Common use of Purchaser’s Conditions Precedent Clause in Contracts

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

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

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

Purchaser’s Conditions Precedent. 5.1.1 16.1 The obligations obligation of the Purchaser under this Agreement are to consummate the Sale on the Closing Date shall be subject to the prior completion of the following conditions precedent (the “Purchaser’s Conditions Precedent”) being fulfilled to the satisfaction of, or waived in writing by, the Purchaserconditions: (a) the representations and warranties on the part of the Seller Vendor contained in this Agreement or in any Vendor Documents will have been true and correct as of the date of this Agreement and shall be true and accurate correct as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of such Closing Date, save and except in any case which would not have a material adverse effect on the Delivery Date as if made and repeated on and as business or financial condition of the Delivery Date with reference to the facts and circumstances existing as of the Delivery DatePurchaser; (b) no Total Loss the Vendor will have performed, fulfilled or complied with, in all material respects, all of its obligations, covenants and agreements contained in this Agreement and in any Vendor Documents to be fulfilled or complied with by the Aircraft shall have occurredVendor at or prior to the Closing Date; (c) the Transaction Vendor will deliver or cause to be delivered to the Purchaser the closing documents as set forth in Section 18.1 in a form satisfactory to the Purchaser acting reasonably; (d) all proceedings to be taken in connection with the transactions contemplated in this Agreement and any Vendor Documents shall will be satisfactory in form and substance to the Purchaser, acting reasonably, and the Purchaser will have received copies of all instruments and other evidence as it may reasonably request in order to establish the consummation or closing of such transactions and the taking of all necessary proceedings in connection therewith; (e) this Agreement, the Vendor Documents and all other documents necessary or reasonably required to consummate the Sale, all in form and substance reasonably satisfactory to the Purchaser, will have been executed and delivered by the parties thereto (other than to the Purchaser); (d) [Intentionally left blank]; (e) evidence of the issue of each approval, license and consent which may be required in connection with the performance by the Seller of all its obligations under the Transaction Documents; (f) the Seller shall have made the Aircraft available for Delivery at the Delivery Location Purchaser completing and being reasonably satisfied with its due diligence on the Delivery Date,Assets; and (g) on the Delivery Date the Aircraft shall be in construction configuration and conform in all material respects to the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4; (h) the Aircraft has been duly certified by the FAA as to type and has a current, valid FAA airworthiness certificate; (i) at the time of Delivery, Daugherty, Fowler, Peregrin, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, special FAA counsel to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to the effect that (i) the FAA ▇▇▇▇ of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAA; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention; (j) no legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby; If any of the Purchaser’s Conditions Precedent remain outstanding receipt of a favorable title opinion in respect of the Claims and Water Rights on the Termination Date and are not waived or deferred in writing by the Purchaser, the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by notice, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 of this Agreement to the PurchaserClosing Date.

Purchaser’s Conditions Precedent. 5.1.1 The obligations of the Purchaser under this Agreement are subject to the following conditions precedent (the “Purchaser’s Conditions Precedent”) being fulfilled to the satisfaction of, or waived in writing by, the Purchaser: (a) the The representations and warranties on the part of the Seller contained given by Sellers to Purchaser under Section 8.1 in this Agreement shall be true and accurate correct on the date thereof and at and as of the Delivery Date Closing Date, as if made and repeated on at and as of the Delivery Date with reference to the facts and circumstances existing as of the Delivery Dateeach such dates; (b) no Total Loss There shall not be: (i) any Order of any nature issued by a Governmental Authority with competent jurisdiction directing that the Transaction or any aspect of it not be consummated as herein provided; or (ii) any Proceeding pending wherein an unfavorable Order would prevent the performance of this Agreement or the consummation of the Aircraft Transaction, declare unlawful the Transaction or cause the Transaction to be rescinded, whereby the Parties agree that merger control proceedings shall be governed by Sections 4.1, 4.2(c) and 4.7 and shall not be included in the Proceedings under this Section 4.2(b); (c) There shall not be any Order of a merger control authority of any nature with competent jurisdiction directing that the Transaction is unlawful or may not be consummated (provided that Purchaser’s obligations set forth in Section 4.7(c) shall not be affected hereby); (d) The Due Diligence Review shall have been completed to Purchaser’s satisfaction and no Material Adverse Change, including by way of a violation of Sellers’ Warranties, shall have occurred or become known to the Sellers or Purchaser prior and up to the Closing Date; (e) Sellers shall have established the US Company in the legal form of a Delaware limited liability company and ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ shall have transferred its business and assets to the US Company by way of a transfer agreement substantially in the form of Schedule 4.2(e)(i)(“US Asset Transfer Agreement”). Sellers and Parent Guarantor shall have executed documentation required for the transfer of a 40% share in the capital of the US Company by the Sellers to Parent Guarantor substantially in the form of Schedule 4.2(e)(ii) (“US Transfer Documentation”) and an operating agreement with respect to the Parties’ shareholdings in the US Company substantially in the form attached as Schedule 4.2(e)(iii) (“Operating Agreement”). (f) Sellers shall have procured that Dorpak shall have sold and transferred its business property (consisting of land and buildings) to the Sellers or Sellers’ designee on terms as set out in Schedule 4.2(f) which terms shall not adversely affect the Business; (g) The Target Group Companies and Sellers (or their respective Affiliates) shall have executed a lease agreement regarding the lease of real estate and buildings used by Dorpak which lease shall extend over a five (5) year term as of the Closing Date. The financial terms of such lease agreement shall be substantially similar to the terms on which such real estate is presently used by Dorpak to the signing of this Agreement, and such lease shall be substantially in the form attached hereto as Schedule 4.2(g) (the “Dorpak Lease”); (h) Transfer of 50% stake in WH Russia to WPG shall have occurred; (ci) Each of the Transaction Documents real property leases between a Target Group Company and an Affiliate of Sellers shall have been executed amended so as to, (i) extend the terms of such leases for an initial five year term to commence on the Closing Date on the same general terms as are currently in effect with the possibility of two five year renewal terms at rental rates reflecting a two percent per year escalation clause and delivered by (ii) to exclude from such leases any right of the parties thereto (other than lessor to terminate such leases prior to the Purchaser)end of their respective terms; (dj) [Intentionally left blank]Haus + Co Projektmanagement GmbH and WPG shall have entered into the Transition Services Agreement replacing the current services agreement between such parties; (ek) evidence All intercompany agreements between a Target Group Company, on one hand, and Sellers or an Affiliate of Sellers, on the issue of each approvalother hand, license and consent which may be required in connection shall have been terminated, with the performance by the Seller exception of all its obligations under the Transaction DocumentsSellers’ Surviving Relationships; (fl) Transfer of all of the Seller issued and outstanding shares of Sleeve Pack Kft., as described in the recitals to this Agreement, shall have made the Aircraft available for Delivery at the Delivery Location on the Delivery Date, (g) on the Delivery Date the Aircraft shall be in construction configuration and conform in all material respects to the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4occurred; (hm) Transfer of all of the Aircraft has been duly certified by the FAA as to type issued and has a current, valid FAA airworthiness certificate; (i) at the time outstanding shares of Delivery, Daugherty, Fowler, Peregrin, ▇▇▇▇▇▇▇▇▇▇▇▇ & Corporation, as described in the recitals to this Agreement, shall have occurred; (n) All Intercompany Debt shall have been settled, not taking into account the Shareholder Loans which shall be settled pursuant to Section 3.5(a) and the Si- lent Partnership Compensation Claims which shall be settled pursuant to Section 3.5(b). (o) Transfer of all shares in WH Hellas held by ▇. ▇▇▇▇▇▇, special FAA counsel to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to the effect that (i) the FAA ▇▇▇▇▇▇ of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAA; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention; (j) no legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor transferred to WPG; and (p) Arrangements shall any order, judgment or decree have been issued or proposed made to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent make the consummation of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby; If any of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are not waived or deferred in writing by the Purchaser, the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by notice, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 of this Agreement to the PurchaserClosing Debt Payments.

