Common use of Buyer’s Representations Clause in Contracts

Buyer’s Representations. Buyer hereby represents and warrants to Seller as of the date hereof and as of the time of transfer of each Aircraft and the Spares Package, as follows: (1) Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Delaware. Buyer has all requisite power and authority to enter into and perform its obligations under this Agreement and the other documents referred to herein to which Buyer is a party (the “Buyer Documents”). (2) This Agreement has been, and on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, duly authorized, executed and delivered by Buyer. This Agreement constitutes, and the other Buyer Documents, when executed and delivered, will constitute, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforcement of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting enforcement of creditors’ rights generally, and by general principles of equity. (3) None of the execution, delivery or performance by Buyer of this Agreement, or any of the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, will contravene any applicable law binding on Buyer or any of its property, or any provision of the certificate of incorporation or by-laws of Buyer, or will result in a breach of, or constitute a default under, or contravene any provision of, any mortgage, deed of trust, indenture or other material agreement or instrument to which Buyer is a party or by which Buyer or all or any of its property or assets may be bound. (4) None of the execution, delivery or performance by Buyer of this Agreement or the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any Buyer Document, except such as have been, or will be, obtained, effected, waived or paid on or prior to the Closing Date. (5) There are no pending or, to the best of Buyer’s knowledge, threatened investigations, suits or proceedings against Buyer or affecting Buyer or its properties, that, if determined adversely, would adversely affect the consummation of the transaction contemplated by, or performance by Buyer of its obligations under this Agreement. (6) Buyer is not in breach of any law that would have an adverse effect on Buyer or on Buyer’s ability to perform its obligations under, this Agreement or the other Buyer Documents.

Buyer’s Representations. Buyer hereby represents makes the following representations and warrants warranties to Seller as that, to the best of the date hereof and as of the time of transfer of each Aircraft and the Spares Package, as followsBuyer’s knowledge: (1) 4.2.1 Buyer is a duly formed and validly existing limited liability company duly organized, validly existing and in good standing under the laws of the state State of Delaware. . 4.2.2 Buyer has all requisite full right, power and authority and is duly authorized to enter into this Agreement and, as of the Closing Date, any permitted assignee of Buyer shall have the full right, power and authority to enter into perform each of the covenants to be performed by the Buyer hereunder and to execute and deliver and to perform its obligations under this Agreement and the other all documents referred required to herein to which Buyer is a party (the “Buyer Documents”). (2) This Agreement has been, and on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, duly authorized, be executed and delivered by Buyer. This Agreement constitutesit pursuant to this Agreement, and this Agreement constitutes the other Buyer Documents, when executed and delivered, will constitute, the legal, valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforcement of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting enforcement of creditors’ rights generally, and by general principles of equity. (3) None of the execution, delivery or performance by 4.2.3 Neither Buyer of this Agreement, or any of the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, will contravene any applicable law binding on Buyer or nor any of its propertyaffiliates, nor any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents is, nor will they become, a person or entity with whom United States persons or entities are restricted from doing business under regulations of OFAC (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including, without limitation, the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or any provision of the certificate of incorporation or by-laws of BuyerSupport Terrorism), or other governmental action, and is not and will result not engage in a breach of, any dealings or constitute a default under, transactions or contravene any provision of, any mortgage, deed of trust, indenture be otherwise associated with such persons or other material agreement or instrument to which Buyer is a party or by which Buyer or all or any of its property or assets may be boundentities. (4) None of the execution, delivery or performance by Buyer of this Agreement or the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any Buyer Document, except such as have been, or will be, obtained, effected, waived or paid on or prior to the Closing Date. (5) 4.2.4 There are no pending or, to the best of Buyer’s knowledge, threatened investigations, suits or proceedings judgments outstanding against Buyer or affecting petitions, suits, claims, causes of action or moratoria or other proceedings pending or threatened against Buyer before any court or its propertiesother governmental, thatadministrative, regulatory, adjudicatory, or arbitrational body of any kind, which if determined adversely, decided adversely to Buyer would adversely affect the consummation of the transaction contemplated by, or performance by Buyer of its obligations under this Agreement. (6) Buyer is not in breach of any law that would have an adverse effect on Buyer or on Buyer’s ability to perform its obligations under, under this Agreement or the other Buyer DocumentsAgreement.

Buyer’s Representations. Buyer hereby represents makes the following representations and warrants warranties to Seller as of the date hereof and as of the time of transfer of each Aircraft and the Spares Package, as follows: (1) 4.2.1 Buyer is a duly formed and validly existing limited liability company duly organized, validly existing and in good standing under the laws of the state State of Delaware. Missouri. 4.2.2 Buyer has all requisite full right, power and authority and is duly authorized to enter into this Agreement and to perform each of these covenants on its part to be performed hereunder and to execute and deliver and to perform its obligations under all documents required to be executed and delivered by it pursuant to this Agreement. The execution, delivery and performance of this Agreement and the other all documents referred to herein to which contemplated hereby by Buyer is a party have been (the “Buyer Documents”). (2) This Agreement has been, and or shall be on or prior to Closing) duly and validly authorized by all necessary action on the applicable Closing Date, the applicable part of Buyer Documents and all required consents and approvals have been duly obtained and will have been, duly authorized, executed and delivered by Buyer. This Agreement constitutes, and the other Buyer Documents, when executed and delivered, will constitute, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforcement of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting enforcement of creditors’ rights generally, and by general principles of equity. (3) None of the execution, delivery or performance by Buyer of this Agreement, or any of the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, will contravene any applicable law binding on Buyer or any of its property, or any provision of the certificate of incorporation or by-laws of Buyer, or will not result in a breach of any of the terms or provisions of, or constitute a default underunder any indenture, or contravene any provision of, any mortgage, deed of trust, indenture or other material agreement or instrument to which Buyer is a party or by which party. 4.2.3 Neither Buyer or all or nor any of its property partners, members, shareholders or assets may other equity owners is a person or entity with whom United States persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including, without limitation, the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action, and is not and will not engage in any dealings or transactions or be boundotherwise associated with such persons or entities. (4) None 4.2.4 No authorization, consent, and approval of the execution, delivery or performance by Buyer of this Agreement or the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any United States federal or state a governmental authority or the terms and provisions is required for Buyer’s performance of this Agreement or any Buyer Document, except such as have been, or will be, obtained, effected, waived or paid on or prior its obligations hereunder with respect to the Closing Dateherein described to occur except for the consent of the government tenant occupying the Property pursuant to the Lease. (5) 4.2.5 There are no pending actions, suits or proceedings pending, or, to the best of Buyer’s knowledge, threatened investigationsaffecting Buyer, suits or proceedings against Buyer or affecting Buyer or its properties, that, which if determined adversely, would adversely affect the consummation of the transaction contemplated by, or performance by Buyer of its obligations under this Agreement. (6) Buyer is not in breach of any law that would have an adverse effect on Buyer or on Buyer’s ability to perform its obligations underhereunder. 4.2.6 Buyer has not (a) made a general assignment for the benefit of creditors, (b) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by Buyer’s creditors, (c) suffered the appointment of a receiver to take possession of all or substantially all of Buyer’s assets, (d) suffered the attachment or other judicial seizure of all, or substantially all, of Buyer’s assets, (e) admitted in writing its inability to pay its debts as they come due, or (f) made an offer of settlement, extension or composition to its creditors generally. 4.2.7 To the best of Buyer’s knowledge, neither the execution, delivery or performance of this Agreement nor compliance herewith conflicts or will conflict with or results or will result in a breach of or constitutes or will constitute a default under (i) the articles of incorporation and by-laws or other Buyer Documentsorganization certificate and/or partnership or operating agreement of Buyer, or (ii) any law or any order, writ, injunction or decree of any court or governmental authority.

Buyer’s Representations. Buyer hereby represents and warrants to Seller as of the date hereof and as of the time of transfer of each Aircraft and the Spares Package, as followsthat: (1a) Buyer It is a limited liability company corporation, duly organized, validly existing and in good standing under the laws of the state State of Delaware. Colorado, and Buyer is or prior to Closing will be duly qualified pursuant to any and all applicable laws, statutes and regulations to own and operate the Assets; (b) It has all requisite power and authority to carry on its business as presently conducted, to enter into this Agreement and the other documents and agreements contemplated hereby, to purchase the Assets on the terms described in this Agreement, and to perform its other obligations under this Agreement and the other documents referred and agreements contemplated hereby. Subject to herein to which Buyer is a party (the “Buyer Documents”). (2) This Agreement has been, and on or prior to the applicable Closing DateSection 14.1, the applicable Buyer Documents will have been, duly authorized, executed and delivered by Buyer. This Agreement constitutes, and the other Buyer Documents, when executed and delivered, will constitute, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforcement of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting enforcement of creditors’ rights generally, and by general principles of equity. (3) None of the execution, delivery or performance by Buyer of this Agreement, or any of the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and therebyby this Agreement will not violate., will contravene nor be in conflict with, any applicable law binding on Buyer provision of Buyer's charter, or any of its propertygoverning documents, or any provision of the certificate of incorporation or by-laws of Buyer, or will result in a breach of, or constitute a default under, or contravene any provision of, any mortgage, deed of trust, indenture or other material agreement or instrument to which Buyer is a party or by which Buyer or all it is bound, or any of its property judgment, decree, order, statute, rule or assets may be bound.regulation applicable to Buyer; (4c) None of the The execution, delivery or and performance of this Agreement and the transactions contemplated hereunder have been duly and validly authorized by all requisite action on the part of Buyer; (d) This Agreement constitutes, and all documents and instruments required hereunder to be executed and delivered by Buyer at Closing will constitute, legal, valid and binding obligations of Buyer in accordance with their respective terms, subject to bankruptcy and other similar laws of general application with respect to creditors; (e) There are no bankruptcy, reorganization or arrangement proceedings pending, being contemplated by, or to the actual knowledge of the officers of Buyer, threatened against Buyer; (f) No broker or finder has acted for or on behalf of Buyer in connection with this Agreement or the other transactions contemplated by this Agreement, and no broker or finder is entitled to any brokerage or finder's fee or commission in respect thereof based in any way on agreements, arrangements or understandings made by or on behalf of Buyer; (g) Buyer Documentsis now or prior to Closing will be, or and after Closing shall continue to be, qualified to own Federal and State oil, gas and mineral leases in all jurisdictions where any such Subject Interests are located, and the consummation by Buyer of the transactions contemplated hereby and therebywill not cause Buyer to be disqualified as such an owner or to exceed any acreage limitation imposed by any law, requires the consent statute, rule or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any regulation; (h) Buyer Document, except such as has arranged to have been, or will be, obtained, effected, waived or paid on or prior to available by the Closing Date. (5) There are no pending orDate sufficient funds and shares to enable the Buyer to pay in full the Initial Payment, together with all costs and expenses relative thereto, and otherwise to the best of Buyer’s knowledge, threatened investigations, suits or proceedings against Buyer or affecting Buyer or its properties, that, if determined adversely, would adversely affect the consummation of the transaction contemplated by, or performance by Buyer of perform its obligations under this Agreement. (6i) Buyer is not a Public Utility Holding Company as defined in breach the Public Utility Holding Company Act of 1935, and, to the knowledge of Seller, it is not a partner with any law that would party who is a Public Utility Holding Company. (j) All shares of Buyer, whether preferred or common, issued or to be issued to Seller pursuant to the terms of this Agreement, are, at the time of issuance, duly and validly authorized for issuance, validly issued, fully paid and nonassessable, and have an adverse effect on not been issued, and are not held, in violation of a preemptive rights. All such shares shall be free and clear of all liens, encumbrances, claims and restrictions, except as set forth in this Agreement. There are no agreements or understandings with respect to the voting of such shares. Buyer or on has furnished to the Seller true and complete copies of the Certificate of Incorporation and Bylaws of the Buyer’s ability to perform its obligations under, this Agreement or the other Buyer Documentsincluding all amendments and restatements thereof.

Buyer’s Representations. Buyer hereby represents and warrants to Seller Sellers that as of the date hereof Effective Date the following representations and as of warranties are true in all material respects and shall be true in all material respects on the time of transfer of each Aircraft and the Spares Package, as followsClosing Date: (1a) Buyer is a limited liability company partnership duly organized, validly existing and in good standing under the laws of the state State of DelawareIndiana. At the Closing Date, Buyer or its permitted assignees will be authorized to do business in the Commonwealth of Virginia. Buyer has all requisite full power and authority to enter into execute and deliver this Agreement and all other documents now or hereafter to be executed and delivered by it pursuant to this Agreement (the “Buyer’s Documents”) and to perform its all obligations arising under this Agreement and the other documents referred to herein to which Buyer is a party (the “Buyer Buyer’s Documents”). (2) This Agreement has been, and on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, duly authorized, executed and delivered by Buyer. This Agreement constitutes, and the other Buyer Documents, when executed and delivered, Buyer’s Documents will each constitute, the legal, valid and binding obligation obligations of Buyer, Buyer enforceable against Buyer in accordance with its their respective terms, covenants and conditions, subject to bankruptcy, reorganization and other similar laws affecting the enforcement of creditors, rights generally, and except as enforcement of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium general equitable principles. Each person or similar laws affecting enforcement of creditors’ rights generally, entity comprising Buyer has duly authorized and by general principles of equityapproved this Agreement and the transaction contemplated hereby. (3b) None This Agreement and Buyer’s Documents do not and will not contravene any provision of the executionorganizational documents of Buyer, delivery or performance by Buyer of this Agreementany judgment, order, decree, writ, injunction or any of the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, will contravene any applicable law agreement binding on Buyer or any of its propertyBuyer, or any provision of the certificate of incorporation any existing law or by-laws of Buyer, or will result in a breach of, or constitute a default under, or contravene any provision of, any mortgage, deed of trust, indenture or other material agreement or instrument regulation to which Buyer is a party or by which Buyer or all or any of its property or assets may be is bound. (4) None of the execution, . The execution and delivery or performance by Buyer of this Agreement or the other Buyer Documents, or and the consummation by Buyer of the transactions contemplated hereby do not and therebywill not require (except to the extent, requires specifically set forth herein) any consent by any third party (including, without limitation, the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, direct or the taking indirect partner of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any Buyer Document, except such as have been, or will be, obtained, effected, waived or paid on or prior to the Closing DateBuyer). (5c) There are no pending or, to the best of To Buyer’s knowledge, no litigation, or governmental or agency proceeding or investigation is pending or threatened investigations, suits or proceedings against Buyer which would materially impair or affecting Buyer or its properties, that, if determined adversely, would adversely affect the consummation of the transaction contemplated by, or performance by Buyer of its obligations under this Agreement. (6) Buyer is not in breach of any law that would have an adverse effect on Buyer or on Buyer’s ability to perform its obligations under, under this Agreement and consummate the transactions contemplated herein. (d) Buyer has the financial wherewithal to timely perform its obligations hereunder. (e) Buyer is not, and will not become, a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other Buyer Documentsgovernmental action and is not and will not engage in any dealings or transactions or be otherwise associated with such persons or entities.

Buyer’s Representations. Buyer hereby represents and warrants to Seller as follows, as of the date hereof and as of the time of transfer of each Aircraft and the Spares Package, as followsthis Agreement: (1a) Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware and is authorized to consummate the state Transaction and fulfill all of DelawareBuyer’s obligations hereunder and under all documents contemplated hereunder to be executed by Buyer. Buyer has all requisite necessary power to execute and authority to enter into and perform its obligations under deliver this Agreement and all documents contemplated hereunder to be executed by Buyer and to perform all of Buyer’s obligations hereunder and thereunder. This Agreement, the other Lease and all documents referred contemplated hereunder to herein to which be executed by Buyer is a party (have been duly authorized by all requisite action on the “Buyer Documents”). (2) This Agreement has beenpart of Buyer, have been and will at Closing be duly executed by Buyer, and on or prior to are the applicable Closing Date, the applicable Buyer Documents will have been, duly authorized, executed and delivered by Buyer. This Agreement constitutes, and the other Buyer Documents, when executed and delivered, will constitute, the legal, valid and legally binding obligation of Buyer, Buyer enforceable against Buyer in accordance with its their respective terms. Neither the execution and delivery of this Agreement, except as enforcement the Lease and all documents contemplated hereunder to be executed by Buyer, nor the performance of the terms hereof and thereof may be limited obligations of Buyer hereunder or thereunder will result in the violation of any law or any provision of the Buyer’s governing documents or will conflict with any order or decree of any court or governmental instrumentality or any other agreement of any nature by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting enforcement of creditors’ rights generally, and by general principles of equitywhich Buyer is bound. (3b) None Buyer has obtained or filed, as the case may be, all authorizations, consents, approvals, waivers, exemptions, licenses, qualifications, registrations, filings, declarations, exemptions or orders of any governmental or regulatory agency, authority, division or body, court or any third party which are required in connection with the execution, delivery delivery, observance or performance by Buyer of this Agreement, or any the documents to be delivered by Buyer at Closing and the consummation of the other Buyer Documents, or the consummation by Buyer of the transactions Transaction contemplated hereby and thereby, will contravene any applicable law binding on Buyer or any of its property, or any provision of the certificate of incorporation or by-laws of Buyer, or will result in a breach of, or constitute a default under, or contravene any provision of, any mortgage, deed of trust, indenture or other material agreement or instrument to which Buyer is a party or by which Buyer or all or any of its property or assets may be boundhereby. (4c) None of At Closing Buyer will have available the funds necessary to purchase the Property. (d) The execution, delivery or performance by Buyer of this Agreement or the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents compliance with, or the taking and performance of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of, this Agreement, and the purchase of this Agreement the Property, shall not (i) conflict with or result in any Buyer Document, except such as have beenviolation of Buyer’s organizational documents, or will be(ii) violate any existing term or provision of any order, obtainedwrit, effectedjudgment, waived injunction, decree, statute, law, rule or paid on regulation applicable to Buyer or prior to the Closing DateBuyer’s assets or properties. (5e) There are is no proceeding pending or, to the best of Buyer’s knowledge, or threatened investigations, suits by or proceedings against Buyer under the United States Bankruptcy Code or affecting Buyer or its properties, that, if determined adversely, would adversely affect the consummation of the transaction contemplated by, or performance by Buyer of its obligations under this Agreementany similar State laws. (6f) Buyer is not, and will not become, a person or entity with whom United States persons or entities are restricted or prohibited from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s specially designated and blocked persons list) or under any statute, executive order, including the September 24, 2001, Executive Order No. 13224 entitled “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism” (the “Executive Order”) or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, or other governmental action (collectively, the “Anti-Money Laundering and Anti-Terrorism Laws”), and is not and will not engage in breach any dealings or transactions or be otherwise associated with such persons or entities; (g) To the current actual knowledge of ▇▇▇▇▇▇ ▇▇▇▇▇▇, neither the Buyer nor its affiliates, is in violation of Anti-Money Laundering and Anti-Terrorism Laws. (h) To the current actual knowledge of ▇▇▇▇▇▇ ▇▇▇▇▇▇, neither the Buyer nor its affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the OFAC, the U.S. Department of State, or other U.S. government agencies, all as may be amended from time to time. (i) To the current actual knowledge of ▇▇▇▇▇▇ ▇▇▇▇▇▇, neither the Buyer nor its affiliates nor, without inquiry, any of its brokers or other agents, in any capacity in connection with the purchase of the Property (A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists set forth in the preceding paragraph, (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and Anti-Terrorism Laws. (j) The Buyer understands and acknowledges that the Seller may become subject to further anti-money laundering regulations, and agrees to execute instruments, provide information, or perform any other acts as may reasonably be requested by the Seller, for the purpose of: (A) carrying out due diligence as may be required by applicable law that would have an adverse effect on Buyer or on to establish the Buyer’s ability identity and source of funds; (B) maintaining records of such identities and sources of funds, or verifications or certifications as to perform its obligations under, this Agreement or the same; and (C) taking any other Buyer Documentsactions as may be required to comply with and remain in compliance with anti-money laundering regulations applicable to the Buyer.

Buyer’s Representations. Buyer hereby represents makes the following representations and warrants warranties to Seller (which, at Closing, shall also be true and correct as to any Affiliate of the date hereof and as Buyer with respect to any closing documents entered into by an Affiliate of the time of transfer of each Aircraft and the Spares Package, as follows:Buyer): (1) 4.2.1 Buyer is a duly formed and validly existing limited liability company duly organized, validly existing and in good standing under the laws of the state State of Delaware. . 4.2.2 Buyer has all requisite full right, power and authority and is duly authorized to enter into and perform its obligations under this Agreement and the other documents referred to herein to which Buyer is a party (the “Buyer Documents”). (2) This Agreement has beenand, and on or prior to the applicable Closing Dateexpiration of the Due Diligence Period, the applicable Buyer Documents will have been, be duly authorized, authorized to perform each of these covenants on it part to be performed hereunder and to execute and deliver and to perform its obligations under all documents required to be executed and delivered by Buyer. This it pursuant to this Agreement constitutes, and this Agreement constitutes the other Buyer Documents, when executed and delivered, will constitute, the legal, valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms. 4.2.3 Buyer and none of its Affiliates, except as enforcement and none of any of their respective partners, members, shareholders or other equity owners, and to Buyer’s knowledge, none of their respective employees, officers, directors, representatives or agents is, nor will they become, a person or entity with whom United States persons or entities are restricted from doing business under regulations of OFAC of the terms hereof Department of the Treasury (including those named on OFAC’s Specially Designated and thereof Blocked Persons List) or under any statute, executive order (including, without limitation, the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action, and is not and will not intentionally engage in any dealings or transactions or be otherwise associated with such persons or entities. 4.2.4 To Buyer’s knowledge, no authorization, consent, or approval of any governmental authority (including courts) is required for the execution and delivery by Buyer of this Agreement or the performance of its obligations hereunder. 4.2.5 There are no actions, suits or proceedings pending, or, to Buyer’s knowledge, threatened against Buyer, which if determined adversely, may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting enforcement affect its ability to perform its obligations hereunder. 4.2.6 Buyer has not (i) made a general assignment for the benefit of creditors’ rights , (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by any of Buyer’s creditors, (iii) suffered the appointment of a receiver to take possession of all or substantially all of any Buyer’s assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Buyer’s assets, (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of settlement, extension or composition to its creditors generally, and by general principles of equity. (3) None of 4.2.7 Neither the execution, delivery or performance of this Agreement nor compliance herewith conflicts or will conflict with or results or will result in a breach of or constitutes or will constitute a default under (a) the articles of incorporation and by-laws or other organization certificate and/or partnership or operating agreement of Buyer, or (b) to Buyer’s knowledge, any law or any order, writ, injunction or decree of any court or governmental authority. 4.2.8 Buyer shall promptly notify Seller, in writing, of any event or condition known to Buyer which occurs prior to the Closing, which causes a change in the facts relating to, or the truth or accuracy of, any of the representations or warranties. 4.2.9 Neither execution by Buyer of this Agreement, or any of the other Buyer Documents, or Agreement nor the consummation by Buyer of the transactions contemplated hereby and thereby, by this Agreement will contravene any applicable law binding on Buyer or any of its property, or any provision of the certificate of incorporation or by-laws of Buyer, or will (i) result in a breach of any of the terms or provisions of, or constitute a default underunder any agreement, instrument or contravene any provision of, any mortgage, deed of trust, indenture or other material agreement or instrument obligation to which Buyer is a party party; or by which Buyer (ii) constitute a violation of any law, order, rule or all regulation applicable to Buyer, of any federal, state or any of its property municipal body, or assets may be bound. (4) None of the execution, delivery other governmental or performance quasi-governmental body having jurisdiction over Buyer. All information given by Buyer of to Seller in this Agreement or in the other documents delivered at Closing shall be true and accurate in every material respect as of the Effective Date hereof and at the Closing, and Buyer Documentshas not failed to disclose any fact to Seller necessary to make the statements herein or in the documents delivered at Closing not misleading and Buyer has no knowledge or information of any facts, circumstances, or conditions that are inconsistent with the consummation by Buyer of the transactions contemplated hereby representations and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any Buyer Document, except such as have been, or will be, obtained, effected, waived or paid on or prior to the Closing Datewarranties contained herein. (5) There are no pending or, to the best of Buyer’s knowledge, threatened investigations, suits or proceedings against Buyer or affecting Buyer or its properties, that, if determined adversely, would adversely affect the consummation of the transaction contemplated by, or performance by Buyer of its obligations under this Agreement. (6) Buyer is not in breach of any law that would have an adverse effect on Buyer or on Buyer’s ability to perform its obligations under, this Agreement or the other Buyer Documents.

