FORWARD EQUITY PURCHASE AGREEMENT

Exhibit 10.3

This Forward Equity Purchase Agreement (this “Agreement”) is entered into as of [●], 2026 (the “Effective Date”), by and between ▇▇▇▇▇▇ Aviation Inc., a Delaware corporation (the “Company”), and The Boeing Company, a company organized and existing under the laws of Delaware (the “Purchaser”).

RECITALS

WHEREAS, the parties hereto have entered into that certain Equity Purchase Agreement, dated as of August 9, 2026 (as amended, modified, supplemented or restated in accordance with its terms, the “Purchase Agreement”), by and among the Purchaser, each of the Companies (as defined therein), and the Company; and

WHEREAS, in connection with the transactions contemplated by the Purchase Agreement, each of the parties hereto have agreed to enter into this Agreement, pursuant to which the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, in a private placement, the number of shares of the Company’s Class A Common Stock, par value $0.0001 (the “Class A Shares”) determined pursuant to Section 1(b) hereof, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises, representations, warranties and mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

Sale and Purchase.

(a)            Definitions. Capitalized terms used, but not otherwise defined herein shall have the meanings given to them in the Purchase Agreement. For purposes of this Agreement, the following terms, when used in this Agreement, shall have the following meanings:

(i)

“Aggregate Forward Purchase Price” means an amount equal to (A) the number of Forward Purchase Shares issuable pursuant to Section 1(b) multiplied by (B) the Per Forward Purchase Share Price. For the avoidance of doubt, in no event shall the Aggregate Forward Purchase Price exceed the Maximum Forward Purchase Amount.

(ii)

“Maximum Forward Purchase Amount” means an amount equal to fifty five million Dollars ($55,000,000.00).

(iii)

“Per Forward Purchase Share Price” means the lowest per share price agreed upon between the Company and the investors participating in such Company Equity Offering.

(b)            Forward Purchase Shares. Subject to the terms and conditions set forth herein, at any time prior to the later of (x) March 31, 2027 and (y) the date that is three (3) months following the Closing under the Purchase Agreement (the “Expiration Date”), the Company may elect (in the Company’s sole discretion), on a single occasion, to issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, subject to the terms and conditions of this Agreement, that number of Class A Shares up to an amount equal to the quotient of (i) the Maximum Forward Purchase Amount divided by (ii) the Per Forward Purchase Share Price (such number of Class A Shares, the “Forward Purchase Shares”), to be issued and sold by the Company to the Purchaser in connection with, and substantially concurrently with the closing of, an equity offering of Class A Shares conducted by the Company to third-party investors that is expected to result in gross proceeds to the Company of at least four hundred million Dollars ($400,000,000.00) (including any anticipated proceeds from the Purchaser hereunder) (a “Company Equity Offering”). The Company shall notify the Purchaser in writing of its intention to exercise this right at least seven (7) Business Days in advance of the anticipated pricing of the Company Equity Offering (an “Election Notice”). Notwithstanding the foregoing, the Company may deliver an Election Notice at any time, whether prior or after obtaining the Stockholder Approval; provided that the Forward Purchase Closing shall not occur until the Stockholder Approval is obtained; provided further that the Purchaser shall have no obligation to purchase any Forward Purchase Shares if the Stockholder Approval is not obtained prior to the later of the Expiration Date and June 30, 2027. Promptly following the pricing of the Company Equity Offering, the Company shall deliver to the Purchaser a written notice certifying that Stockholder Approval has been obtained and setting forth the final Per Forward Purchase Share Price, the number of Forward Purchase Shares issuable pursuant to this Section 1(b), and the Aggregate Forward Purchase Price therefor. If the Company Equity Offering is not consummated, the Purchaser shall have no obligation to purchase any Forward Purchase Shares and the Company may subsequently exercise its rights pursuant to this Section 1 in connection with a subsequent Company Equity Offering that is consummated prior to the Expiration Date.

(c)            Forward Closing. In connection with the purchase of the Forward Purchase Shares, the Company and the Purchaser shall enter into a subscription agreement on substantially the same terms and conditions as the subscription agreements entered into between the Company and the other investors participating in the relevant Company Equity Offering; provided, however, that in no event shall the Purchaser be required to agree to any non-compete, standstill, or other restrictive covenants; provided, further, that if any other investor participating in the relevant Company Equity Offering enters into a subscription agreement containing terms that are, in any respect, more favorable to such investor than the terms set forth in the Purchaser’s subscription agreement, or if any such investor receives more favorable terms through any side letter, amendment, waiver, or other agreement or arrangement with the Company, whether entered into prior to, concurrently with, or following the Forward Closing, the Company shall promptly notify the Purchaser thereof and the Purchaser shall be entitled to receive the benefit of such more favorable terms, with such more favorable terms being deemed automatically incorporated into the Purchaser’s subscription agreement and any related agreements (including the Registration Rights Agreement) without the need for any further action by either party. The closing of the purchase and sale of Forward Purchase Shares pursuant to this Section 1 (the “Forward Closing”) shall be held on the date that the Company Equity Offering is consummated (the “Forward Closing Date”), subject to the satisfaction (or waiver thereof by the party entitled to benefit therefrom) of the conditions precedent set forth in Section 5 (excluding the conditions that by their nature can only be satisfied at the Forward Closing, but subject to the satisfaction of such conditions at the Forward Closing or the waiver of such conditions by the party or parties entitled to waive such conditions). At the Forward Closing, the Purchaser shall deliver to the Company the Aggregate Forward Purchase Price for the Forward Purchase Shares by wire transfer of U.S. dollars in immediately available funds to the account specified in writing by the Company, and the Company shall issue the Forward Purchase Shares to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws or as set forth in this Agreement), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable.