Purchaser’s Conditions Precedent. 5.1.1 The obligations of Purchaser's obligation to close the Purchaser under transaction provided for in this Agreement are shall be subject to the following conditions precedent (the “Purchaser’s Conditions Precedent”) being fulfilled to the satisfaction of, or waived in writing by, the Purchaserclosing: (a) Purchaser shall have until September 15, 1999 (the "INSPECTION PERIOD") to examine the Licenses, the Plans and the Studies and to decide whether they are satisfactory to Purchaser and to make such physical, zoning, land use, environmental, and other examinations, inspections and investigations of the Property or the use or operation thereof which Purchaser, in Purchaser's sole discretion, may determine to make, subject, however, to the provisions of Section 19 below. In the event Purchaser is not satisfied with any of the foregoing, in Purchaser's sole and absolute discretion, Purchaser may cancel this transaction as hereinafter provided. (b) Purchaser shall have until the expiration of the Inspection Period to make a physical inspection of the Property by architects, engineers and/or environmental specialists of Purchaser's choice, for the purpose of determining the condition and suitability of the Property, subject, however, to the provisions of Section 19 below. In the event that, based upon such inspection, Purchaser is not satisfied with the condition of the Property, in Purchaser's sole discretion, Purchaser may cancel this transaction as hereinafter provided. (c) Purchaser shall have a period of ninety (90) days following the date of this Agreement by both parties to obtain all appropriate final, non-appealable land use, zoning, environmental, and other governmental and utility approvals (collectively, the "APPROVALS"), whether by ordinance, variance, amendment, special use and/or otherwise, including, without limitation, any necessary amendments to the P.U.D. and the applicable comprehensive plan necessary to permit the operation and marketing of the Property as a timeshare, interval ownership or vacation club. Purchaser agrees to proceed diligently to obtain the Approvals, at Purchaser's expense, and Seller agrees to reasonably cooperate in that regard, including, without limitation, executing applications or other governmental submissions as the owner of the Property, provided, however, that said cooperation shall not require Seller to post any bonds and/or other financial assurances with any governmental authorities or incur any liability, cost or expense with regard to such cooperation. If Purchaser has not obtained the Approvals within the ninety (90) day period, Purchaser shall have the right to extend the said period for an additional thirty (30) day period, by giving Seller notice to such effect at any time prior to the expiration of the ninety (90) day period, together with notice from Purchaser's local counsel (if Purchaser is using local counsel, or if not, then the certification shall come from Purchaser directly) that the application for the Approvals is proceeding. Subsequent to the initial thirty (30) day extension period, Purchaser shall have the right to extend the time period for obtaining the Approvals for two additional thirty (30) day periods (i.e., the maximum period for Purchaser to obtain the Approvals shall be 180 days - the initial 90 day period and the three 30 day extension periods), in each case, Purchaser to exercise the right to extend the period by giving Seller notice, at any time prior to the expiration of the then applicable period, to such effect, together with notice from Purchaser's local counsel (if Purchaser is using local counsel, or if not, then the certification shall come from Purchaser directly) that the application for the Approvals is proceeding. In the event that Purchaser has not timely obtained the Approvals, Purchaser may cancel this transaction as hereinafter provided. In order for Seller to keep abreast of the status of the application for the Approvals, Purchaser hereby authorizes Seller to make direct inquiries of Purchaser's local counsel from time to time, and Purchaser shall authorize Purchaser's local counsel to communicate directly with Seller and/or Seller's counsel in this regard. (d) At all times during the term of this Agreement and as of closing, all of the representations and warranties on the part of the by Seller contained in this Agreement shall be true and accurate on correct in all material respects. In the event any of the foregoing conditions precedent are not fulfilled as of closing (or earlier date if specified otherwise), then Purchaser shall have the option of either: (i) waiving the condition and closing "as is", without reduction in the Purchase Price or claim against Seller therefor, or (ii) canceling this Agreement by written notice to Seller given by closing (or earlier date if specified otherwise), in which event the Escrow Agent shall return the Deposit(s) and all interest thereon to Purchaser, whereupon both parties shall be released from all further obligations under this Agreement, except those obligations which are specifically stated to survive termination or closing of this transaction. In the event Purchaser timely elects to cancel this Agreement, and as consideration for Seller granting Purchaser the investigation and inspection condition precedent therein, Purchaser shall deliver to Seller within ten (10) days following any notice of the Delivery Date as if made and repeated on and as cancellation, a copy of the Delivery Date with reference to the facts and circumstances existing as of the Delivery Date; (b) no Total Loss of the Aircraft shall have occurred; (c) the Transaction Documents shall have been executed and delivered all written studies or reports obtained by the or prepared for Purchaser by third parties thereto (other than the Purchaser); (d) [Intentionally left blank]; (e) evidence of the issue of each approval, license and consent which may be required in connection with the performance by the Seller Inspection Period, without warranty or representation of all its obligations under the Transaction Documents; (f) the Seller shall have made the Aircraft available for Delivery at the Delivery Location any kind whatsoever on the Delivery Date, (g) on the Delivery Date the Aircraft shall be in construction configuration and conform in all material respects part of Purchaser as to the Delivery Conditions except as otherwise set forth content, accuracy or completeness thereof, and, in writing in accordance with Clause 3.4; (h) the Aircraft has been duly certified by the FAA as to type and has a currentaddition, valid FAA airworthiness certificate; (i) at the time of Delivery, Daugherty, Fowler, Peregrin, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, special FAA counsel to Purchaser, Purchaser shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed return any materials delivered to Purchaser to the effect that (i) the FAA ▇▇▇▇ of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAA; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention; (j) no legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby; If any of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are not waived or deferred in writing by the Purchaser, the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by notice, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 of this Agreement to the Purchaserunder paragraph 6 above.