Buyer’s Representations. Buyer hereby represents makes the following representations and warrants warranties to Seller as that, to the best of the date hereof and as of the time of transfer of each Aircraft and the Spares Package, as followsBuyer’s knowledge: (1) 4.2.1 Buyer is a duly formed and validly existing limited liability company duly organized, validly existing and in good standing under the laws of the state State of Delaware. . 4.2.2 Buyer has all requisite full right, power and authority and is duly authorized to enter into this Agreement and to perform each of these covenants on it part to be performed hereunder and to execute and deliver and to perform its obligations under this Agreement and the other all documents referred required to herein to which Buyer is a party (the “Buyer Documents”). (2) This Agreement has been, and on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, duly authorized, be executed and delivered by Buyer. This it pursuant to this Agreement constitutes, and this Agreement constitutes the other Buyer Documents, when executed and delivered, will constitute, the legal, valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforcement of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting enforcement of creditors’ rights generally, and by general principles of equity. (3) None of the execution, 4.2.3 The execution and delivery or performance by Buyer of this Agreement, or any of Agreement has been duly authorized by all necessary action on the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, will contravene any applicable law binding on Buyer or any of its property, or any provision of the certificate of incorporation or by-laws part of Buyer, or and all required consents and approvals have been duly obtained and will not result in a breach of any of the terms or provisions of, or constitute a default underunder any indenture, or contravene any provision of, any mortgage, deed of trust, indenture or other material agreement or instrument to which Buyer is a party or party. This Agreement has been duly executed and delivered by which Buyer. 4.2.4 Neither Buyer or all or nor any of its property constituent partners, members, shareholders or assets may be boundother equity owners is, nor will they become, a person or entity with whom United States persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including, without limitation, the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action. 4.2.5 No authorization, consent, or approval of any governmental authority (4including courts) None of is required for the execution, execution and delivery or performance by Buyer of this Agreement or the other Buyer Documents, or the consummation by Buyer performance of the transactions contemplated hereby and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any Buyer Document, except such as have been, or will be, obtained, effected, waived or paid on or prior to the Closing Dateits obligations hereunder. (5) 4.2.6 There are no pending actions, suits or proceedings pending, or, to the best of Buyer’s knowledge, threatened investigationsagainst Buyer, suits or proceedings against Buyer or affecting Buyer or its properties, that, which if determined adversely, would adversely affect the consummation of the transaction contemplated by, or performance by Buyer of its obligations under this Agreement. (6) Buyer is not in breach of any law that would have an adverse effect on Buyer or on Buyer’s ability to perform its obligations underhereunder. 4.2.7 Buyer has not (a) made a general assignment for the benefit of creditors, this Agreement (b) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by Buyer’s creditors, (c) suffered the appointment of a receiver to take possession of all or substantially all of Buyer’s assets, (d) suffered the attachment or other Buyer Documentsjudicial seizure of all, or substantially all, of Buyer’s assets, (e) admitted in writing its inability to pay its debts as they come due, or (f) made an offer of settlement, extension or composition to its creditors generally.

Buyer’s Representations. Buyer hereby represents and warrants to Seller as of the date hereof and as of the time of transfer of each Aircraft and the Spares Package, as followsthat: (1a) Buyer It is a limited liability company corporation, duly organized, validly existing and in good standing under the laws of the state State of Delaware. Colorado, and Buyer is or prior to Closing will be duly qualified pursuant to any and all applicable laws, statutes and regulations to own and operate the Assets; (b) It has all requisite power and authority to carry on its business as presently conducted, to enter into this Agreement and the other documents and agreements contemplated hereby, to purchase the Assets on the terms described in this Agreement, and to perform its other obligations under this Agreement and the other documents referred and agreements contemplated hereby. Subject to herein to which Buyer is a party (the “Buyer Documents”). (2) This Agreement has been, and on or prior to the applicable Closing DateSection 15.1, the applicable Buyer Documents will have been, duly authorized, executed and delivered by Buyer. This Agreement constitutes, and the other Buyer Documents, when executed and delivered, will constitute, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforcement of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting enforcement of creditors’ rights generally, and by general principles of equity. (3) None of the execution, delivery or performance by Buyer of this Agreement, or any of the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and therebyby this Agreement will not violate., will contravene nor be in conflict with, any applicable law binding on Buyer provision of Buyer's charter, or any of its propertygoverning documents, or any provision of the certificate of incorporation or by-laws of Buyer, or will result in a breach of, or constitute a default under, or contravene any provision of, any mortgage, deed of trust, indenture or other material agreement or instrument to which Buyer is a party or by which Buyer or all it is bound, or any of its property judgment, decree, order, statute, rule or assets may be bound.regulation applicable to Buyer; (4c) None of the The execution, delivery or and performance of this Agreement and the transactions contemplated hereunder have been duly and validly authorized by all requisite action on the part of Buyer; (d) This Agreement constitutes, and all documents and instruments required hereunder to be executed and delivered by Buyer at Closing will constitute, legal, valid and binding obligations of Buyer in accordance with their respective terms, subject to bankruptcy and other similar laws of general application with respect to creditors; (e) There are no bankruptcy, reorganization or arrangement proceedings pending, being contemplated by, or to the actual knowledge of the officers of Buyer, threatened against Buyer; (f) No broker or finder has acted for or on behalf of Buyer in connection with this Agreement or the other transactions contemplated by this Agreement, and no broker or finder is entitled to any brokerage or finder's fee or commission in respect thereof based in any way on agreements, arrangements or understandings made by or on behalf of Buyer; (g) Buyer Documentsis now or prior to Closing will be, or and after Closing shall continue to be, qualified to own Federal and State oil, gas and mineral leases in all jurisdictions where any such Subject Interests are located, and the consummation by Buyer of the transactions contemplated hereby and therebywill not cause Buyer to be disqualified as such an owner or to exceed any acreage limitation imposed by any law, requires the consent statute, rule or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any regulation; (h) Buyer Document, except such as has arranged to have been, or will be, obtained, effected, waived or paid on or prior to available by the Closing Date. (5) There are no pending orDate sufficient funds to enable the Buyer to pay in full the Purchase Price, together with all costs and expenses relative thereto, and otherwise to the best of Buyer’s knowledge, threatened investigations, suits or proceedings against Buyer or affecting Buyer or its properties, that, if determined adversely, would adversely affect the consummation of the transaction contemplated by, or performance by Buyer of perform its obligations under this Agreement. (6i) Buyer is purchasing the Ownership Interest for its own account and sole interest, and is purchasing the Ownership Interest for investment and not with a view to, or in breach connection with, any offering, resale, disposition or distribution of any law of the Ownership Interest. (j) Buyer understands and acknowledges that would have no registration statement relating to the Ownership Interest has been filed under the Securities Act of 1933, as amended (the "Act") and that consequently the Ownership Interest will constitute "restricted securities" within the meaning of Rule 144 under the Act and accordingly must be held by Buyer indefinitely and may not be sold or otherwise disposed of in the absence of registration or an adverse effect exemption from registration under the Act and under applicable state securities laws. Buyer realizes that there is no existing public market for the Ownership Interest and that even if such market did exist, reliance upon Rule 144 under the Act for public sales in limited amounts could occur only if adequate public information about LL was available and only after Buyer has held the Ownership Interest continuously for a period of at least two years from and after the date on which the full purchase price for the Ownership Interest is paid. Buyer understands and acknowledges that the Seller is under no obligation to register the Ownership Interest under the Act or on to aid Buyer in obtaining any exemption from registration under the Act. (k) The following is made as of the Closing Date only: Buyer has had the opportunity to examine all information regarding LGG provided by Seller, and Buyer has had the opportunity to ask questions of directors and officers of Seller. The investment decision of Buyer to acquire the Ownership Interest has been based solely upon Seller's representations with respect to the LGG and the evaluation made by Buyer’s ability . (l) Seller is not a Public Utility Holding Company as defined in the Public Utility Holding Company Act of 1935, and, to perform its obligations underthe knowledge of Seller, this Agreement or the other Buyer Documentsit is not a partner with any party who is a Public Utility Holding Company.

Buyer’s Representations. ​ Buyer hereby represents and warrants to Seller effective as of the date hereof and as of the time of transfer of each Aircraft and the Spares PackageClosing Date, as follows: (1a) Buyer is a limited liability company duly organizedformed, validly existing and in good standing under the laws of Delaware, is authorized to consummate the state transaction set forth herein and fulfill all of Delaware. its obligations hereunder and under the Buyer Closing Documents, and has all requisite necessary power to execute and authority to enter into and perform its obligations under deliver this Agreement and the other documents referred Buyer Closing Documents and to herein to which Buyer is a party (the “Buyer Documents”). (2) This Agreement has been, perform all of Buyer’s obligations hereunder and on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, duly authorized, executed and delivered by Buyerthereunder. This Agreement constitutes, and the Buyer Closing Documents have been duly authorized by all requisite corporate or other required action on the part of Buyer Documents, when executed and delivered, will constitute, are the legal, valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its their respective terms, except as enforcement . Neither the execution and delivery of this Agreement and the Buyer Closing Documents nor the performance of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium obligations of Buyer hereunder or similar laws affecting enforcement thereunder will result in the violation of creditors’ rights generally, and by general principles of equity. (3) None of the execution, delivery or performance by Buyer of this Agreement, or any of the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, will contravene any applicable law binding on Buyer or any of its property, or any provision of the certificate organizational documents of incorporation or by-laws of Buyer, Buyer or will conflict with any order or decree of any court or governmental instrumentality of any nature by which ▇▇▇▇▇ is bound; (b) Buyer has obtained all necessary consents and permissions required to consummate the transactions contemplated herein. The execution and delivery of this Agreement, the consummation of the transactions herein contemplated, and compliance with the terms of this Agreement will not conflict with, result in a breach of, or constitute (with or without due notice or lapse of time or both) a default underunder any contract, instrument, document, or contravene any provision of, any mortgage, deed of trust, indenture agreement (oral or other material agreement or instrument written) to which Buyer is a party or by which Buyer or all or any of its property or assets may be bound.party; ​ (4) None of the execution, delivery or performance by Buyer of this Agreement or the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any Buyer Document, except such as have been, or will be, obtained, effected, waived or paid on or prior to the Closing Date. (5c) There are no actions, suits or other proceedings or litigation of any kind pending or, to the best of Buyer’s knowledge, threatened investigations, suits or proceedings against Buyer or affecting of any of its affiliates which, if determined adversely to Buyer or its properties, that, if determined adverselyaffiliates, would adversely affect the consummation of the transaction contemplated by, or performance by Buyer of its obligations under this Agreement. (6) Buyer is not in breach of any law that would have an a material adverse effect on the validity or enforceability of this Agreement or the ability of Buyer or on Buyer’s ability to perform its obligations underhereunder; (d) Buyer has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition, or suffered the filing of any involuntary petition by its creditors, under the federal Bankruptcy Code or any similar state or federal law, (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of its assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of its assets, (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of settlement, extension or composition to its creditors generally. (e) Neither Buyer nor, to Buyer’s actual knowledge, its affiliates, is in violation of any Anti-Money Laundering and Anti-Terrorism Laws. Neither Buyer nor, to Buyer’s actual knowledge, its affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order or are included on any Government Lists. Neither Buyer nor, to Buyer’s actual knowledge, its affiliates or, without inquiry, any of its brokers or other agents acting in any capacity in connection with the sale of the Properties (A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the Government Lists, (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and Anti-Terrorism Laws. Neither Buyer nor any of its affiliates is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable anti-money laundering or anti-bribery laws and regulations (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)); and (f) Buyer is not, and is not acting on behalf of, (a) a Plan, (b) an entity or account the assets of which constitute “plan assets” of one or more such Plans within the meaning of Department of Labor Regulation, 29 CFR Section 2510.3-101, as modified by Section 3(42) of ERISA or (c) a “governmental plan” within the meaning of Section 3(32) of ERISA. ​ For purposes of this Agreement, terms such as “to Buyer’s knowledge”, “to the best of Buyer’s knowledge”, or like phrases mean the actual knowledge, with no duty of inquiry, of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, who is an individual in Buyer’s organization expected to have knowledge of the matters set forth in this Agreement; provided however, that so qualifying Buyer’s knowledge shall in no event give rise to any personal liability on the part of such individual (or any other officer, director or employee of Buyer Documents.or its affiliates) on account of any breach of any representation, warranty or covenant by Buyer herein. ​

Buyer’s Representations. Buyer hereby represents and warrants to Seller effective as of the date hereof Effective Date and as of the time of transfer of each Aircraft and the Spares PackageClosing Date, as follows: (1a) Buyer is a limited liability company duly organizedformed, validly existing and in good standing under the laws of Delaware, is authorized to consummate the state transaction set forth herein and fulfill all of Delaware. Buyer its obligations hereunder and under all closing documents to be executed by ▇▇▇▇▇, and has all requisite necessary power to execute and authority to enter into and perform its obligations under deliver this Agreement and the other all closing documents referred to herein to which Buyer is a party (the “Buyer Documents”). (2) This Agreement has beenbe executed by ▇▇▇▇▇, and on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, duly authorized, executed perform all of Buyer’s obligations hereunder and delivered by Buyerthereunder. This Agreement constitutes, and all closing documents to be executed by ▇▇▇▇▇ have been duly authorized by all requisite corporate or other required action on the other part of Buyer Documents, when executed and delivered, will constitute, are the legal, valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its their respective terms. Neither the execution and delivery of this Agreement and all closing documents to be executed by ▇▇▇▇▇, except as enforcement nor the performance of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium obligations of Buyer hereunder or similar laws affecting enforcement of creditors’ rights generally, and by general principles of equity. (3) None of the execution, delivery or performance by Buyer of this Agreement, or any of the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and therebythereunder, will contravene result in the violation of any applicable law binding on Buyer or any of its property, or any provision of the certificate organizational documents of incorporation Buyer or bywill conflict with any order or decree of any court or governmental instrumentality of any nature by which ▇▇▇▇▇ is bound; (b) No petition has been filed by or against Buyer under the Federal Bankruptcy Code or any similar State or Federal Law; (c) Neither Buyer nor, to Buyer’s actual knowledge, its affiliates, is in violation of any Anti-laws Money Laundering and Anti-Terrorism Laws. Neither Buyer nor, to Buyer’s actual knowledge, its affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State, or other U.S. government agencies, all as may be amended from time to time. Neither Buyer nor, to Buyer’s actual knowledge, its affiliates or, without inquiry, any of its brokers or other agents, in any capacity in connection with the sale of the Properties (A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists referenced above, (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and Anti-Terrorism Laws. Neither Buyer, nor any person controlling or will result controlled by Buyer, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable anti-money laundering or anti-bribery laws and regulations (including funds being derived from any person, entity, country or territory on a breach Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)); (d) Buyer is not, and is not acting on behalf of, (a) a Plan, (b) an entity or account the assets of which constitute “plan assets” of one or more such Plans within the meaning of Department of Labor Regulation 29 CFR Section 2510.3-101, as modified by Section 3(42) of ERISA or (c) a default under, or contravene any provision of, any mortgage, deed “governmental plan” within the meaning of trust, indenture or other material agreement or instrument to which Section 3(32) of ERISA; (e) Buyer has not incurred indebtedness in excess of eighty percent (80%) of the Purchase Price in connection with funding the Purchase Price; (f) If Buyer is a party disregarded entity for federal income tax purposes, Buyer, the most immediate parent company of Buyer that is not a disregarded entity for federal income tax purposes and owns the entire equity interest of Buyer (directly or by which indirectly) (“Buyer’s Non-Disregarded Parent”), and any subsidiary of Buyer’s Non-Disregarded Parent that owns the entire equity interest in Buyer (directly or all indirectly), have not incurred indebtedness, collectively, in excess of eighty percent (80%) of the Purchase Price in connection with funding the Purchase Price or any of its property making capital contributions directly or assets may be bound.indirectly to Buyer to fund the Purchase Price, as applicable; and (4g) None of the execution, delivery or performance by Buyer For purposes of this Agreement or the other Buyer DocumentsAgreement, or the consummation by Buyer of the transactions contemplated hereby and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any Buyer Document, except such as have been“to Buyer’s knowledge”, or will be, obtained, effected, waived or paid on or prior to the Closing Date. (5) There are no pending or, “to the best of Buyer’s knowledge”, threatened investigationsor like phrases mean the actual knowledge of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, suits with no duty of inquiry, an individual in Buyer’s organization expected to have knowledge of the matters set forth in this Agreement; provided, however, that so qualifying Buyer’s knowledge shall in no event give rise to any personal liability on the part of such individual (or proceedings against Buyer any other officer, director or affecting employee of Buyer or its properties, that, if determined adversely, would adversely affect the consummation affiliates) on account of the transaction contemplated by, or performance by Buyer of its obligations under this Agreement. (6) Buyer is not in any breach of any law that would have an adverse effect on representation, warranty or covenant by Buyer or on Buyer’s ability to perform its obligations under, this Agreement or the other Buyer Documentsherein.

Buyer’s Representations. Buyer hereby represents and warrants to Seller as of that on the date hereof and as of on the time of transfer of each Aircraft and the Spares Package, as followsDelivery Date: (1a) Buyer is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the state State of Delaware. Buyer , and has all the requisite power to own its assets and authority to carry on its business as it is being conducted, and to enter into into, deliver, and perform its obligations under under, this Agreement Agreement, the Technical Acceptance Certificates and the other documents referred to herein to which Delivery Receipts. The execution and delivery by Buyer is a party (the “Buyer Documents”). (2) This Agreement has beenof, and on or prior to the applicable Closing Dateperformance of its obligations under, this Agreement, the applicable Technical Acceptance Certificates and the Delivery Receipts have been duly authorized by all necessary corporate action, do not require any stockholder approval, or approval or consent of any trustee or holders of any indebtedness or obligation of Buyer, or any approval of any court or governmental authority, and do not and will not contravene any law, governmental rule, regulation or order binding on Buyer Documents will have been[***]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOUILD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] or any of its [***]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOUILD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] assets, duly authorized, executed and delivered by or the Certificate of Incorporation or Bylaws of Buyer. This Agreement constitutesAgreement, the Technical Acceptance Certificates and the other Buyer Documents, when executed and delivered, will constitute, Delivery Receipts constitutes the legal, valid and binding obligation obligations of Buyer, enforceable against Buyer it in accordance with its their terms, except as enforcement of the terms hereof and thereof same may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting enforcement the rights of creditors’ rights generally, creditors generally and by general principles of equity. (3b) None of Neither the execution, execution and delivery or performance by Buyer of this Agreement, the Technical Acceptance Certificates or any the Delivery Receipts, nor the purchase of the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, will contravene any applicable law binding on Buyer or any of its property, or any provision of the certificate of incorporation or by-laws of Buyer, or will result in a breach of, or constitute a default under, or contravene any provision of, any mortgage, deed of trust, indenture or other material agreement or instrument to which Buyer is a party or by which Buyer or all or any of its property or assets may be bound. (4) None of the execution, delivery or performance by Buyer of this Agreement or the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, Equipment hereunder requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any Buyer Document, except such as have been, or will be, obtained, effected, waived or paid on or prior to the Closing Datethird party. (5c) There are no pending or, to the best knowledge of Buyer’s knowledge, threatened investigations, suits actions or proceedings against Buyer before any court, administrative agency or affecting Buyer or its properties, thattribunal which, if adversely determined adverselyto Buyer, would materially adversely affect the consummation ability of Buyer to consummate the transaction transactions contemplated by, or performance by Buyer of its obligations under this Agreementhereby. (6) Buyer is not in breach of any law that would have an adverse effect on Buyer or on Buyer’s ability to perform its obligations under, this Agreement or the other Buyer Documents.

Buyer’s Representations. The Buyer hereby represents represents, covenants and warrants to the Seller as of the date hereof and as of the time of transfer of each Aircraft and the Spares Package, as followsfollowing: (1a) The Buyer is a limited liability company duly organized, incorporated and validly existing and in good standing under the laws of the state its country of Delawareincorporation and has full legal right, power and authority to enter into this Agreement and any other documents to which it is, or may become, a party which are referred to in this Agreement and to perform its obligations hereunder and thereunder. The Buyer has all requisite power and authority to enter into and perform its obligations under this Agreement and those documents and the execution and delivery of this Agreement and those documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorised and no other corporate proceeding on the part of the Buyer is necessary to authorise the execution and delivery of this Agreement and any other documents relating thereto or to consummate the transactions contemplated hereby or thereby; (b) The execution or delivery of this Agreement and the other documents to which the Buyer is, or may become, a party which are referred to herein to which Buyer is a party (the “Buyer Documents”). (2) This Agreement has been, and on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, duly authorized, executed and delivered by Buyer. This Agreement constitutes, and the other Buyer Documents, when executed and delivered, will constitute, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforcement of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting enforcement of creditors’ rights generally, and by general principles of equity. (3) None of the execution, delivery or performance by Buyer of this Agreement, or any and completion of the other Buyer Documentsall transactions contemplated hereby, will not either now, or the consummation by Buyer after notice or lapse of the transactions contemplated hereby and thereby, will contravene any applicable law binding on Buyer or any of its propertytime, or any provision of the certificate of incorporation or by-laws of Buyerboth: 1. conflict with, or will violate, result in a breach ofor right of termination or acceleration under or require any consent or authorization under any of the terms, conditions or constitute a default under, or contravene any provision of, provisions of any mortgage, deed of trustindenture, indenture agreement, loan, guarantee, note, bond, permit, license, lease, grant, patent, or other material agreement undertaking or instrument authorisation, written or oral, to or by which the Buyer is a party or by which Buyer is bound; 2. conflict with, result in a breach of or all or require any consent under any of its property the terms, conditions or assets may be boundprovisions of the Buyer’s certificate of incorporation, by-laws or equivalent governing instruments; or 3. result in a violation by the Buyer of any judgment, decree, order (including an executive order), award, writ, injunction or decree applicable to, or binding upon, the Buyer. (4c) None of This Agreement will be conducted in accordance with: (i) all applicable United States export and re-export controls and economic sanctions, including the executionInternational Emergency Economic Powers Act, delivery the Export Administration Regulations and all other applicable economic sanctions laws and regulations, including the regulations set forth in 31 CFR Chapter V; and (ii) other applicable economic sanctions and export control laws in other countries in which the Buyer does business. The Buyer warrants and covenants that it will not transfer, export or performance by Buyer re-export the items that are subject of this Agreement to: Iran, Sudan, Cuba, Syria or North Korea; entities owned or controlled by the other Buyer Documentsgovernments of Iran or Sudan; any Cuban national, wherever located; or any individual or entity included on the consummation List of Specially Designated Nationals and Blocked Persons maintained by the US Treasury Department’s Office of Foreign Assets Control, except to the extent appropriate licenses are first obtained by Buyer of the transactions contemplated hereby and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any Buyer Document, except such as have been, or will be, obtained, effected, waived or paid on or prior to the Closing Datepurpose. (5) There are no pending or, to the best of Buyer’s knowledge, threatened investigations, suits or proceedings against Buyer or affecting Buyer or its properties, that, if determined adversely, would adversely affect the consummation of the transaction contemplated by, or performance by Buyer of its obligations under this Agreement. (6) Buyer is not in breach of any law that would have an adverse effect on Buyer or on Buyer’s ability to perform its obligations under, this Agreement or the other Buyer Documents.

Buyer’s Representations. In addition to the representations and warranties contained elsewhere in this Agreement, Buyer hereby represents makes the following representations and warrants warranties to and for the benefit of Seller, each of which representations and warranties in this Agreement (i) is material and being relied on by Seller, (ii) is made as an inducement to Seller to enter into this Agreement and consummate the transaction contemplated hereby, (iii) is true in all respects as of the date hereof of this Agreement, and as (iv) shall survive the Initial Closing for a period of the time of transfer of each Aircraft and the Spares Package, as followsone year: (1a) There is no litigation, action or administrative proceeding pending or, to the best of Buyer's knowledge, threatened, which does or will materially and adversely affect Buyer's ability to perform its obligations under this Agreement or any documents executed by Buyer pursuant to this Agreement. (b) To the best of Buyer's knowledge, none of the representations or warranties in this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement of facts contained therein not misleading. (c) Buyer is not the subject of any voluntary or involuntary proceedings in bankruptcy, reorganization or similar proceedings under the Federal bankruptcy laws or under any state laws relating to the protection of debtors, nor has Buyer made any general assignment for the benefit of creditors and, to the best of Buyer's knowledge, no involuntary proceedings in bankruptcy against Buyer have been threatened. (d) Buyer is a limited liability company corporation, duly organized, validly existing and in good standing under the laws of the state State of Delaware. Buyer has all requisite Colorado, with full corporate power and authority authority, and duly qualified to enter into and perform all of its obligations under this Agreement and the other any documents referred to herein to which Buyer is a party (the “Buyer Documents”). (2) This Agreement has been, and on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, duly authorized, executed and delivered by Buyer. This Agreement constitutes, and the other Buyer Documents, when executed and delivered, will constitute, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforcement of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting enforcement of creditors’ rights generally, and by general principles of equity. (3) None of the execution, delivery or performance by Buyer pursuant hereto; Buyer has the full right and authority to enter into this Agreement and consummate the sale, transfer and assignment contemplated by it. The person or persons signatory to this Agreement on behalf of this Agreement, or any of Buyer have full power and authority to bind Buyer; the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby execution and thereby, will contravene any applicable law binding on Buyer or any of its property, or any provision of the certificate of incorporation or by-laws of Buyer, or will result in a breach of, or constitute a default under, or contravene any provision of, any mortgage, deed of trust, indenture or other material agreement or instrument to which Buyer is a party or by which Buyer or all or any of its property or assets may be bound. (4) None of the execution, delivery or performance by Buyer of this Agreement and any documents executed by Buyer pursuant hereto shall not constitute or the other Buyer Documents, result in a violation or the consummation breach by Buyer of the transactions contemplated hereby any judgment, order, writ, injunction or decree issued or imposed upon Buyer, or result in a violation of any Laws and therebyRestrictions; and no approval, requires the consent or approval ofconsent, the giving of notice toorder, the registrationauthorization, recording designation, or filing (other than recording), except of a ministerial nature, by or with any documents with, judicial or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions is required in conjunction with Buyer's execution of this Agreement or any Buyer Document, except such as have been, or will be, obtained, effected, waived or paid on or prior to and the Closing Date. (5) There are no pending or, to the best of Buyer’s knowledge, threatened investigations, suits or proceedings against Buyer or affecting Buyer or its properties, that, if determined adversely, would adversely affect the consummation of the transaction contemplated by, or performance by Buyer of its obligations under this Agreementhereunder. (6) Buyer is not in breach of any law that would have an adverse effect on Buyer or on Buyer’s ability to perform its obligations under, this Agreement or the other Buyer Documents.

