currently solvent and able to pay its debts as they become due. (f) To the “Aircraft Records”)extent that such Seller is the Seller of any Related Future Advance Loans and retains the right to make any future funding advance or future payment, such Seller will fund all future advances due under any Underlying Instrument in accordance with the terms thereof and (D) will otherwise comply with all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect its obligations under the applicable Underlying Instrument with respect to the Airframesuch future funding obligation. Such Seller agrees to indemnify and hold harmless the Issuer and its successors and assigns against any losses, claims, damages, costs, expenses (including the Engines and/or the Parts (all fees and disbursements of outside counsel retained by any such person) or liabilities in connection with, arising out of, or as a result of any of the foregoing being referred toSeller’s acts or omissions and/or future advances, including without limitation the failure to fund any future advance, including any fees, costs, expenses and disbursements in connection with the funding of future advances (whether or not any such future advance is actually made) (such amounts collectively, “Damages”); provided, that the Sellers shall have no obligation under this representation with respect to Damages accruing after the date of such transfer of the future funding obligation if the obligation to make any such future advance has been transferred to an approved future advance transferee satisfying the criteria set forth in the Indenture. (g) All original executed copies of each writing constituting an “instrument” (within the meaning of the applicable Uniform Commercial Code, as amended from time to time) that constitute or evidence the Collateral Interests have been delivered to the Trustee on behalf of Issuer. (h) None of the “Aircraft”)instruments” (within the meaning of the applicable Uniform Commercial Code, as amended from time to time) that constitute or evidence the Collateral Interests have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Trustee on behalf of the Issuer. (i) There are no Liens Sellers have received all consents and approvals required by the terms of the Initial Collateral Interests to transfer to Trustee, on or with respect to behalf of the AircraftIssuer, its interests and rights in the Initial Collateral Interests hereunder. (j) The Company is not As of the Closing Date, the CBRE REIT Parent will qualify as a party to, or otherwise bound by, any agreement currently in effect, including, without limitation, with respect to the Aircraft, except for real estate investment trust (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the a “Management AgreementREIT”) by for federal income tax purposes and among the Company, Joust Capital III, LLC and Buyer, and Co-Issuer will qualify as a “qualified REIT subsidiary” (iiiwithin the meaning of Section 856(i)(2) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the Company is not in breach or default of any of its obligations under any Code) of the Existing AgreementsSeller for federal income tax purposes. (k) Each of the Sellers is a party to the Amended The Initial Collateral Interests, and Restated Operating Agreement of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the member’s rights and obligations with respect to the Company. (l) Mr. Xxxxxx XxxxxAdditional Collateral Interests, in his capacity as Manager of the Companytime it is purchased or entered into or irrevocably committed to be purchased (and not sold), consents to satisfy the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest as contemplated by this Agreement, pursuant to Section 5.1.A. of the Company’s Operating AgreementEligibility Criteria. (m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements. (o) Since its formation, the Company has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraft. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management Agreement: (i) all-risk hull insurance against any loss, theft or damage to the Aircraft (including, without limitation, extended coverage with respect to any Engine or Parts while removed from the Aircraft); and (ii) comprehensive aviation liability insurance (including, without limitation, aircraft passenger and property damage coverage) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, the “Additional Insureds”).

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller hereby represents and warrants to Buyer, as follows as of the date hereof and as of the Closing Purchase Date, as follows: (a) Joust Group Such Seller has been duly organized and is a limited liability company duly organized, validly existing and in good standing under the laws of the State jurisdiction of Maryland. Joust Group its organization and has the requisite limited liability company all corporate power and authority to own, lease and operate its properties and assets and to carry on the its business in which it is engaged, to own its assets, to execute, deliver and perform its obligations under this Agreement and the Seller Documents, and to consummate the transaction contemplated herebyas now conducted. (b) The Company is a limited liability company This Agreement has been duly organized, validly existing executed and in good standing under the laws of the State of Maryland. The Company has the requisite limited liability company power delivered by such Seller and authority to carry on the business in which it is engaged and to own its assets, including, without limitation, the Aircraft. (c) The assuming due execution and delivery by such Seller of, and the performance by such Seller of its obligations under, this Agreement and any other agreements, statements, certificates, instruments or other documents to be executed and delivered by the Sellers at the Closing pursuant to this Agreement (collectively, the “Seller Documents”parties) and the consummation by such Seller of the transaction contemplated hereby (i) have been or will be duly authorized and approved by all necessary action of such Seller, (ii) do not and will not require any further or additional consent, approval or authorization of such Seller, (iii) do not and will not violate, contravene or conflict with the Articles of Organization or Operating Agreement of Joust Group or the Company or any law, regulation, judgment, order or decree to which such Seller or the Company or any of constitutes such Seller’s or the Company’s assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a breach of, or constitute a default under, any contract, instrument, commitment or arrangement to which such Seller or the Company is a party, by which such Seller or the Company is bound or to which any of such Seller’s or the Company’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of such Seller’s or the Company’s assets. (d) This Agreement constitutes and each of the other Seller Documents will constitute the legal, valid and binding agreement of such Seller obligation, enforceable against such Seller in accordance with its terms. (c) The Seller Subordinated Notes are free and clear of all liens, except as pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies, adverse claims and other arrangements or restrictions of any kind which in substance secures payment of an obligation (each, an “Encumbrance”). Upon consummation of the transactions contemplated by this Agreement, Buyer (or its designee) shall own the Seller Subordinated Notes free and clear of all Encumbrances. (d) The execution, delivery and performance by such enforceability may be limited by bankruptcySeller of this Agreement do not conflict with, moratoriumviolate or result in the breach of, insolvencyor create any Encumbrance on the Seller Subordinated Notes pursuant to, reorganization the organizational documents of such Seller or other similar laws affecting any material agreement, instrument, order, judgment, decree, law or limiting the enforcement of creditors’ rights generally governmental regulation to which such Seller is a party or is subject or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity)which the Seller Subordinated Notes are bound. (e) To No governmental, administrative or other third party consents or approvals are required in connection with the best execution and delivery of such Seller’s knowledge, there are no actions, suits, proceedings, claims or demands of any kind, pending or threatened (collectively, “Claims”), against or affecting such Seller or the Company that restrain or prohibit (or seek to restrain or prohibit) this Agreement and the consummation by such Seller of the transaction transactions contemplated hereby. (f) Mr. Xxxxxx Xxxxx (i) is There are no actions, suits, claims, investigations or other legal proceedings pending or threatened by such Seller that challenge or seek to prevent, enjoin or otherwise delay the sole record holder and beneficial owner of the Xxxxxx Xxxxx Interesttransactions contemplated by this Agreement. There are no actions, free and clear of all Lienssuits, (ii) has good and marketable title claims, investigations or other legal proceedings that have been commenced, or, to the Xxxxxx Xxxxx Interestknowledge of such Seller, (iii) has the full rightwhich are pending or threatened, titleagainst such Seller that challenge or seek to prevent, power and authority to validly sell, assign, transfer and convey the Xxxxxx Xxxxx Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate enjoin or otherwise dispose of delay the Xxxxxx Xxxxx Interest to any other Persontransactions contemplated by this Agreement. (g) Joust Group (i) is Since the sole record holder and beneficial owner date of the Joust Group Interestits formation, free and clear of all Liens, (ii) such Seller has good and marketable title to the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to Buyerbeen, and (iv) currently is, solvent, able to pay its debts as they become due and has not entered into any agreement adequate capital to sell, hypothecate or otherwise dispose of the Joust Group Interest to any other Personconduct its business. (h) The Company is the sole registered, legal and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”), together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment No resolution to wind up or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the Engines and/or the Parts which are in the Company’s possession or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframe, the Engines and/or the Parts (all of the foregoing being referred to, collectively, as the “Aircraft”). (i) There are no Liens on or with respect to the Aircraft. (j) The Company is not a party to, or otherwise bound by, any agreement currently in effect, including, without limitation, with respect to the Aircraft, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyer, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the Company is not in breach or default of any of its obligations under any of the Existing Agreements. (k) Each of the Sellers is a party to the Amended and Restated Operating Agreement of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the member’s rights and obligations with respect to the Company. (l) Mr. Xxxxxx Xxxxx, in his capacity as Manager of the Company, consents to the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest as contemplated by this Agreement, pursuant to Section 5.1.A. of the Company’s Operating Agreement. (m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements. (o) Since its formation, the Company liquidate such Seller has been and is currently adopted by such Seller. No bankruptcy petition or similar proceeding has ever been commenced or filed by such Seller in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraftany jurisdiction. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management Agreement: (i) all-risk hull insurance against any loss, theft or damage to the Aircraft (including, without limitation, extended coverage with respect to any Engine or Parts while removed from the Aircraft); and (ii) comprehensive aviation liability insurance (including, without limitation, aircraft passenger and property damage coverage) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, the “Additional Insureds”).

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller hereby represents and warrants to Buyer, as of the date hereof and as of the Closing Date, Purchaser as follows: (ai) Joust Group Each Seller is a Cayman Islands limited liability company partnership, duly organized, validly existing and in good standing under the laws of the State of Maryland. Joust Group Cayman Islands. (ii) Each Seller has the all requisite limited liability company power and authority to carry on the business in which it is engaged, to own its assets, to execute, execute and deliver and perform its obligations under this Agreement and the Seller Documents, and to consummate the transaction transactions contemplated hereby. (b) The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland. The Company has the requisite limited liability company power and authority to carry on the business in which it is engaged and to own its assets, including, without limitation, the Aircraft. (c) The execution and delivery of this Agreement by such Seller of, and the performance by such Seller of its obligations under, this Agreement and any other agreements, statements, certificates, instruments or other documents to be executed and delivered by the Sellers at the Closing pursuant to this Agreement (collectively, the “Seller Documents”) and the consummation by such Seller of the transaction transactions contemplated hereby (i) have been or will be duly authorized and approved by all necessary action on the part of such Seller. (iii) This Agreement has been duly executed and delivered by each Seller and constitutes a valid and binding obligation of such Seller, (ii) do not and will not require any further or additional consent, approval or authorization of such Seller, (iii) do not and will not violate, contravene or conflict with the Articles of Organization or Operating Agreement of Joust Group or the Company or any law, regulation, judgment, order or decree to which such Seller or the Company or any of such Seller’s or the Company’s assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a breach of, or constitute a default under, any contract, instrument, commitment or arrangement to which such Seller or the Company is a party, by which such Seller or the Company is bound or to which any of such Seller’s or the Company’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of such Seller’s or the Company’s assets. (d) This Agreement constitutes and each of the other Seller Documents will constitute the legal, valid and binding agreement of such Seller enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by subject to the effects of bankruptcy, moratorium, insolvency, reorganization reorganization, moratorium or other similar laws relating to or affecting the rights of creditors or limiting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (eiv) To the best The execution and delivery of such Seller’s knowledge, there are no actions, suits, proceedings, claims or demands of any kind, pending or threatened (collectively, “Claims”), against or affecting such this Agreement by each Seller or the Company that restrain or prohibit (or seek to restrain or prohibit) and the consummation by such Seller of the transaction transactions contemplated hereby will not (A) violate any provision of any existing law, statute, rule, regulation or ordinance applicable to such Seller or (B) conflict with, result in any breach of or constitute a default under (1) the Certificate of Incorporation or By-laws or other similar organizational documents of such Seller, (2) any order, writ, judgment, award or decree of any court, governmental authority, bureau or agency to which such Seller is a party or by which such Seller may be bound or (3) any contract or other agreement or undertaking to which such Seller is a party or by which such Seller may be bound. (v) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, is required by or with respect to each Seller in connection with the execution and delivery of this Agreement or the consummation by such Seller of the transactions contemplated hereby. (fvi) Mr. Xxxxxx Xxxxx (i) is the sole record holder Each Seller has, and beneficial owner upon transfer by such Seller of the Xxxxxx Xxxxx InterestSecurities being transferred by such Seller hereunder Purchaser will have, free and clear of all Liens, (ii) has good and marketable title to the Xxxxxx Xxxxx Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Xxxxxx Xxxxx Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Xxxxxx Xxxxx Interest to any other Person. (g) Joust Group (i) is the sole record holder and beneficial owner of the Joust Group InterestSecurities, free and clear of all Liensany claims, liens, encumbrances, security interests, restrictions and adverse claims of any kind or nature whatsoever other than the restrictions on resale under the Securities Act of 1933, as amended, (ii“Securities Act”) has good and marketable title state securities laws and subject to the Joust Group Interestterms and conditions of the Insider Letter (as defined herein). There are no outstanding subscriptions, (iii) has the full rightoptions, titlewarrants, power and authority rights, contracts, understandings or agreements to validly sell, assign, transfer and convey the Joust Group Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate purchase or otherwise dispose of acquire the Joust Group Interest to any other PersonSecurities. (hvii) The Company Each Seller is the sole registered, legal and beneficial owner of, and has good and marketable title to, party to that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”)Rights Agreement, together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the Engines and/or the Parts which are in the Company’s possession or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframe, the Engines and/or the Parts (all of the foregoing being referred to, collectively, as the “Aircraft”). (i) There are no Liens on or with respect to the Aircraft. (j) The Company is not a party to, or otherwise bound by, any agreement currently in effect, including, without limitation, with respect to the Aircraft, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 2219, 2011 (the “Management Agreement”) 2012, by and among the CompanySellers, Joust Capital III, LLC and BuyerParent, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand parties thereto (collectively, the “Existing AgreementsRegistration Rights Agreement”). Each of The Registration Rights Agreement is valid and binding on the Existing Agreements Sellers in accordance with its terms and is in full force and effect, and the Company is not in breach or default of any of its obligations under any of the Existing Agreements. (k) Each . None of the Sellers or any other party thereto is in breach of or default under (or is alleged to be in breach of or default under), or has provided or received any notice of any intention to terminate, the Registration Rights Agreement. No event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under the Registration Rights Agreement or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. A complete and correct copy of the Registration Rights Agreement (including all modifications, amendments and supplements thereto and waivers thereunder) has been made available to Purchaser. Each Seller has all requisite power and authority to assign its rights under the Registration Rights Agreement to Purchaser and such assignment will not (A) violate any provision of any existing law, statute, rule, regulation or ordinance applicable to such Seller or (B) conflict with, result in any breach of or constitute a default under (1) the Certificate of Incorporation or By-laws or other organizational documents of such Seller, (2) any order, writ, judgment, award or decree of any court, governmental authority, bureau or agency to which such Seller is a party or by which such Seller may be bound or (3) any contract or other agreement or undertaking to the Amended and Restated Operating Agreement of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers which such Seller is a party or by which such Seller may be bound, including the Registration Rights Agreement. Purchaser is a “Permitted Transferee” (as such term is used in the Registration Rights Agreement) and, following each Seller’s assignment of its registration rights under the Registration Rights Agreement to any other agreement currently in effect relating Purchaser, Purchaser shall be a “Holder” under the Registration Rights Agreement and shall be entitled to all of the rights of a “Holder” under the Registration Rights Agreement, subject to the operation or management of the Company or the member’s rights terms and obligations with respect to the Companyconditions thereof. (l) Mr. Xxxxxx Xxxxx, in his capacity as Manager of the Company, consents to the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest as contemplated by this Agreement, pursuant to Section 5.1.A. of the Company’s Operating Agreement. (m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements. (o) Since its formation, the Company has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraft. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management Agreement: (i) all-risk hull insurance against any loss, theft or damage to the Aircraft (including, without limitation, extended coverage with respect to any Engine or Parts while removed from the Aircraft); and (ii) comprehensive aviation liability insurance (including, without limitation, aircraft passenger and property damage coverage) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, the “Additional Insureds”).