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

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

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

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

Purchaser’s Conditions Precedent. 5.1.1 The obligations of the Purchaser is not obligated to perform under this Agreement are subject to Contract unless all of the following conditions precedent are satisfied (the “Purchaser’s Conditions Precedent”) being fulfilled to the satisfaction of, or waived in writing by, by Purchaser) and are otherwise true and correct as of the PurchaserClosing Date: (a) the All of Seller’s representations and warranties on the part of the Seller contained in this Agreement shall be are true and accurate on and as of the Delivery Date as if made and repeated on and as of the Delivery Date with reference to the facts and circumstances existing as of the Delivery Date;correct in all material respects. (b) no Total Loss Seller has performed all of the Aircraft shall have occurred;its covenants, agreements, and obligations under this Contract in all material respects and is otherwise not in default. (c) From and after the Transaction Documents shall have been executed and delivered by the parties thereto (other than the Purchaser); (d) [Intentionally left blank]; (e) evidence expiration of the issue Review Period, there has been no material adverse change in the physical or environmental condition of each approvalthe Property, license in the matters reflected in the Title Commitment, the Survey, the rent roll or the operating statements delivered to, or reviewed by, Purchaser hereunder since the date of delivery, approval or review, as applicable, of such items, except to reflect those items approved or otherwise created in writing by Purchaser; provided, however, changes in the physical or environmental condition of the Property resulting from casualty shall be governed by Sections 11.01 and consent which may be required in connection with 11.02 of the performance by this Contract. Notwithstanding the Seller generality of all its obligations under the Transaction Documents; (f) the foregoing, Seller shall use reasonable efforts to satisfy all of the foregoing conditions precedent. If Seller is unable to satisfy all of the foregoing conditions precedent, Purchaser may waive one or more conditions precedent, extend the Closing Date for up to an additional fifteen (15) days to permit satisfaction of the applicable conditions precedent or terminate this Contract, in any such event by written notice to Seller. If Purchaser elects to close, Purchaser will be deemed to have made the Aircraft available for Delivery waived any conditions actually known by Purchaser to be unsatisfied at the Delivery Location on Closing. If Purchaser elects to terminate, the Delivery Date, (g) on the Delivery Date the Aircraft shall be in construction configuration and conform in all material respects to the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4; (h) the Aircraft has been duly certified by the FAA as to type and has a current, valid FAA airworthiness certificate; (i) at the time of Delivery, Daugherty, Fowler, Peregrin, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, special FAA counsel Money Deposit shall be immediately returned to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to the effect that (i) the FAA ▇▇▇▇ of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAA; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention; (j) no legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby; If any of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are not waived or deferred in writing by the Purchaser, the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by notice, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 of this Agreement to the Purchaser.

