EFTA00796358.pdf

AIRCRAFT PURCHASE AGREEMENT THIS AIRCRAFT PURCHASE AGREEMENT (this "Agreement") is entered into as of September , 2018, by and between JEGE, LLC, a U.S. Virgin Islands limited liability company, whose address is 6100 Red Hook Quarter, B3, St. Thomas, U.S. Virgin Islands ("Seller"), and DOMINUS 1-4GLINNG—AVIATION LTD, a Bermuda Limited Liability Company, whose address is One Lane Hill, East Broadway Hamilton liM19, Bermuda ("Purchaser"). RECITATIONS: Subject to the terms and conditions set forth in this Agreement, Seller desires to sell, transfer, and deliver to Purchaser, and Purchaser desires to purchase, one used 1988 Gulfstream G-IV aircraft as more fully described in Exhibit —F. bearing manufacturer's serial number 1085, and currently registered with the United States Federal Aviation Agency (the "FAA") as NI20JE, together with said aircraft's two Rolls Royce Tay 611-8 engines bearing Serial Nos. 16291 and 16292 ("Engines") engines-(40*4440-Seetion-S(g)-hereS-and with all avionics, equipment systems, furnishings and accessories installed on, contained in or attached to said aircraft and Eengines, and also including all airframe, engine and acrncory logbooks, flight and operation manuals, maintenance and overhaul records, and all other records and paperwork relating to the above-described aircraft and 1F.engines in Seller's possession (collectively, the "Aircraft"). NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and other good and valuable consideration, the parties hereto agree as follows: I. Purchase Price: Payment. Seller agrees to sell, and Purchaser agrees to purchase, the Aircraft for a total purchase price of Three Million One Hundred Thousand U.S. Dollars (US $3,100,000.00) (the "Purchase Price"), which shall be paid as follows: (a) t:pon execution of this Agreement, Purchaser shall place a deposit of 14) 5250.0OO : t:., I), ,ir I in escrow with Insured Aircraft Title Services (the "Escrow Agent"). 21 E. Main Street. Suite 100, Oklahoma City, OK 73104, Attention: Joan Roberts. Reference: N120.1E, subject to the tenns of this Agreement., The Poll-amount-balance of the Purchase Price ill-ins the amount of Three-Two Million One Eight Hundred Fifty Thousand U.S. Dollars (US $1r140:000-.002 850 000) (the "Purchase Price Balance"). The shall be paid at the Closing, said Purchase Purchase Price Balance wire transferred prior to the Closing into the Special Escrow Account (as defined below) maintained with Escrow Agent Irptttrect A-ireraft—T-itle-Sertiee for its disbursement to Seller at the Closing upon the satisfaction of the conditions and requirements set forth in this Agreement. 1.1 Establishment of Special Escrow Account. As soon as is practical following receipt ;)of the the-wire transfer of the Perchase-Prige-BalaiyeeDenosit to the general Chuck 81onilrth escrow account of Escrow Agent maintained at Bank of America 2028-09-22 15:23:00 with an address at, Oklahoma City, Oklahoma 73102, the Escrow Agent shall cause the EFTA00796358 Deposit to be transferred to, and maintained in, a special escrow account at said Bank created and maintained solely and exclusively for the purpose of this transaction (the "Special Escrow Account"); and Escrow Agent shall thereupon provide Seller and Purchaser with the number of the Special Escrow Account and any other information pertinent thereto. The Purchase Price Balance both be held in escrow by Escrow Agent in the Special Escrow Ageourn—andAccount and shall be to Purchaser or to the Seller in accordance with the express provisions of this Agreement. Escrow Agent shall not place or hold any funds in the Special Escrow Account except for the funds received in connection with the transactions contemplated by this Agreement. 2. Condition of the Aircraft. (a) At the time of Seller's delivery to-Purchaser of-the Aircraft at the Closing, the Aircraft will be delivered to Purchaser: (a) with good and marketable title, free and clear of all liens and encumbrances, (b) with complete and continuous log books and maintenance records, (c) in an airworthy condition with a valid FAA standard airworthiness certificate, (d) with all components and systems in normal working order, (e) with no damage history or material corrosion, (f) in compliance with the mandatory portions of all FAA airworthiness directives and mandatory service bulletins that have been issued with respect to the Aircraft with due dates on or prior to Celosing, (g) current, as of Cclosing on the manufacturer's recommended inspection and maintenance programs with all hourly, cycle and calendar inspections required under such program complied with without deferral, -(h) with all COnlibented tarn: The Export requirement could potentially be conatruod as conflicting with paperwork necessary to deregister the Aircraft for export to Bermuda at closing, and (i) with SC below.