Buyer’s Representations. Buyer hereby represents and warrants to Seller effective as of the date hereof Effective Date and as of the time of transfer of each Aircraft and the Spares PackageClosing Date, as follows: (1a) Buyer is a limited liability company duly organizedformed, validly existing and in good standing under the laws of Delaware, is authorized to consummate the state transaction set forth herein and fulfill all of Delaware. Buyer its obligations hereunder and under all closing documents to be executed by Buyer, and has all requisite necessary power to execute and authority to enter into and perform its obligations under deliver this Agreement and the other all closing documents referred to herein to which Buyer is a party (the “Buyer Documents”). (2) This Agreement has beenbe executed by Buyer, and on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, duly authorized, executed perform all of Buyer’s obligations hereunder and delivered by Buyerthereunder. This Agreement constitutes, and all closing documents to be executed by Buyer have been duly authorized by all requisite corporate or other required action on the other part of Buyer Documents, when executed and delivered, will constitute, are the legal, valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its their respective terms. Neither the execution and delivery of this Agreement and all closing documents to be executed by Buyer, except as enforcement nor the performance of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium obligations of Buyer hereunder or similar laws affecting enforcement thereunder will result in the violation of creditors’ rights generally, and by general principles of equity. (3) None of the execution, delivery or performance by Buyer of this Agreement, or any of the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, will contravene any applicable law binding on Buyer or any of its property, or any provision of the certificate organizational documents of incorporation or by-laws of Buyer, Buyer or will result in a breach of, conflict with any order or constitute a default under, decree of any court or contravene governmental instrumentality of any provision of, any mortgage, deed of trust, indenture or other material agreement or instrument to nature by which Buyer is a party bound; (b) No petition has been filed by or against Buyer under the Federal Bankruptcy Code or any similar State or Federal Law; (c) Neither Buyer nor, to Buyer’s actual knowledge, its affiliates, is in violation of any Anti-Money Laundering and Anti-Terrorism Laws. Neither Buyer nor, to Buyer’s actual knowledge, its affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by which the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State, or other U.S. government agencies, all as may be amended from time to time. Neither Buyer or all or nor, to Buyer’s actual knowledge, its affiliates or, without inquiry, any of its brokers or other agents, in any capacity in connection with the sale of the Property (A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists referenced above, (B) deals in, or otherwise engages in any transaction relating to, any property or assets may be bound.interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and Anti-Terrorism Laws. Neither Buyer, nor any person controlling or controlled by Buyer, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable anti-money laundering or anti-bribery laws and regulations (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)); (4d) None Buyer is not, and is not acting on behalf of, (a) a Plan, (b) an entity or account the assets of which constitute “plan assets” of one or more such Plans within the meaning of Department of Labor Regulation 29 CFR Section 2510.3-101, as modified by Section 3(42) of ERISA or (c) a “governmental plan” within the meaning of Section 3(32) of ERISA; (e) Buyer has not incurred indebtedness in excess of eighty percent (80%) of the executionPurchase Price in connection with funding the Purchase Price; (f) If Buyer is a disregarded entity for federal income tax purposes, delivery or performance by Buyer of this Agreement or the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, requires the consent or approval ofBuyer, the giving most immediate parent company of notice toBuyer that is not a disregarded entity for federal income tax purposes and owns the entire equity interest of Buyer (directly or indirectly) (“Buyer’s Non-Disregarded Parent”), the registration, recording or filing of and any documents with, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any Buyer Document, except such as have been, or will be, obtained, effected, waived or paid on or prior to the Closing Date. (5) There are no pending or, to the best subsidiary of Buyer’s knowledgeNon-Disregarded Parent that owns the entire equity interest in Buyer (directly or indirectly), threatened investigationshave not incurred indebtedness, suits or proceedings against Buyer or affecting Buyer or its propertiescollectively, that, if determined adversely, would adversely affect the consummation in excess of eighty percent (80%) of the transaction contemplated byPurchase Price in connection with funding the Purchase Price or making capital contributions directly or indirectly to Buyer to fund the Purchase Price, or performance by Buyer of its obligations under this Agreement. (6) Buyer is not in breach of any law that would have an adverse effect on Buyer or on Buyer’s ability to perform its obligations under, this Agreement or the other Buyer Documents.as applicable; and

Buyer’s Representations. Buyer hereby represents and warrants Buyer Parent represent and warrant to Seller as of the date hereof and as of the time of transfer of each Aircraft and the Spares Package, as followsthis Agreement: (1) 3.1 Buyer is a Delaware limited liability company which is duly organized, validly existing existing, and in good standing under the laws of the state of DelawareBuyer’s organization. Buyer has all requisite the full power and authority to enter into own its properties and perform to transact the businesses in which it is presently engaged or presently proposes to engage. 3.2 Buyer Parent is a Maryland corporation which is duly organized, validly existing, and in good standing under the laws of the state of Buyer Parent organization. Buyer Parent has the full power and authority to own its obligations under properties and to transact the businesses in which it is presently engaged or presently proposes to engage. 3.3 The execution, delivery, and performance of this Agreement and the other documents referred to herein to which Buyer is a party (the “Buyer Documents”). (2) This Agreement has been, and on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, duly authorized, executed and delivered by Buyer. This Agreement constitutes, and the other Buyer Documents, when executed and delivered, will constitute, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforcement of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting enforcement of creditors’ rights generally, and by general principles of equity. (3) None of the execution, delivery or performance by Buyer of this Agreementand Buyer Parent, or any of the other Buyer Documents, or the consummation have been duly authorized by all necessary action by Buyer and Buyer Parent; do not require the consent or approval of the transactions contemplated hereby any other person, regulatory authority or governmental body; and therebydo not conflict with, will contravene any applicable law binding on Buyer or any of its property, or any provision of the certificate of incorporation or by-laws of Buyer, or will result in a breach violation of, or constitute a default underunder (a) any provision of its articles of incorporation, or contravene bylaws, or any provision of, any mortgage, deed of trust, indenture agreement or other material agreement or instrument to which Buyer is a party or by which binding upon Buyer or all Buyer Parent or (b) any of its property law, governmental regulation, court decree, or assets may be boundorder applicable to Buyer or Buyer Parent. (4) None of the execution, delivery or performance 3.4 This Agreement given by Buyer and Buyer Parent when delivered, constitutes legal, valid and binding obligations of this Agreement or Buyer and Buyer Parent, enforceable against the Buyer and Buyer Parent in accordance with its respective terms (subject, as to enforceability, to limitations resulting from bankruptcy, insolvency, and other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any Buyer Document, except such as have been, or will be, obtained, effected, waived or paid on or prior to the Closing Datesimilar laws affecting creditors’ rights generally). (5) 3.5 There are no pending actions, suits or proceedings pending, or, to the best knowledge of Buyer’s knowledgeeach, threatened investigations, suits or proceedings against Buyer or affecting Buyer or its propertiesParent, that, which if determined adversely, would adversely may affect the consummation ability of the transaction contemplated by, or performance by Buyer of its obligations under this Agreement. (6) Buyer is not in breach of any law that would have an adverse effect on Buyer or on Buyer’s ability such party to perform its obligations underhereunder. 3.6 The financial statements, this Agreement or if any, of the other Buyer Documentsand Buyer Parent provided to Seller prior to the date hereof are true and correct in all material respects. 3.7 Buyer and Buyer Parent understand and agree that Seller is relying upon the above representations and warranties in extending certain accommodations hereunder.

Buyer’s Representations. Buyer hereby represents and warrants to Seller as of the date hereof and as of the time of transfer of each Aircraft and the Spares Package, as followsthat: (1a) Buyer is a limited liability company corporation duly organized, validly organized and legally existing and in good standing under the laws of the its state of Delawareorganization. Buyer is qualified to do business in the State of Oklahoma and is in good standing, or will be at Closing. (b) Buyer has all requisite full power and authority ability to enter into and perform its obligations under this Agreement (including, but not limited to the payment of the Purchase Price at Closing) and the other documents referred has taken all necessary action to herein to which Buyer is a party (the “Buyer Documents”)enter into this Agreement and perform its obligations hereunder. (2c) This Agreement has been, Buyer's execution and on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, duly authorized, executed and delivered by Buyer. This Agreement constitutes, and the other Buyer Documents, when executed and delivered, will constitute, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforcement of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting enforcement of creditors’ rights generally, and by general principles of equity. (3) None of the execution, delivery or performance by Buyer of this Agreement, or any the consummation of the other Buyer Documentstransaction contemplated hereby, or and Buyer's compliance with the consummation by Buyer of the transactions contemplated hereby and therebyterms hereof, will contravene any applicable law binding on Buyer or any of its property, or any provision of the certificate of incorporation or by-laws of Buyer, or will not result in a breach of, or constitute a any default under, or contravene under any provision of, any mortgage, deed of trust, indenture or other material agreement or instrument to which Buyer is a party or by which the Properties are bound that would be material to this transaction. Buyer's execution and delivery of this Agreement will not violate any contractual provision, order, writ, injunction, decree, statute, rule, or regulation applicable to Buyer or all to the Properties that would be material to this transaction, except the following: (i) Any waivers of preferential rights to purchase that must be obtained from third parties; (ii) Compliance with the "HSR Act;" and, (iii) Any approvals that must be obtained from governmental entities who are lessors under leases included in the Properties (or any of its property or assets may be boundwho administer such leases for such lessors) and that are customarily obtained post-closing. (4d) None This Agreement and the Assignment and Bill of the execution, delivery or performance by Buyer of this Agreement or the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby Sale provided for i▇ Section 14.(a)(i) hereof and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect ofdocumentation provided for herein to be executed by Buyer, any United States federal or state governmental authority or will, when executed and delivered, constitute the terms legal, valid, and provisions binding obligations of this Agreement or any Buyer DocumentBuyer, enforceable according to their terms, except such as have beenlimited by bankruptcy or other laws applicable generally to creditor's rights and as limited by general, or will be, obtained, effected, waived or paid on or prior to the Closing Dateequitable principles. (5e) There are no pending orsuits, to actions, or other proceedings in which Buyer is a party that materially affect the best execution and delivery of Buyer’s knowledge, threatened investigations, suits this Agreement or proceedings against Buyer or affecting Buyer or its properties, that, if determined adversely, would adversely affect the consummation of the transaction contemplated by, or performance by Buyer of its obligations under this Agreementhereby. (6f) Buyer is a knowledgeable purchaser, owner, and operator of oil and gas properties, has the ability to evaluate, and has evaluated, the Properties for purchase, and is acquiring the Properties for its own account and not with the intent to make a distribution within the meaning of the Securities Act of 1933, as amended (and the rules and regulations pertaining thereto), or a distribution thereof in breach violation of any law that would have an adverse effect on Buyer other applicable securities laws, rules, or on Buyer’s ability to perform its obligations under, this Agreement or the other Buyer Documentsregulations.

Buyer’s Representations. Buyer hereby represents and warrants to Seller that as of the date hereof the following representations and as of warranties are true in all material respects and shall be true in all material respects on the time of transfer of each Aircraft and the Spares Package, as followsClosing: (1a) Buyer is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the state State of DelawareIllinois. At the Closing Date, Buyer or its permitted assignee will be authorized to do business in the State of Nevada. Buyer has all requisite full power and authority to enter into execute and deliver this Agreement and all other documents now or hereafter to be executed and delivered by it pursuant to this Agreement (the “Buyer’s Documents”) and to perform its all obligations arising under this Agreement and the other documents referred to herein to which Buyer is a party (the “Buyer Buyer’s Documents”). (2) This Agreement has been, and on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, duly authorized, executed and delivered by Buyer. This Agreement constitutes, and the other Buyer Documents, when executed and delivered, Buyer’s Documents will each constitute, the legal, valid and binding obligation obligations of Buyer, enforceable against Buyer in accordance with its their respective terms, except as enforcement of the terms hereof covenants and thereof may be limited by applicable conditions, subject to bankruptcy, insolvency, reorganization, liquidation, moratorium or reorganization and other similar laws affecting the enforcement of creditors’ rights generally, and except as may be limited by general principles of equityequitable principles. Each person or entity comprising Buyer has duly authorized and approved this Agreement and the transaction contemplated hereby. (3b) None This Agreement and the Buyer’s Documents do not and will not contravene any provision of the executionorganizational documents of Buyer, delivery or performance by Buyer of this Agreementany judgment, order, decree, writ, injunction or any of the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, will contravene any applicable law agreement binding on Buyer or any of its propertyBuyer, or any provision of the certificate of incorporation any existing law or by-laws of Buyer, or will result in a breach of, or constitute a default under, or contravene any provision of, any mortgage, deed of trust, indenture or other material agreement or instrument regulation to which Buyer is a party or by which Buyer or all or any of its property or assets may be is bound. (4) None of the execution, . The execution and delivery or performance by Buyer of this Agreement or the other Buyer Documents, or and the consummation by Buyer of the transactions contemplated hereby do not and therebywill not require (except to the extent, requires specifically set forth herein) any consent by any third party (including, without limitation, the consent or approval of, the giving of notice to, the registration, recording or filing of any documents withdirect or indirect partner of Buyer). (c) Notwithstanding anything to the contrary set forth in this Agreement, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any Buyer Document, except such as have been, or will be, obtained, effected, waived or paid on or if prior to the Closing Date, Buyer has or obtains knowledge that any of Seller’s representations or warranties set forth in Article VIII are untrue in any respect, and Buyer nevertheless proceeds with the Closing, then the breach by Seller of the representations and warranties as to which Buyer shall have such knowledge shall be deemed waived by Buyer, such representations and warranties shall be deemed modified to conform them to the information that Buyer shall have knowledge of and Seller shall have no liability to Buyer or its successors or assigns in respect thereof. Buyer shall promptly notify Seller in writing within two (2) Business Days if Buyer has or obtains knowledge that any of Seller’s representations or warranties set forth in Article VIII are untrue in any respect. (5d) There are no pending or, to the best of To Buyer’s knowledge, no litigation, or governmental or agency proceeding or investigation is pending or threatened investigations, suits or proceedings against Buyer which would materially impair or affecting Buyer or its properties, that, if determined adversely, would adversely affect the consummation of the transaction contemplated by, or performance by Buyer of its obligations under this Agreement. (6) Buyer is not in breach of any law that would have an adverse effect on Buyer or on Buyer’s ability to perform its obligations under, under this Agreement and consummate the transactions contemplated herein. (e) Buyer has the financial wherewithal to perform its obligations hereunder, and Buyer is not the subject of any bankruptcy, reorganization, insolvency or the other Buyer Documentssimilar proceedings.

Buyer’s Representations. Buyer hereby represents ▇▇▇▇▇ makes the following representations and warrants warranties to Seller as of the date hereof and as of the time of transfer of each Aircraft and the Spares Package, as followsSeller: (1a) Buyer is a duly formed, validly existing limited liability company duly organized, validly existing and in good standing under the laws of the state of Delaware. Buyer has all requisite power , is in good standing, and authority is authorized to enter into and perform its obligations under this Agreement and consummate the other documents referred transactions contemplated hereby; each individual executing this Agreement on Buyer’s behalf is authorized to herein to which Buyer is a party (do so and this Agreement constitutes the “Buyer Documents”). (2) This Agreement has been, and on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, duly authorized, executed and delivered by Buyer. This Agreement constitutes, and the other Buyer Documents, when executed and delivered, will constitute, the legal, valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforcement of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting enforcement of creditors’ rights generally, and by general principles of equity. (3b) None No authorization, consent, approval of any governmental authority (including courts) is required for the execution and delivery by ▇▇▇▇▇ of this Agreement or the performance of its obligations hereunder. (c) ▇▇▇▇▇’s taxpayer identification number is ▇▇-▇▇▇▇▇▇▇. (d) ▇▇▇▇▇ has full right, power and authority and is duly authorized to enter into this Agreement, to perform each of these covenants on its part to be performed hereunder and to execute and deliver, and to perform its obligations under all documents required to be executed and delivered by it pursuant to this Agreement, and this Agreement constitutes the valid and binding obligation of Buyer enforceable in accordance with its terms. (e) The execution and delivery of this Agreement has been duly authorized by all necessary action on the part of Buyer. This Agreement has been duly executed and delivered by ▇▇▇▇▇. (f) There are no actions, suits or proceedings pending, or, to the knowledge of Buyer, threatened, against or affecting Buyer, which, if determined adversely to Buyer, would adversely affect its ability to perform its obligations hereunder. (g) Neither the execution, delivery or performance by Buyer of this Agreement, Agreement nor compliance herewith (i) conflicts or any of the other Buyer Documents, will conflict with or the consummation by Buyer of the transactions contemplated hereby and thereby, will contravene any applicable law binding on Buyer or any of its property, or any provision of the certificate of incorporation or by-laws of Buyer, results or will result in a breach of, of or constitutes or will constitute a default underunder (A) the articles of incorporation, by-laws or other organizational certificate(s) or formation documents of Buyer, (B) to the best of Buyer’s knowledge, any law or any order, writ, injunction or decree of any court or governmental authority, or contravene (C) any provision of, any mortgage, deed of trust, indenture or other material agreement or instrument to which Buyer is a party or by which Buyer it is bound or all (ii) results in the creation or imposition of any of lien, charge or encumbrance upon its property pursuant to any such agreement or assets may be boundinstrument. (4) None of the execution, delivery or performance by Buyer of this Agreement or the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any Buyer Document, except such as have been, or will be, obtained, effected, waived or paid on or prior to the Closing Date. (5) There are no pending or, to the best of Buyer’s knowledge, threatened investigations, suits or proceedings against Buyer or affecting Buyer or its properties, that, if determined adversely, would adversely affect the consummation of the transaction contemplated by, or performance by Buyer of its obligations under this Agreement. (6) Buyer is not in breach of any law that would have an adverse effect on Buyer or on Buyer’s ability to perform its obligations under, this Agreement or the other Buyer Documents.

Buyer’s Representations. Buyer hereby represents and warrants to to, and covenants with, Seller effective as of the date hereof Effective Date and as of the time of transfer of each Aircraft and the Spares PackageClosing Date, as follows: (1a) Buyer is a limited liability company duly organizedformed, validly existing and in good standing under the laws of Delaware, is authorized to consummate the state transaction set forth herein and fulfill all of Delaware. Buyer its obligations hereunder and under all closing documents to be executed by Buyer, and has all requisite necessary power to execute and authority to enter into and perform its obligations under deliver this Agreement and the other all closing documents referred to herein to which Buyer is a party (the “Buyer Documents”). (2) This Agreement has beenbe executed by Buyer, and on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, duly authorized, executed perform all of Buyer’s obligations hereunder and delivered by Buyerthereunder. This Agreement constitutes, and all closing documents to be executed by Buyer have been duly authorized by all requisite corporate or other required action on the other part of Buyer Documents, when executed and delivered, will constitute, are the legal, valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its their respective terms. Neither the execution and delivery of this Agreement and all closing documents to be executed by Buyer, except as enforcement nor the performance of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium obligations of Buyer hereunder or similar laws affecting enforcement thereunder will result in the violation of creditors’ rights generally, and by general principles of equity. (3) None of the execution, delivery or performance by Buyer of this Agreement, or any of the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, will contravene any applicable law binding on Buyer or any of its property, or any provision of the certificate organizational documents of incorporation or by-laws of Buyer, Buyer or will result in a breach of, conflict with any order or constitute a default under, decree of any court or contravene governmental instrumentality of any provision of, any mortgage, deed of trust, indenture or other material agreement or instrument to nature by which Buyer is a party bound; (b) No petition has been filed by or against Buyer under the Federal Bankruptcy Code or any similar State or Federal Law; (c) Neither Buyer nor, to Buyer’s actual knowledge, its affiliates, is in violation of any laws relating to terrorism, money laundering or the Uniting and Strengthening America by which Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Action of 2001, Public Law 107-56 and Executive Order No. 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) (the “Executive Order”) (collectively, the “Anti-Money Laundering and Anti-Terrorism Laws”). Neither Buyer nor, to Buyer’s actual knowledge, its affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State, or other U.S. government agencies, all or as may be amended from time to time. Neither Buyer nor, to Buyer’s actual knowledge, its affiliates or, without inquiry, any of its brokers or other agents, in any capacity in connection with the sale of the Properties (A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists referenced above, (B) deals in, or otherwise engages in any transaction relating to, any property or assets may be bound.interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and Anti-Terrorism Laws. Neither Buyer, nor any person controlling or controlled by Buyer, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable anti-money laundering or anti-bribery laws and regulations (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)); and (4) None of the execution, delivery or performance by Buyer of this Agreement or the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any Buyer Document, except such as have been, or will be, obtained, effected, waived or paid on or prior to the Closing Date. (5) There are no pending or, to the best of Buyer’s knowledge, threatened investigations, suits or proceedings against Buyer or affecting Buyer or its properties, that, if determined adversely, would adversely affect the consummation of the transaction contemplated by, or performance by Buyer of its obligations under this Agreement. (6d) Buyer is not, and is not in breach acting on behalf of, (a) a Plan, (b) an entity or account the assets of any law that would have an adverse effect on Buyer which constitute “plan assets” of one or on Buyer’s ability to perform its obligations undermore such Plans within the meaning of Department of Labor Regulation 29 CFR Section 2510.3-101, this Agreement as modified by Section 3(42) of ERISA or (c) a “governmental plan” within the other Buyer Documentsmeaning of Section 3(32) of ERISA.

Buyer’s Representations. Buyer The Seller hereby represents acknowledges and warrants to Seller as of agrees that other than the date hereof representations and as of the time of transfer of each Aircraft and the Spares Package, as follows: (1) Buyer is a limited liability company duly organized, validly existing and warranties made in good standing under the laws of the state of Delaware. Buyer has all requisite power and authority to enter into and perform its obligations under this Agreement and the other documents referred to herein to which Buyer is a party (the “Buyer Documents”). (2) This Agreement has been, and on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, duly authorized, executed and delivered by Buyer. This Agreement constitutesArticle V, and the other Buyer DocumentsAncillary Agreements and the certificates delivered under Article VIII, when executed and delivered, will constitute, none of the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforcement of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting enforcement of creditors’ rights generally, and by general principles of equity. (3) None of the execution, delivery or performance by Buyer of this Agreement, Affiliates or any of their respective Representatives has made, and Seller has not relied upon, any representation or warranty, express or implied, at law or in equity, in respect of the other Buyer DocumentsCommon Stock, the Buyer, its respective Subsidiaries, the properties or assets of the Buyer or its Subsidiaries or the consummation by Buyer business of the transactions contemplated hereby and therebyBuyer or its Subsidiaries, will contravene including as to (A) merchantability or fitness for any applicable law binding on particular use or purpose; (B) the operation of the Buyer or any of its propertySubsidiaries; or (C) the probable success or profitability of the Buyer or its Subsidiaries (including the Companies and their respective Subsidiaries after the Closing); (i) other than with respect to the representations and warranties made in Article V, and the Ancillary Agreements and certificates delivered under Article VIII, none of the Buyer, its Affiliates or any provision of their respective Representatives will have or be subject to any liability or indemnification obligation to the certificate of incorporation Seller, its Affiliates or by-laws of Buyerany other Person resulting from the distribution to the Seller, its Affiliates or will result in a breach their respective Representatives of, or constitute a default underthe Seller’s, its Affiliates’ or contravene any provision their respective Representatives’ use of, any mortgageinformation relating to the Buyer and its Subsidiaries, deed including any information, documents or materials made available to the Seller, its Affiliates or their respective Representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of trustthe Seller or its Affiliates or in any other form in connection with the transactions contemplated by this Agreement and (ii) other than the representations and warranties made in Article V, indenture or other material agreement or instrument to which Buyer is a party or by which Buyer or all and the Ancillary Agreements and the certificates delivered under Article VIII, none of the Buyer, its Affiliates or any of their respective Representatives has made or makes, and the Seller has not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Seller, its property Affiliates or assets may be bound. any of their respective representatives of future revenues, future results of operations (4or any component thereof), future cash flows or future financial condition (or any component thereof) None of the executionBuyer, delivery its Subsidiaries or performance by Buyer of this Agreement or their respective businesses (including the other Buyer Documents, or the consummation by Buyer reasonableness of the transactions contemplated hereby and therebyassumptions underlying any of the foregoing), requires the consent whether or approval of, the giving of notice to, the registration, recording not included in any management presentation or filing of any documents with, or the taking of in any other action in respect ofinformation made available to the Seller, any United States federal or state governmental authority or the terms and provisions of this Agreement its Affiliates or any Buyer Documentof their respective representatives or any other Person, except and any such as have been, other representations or will be, obtained, effected, waived or paid on or prior to the Closing Datewarranties are expressly disclaimed. (5) There are no pending or, to the best of Buyer’s knowledge, threatened investigations, suits or proceedings against Buyer or affecting Buyer or its properties, that, if determined adversely, would adversely affect the consummation of the transaction contemplated by, or performance by Buyer of its obligations under this Agreement. (6) Buyer is not in breach of any law that would have an adverse effect on Buyer or on Buyer’s ability to perform its obligations under, this Agreement or the other Buyer Documents.