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

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

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

Purchaser’s Conditions Precedent. 5.1.1 14.1 The obligations obligation of the Purchaser under this Agreement are to consummate the Sale on the Closing Date shall be subject to the following conditions precedent prior completion (the “Purchaser’s Conditions Precedent”) being fulfilled to the satisfaction of, or waived in writing by, waiver by the Purchaser) of the following conditions: (a) the representations and warranties on the part of the Seller Vendor contained in this Agreement will have been true and correct as of the date of this Agreement and shall be true and accurate correct as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of such Closing Date, save and except in any case which would not have a material adverse effect on the Delivery Date as if made and repeated on and as business or financial condition of the Delivery Date with reference to the facts and circumstances existing as of the Delivery DatePurchaser; (b) no Total Loss the Vendor will have performed, fulfilled or complied with, in all material respects, all of its obligations, covenants and agreements contained in this Agreement at or prior to the Aircraft shall have occurredClosing Date; (c) prior receipt of Exchange approval for the Transaction Documents shall Sale by the Purchaser; (d) the Vendor will deliver or cause to be delivered to the Purchaser the closing documents as set forth in Section 16.1 in a form satisfactory to the Purchaser acting reasonably; (e) all proceedings to be taken in connection with the transactions contemplated in this Agreement will be satisfactory in form and substance to the Purchaser, acting reasonably, and the Purchaser will have received copies of all instruments and other evidence as it may reasonably request in order to establish the consummation or closing of such transactions and the taking of all necessary proceedings in connection therewith; and (f) this Agreement and all other documents necessary or reasonably required to consummate the Sale, all in form and substance reasonably satisfactory to the Purchaser, will have been executed and delivered by the parties thereto (other than the Purchaser); (d) [Intentionally left blank]; (e) evidence of the issue of each approval, license and consent which may be required in connection with the performance by the Seller of all its obligations under the Transaction Documents; (f) the Seller shall have made the Aircraft available for Delivery at the Delivery Location on the Delivery Date, (g) on the Delivery Date the Aircraft shall be in construction configuration and conform in all material respects to the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4; (h) the Aircraft has been duly certified by the FAA as to type and has a current, valid FAA airworthiness certificate; (i) at the time of Delivery, Daugherty, Fowler, Peregrin, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, special FAA counsel to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to the effect that (i) the FAA ▇▇▇▇ of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAA; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention; (j) no legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby; If any of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are not waived or deferred in writing by the Purchaser, the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by notice, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 of this Agreement to the Purchaser.