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller represents Sellers hereby represent ----------------------------------------- and warrants warrant to Buyer, Buyer that the following matters are true and correct as of the date hereof execution of this Agreement and also will be true and correct as of the Closing Date, as followsClose of Escrow: (a) Joust Group A. Each of the Selling Parties is a limited liability company corporation, duly organized, validly existing and in good standing under the laws of the State of Maryland. Joust Group has the requisite limited liability company power and authority to carry on the business jurisdiction in which it is engaged, to own its assets, to execute, deliver and perform its obligations under this incorporated. B. This Agreement and all the Seller Documents, documents and to consummate the transaction contemplated hereby. (b) The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland. The Company has the requisite limited liability company power and authority to carry on the business in which it is engaged and to own its assets, including, without limitation, the Aircraft. (c) The execution and delivery by such Seller of, and the performance by such Seller of its obligations under, this Agreement and any other agreements, statements, certificates, instruments or other documents items to be executed and delivered by the Sellers at the Closing to Buyer pursuant to the terms of this Agreement (collectively, the “Seller Documents”) and the consummation by such Seller of the transaction contemplated hereby Agreement: (i) have been or will be duly authorized authorized, executed and approved delivered by all necessary action of such Seller, Sellers; (ii) do not are or will be legal and will not require any further or additional consent, approval or authorization binding obligations of such Seller, Sellers as of the date of their respective executions; (iii) do not are or will be enforceable in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and will not violate, contravene other principles relating to or conflict with limiting the Articles rights of Organization or Operating Agreement of Joust Group or the Company or any law, regulation, judgment, order or decree to which such Seller or the Company or any of such Seller’s or the Company’s assets are subject, contracting parties generally); (iv) do not and will not require at the consentClose of Escrow, approval, waiver, clearance, permit, license violate any provisions of any agreement to which a Seller or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), Xxxxxxxx is a party; and (v) will be sufficient to convey title (to the extent they purport to do not and will not result in a breach of, or constitute a default under, any contract, instrument, commitment or arrangement to which such Seller or the Company is a party, by which such Seller or the Company is bound or to which any of such Seller’s or the Company’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of such Seller’s or the Company’s assets. (d) This Agreement constitutes and each of the other Seller Documents will constitute the legal, valid and binding agreement of such Seller enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equityso). (e) C. To the best of such Seller’s Selling Parties' actual knowledge, there are no actionsmaterial physical, suitsstructural, proceedings, claims or demands of any kind, pending or threatened (collectively, “Claims”), against or affecting such Seller or the Company that restrain or prohibit (or seek to restrain or prohibit) the consummation by such Seller of the transaction contemplated hereby. (f) Mr. Xxxxxx Xxxxx (i) is the sole record holder and beneficial owner of the Xxxxxx Xxxxx Interest, free and clear of all Liens, (ii) has good and marketable title to the Xxxxxx Xxxxx Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Xxxxxx Xxxxx Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Xxxxxx Xxxxx Interest to any other Person. (g) Joust Group (i) is the sole record holder and beneficial owner of the Joust Group Interest, free and clear of all Liens, (ii) has good and marketable title to the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Joust Group Interest to any other Person. (h) The Company is the sole registered, legal and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”), together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the Engines and/or the Parts which are mechanical defects in the Company’s possession or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframe, the Engines and/or the Parts (all of the foregoing being referred to, collectively, as the “Aircraft”). (i) There are no Liens on or with respect to the Aircraft. (j) The Company is not a party to, or otherwise bound by, any agreement currently in effectProperties, including, without limitation, the plumbing, heating, air conditioning and electrical systems. D. To Selling Parties' actual knowledge, the Selling Parties' use, operation and sale of the Properties are in all material respects in compliance with applicable building codes, environmental, zoning, subdivision and land-use laws and other applicable local, state and federal laws and regulations. E. Except as disclosed in writing by the Selling Parties to Buyer prior to the execution of the Asset Purchase Agreements or any schedule or exhibit thereto, none of the Properties are burdened by or subject to any leases, occupancy agreements, license agreements or other agreements pursuant to which any third party has the right to use or occupy the premises, and no amount is owed by any of the Sellers to any third party with respect to the Aircraftleasing commissions, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29deposits, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyer, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the common area charges or other hand (collectively, the “Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the Company is not in breach or default of any of its obligations charges under any of the Existing Agreements. (k) Each such agreements which may have previously existed as to any of the Sellers is a party to the Amended and Restated Operating Agreement of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the member’s rights and obligations with respect to the CompanyProperties. (l) Mr. Xxxxxx Xxxxx, in his capacity as Manager of the Company, consents to the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest as contemplated by this Agreement, pursuant to Section 5.1.A. of the Company’s Operating Agreement. (m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements. (o) Since its formation, the Company has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraft. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management Agreement: (i) all-risk hull insurance against any loss, theft or damage to the Aircraft (including, without limitation, extended coverage with respect to any Engine or Parts while removed from the Aircraft); and (ii) comprehensive aviation liability insurance (including, without limitation, aircraft passenger and property damage coverage) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, the “Additional Insureds”).

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller represents (a) The Sellers represent and warrants warrant to Buyerthe Buyers on the date hereof, as on the date that each of the date hereof Pre-delivery Instalments is payable, the Prepositioning Date and as of on the Closing Date, as followsDelivery Date that: (ai) Joust Group is a limited liability company the Sellers are duly organized, incorporated and validly existing and in good standing under the laws of their jurisdiction of incorporation; (i) the State of Maryland. Joust Group has Sellers have the requisite limited liability company power corporate capacity and authority have taken all corporate actions to carry on obtain and maintain all consents, approvals, authorisations, licenses or permits necessary for the business in which it is engagedSellers: (A) to enable the Sellers lawfully to enter into, to own its assets, to execute, deliver exercise their rights and comply with and perform its their obligations under this Agreement; and (B) to make this Agreement admissible in evidence in their Relevant Jurisdictions; (ii) no Relevant Person, Sub-Charterer and no member of the Seller DocumentsGroup (including any Approved Manager which is a member of the Group): (A) is a Prohibited Person; (B) is owned or controlled by or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person; (C) owns or controls a Prohibited Person; nor (D) has a Prohibited Person serving as a director, officer or employee; (iii) the Vessel is not the subject of Sanctions; (iv) neither any part of the Purchase Price nor the Vessel shall be made available, directly or indirectly, to or for the benefit of a Prohibited Person nor shall they be otherwise directly or indirectly, applied in a manner or for a purpose prohibited by Sanctions, or to fund any activity in a Prohibited Country; (v) they are not in breach of any Anti-Money Laundering Laws and they have instituted and maintained systems, controls, policies and procedures designed to: (A) prevent and detect incidences of bribery and corruption, money laundering and terrorism financing; and (B) promote and achieve compliance with Anti-Money Laundering Laws including, but not limited to, ensuring thorough and accurate books and records, and utilisation of commercially reasonable efforts to consummate ensure that Affiliates acting on behalf of the transaction contemplated herebySellers shall act in compliance with Anti- Money Laundering Laws. (b) The Company is a limited liability company duly organized, validly existing and in good standing under the laws respect of the State of Maryland. The Company has the requisite limited liability company power and authority to carry on the business in which it is engaged and to own its assets, including, without limitation, the Aircraft. (c) The execution and delivery by such Seller of, and the performance by such Seller of its obligations under, this Agreement and any other agreements, statements, certificates, instruments or other documents to be executed and delivered by the Sellers at the Closing pursuant to this Agreement (collectively, the “Seller Documents”) and the consummation by such Seller of the transaction contemplated hereby (i) have been or will be duly authorized and approved by all necessary action of such Seller, (ii) do not and will not require any further or additional consent, approval or authorization of such Seller, (iii) do not and will not violate, contravene or conflict with the Articles of Organization or Operating Agreement of Joust Group or the Company or any law, regulation, judgment, order or decree to which such Seller or the Company or any of such Seller’s or the Company’s assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a breach of, or constitute a default under, any contract, instrument, commitment or arrangement to which such Seller or the Company is a party, by which such Seller or the Company is bound or to which any of such Seller’s or the Company’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of such Seller’s or the Company’s assets. (d) This Agreement constitutes and each of the other Seller Documents will constitute the legal, valid and binding agreement of such Seller enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (e) To the best of such Seller’s knowledge, there are no actions, suits, proceedings, claims or demands of any kind, pending or threatened (collectively, “Claims”), against or affecting such Seller or the Company that restrain or prohibit (or seek to restrain or prohibit) the consummation by such Seller of the transaction contemplated hereby. (f) Mr. Xxxxxx Xxxxx (i) is the sole record holder and beneficial owner of the Xxxxxx Xxxxx Interest, free and clear of all Liens, (ii) has good and marketable title to the Xxxxxx Xxxxx Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Xxxxxx Xxxxx Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Xxxxxx Xxxxx Interest to any other Person. (g) Joust Group (i) is the sole record holder and beneficial owner of the Joust Group Interest, free and clear of all Liens, (ii) has good and marketable title to the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Joust Group Interest to any other Person. (h) The Company is the sole registered, legal and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”), together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the Engines and/or the Parts which are in the Company’s possession or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframe, the Engines and/or the Parts (all of the foregoing being referred to, collectively, as the “Aircraft”).Shipbuilding Contract: (i) There are no Liens on or with respect to the Aircraft.Shipbuilding Contract is legal, valid, binding and enforceable against the Builder and the Builder has obtained all necessary consents, authorisations and permits for the construction of the Vessel; (j) The Company is not a party to, or otherwise bound by, any agreement currently in effect, including, without limitation, with respect to the Aircraft, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) as at the Management Agreement dated as date of July 22this Agreement, 2011 the Sellers are not aware of any default by any party under the Shipbuilding Contract (except where disclosed to and approved by the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyer, and Buyers); (iii) as at the Interchange Agreements each dated as date of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectivelythis Agreement, the “Existing Agreements”). Each Sellers are not aware of any event entitling either party under the Existing Agreements is Shipbuilding Contract to terminate the Shipbuilding Contract; (iv) the Shipbuilding Contract remains in full force and effect, and the Company is not in breach or default of any of its obligations under any ; and (v) each copy of the Existing Agreements. (k) Each of Shipbuilding Contract provided to the Sellers Buyers is a party true and complete copy of such document and there have been no amendments, supplements and/or replacements to the Amended same (except where disclosed to and Restated Operating Agreement of approved by the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the member’s rights and obligations with respect to the Company. (l) Mr. Xxxxxx Xxxxx, in his capacity as Manager of the Company, consents to the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest as contemplated by this Agreement, pursuant to Section 5.1.A. of the Company’s Operating Agreement. (m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements. (o) Since its formation, the Company has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraft. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management Agreement: (i) all-risk hull insurance against any loss, theft or damage to the Aircraft (including, without limitation, extended coverage with respect to any Engine or Parts while removed from the AircraftBuyers); and (iivi) comprehensive aviation liability insurance (including, without limitation, aircraft passenger and property damage coverage) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectivelyat the date of this Agreement, the “Additional Insureds”)Sellers have paid the first instalment and second instalment of the Shipbuilding Contract Price payable under clause 3 of Article II (Contract Price & Terms of Payment) of the Shipbuilding Contract in the amount of US$9,450,000 to the Builder and that as at the date of this Agreement, no other instalments of the Shipbuilding Contract Price and no other amount is due and payable by the Sellers to the Builder under the terms of the Shipbuilding Contract; and (vii) the Vessel is free from any registered mortgages or any other liens, encumbrances or debts. If there is any change in the flag state from the Flag State at the date of this Agreement and such new Flag State require the Buyers to have a physical presence or office in the jurisdiction of such Flag State, all fees, costs and expense arising out of or in connection with the establishment and maintenance of such physical presence or office by the Buyers shall be borne by the Sellers.