Buyer’s Representations. Buyer hereby represents and warrants to Seller as of the date hereof and as of the time of transfer of each Aircraft and the Spares Package, as followsthat: (1a) Buyer It is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the state State of Delaware. , and Buyer is or prior to Closing will be duly qualified pursuant to any and all applicable laws, statutes and regulations to own and operate the Assets; (b) It has all requisite power and authority to carry on its business as presently conducted, to enter into this Agreement and the other documents and agreements contemplated hereby, to purchase the Assets on the terms described in this Agreement, and to perform its other obligations under this Agreement and the other documents referred and agreements contemplated hereby. Subject to herein to which Buyer is a party (the “Buyer Documents”). (2) This Agreement has beenSections 18.1, and on or prior to the applicable Closing Date18.2, the applicable Buyer Documents will have been, duly authorized, executed and delivered by Buyer. This Agreement constitutes, and the other Buyer Documents, when executed and delivered, will constitute, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforcement of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting enforcement of creditors’ rights generally, and by general principles of equity. (3) None of the execution, delivery or performance by Buyer of this Agreement, or any of the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and therebyby this Agreement will not violate, will contravene nor be in conflict with, any applicable law binding on Buyer provision of Buyer's charter, by-laws or any of its propertygoverning documents, or any provision of the certificate of incorporation or by-laws of Buyer, or will result in a breach of, or constitute a default under, or contravene any provision of, any mortgage, deed of trust, indenture or other material agreement or instrument to which Buyer is a party or by which Buyer or all it is bound, or any of its property judgment, decree, order, statute, rule or assets may be bound.regulation applicable to Buyer; (4c) None of the The execution, delivery and performance of this Agreement and the transactions contemplated hereunder have been duly and validly authorized by all requisite corporate action on the part of Buyer; (d) This Agreement constitutes, and all documents and instruments required hereunder to be executed and delivered by ▇▇▇▇▇ at Closing will constitute, legal, valid and binding obligations of Buyer in accordance with their respective terms, subject to bankruptcy and other similar laws of general application with respect to creditors; (e) There are no bankruptcy, reorganization or performance by arrangement proceedings pending, being contemplated by, or to the actual knowledge of the officers of Buyer, threatened against Buyer; (f) No broker or finder has acted for or on behalf of Buyer of in connection with this Agreement or the other transactions contemplated by this Agreement, and no broker or finder is entitled to any brokerage or finder's fee or commission in respect thereof based in any way on agreements, arrangements or understandings made by or on behalf of Buyer; (g) Buyer Documentsis now or prior to Closing will be, or and after Closing shall continue to be, qualified to own Federal and State oil, gas and mineral leases in all jurisdictions where any such Subject Interests are located, and the consummation by Buyer of the transactions contemplated hereby will not cause Buyer to be disqualified as such an owner or to exceed any acreage limitation imposed by any law, statute, rule or regulation; (h) Buyer is directly engaged in the business of exploration and therebyproduction of oil, requires the consent gas or approval ofother valuable minerals and derives at least $5,000,000 of annual gross income from such business. Prior to entering into this Agreement, ▇▇▇▇▇ was advised by and has relied solely on its own legal, tax and other professional counsel concerning this Agreement, the giving of notice toAssets and the value thereof. Buyer is acquiring the Assets for its own account and not for distribution or resale in any manner that would violate any state or federal securities law, the registrationrule, recording regulation or filing of any documents with, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms order. Buyer understands and provisions of this Agreement or any Buyer Document, except such as have been, or will be, obtained, effected, waived or paid on or prior to the Closing Date. (5) There are no pending or, to the best of Buyer’s knowledge, threatened investigations, suits or proceedings against Buyer or affecting Buyer or its properties, acknowledges that, if determined adversely, would adversely affect the consummation any of the transaction contemplated byAssets were held to be securities, or performance they would be restricted securities which must be held indefinitely; and (i) Buyer has arranged to have available by the Closing Date sufficient funds to enable the Buyer of to pay in full the Purchase Price, together with all costs and expenses relative thereto, and otherwise to perform its obligations under this Agreement. (6) Buyer is not in breach of any law that would have an adverse effect on Buyer or on Buyer’s ability to perform its obligations under, this Agreement or the other Buyer Documents.

Buyer’s Representations. Buyer hereby represents and warrants to Seller as of the date hereof and as of the time of transfer of each Aircraft and the Spares Package, as followsfollowing: (1) . Buyer has been duly organized and is validly existing as a Delaware limited liability company duly organized, validly existing and in good standing under the laws of the state State of Delaware, and is or will be prior to the Closing qualified to transact business in the state where the Land is located. Buyer has all requisite power the full right and authority to enter into and perform its obligations under this Agreement and to purchase the Property pursuant hereto and to consummate or cause to be consummated the transactions contemplated herein. The person signing this Agreement on behalf of Buyer is authorized to do so. Neither the execution and delivery of this Agreement nor any other documents referred executed and delivered, or to herein be executed and delivered, by Buyer in connection with the transactions described herein, will violate any provision of Buyer’s organizational documents or of any agreements, regulations, or laws to or by which Buyer is a party (the “Buyer Documents”). (2) bound. This Agreement has been, and on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, been duly authorized, executed and delivered by Buyer. This Agreement constitutes, and the other Buyer Documents, when executed and delivered, will constitute, the legal, is a valid and binding obligation of Buyer, Buyer and is enforceable against Buyer in accordance with its terms, except as enforcement of the terms hereof and thereof may be limited by subject to (i) applicable bankruptcy, insolvency, reorganization, liquidationmoratorium, moratorium or similar and other laws affecting enforcement the rights of creditors’ rights creditors generally, ; and by (ii) the exercise of judicial discretion in accordance with general principles of equity. 2. Buyer has obtained all consents and permissions (3if any) None of the execution, delivery or performance by Buyer of this Agreement, or any of the other Buyer Documents, or the consummation by Buyer of related to the transactions herein contemplated hereby and therebyrequired under any covenant, will contravene any applicable agreement, encumbrance, law binding on Buyer or any of its property, or any provision of the certificate of incorporation or by-laws of Buyer, or will result in a breach of, or constitute a default under, or contravene any provision of, any mortgage, deed of trust, indenture or other material agreement or instrument to regulation by which Buyer is a party or by which Buyer or all or any of its property or assets may be bound. (4) None of the execution, delivery or performance by Buyer of this Agreement or the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any Buyer Document, except such as have been, or will be, obtained, effected, waived or paid on or prior to the Closing Date. (5) There are no pending or, to the best of 3. To Buyer’s knowledge, there is no action, suit, arbitration, administrative or judicial administrative proceeding, or unsatisfied order or judgment pending or threatened investigations, suits or proceedings against Buyer or affecting Buyer or its properties, that, if determined adversely, would adversely affect the consummation of the transaction contemplated by, or performance by Buyer of its obligations under this Agreement. (6) Buyer is not , which, if adversely determined, could individually or in breach of any law that would the aggregate have an a material adverse effect on Buyer or on Buyer’s ability to perform its obligations underconsummate the transaction contemplated herein 4. Buyer is not (i) an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, this Agreement as amended (“ERISA”), (ii) a “governmental plan” under Section 3(32) of ERISA, (iii) any plan described in Section 4975 of the Internal Revenue Code, or (iv) an entity whose underlying assets include “plan assets” by reason of the other Buyer Documentsapplication of the ERISA “plan assets” regulation (29 C.F.R. 2510.3-101).

Buyer’s Representations. Buyer hereby represents and warrants to Seller as of the date hereof and as of the time of transfer of each Aircraft and the Spares Package, as followsthat: (1a) Buyer is a limited liability company corporation duly organized, validly organized and legally existing and in good standing under the laws of the its state of Delawareorganization. Buyer is qualified to do business and is in good standing, or will be at Closing, in each of the states in which Properties are located where the laws of such state require a corporation owning the Properties located in such state to qualify to do business. (b) Buyer has all requisite full power and authority to enter into and perform its obligations under this Agreement and the other documents referred has taken all proper action to herein to which Buyer is a party (the “Buyer Documents”)enter this Agreement and perform its obligations hereunder. (2c) This Agreement has been, Buyer's execution and on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, duly authorized, executed and delivered by Buyer. This Agreement constitutes, and the other Buyer Documents, when executed and delivered, will constitute, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforcement of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting enforcement of creditors’ rights generally, and by general principles of equity. (3) None of the execution, delivery or performance by Buyer of this Agreement, or any the consummation of the other Buyer Documentstransaction contemplated hereby, or and Buyer's compliance with the consummation by Buyer of the transactions contemplated hereby and therebyterms hereof, will contravene any applicable law binding on Buyer or any of its property, or any provision of the certificate of incorporation or by-laws of Buyer, or will not result in a breach of, or constitute a any default under, or contravene under any provision of, any mortgage, deed of trust, indenture or other material agreement Agreement or instrument to which Buyer is a party or by which the Properties are bound that would be material to this transaction. Buyer's execution and delivery of this Agreement will not violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer or all to the Properties that would be material to this transaction, except the following: (i) Any consents to assignment or waivers of preferential rights to purchase that must be obtained from third parties; (ii) Compliance with the "HSR Act"; (iii) Any approvals that must be obtained from governmental entities that are lessors under leases included in the Properties (or who administer such leases for such lessors) and that are customarily obtained post-closing; and (iv) Any maintenance of uniform interest provisions contained in any of its property operating or assets may be boundother agreements. (4d) None This Agreement constitutes, and the Assignment and Bill of the executionSale provide▇ ▇or in Section 1.1(a)(i) hereof and any other documentation provided for herein to be executed by Buyer, delivery or performance by Buyer of this Agreement or the other Buyer Documentswill, or the consummation by Buyer of the transactions contemplated hereby when executed and therebydelivered, requires the consent or approval ofconstitute, the giving legal, valid, and binding obligations of notice toBuyer, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any Buyer Documentenforceable according to their terms, except such as have been, limited by bankruptcy or will be, obtained, effected, waived or paid on or prior other laws applicable generally to the Closing Datecreditor's rights and as limited by general equitable principles. (5e) There are no pending orsuits, to actions, or other proceedings, not filed by Buyer, in which Buyer is a party that materially affect the best execution and delivery of Buyer’s knowledge, threatened investigations, suits this Agreement or proceedings against Buyer or affecting Buyer or its properties, that, if determined adversely, would adversely affect the consummation of the transaction contemplated by, or performance by Buyer of its obligations under this Agreementhereby. (6f) Buyer is a knowledgeable purchaser, owner, and operator of oil and gas properties, has the ability to evaluate (and has evaluated or will evaluate prior to Closing) the Properties for purchase, and is acquiring the Properties for its own account and not with the intent to make a distribution within the meaning of the Securities Act of 1933, as amended (and the rules and regulations pertaining thereto), or a distribution thereof in breach violation of any law that would have an adverse effect on other applicable securities laws, rules, or regulations. (g) With regard to those Properties which Buyer seeks to operate, Buyer is, or on Buyer’s ability will become, qualified to perform its obligations underoperate such Properties under the applicable laws, this Agreement or rules and regulations of the other Buyer Documentsjurisdiction in which such Properties are located.

Buyer’s Representations. Buyer hereby represents and warrants to Seller that as of the date hereof and as of the time date of transfer of each Aircraft Closing, the following statements are true and the Spares Package, as followscorrect: (1a) Buyer IDT Corporation is a limited liability company duly organized, organized and validly existing and in good standing under the laws of the state State of Delaware. The execution, delivery and performance of this Agreement and the transactions contemplated herein have been duly and validly authorized by Buyer and Buyer has all requisite full corporate power and authority to enter into execute, deliver and perform its obligations under this Agreement and the transaction herein contemplated. (b) All corporate action of the Buyer necessary to authorize the execution and delivery of this Agreement and the other documents referred to herein to which Buyer is a party (the “Buyer Documents”). (2) This Agreement has been, and on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, duly authorized, agreements being executed and delivered by Buyerin connection herewith has been or will be properly taken. This Upon execution and delivery, this Agreement constitutes, and the all other Buyer Documents, when agreements to be executed and delivered, in connection with this Agreement will constitute, the legal, constitute valid and binding obligation agreements of the Buyer, enforceable against Buyer in accordance with its their respective terms, except as enforcement of the terms hereof and thereof such enforceability may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, liquidation, moratorium reorganization or similar laws affecting enforcement of creditors’ from time to time in effect which affect creditor's rights generally, generally and by general principles of equity. (3c) None of Neither the execution, execution and delivery or performance by Buyer of this Agreement, or any of the other Buyer Documents, or Agreement nor the consummation by Buyer of the transactions contemplated hereby and thereby, will contravene any applicable law binding on Buyer or any of its property, or any provision constitute as of the certificate date of incorporation or by-laws of Buyerthe Closing Date a violation of, or will result be in a breach ofconflict with, or constitute a default underunder (i) any term or provision of the Certification of Incorporation and any amendments thereto or the By-Laws of the Buyer, (ii) any agreement or commitment to which the Buyer is bound or to which its assets are subject, or contravene (iii) any provision ofjudgment, decree, order, regulation or rule of any mortgagecourt or governmental authority, deed of trust, indenture or other material agreement or instrument to which Buyer is a party or by which Buyer or all or any statute or law. No consent of its property any Federal, state or assets may be bound. (4) None of local authority nor any private party is required in connection with the execution, Buyer's execution and delivery or performance by Buyer of this Agreement or and the other Buyer Documents, or the consummation by Buyer Buyer's performance of the transactions contemplated hereby and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any Buyer Document, except such as have been, or will be, obtained, effected, waived or paid on or prior to the Closing Datehereby. (5d) There are no pending The Buyer is not involved in any proceedings by or against it under the Bankruptcy Act. (e) The IDT Stock to be issued to Buyer pursuant to this Agreement, as and when issued to Buyer, will be fully paid and nonassessable, free of any liens, encumbrances, security agreements, equities, options, claims, charges and restrictions. Upon issuance, the IDT Stock to be issued by Buyer will be listed for quotation on the NASDAQ Stock Market (or, if the IDT Stock is not then quoted on the NASDAQ Stock Market, on such other national securities exchange or quotation system on which such stock is then listed or quoted). Upon registration of the IDT Stock in accordance with Section 3 hereof, such IDT Stock will be freely transferable, except for restrictions that may be imposed pursuant to Rule 145 under the Securities Act. Buyer will advise Seller in writing as to any restrictions on transfer, and will advise Seller in writing as to any obligation of Seller to deliver a prospectus in connection with such transfer and, if delivery of a prospectus is required, will provide Seller with an adequate supply of prospectuses from time to time. (f) The copies of IDT Corporation's most recent (i) annual report on Form 10-K ("Form 10-K"); (ii) quarterly reports on Form 10-Q filed since the date of the Form 10-K; (iii) annual report to shareholders; (iv) proxy statement and (v) reports on Form 8-K filed since the date of the Form 10-K, furnished to Buyer are true, correct and complete copies, and all financial and other information contained therein or in any other information provided by Buyer to Seller is true and correct in all material respects. (g) Since the date of Buyer's audited balance sheet included or incorporated by reference in the Form 10-K, there has not been (i) any material adverse change in Buyer's income, business, customers, backlog, sales, profit margins, properties, assets, liabilities, prospects of financial condition; (ii) any fact, event, circumstance, condition or other occurrence which Buyer reasonably believes will result in such adverse change; or (iii) any damage, destruction or loss to the best of Buyer’s knowledge, threatened investigations, suits or proceedings against Buyer or affecting Buyer or its propertiesassets, thatwhether or not covered by insurance, if determined adversely, would materially adversely affect affecting the consummation of the transaction contemplated by, Buyer's assets or performance by Buyer of its obligations under this Agreementbusiness. (6h) Buyer is not Buyer's representations and warranties contained in breach of any law that would have an adverse effect on Buyer or on Buyer’s ability to perform its obligations under, this Agreement and the Schedules furnished to Seller are complete and accurate and do not contain any untrue statement of material fact or the other Buyer Documentsomit any material fact necessary to make such statements not misleading.

Buyer’s Representations. Buyer hereby represents and warrants to Seller as of the date hereof and as of the time of transfer of each Aircraft and the Spares Package, as followsBroker that: (1) 5.1 Each person executing this Agreement on behalf of Buyer has the full right, power and authority to execute this Agreement as or on behalf of Buyer; ▇▇▇▇▇ has the full right, power and authority to Purchase a Property as provided herein, and to perform Buyer's obligations hereunder. 5.2 If Buyer is a limited liability company an Entity, then such Entity is duly organized, validly existing existing, and in good standing under the laws of standing, is qualified to conduct business in the state of Delaware. Buyer where the Property is located and has all the requisite power and authority to enter into and this Agreement, to perform all of its obligations under hereunder, and to consummate the transactions contemplated hereby. 5.3 The execution, delivery and performance of this Agreement by ▇▇▇▇▇ and all agreements, instruments, and documents to be executed by Buyer do not violate the other organizational documents referred of Buyer, or any contract, agreement, commitment, order, judgment, or decree to herein which Buyer is a party, and have been duly authorized by all appropriate and necessary corporate action on the part of Buyer. 5.4 There are no pending, and to the best of ▇▇▇▇▇'s knowledge, threatened actions, suits, arbitrations, claims or proceedings in which Buyer is or will be a party arising from Buyer's failure to pay any commission, fee or compensation due to a real estate broker or salesperson. 5.5 There are no effective, valid or enforceable exclusive or non-exclusive representation or listing agreements to which Buyer is a party with any other broker, salesperson, finder or others for any Property (other than an Excluded Property), and there are no other restrictions, impediments or limitations on Buyer's right, ability and capacity to Purchase a Property or for Broker to be paid the “Buyer Documents”)Compensation as provided in this Agreement. (2) This Agreement has been, and on 5.6 Buyer is not the subject of a pending or prior to the applicable Closing Date, the applicable Buyer Documents will have been, duly authorized, executed and delivered by Buyer. This Agreement constitutes, and the other Buyer Documents, when executed and delivered, will constitute, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforcement of the terms hereof and thereof may be limited by applicable threatened bankruptcy, insolvency, reorganization, liquidation, moratorium probate or similar laws affecting enforcement of creditors’ rights generally, and by general principles of equityconservatorship proceeding. (3) None of the execution, delivery or performance by Buyer of this Agreement, or any of the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, will contravene any applicable law binding on Buyer or any of its property, or any provision of the certificate of incorporation or by-laws of Buyer, or will result in a breach of, or constitute a default under, or contravene any provision of, any mortgage, deed of trust, indenture or other material agreement or instrument to which Buyer is a party or by which Buyer or all or any of its property or assets may be bound. (4) None of the execution, delivery or performance by Buyer of this Agreement or the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any Buyer Document, except such as have been, or will be, obtained, effected, waived or paid on or prior to the Closing Date. (5) There are no pending or, to the best of Buyer’s knowledge, threatened investigations, suits or proceedings against Buyer or affecting Buyer or its properties, that, if determined adversely, would adversely affect the consummation of the transaction contemplated by, or performance by Buyer of its obligations under this Agreement. (6) Buyer is not in breach of any law that would have an adverse effect on Buyer or on Buyer’s ability to perform its obligations under, this Agreement or the other Buyer Documents.

Buyer’s Representations. Buyer hereby represents makes the following representations and warrants to warranties for the benefit of Seller as of the date hereof and as of the time of transfer of each Aircraft and the Spares Package, as followsClosing Date: (1a) Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Delaware. . (b) Buyer has all requisite limited liability company power and authority to enter into execute and perform its obligations under deliver this Agreement and the other documents referred and instruments to herein to which Buyer is a party (the “Buyer Documents”). (2) This Agreement has been, and on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, duly authorized, be executed and delivered by Buyer. This Buyer pursuant hereto and to carry out the transactions contemplated hereby. (c) The execution and delivery of this Agreement constitutes, and the other Buyer Documents, when documents and instruments to be executed and delivered, will delivered by Buyer pursuant hereto and the consummation of the transactions contemplated hereby have been duly authorized by Buyer. No other or further limited liability company act or proceeding on the part of Buyer or its owner is necessary to authorize this Agreement or the other documents and instruments to be executed and delivered by Buyer pursuant hereto or the consummation of the transactions contemplated hereby. (d) This Agreement and the other documents and instruments executed and delivered by Buyer in connection herewith constitute, the legal, valid and binding obligation agreements of Buyer, enforceable against Buyer in accordance with its their respective terms, except as enforcement of the terms hereof and thereof may be limited by subject to applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or and similar laws affecting enforcement of creditors’ rights and remedies generally, and by subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (3e) None of the executionBuyer, delivery or performance by Buyer of this Agreement, its Affiliates or any of Buyer’s or its Affiliates’ respective directors, officers, employees or agents have retained, employed or used any broker or finder in connection with the other Buyer Documents, transactions provided for herein or the consummation by Buyer of the transactions contemplated hereby and therebynegotiation thereof, will contravene any applicable law binding on Buyer or nor are any of its property, or any provision of them responsible for the certificate of incorporation or by-laws of Buyer, or will result in a breach of, or constitute a default under, or contravene any provision of, any mortgage, deed of trust, indenture or other material agreement or instrument to which Buyer is a party or by which Buyer or all or any of its property or assets may be bound. (4) None of the execution, delivery or performance by Buyer of this Agreement or the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing payment of any documents withbroker’s, finder’s or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any Buyer Document, except such as have been, or will be, obtained, effected, waived or paid on or prior to the Closing Datesimilar fees. (5) There are no pending or, to the best of Buyer’s knowledge, threatened investigations, suits or proceedings against Buyer or affecting Buyer or its properties, that, if determined adversely, would adversely affect the consummation of the transaction contemplated by, or performance by Buyer of its obligations under this Agreement. (6) Buyer is not in breach of any law that would have an adverse effect on Buyer or on Buyer’s ability to perform its obligations under, this Agreement or the other Buyer Documents.

Buyer’s Representations. Buyer hereby represents and warrants to Seller as of the date hereof and as of the time of transfer of each Aircraft and the Spares Package, as follows: (1a) Buyer is a limited liability company duly organizedformed, validly existing and existing, in good standing under the laws of Delaware, is qualified to transact business in the state State in which the Property is located, is authorized to consummate the transaction set forth herein and fulfill all of Delaware. Buyer its obligations hereunder and under all closing documents to be executed by Buyer, and has all requisite necessary power to execute and authority to enter into and perform its obligations under deliver this Agreement and the other all closing documents referred to herein to which Buyer is a party (the “Buyer Documents”). (2) This Agreement has beenbe executed by Buyer, and on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, duly authorized, executed perform all of Buyer’s obligations hereunder and delivered by Buyerthereunder. This Agreement constitutes, and all closing documents to be executed by Buyer have been duly authorized by all requisite corporate or other required action on the other part of Buyer Documents, when executed and delivered, will constitute, are the legal, valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its their respective terms. Neither the execution and delivery of this Agreement and all closing documents to be executed by Buyer, except as enforcement nor the performance of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium obligations of Buyer hereunder or similar laws affecting enforcement thereunder will result in the violation of creditors’ rights generally, and by general principles of equity. (3) None of the execution, delivery or performance by Buyer of this Agreement, or any of the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, will contravene any applicable law binding on Buyer or any of its property, or any provision of the certificate organizational documents of incorporation or by-laws of Buyer, Buyer or will result in a breach of, conflict with any order or constitute a default under, decree of any court or contravene governmental instrumentality of any provision of, any mortgage, deed of trust, indenture or other material agreement or instrument to nature by which Buyer is a party bound; (b) No petition has been filed by or by which against Buyer or all under the Federal Bankruptcy Code or any similar State or Federal Law; (c) Neither Buyer nor its affiliates, is in violation of any laws relating to terrorism, money laundering or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Action of 2001, Public Law 107-56 and Executive Order No. 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) (the “Executive Order”) (collectively, the “Anti-Money Laundering and Anti-Terrorism Laws”). Neither Buyer nor its property affiliates, is acting, directly or assets indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State, or other U.S. government agencies, all as may be bound. (4) None of the execution, delivery or performance by amended from time to time. Neither Buyer of this Agreement or the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any Buyer Document, except such as have been, or will be, obtained, effected, waived or paid on or prior to the Closing Date. (5) There are no pending nor its affiliates or, to the best of Buyer’s knowledge, threatened investigationsany of its brokers or other agents, suits or proceedings against Buyer or affecting Buyer or its properties, that, if determined adversely, would adversely affect in any capacity in connection with the consummation sale of the transaction contemplated byProperty (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists referenced above, (ii) deals in, or performance otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and Anti-Terrorism Laws. Neither Buyer, nor any person controlling or controlled by Buyer Buyer, is a country, territory, individual or entity named on a government list, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable anti-money laundering or anti-bribery laws and regulations (including funds being derived from any person, entity, country or territory on a government list or engaged in any unlawful activity defined under Title 18 of its obligations under this Agreement.the United States Code, Section 1956(c)(7)); and (6d) Buyer is not, and is not in breach acting on behalf of, (i) a Plan, (ii) an entity or account the assets of any law that would have an adverse effect on Buyer which constitute “plan assets” of one or on Buyer’s ability to perform its obligations undermore such Plans within the meaning of Department of Labor Regulation 29 CFR Section 2510.3-101, this Agreement as modified by Section 3(42) of ERISA or (c) a “governmental plan” within the other Buyer Documentsmeaning of Section 3(32) of ERISA.