Purchaser’s Conditions Precedent. 5.1.1 The obligations obligation of the Purchaser under to complete the transactions contemplated by this Agreement are will be subject to the satisfaction or waiver of, at or before the Closing, the following conditions precedent (the “Purchaser’s Conditions Precedent”) being fulfilled to the satisfaction of, or waived in writing by, the Purchaserprecedent: (a) the representations and warranties on the part of the Seller contained Target and the Target Vendors set forth in this Agreement shall be true and accurate on the Target Vendor Certificate being true, correct and complete in all material respects as of the Closing and with the same effect as if made at and as of the Delivery Date as if made and repeated on and as of the Delivery Date with reference to the facts and circumstances existing as of the Delivery DateClosing; (b) no Total Loss the Target and the Target Vendors having performed and complied with all of the Aircraft shall have occurredtheir respective material obligations, covenants and agreements required hereunder; (c) the Transaction Documents shall have been executed Purchaser having reviewed and delivered by approved all materials in the parties thereto (other than possession and control of the Purchaser)Target and the Target Vendors which are germane to the decision of the Purchaser to proceed with the Transaction; (d) [Intentionally left blank]this Agreement and the Transaction Documents, all in form and substance reasonably satisfactory to the Purchaser, having been executed and delivered to the Purchaser; (e) evidence of the issue of each approval, license and consent which may be required in connection with the performance by the Seller of all its obligations under the Transaction DocumentsConcurrent Financing having been completed; (f) the Seller shall have made Target having provided to the Aircraft available for Delivery at Purchaser, and the Delivery Location on Purchaser and its accountant having had a reasonable opportunity to review, the Delivery Date,Target Financial Statements, and the Purchaser and its accountant being satisfied with the content of the Target Financial Statements; (g) on the Delivery Date Purchaser having been given reasonable opportunity to perform the Aircraft shall be searches and other due diligence reasonable or customary in construction configuration and conform in all material respects a transaction of a similar nature to the Delivery Conditions except as otherwise set forth in writing in accordance Transaction, and the Purchaser and its advisors being satisfied with Clause 3.4the results of such due diligence; (h) the Aircraft Purchaser being satisfied that its due diligence, analysis and other customary examinations that it has been duly certified by performed regarding the FAA as to type financial position of the Target and has a currentthe Target Business are consistent, valid FAA airworthiness certificatein all material respects, with the representations and warranties of the Target and the Target Vendors set forth in this Agreement; (i) at no injunction or restraining order of any court or administrative tribunal of competent jurisdiction being in effect prohibiting the time Transaction, and no action or Proceeding having been instituted or be pending before any court or administrative tribunal to restrain or prohibit the Transaction; (j) no claim having been asserted or made that any Person (other than the Purchaser or the Target Vendors) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any of Deliverythe Target Securities, Daughertyor any other voting, Fowlerequity, Peregrinor ownership interest in, ▇▇▇▇▇▇ & ▇▇▇▇▇▇the Target, special FAA counsel or (other than the Target Vendors) is entitled to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to all or any portion of the effect that Consideration Shares; (ik) the FAA ▇▇▇▇ of Sale and FAA Application for Registration no Material Adverse Effect having occurred with respect to the Aircraft have Target Business, the Target Assets or the Target Securities; (l) all consents, renunciations, authorizations or approvals of each applicable Governmental Body and any other Person which, in the Purchaser’s reasonable opinion, must be obtained prior to the Closing in order to give effect to the purchase of the Target Securities and the Transaction, including the CSE and the Purchaser’s shareholders (if applicable), having been duly filed obtained to the Purchaser’s satisfaction or in accordance with any applicable Contracts or Applicable Laws; (m) the FAA; Target and the Target Vendors having taken all proper steps, actions and corporate proceedings to approve the Transaction, including passing any resolutions required to ensure that the Target Securities will be transferred to the Purchaser free and clear of any encumbrances, adverse claim, right or interest; (n) as at the Closing, the Target having Liabilities of no more than $100,000, excluding the Bridge Loan and any amount not drawn down under the Target’s current line of credit with J&J Ventures LLC; (o) an exemption from the registration and prospectus requirements of Applicable Securities Laws being available for the issuance of the Consideration Shares to each Target Vendor; (p) the Purchaser Board and the holders of the Purchaser Shares, if applicable, having approved the entry into, and the Closing, of this Agreement and the transactions contemplated hereby, including the issuance of the Consideration Shares; (q) the Purchaser having received from the Target and the Target Vendors the following Transaction Documents: (i) certified copies of resolutions of the Target Board and Target Vendors approving: the entry into, and the Closing of, this Agreement and the transactions contemplated hereby, the transfer of the Target Securities to the Purchaser, the registration of the Target Securities in the name of the Purchaser, the issue of certificates representing the Target Securities registered in the name of the Purchaser, and all other matters contemplated by this Agreement, (ii) a certificate executed by an officer of the Target certifying that: (A) the representations and warranties of the Target set forth in this Agreement are true and correct in all material respects as at the Closing, (B) the Target has performed and complied with all of its material obligations, covenants and agreements required hereunder, and (C) all conditions precedent of the Target for completion of the transactions contemplated herein have been satisfied or waived, (iii) a legal title opinion from legal counsel to the Aircraft is vested Target with respect to, among other things, the corporate status of the Target, the enforceability of this Agreement, the due and valid allotment and issuance of the Target Securities, the number of Target Securities outstanding, and the transfer of the Target Securities to the Purchaser, in form and substance reasonably satisfactory to the Purchaser and its legal counsel, (iv) from each Target Vendor, a duly executed Target Vendor Certificate, (v) from each Target Vendor, a duly executed Escrow Agreement and any documents required by the CSE, (vi) a certified copy of the central securities register of the Target evidencing the Purchaser as the sole registered owner of the Target Securities, (vii) all such instruments of transfer, duly executed, which in the opinion of the Purchaser acting reasonably are necessary to effect and evidence the transfer of the Target Securities to the Purchaser, free and clear of all Encumbrances of record; and Liens, and (iiiviii) the transfer corporate minute books and all other books and records of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town ConventionTarget; (jr) no legal or governmental actionthe Purchaser having reviewed, suit or proceeding shall have been instituted or threatened before any courtand being satisfied with, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed the tax and securities implications of the Transaction contemplated by this Agreement; and (s) the Purchaser having received such evidence of value to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby; If any of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are not waived or deferred in writing received by the Purchaser, Purchaser for the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by notice, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 of this Agreement Consideration Shares as is satisfactory to the Purchaser.

Purchaser’s Conditions Precedent. 5.1.1 8.1 Purchaser’s Conditions Precedent The obligations obligation of the Purchaser under to complete the transactions contemplated by this Agreement are will be subject to the satisfaction or waiver of, at or before the Closing, the following conditions precedent (the “Purchaser’s Conditions Precedent”) being fulfilled to the satisfaction of, or waived in writing by, the Purchaserprecedent: (a) the representations and warranties on the part of the Seller contained Target and Target Vendor set forth in this Agreement shall be true and accurate on the Target Vendor Certificate being true, correct and complete in all material respects as of the Closing and with the same effect as if made at and as of the Delivery Date as if made and repeated on and as of the Delivery Date with reference to the facts and circumstances existing as of the Delivery DateClosing; (b) no Total Loss the Target and the Target Vendor having performed and complied with all of the Aircraft shall have occurredtheir respective material obligations, covenants and agreements required hereunder; (c) the Transaction Documents shall have Purchaser having been executed given reasonable opportunity to perform the searches and delivered by other due diligence reasonable or customary in a transaction of a similar nature to the parties thereto (other than Transaction, and the Purchaser)Purchaser and its advisors being satisfied with the results of such due diligence; (d) [Intentionally left blank]the Purchaser being satisfied that its due diligence, analysis and other customary examinations that it has performed regarding the financial position of the Target and the Target Business are consistent, in all material respects, with the representations and warranties of the Target and the Target Vendor set forth in this Agreement; (e) evidence the receipt by the Purchaser of a third-party valuation of the issue of each approvalTarget, license in form and consent substance reasonably satisfactory to the Purchaser, which may be required in connection with values the performance by Target Shares as being equal to or greater than the Seller of all its obligations under the Transaction DocumentsPurchase Price; (f) this Agreement and the Seller shall have made Transaction Documents, all in form and substance reasonably satisfactory to the Aircraft available for Delivery at Purchaser, having been executed and delivered to the Delivery Location on the Delivery Date,Purchaser; (g) on all of the Delivery Date the Aircraft shall outstanding Target Shares will be in construction configuration and conform in all material respects to the Delivery Conditions except as otherwise set forth in writing exchanged for Consideration Shares in accordance with Clause 3.4the terms hereof; (h) no injunction or restraining order of any court or administrative tribunal of competent jurisdiction being in effect prohibiting the Aircraft has Transaction, and no action or Proceeding having been duly certified by instituted or be pending before any court or administrative tribunal to restrain or prohibit the FAA as to type and has a current, valid FAA airworthiness certificate; Transaction; CW15174242.2 (i) at no claim having been asserted or made that any Person (other than the time of Delivery, Daugherty, Fowler, Peregrin, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, special FAA counsel to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to the effect that (i) the FAA ▇▇▇▇ of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAA; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention; (j) no legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement, any Transaction Document or the transactions contemplated hereby Target Vendor) is the holder or thereby; If the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are not waived Target Shares, or deferred in writing by the Purchaserany other voting, equity, or ownership interest in, the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by noticeTarget, whereupon neither party shall have any further obligation or liability hereunder, (other than the obligation Target Vendor) are entitled to all or any portion of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 of this Agreement to the Purchaser.Consideration Shares;