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Except as to each Seller’s representations and warranties as to due authority and the like as expressly provided below, the Transferred Assets are being sold “as is,” and “where is” with no express or implied representation and warranties of any kind, nature, or type whatsoever from, or on behalf of, such Seller. Notwithstanding the foregoing, each Seller severally, but not jointly, represents and warrants to Buyer, as of the date hereof and as of the Closing DatePurchaser, as follows: (a) Joust Group Such Seller (i) is a limited liability company duly incorporated or organized, validly existing existing, and in good standing under the laws of the State its jurisdiction of Maryland. Joust Group incorporation or organization, as applicable; and (ii) has the all requisite limited liability company power and authority to carry on the business in which it is engaged, to own its assets, to execute, deliver deliver, and perform its obligations under this Agreement and the Seller Documents, and to consummate the transaction transactions contemplated hereby. (b) The Company is a limited liability company duly organizedexecution, validly existing and in good standing under the laws of the State of Maryland. The Company has the requisite limited liability company power and authority to carry on the business in which it is engaged and to own its assets, including, without limitation, the Aircraft. (c) The execution and delivery by such Seller ofdelivery, and the performance by such Seller of its obligations under, this Agreement and any other agreements, statements, certificates, instruments or other documents to be executed and delivered by the Sellers at the Closing pursuant to this Agreement (collectively, the “Seller Documents”) and the consummation by such Seller of the transaction contemplated hereby (i) are within the power of such Seller and have been or will be duly authorized and approved by all necessary action actions on the part of such Seller. The execution of this Agreement by such Seller constitutes, or will constitute, a legal valid and binding obligation of such Seller, (ii) do not and will not require any further or additional consent, approval or authorization of such Seller, (iii) do not and will not violate, contravene or conflict with the Articles of Organization or Operating Agreement of Joust Group or the Company or any law, regulation, judgment, order or decree to which such Seller or the Company or any of such Seller’s or the Company’s assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a breach of, or constitute a default under, any contract, instrument, commitment or arrangement to which such Seller or the Company is a party, by which such Seller or the Company is bound or to which any of such Seller’s or the Company’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of such Seller’s or the Company’s assets. (d) This Agreement constitutes and each of the other Seller Documents will constitute the legal, valid and binding agreement of such Seller enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws of general application relating to or affecting or limiting the enforcement of creditors’ rights generally or by and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (ec) To the best of such Seller’s knowledge, there are no actionsconsent, suitsapproval, proceedingsauthorization or order of, claims or demands of registration or filing with, or notice to, any kind, pending court or threatened (collectively, “Claims”), against governmental agency or affecting body having jurisdiction or regulatory authority over such Seller or the Company that restrain or prohibit (or seek to restrain any of its properties) is required for (i) such Seller’s execution and delivery of this Agreement (and each agreement executed and delivered by it in connection herewith) or prohibit(ii) the consummation by such Seller of the transaction transactions contemplated by this Agreement (and each agreement executed and delivered by it in connection herewith) or, to the extent so required, such consent, approval, authorization, order, registration, filing or notice has been obtained, made or given (as applicable) and is still in full force and effect. (d) No person or entity acting on behalf of such Seller or any of its affiliates or under the authority of any of them is or will be entitled to any brokers’ or finders’ fee or any other commission or similar fee, directly or indirectly, from Seller or any of its affiliates in connection with any of the transactions contemplated hereby, except for Emmes Group. (e) Such Seller holds a security interest in the Transferred Assets, and to such Seller’s knowledge, based solely upon the results of Uniform Commercial Code search requests of the offices of the Secretary of State of the States of Delaware and California, both certified on September 16, 2010, there are no outstanding security interests of record that are superior to the security interests of such Seller in the Transferred Assets. (f) Mr. Xxxxxx Xxxxx (i) Debtor is in default of its obligations to such Seller, and such Seller is entitled to sell the sole record holder and beneficial owner Transferred Assets under the terms of the Xxxxxx Xxxxx InterestLoan Agreement, free and clear the provisions of all Liens, (ii) has good and marketable title to the Xxxxxx Xxxxx Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Xxxxxx Xxxxx Interest to BuyerCUCC, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Xxxxxx Xxxxx Interest to any other Personapplicable laws. (g) Joust Group (i) is the sole record holder and beneficial owner The disposition of the Joust Group InterestTransferred Assets effected by this Agreement and the other documents and instruments executed and delivered in connection herewith transfer to Purchaser all of Debtor’s rights therein, free discharges such Seller’s security interest therein (except for new security interests granted by Purchaser as set forth in Section 13 of this Agreement), and clear of all Liens, (ii) has good and marketable title discharges any security interests or liens subordinate to the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose security interest of the Joust Group Interest to any other Personsuch Seller. (h) The Company is Such Seller has complied in all material respects with the sole registeredrelevant provisions of the CUCC, legal including without limitation the requirements of Chapter 6 thereof, to transfer Debtor’s right, title and beneficial owner of, interest in and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”), together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, Transferred Assets to Purchaser in accordance with the Engines and/or the Parts which are in the Company’s possession or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframe, the Engines and/or the Parts (all provisions of the foregoing being referred to, collectively, as the “Aircraft”). (i) There are no Liens on or with respect to the Aircraft. (j) The Company is not a party to, or otherwise bound by, any agreement currently in effect, including, without limitation, with respect to the Aircraft, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyer, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the Company is not in breach or default of any of its obligations under any of the Existing Agreements. (k) Each of the Sellers is a party to the Amended and Restated Operating Agreement of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the member’s rights and obligations with respect to the Company. (l) Mr. Xxxxxx Xxxxx, in his capacity as Manager of the Company, consents to the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest as contemplated by this Agreement, pursuant to Section 5.1.A. of the Company’s Operating Agreement. (m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements. (o) Since its formation, the Company has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraft. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management Agreement: (i) all-risk hull insurance against any loss, theft or damage to the Aircraft (including, without limitation, extended coverage with respect to any Engine or Parts while removed from the Aircraft); and (ii) comprehensive aviation liability insurance (including, without limitation, aircraft passenger and property damage coverage) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, the “Additional Insureds”).

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller represents Subject to the provisions of Articles 11 and warrants 12, Sellers acting jointly hereby warrant to Buyer, Buyers that as of at the date hereof and the following representations, which are made except as specifically provided in this Article 10 exclusively in respect of the Business, are true and accurate and will be reiterated on Closing Date, as followssubject only to the provisions of Article 9.2.11: (a) Joust Group is a limited liability company 10.1 Corporate Organization and Power 10.1.1 Sellers are companies duly incorporated, organized and validly existing under the laws of their jurisdiction of incorporation. Except as disclosed in Schedule 10.1.1(a), the Companies are companies duly incorporated, organized, validly existing and in good standing under the laws of their jurisdiction of incorporation. Sellers and/or, as the State case may be, the relevant Sellers’ Affiliates have all requisite corporate power and authority to enter into this Agreement and the Ancillary Agreements and to consummate the transactions referred to herein and therein. All corporate acts and other proceedings required to be taken by Sellers and/or, as the case may be, the relevant Sellers’ Affiliates, to authorize the execution, delivery and performance of Marylandthis Agreement and the Ancillary Agreements and the consummation of the transactions referred to herein and therein have been duly and properly taken or will be properly taken prior to Closing. Joust Group This Agreement and each Ancillary Agreement to which each Seller or each Company is or will be a party has been or upon the requisite limited liability company execution thereof will be duly executed and delivered by each Seller or each Company as the case may be. This Agreement and the Ancillary Agreements constitute and will constitute valid and binding obligations of Sellers and/or the relevant Sellers’ Affiliates enforceable against Sellers and/or the relevant Sellers’ Affiliates in accordance with their terms and applicable laws. Sellers and/or Sellers’ Affiliates have the corporate power and authority to carry on the Business and to own and operate the properties and assets owned and operated by them. The French Companies bylaws (statuts) and the US Companies certificates of incorporation and bylaws which have been furnished to Buyers, copies of which are attached in Schedule 10.1.1(b), reflect all amendments made thereto and are correct and complete as of the date hereof, except only in respect of the contribution process described in Recital (7) (a) of this Agreement to be completed as of Closing. Each of the US Companies is duly qualified, licensed or admitted to do business and is in good standing in all jurisdictions in which the ownership, use or leasing of its assets and properties, or the conduct or nature of its business, makes such qualification, licensing or admission necessary and in which the failure to be so qualified, licensed or admitted and in good standing could reasonably be expected to have an adverse effect on the validity or enforceability of this Agreement or any of the Ancillary Agreements to which it is engageda party or on the ability of such US Company to perform its obligations hereunder or thereunder. 10.1.2 Without prejudice to the provisions of Article 10.1.1, Schedule 10.1.2 contains with respect to own its assetsthe French Companies a certificate of registration (extrait k-bis) delivered within the last month setting forth up-to-date information on each French Company. 10.1.3 All the shares (actions) constituting the capital stock of the Companies are free and clear of all liens, pledges, encumbrances, security interests, restrictive agreements, transfer restrictions, voting trust arrangements, claims and equities of every kind, except as disclosed in Schedule 10.1.3. 10.1.4 The relevant French Companies and US Companies do not have any direct or indirect equity interest in any corporate person or legal entity, except the Subsidiaries and except as disclosed in Schedule 10.1.4. 10.1.5 The Companies have never been and are not subject to executeany proceedings relating to the prevention or settlement of insolvency claims (prévention et règlement amiable des difficultés des entreprises for French Companies) nor are they subject to any liquidation or other insolvency proceedings nor are they subject to any proceedings under US Bankruptcy Law. 10.1.6 Except as set forth in Schedule 10.1.6, deliver all the assets and perform rights herein described as making up the Business are owned or, as set out in Schedule 10.1.6, used pursuant to a valid and binding agreement by the French Companies, and/or US Companies, and/or Sellers, as described herein. There are no pledges, encumbrances, liens, claims, equities of any kind or charges over the Business and/or French Business Assets and/or Other Business Assets, except as disclosed in Schedule 10.1.6. 10.1.7 There are no (a) outstanding judgements, orders, writs, injunctions or decrees of any court, governmental agency or arbitration tribunal against the Sellers and/or the relevant Sellers’ Affiliates nor other legal restraint or prohibition which have or could have an adverse effect on the ability of Sellers and/or the relevant Sellers’ Affiliates to consummate or preventing the consummation of the transactions referred to in this Agreement and in the Ancillary Agreements or (b) actions, suits, claims or legal, administrative or arbitration proceedings or investigations pending, or to the Knowledge of the Sellers, threatened against Sellers and/or the relevant Sellers’ Affiliates, which have or could have an adverse effect on the ability of Sellers and/or the relevant Sellers’ Affiliates to consummate or preventing the consummation of the transactions referred to herein and in the Ancillary Agreements. 10.1.8 Without prejudice to Third Party consents or other consents referred to in Articles 7.4 and 8.1 hereto and except as otherwise specifically disclosed in Schedule 10.1.8, each Seller’s and each Company’s execution and delivery of, and/or performance of its obligations under this Agreement and the Seller Documentseach Ancillary Agreement to which it is or will be a party, and the consummation of the transactions contemplated hereby or thereby, shall not (a) violate, or result in the creation of a material encumbrance upon any of such Company’s assets as a result of, any laws applicable to consummate the transaction contemplated hereby. such Company or its properties or assets or (b) The Company is a limited liability company duly organizedconflict with, validly existing and or result in good standing under the laws any violation or breach of, any of the State of Maryland. The Company has the requisite limited liability company power and authority to carry on the business in which it is engaged and to own its assetsterms, including, without limitation, the Aircraft. (c) The execution and delivery by such Seller conditions or provisions of, and or constitute (with due notice or lapse of time, or both) a default or give rise to any right of contingent payment, termination, cancellation or acceleration or result in the performance by such Seller creation of its obligations under, this Agreement and any other agreements, statements, certificates, instruments or other documents to be executed and delivered by the Sellers at the Closing pursuant to this Agreement (collectively, the “Seller Documents”) and the consummation by such Seller encumbrance upon any of the transaction contemplated hereby (i) have been properties or will be duly authorized and approved by all necessary action assets of such SellerCompany, (ii) do not and will not require under any further or additional consent, approval or authorization of such Seller, (iii) do not and will not violate, contravene or conflict with the Articles of Organization or Operating Agreement of Joust Group or the Company or any law, regulation, judgment, order or decree to which such Seller or the Company or any provision of such Seller’s or the such Company’s certificate of incorporation, if applicable, or by-laws or any contract to which such Company is a party or by which such Company or any of its assets are subjector properties is or may be bound. 10.1.9 Without prejudice to Third Party consents, (iv) do not referred to in Articles 7.4 and will not require the consent8.1, approvaland except as otherwise specifically disclosed in Schedule 10.1.9, waiver, clearance, no permit, license authorization, consent or authorization ofapproval of or by, by or from, any notification of or filing with, any person (governmental or otherwise) is required in connection with the execution, delivery and the performance by any Seller or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a breach of, Company of this Agreement or constitute a default under, any contract, instrument, commitment or arrangement the Ancillary Agreements to which such Seller it is or will be a party or the Company is a party, by which such Seller consummation of the transactions contemplated hereby or the Company is bound or to which any of such Seller’s or the Company’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of such Seller’s or the Company’s assetsthereby. (d) This Agreement constitutes and each of 10.2 Authorities – Autorisation Sellers and/or the other Seller Documents will constitute the legalrelevant Sellers’ Affiliates have full legal capacity, valid and binding agreement of such Seller enforceable against such Seller in accordance with its termspower, except as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (e) To the best of such Seller’s knowledge, there are no actions, suits, proceedings, claims or demands of any kind, pending or threatened (collectively, “Claims”), against or affecting such Seller or the Company that restrain or prohibit (or seek to restrain or prohibit) the consummation by such Seller of the transaction contemplated hereby. (f) Mr. Xxxxxx Xxxxx (i) is the sole record holder and beneficial owner of the Xxxxxx Xxxxx Interest, free and clear of all Liens, (ii) has good and marketable title to the Xxxxxx Xxxxx Interest, (iii) has the full right, title, power and authority to validly sellexecute, assign, transfer and convey the Xxxxxx Xxxxx Interest to Buyerdeliver, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of perform this Agreement and the Xxxxxx Xxxxx Interest to any other Person. (g) Joust Group (i) is the sole record holder and beneficial owner of the Joust Group Interest, free and clear of all Liens, (ii) has good and marketable title to the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Joust Group Interest to any other Person. (h) The Company is the sole registered, legal and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”), together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom agreements contemplated herein to which they may be party and to consummate the Company has title (collectively, the “Parts”), (C) all maintenance, flight transactions contemplated hereby and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the Engines thereby. Sellers and/or the Parts which are in the Company’s possession or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframe, the Engines relevant Sellers’ Affiliates and/or the Parts (all of the foregoing being referred to, collectively, as the “Aircraft”). (i) There are no Liens on or with respect to the Aircraft. (j) The Company is not Companies have complied in a party to, or otherwise bound by, any agreement currently in effect, including, without limitation, with respect to the Aircraft, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyer, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the Company is not in breach or default of any of its obligations under any of the Existing Agreements. (k) Each of the Sellers is a party to the Amended and Restated Operating Agreement of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the member’s rights and obligations with respect to the Company. (l) Mr. Xxxxxx Xxxxx, in his capacity as Manager of the Company, consents to the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest as contemplated by this Agreement, pursuant to Section 5.1.A. of the Company’s Operating Agreement. (m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements. (o) Since its formation, the Company has been and is currently in compliance timely manner with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management information/consultation of their workers and operation workers of the AircraftBusiness, as applicable. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management Agreement: (i) all-risk hull insurance against any loss, theft or damage to the Aircraft (including, without limitation, extended coverage with respect to any Engine or Parts while removed from the Aircraft); and (ii) comprehensive aviation liability insurance (including, without limitation, aircraft passenger and property damage coverage) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, the “Additional Insureds”).