- all engine, APU, and other enrolled programs fully paid up through the date of and Chuck Blenarth 2018-09-21 1S:56:00 conforming to the specifications detailed in Exhibit —:—F. For purposes hereof, "Normal Cemmbltild CHOW]: I AM 019.181112 or TEA Working Order" shall mean a condition which (i) is consistent with the specifications, CONFLICT. PLEASE SPECIFY NEAT THE CONFLICT limitations and requirements of the maintenance and/or operations manual applicable to the Is. Microsoft Office Uaor unit, (ii) is good, but not necessarily perfect, it being understood and agreed that normal wear 2018-09-22 08:31:00 and tear, including any blemishes in the cosmetic appearance of the interior, which does not materially impair performance of the unit shall be acceptable, and (iii) does not require a modification to the normal life limitation, overhaul or inspection interval of the !unit. Commented (140114): PLEASE GET MATEY= CONTORT TOO REQUIRE FMK POLLS ROYCE oil THIS AdAimow+th.,-“Ldie- 4,44-ite-ci;ovmee..-kk-lincti-m-orattetaoh-i-c4-bekoAri-tho,c-not-vvi ISSOE. icinstatte rcrcin—thcii-s,elle“halliwovkle-astritten-c4uarnmatioil-koraotts-I4 Microsoft Office (I:or 2018-09-22 09:C4:00 4 all if 4 'r Thar deliver t^ the to tilla”-ri - tie -r their rant. laliillIon 3. Pre-Purchase Inspection. (a) Purchaser, or its agent, shall have a right to perform a pre-purchase inspection of the Aircraft in accordance with this Section 3 at the facility of Gulfstream Aerospace, located in Westfield, Massachusetts (the "Inspection Facility"). execution of this Agreement Seller shall position the Aircraft to the Inspection Facility no-latehthat-the-elese-4-tutsieess-eu-SepterpheE2-1,104-8, (b) The Pre-Purchase Inspection will be performed on behalf of Purchaser and at Purchaser's cost and expense in order to detemmie-vActlicr-er-not-confirm that thethe Aircraft conforms to the Delivery Condition as provided in Section 2 of this Agreement. EFTA00796359  (c) Purchaser shall cause the Pre-Purchase Inspection to be commenced at the Inspection Facility as soon as is reasonably practicable after Seller has positioned the Aircraft to the Inspection Facility, and will endeavor to cause it to commence by-not-tateron or about than 214()ctober :I s 2018 subject to slot availability : (d) The scope and duration of the Pre-Purchase Inspection shall be as provided on Exhibit A hereto, incorporated by this reference as if fully provided herein. (e) Duchvg-As part of its the-Pre-Purchase Inspection, Purchaser shall be entitled, at its cost, to conduct flight test at conclusion of the Pre- Purchase Inspection to be flown by the Seller's pilots with up to three (3) representatives of Purchaser accompanying the flight . All procedures to be adopted during such flight test i A t shall be as requested by the Inspection Facility or Purchaser and agreed to by Seller prior to the commencement of such flight test or, if arising out of a condition or circumstance occurring during said flight test, as may be requested by the Inspection Facility or Purchaser and agreed to by Seller during said flight test, subject, however, at all times to the discretion of the pilot who shall have absolute operational discretion and control over the Aircraft. If COMM:MS [MOOS): HE DO NOT DISAGREE THAT REASONABLE PROCEDURES REQUIRED BY TEE an additional flight test is required at the conclusion of the rectification of any agreed INSPECTION FACILITY AND PURCHASER, SUCH AS Discrepancies. the cost of the test flight shall be borne by Seller. THOSE THAT WOULD BE REQUIRED FOR MI ARCS BLIGHT TEST MAY BE UTILIZED. HOWEVER, OULFSTREAM ARCS ORDINARILY HAS GULFSTRFAN (0 Purchaser shall, in its sole discretion, accept or reject the Aircraft by not PILOTS FLYING THE PLANE. IN THIS CASE SELLER'S PILOT WILL FLY THE PLANE. INSPECTION later than two (2) business days following the completion of the Pre-Purchase Inspection and FACILITY AND PURCHASER ARE ONBOARD AND the—i&swarteethe receipt of a written inspection report from the Inspection Facility (the PURCHASER CAN HAVE ONE IF ITS QUALIFIED REPRESENTATIVES SERVE AS A CO-PILOT, BUT "Inspection Report"), copies of which shall be made available to the Seller. Any difference, OPERATIONAL CONTROL SHALL ALWAYS BE WITH discrepancy or defect in the Aircraft from any of the Delivery Condition requirements in SELLER'S PILOT. THIS IS WHAT WE HAVE AGREED TO IN THE PAST WHEN NE PURCHASE AIRCRAFT AND Section 2 hereof is referred to in this Agreement as a "Discrepancy". The Inspection Report IS APPROPRIATE. shall note thereon each Discrepancy, if any, found during the