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

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

Purchaser’s Conditions Precedent. 5.1.1 The obligations obligation of the Purchaser under to consummate the transactions contemplated by this Agreement are is subject to the satisfaction or waiver (subject to applicable law) on or before the Closing Date of each of the following conditions: 6.1 No preliminary or permanent injunction or other order will have been issued by any court of competent jurisdiction or any regulatory body preventing consummation of the transactions contemplated by this Agreement; 6.2 No action will have been commenced or threatened against the Seller, Purchaser or any of their respective affiliates, associates, officers or directors seeking damages arising from, or to prevent or challenge the transactions contemplated by this Agreement; 6.3 All representations and warranties of the Seller contained herein will be true and correct in all material respects; 6.4 The Seller will have performed or satisfied as of the Closing Date all obligations, covenants, agreements and conditions precedent contained in this Agreement to be performed or complied with by the Seller; 6.5 All actions, proceedings, instruments and documents required to carry out the transactions contemplated hereby will have been satisfactory to the Purchaser's counsel, including, without limitation, corporate resolutions authorizing the transactions contemplated hereby, and releases of any and all liens, claims, security interests or other encumbrances affecting any of the Properties, and the Seller will have delivered such additional certificates and other documents as the Purchaser reasonably requests including, without limitation, such certificates of the Seller dated as of the Closing Date evidencing compliance with the conditions set forth in this paragraph 6; 6.6 The Purchaser shall have received and reviewed all Schedules to be provided by the Seller and such Schedules shall not be materially different than anticipated by the Purchaser as determined in the Purchaser's reasonable judgment; 6.7 All of the transactions contemplated by the Sale and Participation Agreement in the form of Exhibit "6.7" (the “Purchaser’s Conditions Precedent”"Participation Agreement") being fulfilled and the Securities Purchase Agreement of even date herewith between the Seller and the Purchaser (the "Related Agreements") shall have been consummated on the terms and conditions set forth in the Related Agreements; 6.8 The Seller shall have obtained and delivered to the satisfaction ofPurchaser consents to the transactions contemplated by this Agreement from the parties whose consent is required by contract or otherwise; 6.9 There shall not have occurred since December 31, 1997 any material loss or waived damage to any of the Properties; 6.10 The Purchaser shall have received from legal counsel to the Purchaser an opinion dated the Closing Date, in writing by, form and substance satisfactory to the Purchaser: 's counsel, to the effect that: (a) the representations Seller is a corporation duly incorporated and warranties on validly existing and in good standing under the part laws of the Seller contained in this Agreement shall be true and accurate on and as State of the Delivery Date as if made and repeated on and as of the Delivery Date with reference to the facts and circumstances existing as of the Delivery Date; Oklahoma; (b) no Total Loss of the Aircraft shall have occurred; Seller has the corporate power to carry on its business as not being conducted; (c) the Transaction Documents shall have Seller has the requisite corporate power and authority and has taken all requisite corporate action necessary to enable the Seller to execute and deliver this Agreement and to consummate the transactions contemplated hereby; and (d) this Agreement has been duly and validly executed and delivered by the parties thereto (other than Seller and is enforceable against the Purchaser);Seller in accordance with its terms; and (d) [Intentionally left blank]; (e) evidence 6.11 As of the issue of each approvalClosing Date, license and consent which may be required in connection with the performance by the Seller of all its obligations under the Transaction Documents; (f) the Seller shall not have made the Aircraft available for Delivery at the Delivery Location on the Delivery Date, (g) on the Delivery Date the Aircraft shall be in construction configuration and conform in all material respects to the Delivery Conditions except as sold, assigned, transferred or otherwise set forth in writing in accordance with Clause 3.4; (h) the Aircraft has been duly certified by the FAA as to type and has a current, valid FAA airworthiness certificate; (i) at the time of Delivery, Daugherty, Fowler, Peregrin, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, special FAA counsel to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to the effect that (i) the FAA ▇▇▇▇ of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAA; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention; (j) no legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby; If conveyed any of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date Interests to any person except as disclosed to and are not waived or deferred in writing approved by the Purchaser, the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by notice, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 of this Agreement to the Purchaser.