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller represents Sellers represent and warrants warrant to Buyer, as of the date hereof and as of the Closing Date, Purchaser as follows: (a) Joust Group is a limited liability company A. Sellers are each corporations, each duly organized, validly existing and in good standing under the laws of the State of Maryland. Joust Group has the requisite limited liability company Delaware, with full corporate power and authority to carry on the conduct their business in which it is engagedas presently conducted and as proposed to be conducted by them, to own its assets, to execute, deliver enter into and perform its obligations under this Agreement and all other agreements as may be required to be executed by Sellers at or prior to Closing and pursuant to the Seller Documentsother provisions of this Agreement, and to consummate carry out the transaction transactions contemplated hereby. (b) The Company is by this Agreement. Sellers are each duly qualified to do business as a limited liability company duly organized, validly existing foreign corporation and are in good standing under in every jurisdiction in which the laws of the State of Maryland. The Company has the requisite limited liability company power and authority failure to carry so qualify would have a material adverse effect on the business business, prospects, assets or condition (financial or otherwise) of Sellers. Sellers have made available to Purchaser true and complete copies of each of their Certificates of Incorporation and By-Laws, each as amended to date and presently in which it is engaged and to own its assets, including, without limitation, the Aircrafteffect. (c) B. The execution execution, delivery and delivery performance by such Seller ofSellers of this Agreement, and the performance consummation by such Seller Sellers of its obligations underthe transactions contemplated hereby, this have been duly authorized by all necessary corporate action. This Agreement and any other agreementswill, statementsupon execution, certificates, instruments or other documents to be have been duly executed and delivered by Sellers and constitutes the valid and binding obligations of Sellers at enforceable in accordance with its terms on a joint and several basis, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights or by general principles of equity. The execution and performance of the Closing pursuant to transactions contemplated by this Agreement (collectively, the “Seller Documents”) and the consummation compliance with its provisions by such Seller of the transaction contemplated hereby Sellers will not (i) have been conflict with or will violate any provision of their respective Certificates of Incorporation or By-Laws, as each may be duly authorized and approved by all necessary action of such Seller, amended to date; (ii) do not and will not require any further or additional consent, approval or authorization of such Seller, (iii) do not and will not violate, contravene or conflict with the Articles of Organization or Operating Agreement of Joust Group or the Company or any law, regulation, judgment, order or decree to which such Seller or the Company or any of such Seller’s or the Company’s assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a breach of, constitute (without due notice or constitute lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any material contract, instrumentlease, commitment sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, document creating or pertaining to an encumbrance or other arrangement to which such Seller the Sellers are a part or the Company is a party, by which such Seller or the Company is bound or to which any of such Seller’s or the Company’s assets Sellers are subject, and bound; (viiii) do not and will not result in the imposition of a Lien on any encumbrance upon any of such Seller’s the Assumed Contracts; or (iv) violate any order writ, injunction, decree, statute, rule or regulation applicable to the Sellers or to any of the Assumed Contracts. C. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental or regulatory authority or agency is required on the part of Sellers in connection with the execution and delivery of this Agreement or the Company’s assetstransactions to be consummated at the Closing. (d) This Agreement constitutes X. Xxxxxxx, at the Closing, will have the right to sell and each of transfer to Purchaser the other Seller Documents will constitute the legal, valid and binding agreement of such Seller enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (e) To the best of such Seller’s knowledge, there are no actions, suits, proceedings, claims or demands of any kind, pending or threatened (collectively, “Claims”), against or affecting such Seller or the Company that restrain or prohibit (or seek to restrain or prohibit) the consummation by such Seller of the transaction contemplated hereby. (f) Mr. Xxxxxx Xxxxx (i) is the sole record holder and beneficial owner of the Xxxxxx Xxxxx InterestAssumed Contracts, free and clear of all Liensencumbrances or restrictions, (ii) has good if any, so as to allow Purchaser to assume the obligations and marketable title benefits of Sellers thereunder. The delivery to Purchaser of the Xxxxxx Xxxxx Interest, (iii) has the full instruments of transfer of ownership contemplated by this Agreement will transfer to Purchaser right, title, power title and authority to validly sell, assign, transfer and convey the Xxxxxx Xxxxx Interest to Buyerinterest in, and (iv) has not entered into the benefits of, the Assumed Contracts, including any agreement to sell, hypothecate or otherwise dispose of the Xxxxxx Xxxxx Interest to any other Person. (g) Joust Group (i) is the sole record holder and beneficial owner of the Joust Group Interestall goodwill generated therefrom, free and clear of any and all Liensencumbrances, (iiobstructions or restrictions whatsoever. E. Copies of all Assumed Contracts have been previously delivered or made available by Sellers to Purchaser. Seller further states: 1) has good and marketable title Sellers are not in material breach of or default under any Assumed Contract. 2) To the knowledge of Sellers, there is no existing breach or default by any other party to any Assumed Contract. 3) Sellers are not in material breach or material default under any of the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to BuyerAssumed Contracts, and (iv) no event has not entered into any agreement to selloccurred which, hypothecate with the notice or otherwise dispose lapse of the Joust Group Interest to any other Persontime, would constitute a material breach or material default by Sellers or permit termination, modification, or acceleration thereunder. (h) The Company is the sole registered, legal and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”), together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the Engines and/or the Parts which are in the Company’s possession or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframe, the Engines and/or the Parts (all of the foregoing being referred to, collectively, as the “Aircraft”). (i4) There are no Liens on disputes, oral agreements or with respect forbearance in effect as to the AircraftAssumed Contracts. (j) The Company F. There is not a party tono action, suit or proceeding, or otherwise bound bygovernmental inquiry or investigation, pending, or, to Sellers’ knowledge, any agreement currently in effectbasis therefor or threat thereof, including, without limitation, with respect against Sellers which questions the validity of this Agreement or the right of Sellers to the Aircraft, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyer, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the Company is not in breach enter into it or default of any of its perform their obligations under any of the Existing Agreementshereunder. (k) Each of G. Neither this Agreement nor any Exhibit hereto, nor any report, certificate or instrument furnished to Purchaser in connection with the Sellers is a party to the Amended and Restated Operating Agreement of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the member’s rights and obligations with respect to the Company. (l) Mr. Xxxxxx Xxxxx, in his capacity as Manager of the Company, consents to the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest as transactions contemplated by this Agreement, pursuant when read together, contains or will contain any untrue statement of a material fact or omits or will omit to Section 5.1.A. state a material fact necessary in order to make the statements contained herein or therein, in light of the Company’s Operating Agreementcircumstances under which they were made, not misleading. (m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements. (o) Since its formation, the Company has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraft. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management Agreement: (i) all-risk hull insurance against any loss, theft or damage to the Aircraft (including, without limitation, extended coverage with respect to any Engine or Parts while removed from the Aircraft); and (ii) comprehensive aviation liability insurance (including, without limitation, aircraft passenger and property damage coverage) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, the “Additional Insureds”).

REPRESENTATIONS AND WARRANTIES OF SELLERS. The Sellers hereby represent and warrant to the Company, jointly and not severally, that: a. This Agreement has been duly executed and delivered by the Sellers and constitutes a valid and legally binding obligation of Sellers enforceable against Sellers in accordance with its terms. b. Each Seller represents is the record and warrants beneficial owner of the Repurchase Shares attributable to Buyersuch Seller, as set forth on Exhibit A, free and clear of any liens, encumbrances, restrictions on transfer, taxes, charges, security interests, options, warrants, purchase rights, contracts, commitments, equities, claims, restrictions, and demands, whether voluntarily incurred or arising by operation of law, including without limitation any agreement to give any of the date foregoing in the future (“Encumbrance”). Except for this Agreement, Sellers are not a party to any option, warrant, purchase right, or other contract or commitment that could require either Seller to sell, transfer, assign or otherwise dispose of, or create any Encumbrance with respect to, the Repurchase Shares. x. Xxxxxxx have the full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby (including the sale, assignment and transfer of the Repurchase Shares to the Company) in accordance with the terms hereof without the consent or approval of any person or entity. The sale and delivery of the Repurchase Shares to the Company pursuant to this Agreement will vest in the Company good and marketable title to the Repurchase Shares, free and clear of any Encumbrances. d. The execution and delivery of this Agreement by Sellers and the performance by Sellers of the transactions contemplated hereby do not (i) violate any provision of any law applicable to either Seller or the transactions contemplated hereby, or (ii) result in a breach of, cause a default under (with or without notice, or lapse of time, or both), conflict with, or result in a termination of any agreement, contract or arrangement to which either Seller is a party or by which its assets are bound. x. Xxxxxxx have such knowledge and experience in financial and business matters that Sellers are capable of evaluating the value of the Repurchase Shares. Each Seller has made, and is relying exclusively on, its own independent examination, investigation, analysis and evaluation of the Company, including such Seller’s own estimate of the value of the Repurchase Shares, and each Seller understands that the Company may believe that the value of the Repurchase Shares is, or may become, greater than the price being paid pursuant to this Agreement. Further, each Seller acknowledges that, as of the Closing Date, as follows: (a) Joust Group is a limited liability company duly organized, validly existing and in good standing under the laws Purchase Price of the State Repurchase Shares may be less than the trading price of Maryland. Joust Group has the requisite limited liability company power and authority to carry Company’s Common Stock on the business in which it is engagedNew York Stock Exchange. Each Seller, to own its assetsupon such independent investigation, to executeanalysis and evaluation, deliver and perform its obligations under this Agreement and has determined that the Seller Documents, and to consummate the transaction contemplated hereby. (b) The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland. The Company has the requisite limited liability company power and authority to carry on the business in which it is engaged and to own its assets, including, without limitation, the Aircraft. (c) The execution and delivery by such Seller of, and the performance by such Seller of its obligations under, this Agreement and any other agreements, statements, certificates, instruments or other documents to be executed and delivered by the Sellers at the Closing price being paid pursuant to this Agreement is fair. f. Each Seller acknowledges that it is a sophisticated investor and has conducted all of the due diligence and received all of the information relating the Company as such Seller deems necessary, appropriate or relevant in connection with its decision to sell Repurchase Shares to the Company pursuant to the terms of this Agreement. Each Seller confirms that the Company has made available to it the opportunity to ask questions of the officers and management-level employees of the Company and to acquire such additional information about the business, operations and financial condition of the Company as requested, and all such information has been received. Each Seller understands, acknowledges and agrees that, notwithstanding such due diligence, the Company may be privy to material non-public information with respect to its business, operations, pending transactions, financial condition, results of operations and prospects that has not been requested by such Seller (collectively, the “Non-Public Information”), which Non-Public Information may be material to a reasonable investor, such as the Sellers, when making investment decisions, including the decision to enter into this Agreement on the terms described herein, and such Seller’s decision to enter into this Agreement is being made with full recognition and acknowledgment that the Company has only disclosed to such Seller Documents”) and the consummation information that has been requested by such Seller which may not be all of the transaction contemplated hereby (i) have been or will be duly authorized and approved by all necessary action of such Seller, (ii) do not and will not require any further or additional consent, approval or authorization of such Seller, (iii) do not and will not violate, contravene or conflict with the Articles of Organization or Operating Agreement of Joust Group or the Company or any law, regulation, judgment, order or decree to which such Seller or the Company or any of such Seller’s or the Company’s assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a breach of, or constitute a default under, any contract, instrument, commitment or arrangement to which such Seller or the Company is a party, by which such Seller or the Company is bound or to which any of such Seller’s or the Company’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of such Seller’s or the Company’s assets. (d) This Agreement constitutes and each of the other Seller Documents will constitute the legal, valid and binding agreement of such Seller enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (e) To the best of such Seller’s knowledge, there are no actions, suits, proceedings, claims or demands of any kind, pending or threatened (collectively, “Claims”), against or affecting such Seller or the Company that restrain or prohibit (or seek to restrain or prohibit) the consummation by such Seller of the transaction contemplated hereby. (f) Mr. Xxxxxx Xxxxx (i) is the sole record holder and beneficial owner of the Xxxxxx Xxxxx Interest, free and clear of all Liens, (ii) has good and marketable title to the Xxxxxx Xxxxx Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Xxxxxx Xxxxx Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Xxxxxx Xxxxx Interest to any other Person. (g) Joust Group (i) is the sole record holder and beneficial owner of the Joust Group Interest, free and clear of all Liens, (ii) has good and marketable title to the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Joust Group Interest to any other Person. (h) The Company is the sole registered, legal and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”), together with (A) three (3) Xxxxxxx Model TFE731Non-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the Engines and/or the Parts which are Public Information in the Company’s possession or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframe, the Engines and/or the Parts (all of the foregoing being referred to, collectively, as the “Aircraft”). (i) There are no Liens on or with respect to the Aircraft. (j) The Company is not a party topossession. Each Seller hereby waives any claim, or otherwise bound bypotential claim, any agreement currently in effectit has or may have against the Company, including, without limitationbut not limited to, with respect its respective officers, managers, members, successors and assigns, relating to the Aircraft, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000such person’s or entity’s possession and nondisclosure to such Seller of Non-00-00000 dated May 29, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyer, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the Company is not in breach or default of any of its obligations under any of the Existing Agreements. (k) Each of the Sellers is a party to the Amended and Restated Operating Agreement of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and Public Information that has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently requested by such Seller in effect relating to the operation or management of the Company or the member’s rights and obligations connection with respect to the Company. (l) Mr. Xxxxxx Xxxxx, in his capacity as Manager of the Company, consents to the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest as contemplated by this Agreement, pursuant to Section 5.1.A. of the Company’s Operating Agreement. (m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreementsthis Agreement. (o) Since its formation, the Company has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraft. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management Agreement: (i) all-risk hull insurance against any loss, theft or damage to the Aircraft (including, without limitation, extended coverage with respect to any Engine or Parts while removed from the Aircraft); and (ii) comprehensive aviation liability insurance (including, without limitation, aircraft passenger and property damage coverage) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, the “Additional Insureds”).