Buyer’s Representations. Buyer hereby represents and warrants to Seller as of the date hereof and as of the time of transfer of each Aircraft and the Spares Package, as follows: (1a) Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the state State of Delaware. Buyer is qualified under applicable law and regulation to own the Interests and, in particular, Buyer is qualified to do business and is in good standing in each of the states, and on the Continental Shelf, Gulf of Mexico, in which the Interests are located. (b) Buyer has all requisite power and the authority to carry on its business as presently conducted, to enter into this Agreement and to perform its obligations under this Agreement and the other documents referred to herein to which Buyer is a party (the “Buyer Documents”)transactions contemplated hereby. (2c) This The execution and delivery of this Agreement has been(i) have been authorized by all necessary action, limited liability company and otherwise, on or prior to the applicable Closing Date, the applicable part of Buyer Documents will have been, duly authorized, executed and delivered by Buyer. This Agreement constitutes(ii) do not, and the other Buyer Documents, when executed and delivered, will constitute, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforcement of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting enforcement of creditors’ rights generally, and by general principles of equity. (3) None of the execution, delivery or performance by Buyer of this Agreement, or any of the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and therebyby this Agreement will not, will contravene any applicable law binding on Buyer violate or be in conflict with Buyer’s organizational documents or any of its propertyagreement, instrument, judgment, order, decree, law or any provision of the certificate of incorporation or by-laws of Buyer, or will result in a breach of, or constitute a default under, or contravene any provision of, any mortgage, deed of trust, indenture or other material agreement or instrument to regulation by which Buyer is a party bound or to which its properties are subject other than (A) necessary filings with and approvals by which Buyer or all or any of its property or assets the MMS, (B) such filings and notifications as may be boundnecessary under the HSR Act and (C) the expiration or termination of the applicable waiting period under the HSR Act. (4d) None Subject to laws and equitable principles affecting the rights of the executioncreditors, delivery or performance by Buyer of this Agreement or the other is a binding obligation of Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any Buyer Document, except such as have been, or will be, obtained, effected, waived or paid on or prior enforceable according to the Closing Date. (5) its terms. There are no bankruptcy nor reorganization proceedings pending or, to the best of Buyer’s knowledge, threatened investigationsagainst Buyer. (e) Buyer has incurred no obligation or liability, suits contingent or otherwise, for brokers’ or finders’ fees related to the transactions contemplated by this Agreement for which Seller may be liable. (f) There are no pending suits, actions or other proceedings in which Buyer is a party (or which have been threatened to be instituted against Buyer Buyer) which affect the execution and delivery of this Agreement or affecting Buyer or its properties, that, if determined adversely, would adversely affect the consummation of the transaction transactions contemplated byhereby. (g) Buyer is a knowledgeable purchaser, or performance owner and operator of oil and gas properties, has the ability to evaluate the Interests for purchase, and is acquiring the Interests for its own account and not with the intent to make a distribution in violation of the Securities Act of 1933, as amended. (h) Buyer has delivered to Seller true and correct copies of the financing commitments from JPMorgan Chase Bank, N.A., J.▇. ▇▇▇▇▇▇ Securities Inc., M▇▇▇▇▇▇ L▇▇▇▇ Capital Corporation and M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated and the provisions related to “market flex” in the related fee letters (the “Commitments” and the financing contemplated thereby, the “Financing”) to provide funds to Buyer in connection with the transactions contemplated hereby. Upon the funding of the Financing, Buyer will have available funds sufficient to (a) pay all amounts required to be paid by Buyer of its obligations under this Agreement. , (6b) pay all expenses that have been or will be incurred by Buyer is in connection with this Agreement and the consummation of the transactions contemplated hereby, (c) provide the working capital required to operate the Interests and (d) satisfy the obligations under the Contracts in a timely manner. The Commitments, in the form so delivered, (i) are in full force and effect, (ii) are legal, valid and binding obligations of Buyer and, to the knowledge of Buyer, the other parties thereto and (iii) have not been amended, modified, withdrawn or rescinded in breach any respect. There are no conditions precedent or other contingencies related to the funding of any law that would have an adverse effect on Buyer the full amount of the Financing, other than as set forth in or on contemplated by the Commitments. To Buyer’s ability knowledge, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer under any term or condition of the Commitments. Buyer has no reason to perform its obligations under, this Agreement believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the other Commitments. Buyer Documentshas fully paid any and all commitment fees that have been incurred and currently are due and payable in connection with the Commitments.

Buyer’s Representations. Buyer hereby represents and warrants to Seller that as ----------------------- of the date hereof and as of the time of transfer of each Aircraft and the Spares Package, as followsClosing Date: (1a) Buyer is a limited liability company duly organized, organized corporation validly existing and in good standing under the laws of West Virginia. Buyer is duly qualified to carry on its business in the state of Delaware. Buyer in which the Properties are located, and has all requisite full power and authority to enter into and perform its obligations under pursuant to this Agreement according to its terms and the other documents referred to herein to which Buyer is a party (the “Buyer Documents”). (2) This this Agreement has been, and on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, been duly authorized, executed and delivered by Buyer. This Agreement constitutes, Buyer and the other Buyer Documents, when executed and delivered, will constitute, the constitutes a legal, valid and binding obligation of Buyeron it, enforceable against Buyer it in accordance with its terms, except as enforcement of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting enforcement of creditors’ rights generally, and by general principles of equity.; and (3b) None of the Buyer's execution, delivery or and performance by Buyer of this Agreement, or any of the other Buyer Documents, or Agreement and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all necessary corporate action and thereby, will contravene any applicable law binding on Buyer not with or any without the giving of its propertynotice or the lapse of time, or both, conflict with or violate any provision of the certificate of incorporation or by-laws of Buyeragreement, or will result in a breach oflaw, or constitute a default underrule, or contravene any provision ofregulation, any mortgageordinance, deed of trust, indenture charter or other material agreement instrument governing either Buyer's organization, management, business affairs or instrument to which Buyer is a party or by which Buyer or all or any is bound; and (c) Buyer represents that by reason of its property knowledge and experience in the evaluation, acquisition and operation of oil and gas properties, Buyer has evaluated the merits and risks of purchasing the Properties from Seller and has formed an opinion based solely on Buyer's knowledge and experience. Buyer represents that in entering into this Agreement, Buyer has relied solely on the express representations, warranties and covenants of Seller in this Agreement, Buyer's independent investigation of, and judgment with respect to, the equipment and the other Properties and the advice of its own legal, tax, economic, environmental, engineering, geological and geophysical advisors. Buyer further represents that it has not relied and will not rely on any statements by Seller in making its decision to enter into this Agreement or assets may be boundto close this transaction. (4d) None of the executionBuyer has not incurred any liability, delivery contingent or performance by Buyer of this Agreement otherwise, for brokers' or the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action finders' fees in respect of, to this transaction for which Seller shall have any United States federal or state governmental authority or the terms and provisions of this Agreement or any Buyer Document, except such as have been, or will be, obtained, effected, waived or paid on or prior to the Closing Dateresponsibility whatsoever. (5) There are no pending or, to the best of Buyer’s knowledge, threatened investigations, suits or proceedings against Buyer or affecting Buyer or its properties, that, if determined adversely, would adversely affect the consummation of the transaction contemplated by, or performance by Buyer of its obligations under this Agreement. (6) Buyer is not in breach of any law that would have an adverse effect on Buyer or on Buyer’s ability to perform its obligations under, this Agreement or the other Buyer Documents.

Buyer’s Representations. The Buyer hereby represents declares and warrants guarantees to Seller as the Sellers that the representations indicated below (the “Buyer's Representations” ) are true, complete and correct, without, to the best of the date hereof Buyer's knowledge and as of understanding, omitting any fact or material circumstance that may alter their scope and content and acknowledges that the time of transfer of each Aircraft and Sellers have entered into this Agreement relying on the Spares Package, as followsBuyer's Representations: (1i) The Buyer is a limited liability company duly organized, incorporated and validly existing and in good standing under accordance with the laws of the state of Delaware. applicable legislation. (ii) The Buyer has full legal right and capacity to enter into this Agreement and to perform any and all requisite power obligations under this Agreement without any consent, authorisation or permission being necessary for such purposes. The Buyer's representatives act in accordance with their positions or powers of attorney which give them sufficient authority and authority powers to sign, conclude and perform this Agreement. (iii) This Agreement creates valid and binding obligations on the Buyer and is fully executable and enforceable and binding as regards the Buyer in accordance with its terms and conditions. (iv) The Buyer has obtained all permits, consents and authorisations, private or public, necessary or desirable to enter into and perform its obligations under this Agreement and the other documents referred to herein to which Buyer is a party (the “Buyer Documents”). (2) This Agreement has been, and on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, duly authorized, executed and delivered by Buyer. This Agreement constitutes, and the other Buyer Documents, when executed and delivered, will constitute, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforcement of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting enforcement of creditors’ rights generally, and by general principles of equity. (3) None of the execution, delivery or performance by Buyer of this Agreement, or any of the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, will contravene any applicable law binding on Buyer or any of its property, or any provision of the certificate of incorporation or by-laws of Buyer, or will result in a breach of, or constitute a default under, or contravene any provision of, any mortgage, deed of trust, indenture or other material agreement or instrument to which Buyer is a party or by which Buyer or all or any of its property or assets may be bound. (4) None of the execution, delivery or performance by Buyer of this Agreement or the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any Buyer Document, except such as have been, or will be, obtained, effected, waived or paid on or prior to the Closing Date. (5) There are no pending or, to the best of Buyer’s knowledge, threatened investigations, suits or proceedings against Buyer or affecting Buyer or its properties, that, if determined adversely, would adversely affect the consummation of the transaction contemplated by, or performance by Buyer of its obligations under this Agreement. (6v) The Buyer is has sufficient internal financial resources to meet the payment of all its commitments (including the Price) under the terms and conditions established in the Agreement. (vi) The execution and performance of this Agreement by the Buyer does not in breach violate (i) any commitment granted by the Buyer, or (ii) any applicable Law, administrative or judicial order or regulation, or (iii) any judicial judgment, order, administrative or judicial order, restraining order, mandate, precautionary measure, arbitration rule or order of any law that would have an adverse effect on other nature, issued by any judicial or administrative authority, or in any arbitration proceedings in which the Buyer participates as a party, or on which may affect the Buyer’s ability assets and rights; (vii) In regards to perform the Alkemy Shares which, as the case may be and according to clause 3.2 (ii), would be delivered to the Sellers in payment of part of the Price, on the Closing Date: a) will belong or will be issued for these purposes by the Buyer, who will have its legal and peaceful possession, freehold and with fair and legitimate titles, without countervailing the legal prohibition of financial assistance by their acquisition, and all of them shall be validly created, fully subscribed and paid up and free of charges, encumbrances and third-party rights; b) will comply with the statutory, legal and contractual dispositions which, as the case may be, may affect the free transfer of the Alkemy Shares and will have complied with all the statutory, legal and contractual obligations underfor its transfer; c) for the transfer of the Alkemy Shares, the Sellers will acquire from the Closing Date the totality of the dividend and voting rights inherent in the Alkemy Shares; d) no third party will have subscription rights of the Alkemy Shares under no title, nor to their obtention through the conversion of any title or instrument other than the purchase foreseen in this Agreement Agreement. The Buyer declares: a) That it is a professional investor which has assessed using its own experience and knowledge the investment in the Company, and has considered said investment as appropriate. b) That it has carried out, with the experts it has hired, a limited review of certain legal aspects of the Company (Due Diligence) and a complete financial review, which in no case has been taken into account in the valuation of the Company nor has it been used to make adjustments to the Price previously agreed by the Parties. c) That the Sellers, relating the financial review, have provided their advisers with all the required information and documentation, without any limitation or restriction, and they have maintained as clarifying meetings with managers, advisors and staff which have been deemed necessary. During the Interim Period, the Buyer undertakes to inform the Sellers, in a diligent manner, of the occurrence of any fact or circumstance that may affect the veracity and correctness of the Buyer's Representations, without prejudice to the Sellers being able to learn about any of these facts or circumstances by any other means. On the Closing Date, the Buyer Documentsshall ratify the veracity and correctness of all of the Buyer's Representations in the public document in which the purchase of the Shares is formalised.

Buyer’s Representations. ​ Buyer hereby represents and warrants to Seller effective as of the date hereof Effective Date and as of the time of transfer of each Aircraft and the Spares PackageClosing Date, as follows:: ​ (1a) Buyer is a limited liability company duly organizedformed, validly existing and in good standing under the laws of Delaware, is authorized to consummate the state transaction set forth herein and fulfill all of Delaware. Buyer its obligations hereunder and under all closing documents to be executed by Buyer, and has all requisite necessary power to execute and authority to enter into and perform its obligations under deliver this Agreement and the other all closing documents referred to herein to which Buyer is a party (the “Buyer Documents”). (2) This Agreement has beenbe executed by Buyer, and on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, duly authorized, executed perform all of Buyer’s obligations hereunder and delivered by Buyerthereunder. This Agreement constitutes, and all closing documents to be executed by Buyer have been duly authorized by all requisite corporate or other required action on the other part of Buyer Documents, when executed and delivered, will constitute, are the legal, valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its their respective terms. Neither the execution and delivery of this Agreement and all closing documents to be executed by Buyer, except as enforcement nor the performance of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium obligations of Buyer hereunder or similar laws affecting enforcement thereunder will result in the violation of creditors’ rights generally, and by general principles of equity. (3) None of the execution, delivery or performance by Buyer of this Agreement, or any of the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, will contravene any applicable law binding on Buyer or any of its property, or any provision of the certificate organizational documents of incorporation or by-laws of Buyer, Buyer or will result in a breach of, conflict with any order or constitute a default under, decree of any court or contravene governmental instrumentality of any provision of, any mortgage, deed of trust, indenture or other material agreement or instrument to nature by which Buyer is a party or by which Buyer or all or any of its property or assets may be bound. (4b) None No petition has been filed by or against Buyer under the Federal Bankruptcy Code or any similar State or Federal Law. (c) Neither Buyer nor, to Buyer’s actual knowledge, its affiliates, is in violation of any Anti- Money Laundering and Anti-Terrorism Laws. Neither Buyer nor, to Buyer’s actual knowledge, its affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State, or other U.S. government agencies, all as may be amended from time to time. Neither Buyer nor, to Buyer’s actual knowledge, its affiliates or, without inquiry, any of its brokers or other agents, in any capacity in connection with the sale of the executionProperty (A) conducts any business or engages in making or receiving any contribution of funds, delivery goods or performance by Buyer services to or for the benefit of this Agreement or any ​ ​ ​ person included in the other Buyer Documentslists referenced above, (B) deals in, or the consummation by Buyer of the transactions contemplated hereby and thereby, requires the consent or approval of, the giving of notice otherwise engages in any transaction relating to, the registration, recording property or filing of any documents withinterests in the property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the taking purpose of evading or avoiding, or attempts to violate, any other action of the prohibitions set forth in any Anti-Money Laundering and Anti-Terrorism Laws. Neither Buyer, nor any person controlling or controlled by Buyer, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable anti-money laundering or anti-bribery laws and regulations (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)). ​ (d) Buyer is not, and is not acting on behalf of, any United States federal (a) a Plan, (b) an entity or state account the assets of which constitute “plan assets” of one or more such Plans within the meaning of Department of Labor Regulation 29 CFR Section 2510.3-101, as modified by Section 3(42) of ERISA or (c) a “governmental authority or plan” within the terms and provisions meaning of this Agreement or any Buyer Document, except such as have been, or will be, obtained, effected, waived or paid on or prior to the Closing DateSection 3(32) of ERISA. (5e) There are no pending orFor purposes of this Agreement, terms such as “to Buyer’s knowledge”, “to the best of Buyer’s knowledge”, threatened investigationsor like phrases mean the actual knowledge of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, suits with no duty of inquiry, an individuals in Buyer’s organization expected to have knowledge of the matters set forth in this Agreement; provided however, that so qualifying Buyer’s knowledge shall in no event give rise to any personal liability on the part of such individual (or proceedings against Buyer any other officer, director or affecting employee of Buyer or its properties, that, if determined adversely, would adversely affect the consummation affiliates) on account of the transaction contemplated by, or performance by Buyer of its obligations under this Agreement. (6) Buyer is not in any breach of any law that would have an adverse effect on representation, warranty or covenant by Buyer or on Buyer’s ability to perform its obligations under, this Agreement or the other Buyer Documents.herein. ​

Buyer’s Representations. Buyer hereby represents and warrants to Seller as of the date hereof and as of the time of transfer of each Aircraft and the Spares Package, Company as follows: (1) Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Delaware. 4.1 Buyer has all requisite full power and authority to enter into purchase the Securities from Seller in accordance with this Agreement. 4.2 Buyer understands that none of the Securities has been registered under the Securities Act. Buyer also understands that such Securities are being offered and perform its obligations under sold pursuant to an exemption from registration contained in the Securities Act. 4.3 The execution and delivery of this Agreement by Buyer, the consummation of the transaction contemplated herein, and the compliance with the terms of this Agreement will not conflict with, result in the breach of, or constitute a default under, or require any consent or approval under, any note, indenture, mortgage, deed of trust or other documents referred to herein agreement, lease or instrument to which Buyer is a party (the “Buyer Documents”)or by which he may be bound. (2) 4.4 No broker or finder has acted directly or indirectly for Buyer in connection with this Agreement or the transaction contemplated hereby, and no broker or finder is entitled to any brokerage or finder’s fee or other commission in respect thereof based in any way on agreements, arrangements or understandings made by or on behalf of Buyer. 4.5 This Agreement has been, and on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, been duly authorized, executed and delivered by Buyer. This Agreement constitutes, Buyer and the other Buyer Documents, when executed and delivered, will constitute, constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except . 4.6 Buyer is an “accredited investor,” as enforcement that term is defined in Regulation D adopted pursuant to the Act. 4.7 Seller’s transfer of the terms hereof Securities to Buyer is exempt from the registration requirements of the Securities Act and any applicable state securities laws, in each case pursuant to applicable exemptions thereunder. 4.8 The Securities to be acquired by Buyer from Seller as contemplated hereunder are being acquired for Buyer’s own account and not with a view to, or intention of, distribution thereof may be limited by in violation of the Securities Act or any applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting enforcement of creditors’ rights generallystate securities laws, and the Securities will not be sold, transferred, pledged or otherwise disposed of by general principles of equity. (3) None Buyer in contravention of the execution, delivery or performance by Buyer of this Agreement, Securities Act or any of the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, will contravene any applicable law binding on Buyer or any of its property, state securities laws or any provision of the certificate charter, bylaws or any stockholders agreement of incorporation the Company. 4.9 Buyer is sophisticated in financial matters as to be able to evaluate the risks and benefits of the investment in the Securities and make an informed investment decision. 4.10 Buyer has had an opportunity to ask questions and receive answers concerning the Company and the Securities and has had full access to such other information concerning the Company and the Securities as Buyer has requested. Buyer has also reviewed or by-laws has had an opportunity to review such other documents and information regarding the Company and its business as requested by Buyer to Buyer’s satisfaction. 4.11 Buyer understands that the Seller is relying and will rely on the information and representations with respect to Buyer set forth in this Agreement as to whether the transfer of Buyerthe Securities to Buyer qualifies for an exemption from the registration requirements under the Securities Act, and Buyer confirms that all such information is true and correct as of the date hereof. 4.12 Buyer understands that Buyer must bear the economic risk of his acquisition of the Securities for an indefinite period of time because (1) the acquisition of Securities by Buyer has not been registered under the Securities Act or applicable state securities laws; and (2) the Securities may therefore not be sold, transferred, pledged, or will result in a breach ofotherwise disposed of unless registered for sale under the Securities Act, or constitute unless pursuant to an applicable exemption from registration, and in any event only if the transfer is permitted. Buyer further acknowledges that an important consideration bearing on his ability to bear the economic risk of his acquisition of Securities is whether Buyer can afford a default undercomplete loss of such investment in the Company, or contravene any provision of, any mortgage, deed and Buyer confirms that Buyer can afford a complete loss of trust, indenture or other material agreement or instrument to which Buyer is a party or by which Buyer or all or any of its property or assets may be boundsuch investment in the Company. (4) None of 4.13 Buyer understands that the executioncertificates evidencing the Securities will bear one or more restrictive legends prohibiting the transfer thereof except in compliance with the applicable state and federal securities laws and with any restrictions on transfer contained in the Company’s bylaws and/or stockholders’ agreement, delivery as in effect from time to time. 4.14 Buyer expressly acknowledges and agrees that the Company has made no representations or performance by Buyer of this Agreement warranties in connection with the Securities or the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any Buyer Document, except such as have been, or will be, obtained, effected, waived or paid on or prior to the Closing Date. (5) There are no pending or, to the best of Buyer’s knowledge, threatened investigations, suits or proceedings against Buyer or affecting Buyer or its properties, that, if determined adversely, would adversely affect the consummation of the transaction contemplated by, or performance by Buyer of its obligations under this Agreement. (6) Buyer is not in breach of any law that would have an adverse effect on Buyer or on Buyer’s ability to perform its obligations under, this Agreement or the other Buyer Documents.

Buyer’s Representations. Buyer hereby represents and warrants to Seller as of the date hereof and as of the time of transfer of each Aircraft and the Spares Package, as follows:that: ----------------------- (1a) Buyer is a limited liability company corporation duly organized, validly organized and legally existing and in good standing under the laws of the its state of Delawareorganization. Buyer is qualified to do business and is in good standing, or will be at Closing, in each state in which Properties are located where the laws of such state require a corporation owning the Properties located in such state to qualify to do business. (b) Buyer has all requisite full power and authority to enter into this Agreement and perform its obligations under hereunder and has taken all proper action to enter this Agreement and the other documents referred to herein to which Buyer is a party (the “Buyer Documents”)perform its obligations hereunder. (2c) This Agreement has been, Buyer's execution and on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, duly authorized, executed and delivered by Buyer. This Agreement constitutes, and the other Buyer Documents, when executed and delivered, will constitute, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforcement of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting enforcement of creditors’ rights generally, and by general principles of equity. (3) None of the execution, delivery or performance by Buyer of this Agreement, or any the consummation of the other Buyer Documentstransaction contemplated hereby, or and Buyer's compliance with the consummation by Buyer of the transactions contemplated hereby and therebyterms hereof, will contravene any applicable law binding on Buyer or any of its property, or any provision of the certificate of incorporation or by-laws of Buyer, or will not result in a breach of, or constitute a default under, or contravene under any provision of, any mortgage, deed of trust, indenture or other material agreement or instrument to which Buyer is a party or by which the Properties are bound that would be material to the transaction contemplated hereby. Buyer's execution and delivery of this Agreement will not violate any order, writ, injunction, decree, statute, rule, or regulation applicable to Buyer or all to the Properties that would be material to the transaction contemplated hereby, except the following: (i) Any consents to transfer or waivers of preferential rights to purchase that must be obtained from third parties; (ii) Compliance with the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act; (iii) Any approval required from a governmental entity that is the lessor under a lease included in the Properties (or that administers such lease for such lessor) and that is customarily obtained post-closing; and (iv) Any maintenance of uniform interest provision contained in any of its property operating agreement or assets may be boundother agreement. (4d) None This Agreement constitutes the legal, valid, and binding obligation of the executionBuyer, delivery enforceable according to its terms, except as limited by bankruptcy or performance other laws applicable generally to creditor's rights and as limited by Buyer general equitable principles. The Assignment and ▇▇▇▇ of this Agreement or the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby Sale provided for in Section 11.(a)(i) hereof and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect ofdocumentation provided for herein to be executed by Buyer, any United States federal or state governmental authority or will, when executed and delivered, constitute the terms legal, valid, and provisions binding obligations of this Agreement or any Buyer DocumentBuyer, enforceable according to their terms, except such as have been, limited by bankruptcy or will be, obtained, effected, waived or paid on or prior other laws applicable generally to the Closing Datecreditor's rights and as limited by general equitable principles. (5e) There are no pending orsuits, actions, or other proceedings filed by parties other than Buyer, and to which Buyer is a party, that materially affect the best execution and delivery of Buyer’s knowledge, threatened investigations, suits this Agreement or proceedings against Buyer or affecting Buyer or its properties, that, if determined adversely, would adversely affect the consummation of the transaction contemplated by, or performance by Buyer of its obligations under this Agreementhereby. (6f) Buyer is a knowledgeable purchaser, owner, and operator of oil and gas properties, has the ability to evaluate, and has evaluated, the Properties for purchase, and is acquiring the Properties for its own account and not with the intent to make a distribution within the meaning of the Securities Act of 1933, as amended (and the rules and regulations pertaining thereto), or a distribution thereof in breach violation of any law other applicable securities laws, rules, or regulations. (g) With regard to those Properties that would have an adverse effect on Buyer seeks to operate, Buyer is qualified to operate such Properties under the applicable laws, rules, and regulations of the jurisdiction in which such Properties are located, or on Buyer’s ability to perform its obligations under, this Agreement or the other Buyer Documentswill become so qualified before operating such Properties.