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

Purchaser’s Conditions Precedent. 5.1.1 6.1 The obligations obligation of the Purchaser under to consummate this Agreement are on the Closing Date shall be subject to the prior completion of the following conditions precedent (the “Purchaser’s Conditions Precedent”) being fulfilled to the satisfaction of, or waived in writing by, the Purchaserconditions: (a) The Purchaser will have received conditional or final Exchange Acceptance for the issuance of the Consideration Shares and Warrants, and any other regulatory approval that may be required. (b) The representations and warranties on the part of the Seller contained in this Agreement or in any of the Low Energy Cartridge (LEC) Documents will have been true and correct as of the date of this Agreement and shall be true and accurate correct as of the Effective Date, with the same force and effect as if such representations and warranties had been made on and as of such Effective Date, save and except in any respect which would not have a material adverse effect on the Delivery Date as if made and repeated on and as of the Delivery Date with reference to the facts and circumstances existing as of the Delivery Date; (b) no Total Loss of the Aircraft shall have occurredAssets; (c) the Transaction Documents shall The Seller will have been executed performed, fulfilled or complied with, in all material respects, all of its obligations, covenants and delivered agreements contained in this Agreement to be fulfilled or complied with by the parties thereto (other than Seller at or prior to the Purchaser)Effective Date; (d) [Intentionally left blank]The Seller will deliver or cause to be delivered to the Purchaser the closing documents as set forth in Section 4 in a form satisfactory to the Purchaser, acting reasonably; (e) evidence There will not be in force any order or decree restraining or enjoining the con- summation of the issue of each approval, license and consent which may be required in connection with the performance by the Seller of all its obligations under the Transaction Documents;transactions contemplated hereby; and (f) the Seller shall have made the Aircraft available for Delivery at the Delivery Location on the Delivery Date, (g) on the Delivery Date the Aircraft shall be in construction configuration received and conform in all material respects delivered to the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4; (h) Purchaser an executed legal opinion that is satisfactory to the Aircraft has been duly certified by the FAA as to type and has a current, valid FAA airworthiness certificate; (i) at the time of Delivery, Daugherty, Fowler, Peregrin, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, special FAA counsel to Purchaser, shall have confirmed that such acting reasonably, from outside intellectual property counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to the effect that (i) the FAA ▇▇▇▇ of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAA; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention; (j) no legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby; If any of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are not waived or deferred in writing by the Purchaser, the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by notice, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 of intellectual property under this Agreement to the Purchaserand potential for violation of any third-party rights.

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

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

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

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

Purchaser’s Conditions Precedent. 5.1.1 The obligations following are conditions precedent to Purchaser's obligation to complete the purchase of the Purchaser under this Agreement are subject to the following conditions precedent (the “Purchaser’s Conditions Precedent”) being fulfilled to the satisfaction of, or waived in writing by, the PurchaserAssets: (a) on or before Closing Date Purchaser shall be satisfied that there are no defects in the representations and warranties physical condition of the Pipeline Assets that would have a material adverse effect on the part aggregate value of the Seller contained in this Agreement shall be true and accurate on and as of the Delivery Date as if made and repeated on and as of the Delivery Date with reference to the facts and circumstances existing as of the Delivery DateAssets; (b) no Total Loss except as approved in writing by Purchaser, between the date of this Agreement and Closing Date there shall not be any damage to or alteration of the Aircraft shall Assets (including, but not limited to, any significant amendment to any agreement or instrument forming a part of them) that would have occurreda material adverse effect on the aggregate value of the Assets; (c) the Transaction Documents Vendor shall have been executed and delivered by the parties thereto (other than the Purchaser)complied with its obligations specified in section 4.2; (d) [Intentionally left blank]Vendor shall have performed in all material respects, all covenants, agreements and conditions required by this Agreement to be performed or complied with by Vendor on or prior to Closing Date and Vendor's representations and warranties contained in section 5.1 shall be true and correct on the date of this Agreement and on Closing Date and Purchaser shall not be aware on Closing Date of any facts indicating the contrary. On Closing Date, Vendor shall have delivered to Purchaser a certificate, dated as of Closing Date, stating that it has performed all such covenants, agreements and conditions and that the representations and warranties contained in section 5.1 are true and correct on the date of this Agreement and on Closing Date; (e) evidence there shall not be any judicial restraining order or injunction, preliminary or otherwise, in effect prohibiting the Closing of the issue of each approvaltransactions contemplated by this Agreement. There shall not be pending or threatened any litigation or proceeding instituted by any Third Party or Government Authority to restrain, license and consent which may be required prohibit or otherwise interfere with or obtain substantial monetary damages in connection with the performance consummation of the transactions contemplated by this Agreement, or the Seller operation of all its obligations under the Transaction Documents;Assets by Purchaser after the Closing Date. (f) the Seller The transactions contemplated by this Agreement shall have made been approved by Industry Canada under the Aircraft available for Delivery at the Delivery Location on the Delivery Date,Investment Canada Act. (g) Purchaser shall be satisfied that the result of its environmental due diligence performed on or in connection with the Fee Simple Lands has not identified any Environmental Matters, the reclamation of which would have a material adverse effect on the Delivery Date aggregate value of the Aircraft shall be in construction configuration and conform in all material respects to the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4Assets; (h) Vendor shall have executed and delivered to Purchaser concurrently with its execution of this Agreement, the Aircraft has been duly certified by the FAA Real Property Purchase and Sale Agreement attached hereto as to type and has a current, valid FAA airworthiness certificateSchedule "E"; (i) at the time of DeliveryAt Closing, Daugherty, Fowler, Peregrin, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, special FAA counsel to Purchaser, Purchaser shall have confirmed that such counsel is forthwith furnishing received the documents specified in section 4.2(c) executed by Vendor. The preceding conditions are for the sole benefit of Purchaser an opinion addressed to and may be waived in whole or in part by Purchaser to the effect that (i) the FAA ▇▇▇▇ of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAA; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention; (j) no legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby; writing. If any of the Purchaser’s Conditions Precedent remain outstanding preceding conditions is not satisfied or waived by Purchaser on the Termination or before Closing, Purchaser may terminate this Agreement by written notice to Vendor on Closing Date and are not waived or deferred in writing by the Purchaser, the Purchaser section 7.1 shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by notice, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 of this Agreement to the Purchaserapply.