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller represents Sellers hereby represent and warrants to Buyer, warrant as of the date hereof and as of the Closing Date, Date as follows: (a) Joust Group is a limited liability company duly organizeda. Sellers possess perpetual existence as legal entities, validly existing with several capacity to xxx and be sued in good standing under the laws of the State of Maryland. Joust Group has the requisite limited liability company their own name, and with full power and authority legal right to carry on the their business in which it is engaged, to own its assets, as currently conducted and to execute, deliver and perform its their obligations arising under this Agreement and the Seller other Sale Documents; b. The execution, delivery and to consummate the transaction contemplated hereby. (b) The Company is a limited liability company duly organized, validly existing and in good standing under the laws performance by Sellers of the State of Maryland. The Company has the requisite limited liability company power and authority to carry on the business in which it is engaged and to own its assets, including, without limitation, the Aircraft. (c) The execution and delivery by such Seller of, and the performance by such Seller of its obligations under, this Agreement and any other agreements, statements, certificates, instruments or other documents to be executed and delivered by the Sellers at the Closing pursuant to this Agreement (collectively, the “Seller Documents”) and the consummation by such Seller of the transaction contemplated hereby (i) Sale Documents have been or will be duly authorized and approved by all necessary action on behalf of such Seller, Sellers and (iii) do not and will not require contravene the charter or by-laws of Sellers or any further current law, governmental rule, regulation, judgment or additional consent, approval or authorization of such Seller, order binding on Sellers and (iiiii) do not and will not violate, contravene or conflict with the Articles or result in any breach of Organization or Operating Agreement of Joust Group or the Company or any law, regulation, judgment, order or decree to which such Seller or the Company or any of such Seller’s or the Company’s assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a breach of, terms or constitute a default under, under any contractdocument, instrument, commitment or arrangement agreement to which such either Seller is a party or by which either Seller or the Company its properties are bound; c. No action, suit or proceeding to which either Seller is a partyparty is pending or, by which such Seller to the knowledge of either Seller, pending without service of process or threatened before any court, arbitrator or administrative or other governmental body that may restrain, enjoin or question the Sale Documents, the consummation of the transactions contemplated thereby, the performance of obligations or the Company enjoyment of rights and benefits contemplated therein, or that is bound or to which any otherwise related thereto; d. Each of such Seller’s or this Agreement and, upon the Company’s assets are subjectexecution and delivery thereof, and (vi) do not and will not result in the imposition of a Lien on any of such Seller’s or the Company’s assets. (d) This Agreement constitutes and each of the other Seller Sale Documents will constitute has been duly executed and delivered by Sellers and constitutes the legal, valid and binding agreement obligations of such Seller Sellers enforceable against such Seller Sellers in accordance with its their respective terms; e. All approvals and consents of Sellers and their respective equityholders that are required in connection with any transaction contemplated by the Sale Documents shall on the Closing Date have been duly obtained, except as such enforceability may each consent of any Person required to be limited obtained by bankruptcySellers to authorize, moratoriumor required by Sellers in connection with the execution, insolvencydelivery or performance by Sellers of the Sale Documents to which it is a party has been obtained and is in full force and effect (or will be obtained and in full force and effect prior to the Delivery Time), reorganization there is no default by Sellers in the observance or other similar laws affecting or limiting performance of any of the enforcement of creditors’ rights generally or by general principles of equity conditions and restrictions (regardless of whether such enforceability is considered in a proceeding at law if any) imposed on or in equity). (e) To connection with such consent, and neither the best execution, delivery and performance by the Sellers, nor the performance by Sellers of such Seller’s knowledgetheir respective obligations under, there are no actionsthe Sale Documents requires the consent, suitsapproval, proceedingsorder or authorization of, claims the giving of notice to, the registration with or demands the taking of any kindother action in respect of any governmental body; f. As of immediately prior to the Closing, pending or threatened (collectively, “Claims”), against or affecting such each Seller or the Company that restrain or prohibit (or seek to restrain or prohibit) the consummation by such Seller of the transaction contemplated hereby. (f) Mr. Xxxxxx Xxxxx (i) is shall be the sole record holder legal and beneficial owner of the Xxxxxx Xxxxx InterestAircraft, as set forth in EXHIBIT A, and the Aircraft shall be owned by Sellers free from any Security Interests (other than Permitted Liens) and clear any transfer restrictions, and upon execution and delivery of all Liens, (ii) has the Warranty Xxxx of Sale good and marketable title to the Xxxxxx Xxxxx InterestAircraft shall be transferred to Purchaser free from any Security Interests (other than Permitted Liens); x. Xxxxxxx are not aware of any outstanding claims by Lessee in respect of any maintenance which have not previously been reimbursed by Sellers; h. To the best of Sellers’ knowledge, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Xxxxxx Xxxxx Interest to Buyer, and (iv) there has not occurred any event that would give rise to a tax indemnification obligation of Lessee for which Sellers would have a claim, whether such obligation is imposed upon Lessee in any Lease or in any other document entered into by Lessee in connection with the transactions contemplated by any agreement to sell, hypothecate Lease; i. There has not occurred any event of loss or otherwise dispose of the Xxxxxx Xxxxx Interest to any other Person. (g) Joust Group (i) is the sole record holder and beneficial owner of the Joust Group Interest, free and clear of all Liens, (ii) has good and marketable title to the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate accident or otherwise dispose of the Joust Group Interest to any other Person. (h) The Company is the sole registered, legal and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”), together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the Engines and/or the Parts which are in the Company’s possession or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframe, the Engines and/or the Parts (all of the foregoing being referred to, collectively, as the “Aircraft”). (i) There are no Liens on or with respect material physical damage to the Aircraft.; (j) The Company is not a party toj. At the Closing, or otherwise bound by, any agreement currently all Aircraft shall: i. comply with the Inspection requirements set forth in effect, including, without limitation, with respect to the Aircraft, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyer, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the Company is not in breach or default of any of its obligations under any of the Existing Agreements. (k) Each of the Sellers is a party to the Amended and Restated Operating Agreement of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the member’s rights and obligations with respect to the Company. (l) Mr. Xxxxxx XxxxxEXHIBIT E, in his capacity as Manager of the Company, consents to the sale of the Xxxxxx Xxxxx Interest accordance with Article 3; and the Joust Group Interest as contemplated by this Agreement, pursuant to Section 5.1.A. of the Company’s Operating Agreementii. be in fully operational and airworthy condition. (m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements. (o) Since its formation, the Company has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraft. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management Agreement: (i) all-risk hull insurance against any loss, theft or damage to the Aircraft (including, without limitation, extended coverage with respect to any Engine or Parts while removed from the Aircraft); and (ii) comprehensive aviation liability insurance (including, without limitation, aircraft passenger and property damage coverage) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, the “Additional Insureds”).

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller represents and warrants to BuyerParent and the Offeror as follows and acknowledges that Parent and the Offeror are relying upon such representations and warranties in connection with the entering into of this Agreement and the Pre-Acquisition Agreement, as the making of the date hereof Offer and as the purchase by the Offeror of the Closing Date, as followsSeller’s Shares: (a) Joust Group the Seller is a limited liability company duly organized, validly existing and in good standing under the laws beneficial owner of the State of Maryland. Joust Group has Shares listed on Schedule B beside the requisite limited liability company power and authority to carry on the business in which it is engaged, to own its assets, to execute, deliver and perform its obligations under this Agreement and the Seller DocumentsSeller’s name, and to consummate such Shares are the transaction contemplated hereby.only securities of Company owned directly or indirectly, beneficially or otherwise, by the Seller; (b) The Company is a limited liability company duly organizedother than as contemplated in this Agreement in connection with the Offer, validly existing and in good standing under the laws of the State of Maryland. The Company Seller has the requisite limited liability company power and authority sole right to carry on the business in which it is engaged and to own its assets, including, without limitation, the Aircraft. (c) The execution and delivery by such Seller of, and the performance by such Seller of its obligations under, this Agreement and any other agreements, statements, certificates, instruments or other documents to be executed and delivered by the Sellers at the Closing pursuant to this Agreement (collectively, the “Seller Documents”) and the consummation by such Seller of the transaction contemplated hereby (i) have been or will be duly authorized and approved by all necessary action of such Seller, (ii) do not and will not require any further or additional consent, approval or authorization of such Seller, (iii) do not and will not violate, contravene or conflict with the Articles of Organization or Operating Agreement of Joust Group or the Company or any law, regulation, judgment, order or decree to which such Seller or the Company or any of such Seller’s or the Company’s assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a breach of, or constitute a default under, any contract, instrument, commitment or arrangement to which such Seller or the Company is a party, by which such Seller or the Company is bound or to which any of such Seller’s or the Company’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of such Seller’s or the Company’s assets. (d) This Agreement constitutes and each of the other Seller Documents will constitute the legal, valid and binding agreement of such Seller enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (e) To the best of such Seller’s knowledge, there are no actions, suits, proceedings, claims or demands of any kind, pending or threatened (collectively, “Claims”), against or affecting such Seller or the Company that restrain or prohibit (or seek to restrain or prohibit) the consummation by such Seller of the transaction contemplated hereby. (f) Mr. Xxxxxx Xxxxx (i) is the sole record holder and beneficial owner of the Xxxxxx Xxxxx Interest, free and clear of all Liens, (ii) has good and marketable title to the Xxxxxx Xxxxx Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Xxxxxx Xxxxx Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of and vote, the Xxxxxx Xxxxx Interest to any other Person. (g) Joust Group (i) is Shares beneficially owned as at the sole record holder date of this Agreement or hereafter acquired by it, and beneficial owner of such Shares are, and will be at the Joust Group Interesttime at which the Offeror takes up and pays for such Shares, beneficially owned by the Seller with good and marketable title thereto, free and clear of any and all Liens, Encumbrances and are and will at such time be issued and outstanding as fully paid and non-assessable shares in the capital of Company; (iic) no person has good and marketable title to the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Joust Group Interest to any other Person. (h) The Company is the sole registered, legal and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”), together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the Engines and/or the Parts which are in the Company’s possession or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframe, the Engines and/or the Parts (all of the foregoing being referred to, collectively, as the “Aircraft”). (i) There are no Liens on or with respect to the Aircraft. (j) The Company is not a party tooption, or otherwise bound byany right or privilege (whether by Law, any pre-emptive, contractual or otherwise) capable of becoming an agreement currently in effector option, includingfor the purchase, without limitation, with respect to acquisition or transfer from the Aircraft, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyer, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the Company is not in breach or default Seller of any of the Shares owned by it or any interest therein or right thereto, except the Offeror pursuant hereto; (d) the execution and delivery of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated by this Agreement have been duly authorized by the board of directors of the Seller, and no other proceedings on the part of the Seller are necessary to authorize this Agreement; (e) none of the execution and delivery by the Seller of this Agreement or the completion of the transactions contemplated under the terms of this Agreement or the compliance by such Seller with its obligations under any the terms of the Existing Agreements. (k) Each of the Sellers is this Agreement will result in a party to the Amended and Restated Operating Agreement of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the member’s rights and obligations with respect to the Company. (l) Mr. Xxxxxx Xxxxx, in his capacity as Manager of the Company, consents to the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest as contemplated by this Agreement, pursuant to Section 5.1.A. of the Company’s Operating Agreement. (m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements. (o) Since its formation, the Company has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraft. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management Agreementbreach of: (i) allthe constating documents of the Seller; (ii) any agreement or instrument to which such Seller is a party or by which such Seller or any of its property or assets are bound, including, any investor rights agreement; (iii) any judgment, decree, order or award of any court, Governmental Authority or arbitrator; or (iv) any applicable Law; (f) no consent, approval or exemption from or registration or filing with any Governmental Authority is required to be obtained or made by such Seller in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated under the terms of this Agreement except for reports required to be filed under applicable securities Laws; (g) the Seller is a validly existing corporation and has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations under the terms of this Agreement; (h) this Agreement has been duly authorized, executed and delivered by such Seller and constitutes a legal, valid and binding obligation of such Seller enforceable against it in accordance with its terms; (i) the Seller has no agreement or option, or right or privilege (whether by Law, pre-risk hull insurance against emptive, contractual or otherwise) capable of becoming an agreement or option, for the purchase or acquisition by such Seller or transfer to such Seller of additional securities of Company, including any lossstock options or warrants of Company; (j) the Seller is not a party to any shareholder, theft pooling, voting trust or damage other similar agreement or arrangement relating to the Aircraft issued and outstanding Shares or any securities of its subsidiaries; (includingk) the Seller has no indebtedness, without limitationliability or obligation to Company or any claims against Company, extended coverage with respect and Company is not indebted or otherwise obligated to any Engine or Parts while removed from the Aircraft)such Seller; and (iil) comprehensive aviation liability insurance (including, without limitation, aircraft passenger and property damage coverage) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective the Seller will not have any claim against Company or any of its subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, by reason of the “Additional Insureds”)entering into of this Agreement.