Pre-Purchase Inspection micro:tort or ric, 2018-09-22 09:20:00 (including, without limitation, during the test flight) and include written estimates of the costs to repair each Discrepancy so noted. At Purchaser's discretion, Purchaser shall either accept the Aircraft in its "as-is", "where-is" and "with all Pangs- conditioncondition. accept the condition of the Aircraft subject to S.. . . listed -orDiscrepancies being-airvera illy ,• it r. (tic ),:livenr Conditions; or reject the Aircraft. Purchaser's acceptance shall be evidenced by Purchaser's issuance to Seller of a Certificate of Technical Acceptance in the form of Exhibit B attached hereto (the "Certificate of Technical Acceptance"). If then-afe-040-er-mere-Diserepaireitts.vhieh-eatise-Purchaser in its discretion to elects not to proceed with the purchase of the Aircraft, Purchaser shall deliver to Seller WateliWlinCQ notice of Purchaser's termination of this Agreement in the form of Exhibit C hereof (a "Termination Notice"). (g) If Purchaser has issued a Termination Notice in accordance with Section 3(0, Escrow Agent shall refund the Purchase Price Balance, whereupon all further obligations of Seller and—Pure-ha:Air:Ind Purchaser pursuant to this Agreement shall cease. (h) If Purchaser accepts the Aircraft "as is as evidenced by Purchaser's execution and delivery of the Certificate of Technical Acceptance to Seller, if not already transferred, PurcaliserPurchaser shall wire-transfer-the-Pureltase-Priee-Balatteevo-Eserow-Agent-asi ided-inSeetionthereryfrand EFTA00796360 the-parties-shall-preeted-with-elesingigAtereinefter-proyided, and the parties shall proceed with Closing and Delivery in accordance with Paragraph 5. (j) If Purchaser accepts the Aircraft subject to rectification of thg Discrepancies and Seller agrees to rectify the Discrepancies being airworthy informing with the Delivery Conditions; then Purchaser's eposit shall he CklarbeftbdpNED There are Delivery Conditions each as equipment list that are not become refundable solely in the necessarily airworthy itens. event of by Seller. If Seller refuses to correct MENA 2018-09-20 12:28:00 Discrepancies beifig—aipygnihymeeting the Delivery Conditions. then Seller shall reimburse Purchaser for its Pre-Purchase Inspection costs . and Escrow Agent shall return the Deposit whereupon this Acreement shall tenni:late 4. International Registry. At least one (1) day prior to the Closing, Seller and Purchaser each, at its own expense, shall have obtained approval on the International Registry at https://wmv.intemationalregistry.aero to be a Transacting User Entity and such approvals shall be a condition precedent to the Closing. Prior to the Closing, Seller and Purchaser shall each designate Escrow Agent as Seller's and Purchaser's Professional User Entity for purposes of requesting and providing consent to the registration of a searchable Contract of Sale (Bill of Sale) evidencing the transfer of title to the Aircraft from Seller to Purchaser. 5. Closing and Delivery. (a) (a) Purchaser and Seller agree that all transactions or acts associated with the delivery of the Aircraft and its transfer to the Seller hereunder shall be deemed to occur simultaneously as one continuous act all of which shall be considered "Closing." (a.)—The Colosing of the transactions contemplated by this Agreement (zt.he Closing") and the delivery of the Aircraft to Purchaser shall take place at Wilimington, Delaware or at such other place as the parties may subsequently agree upon in writing (the "Closing !Placer), ^- —n as i, pm-tic-Me aReno later than live (5) business days from f Canniblabb5(07(7]: Do vo need to worry about sales tax and if so should the aircraft Purchaser's delivery to Seller of the Certificate of Technical Acceptance and Seller's delivery take place in international airspace? teeth airworthvconforming David Thodpaon (ANS) 2018-09-24 16:54:00 itii or the Engines CkEllibbabideNIOUI: Ma can take delivery in Cr Ito even-later-than-tive-(53-business-days-after or 08 without worrying about taxes. A norther NOCit e: unless the parties hereto shall mutually agree in writing to close either with of other states as well. NEM Loaner Eng or on a later closing date (the "Closing Date"). Seller and Purchaser hereby 2018-09-24 17:32:00 acknowledge that the passing of title, possession and delivery of the Aircraft shall take place within the state in which the Closing Place is located. (b) (c) (b) Prior to the Closing, the following deliveries shall be made to the Escrow Agent by the responsible party indicated: EFTA00796361  (i) At least two (2) days prior to the Closing Date, Seller shall deliver the following to Escrow Agent: (A) A Warranty Bill of Sale in the