Buyer’s Representations. ​ Buyer hereby represents and warrants to Seller effective as of the date hereof Effective Date and as of the time of transfer of each Aircraft and the Spares PackageClosing Date, as follows:: ​ (1a) Buyer is a limited liability company duly organizedformed, validly existing and in good standing under the laws of Delaware, is authorized to consummate the state transaction set forth herein and fulfill all of Delaware. its obligations hereunder and under the Buyer Closing Documents, and has all requisite necessary power to execute and authority to enter into and perform its obligations under deliver this Agreement and the other documents referred Buyer Closing Documents and to herein to which Buyer is a party (the “Buyer Documents”). (2) This Agreement has been, perform all of Buyer’s obligations hereunder and on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, duly authorized, executed and delivered by Buyerthereunder. This Agreement constitutes, and the Buyer Closing Documents have been duly authorized by all requisite corporate or other required action on the part of Buyer Documents, when executed and delivered, will constitute, are the legal, valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its their respective terms, except as enforcement . Neither the execution and delivery of this Agreement and the Buyer Closing Documents nor the performance of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium obligations of Buyer hereunder or similar laws affecting enforcement thereunder will result in the violation of creditors’ rights generally, and by general principles of equity. (3) None of the execution, delivery or performance by Buyer of this Agreement, or any of the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, will contravene any applicable law binding on Buyer or any of its property, or any provision of the certificate organizational documents of incorporation or by-laws of Buyer, Buyer or will conflict with any order or decree of any court or governmental instrumentality of any nature by which ▇▇▇▇▇ is bound; (b) Buyer has obtained all necessary consents and permissions required to consummate the transactions contemplated herein. The execution and delivery of this Agreement, the consummation of the transactions herein contemplated, and compliance with the terms of this Agreement will not conflict with, result in a breach of, or constitute (with or without due notice or lapse of time or both) a default underunder any contract, instrument, document, or contravene any provision of, any mortgage, deed of trust, indenture agreement (oral or other material agreement or instrument written) to which Buyer is a party or by which Buyer or all or any of its property or assets may be bound.party; (4) None of the execution, delivery or performance by Buyer of this Agreement or the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any Buyer Document, except such as have been, or will be, obtained, effected, waived or paid on or prior to the Closing Date. (5c) There are no actions, suits or other proceedings or litigation of any kind pending or, to the best of Buyer’s knowledge, threatened investigations, suits or proceedings against Buyer or affecting of any of its affiliates which, if determined adversely to Buyer or its properties, that, if determined adverselyaffiliates, would adversely affect the consummation of the transaction contemplated by, or performance by Buyer of its obligations under this Agreement. (6) Buyer is not in breach of any law that would have an a material adverse effect on the validity or enforceability of this Agreement or the ability of Buyer or on Buyer’s ability to perform its obligations underhereunder; (d) Buyer has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition, or suffered the filing of any involuntary petition by its creditors, under the federal Bankruptcy Code or any similar state or federal law, (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of its assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of its assets, (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of settlement, extension or composition to its creditors generally. (e) Neither Buyer nor, to Buyer’s actual knowledge, its affiliates, is in violation of any Anti-Money Laundering and Anti-Terrorism Laws. Neither Buyer nor, to Buyer’s actual knowledge, its affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the ​ Annex to the Executive Order or are included on any Government Lists. Neither Buyer nor, to Buyer’s actual knowledge, its affiliates or, without inquiry, any of its brokers or other agents acting in any capacity in connection with the sale of the Properties (A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the Government Lists, (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and Anti-Terrorism Laws. Neither Buyer nor any of its affiliates is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable anti-money laundering or anti-bribery laws and regulations (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)); and (f) Buyer is not, and is not acting on behalf of, (a) a Plan, (b) an entity or account the assets of which constitute “plan assets” of one or more such Plans within the meaning of Department of Labor Regulation, 29 CFR Section 2510.3-101, as modified by Section 3(42) of ERISA or (c) a “governmental plan” within the meaning of Section 3(32) of ERISA. ​ For purposes of this Agreement, terms such as “to ▇▇▇▇▇’s knowledge”, “to the best of Buyer’s knowledge”, or like phrases mean the actual knowledge, with no duty of inquiry, of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, who is an individual in Buyer’s organization expected to have knowledge of the matters set forth in this Agreement; provided however, that so qualifying Buyer’s knowledge shall in no event give rise to any personal liability on the part of such individual (or any other officer, director or employee of Buyer Documents.or its affiliates) on account of any breach of any representation, warranty or covenant by Buyer herein. ​

Buyer’s Representations. Buyer hereby represents and warrants to Seller effective as of the date hereof Effective Date and as of the time of transfer of each Aircraft and the Spares PackageClosing Date, as follows: (1) : Buyer is a limited liability company duly organizedformed, validly existing and in good standing under the laws of Delaware, is authorized to consummate the state transaction set forth herein and fulfill all of Delaware. Buyer its obligations hereunder and under all closing documents to be executed by ▇▇▇▇▇, and has all requisite necessary power to execute and authority to enter into and perform its obligations under deliver this Agreement and the other all closing documents referred to herein to which Buyer is a party (the “Buyer Documents”). (2) This Agreement has beenbe executed by ▇▇▇▇▇, and on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, duly authorized, executed perform all of Buyer’s obligations hereunder and delivered by Buyerthereunder. This Agreement constitutes, and all closing documents to be executed by ▇▇▇▇▇ have been duly authorized by all requisite corporate or other required action on the other part of Buyer Documents, when executed and delivered, will constitute, are the legal, valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its their respective terms. Neither the execution and delivery of this Agreement and all closing documents to be executed by ▇▇▇▇▇, except as enforcement nor the performance of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium obligations of Buyer hereunder or similar laws affecting enforcement thereunder will result in the violation of creditors’ rights generally, and by general principles of equity. (3) None of the execution, delivery or performance by Buyer of this Agreement, or any of the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, will contravene any applicable law binding on Buyer or any of its property, or any provision of the certificate organizational documents of incorporation Buyer or bywill conflict with any order or decree of any court or governmental instrumentality of any nature by which ▇▇▇▇▇ is bound; No petition has been filed by or against Buyer under the Federal Bankruptcy Code or any similar State or Federal Law; Neither Buyer nor, to Buyer’s actual knowledge, its affiliates, is in violation of any Anti-laws Money Laundering and Anti-Terrorism Laws. Neither Buyer nor, to Buyer’s actual knowledge, its affiliates, is acting, directly or indirectly, on behalf of Buyerterrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or will result in a breach ofare included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State, or constitute a default underother U.S. government agencies, or contravene any provision ofall as may be amended from time to time. Neither Buyer nor, any mortgageto Buyer’s actual knowledge, deed of trustits affiliates or, indenture or other material agreement or instrument to which Buyer is a party or by which Buyer or all or without inquiry, any of its brokers or other agents, in any capacity in connection with the sale of the Properties (A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists referenced above, (B) deals in, or otherwise engages in any transaction relating to, any property or assets may be bound. interests in property blocked pursuant to the Executive Order, or (4C) None engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the executionprohibitions set forth in any Anti-Money Laundering and Anti-Terrorism Laws. Neither Buyer, delivery nor any person controlling or performance controlled by Buyer, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable anti-money laundering or anti-bribery laws and regulations (including funds being derived from any ​ ​ person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)); and Buyer is not, and is not acting on behalf of, (a) a Plan, (b) an entity or account the assets of which constitute “plan assets” of one or more such Plans within the meaning of Department of Labor Regulation 29 CFR Section 2510.3-101, as modified by Section 3(42) of ERISA or (c) a “governmental plan” within the meaning of Section 3(32) of ERISA. For purposes of this Agreement or the other Buyer DocumentsAgreement, or the consummation by Buyer of the transactions contemplated hereby and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any Buyer Document, except such as have been“to Buyer’s knowledge”, or will be, obtained, effected, waived or paid on or prior to the Closing Date. (5) There are no pending or, “to the best of Buyer’s knowledge”, threatened investigationsor like phrases mean the actual knowledge of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, suits with no duty of inquiry, an individual in Buyer’s organization expected to have knowledge of the matters set forth in this Agreement; provided however, that so qualifying Buyer’s knowledge shall in no event give rise to any personal liability on the part of such individual (or proceedings against Buyer any other officer, director or affecting employee of Buyer or its properties, that, if determined adversely, would adversely affect the consummation affiliates) on account of the transaction contemplated by, or performance by Buyer of its obligations under this Agreement. (6) Buyer is not in any breach of any law that would have an adverse effect on representation, warranty or covenant by Buyer or on Buyer’s ability to perform its obligations under, this Agreement or the other Buyer Documentsherein.

Buyer’s Representations. Buyer hereby represents and warrants to Seller as ----------------------- of the date hereof and as of the time of transfer of each Aircraft and the Spares Package, as followsthat: (1a) Buyer It is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the state State of Delaware. , and Buyer is or prior to Closing will be duly qualified pursuant to any and all applicable laws, statutes and regulations to own and operate the Assets; (b) It has all requisite power and authority to carry on its business as presently conducted, to enter into this Agreement and the other documents and agreements contemplated hereby, to purchase the Assets on the terms described in this Agreement, and to perform its other obligations under this Agreement and the other documents referred and agreements contemplated hereby. Subject to herein to which Buyer is a party (the “Buyer Documents”). (2) This Agreement has beenSections 18.1, and on or prior to the applicable Closing Date18.2, the applicable Buyer Documents will have been, duly authorized, executed and delivered by Buyer. This Agreement constitutes, and the other Buyer Documents, when executed and delivered, will constitute, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforcement of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting enforcement of creditors’ rights generally, and by general principles of equity. (3) None of the execution, delivery or performance by Buyer of this Agreement, or any of the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and therebyby this Agreement will not violate, will contravene nor be in conflict with, any applicable law binding on Buyer provision of Buyer's charter, by-laws or any of its propertygoverning documents, or any provision of the certificate of incorporation or by-laws of Buyer, or will result in a breach of, or constitute a default under, or contravene any provision of, any mortgage, deed of trust, indenture or other material agreement or instrument to which Buyer is a party or by which Buyer or all it is bound, or any of its property judgment, decree, order, statute, rule or assets may be bound.regulation applicable to Buyer; (4c) None of the The execution, delivery or and performance of this Agreement and the transactions contemplated hereunder have been duly and validly authorized by all requisite corporate action on the part of Buyer; (d) This Agreement constitutes, and all documents and instruments required hereunder to be executed and delivered by Buyer at Closing will constitute, legal, valid and binding obligations of Buyer in accordance with their respective terms, subject to bankruptcy and other similar laws of general application with respect to creditors; (e) There are no bankruptcy, reorganization or arrangement proceedings pending, being contemplated by, or to the actual knowledge of the officers of Buyer, threatened against Buyer; (f) No broker or finder has acted for or on behalf of Buyer in connection with this Agreement or the other transactions contemplated by this Agreement, and no broker or finder is entitled to any brokerage or finder's fee or commission in respect thereof based in any way on agreements, arrangements or understandings made by or on behalf of Buyer; (g) Buyer Documentsis now or prior to Closing will be, or and after Closing shall continue to be, qualified to own Federal and State oil, gas and mineral leases in all jurisdictions where any such Subject Interests are located, and the consummation by Buyer of the transactions contemplated hereby will not cause Buyer to be disqualified as such an owner or to exceed any acreage limitation imposed by any law, statute, rule or regulation; (h) Buyer is directly engaged in the business of exploration and therebyproduction of oil, requires the consent gas or approval ofother valuable minerals and derives at least $5,000,000 of annual gross income from such business. Prior to entering into this Agreement, Buyer was advised by and has relied solely on its own legal, tax and other professional counsel concerning this Agreement, the giving of notice toAssets and the value thereof. Buyer is acquiring the Assets for its own account and not for distribution or resale in any manner that would violate any state or federal securities law, the registrationrule, recording regulation or filing of any documents with, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms order. Buyer understands and provisions of this Agreement or any Buyer Document, except such as have been, or will be, obtained, effected, waived or paid on or prior to the Closing Date. (5) There are no pending or, to the best of Buyer’s knowledge, threatened investigations, suits or proceedings against Buyer or affecting Buyer or its properties, acknowledges that, if determined adversely, would adversely affect the consummation any of the transaction contemplated byAssets were held to be securities, or performance they would be restricted securities which must be held indefinitely; and (i) Buyer has arranged to have available by the Closing Date sufficient funds to enable the Buyer of to pay in full the Purchase Price, together with all costs and expenses relative thereto, and otherwise to perform its obligations under this Agreement. (6) Buyer is not in breach of any law that would have an adverse effect on Buyer or on Buyer’s ability to perform its obligations under, this Agreement or the other Buyer Documents.

Buyer’s Representations. Buyer hereby represents represents, covenants and warrants to Seller as of the date hereof and as of the time of transfer of each Aircraft and the Spares Package, as followsfollowing: (1a) All necessary limited liability company action of Buyer has been taken duly to authorize the transactions contemplated by this Agreement, and upon execution and delivery of this Agreement by Buyer, this Agreement will constitute the valid, legal and binding obligations of Buyer, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws, as well as principles of equity; (b) Buyer is a limited liability company duly organized, formed and validly existing and in good standing under the laws of the its state of Delaware. Buyer organization and has all requisite full legal right, power and authority to enter into this Agreement and to perform its obligations under hereunder; (c) Buyer has completed its inspection of the Rig as of the date hereof, including the Rig’s documentation, and is satisfied with the results thereof; and (d) The execution or delivery of this Agreement and the other documents referred to herein to which Buyer is a party (the “Buyer Documents”). (2) This Agreement has been, and on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, duly authorized, executed and delivered by Buyer. This Agreement constitutes, and the other Buyer Documents, when executed and deliveredcompletion of all transactions contemplated hereby, will constitute, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforcement of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting enforcement of creditors’ rights generally, and by general principles of equity. (3) None of the execution, delivery or performance by Buyer of this Agreementnot either now, or any after notice or lapse of the other Buyer Documentstime, or the consummation by Buyer of the transactions contemplated hereby and therebyboth: 1. conflict with, will contravene any applicable law binding on Buyer or any of its propertyviolate, or any provision of the certificate of incorporation or by-laws of Buyer, or will result in a breach ofor right of termination or acceleration under or require any consent or authorization under any of the terms, conditions or constitute a default under, or contravene any provision of, provisions of any mortgage, deed of trustindenture, indenture agreement, loan, guarantee, note, bond, permit, license, lease, grant, patent, or other material agreement undertaking or instrument authorization, written or oral, to or by which Buyer is a party or by which Buyer is bound; 2. conflict with, result in a breach of or all or require any consent under any of its property the terms, conditions or assets may be bound.provisions of Buyer’s certificate of formation, limited liability company agreement or equivalent governing instruments; or (4) None of the execution, delivery or performance 3. result in a violation by Buyer of this Agreement any judgment, decree, order (including an executive order), award, writ, injunction or the other Buyer Documentsdecree applicable to, or the consummation by Buyer of the transactions contemplated hereby and therebybinding upon, requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any Buyer Document, except such as have been, or will be, obtained, effected, waived or paid on or prior to the Closing DateBuyer. (5) There are no pending or, to the best of Buyer’s knowledge, threatened investigations, suits or proceedings against Buyer or affecting Buyer or its properties, that, if determined adversely, would adversely affect the consummation of the transaction contemplated by, or performance by Buyer of its obligations under this Agreement. (6) Buyer is not in breach of any law that would have an adverse effect on Buyer or on Buyer’s ability to perform its obligations under, this Agreement or the other Buyer Documents.

Buyer’s Representations. The Buyer hereby represents represents, covenants and warrants to the Seller as of the date hereof and as of the time of transfer of each Aircraft and the Spares Package, as followsfollowing: (1a) The Buyer is a limited liability company duly organized, incorporated and validly existing and in good standing under the laws of the state its country of Delawareincorporation and has full legal right, power and authority to enter into this Agreement and any other documents to which it is, or may become, a party which are referred to in this Agreement and to perform its obligations hereunder and thereunder. The Buyer has all requisite power and authority to enter into and perform this Agreement and those documents and the execution and delivery of this Agreement and those documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and no other corporate proceeding on the part of the Buyer, including without limitation the approval of its obligations under Board of Directors or similar governing body is necessary to authorize the execution and delivery of this Agreement and any other documents relating thereto or to consummate the transactions contemplated hereby or thereby; Exhibit 10.1 Pipelay Asset Sale Agreement (b) The execution or delivery of this Agreement and the other documents to which the Buyer is, or may become, a party which are referred to herein in this Agreement, and completion of all transactions contemplated hereby, will not either now, or after notice or lapse of time, or both: 1. conflict with, violate, result in a breach or right of termination or acceleration under or require any consent or authorization under any of the terms, conditions or provisions of any mortgage, indenture, agreement, loan, guarantee, note, bond, permit, license, lease, grant, patent, or other undertaking or authorization, written or oral, to or by which the Buyer is a party or is bound; 2. conflict with, result in a breach of or require any consent under any of the terms, conditions or provisions of the Buyer’s certificate of incorporation, by-laws or equivalent governing instruments; or 3. result in a violation by the Buyer of any judgment, decree, order (including an executive order), award, writ, injunction or decree applicable to, or binding upon, the Buyer. (c) This Agreement will be conducted in accordance with: (i) all applicable United States export and re-export controls and economic sanctions, including the International Emergency Economic Powers Act, the Export Administration Regulations and all other applicable economic sanctions laws and regulations, including the regulations set forth in 31 CFR Chapter V; and (ii) other applicable economic sanctions and export control laws in other countries in which the Buyer does business. The Buyer warrants that it will obtain all licenses, approvals or other permissions and satisfy any conditions imposed by governmental authorities, including customs authorizations/permissions as well as export permits or licenses required by governmental authorities in the territories or countries in which the Buyer shall cause the Assets to be transported to or through, in relation to and pursuant to this Agreement. The Buyer warrants and covenants that it will not transfer, export or re-export the items that are subject of this Agreement to: Iran, Sudan, Cuba, Syria or North Korea; entities owned or controlled by the governments of Iran or Sudan; any Cuban national, wherever located; or any individual or entity included on the List of Specially Designated Nationals and Blocked Persons maintained by the US Treasury Department’s Office of Foreign Assets Control. (d) The Buyer has paid, or caused to be paid, all amounts due by it or any of its Affiliates for all rentals with respect to equipment rented from the Seller Group by one or more members of the Buyer Group (the “Buyer DocumentsEquipment Rent”). (2) This Agreement has been, for all periods through and on or prior to including the applicable Closing Date, the applicable Buyer Documents will have been, duly authorized, executed and delivered by Buyer. This Agreement constitutes, and the other Buyer Documents, when executed and delivered, will constitute, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforcement of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting enforcement of creditors’ rights generally, and by general principles of equity. (3) None of the execution, delivery or performance by Buyer date of this Agreement. The Buyer has paid, or caused to be paid, all amounts due by it or any of its Affiliates for all third party expenses and Seller Group expenses incurred by Seller Group in connection with such equipment (the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, will contravene any applicable law binding on “Additional Costs”)for which invoices have been issued to Buyer or any of its property, or any provision of the certificate of incorporation or by-laws of Buyer, or will result in a breach of, or constitute a default under, or contravene any provision of, any mortgage, deed of trust, indenture or other material agreement or instrument to which Buyer is a party or Affiliates by which Buyer or all or any of its property or assets may be bound. (4) None of the execution, delivery or performance by Buyer of this Agreement or the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any Buyer Document, except such as have been, or will be, obtained, effected, waived or paid on or prior to the Closing Date. (5) There are no pending or, to the best of Buyer’s knowledge, threatened investigations, suits or proceedings against Buyer or affecting Buyer Seller or its properties, that, if determined adversely, would adversely affect the consummation of the transaction contemplated by, or performance by Buyer of its obligations under this AgreementAffiliates. (6) Buyer is not in breach of any law that would have an adverse effect on Buyer or on Buyer’s ability to perform its obligations under, this Agreement or the other Buyer Documents.