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each As of the date hereof, each Seller severally and not jointly hereby represents and warrants to Buyer, as of the date hereof and as of the Closing Date, Company as follows: (a) Joust Group such Seller owns its Shares specified on Exhibit A free and clear of all liens, charges, pledges, encumbrances, charges, agreements, restrictions, or claims of any kind and has not, in whole or in part, (i) assigned, transferred, hypothecated, pledged or otherwise disposed of its Shares or its ownership rights in such Shares or (ii) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to such Shares. No person or entity has asserted any claim or commenced or threatened any litigation concerning any Seller’s title to the Shares. Upon delivery of the Shares, such Seller will convey to Company lawful and valid title to such Seller’s Shares, free and clear of any liens, pledges, encumbrances, charges, agreements, restrictions, or claims of any kind; (b) such Seller is a limited liability company partnership duly organized, validly existing existing, and in good standing under the laws of the State of Maryland. Joust Group Delaware; (c) such Seller has the requisite limited liability company corporate power and authority to carry on the business in which it is engaged, to own its assets, to execute, deliver and perform its obligations under enter into this Agreement and the Seller Documents, and to consummate the transaction contemplated hereby. (b) The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland. The Company has the requisite limited liability company power and authority to carry on the business in which it is engaged and to own its assets, including, without limitation, the Aircraft. (c) The execution and delivery by such Seller of, and the performance by such Seller of its obligations under, this Agreement and any other agreements, statements, certificates, instruments or other documents to be executed and delivered by the Sellers at the Closing pursuant to this Agreement (collectively, the “Seller Documents”) and the consummation by such Seller of the transaction transactions contemplated hereby (i) have been or will be duly authorized and approved by all necessary corporate action of such Seller, (ii) do not and will not require any further or additional consent, approval or authorization of such Seller, (iii) do not and will not violate, contravene or conflict with the Articles of Organization or Operating Agreement of Joust Group or the Company or any law, regulation, judgment, order or decree to which such Seller or the Company or any of such Seller’s or the Company’s assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a breach of, or constitute a default under, any contract, instrument, commitment or arrangement to which such Seller or the Company is a party, by which such Seller or the Company is bound or to which any of such Seller’s or the Company’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of such Seller’s or the Company’s assets.; (d) This this Agreement constitutes and each of the other Seller Documents will constitute the a legal, valid and binding agreement obligation of such Seller Seller, enforceable against such Seller in accordance with its terms, except as such enforceability may be limited affected by bankruptcy, moratorium, insolvency, reorganization moratorium or other similar laws affecting or by legal or equitable principles related to or limiting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).generally; (e) To the best execution, delivery and performance of this Agreement by such Seller and the consummation of the transactions contemplated hereby will not result in a breach or violation by such Seller of, or constitute a default by such Seller under, any judgment, decree, order, governmental permit, license, agreement, indenture, instrument, statute, rule or regulation to which such Seller is a party or by which such Seller is bound, other than any breach, violation or default that would not materially impair the ability of such Seller’s knowledgeSeller to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, there are and no actionsauthorization, suitsapproval or consent, proceedingsexcept such as have been obtained, claims or demands of any kindis required in connection with the execution, pending or threatened (collectively, “Claims”), against or affecting such Seller or the Company that restrain or prohibit (or seek to restrain or prohibit) the consummation delivery and performance by such Seller of this Agreement or the transaction consummation of the transactions contemplated hereby.; (f) Mr. Xxxxxx Xxxxx such Seller has (i) is reviewed the sole record holder Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the Securities and beneficial owner of Exchange Commission (the Xxxxxx Xxxxx Interest“SEC”) on March 18, free 2019, the Company’s Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2019, filed with the SEC on May 6, 2019, and clear of all Liensfor the quarterly period ended June 30, 2019, filed with the SEC on August 5, 2019, the Company’s Current Reports on Form 8-K filed with the SEC after December 31, 2018, and the other publicly available filings made by Company with the SEC, information and reports furnished by Company, other publicly available information regarding Company, and such other information that it and its advisers deem necessary and sufficient to make its decision to enter into this Agreement, (ii) has good made such Seller’s own investigations of Company, its businesses, personnel, operations and marketable title to the Xxxxxx Xxxxx Interestprospects, (iii) has had an opportunity to discuss the full rightCompany’s business, title, power management and authority to validly sell, assign, transfer and convey the Xxxxxx Xxxxx Interest to Buyer, financial affairs with officers of Company and (iv) has not entered into any agreement conducted and completed its own independent due diligence with respect to sell, hypothecate or otherwise dispose of the Xxxxxx Xxxxx Interest to any other Person.transactions contemplated by this Agreement; (g) Joust Group such Seller (i) is has independently made its own analysis and decision to enter into the sole record holder and beneficial owner of the Joust Group Interest, free and clear of all Lienstransactions contemplated by this Agreement, (ii) has good is relying exclusively on its own investment analysis and marketable title to the Joust Group Interest, due diligence (iiiincluding such professional advice as it deems appropriate) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Joust Group Interest to any other Person. (h) The Company is the sole registered, legal and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”), together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the Engines and/or the Parts which are in the Company’s possession or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframetransactions contemplated by this Agreement, the Engines and/or Shares and the Parts business, condition (all financial and otherwise), management, operations, properties and prospects of the foregoing being referred to, collectively, as the “Aircraft”). (i) There are no Liens on or with respect to the Aircraft. (j) The Company is not a party to, or otherwise bound by, any agreement currently in effect, including, without limitation, with respect to the Aircraft, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyer, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the hereby waives any claims against Company is not in breach or default of any of its obligations under any of the Existing Agreements. (k) Each of the Sellers is a party to the Amended and Restated Operating Agreement of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the member’s rights and obligations with respect to the Company. (l) Mr. Xxxxxx Xxxxxsuch investigation, in his capacity as Manager of the Company, consents to the sale of the Xxxxxx Xxxxx Interest analysis and the Joust Group Interest as contemplated by this Agreement, pursuant to Section 5.1.A. of the Company’s Operating Agreement. (m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements. (o) Since its formation, the Company has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraft. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management Agreement: (i) all-risk hull insurance against any loss, theft or damage to the Aircraft (including, without limitation, extended coverage with respect to any Engine or Parts while removed from the Aircraft)investment decision; and (iih) comprehensive aviation liability insurance (includingsuch Seller acknowledges and agrees that Company is relying on such Seller’s representations, without limitationwarranties and agreements herein in proceeding with this Agreement and the transactions contemplated hereby. Without such representations, aircraft passenger warranties and property damage coverage) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverageagreements, which names Buyer Company would not enter into this Agreement and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, the “Additional Insureds”)transactions contemplated hereby.

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each As a material inducement to Buyer to enter into this Agreement, Seller represents hereby makes to Buyer the representations and warrants to Buyer, warranties set forth in this Item 7 as of the date hereof of this Agreement and as of the Effective Time. If the Closing Dateoccurs, then each of the representations and warranties set forth in this Item 7 will be deemed to be re-made by Sellers as follows:of the time of the Effective Time and Closing as an inducement to the Buyer to consummate the closing transactions contemplated by this Agreement. Each of the representations and warranties set forth in this Item 7 shall survive the Effective Time and the Closing of the transactions contemplated hereby for a period of eighteen (18) months from the date of Closing. (a) Joust Group CFC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of MarylandNorth Carolina. Joust Group Seller has the requisite limited liability company full power and authority to carry on the conduct its business in which it is engaged, and to own its assets, to execute, execute and deliver and perform its obligations under this Agreement and the Seller Documents, and to consummate the transaction transactions contemplated hereby. (b) The Company . No filing with or consent of any governmental authority or other person or entity is a limited liability company duly organized, validly existing and required in good standing under connection with the laws consummation by Seller of the State transactions contemplated hereby. All action of Maryland. The Company has Seller or its members and/or managers necessary to authorize the requisite limited liability company power execution, delivery and authority to carry on the business in which it is engaged and to own its assets, including, without limitation, the Aircraft. (c) The execution and delivery by such Seller ofperformance of this Agreement, and the performance by such Seller of its obligations under, this Agreement and any other agreements, statements, certificates, instruments or other documents to be executed and delivered by the Sellers at the Closing pursuant to this Agreement (collectively, the “Seller Documents”) and the consummation by such Seller of the transaction transactions contemplated hereby (i) have hereby, has been or will be duly authorized and approved by all necessary action of such Seller, (ii) do not and will not require any further or additional consent, approval or authorization of such Seller, (iii) do not and will not violate, contravene or conflict with the Articles of Organization or Operating Agreement of Joust Group or the Company or any law, regulation, judgment, order or decree to which such Seller or the Company or any of such Seller’s or the Company’s assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a breach of, or constitute a default under, any contract, instrument, commitment or arrangement to which such Seller or the Company is a party, by which such Seller or the Company is bound or to which any of such Seller’s or the Company’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of such Seller’s or the Company’s assets. (d) taken. This Agreement has been duly executed by Seller and constitutes and each of the other Seller Documents will constitute the legal, valid and binding agreement obligation of such Seller Seller, enforceable against such each Seller in accordance with its terms. (b) With respect to Seller, except as such enforceability may be limited neither the execution, delivery nor performance by bankruptcySeller of this Agreement nor the consummation by Seller of the transactions contemplated hereby or thereby, moratoriumwill (i) conflict with, insolvencyor violate, reorganization Seller’s articles of organization or operating agreement or other similar laws affecting documents relating to corporate governance, (ii) conflict with, violate or limiting give rise to a right of termination under, any agreement, contract or instrument by which Seller is bound or to which Seller or any of its assets or securities are subject (including but not limited to any covenant requiring that Seller obtain the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (e) To the best of such Seller’s knowledge, there are no actions, suits, proceedings, claims or demands consent of any kind, pending or threatened (collectively, “Claims”third party to close the transactions contemplated hereby), against (iii) violate any law, including but not limited to any laws, rules, regulations or affecting such ordinances applicable to Seller or the Company that restrain Assets, (iv) adversely affect any permit, license or prohibit authorization relating to Seller or its Assets, or (v) adversely affect any right, title and interest in and to the Proprietary Rights of Seller or seek the ability of the Buyer to restrain use said Proprietary Rights. No consent, approval or prohibit) other action by any federal, state, provincial, or local governmental authority is required in connection with the execution and delivery by Seller of this Agreement or the consummation by such Seller of the transaction transactions contemplated hereby. (fc) Mr. Xxxxxx Xxxxx (i) Seller is the sole record holder and beneficial owner of and has, and will deliver to Buyer at Closing good and marketable title in and to all of the Xxxxxx Xxxxx InterestAssets (other than the Real Property which is addressed in paragraph 7(d)(i) below), free and clear of all Liens, (ii) has good and marketable title to the Xxxxxx Xxxxx Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Xxxxxx Xxxxx Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Xxxxxx Xxxxx Interest to any other PersonEncumbrances. (g) Joust Group (i) is the sole record holder and beneficial owner of the Joust Group Interest, free and clear of all Liens, (ii) has good and marketable title to the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Joust Group Interest to any other Person. (h) The Company is the sole registered, legal and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”), together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the Engines and/or the Parts which are in the Company’s possession or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframe, the Engines and/or the Parts (all of the foregoing being referred to, collectively, as the “Aircraft”). (i) There are no Liens on or with respect to the Aircraft. (j) The Company is not a party to, or otherwise bound by, any agreement currently in effect, including, without limitation, with respect to the Aircraft, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyer, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the Company is not in breach or default of any of its obligations under any of the Existing Agreements. (k) Each of the Sellers is a party to the Amended and Restated Operating Agreement of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the member’s rights and obligations with respect to the Company. (l) Mr. Xxxxxx Xxxxx, in his capacity as Manager of the Company, consents to the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest as contemplated by this Agreement, pursuant to Section 5.1.A. of the Company’s Operating Agreement. (m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements. (o) Since its formation, the Company has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraft. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management Agreement: (i) all-risk hull insurance against any loss, theft or damage to the Aircraft (including, without limitation, extended coverage with respect to any Engine or Parts while removed from the Aircraft); and (ii) comprehensive aviation liability insurance (including, without limitation, aircraft passenger and property damage coverage) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, the “Additional Insureds”).