form attached hereto as Exhibit D transferring title to the Aircraft to Purchaser duly executed by an officer or manager of Seller, with his or her title shown, but undated (the "Warranty BM of Sale"); (B) An FAA Bill of Sale for the Aircraft duly executed by an officer or manager of Seller, with his or her title shown, but undated (the "FAA BM of Sale"); (C) All paperwork necessary to deregister the Aircraft for export to Bermuda at closing, including, without limitation, an irrevocable request to deregister the Aircraft with the FAA Civil Aviation Registry, in a form approved by the FAA, executed by an officer or manager of Seller, with his or her title shown, all said paperwork and said export to be obtained at Purchaser's sole cost and expense (the "DeregistratIon Paperwork"); and (D) All releases of liens, terminations or other documents, if any, which may be necessary to enable Seller to transfer good and marketable title to the Aircraft to Purchaser, free and clear of all liens, claims and encumbrances (the "Curative Documents"). (ii) On or before the Closing Date, Purchaser shall-deliver-er-eause to-be-delivered-to-Bserow-Agent-the-fiMowingi (A)—Porcha,rr he Purchase Price Balance; whieli-Perelase-Priee-Balenee into the Special Escrow Account of Escrow Agent in accordance with wire transfer instructions to be provided to Purchaser by Escrow Agent prior to the Closing Date; and (iii) In addition to the documents described above, Seller and/or Purchaser may deliver or cause to be delivered to Escrow Agent such other documents and with such instructions as may be subsequently agreed upon in writing by the patties hereto and Escrow Agent. The documents described in subparagraphs (i) and (iii) of this Section 5(0) are hereinafter referred to collectively as the "Escrow Documents". (d) Other than deliveryittrnliiening the Deregistration Paperwork to the Escrow Agent as provided herein, and to authorizinge the Escrow Agent to issue the deFegistration-rettserwDeregistration Paperwork to the FAA at Closing as provided in Section 5(e) below, Purchaser shall be solely liable to arrange for the Eleresistration-of-the Airerati-and-export of the Aircraft to Bermuda following Closing. Seller shall reasonably Canlibeisted[M]: Purchaao has no abillty to doroolotor tho Aircraft cooperate with Purchaser in connection with the derenisttation and export of the Aircratlthose egons; provided, however, that Seller shall not be required to incur any costs or expense in 2018-09-25 14:11:00 doing the same. EFTA00796362  (ed) Prior to the Closing Date, each of Seller, Purchaser and Escrow Agent shall notify each of the others in writing (either by correspondence, fax or e-mail) of the name or names and telephone number of each representative of the respective parties which is to participate in the conference call to be conducted in connection with the Closing (hereinafter the 2"Closing Conference Call'-"). Subject to Escrow Agent's availability, the Closing Conference Call shall be originated by Purchaser on the Closing Date at on or about 10:00 II., U.S. Central Daylight Time, so as to complete the Closing, including the filing of the Escrow Documents with the FAA Registry in Oklahoma City, Oklahoma and deregistration of the Aircraft prior to the closing of that office on the Closing Date. (fe) At the Closing, and after the representatives of each of Seller, Purchaser and Escrow Agent have each announced their attendance on the Closing Conference Call, provided that all of the requirements of Sections 5(cb), (de) and (ed) have been complied with, then the following shall occur (i) Escrow Agent shall confirm that it is in possession the full Purchase Price and half(12)-the Escrow Fee, and all documents necessary for Closing. (ii) Seller's and Purchaser's onsite representatives shall confirm that the Aircraft is at the Delivery Location and Seller has tendered the Aircraft to Purchaser for Delivery and Purchaser has executed the Delivery Receipt in Exhibit E and transmitted a cony of the executed Delivery Receipt to Escrow Aeent. (Pi) Subject-to-ther-provisions-of-Section-5(g)-hereof ilf (A) the records of the FAA then reflect that Seller is the record owner of the Aircraft and that said Aircraft is free and clear of all recorded liens, claims and encumbrances (or will be upon the filing of the Curative Documents held by the Escrow Agent, which Curative Documents Escrow Agent shall have authorization to release and/or file in accordance with this Agreement), (B) the records of the International Registry do not reflect the registration of any such liens, claims or encumbrances against the Aircraft, and there are no registrations on the International Registry reflecting ownership