Buyer’s Representations. To the best of Buyer’s actual knowledge, Buyer hereby represents and warrants to Seller Sellers, as of the date hereof hereof, and as of the time of transfer of each Aircraft and the Spares PackageClosing Date, as follows: (1a) Buyer is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the state State of Delaware. Nevada and has the corporate power and authority to own, lease and to carry on its business as now being conducted. (b) Buyer has all requisite corporate power and authority (i) to enter into execute and deliver this Agreement and any other document contemplated by this Agreement (collectively, the “Buyer’s Documents”) to be signed by Buyer and (ii) to perform its obligations under this Agreement hereunder and to consummate the transactions contemplated hereby. The execution and delivery of each of the Buyer Documents by Buyer and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by its board of directors and no other documents referred to herein to which corporate or shareholder proceedings on the part of Buyer is a party (necessary to authorize such documents or to consummate the “Buyer Documents”). (2) transactions contemplated hereby. This Agreement has been, and on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, duly authorized, executed and delivered by Buyer. This Agreement constitutes, and the other Buyer Documents, when executed and delivereddelivered by Buyer, as contemplated by this Agreement, will constitutebe duly executed and validly delivered by Buyer, and this Agreement is, and the legalother Buyer Documents, when executed and delivered by Buyer, as contemplated hereby, will be valid and binding obligation obligations of Buyer, enforceable against Buyer in accordance with its their respective terms, except except: (a) as enforcement of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidationmoratorium, moratorium or similar and other laws of general application affecting enforcement of creditors’ rights generally; (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies; and (c) as limited by general principles of equitypublic policy. (3c) None of Neither the execution, delivery or performance by Buyer of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Buyer under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Buyer or any of its material property or assets; (b) violate any provision of the other Buyer Documentsapplicable incorporation or charter documents of Buyer; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Buyer or any of its material property or assets. (d) No filing or registration with, no notice to and no permit, authorization, consent, or approval of any public or governmental body or authority or other person or entity is necessary for the consummation by Buyer of the transactions Transaction contemplated by this Agreement or to continue to conduct its business after the Closing Date in a manner which is consistent with that in which it is presently conducted. (e) Buyer has taken all necessary corporate action under applicable laws, rules and regulations, including its Articles of Incorporation and Bylaws, to issue the Shares constituting the Purchase Price. (f) This Agreement constitutes the valid and binding obligations of Buyer enforceable against Buyer in accordance with its respective terms (except as such enforceability may be limited by rules of equity or applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect which affect creditors' rights generally). All persons who have executed this Agreement on behalf of Buyer have been authorized to do so by all necessary action; and neither the execution and delivery of this Agreement nor the consummation of the Transaction effected hereby and thereby, will contravene any applicable law binding on Buyer or any of its property, or thereby (i) violates any provision of the certificate Articles of incorporation Incorporation or byBy-laws of Buyer; (ii) violates any judgment, order, injunction, decree or award against, or will result binding upon, Buyer or the securities, assets, properties, operations or business of Buyer; (iii) violates, conflicts with or results in a the breach or termination of, or constitute otherwise gives any other contracting party the right to terminate, or constitutes a default underunder the terms of, or contravene any provision a novation of, any mortgagecontract, deed of trustfranchise, indenture or other material lease, license, agreement or instrument to which Buyer is a party or by which Buyer or all it or any of its property assets is bound; or assets may (iv) violates any law or regulation of any jurisdiction as such law or regulation relates to Buyer or to the securities, assets, properties, operations or business of Buyer; (g) Buyer has heretofore delivered to Sellers true and complete copies of its balance sheets and statements of income (also known as a profit and loss statement) and retained earnings of Buyer for the 9 months ended September 30, 2017, and December 31, 2014, 2015 and 2016, (all of the foregoing are referenced herein as the “Financial Statements”). Buyer has also delivered all state and Federal income tax returns filed by Buyer for the years ended December 31, 2016, 2015 and 2014 (together, the “Tax Returns”). The balance sheet of Buyer as of September 30, 2017, is herein referenced as its “Current Balance Sheet”; and the date of the Current Balance Sheet is herein referenced as the “Current Balance Sheet Date.” All of the Financial Statements have been prepared in accordance with generally accepted accounting principles applied consistently for all periods presented. The Financial Statements fairly present the financial position of Buyer as of the respective dates thereof and the results of the operations of Buyer for the respective periods then ended. Since the Current Balance Sheet Date, there has been no event, occurrence or condition affecting the Seller or its Business that individually or in the aggregate, when taken together with one or more other events, occurrences or conditions, affecting the Buyer or its operations, is or could be boundmaterially adverse to (a) the condition (financial or otherwise), business, revenue, profitability, cash flow, assets, liabilities or results of operations of the Buyer or (b) the ability of Buyer to perform its obligations hereunder, and not the result of any of the following: (i) a change in local, domestic, international or foreign general economic conditions; (ii) changes affecting generally the industry or market in which the Business operates; (iii) acts or war, sabotage or domestic or foreign terrorism, military actions or the escalation thereof; (iv) any changes in applicable laws or accounting rules or principles; or (v) the announcement of this Agreement; provided that clauses (i)-(iv) shall only include such events, occurrences or conditions that affect the operations of Buyer substantially proportionately with all of the other entities engaged in the same or a similar business (collectively, “Material Adverse Effect” or “Material Adverse Change”). (4h) None Except as and to the extent reflected on or reserved against in the Current Balance Sheet, neither the Buyer’s assets nor Buyer are subject to any material liabilities, debts or obligations or material claims asserted against them, whether accrued, absolute, contingent or otherwise, and whether due or to become due, including, but not limited to, liabilities on account of Taxes, other governmental charges, warranty claims or lawsuits other than liabilities, debts, obligations and claims that have arisen after the Current Balance Sheet Date in the ordinary course of business. (i) All of the executionbooks of account and other records of Buyer, delivery including, without limitation, all of the s financial, customer, vendor, employee, service, warranty, customer complaint are located at the offices of Buyer and are accurate and complete in all material respects. Buyer has and maintains all records required to be maintained by it, and maintains all such records, in accordance with good business practices and all federal, state and local laws, rules, regulations and other requirements of every governmental body, court and agency applicable to them. Buyer maintains a system of internal controls that is adequate to ensure the accuracy of its financial books and records. Buyer has filed all federal, state and local tax returns (whether relating to income, excise, sales, use, franchise, withholding, payroll, social security, other welfare, real or performance by Buyer personal property or other types of this Agreement taxes, all of which are referenced herein, collectively, as “Taxes”) required to be filed through the date hereof and has paid in full all Taxes which have become due, whether or the other Buyer Documentsnot pursuant to such returns, or are claimed to be due by any taxing authority. No interest, penalties or other charges are, or will become, due with respect to the consummation by Buyer of the transactions contemplated hereby and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or late filing of any documents withsuch return. Each of such Tax returns heretofore filed by Buyer correctly and accurately reflects in all material respects the amount of its Tax due thereunder. Buyer has withheld, collected and paid all other levies, assessments, license fees and Taxes to the extent required and, with respect to payments, to the extent that the same have become due and payable. Buyer has not been notified that Buyer is subject to, or the taking is currently undergoing, an audit by any federal, state or local Tax authority with respect to any Tax. (j) There is a total of any other action in respect of9,054,000 shares of Buyer’s Common Stock, any United States federal or state governmental authority or the terms par value $.0001 per share, issued and provisions outstanding as of this Agreement or any Buyer Document, except such as have been, or will be, obtained, effected, waived or paid on or prior to the Closing Date. There are no shares of preferred stock or derivative securities outstanding, whether in options, warrants or any other security or instrument, permitting the issuance and/or receipt of Common Stock or other equity in Buyer. (5k) There are no pending orNeither Buyer nor any of its officers, directors, agents, employees or any other person while acting on behalf of the Buyer has, directly or indirectly: used any funds for unlawful contributions, unlawful gifts or other unlawful expenses relating to political activity; made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns from any funds; established or maintained any unlawful or unrecorded monies or other assets; made any false or fictitious entry on their books or records; made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment, or other payment of a similar or comparable nature, to any person or entity, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business or to obtain special concessions, or to pay for favorable treatment for business secured or for special concessions already obtained; or has participated in any illegal boycott or other similar illegal practices affecting anyone dealing with the best of Buyer’s knowledge, threatened investigations, suits or proceedings against Buyer or affecting Buyer or its properties, that, if determined adversely, would adversely affect the consummation of the transaction contemplated by, or performance by Buyer of its obligations under this Agreement. (6l) Buyer is not Neither the Buyer, nor any of its respective employees or agents, has employed any financial advisor, broker or finder, or incurred any liability for any financial advisory, brokerage or finder’s fee or commission, in breach of any law that would have an adverse effect on Buyer or on Buyer’s ability to perform its obligations underconnection with this Agreement, this Agreement or the other Buyer DocumentsRelated Agreements, or the transactions contemplated by such agreements, for which Seller could or would become liable or obligated.

Buyer’s Representations. The Buyer hereby represents and warrants to Seller the Sellers and the Company as of the date hereof and as of the time of transfer of each Aircraft and the Spares Package, Agreement Date as follows: 7.1. The Buyer has the necessary power and authority to sign and deliver this Agreement, and to perform its obligations under this Agreement. 7.2. This Agreement has been duly and validly signed and delivered by the Buyer and, assuming due authorization, signing and delivery by each Seller and the Company, constitutes a valid and legally binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights or by general principles of equity, whether such enforceability is considered in a court of law, a court of equity or otherwise. 7.3. The signing, delivery, and performance of this Agreement will not, with or without the giving of notice, the termination of any grace period or both: (1a) violate any law applicable to the Buyer; (b) result in a breach by the Buyer of, conflict with, result in a termination of, contravene or constitute or will constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under any of the terms, conditions, or provisions of the Buyer’s governance documents, any contract or other instrument or obligation to which the Buyer is a limited liability company party, or by which the Buyer or any of its properties or assets may be bound, that, individually or in the aggregate, would reasonably be expected to prevent, materially impair or materially delay the ability of the Seller to perform its obligations under this Agreement on a timely basis; or (c) result in the creation of any Encumbrances upon the Buyer’s properties or assets that, individually or in the aggregate, would reasonably be expected to prevent or materially impair or materially delay the ability of the Buyer to perform its obligations under this Agreement on a timely basis 7.4. The Buyer is duly organized, established and validly existing and in good standing under the laws of its jurisdiction of establishment. 7.5. There is no proceeding pending or, to the state knowledge of Delaware. the Buyer, threatened against the Buyer has all requisite power and authority that, individually or in the aggregate, would reasonably be expected to enter into and prevent or materially impair or delay the ability of the Buyer to perform its obligations under this Agreement and the other documents referred to herein to which Buyer is on a party (the “Buyer Documents”)timely basis. (2) This Agreement has been7.6. No agent, and broker, financial advisor, or other intermediary acting on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, duly authorized, executed and delivered by Buyer. This Agreement constitutes, and the other Buyer Documents, when executed and delivered, will constitute, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforcement behalf of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting enforcement of creditors’ rights generally, and by general principles of equity. (3) None of the execution, delivery or performance by Buyer of this Agreement, or any of the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, will contravene any applicable law binding on Buyer or any of its property, or any provision of the certificate of incorporation or by-laws of Buyer, or will result in a breach of, or constitute a default under, or contravene any provision of, any mortgage, deed of trust, indenture or other material agreement or instrument to which Buyer is a party or by which Buyer or all or any of its property or assets may be bound. (4) None of the execution, delivery or performance by Buyer of this Agreement or the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any Buyer Document, except such as have beenis, or will be, obtainedentitled to, effectedany broker’s commission, waived finder’s fees, or paid on or prior to the Closing Date. (5) There are no pending or, to the best of Buyer’s knowledge, threatened investigations, suits or proceedings against Buyer or affecting Buyer or its properties, that, if determined adversely, would adversely affect the consummation similar payment from any of the transaction contemplated byparties, or performance by Buyer from any affiliate of its obligations under any of the parties, in connection with this Agreement. (6) Buyer is not in breach of any law that would have an adverse effect on Buyer or on Buyer’s ability to perform its obligations under, this Agreement or the other Buyer Documents.

Buyer’s Representations. For the purpose of inducing Seller to enter into this Agreement and to consummate the sale and purchase of the Property in accordance herewith, Buyer hereby represents makes the following representations and warrants warranties to Seller Parties as of the date hereof Effective Date and as of the time of transfer of each Aircraft and the Spares Package, as follows:Closing Date. (1a) Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of its state of organization, and (if different than the state of Delawareorganization) the State in which the Property is located except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. Buyer is authorized to consummate the transaction set forth herein and fulfill all of its respective obligations hereunder and under all closing documents to be executed by them, and has all requisite power necessary limited liability company and/or corporate, as applicable, power, to execute and authority to enter into and perform its obligations under deliver this Agreement and all closing documents to be executed by them, and to perform all of their obligations hereunder and thereunder. Neither the other execution and delivery of this Agreement and all closing documents referred to herein to be executed by Buyer, nor the performance of the obligations of Buyer hereunder or thereunder will result in the violation of any applicable Laws or any provision of the organizational documents of or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Buyer is bound except where the violation, breach, conflict, default, acceleration or failure to give notice would not have a party (the “Buyer Documents”)Material Adverse Effect. (2b) This Agreement has been, and on all closing documents to be executed by Buyer have been (or prior to the applicable as of Closing Date, the applicable Buyer Documents will have been) duly authorized by all requisite corporate or other required action on the part of Buyer and to Buyer’s knowledge, duly authorized, executed and delivered by Buyer. This Agreement constitutes, and are the other Buyer Documents, when executed and delivered, will constitute, the legal, valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its their respective terms, except as enforcement of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting enforcement of creditors’ rights generally, and by general principles of equity. (3c) None Buyer has sufficient cash on hand or other sources of available funds to enable it to make payment of the execution, delivery or performance by Buyer of this Agreement, or any of the other Buyer Documents, or the consummation by Buyer of Purchase Price and consummate the transactions contemplated hereby and thereby, will contravene any applicable law binding on Buyer or any of its property, or any provision of the certificate of incorporation or by-laws of Buyer, or will result in a breach of, or constitute a default under, or contravene any provision of, any mortgage, deed of trust, indenture or other material agreement or instrument to which Buyer is a party or by which Buyer or all or any of its property or assets may be bound. (4) None of the execution, delivery or performance by Buyer of this Agreement or the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any Buyer Document, except such as have been, or will be, obtained, effected, waived or paid on or prior to the Closing Date. (5) There are no pending or, to the best of Buyer’s knowledge, threatened investigations, suits or proceedings against Buyer or affecting Buyer or its properties, that, if determined adversely, would adversely affect the consummation of the transaction contemplated by, or performance by Buyer of its obligations under this Agreement. (6d) There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer's knowledge, threatened against or by Buyer or any affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. (e) Buyer is not has conducted, or as of Closing, will have had the opportunity to conduct its own independent investigation, review and analysis of the Seller’s business and the Property and/or Operating Assets. Buyer acknowledges and agrees that: (a) in breach making its decision to consummate the transactions contemplated hereby, Buyer will have relied solely upon its own investigation and the investigation conducted on its behalf and the express representations and warranties of any law that would have an adverse effect on Buyer or on Buyer’s ability to perform its obligations under, Seller set forth in this Agreement (including related portions of the Schedules); and (b) neither Seller nor any other person has made any representation or warranty as to Seller, the other Buyer DocumentsSeller’s business, the Property, Operating Assets or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Schedules).

Buyer’s Representations. Buyer hereby represents and warrants to Seller that the following matters are true and correct as of the date hereof of execution of this Agreement, are material and are being relied upon by Seller, and shall, except as otherwise disclosed in writing by Buyer to Seller, be true and correct as of the time of transfer of each Aircraft and the Spares Package, as follows: Closing: (1i) Buyer is a limited liability company corporation, duly organizedformed, validly existing and in good standing under the laws of the state State of Delaware. Buyer has all requisite power and authority to enter into and perform its obligations under ; (ii) this Agreement and all documents executed by Buyer that are to be delivered to Seller at Closing (a) are, or at the other documents referred to herein to which Buyer is a party (the “Buyer Documents”). (2) This Agreement has been, and on or prior to the applicable time of Closing Date, the applicable Buyer Documents will have beenbe, duly authorized, executed and delivered by Buyer. This Agreement constitutes, (b) do not, and at the other Buyer Documentstime of Closing will not, when executed and delivered, will constitute, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforcement of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting enforcement of creditors’ rights generally, and by general principles of equity. (3) None of the execution, delivery or performance by Buyer of this Agreement, or any of the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, will contravene any applicable law binding on Buyer or any of its property, or violate any provision of the certificate of incorporation or by-laws of Buyer, or will result in a breach of, or constitute a default under, or contravene any provision of, any mortgage, deed of trust, indenture or other material agreement or instrument judicial order to which Buyer is a party or by to which Buyer is subject and (c) constitute (or all in the case of closing documents will constitute) a valid and legally binding obligation of Buyer; (iii)Buyer has full and complete power and authority to enter into this Agreement and, subject to obtaining any consents or any of waivers required to be obtained prior to Closing, to perform its property or assets may be bound.obligations hereunder; and (iv) (4) None of the execution, delivery or performance by Buyer of this Agreement or the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any Buyer Document, except such as have been, or will be, obtained, effected, waived or paid on or prior to the Closing Date. (5) There are no pending or, to the best of Buyer’s knowledge, threatened investigations, suits or proceedings against Buyer or affecting Buyer or its properties, that, if determined adversely, would adversely affect the consummation of the transaction contemplated by, or performance by Buyer of its obligations under this Agreement. (6a) Buyer is not presently the subject of a bankruptcy, insolvency or probate proceedings and Buyer does not anticipate nor intend to file or cause to be filed any bankruptcy or insolvency proceeding involving Buyer or Buyer's assets during the pendency of this Agreement, (b) Buyer has such knowledge and experience in breach financial and business matters that Buyer is capable of evaluating the merits and risks of an investment in the Property, (c) Buyer is represented by competent counsel, (d) Buyer shall furnish all of the funds for the purchase of the Property (other than funds supplied by institutional lenders which will hold valid mortgage liens against the Property) and such funds will not be from sources of funds or properties derived from any unlawful activity, (e) prior to Closing, Buyer and its agents will have thoroughly inspected the Property, fully observed the physical characteristics and condition of the Property, and performed a thorough investigation of the suitability of Buyer's intended use of the Property, including without limitation, the suitability of the topography; the availability of water rights or utilities; any natural hazard of any law kind or nature, including without limitation, flood hazard, earthquake fault or seismic hazard, or forest fire risk or hazard; the present and future zoning, subdivision and any and all other land use matters; the condition of the soil, subsoil or groundwater of the Property and any and all other environmental matters; the purpose(s) to which the Property is suited; drainage; flooding; access to public roads; and proposed routes or roads or extensions relative to the Property, (f) Buyer acknowledges and confirms that, as of the date of Buyer's receipt of the NHDS, Buyer has received, read and understood the NHDS for the Property and agrees to accept the Property with all matters reflected, disclosed and set forth in the NHDS for the Property, and (g) Buyer understands it will have no recourse whatsoever against Seller or any of the other Releasees except as otherwise expressly set forth in this Agreement. Seller acknowledges and agrees that would have an adverse effect on no employee, partner, member, officer, director, agent, trustee or member, partner, representative or employee of a partner, member, officer, director, agent or other representative of Buyer or on any investment advisor, attorney, management company, contractor or representative of Buyer ("Buyer’s ability to perform its obligations under's Representatives"), shall be personally liable, or otherwise have any personal liability, under or in connection with this Agreement, including, without limitation, in connection with any of the representations, warranties or statements made in connection with, or pursuant to, this Agreement Agreement. The foregoing representations of Buyer made hereinabove shall survive the Closing for a period of six (6) months after the Closing Date; provided, however, that any claim, action, suit or proceeding with respect to the other truth, accuracy or completeness of any representations made by Buyer Documentsherein shall be commenced, if at all, on or before the date which is six (6) months after the Closing Date and, if not so commenced on or before such date, thereafter Seller shall be forever barred from making or bringing any such claim, action, suit or proceeding as though said representations are then void and of no further force or effect. Notwithstanding any provision contained herein to the contrary, Seller shall have no right to rely on, and Buyer shall have no liability with respect to, any representation or warranty (including any future certification or statement, actually or deemed made, as to representations or warranties) which Seller actually knows to be inaccurate or untrue at the time such representation or warranty is given.

Buyer’s Representations. Buyer hereby represents and warrants to Seller effective as of the date hereof Effective Date and as of the time of transfer of each Aircraft and the Spares PackageClosing Date, as follows: (1a) Buyer is a limited liability company duly organizedformed, validly existing and in good standing under the laws of Delaware, is authorized to consummate the state transaction set forth herein and fulfill all of Delaware. Buyer its obligations hereunder and under all closing documents to be executed by Buyer, and has all requisite necessary power to execute and authority to enter into and perform its obligations under deliver this Agreement and the other all closing documents referred to herein to which Buyer is a party (the “Buyer Documents”). (2) This Agreement has beenbe executed by Buyer, and on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, duly authorized, executed perform all of Buyer’s obligations hereunder and delivered by Buyerthereunder. This Agreement constitutes, and all closing documents to be executed by Buyer have been duly authorized by all requisite corporate or other required action on the other part of Buyer Documents, when executed and delivered, will constitute, are the legal, valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its their respective terms. Neither the execution and delivery of this Agreement and all closing documents to be executed by Buyer, except as enforcement nor the performance of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium obligations of Buyer hereunder or similar laws affecting enforcement thereunder will result in the violation of creditors’ rights generally, and by general principles of equity. (3) None of the execution, delivery or performance by Buyer of this Agreement, or any of the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, will contravene any applicable law binding on Buyer or any of its property, or any provision of the certificate organizational documents of incorporation or by-laws of Buyer, Buyer or will result in a breach of, conflict with any order or constitute a default under, decree of any court or contravene governmental instrumentality of any provision of, any mortgage, deed of trust, indenture or other material agreement or instrument to nature by which Buyer is a party bound; (b) No petition has been filed by or against Buyer under the Federal Bankruptcy Code or any similar State or Federal Law; (c) Neither Buyer nor, to Buyer’s actual knowledge, its affiliates, is in violation of any Anti-Money Laundering and Anti-Terrorism Laws. Neither Buyer nor, to Buyer’s actual knowledge, its affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by which the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State, or other U.S. government agencies, all as may be amended from time to time. Neither Buyer or all or nor, to Buyer’s actual knowledge, its affiliates or, without inquiry, any of its brokers or other agents, in any capacity in connection with the sale of the Properties (A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists referenced above, (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and Anti-Terrorism Laws. Neither Buyer, nor any person controlling or controlled by Buyer, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable anti-money laundering or anti-bribery laws and regulations (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)); and (d) Buyer is not, and is not acting on behalf of, (a) a Plan, (b) an entity or account the assets may be boundof which constitute “plan assets” of one or more such Plans within the meaning of Department of Labor Regulation 29 CFR Section 2510.3-101, as modified by Section 3(42) of ERISA or (c) a “governmental plan” within the meaning of Section 3(32) of ERISA. (4e) None of the execution, delivery or performance by Buyer For purposes of this Agreement or the other Buyer DocumentsAgreement, or the consummation by Buyer of the transactions contemplated hereby and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any Buyer Document, except such as have been“to Buyer’s knowledge”, or will be, obtained, effected, waived or paid on or prior to the Closing Date. (5) There are no pending or, “to the best of Buyer’s knowledge”, threatened investigationsor like phrases mean the knowledge of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, suits an individual in Buyer’s organization expected to have knowledge of the matters set forth in this Agreement; provided however, that so qualifying Buyer’s knowledge shall in no event give rise to any personal liability on the part of such individual (or proceedings against Buyer any other officer, director or affecting employee of Buyer or its properties, that, if determined adversely, would adversely affect the consummation affiliates) on account of the transaction contemplated by, or performance by Buyer of its obligations under this Agreement. (6) Buyer is not in any breach of any law that would have an adverse effect on representation, warranty or covenant by Buyer or on Buyer’s ability to perform its obligations under, this Agreement or the other Buyer Documentsherein.

Buyer’s Representations. Buyer hereby represents and warrants to Seller effective as of the date hereof and as of the time of transfer of each Aircraft and the Spares PackageClosing Date, as follows: (1a) Buyer is a limited liability company duly organizedformed, validly existing and in good standing under the laws of Delaware, is authorized to consummate the state transaction set forth herein and fulfill all of Delaware. Buyer its obligations hereunder and under all closing documents to be executed by ▇▇▇▇▇, and has all requisite necessary power to execute and authority to enter into and perform its obligations under deliver this Agreement and the other all closing documents referred to herein to which Buyer is a party (the “Buyer Documents”). (2) This Agreement has beenbe executed by ▇▇▇▇▇, and on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, duly authorized, executed perform all of Buyer’s obligations hereunder and delivered by Buyerthereunder. This Agreement constitutes, and all closing documents to be executed by ▇▇▇▇▇ have been duly authorized by all requisite corporate or other required action on the other part of Buyer Documents, when executed and delivered, will constitute, are the legal, valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its their respective terms. Neither the execution and delivery of this Agreement and all closing documents to be executed by ▇▇▇▇▇, except as enforcement nor the performance of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium obligations of Buyer hereunder or similar laws affecting enforcement thereunder will result in the violation of creditors’ rights generally, and by general principles of equity. (3) None of the execution, delivery or performance by Buyer of this Agreement, or any of the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, will contravene any applicable law binding on Buyer or any of its property, or any provision of the certificate organizational documents of incorporation Buyer or bywill conflict with any order or decree of any court or governmental instrumentality of any nature by which ▇▇▇▇▇ is bound; (b) No petition has been filed by or against Buyer under the Federal Bankruptcy Code or any similar State or Federal Law; (c) Neither Buyer nor, to Buyer’s actual knowledge, its affiliates, is in violation of any Anti-laws Money Laundering and Anti-Terrorism Laws. Neither Buyer nor, to Buyer’s actual knowledge, its affiliates, is acting, directly or indirectly, on behalf of Buyerterrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or will result in a breach ofare included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State, or constitute a default underother U.S. government agencies, or contravene any provision ofall as may be amended from time to time. Neither Buyer nor, any mortgageto Buyer’s actual knowledge, deed of trustits affiliates or, indenture or other material agreement or instrument to which Buyer is a party or by which Buyer or all or without inquiry, any of its brokers or other agents, in any capacity in connection with the sale of the Properties (A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists referenced above, (B) deals in, or otherwise engages in any transaction relating to, any property or assets may be bound. interests in property blocked pursuant to the Executive Order, or (4C) None engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the executionprohibitions set forth in any Anti-Money Laundering and Anti-Terrorism Laws. Neither Buyer, delivery nor any person controlling or performance controlled by Buyer of Buyer, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable anti-money laundering or the other Buyer Documentsanti-bribery laws and regulations (including funds being derived from any person, entity, country or the consummation by Buyer territory on a Government List or engaged in any unlawful activity defined under Title 18 of the transactions contemplated hereby and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any Buyer DocumentCode, except such as have been, or will be, obtained, effected, waived or paid on or prior to the Closing Date. (5) There are no pending or, to the best of Buyer’s knowledge, threatened investigations, suits or proceedings against Buyer or affecting Buyer or its properties, that, if determined adversely, would adversely affect the consummation of the transaction contemplated by, or performance by Buyer of its obligations under this Agreement. (6) Buyer is not in breach of any law that would have an adverse effect on Buyer or on Buyer’s ability to perform its obligations under, this Agreement or the other Buyer Documents.Section 1956(c)(7)); and

Buyer’s Representations. Buyer hereby represents and warrants to Seller as of the date hereof and as of the time of transfer of each Aircraft and the Spares Package, as followsthat: (1) Buyer a. It is a limited liability company duly organized, validly existing and in good standing under the laws of the state State of Delaware. Texas and Buyer is or prior to Closing will be duly qualified pursuant to any and all applicable laws, statutes and regulations to own and operate the Assets; b. It has all requisite power and authority to carry on its business as presently conducted, to enter into this Agreement and the other documents and agreements contemplated hereby, to purchase the Assets on the terms described in this Agreement, and to perform its other obligations under this Agreement and the other documents referred to herein to which Buyer is a party (the “Buyer Documents”). (2) This Agreement has been, and on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, duly authorized, executed and delivered by Buyeragreements contemplated hereby. This Agreement constitutes, and the other Buyer Documents, when executed and delivered, will constitute, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforcement of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting enforcement of creditors’ rights generally, and by general principles of equity. (3) None of the execution, delivery or performance by Buyer of this Agreement, or any of the other Buyer Documents, or the The consummation by Buyer of the transactions contemplated hereby and therebyby this Agreement will not violate, will contravene nor be in conflict with, any applicable law binding on Buyer provision of Buyer’s articles of organization, regulations or any of its propertygoverning documents, or any provision of the certificate of incorporation or by-laws of Buyer, or will result in a breach of, or constitute a default under, or contravene any provision of, any mortgage, deed of trust, indenture or other material agreement or instrument to which Buyer is a party Party or by which Buyer or all it is bound, or any of its property judgment, decree, order, statute, rule or assets may be bound.regulation applicable to Buyer; (4) None of the c. The execution, delivery or and performance of this Agreement and the transactions contemplated hereunder have been duly and validly authorized by all requisite company action on the part of the Buyer; d. This Agreement constitutes, and all documents and instruments required hereunder to be executed and delivered by Buyer at Closing will constitute, legal, valid and binding obligations of Buyer in accordance with their respective terms, subject to bankruptcy and other similar laws of general application with respect to creditors; e. There are no bankruptcy, reorganization or arrangement proceedings pending, being contemplated by, or to the actual knowledge of the officers of Buyer, threatened against Buyer; f. No broker or finder has acted for or on behalf of Buyer in connection with this Agreement or the transactions contemplated by this Agreement, and no broker or finder is entitled to any brokerage or finder’s fee or commission in respect thereof based in any way on agreements, arrangements or understandings made by or on behalf of Buyer; g. Prior to entering into this Agreement, Buyer was advised by and has relied solely on its own legal, tax and other professional counsel concerning this Agreement, the Assets and the value thereof. Buyer Documentsis acquiring the Assets for its own account and not for distribution or resale in any manner that would violate any state or federal securities law, rule, regulation or order; h. Buyer believes that it has arranged to have available by the consummation by Closing Date sufficient funds to enable the Buyer to pay in full the cash portion of the transactions contemplated hereby Purchase Price described in Section 3.1(a); i. As of the Closing Date and therebyassuming that the Buyer elects to make payment to Seller pursuant to Section 3.1(b)(1) hereof, requires Healthbridge shall have duly authorized and approved the consent or approval of, issuance of the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms Stock to Seller as provided herein; and j. Buyer and provisions of this Agreement or any Buyer Document, except Healthbridge are not persons with whom Seller are restricted from doing business with under applicable laws relating to national security (such as have beenthe Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, or will be, obtained, effected, waived or paid on or prior to commonly known as the Closing Date“USA Patriot Act”) and executive orders and regulations issued thereunder. (5) There are no pending or, to the best of Buyer’s knowledge, threatened investigations, suits or proceedings against Buyer or affecting Buyer or its properties, that, if determined adversely, would adversely affect the consummation of the transaction contemplated by, or performance by Buyer of its obligations under this Agreement. (6) Buyer is not in breach of any law that would have an adverse effect on Buyer or on Buyer’s ability to perform its obligations under, this Agreement or the other Buyer Documents.