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller represents and warrants to Buyer, as of the date hereof and as of the Closing Date, as follows: (a) Joust Group Such Seller is a limited liability company corporation duly organizedincorporated, validly existing and in good standing under the laws of the State jurisdiction of Marylandits incorporation. Joust Group has Except where failure could not be a Material Adverse Event, such Seller (a) is duly qualified to transact business and is in good standing in each jurisdiction where the requisite limited liability company power nature and authority to carry on extent of its business and properties require the business in which it is engaged, to own its assets, to execute, deliver and perform its obligations under this Agreement and the Seller Documentssame, and (b) possesses all requisite authority, power, licenses, approvals, permits, Authorizations, and franchises to consummate use its assets and conduct its business as is now being, or is contemplated herein to be, conducted. Such Seller has obtained all Authorizations of the transaction contemplated herebyFCC and any applicable PUC necessary to conduct its business, and all such Authorizations are in full force and effect, without conditions, except such conditions as are generally applicable to holders of such Authorizations. (b) The Company is a limited liability company duly organizedexecution, validly existing delivery and in good standing under the laws of the State of Maryland. The Company has the requisite limited liability company power and authority to carry on the business in which it is engaged and to own its assets, including, without limitation, the Aircraft. (c) The execution and delivery by such Seller of, and the performance by such Seller of its obligations under, each of this Agreement and any the other agreementsTransaction Documents to which it is a party, statements, certificates, instruments or other documents to be executed and delivered by the Sellers at the Closing pursuant to this Agreement (collectively, the “Seller Documents”) and the consummation transactions contemplated hereby and thereby, including the use of the proceeds of the sales, transfers and assignments of Receivable Assets by such Seller hereunder, are within the powers of the transaction contemplated hereby such Seller, have been duly authorized by all necessary action, do not (i) have been or will be duly authorized and approved by all necessary action contravene the organizational documents of such Seller, (ii) do not and will not require violate any further law, rule, regulation, order, writ, judgment, injunction, decree, determination or additional consent, approval award binding on or authorization affecting such Seller or any of such Seller, its properties or (iii) do not and will not violate, contravene breach or conflict with the Articles of Organization or Operating Agreement of Joust Group or the Company or any law, regulation, judgment, order or decree to which such Seller or the Company or any of such Seller’s or the Company’s assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a breach of, or constitute a default under, or result in the acceleration of (or entitle any contractparty to accelerate) the maturity of any obligation of such Seller under, instrumentor result in or require the creation of any Adverse Claim upon any property of such Seller pursuant to the terms of, commitment any Contract, credit or arrangement to which loan agreement, or any other agreement or instrument (other than any Transaction Document) binding on or affecting such Seller or any of its properties. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the Company due execution, delivery and performance by such Seller of this Agreement or any of the other Transaction Documents to which it is a party, by which such Seller or for the perfection of or the Company is bound exercise by any Indemnified Party of its rights and remedies under this Agreement or such other Transaction Document, except for the filings of the financing statements referred to which any of such Seller’s or the Company’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of such Seller’s or the Company’s assetsSection 2.01(d). (d) This Agreement constitutes and each of other Transaction Document to which such Seller is a party have been duly executed and delivered by such Seller. This Agreement and the other Transaction Documents to which such Seller Documents will constitute is a party are the legal, valid and binding agreement obligations of such Seller Seller, enforceable against such Seller in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and to general equitable principles. (e) There is no pending or, to the knowledge of such Seller, threatened action, suit or proceeding affecting such Seller before any court, governmental agency or arbitrator or other Governmental Authority that, if determined adversely to such Seller, could be a Material Adverse Event or that purports to affect the legality, validity or enforceability of this Agreement or any other Transaction Document to which such Seller is a party. (f) On the date of each sale, transfer, assignment and/or contribution by such Seller of Seller Receivables hereunder, such Seller Receivables constitute Eligible Receivables (except that no representation or warranty is made as to any dispute, offset, counterclaim or defense in respect of such Seller Receivables arising after the date of the sale, transfer, assignment and/or contribution hereunder of such Seller Receivables). Immediately prior to each sale, transfer, assignment and/or contribution by such Seller of any Receivable Assets hereunder, such Seller is the legal and beneficial owner of such Receivable Assets, free and clear of any Adverse Claim. Upon each sale, transfer, assignment and/or contribution by such Seller of each Receivable Asset hereunder, the Buyer shall have a valid and perfected first priority undivided 100% ownership interest in such Receivable Asset free and clear of any Adverse Claim except as created or permitted by this Agreement and the Purchase Agreements. No effective financing statement or other instrument similarly in effect covering any Contract or any Receivable Assets is on file in any recording office, except those filed in favor of the Buyer and the Administrative Agent relating to this Agreement or in favor of the Administrative Agent and relating to the Purchase Agreements. (g) No proceeds of any sale, transfer, assignment and/or contribution by such Seller of any Seller Receivable hereunder will be used to acquire any security in any transaction which is subject to Sections 13 and 14 of the Securities Exchange Act of 1934, as amended, or for any purpose that would violate Regulations T, U or X of the Board of Governors of the Federal Reserve System. (h) Each Monthly Report, Weekly Report and Daily Report (in each case if prepared by such Seller or one of its Affiliates, or to the extent that information contained therein is supplied by such Seller or any Affiliate thereof), and each information, exhibit, financial statement, or other report or document furnished or to be furnished at any time by or on behalf of such Seller to the Buyer or any Managing Agent or any Group Managing Agent or the Administrative Agent or any Owner in connection with this Agreement or either Purchase Agreement, is or will be accurate in all material respects as of its date or as of the date so furnished, and no such report or document contains, or will contain, as of its date of delivery or the date so furnished, any untrue statement of a material fact or omits to state, or will omit to state, as of its date of delivery or the date so furnished, a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. (i) The principal place of business, federal employer's identification number and chief executive office of such Seller and the office where each such Seller keeps its Records concerning the Receivable Assets are located at the address specified for such Seller in Schedule III hereto (or, by notice to the Buyer and the Administrative Agent in accordance with Section 4.01(e), at such other locations in jurisdictions, within the United States, where all actions required by Section 5.04(a) have been taken and completed). (j) The names and addresses of all the Lock-Box Banks, together with the lock-box numbers related to, and the account numbers and owners (any Seller or the Buyer, as the case may be) of the Lock-Box Accounts at such Lock-Box Banks, are specified in Schedule I hereto (or such other Lock-Box Banks and/or such other Lock-Box Accounts as have been notified to the Buyer and the Administrative Agent in accordance with Section 4.02(d)), SUBJECT, HOWEVER, to the provisions of Section 4.01(k). (k) Such Seller has not changed its name during the four-month period prior to the date hereof, and has no tradenames, fictitious names, assumed names or "doing business as" names. (l) The Initial Purchase Price payable to such Seller on the date hereof pursuant to Section 2.02(a) for the Receivable Assets of such Seller outstanding on the date hereof, and the Purchase Price payable on each Settlement Date pursuant to Section 2.02(b) for the Receivable Assets of such Seller created after the date hereof, in each case constitutes fair consideration and approximates fair market value for such Receivable Assets, and the terms and conditions (including, without limitation, such Initial Purchase Price or Purchase Price, as applicable, therefor) of the sale, transfer and assignment of such Receivable Assets pursuant to Sections 2.01 and 2.02 reasonably approximate an arm's-length transaction between unaffiliated parties. No such sale, transfer or assignment has been made for or on account of an antecedent debt owed by such Seller to the Buyer and no such sale, transfer or assignment is or may be voidable or subject to avoidance under any section of the U.S. Bankruptcy Code. (m) Except for instances in which an extension has been granted by the relevant taxing authority, such Seller has filed, or caused to be filed or be included in, all tax reports and returns (federal, state, local and foreign), if any, required to be filed by it and paid, or caused to be paid, all amounts of taxes, including interest and penalties, required to be paid by it, except for such taxes (i) as are being contested in good faith by proper proceedings and (ii) against which adequate reserves shall have been established in accordance with and to the extent required by GAAP, but only so long as the proceedings referred to in clause (i) above could not subject the Administrative Agent or any other Indemnified Party to any civil or criminal penalty or liability or involve any material risk of the loss, sale or forfeiture of any property, rights or interests covered hereunder or under the Purchase Agreements. (n) [Intentionally Omitted] (o) Each purchase or other acquisition of Receivable Assets hereunder will constitute (i) a "current transaction" within the meaning of Section 3(a)(3) of the Securities Act of 1933, as amended, and (ii) a purchase or other acquisition of notes, drafts, acceptances, open accounts receivable or other obligations representing part or all of the sales price of merchandise, insurance or services within the meaning of Section 3(c)(5) of the Investment Company Act of 1940, as amended. (p) Such Seller has fulfilled its obligations under the minimum funding standards of ERISA and the Code with respect to any Plan subject to such funding standards, and is in compliance in all material respects with the presently applicable provisions of ERISA and the Code, and has not incurred any liability to the PBGC or a Plan under Title IV of ERISA other than a liability to the PBGC for premiums under Section 407 of ERISA. (q) Such Seller has not sold, assigned, transferred, pledged or hypothecated any interest in any Receivable Assets with respect thereto to any Person other than as contemplated by this Agreement. (r) Such Seller has complied with the Credit and Collection Policy in all material respects and since the date of this Agreement there has been no change in the Credit and Collection Policy except as permitted hereunder. (s) No event has occurred which could be a Material Adverse Event. (t) Such Seller has not extended or modified the terms of any Seller Receivable or the Contract under which any such Seller Receivable arose, except in accordance with the Credit and Collection Policy. (u) Except under the Collection Notices, such Seller has not granted any Person dominion or control of any Lock-Box Account, or the right to take dominion or control over any Lock-Box Account at a future time or upon the occurrence of a future event; PROVIDED, HOWEVER, that this subsection (u) shall not be effective until, and it shall be effective at all times after, the end of the 45 days referred to in Section 4.01(k). (v) Each Seller Receivable sold or otherwise transferred hereunder by such Seller is effective to create, and has created, a legal, valid and binding obligation of the related Obligor to pay the Outstanding Balance of such Seller Receivable created thereunder and any accrued interest thereon, enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting relating to or limiting the enforcement of creditors’ ' rights generally or and by general principles of equity (regardless of whether such enforceability enforcement is considered sought in a proceeding in equity or at law or in equitylaw). (ew) To Such Seller is neither a "holding company" nor a "subsidiary holding company" of a "holding company" within the best of such Seller’s knowledge, there are no actions, suits, proceedings, claims or demands of any kind, pending or threatened (collectively, “Claims”), against or affecting such Seller or the Company that restrain or prohibit (or seek to restrain or prohibit) the consummation by such Seller meaning of the transaction contemplated herebyPublic Utility Holding Company Act of 1935, as amended, or any successor statute. Such Seller is not an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or any successor statute. (f) Mr. Xxxxxx Xxxxx (i) is the sole record holder and beneficial owner of the Xxxxxx Xxxxx Interest, free and clear of all Liens, (ii) has good and marketable title to the Xxxxxx Xxxxx Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Xxxxxx Xxxxx Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Xxxxxx Xxxxx Interest to any other Person. (g) Joust Group (i) is the sole record holder and beneficial owner of the Joust Group Interest, free and clear of all Liens, (ii) has good and marketable title to the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Joust Group Interest to any other Person. (h) The Company is the sole registered, legal and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”), together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the Engines and/or the Parts which are in the Company’s possession or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframe, the Engines and/or the Parts (all of the foregoing being referred to, collectively, as the “Aircraft”). (i) There are no Liens on or with respect to the Aircraft. (j) The Company is not a party to, or otherwise bound by, any agreement currently in effect, including, without limitation, with respect to the Aircraft, except for (i) the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyer, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the Company is not in breach or default of any of its obligations under any of the Existing Agreements. (kx) Each of the Sellers is a party to the Amended and Restated Operating Agreement of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the member’s rights and obligations with respect to the CompanySolvent. (l) Mr. Xxxxxx Xxxxx, in his capacity as Manager of the Company, consents to the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest as contemplated by this Agreement, pursuant to Section 5.1.A. of the Company’s Operating Agreement. (m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements. (o) Since its formation, the Company has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraft. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management Agreement: (i) all-risk hull insurance against any loss, theft or damage to the Aircraft (including, without limitation, extended coverage with respect to any Engine or Parts while removed from the Aircraft); and (ii) comprehensive aviation liability insurance (including, without limitation, aircraft passenger and property damage coverage) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, the “Additional Insureds”).