of the Aircraft or any part thereof in the name of any third party, and (C) Escrow Agent has not otherwise received notice of any other lien, claim or encumbrance asserted by any third party with respect to the Aircraft, then Escrow Agent shall so advise the participants on the Closing Conference Call, (iv) and-I-Then but only then Seller shall authorize Escrow Agent to release the Bills of Sale and file the Deregistration Paperwork in exchange for release of the Purchase pPrice, and Purchaser shall authorize Escrow Agent to release the Purchase Price in exchange for the Bills of Sale whereupon Escrow Agent shall hold the Bills of Sale and Deregistration Paperwork for Purchaser's benefit and immediately wire the Purchase Price to Seller in accordance with wire transfer instructions which shall be provided to Escrow Agent by Seller prior to the Closing Date. As promptly as possible, Escrow Agent shall obtain and provide the participants with the Federal Reference Number for said wire and, immediately thereafter Escrow Agent shall file the signed and dated FAA Bill of Sale together with any other necessary Escrow Documents with the FAA Registry for recordation and request the FAA to deregister the Aircraft front the FAA Civil Aviation Registry and transmit the Deregistration Paperwork to the Bermuda CAA. and release the Warranty Bill of Sale to PurchasernSollor-sliall-puthopi2e-the Escrow .1golit-to-proseedAyith-the-derniistration-of-the Aireratt-for-export-to-Bormudarand-Purchaser-with-the-assistance-of-the-liscrow-Agent-sivall-... EFTA00796363 procure the-fling-of-an-applieation-cor-the d.:,..zt,istration-ol-tite-Aireraft-st-the-FAA-and regnest-the-FAA-to-deregister-Ote-Airerall-from-the-FAA Civil-Aviation R t f anti-transmit the—Deregiatration-Doentitents-to-the-FAABenttutia-CAAT-The Escrow Agent shall obtain a copy of the Deregistration Telex from the FAA and provide the same to Seller and Purchaser. In addition, hseftW.,-..segast-skall-File-the-s:igned-athl-dated4A-A-Rill-ef-Salet-and-awfrother fiefeSerafy-litaGf03 4 / 440641144.1446-with-the-FAA-Regisify-for-reeerdatiowandrepowdeing-sew ) Escrow Agent shall then notify each of the participants on the Closing Conference Call of the time of filing of each such Escrow Document. Escrow Agent shall also email to Purchaser a pdf of the signed and dated Warranty Bill of Sale and the signed and dated FAA Bill of Sale. Immediately following the above, the following shall occur at the Closing Place: (Y) S...liees-representetive-sitall deliver-pixoloionort-of-the Aireraftto-Pnreititaerlitml —(a)—Rercher,er-sholl-c-omplearoveonte-ankl- Ufter-a Delivery Reseim-in-thaelTh-aitathecl-hefete-as-E*1444it-g, (Ai4) Intinethatel.rfolkw.Ling-the-aboverEscrow Agent, as the Professional User Entity for each of Seller and Purchaser, shall electronically initiate and consent to the registrations with the International Registry of the interests created by the Warranty Bill of Sale (the same being referred to as a contract of sale for purposes of the International Registry) with respect to the Aircraft. (III) Followintr—tompletiort-41—the—clositts—ers—prescribed itboverEscrow Agent shall mail the hard copy original of the Warranty Bill of Sale to Purchaser at an address specified by Purchaser. (g.)—Aw}thing-to-the-COH4fiFy-pWatli341444-thi.sagreauent-notwithstatithot: PareiSser-aeknewledge-s4hat-the-two-Relts-Royet)--Tay-64-1-8-eagieas-eftlioarity-equipped-eft the-Airoraftr Sofial-Nos,-14194-and-16242-fthe iseins-fingines=l—liave-boort-removed-anki tlel.i>, ororl-14.-ovoritatelts-ankl-m:icli-overhatil-serniarbt)-Elt4eR44444e41-IISC-eSSa, Isy-Rotts-Royett-pecsuarn40-ttisl,-Roltry-Royee-Covporote-Car-LI-pregfani-C-044Firt-the-Nrestrog trepitteurand-that-thotwo-Rolls-Royee-Tay-6444-enginos-ourveroty-ettaipped-onstive-Airevalt Soviet-Nos:44494 and I6642-are-on-toan-front-Rolls-Royce Canada pursuant to the-toms-and conditions-oftho-Rolis-Royee-Engine-Leaseagreententrdeted-June-20c201S,essittract-number CG-1-8-JEGE-Irt€ ending-tIte-overlteutotid-lice-inspeetions-and--atty-sttelt-required-tworlutol of-the-Existting-Engifleireser-waivessell-ptove i01.3 in-this-Agreement-relating-to-the lkikery Cor,d:Coti of th—Vrentft that p,rttri,. to tit, Cog:nz., and du. —.6;:sse eurvertHystut-leen-frent-the-ntarroliteinveretd-ennwevieiortothet-doirot-end-sootrlderst-alloss-for any-parts-to-be-installe4I-ort-the-osareraft-on-a-tempecaey-Or-loaner-basi.s-at-closing,-Rtirshaser ac-knowledge,:-that-uport-until-somplation-of-said-miel4i.fe-inspeotionsoverhat17actii-any-sach trothiod-ovethattl-of-the-fmriathi tht,-replasement-eagiees-wiThb,1-ciarrontilyr provide421 ander4he-Rotts-Royett-Covporate-cerespoegrant-ecoreving4trestisiststieg-tiogioes-at-afe-a-no-C-43€4 ahoso-aed-boyond-the-payorents-vetteivert-in-tlat-ovdinorrfrooter-se-eoder-said-Rolts-Royee Corporate-Care-progrank—Rurchaser-litrther-acknowlalges-that-saki-replacement-will-ake place-sobseottent-to-Closittgrthat-Sefier12 / •-sole-liability-athkohligation-to-Porchaser-in-respeet or the Existing-lingines-is-to-be-ourrent-throogh-the-Closing-on-its-remtired-payinents-uncler EFTA00796364 strid-Rolls-Royee-Gorpotate-C2are-prograinraiid-that-upowelosing-Se' ller-sliall-havemo-hability with rest ezt to the-Existing-hi' the-ertgii tig ray-equipped on-the-Airetoti-.