Support Pool. Until any end products incorporating the Goods are no longer in regular production and there are fewer than five (5) end products in operation, Seller shall, in addition to the Stock, maintain a pool of Goods to support: aircraft on ground (“AOG”), warranty obligations, supply of Exchange Goods (as defined below) and sparing (collectively “Support Pool”). The Support Pool shall be held in such locations as Buyer may from time to time direct. Title to the Goods which are in the Support Pool shall remain with Seller. The quantity in the Support Pool shall be as set forth in Attachment A. Seller shall be responsible for tracking the location, and upgrading the configuration, of Goods in the Support Pool. Upon removal of a Good from the Support Pool, Seller, at the earliest practicable time, shall (i) inform Buyer of the stock remaining in the Support Pool; (ii) replenish the Support Pool and in all cases, within the time period set forth in Attachment A (“Support Pool Replenishment Period”); and (iii) inform Buyer of Support Pool replenishment. Repaired Goods may be placed in the Support Pool. If the Support Pool proves insufficient to satisfy Buyer’s requirements, Buyer may require Seller to increase the Support Pool. The Support Pool increase in quantity shall be at Seller’s expense and shall not be considered a change under the terms of the Agreement.
Support Pool. Without limiting anything to the contrary contained herein, during the Interim Period, Acquiror shall be entitled to issue in one or more private placements (each a “Pool Offering”) to investors mutually reasonably acceptable to Acquiror and the Company (each a “Pool Investor”) Class A Ordinary Shares and/or any combination of Preference Shares convertible into Class A Ordinary Shares or warrants, options or rights that are exercisable for Class A Ordinary Shares (“Pool Securities”) all in an aggregate amount equal on a fully-diluted basis to one million (1,000,000) Class A Ordinary Shares (the “Pool Shares”) for purposes that are mutually reasonably acceptable to Acquiror and the Company and pursuant to subscription agreements and other related private placement documents in form and substance mutually reasonably acceptable to Acquiror and the Company (“Pool Subscription Documents”). The Pool Subscription Documents may provide that the Pool Securities offered pursuant thereto may be issued before, at or after the Closing as may be mutually reasonably acceptable to Acquiror and the Company. The Acquiror and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such Pool Offerings and use their respective reasonable efforts to cause such Pool Subscription Documents to be executed and the transactions contemplated thereby to occur (including having the Company’s senior management participate in any Pool Investor meetings and roadshows as reasonably requested by the Acquiror). The Acquiror will deliver to the Company true, correct and complete copies of all Pool Subscription Documents entered into by the Acquiror and any other Contracts between the Acquiror and Pool Investors that could affect the obligation of such Pool Investors to contribute to the Acquiror their applicable portion of the aggregate gross proceeds of the Pool Offering as set forth in the Pool Subscription Documents of such Pool Investor.