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller represents and warrants to Buyer, as of the date hereof and as of the Closing Date, Purchaser as follows: (a) Joust Group Seller is a limited liability company corporation duly organized, organized and validly existing and in good standing under the laws of the State of MarylandNew York, and is duly qualified to do business in New York. Joust Group Seller has the requisite limited liability company full power and authority to carry on the business in which it is engaged, to own its assetsproperties and to conduct its businesses as now carried on, and to execute, deliver carry out and perform its undertakings and obligations under this Agreement and the Seller Documents, and to consummate the transaction contemplated hereby. (b) The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Marylandas provided herein. The Company has the requisite limited liability company power and authority to carry on the business in which it is engaged and to own its assets, including, without limitation, the Aircraft. (c) The execution and delivery by such Seller of, and the performance by such Seller of its obligations under, this Agreement and any other agreements, statements, certificates, instruments or other documents to be executed and delivered by the Sellers at the Closing pursuant to this Agreement (collectively, the “Seller Documents”) agreement and the consummation by such Seller of the transaction transactions contemplated hereby (i) herein have been or will be duly authorized by the Board of Directors and approved by all necessary action Shareholder of such Seller and will not conflict with or breach any provision of the Certificates of Incorporation or Bylaws of Seller, (ii) and do not and will not require any further or additional consent, approval or authorization of such Seller, (iii) do not and will not violate, contravene or conflict with the Articles of Organization or Operating Agreement of Joust Group or the Company or any law, regulation, judgment, order or decree to which such Seller or the Company or any of such Seller’s or the Company’s assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a any breach of any condition or provision of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon the Assets by reason of the provisions of any contract, instrumentlien, commitment lease, agreement, instrument or arrangement judgment to which such Seller or the Company is a party, by or which such are or purport to be binding upon Seller or which affect or purport to affect the Company Assets. No further action or approval, corporate or otherwise, is bound or required in order to which any constitute this agreement the binding and enforceable obligation of such Seller’s or the Company’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of such Seller’s or the Company’s assets. (db) This Agreement constitutes and each of the other Seller Documents will constitute the legalNo action, valid and binding agreement of such Seller enforceable against such Seller in accordance with its termsapproval, except as such enforceability may be limited by bankruptcyconsent or authorization, moratoriumincluding without limitation any action, insolvencyapproval, reorganization consent or other similar laws affecting or limiting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (e) To the best of such Seller’s knowledge, there are no actions, suits, proceedings, claims or demands authorization of any kindgovernmental or quasi-governmental agency, pending commission, board, bureau or threatened (collectivelyinstrumentality, “Claims”), against or affecting such is necessary for Seller to constitute this agreement the binding and enforceable obligation of Seller or to consummate the Company that restrain or prohibit (or seek to restrain or prohibit) the consummation by such Seller of the transaction transactions contemplated hereby. (fc) Mr. Xxxxxx Xxxxx (i) Seller is the sole record holder and beneficial owner of the Xxxxxx Xxxxx Interest, free and clear of all Liens, (ii) has good and marketable title to the Xxxxxx Xxxxx InterestAssets, (iii) has the full rightfree of all liens, titleclaims and encumbrances, power and authority to validly sell, assign, transfer and convey the Xxxxxx Xxxxx Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Xxxxxx Xxxxx Interest to any other Personexcept as set forth herein. (g) Joust Group (i) is the sole record holder and beneficial owner of the Joust Group Interest, free and clear of all Liens, (ii) has good and marketable title to the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Joust Group Interest to any other Person. (h) The Company is the sole registered, legal and beneficial owner of, and has good and marketable title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 and FAA Registration Number N909PM (the “Airframe”), together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343, P101346 and P101344 installed thereon (collectively, the “Engines”), (B) all components, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and other equipment or property installed thereon, incorporated therein, attached thereto or temporarily removed therefrom to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and other records and data related to the Airframe, the Engines and/or the Parts which are in the Company’s possession or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframe, the Engines and/or the Parts (all of the foregoing being referred to, collectively, as the “Aircraft”). (id) There are no Liens on violations, potential claims of violations or with respect questions of irregularity regarding any law or governmental rule or regulation pending or, to the Aircraftbest of Seller's knowledge, threatened against Seller, or the Assets. Seller has complied with all laws and governmental rules and regulations applicable to the businesses or the Assets. Seller has duly notified all insurance carriers or third party payers of any suspected or known claims or potential claims which may be asserted against Seller or the Assets. (je) The Company is not There are no judgments, liens, suits, actions or proceedings pending or, to the best of Seller's knowledge, threatened against Seller, or the Assets. Neither Seller nor the Assets are a party to, subject to or otherwise bound by, by any agreement currently or any judgment or decree of any court, governmental body or arbitrator which would conflict with or be breached by the execution, delivery or performance of this agreement, or which could prevent the carrying out of the transactions provided for in effectthis agreement, includingor which could prevent the use by Purchaser of the Assets or adversely affect the conduct of the businesses by Purchaser. (f) Seller has not entered into, without limitationand the Assets are not subject to, with respect to the Aircraft, except for any: (i) written contract or agreement for the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between employment of any employee of the Company and Dassault Falcon Jet Corp., business; (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) by and among the Company, Joust Capital III, LLC and Buyer, and contract with any labor union or guild; (iii) the Interchange Agreements each dated as of July 22pension, 2011 by and between the Companyprofit-sharing, on the one handretirement, and each of Joust Capital IIbonus, LLC and Xxxxxxx Corporationinsurance, on the other hand (collectively, the “Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the Company is not in breach or default of any of its obligations under any of the Existing Agreements. (k) Each of the Sellers is a party to the Amended and Restated Operating Agreement of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the member’s rights and obligations with respect to the Company. (l) Mr. Xxxxxx Xxxxx, in his capacity as Manager of the Company, consents to the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest as contemplated by this Agreement, pursuant to Section 5.1.A. of the Company’s Operating Agreement. (m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing Agreements. (o) Since its formation, the Company has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraft. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management Agreement: (i) all-risk hull insurance against any loss, theft or damage to the Aircraft (including, without limitation, extended coverage similar plan with respect to any Engine or Parts while removed from employee of the Aircraft)business; and (ii) comprehensive aviation liability insurance (including, without limitation, aircraft passenger and property damage coverage) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, the “Additional Insureds”).or

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller Seller, severally and not jointly, represents and warrants to Buyer, as of the date hereof and as of the Closing Date, Purchaser as follows: (a) Joust Group is a limited liability company This Agreement has been duly organized, validly existing executed and in good standing under the laws of the State of Maryland. Joust Group has the requisite limited liability company power and authority to carry on the business in which it is engaged, to own its assets, to execute, deliver and perform its obligations under this Agreement and the Seller Documents, and to consummate the transaction contemplated herebydelivered by such Seller. (b) The Company is a limited liability company duly organizedAssuming due execution and delivery of this Agreement by Purchaser, validly existing this Agreement constitutes the legal, valid and binding obligation of such Seller, enforceable against it in good standing under the laws of the State of Maryland. The Company has the requisite limited liability company power and authority to carry on the business in which it is engaged and to own accordance with its assets, including, without limitation, the Aircraftterms. (c) The execution Such Seller has the full legal capacity and delivery by such Seller of, authority to execute and the performance by such Seller of its obligations under, deliver this Agreement and perform its obligations hereunder. (d) No consent, approval, authorization or filing with any other agreements, statements, certificates, instruments persons or other documents to be executed and delivered by the Sellers at the Closing pursuant to entities on such Seller's part was or is required in connection with such Seller's execution or delivery of this Agreement (collectively, the “Seller Documents”) and or the consummation by such Seller of the transaction transactions contemplated hereby (i) hereby, except for such consents as have been obtained or will be duly authorized and approved by all necessary action of would not have a material adverse effect on such Seller, (ii) do not and will not require 's obligations hereunder or any further or additional such consent, approval approval, authorization or authorization of such Seller, (iii) do not and will not violate, contravene filing under the Shareholders' Agreement or conflict with the Articles of Organization or Operating Agreement of Joust Group or from the Company or any law, regulation, judgment, order or decree its affiliates as to which such Seller makes no representation. (e) Neither the execution or delivery of this Agreement nor the Company consummation of the transactions contemplated hereby will (i) in the case of the Trust, conflict with or result in any breach of such Seller’s or any provision of the Company’s assets are subject, (iv) do not and will not require trust agreement of the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing withTrust, or any notice to, any Person (beyond that which has already been obtained), (vii) do not and will not result in a violation or breach of, or constitute a default under, any contract, instrument, commitment or arrangement material agreement to which such Seller or the Company is a party, by which such Seller or the Company is bound or to which any of such Seller’s or the Company’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of such Seller’s or the Company’s assets. (d) This Agreement constitutes and each of the other Seller Documents will constitute the legal, valid and binding agreement of such Seller enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (e) To the best of such Seller’s knowledge, there are no actions, suits, proceedings, claims or demands of any kind, pending or threatened (collectively, “Claims”), against or affecting such Seller or the Company that restrain or prohibit (or seek to restrain or prohibit) the consummation by such Seller of the transaction contemplated hereby. (f) Mr. Xxxxxx Xxxxx (i) is Immediately prior to the transactions contemplated hereby, such Seller was the sole record holder and beneficial owner of the Xxxxxx Xxxxx Interest, free and clear of all Liens, (ii) has good and marketable title to the Xxxxxx Xxxxx Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Xxxxxx Xxxxx Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Xxxxxx Xxxxx Interest to any other Person. (g) Joust Group (i) is the sole record holder and beneficial owner of the Joust Group Interest, free and clear of all Liens, (ii) has good and marketable title to the Joust Group Interest, (iii) has the full right, title, power and authority to validly sell, assign, transfer and convey the Joust Group Interest to Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the Joust Group Interest to any other Person. (h) The Company is the sole registered, legal and beneficial owner of, and has good and marketable valid title to, that certain Dassault Falcon 900B aircraft bearing Manufacturer’s Serial Number 176 the Shares set forth opposite such Seller's name on Schedule I hereto; and FAA Registration Number N909PM (the “Airframe”)such Shares were owned by such Seller at such time free and clear of any and all liens, together with (A) three (3) Xxxxxxx Model TFE731-5BR-1C engines bearing Manufacturer’s Serial Numbers P101343pledges, P101346 and P101344 installed thereon (collectivelycharges, the “Engines”)agreements, (B) all componentsoptions, accessories, avionics, appliances, furnishings, software, appurtenances, parts, loose equipment, and security interests or other equipment encumbrances or property installed thereon, incorporated therein, attached thereto claims of any kind whatsoever consented to or temporarily removed therefrom to which the Company has title (collectively, the “Parts”), (C) all maintenance, flight and technical logs, records, manuals, checklists, catalogs, diagrams, minimum equipment lists, and created by such Seller other records and data related to the Airframe, the Engines and/or the Parts which are in the Company’s possession or control (collectively, the “Aircraft Records”), and (D) all warranties (express or implied), service policies or product agreements with or from manufacturers, service providers or suppliers which are still in effect with respect to the Airframe, the Engines and/or the Parts (all of the foregoing being referred to, collectively, as the “Aircraft”). (i) There are no Liens on or with respect to the Aircraft. (j) The Company is not a party to, or otherwise bound by, any agreement currently in effect, including, without limitationthan, with respect to Uhlenhop, those set forth in the Aircraft, except for Pledge and Security Agreement which will be terminated effective as of the Closing pursuant to Section 5.3 below. (ig) The Shares being sold by such Seller hereunder constitutes all of the Falcon 900B Aircraft Purchase Agreement Number 000-00-00000 dated May 29, 1998 by and between shares of common stock of the Company and Dassault Falcon Jet Corp., (ii) the Management Agreement dated as of July 22, 2011 (the “Management Agreement”) beneficially owned by and among the Company, Joust Capital III, LLC and Buyer, and (iii) the Interchange Agreements each dated as of July 22, 2011 by and between the Company, on the one hand, and each of Joust Capital II, LLC and Xxxxxxx Corporation, on the other hand (collectively, the “Existing Agreements”). Each of the Existing Agreements is in full force and effect, and the Company is not in breach such Seller or default of any of its obligations under any respective affiliates, other than, in the case of the Existing Agreements. (k) Each of the Sellers is a party Uhlenhop, employee stock options granted to the Amended and Restated Operating Agreement of the Company, dated as of February 27, 2007 (the “Company’s Operating Agreement”). The Company’s Operating Agreement is in full force and effect and has not been amended, modified or terminated since February 27, 2007. Neither of the Sellers is a party to any other agreement currently in effect relating to the operation or management of the Company or the member’s rights and obligations with respect to Uhlenhop by the Company. (lh) Mr. Xxxxxx XxxxxSuch Seller is an "accredited investor" (as that term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended) and by reason of its business and financial experience, it has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks of, and protecting its own interests in connection with, the proposed sale of its Shares hereunder. Such Seller is fully satisfied with the Trust Purchase Price, in his capacity as Manager the case of the CompanyTrust, consents or the Uhlenhop Purchase Price, in the case of Uhlenhop, and such applicable purchase price is all that such Seller is or will be entitled to the sale of the Xxxxxx Xxxxx Interest and the Joust Group Interest as contemplated by this Agreement, pursuant to Section 5.1.A. of the Company’s Operating Agreement. (m) Each of the Sellers consents to Buyer becoming a member of the Company at the Closing. (n) Since its formation, the Company has not engaged in or operated any business or otherwise engaged in or undertaken any activities except receive for the acquisition, ownership, management and operation of the Aircraft, the entry into agreements in connection therewith that are no longer in force or effect, and the entry into the Existing AgreementsShares if is selling hereunder. (o) Since its formation, the Company has been and is currently in compliance with all applicable laws and regulations, including, without limitation, all laws and regulations relating to the ownership, management and operation of the Aircraft. (p) The Company has no obligations or liabilities except for its obligations and liabilities under the Existing Agreements. (q) The Company maintains the following insurance coverage with respect to the Aircraft in compliance with Section 13 of the Management Agreement: (i) all-risk hull insurance against any loss, theft or damage to the Aircraft (including, without limitation, extended coverage with respect to any Engine or Parts while removed from the Aircraft); and (ii) comprehensive aviation liability insurance (including, without limitation, aircraft passenger and property damage coverage) in an amount equal to Five Hundred Million Dollars ($500,000,000) single limit liability coverage, which names Buyer and Xxxxxxx Corporation and their respective subsidiaries and related companies, directors, officers, agents and employees as additional insureds (collectively, the “Additional Insureds”).