+r-the . . ,t . atitler-the saki R.,II3 Re,x. Cw.po..t, Care ',roman. th, th. Glosint—Rumhaser-avees40-inelein awl-hold-harenloss-Solter-from-and-.3.gaithi-any-and-all tiability-in-rospec-t-of--the-E4stieg-fing.inesrtlal-enghies-c4icreatty-equi.ffloil-off-the-A.irerafirthe EttldeOltie414-01:the-sameraffil-any-and-all-paymentg-teader-the-said-Rel4s-Royee-Gefpreatt)-Gace pFeSfa441-Witti-repeet-te-pecietts-frem-aftel-afteF-thtl-C-lostag-.—RefeliaserLs-iwkimiaeatien-and hold-hafmless-obligation-heromitior-shall-sop l-ela.1-Closing: (gh) If all of the conditions and requirements specified in this Section 5 are not satisfied on or before the Closing Date (or such later date as Seller and Purchaser may agree upon in writing and provide to Escrow Agent), then, except as otherwise expressly provided in this Agreement, Escrow Agent shall do the following: (i) Escrow Agent shall return to Seller those Escrow Documents theretofore delivered to Escrow Agent by Seller and any other documents which may be held on behalf of Seller by Escrow Agent, and Escrow Agent shall return to Purchaser those Escrow Documents theretofore delivered to Escrow Agent by Purchaser and any other documents which may be held by Escrow Agent on behalf of Purchaser; and 6. Fee of Escrow Agent. The fee of Escrow Agent (which fee also includes any out-of-pocket expenses incurred by Escrow Agent) for performing its duties specified herein shall be paid by each of Purchaser and Seller in equal portions. Their respective portions of said fee shall be paid by them to Escrow Agent as and when required by Escrow Agent. In addition to its duties specified above, the duties of Escrow Agent shall also include (a) delivering a written preliminary title and lien report with respect to the Aircraft's airframe, the Engines (sohjeetioe-to-the-provisioas-of-Sostioa-54.0-liorno.t4 , and also a written post-closing title and lien report with respect to the same to each of Purchaser and Seller, and (b) as Seller's and Purchaser's Professional User Entity, making registrations with the International Registry of the Warranty Bill of Sale (Contract of Sale) with respect to the transfer of title to the Aircraft from the Seller to the Purchaser, and obtaining and providing Seller and Purchaser with post-closing Priority Search Certificates issued by the International Registry with respect to the Aircraft. EFTA00796365  7. Taxes. (a) Seller warrants that there are no outstanding or delinquent taxes or duties attributable to the Aircraft nor shall be as of the Closing Date. Seller shall be responsible for and shall pay, or reimburse Purchaser for, any and all excise, gross receipts, use, personal property, transfer or similar taxes, assessments or duties, including interest or penalties imposed thereon, and any costs incurred in defense of the nonpayment thereof, including reasonable attorneys fees and expenses, arising out of, or incurred in connection with the use, ownership, possession, maintenance or operation of the Aircraft prior to the Closing including, without limitation, any income, capital gains or other similar taxes based on the income of Seller or personal property or other similar taxes assessed or based upon Seller's ownership or use of the Aircraft. (b) Purchaser shall be responsible for and shall pay, or reimburse Seller for, any and all sales, excise, gross receipts, use, personal property, transfer or similar taxes, assessments or duties including interest or penalties imposed thereon and any costs incurred in defense of the nonpayment thereof, including reasonable attorney's fees and expenses, arising out of, or incurred in connection with, the sale and delivery of the Aircraft to Purchaser or the use, ownership, possession, maintenance or operation of the Aircraft after the Closing, but specifically excluding any income, capital gains or other similar taxes based on the income of Seller or personal property or other similar taxes assessed or based upon Seller's ownership or use of the Aircraft prior to the Closing. (c) The provisions of this Section 7 shall survive Closing. 