Purchaser’s Conditions Precedent. 5.1.1 The obligations following matters set forth below in this Section 9(a) shall be conditions precedent to Purchaser's obligation to consummate the purchase and sale transaction contemplated herein (the "PURCHASER'S CONDITIONS PRECEDENT"). The Purchaser's Conditions Precedent set forth in Section 9(a)(i) and Section 9(a)(ii) must be satisfied on or before the expiration of the Purchaser under this Agreement are subject to the following conditions precedent (the “Purchaser’s Conditions Precedent”) being fulfilled to the satisfaction of, or waived in writing by, Due Diligence Period and the Purchaser: (a's Conditions Precedent in Section 9(a)(ii) the representations and warranties on the part of the Seller contained in this Agreement shall through Section 9(a)(ix) must be true and accurate on and satisfied as of the Delivery Closing Date (as if made and repeated on and as defined in Section 15 below). The Board of Directors of Purchaser shall have given its final approval of the Delivery Date with reference to the facts and circumstances existing as purchase of the Delivery Date; (b) no Total Loss of Property by Purchaser upon the Aircraft shall have occurred; (c) the Transaction Documents shall have been executed terms and delivered by the parties thereto (other than the Purchaser); (d) [Intentionally left blank]; (e) evidence of the issue of each approval, license and consent which may be required in connection with the performance by the Seller of all its obligations under the Transaction Documents; (f) the Seller shall have made the Aircraft available for Delivery at the Delivery Location on the Delivery Date, (g) on the Delivery Date the Aircraft shall be in construction configuration and conform in all material respects to the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4; (h) the Aircraft has been duly certified by the FAA as to type and has a current, valid FAA airworthiness certificate; (i) at the time of Delivery, Daugherty, Fowler, Peregrin, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, special FAA counsel to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to the effect that (i) the FAA ▇▇▇▇ of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAA; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention; (j) no legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation conditions of this Agreement, any Transaction Document which approval Seller acknowledges may be withheld in the sole and absolute discretion of Purchaser's Board of Directors. The failure of Purchaser to notify Seller in writing on or before the transactions contemplated hereby or thereby; If any expiration of the Due Diligence Period of such approval of the Board of Directors of Purchaser shall be deemed to be the failure of this Purchaser’s Conditions Precedent remain outstanding 's Condition Precedent. Purchase shall not have terminated this Agreement in accordance with Section 4 or Section 5 of this Agreement within the time periods set forth in said Sections. Purchaser shall not have terminated this Agreement in accordance with Section 7(e), Section 7(f), Section 9(c), Section 17(a) or Section 17(b) of this Agreement within the time periods set forth in said Sections. The Title Company shall have irrevocably committed to issue, upon the Closing, an ALTA extended coverage owner's policy of title insurance on the Termination Date standard form issued in the State of California, with such endorsements as Purchaser shall have reasonably requested and are which the Title Company shall have agreed to issue prior to the expiration of the Due Diligence Period (the "Title Policy"), insuring that title to the Real Property is vested of record in Purchaser as of the Closing, subject only to the Permitted Exceptions. Purchaser shall have received an estoppel certificate from each tenant of the Property in the form attached as Exhibit C-1 hereto; provided, however, Purchaser expressly acknowledges and agrees that if any tenant is unwilling for any reason to execute and return an estoppel certificate in the form of Exhibit C-1 hereto, then an estoppel certificate received from a tenant in the form attached as Exhibit C-2 shall satisfy the requirements of this Section 9(a)(iii) notwithstanding any variations between such form and the form attached as Exhibit C-1 hereto. Seller agrees to provide Purchaser with copies of the proposed estoppel certificates not less than three (3) business days prior to Seller's delivery of the same to the tenants. Unless previously waived or deferred in writing by the Purchaser, or deemed to have been waived by Purchaser pursuant to the Purchaser terms hereof, there shall be entitled at no material breach of any time thereafter to terminate its obligation to purchase of Seller's representations, warranties or covenants set forth in this Agreement, as of the Aircraft from the Closing (solely for purposes of this Section 9(a)(vi), a "material breach" includes any representation or warranty made by Seller by noticewhich is untrue or inaccurate in any material respect for a reason which is not a breach or default of Seller's covenants in Section 10, whereupon neither party as provided in Section 7(f) above). Seller shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 of this Agreement delivered to the Purchaser.Escrow Holder the items described in Section 11. Each Lease listed in the Rent Roll attached as Exhibit B hereto shall be in full force and effect and no material default, claim or dispute shall

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