Buyer’s Representations. Buyer hereby represents and warrants to Seller Sellers that as of the date hereof the following representations and as of warranties are true in all material respects and shall be true in all material respects on the time of transfer of each Aircraft and the Spares Package, as followsClosing: (1a) Buyer is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the state State of DelawareIllinois. At the Closing Date, Buyer or its permitted assignee will be authorized to do business in the State of Nevada. Buyer has all requisite full power and authority to enter into execute and deliver this Agreement and all other documents now or hereafter to be executed and delivered by it pursuant to this Agreement (the “Buyer’s Documents”) and to perform its all obligations arising under this Agreement and the other documents referred to herein to which Buyer is a party (the “Buyer Buyer’s Documents”). (2) This Agreement has been, and on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, duly authorized, executed and delivered by Buyer. This Agreement constitutes, and the other Buyer Documents, when executed and delivered, Buyer’s Documents will each constitute, the legal, valid and binding obligation obligations of Buyer, enforceable against Buyer in accordance with its their respective terms, except as enforcement of the terms hereof covenants and thereof may be limited by applicable conditions, subject to bankruptcy, insolvency, reorganization, liquidation, moratorium or reorganization and other similar laws affecting the enforcement of creditors’ rights generally, and except as may be limited by general principles of equityequitable principles. Each person or entity comprising Buyer has duly authorized and approved this Agreement and the transaction contemplated hereby. (3b) None This Agreement and the Buyer’s Documents do not and will not contravene any provision of the executionorganizational documents of Buyer, delivery or performance by Buyer of this Agreementany judgment, order, decree, writ, injunction or any of the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, will contravene any applicable law agreement binding on Buyer or any of its propertyBuyer, or any provision of the certificate of incorporation any existing law or by-laws of Buyer, or will result in a breach of, or constitute a default under, or contravene any provision of, any mortgage, deed of trust, indenture or other material agreement or instrument regulation to which Buyer is a party or by which Buyer or all or any of its property or assets may be is bound. (4) None of the execution, . The execution and delivery or performance by Buyer of this Agreement or the other Buyer Documents, or and the consummation by Buyer of the transactions contemplated hereby do not and therebywill not require (except to the extent, requires specifically set forth herein) any consent by any third party (including, without limitation, the consent or approval of, the giving of notice to, the registration, recording or filing of any documents withdirect or indirect partner of Buyer). (c) Notwithstanding anything to the contrary set forth in this Agreement, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any Buyer Document, except such as have been, or will be, obtained, effected, waived or paid on or if prior to the Closing Date, Buyer has or obtains knowledge that any of Sellers’ representations or warranties set forth in Article VIII are untrue in any respect, and Buyer nevertheless proceeds with the Closing, then the breach by any Seller of the representations and warranties as to which Buyer shall have such knowledge shall be deemed waived by Buyer, such representations and warranties shall be deemed modified to conform them to the information that Buyer shall have knowledge of and Sellers shall have no liability to Buyer or its successors or assigns in respect thereof. Buyer shall promptly notify Sellers in writing within two (2) Business Days if Buyer has or obtains knowledge that any of Sellers’ representations or warranties set forth in Article VIII are untrue in any respect. (5d) There are no pending or, to the best of To Buyer’s knowledge, no litigation, or governmental or agency proceeding or investigation is pending or threatened investigations, suits or proceedings against Buyer which would materially impair or affecting Buyer or its properties, that, if determined adversely, would adversely affect the consummation of the transaction contemplated by, or performance by Buyer of its obligations under this Agreement. (6) Buyer is not in breach of any law that would have an adverse effect on Buyer or on Buyer’s ability to perform its obligations under, under this Agreement and consummate the transactions contemplated herein. (e) Buyer has the financial wherewithal to perform its obligations hereunder, and Buyer is not the subject of any bankruptcy, reorganization, insolvency or the other Buyer Documentssimilar proceedings.

Buyer’s Representations. Buyer hereby represents and warrants to Seller effective as of the date hereof Effective Date and as of the time of transfer of each Aircraft and the Spares PackageClosing Date, as follows: (1a) Buyer is a limited liability company duly organizedformed, validly existing and in good standing under the laws of Delaware, is authorized to consummate the state transaction set forth herein and fulfill all of Delaware. Buyer its obligations hereunder and under all closing documents to be executed by ▇▇▇▇▇, and has all requisite necessary power to execute and authority to enter into and perform its obligations under deliver this Agreement and the other all closing documents referred to herein to which Buyer is a party (the “Buyer Documents”). (2) This Agreement has beenbe executed by ▇▇▇▇▇, and on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, duly authorized, executed perform all of Buyer’s obligations hereunder and delivered by Buyerthereunder. This Agreement constitutes, and all closing documents to be executed by ▇▇▇▇▇ have been duly authorized by all requisite corporate or other required action on the other part of Buyer Documents, when executed and delivered, will constitute, are the legal, valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its their respective terms. Neither the execution and delivery of this Agreement and all closing documents to be executed by ▇▇▇▇▇, except as enforcement nor the performance of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium obligations of Buyer hereunder or similar laws affecting enforcement thereunder will result in the violation of creditors’ rights generally, and by general principles of equity. (3) None of the execution, delivery or performance by Buyer of this Agreement, or any of the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, will contravene any applicable law binding on Buyer or any of its property, or any provision of the certificate organizational documents of incorporation Buyer or bywill conflict with any order or decree of any court or governmental instrumentality of any nature by which ▇▇▇▇▇ is bound; (b) No petition has been filed by or against Buyer under the Federal Bankruptcy Code or any similar State or Federal Law; (c) Neither Buyer nor, to Buyer’s actual knowledge, its affiliates, is in violation of any Anti-laws Money Laundering and Anti-Terrorism Laws. Neither Buyer nor, to Buyer’s actual knowledge, its affiliates, is acting, directly or indirectly, on behalf of Buyerterrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or will result in a breach ofare included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State, or constitute a default underother U.S. government agencies, or contravene any provision ofall as may be amended from time to time. Neither Buyer nor, any mortgageto Buyer’s actual knowledge, deed of trustits affiliates or, indenture or other material agreement or instrument to which Buyer is a party or by which Buyer or all or without inquiry, any of its brokers or other agents, in any capacity in connection with the sale of the Properties (A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists referenced above, (B) deals in, or otherwise engages in any transaction relating to, any property or assets may be bound.interests in ​ ​ property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and Anti-Terrorism Laws. Neither Buyer, nor any person controlling or controlled by Buyer, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable anti-money laundering or anti-bribery laws and regulations (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)); and (4d) None Buyer is not, and is not acting on behalf of, (a) a Plan, (b) an entity or account the assets of which constitute “plan assets” of one or more such Plans within the executionmeaning of Department of Labor Regulation 29 CFR Section 2510.3-101, delivery as modified by Section 3(42) of ERISA or performance by Buyer (c) a “governmental plan” within the meaning of Section 3(32) of ERISA. For purposes of this Agreement or the other Buyer DocumentsAgreement, or the consummation by Buyer of the transactions contemplated hereby and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any Buyer Document, except such as have been“to Buyer’s knowledge”, or will be, obtained, effected, waived or paid on or prior to the Closing Date. (5) There are no pending or, “to the best of Buyer’s knowledge”, threatened investigationsor like phrases mean the actual knowledge of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, suits with no duty of inquiry, an individual in Buyer’s organization expected to have knowledge of the matters set forth in this Agreement; provided however, that so qualifying Buyer’s knowledge shall in no event give rise to any personal liability on the part of such individual (or proceedings against Buyer any other officer, director or affecting employee of Buyer or its properties, that, if determined adversely, would adversely affect the consummation affiliates) on account of the transaction contemplated by, or performance by Buyer of its obligations under this Agreement. (6) Buyer is not in any breach of any law that would have an adverse effect on representation, warranty or covenant by Buyer or on Buyer’s ability to perform its obligations under, this Agreement or the other Buyer Documentsherein.

Buyer’s Representations. Buyer hereby represents and warrants to Seller as of Sellers the date hereof and as of the time of transfer of each Aircraft and the Spares Package, as followsfollowing: (1) . Buyer has been duly organized and is validly existing as a Delaware limited liability company duly organized, validly existing and in good standing under the laws of the state State of Delaware, and is or will be prior to the Closing qualified to transact business in the state where the Land is located. Buyer has all requisite power the full right and authority to enter into and perform its obligations under this Agreement and to purchase the Property pursuant hereto and to consummate or cause to be consummated the transactions contemplated herein. The person signing this Agreement on behalf of Buyer is authorized to do so. Neither the execution and delivery of this Agreement nor any other documents referred executed and delivered, or to herein be executed and delivered, by Buyer in connection with the transactions described herein, will violate any provision of Buyer’s organizational documents or of any agreements, regulations, or laws to or by which Buyer is a party (the “Buyer Documents”). (2) bound. This Agreement has been, and on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, been duly authorized, executed and delivered by Buyer. This Agreement constitutes, and the other Buyer Documents, when executed and delivered, will constitute, the legal, is a valid and binding obligation of Buyer, Buyer and is enforceable against Buyer in accordance with its terms, except as enforcement of the terms hereof and thereof may be limited by subject to (i) applicable bankruptcy, insolvency, reorganization, liquidationmoratorium, moratorium or similar and other laws affecting enforcement the rights of creditors’ rights creditors generally, ; and by (ii) the exercise of judicial discretion in accordance with general principles of equity. 2. Buyer has obtained all consents and permissions (3if any) None of the execution, delivery or performance by Buyer of this Agreement, or any of the other Buyer Documents, or the consummation by Buyer of related to the transactions herein contemplated hereby and therebyrequired under any covenant, will contravene any applicable agreement, encumbrance, law binding on Buyer or any of its property, or any provision of the certificate of incorporation or by-laws of Buyer, or will result in a breach of, or constitute a default under, or contravene any provision of, any mortgage, deed of trust, indenture or other material agreement or instrument to regulation by which Buyer is a party or by which Buyer or all or any of its property or assets may be bound. (4) None of the execution, delivery or performance by Buyer of this Agreement or the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any Buyer Document, except such as have been, or will be, obtained, effected, waived or paid on or prior to the Closing Date. (5) There are no pending or, to the best of 3. To Buyer’s knowledge, there is no action, suit, arbitration, administrative or judicial administrative proceeding, or unsatisfied order or judgment pending or threatened investigations, suits or proceedings against Buyer or affecting Buyer or its properties, that, if determined adversely, would adversely affect the consummation of the transaction contemplated by, or performance by Buyer of its obligations under this Agreement. (6) Buyer is not , which, if adversely determined, could individually or in breach of any law that would the aggregate have an a material adverse effect on Buyer or on Buyer’s ability to perform its obligations underconsummate the transaction contemplated herein 4. Buyer is not (i) an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, this Agreement as amended (“ERISA”), (ii) a “governmental plan” under Section 3(32) of ERISA, (iii) any plan described in Section 4975 of the Internal Revenue Code, or (iv) an entity whose underlying assets include “plan assets” by reason of the other Buyer Documentsapplication of the ERISA “plan assets” regulation (29 C.F.R. 2510.3-101).

Buyer’s Representations. For the purpose of inducing Seller to enter into this Agreement and to consummate the sale and purchase of the Property in accordance herewith, Buyer hereby represents makes the following representations and warrants warranties to Seller as of the date hereof and as of the time Closing Date, which shall survive the Closing for a period of transfer of each Aircraft and the Spares Package, as follows: one (1) year. (a) Buyer represents and warrants to, and covenants with, Seller that Buyer is a limited liability company duly organizedformed, validly existing and in good standing under the laws of Delaware and is authorized to consummate the state transaction set forth herein and fulfill all of Delawareits obligations hereunder and under all closing documents to be executed by Buyer. Buyer has all requisite necessary power to execute and authority to enter into and perform its obligations under deliver this Agreement and the other all closing documents referred to herein be executed by Buyer, and to which Buyer is a party (the “Buyer Documents”). (2) perform all of Buyer’s obligations hereunder and thereunder. This Agreement has been, and on all closing documents to be executed by Buyer have been (or prior to the applicable as of Closing Date, the applicable Buyer Documents will have been, ) duly authorized, executed authorized by all requisite corporate or other required action on the part of Buyer and delivered by Buyer. This Agreement constitutes, and are the other Buyer Documents, when executed and delivered, will constitute, the legal, valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its their respective terms. Neither the execution and delivery of this Agreement and all closing documents to be executed by Buyer, except as enforcement nor the performance of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium obligations of Buyer hereunder or similar laws affecting enforcement of creditors’ rights generally, and by general principles of equity. (3) None of the execution, delivery or performance by Buyer of this Agreement, or any of the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and therebythereunder, will contravene result in the violation of any applicable law binding on Buyer or any of its property, Laws or any provision of the certificate organizational documents of incorporation Buyer or by-laws will conflict with any order or decree of any court or governmental instrumentality of any nature by which Buyer is bound. (b) To the actual knowledge of Buyer, no consent, license, approval, order, permit or will result in a breach authorization of, or constitute a default underregistration, filing or contravene declaration with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required to be obtained or made in connection with the execution, delivery and performance by the Buyer of this Agreement or any of the transactions required or contemplated hereby. (c) The execution, delivery and compliance with, and performance of the terms and provisions of, this Agreement, and the purchase of the Assets, will not (i) conflict with or result in any violation of its organizational documents, (ii) conflict with or result in any violation of any provision ofof any bond, any note or other instrument of indebtedness, contract, indenture, mortgage, deed of trust, indenture loan agreement, lease or other material agreement or instrument to which Buyer it is a party in its individual capacity, or by which Buyer (iii) to the actual knowledge of Buyer, violate any existing term or all provision of any order, writ, judgment, injunction, decree, statute, law, rule or any of regulation applicable to it or its property assets or assets may be boundproperties. (4d) None The Buyer has sufficient cash, readily available lines of credit or other sources of immediately available funds to enable it to make payment of the execution, delivery or performance by Buyer of this Agreement or the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby Purchase Price and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any Buyer Document, except such as have been, or will be, obtained, effected, waived or amounts to be paid on or prior to the Closing Dateby it hereunder. (5) There are no pending or, to the best of Buyer’s knowledge, threatened investigations, suits or proceedings against Buyer or affecting Buyer or its properties, that, if determined adversely, would adversely affect the consummation of the transaction contemplated by, or performance by Buyer of its obligations under this Agreement. (6) Buyer is not in breach of any law that would have an adverse effect on Buyer or on Buyer’s ability to perform its obligations under, this Agreement or the other Buyer Documents.

Buyer’s Representations. Each Buyer hereby represents and warrants to Seller as of the date hereof and as of the time of transfer of each Aircraft and the Spares Package, as followsfollowing: (1a) Buyer is a limited liability company duly organizedhas the right, validly existing and in good standing under the laws of the state of Delaware. Buyer has all requisite power power, legal capacity and authority to enter into and perform its his respective obligations under this Agreement Agreement, to carry out his obligations hereunder and to consummate the other documents referred to herein to which Buyer is a party (the “Buyer Documents”). (2) transactions contemplated hereby. This Agreement has been, and on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, been duly authorized, executed and delivered by Buyer. This Agreement constitutes. (b) No filing with, authorization from or consent or approval of any governmental body, agency, official or authority or any other third party is necessary or required to be made or obtained to enable Buyer to enter into, and to perform his respective obligations under, this Agreement. (c) Assuming the other Buyer Documentsdue authorization, execution and delivery by Seller, this Agreement, when executed and delivereddelivered by Seller, will constitute, the legal, be a valid and binding obligation of Buyer, enforceable against Buyer him in accordance with its terms, except as enforcement of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting enforcement of creditors’ rights generally, and by general principles of equity. (3d) None of Neither the execution, execution and delivery or performance by Buyer of this Agreement, or any of the other Buyer Documents, or nor the consummation by Buyer of the transactions contemplated hereby and therebyhereby, will contravene any applicable law binding on Buyer or any of its propertyconflict with, or any provision (with or without notice or lapse of the certificate of incorporation or by-laws of Buyertime, or will both) result in a termination, breach ofor violation of (i) any instrument, contract or constitute a default under, or contravene any provision of, any mortgage, deed of trust, indenture or other material agreement or instrument to which either Buyer is a party or by which he is bound, or (ii) any federal, state, local or foreign law, ordinance, judgment, decree, order, statute, or regulation, or that of any other governmental body or authority, applicable to either Buyer or all his respective assets or any of its property or assets may be boundproperties. (4e) None of Buyer is acquiring the executionShares for his own account, delivery for investment purposes only and not with a view to the resale or performance by Buyer of this Agreement or the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing distribution of any documents withpart thereof. (f) Buyer is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, or and has been provided with all materials and information requested by Buyer, including any information requested to verify any information furnished, and the taking Buyer has been provided the opportunity for direct communication between Seller and its representatives and the Buyer regarding the purchase contemplated by this Agreement, including the opportunity to ask questions and receive answers from Seller. (g) Buyer understands that the Shares are being offered and sold to him in reliance upon specific exemptions from the registration requirements of any other action in respect of, any United States federal or and state governmental authority or the terms and provisions of this Agreement or any Buyer Document, except such as have been, or will be, obtained, effected, waived or paid on or prior to the Closing Datesecurities laws. (5h) There are no pending orBuyer understands that the Shares will bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Shares): "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended. The securities may not be sold, transferred or assigned in the absence of an effective registration statement for the offer and sale of the securities under said Act, or an opinion of counsel to the best Company, in form, substance and scope customary for opinions of Buyer’s knowledge, threatened investigations, suits or proceedings against Buyer or affecting Buyer or its properties, that, if determined adversely, would adversely affect the consummation of the transaction contemplated by, or performance by Buyer of its obligations under this Agreement. (6) Buyer counsel in comparable transactions that registration is not in breach of any law that would have an adverse effect on Buyer or on Buyer’s ability to perform its obligations under, this Agreement or the other Buyer Documentsrequired under said Act."

Buyer’s Representations. Buyer hereby represents and warrants to Seller that as of the date hereof and as of the time of transfer of each Aircraft and the Spares Package, as followsClosing Date: (1a) Buyer is a limited liability company duly organized, organized corporation validly existing and in good standing under the laws of the state State of Delaware. Buyer ; will be (at the Closing Date) duly qualified to carry on its business in the state(s) in or adjacent to which the Properties are located, and has all requisite full power and authority to enter into and perform its obligations under pursuant to this Agreement according to its terms and the other documents referred to herein to which Buyer is a party (the “Buyer Documents”). (2) This this Agreement has been, and on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, been duly authorized, executed and delivered by Buyer. This Agreement constitutes, Buyer and the other Buyer Documents, when executed and delivered, will constitute, the constitutes a legal, valid valid, and binding obligation of Buyeron it, enforceable against Buyer it in accordance with its terms, except as enforcement of the terms hereof ; subject to applicable bankruptcy and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws affecting enforcement of general application with respect to creditors’ rights generally, and by general principles of equity. (3b) None of the Buyer’s execution, delivery or and performance by Buyer of this AgreementAgreement have been duly authorized by all necessary corporate action and will not conflict with or violate any agreement, or any of the other Buyer Documentslaw, or the consummation by Buyer of the transactions contemplated hereby and therebyrule, will contravene any applicable law binding on Buyer or any of its propertyregulation, or any provision of the certificate of incorporation or by-laws of Buyerordinance, or will result in a breach of, or constitute a default under, or contravene any provision of, any mortgage, deed of trust, indenture charter or other material agreement instrument governing either Buyer’s organization, management, business affairs or instrument to which Buyer is a party or by which Buyer or all or any of its property or assets may be is bound. (4c) None of the The execution, delivery or and performance by Buyer of this Agreement or and the other documents and agreements contemplated hereby do not and will not (i) violate, conflict with or result in the breach of the articles of incorporation or bylaws (or similar organizational documents) of the Buyer, (ii) conflict with or violate any Governmental Order or any Law applicable to the Buyer Documentsor (iii) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, acceleration or cancellation of, any note, bond, mortgage or indenture to which the Buyer is a party, except, in the case of clauses (ii) and (iii), as would not (1) materially and adversely affect the ability of the Buyer to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the other documents and agreements contemplated hereby or (2) otherwise have a material adverse effect on any of the Properties. d) By reason of its knowledge and experience in the evaluation, acquisition, and operation of oil and gas properties, Buyer has evaluated the merits and risks of purchasing the Properties from Seller and has formed an opinion based on Buyer’s knowledge and experience and not on the representations and warranties by Seller except as set forth herein. In entering into this Agreement, Buyer has relied solely on the express representations, warranties and covenants of Seller in this Agreement, Buyer’s independent investigation of, and judgment with respect to, the Properties and the advice of its own legal, tax, economic, environmental, engineering, geological and geophysical advisors and not on any comments or statements of any representatives of, or consultants or advisors, engaged by Seller. Buyer has not relied and will not rely on any statements or interpretation by Seller or its representatives in making its decision to enter into this Agreement or to close this transaction. e) Buyer has sufficient cash funds unconditionally at its disposal to enable Buyer to pay the Sale Price at Closing, and Buyer’s ability to pay the Sale Price at Closing is not subject to financing or to any other conditions that are not expressly set forth in this Agreement. Buyer is not aware of any event or condition that is reasonably likely to result in such funds not being available at Closing. f) Buyer is now, and hereafter shall continue to be, qualified to own and act as the designated operator of federal oil, gas and mineral leases in the Outer Continental Shelf, Gulf of Mexico, as well as private leases in the State of Mississippi, and leases granted by the State of Louisiana, and the consummation by Buyer of the transactions contemplated hereby and therebywill not cause Buyer to be disqualified as such an owner or operator or to exceed any limitation imposed by any law, requires the consent or approval ofstatute, the giving of notice to, the registration, recording or filing of any documents withrule, or the taking of any other action in respect ofregulation. g) Seller shall not have, directly or indirectly, any United States federal responsibility, liability or state governmental authority expense as a result of undertakings or the terms and provisions of this Agreement agreements by Buyer or any Buyer Documentof its affiliates for any commission, except such as have beeninvestment banking fees, financial advisory fees, brokerage fees, finder’s fees, or will be, obtained, effected, waived or paid on or prior to legal fees in connection with the Closing Date. (5) There are no pending or, to the best of Buyer’s knowledge, threatened investigations, suits or proceedings against Buyer or affecting Buyer or its properties, that, if determined adversely, would adversely affect the consummation of the transaction transactions contemplated by, or performance by Buyer of its obligations under this Agreement. (6h) As of the date hereof, Buyer is not in breach has no knowledge of any law matter that would have an adverse effect on Buyer constitute a breach by Seller of Seller’s representation, warranties or on Buyer’s ability to perform its obligations under, this Agreement or the other Buyer Documentscovenants hereunder.