8. Seller's Representations and Warranties. Seller hereby represents and warrants to (or where so stated, Seller agrees in favor of) Purchaser that Seller has good and marketable title to the Aircraft and on the Closing Date Seller will convey to Purchaser good and marketable title to the Aircraft free and clear of ...d -Nall leases, liens, claims, rights to purchase and encumbrances of any kind or nature. 9. LIMITATION OF WARRANTIES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN SECTION 8 HEREOF, ELSEWHERE IN THIS AGREEMENT OR IN THE WARRANTY BILL OF SALE (THE "EXPRESS CONTRACT WARRANTIES"), THE AIRCRAFT AND EACH PART THEREOF IS BEING SOLD TO PURCHASER HEREUNDER IN ITS "AS IS, WHERE IS" CONDITION AND "WITH ALL FAULTS" EFFECTIVE AT THE CLOSING. EXCEPT FOR THE EXPRESS CONTRACT WARRANTIES, NEITHER SELLER NOR ITS AGENTS, REPRESENTATIVES OR EMPLOYEES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WHATSOEVER TO PURCHASER. WITHOUT LIMITING TIIE GENERALITY OF THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES, THERE IS (I) NO WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES AS TO THE AIRWORTHINESS OR PHYSICAL CONDITION OF THE AIRCRAFT, (II) NO IMPLIED WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE AIRCRAFT, (III) NO IMPLIED WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, AND (IV) NO WARRANTY BY EFTA00796366 SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES AGAINST PATENT INFRINGEMENT OR THE LIKE. IN NO EVENT SHALL EITHER PARTY HERETO BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND. 01 S1.CTION 5(6) OF THIS AGREEMENT. 10. Breaches and Remedies. anninefeed(CIA10]: 5 days la avefully short cure period. Also what constitutes notice/ Wirttena dnd elvlored, email]) David ?boatman (ANS) 2018-09-24 17:04:00 CkellineleedeNIID That la not occasioned by the failure of Seller WBMA 2018-09-24 12:47:00 ammented[07/12j: Sc if buyer defaults 5 days after breach he loses deposit but If defaults then the contract becomes null and void at buyers• option. I would think there has to be addltIonaL remedies if they are asking buyer to forfeit 8250,000 deposit? David Thor/pion (ANS) 2018-09-24 17:06:00 EFTA00796367  II. Performance, Force Majeure and Risk of Loss. (a) In the event that the Aircraft is destroyed or damaged prior to the Closing Date, this Agreement may be terminated in its entirety by either party without liability to the other party, except that the-the Deposit and Purchase Price Balance, if already delivered to Escrow Agent, shall be promptly refunded to Purchaser. (b) Neither Seller nor Purchaser shall be responsible for any delay beyond the Closing Date due to any cause beyond its control, including but not limited to the following causes: civil wars, insurrections, strikes, riots, fires, floods, explosions, earthquakes, any act of government or governmental priorities, allocations, regulation, or orders affecting materials, act of God, or the public enemy, failure of transportation, epidemics, or labor trouble causing slowdown or interruption of work. CkMUNUNdedpnklig: %Tat happens if the mid- life tengino Inspection results in further delays? (c) Exclusive care, custody and control of the Aircraft and all risks of loss, David Theapson CMS) 2018-09-20 17:08:00 damage or destruction to the Aircraft and any other property sold hereunder from any cause whatsoever, including but without limiting the generality of the foregoing, risks of damage to or loss or destruction of the Aircraft and liability to third parties for property damages, personal injury or death, shall pass to and be assumed by Purchaser upon the filing of the FAA Bill of Sale with the FAA and delivery of the Aircraft to Purchaser in accordance with the provisions of this Agreement. Upon delivery of the Aircraft in accordance with the provisions of this Agreement, Purchaser shall assume and, effective as of the completion of the Closing, hereby assumes, all responsibility in connection with the Aircraft and all risks incident to ownership, maintenance, repair, use and modification thereof. 12. Other Matters. (a) Each party hereto agrees to execute and deliver such additional documents and take such further actions as may be reasonably requested by the other party hereto to fully effectuate and carry out the purposes of this Agreement. (b) Except as expressly provided herein, the provisions of this Agreement which by their terms are to be performed and observed after the Closing, and the several representations, warranties and agreements of the parties herein contained, shall survive the Closing. (e) This Agreement may be amended as required by the Escrow Agent subject to the agreement of Purchaser and Seller. (c) This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements, arrangements and understandings relating to the subject matter hereof. No representation, promise, inducement or statement of intention has been made by either party which is not embodied in this Agreement, and neither party shall be bound by, or be liable for, any alleged representation, promise, inducement, or statement of intention not embodied herein. EFTA00796368  (d) This Agreement may be executed in one or more counterparts, and all such counterparts shall constitute one and the same instrument. (e) No modification or amendment of this Agreement shall be binding unless it is in writing and signed by each of the parties hereto. (0 All notices required or permitted hereunder shall be in writing and, except as may otherwise be provided herein, shall be deemed to be given when delivered personally, or within three (3) business days after mailing, if mailed by registered or certified mail, return receipt requested, postage prepaid, or on the date of transmission, if sent by facsimile or e-mail (and written confirmation of transmission is provided), addressed to the other party for whom it is intended at the address facsimile number or email address set forth below, or to such other address as may hereafter be designated in writing by either party hereto to the other party hereto: If to Seller: JEGE, LLC do Darren K. Indyke, PLLC 575 Lexington Avenue, 46 Floor New York, New York 10022 Fax: (646) 350-0378 Email: If to Purchaser: Dominus Holding-Aviation Ltd. One Lane Hill, East Broadway Hamilton HM19 Bermuda Attention: Lars-Erik Magnusson Fax: +1 441 292 3623 Email: LeMagnussonfitlannag.inli CanlinentedPIT(20 okay David Thomson (AMS) 2018-09-24 L7,11200 Carmnented(Df(25R14p David Thomson CAMS) 2018-09-24 17,11200 With copy to: Wendy Bienyinh: Fax: +I 301 869 2700 Email: Wendy Bienvinh(aMentwonh.Aero and David Thompson AMS Limited Fax: + 1 (4411292 3623 Email: Dayid.Thomnson6DANIS.bm EFTA00796369  (g) Any signatures on this Agreement may be transmitted via facsimile or e-mail (in pdf format), which signatures shall be deemed originals for all purposes if transmitted in accordance with Section 12(f) above. (h) Neither any failure nor any delay on the part of either party hereto in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial waiver or exercise of any right hereunder preclude any other future single or partial waiver or exercise of any right hereunder. No waiver hereof shall be effective unless it is writing signed by the party hereto to be charged with the same and then it shall only be effective as to the specific matter and in the specific instance stated in such writing. (i) The descriptive headings of the several sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. (j) This Agreement shall be construed and enforced in accordance with the laws of the U.S. Virgin Islands, excluding its conflicts of laws rules, and, to the extent applicable, the laws of the United States ofµlmerical CanniNdhNSIVIIIBI6p Check with David and Lars. The Aircraft 1s U.S. registered (k) If any clause, provision or section of this Agreement is found by any WEZdr. 2018-09-21 18:22:00 court of competent jurisdiction to be invalid or unenforceable for any reason whatsoever, such CNNININSOUNSICalln: Not sure why the laws of invalidity or unenforceability shall not in itself affect the remaining clauses, provisions and USA should prevail on agreement other than sections hereof, so long as the rights or obligations of the parties hereto shall not be materially aircraft is US registered? David Thcapaon (ANS) and adversely affected thereby. 2028-09-24 11:11:00 (I) All payments provided for in this Agreement are to be made in United States Dollars. (o) In connection with any litigation arising out of this Agreement, the prevailing party in such litigation shall be entitled to recover all reasonable costs incurred therein front the other party, including, without limitation, reasonable attorney's fees. (Signature Blocks Appear on Following Pages) EFTA00796370  IN WITNESS WHEREOF, the parties to this Aircraft Purchase Agreement have caused it to be executed by their duly authorized representatives. SELLER: JEGE, LLC By: Name: Darren K. Indyke Title: Authorized Representative PURCHASER: DOMINUS HOLDING AVIATION LTD. By: Name: Title: EFTA00796371  EXHIBIT A TO AIRCRAFT PURCHASE AGREEMENT BY AND BETWEEN JEGE, LLC AND DOMINUS HOLDING LTD. Scope and Duration of Inspection 1988 Gulfstream G-IV Manufacturer's Serial No. 1085 U.S. Registration No. NI20JE (See Anached) The Scone and associated cost are subject to revision as required in accordance with the findings of the inspection. The final invoice from Gulfstream shall behave precedence over any amounts Quoted here. EFTA00796372  EXHIBIT B TO