2.            Representations and Warranties of the Company. The Company represents and warrants to the Purchaser that:

(a)            Due Organization. The Company is a corporation duly incorporated or organized, validly existing and in good standing under the Laws of the State of Delaware. The Company has all requisite organizational or corporate power and authority necessary to own, lease and operate its assets and properties and to carry on its business as now being owned, operated or conducted.

(b)            Due Authorization. All corporate action required to be taken by the Company’s board of directors and stockholders in order to authorize the Company to enter into this Agreement, and to issue the applicable Forward Purchase Shares at the applicable Forward Closing has been taken or will be taken prior to the applicable Forward Closing. All action on the part of the stockholders, directors and officers of the Company necessary for the execution and delivery of this Agreement, the performance of all obligations of the Company under this Agreement to be performed as of the applicable Forward Closing, and the issuance and delivery of the applicable Forward Purchase Shares has been taken or will be taken prior to the applicable Forward Closing. The Company has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or any other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the registrations rights agreement to be entered into between the Company and the Purchaser pursuant to Section 3(a) may be limited by applicable federal or state securities laws.

(c)            Valid Issuance of Securities. The Forward Purchase Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly authorized and validly issued in accordance with the Governing Documents of the Company, and will be fully paid and nonassessable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Subject to the filings described in Section 2(d) below, the Forward Purchase Shares will be issued in compliance with all applicable federal and state securities laws.

(d)            Governmental Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement, except for required filings pursuant to applicable state securities or blue sky laws and the Forward Purchase Regulatory Approvals (in each case, if any).

(e)            Compliance with Other Instruments. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of the Company’s amended and restated certificate of incorporation, as it may be amended from time to time, amended and restated bylaws or other governing documents of the Company, (ii) of any instrument, judgment, order, writ or decree to which the Company is a party or by which it is bound, (iii) under any note, indenture or mortgage to which the Company is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which the Company is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Company, in each case (other than clause (i)) which would have a Buyer Material Adverse Effect or its ability to consummate the transactions contemplated by this Agreement.

(f)            No General Solicitation. Neither the Company nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) published any advertisement in connection with the offer and sale of the Forward Purchase Shares.

(g)            Disclosures. The Company has timely filed or furnished all statements, forms, reports and documents required under the Exchange Act with the SEC for the twelve months prior to the date hereof (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “SEC Reports”). Each of the SEC Reports, as of its respective date of filing, and as of the date of any amendment or filing that superseded the initial filing, complied in all material respects with applicable rules and regulations of the SEC and the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading.

(h)            Brokers. No broker, finder, financial advisor, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company or any of its Affiliates for which the Company has any obligation.

(i)            Solvency. The Company is not insolvent and will not be rendered insolvent by the consummation of the transactions contemplated by this Agreement. Immediately after giving effect to the issuance of the Forward Purchase Shares and the receipt of the Aggregate Forward Purchase Price, the Company will be Solvent. For purposes of this Section 2(i), “Solvent” shall mean that, with respect to the Company and as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of the Company will, as of such date, exceed the amount of all “liabilities of the Company, contingent or otherwise,” as of such date, (b) the present fair saleable value of the assets of the Company will, as of such date, be greater than the amount that will be required to pay the liability of the Company on its indebtedness as its indebtedness becomes absolute and matured, (c) the Company will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) the Company will be able to pay its indebtedness as it matures.

(j)            Litigation. There is no action, suit or proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries that (i) would reasonably be expected to have a material adverse effect on the Company’s ability to consummate the transactions contemplated by this Agreement or (ii) challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

(k)            No Material Adverse Effect. Since the date of the Purchase Agreement, there has not been any event, change, occurrence or development that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, financial condition, or results of operations of the Company and its subsidiaries, taken as a whole.

(l)            Investment Company Act. The Company is not, and after giving effect to the issuance of the Forward Purchase Shares will not be, an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

Registration Rights; Listing.

(a)            Registration. The Company and Purchaser will enter into a registration rights agreement covering the Forward Purchase Shares (the “Registration Rights Agreement”) on substantially the same terms and conditions as the registration rights agreements entered into between the Company and the other investors participating in the relevant Company Equity Offering; provided that the Registration Rights Agreement shall provide that (i) the Company shall, within thirty (30) days following the Forward Closing Date, file a registration statement on Form S-3 (or any successor form) under the Securities Act covering the resale of all of the Forward Purchase Shares and shall use its commercially reasonable efforts to cause such registration statement to be declared effective as promptly as practicable, and in any event within sixty (60) days following the Forward Closing Date and (ii) the terms of the Registration Rights Agreement shall be no less favorable to the Purchaser, in any material respect, than the registration rights granted to any other investor participating in the Company Equity Offering.

(b)            Stockholder Approval. Following the pricing of a Company Equity Offering, the Company shall use commercially reasonable efforts to obtain approval to issue and sell the Forward Purchase Shares to the Purchaser (the “Stockholder Approval”) unless such Stockholder Approval has previously been obtained; provided that the Company shall not obtain the Stockholder Approval until following the Closing. “Stockholder Approval” means the approval of the Company’s stockholders under Section 312.03 of the NYSE Listed Company Manual to permit the issuance of the Forward Purchase Shares, if and when such approval is obtained. The Company shall keep the Purchaser reasonably informed of the status of its efforts to obtain Stockholder Approval.

(c)            Exchange Listing. Promptly following the later of the receipt of the Stockholder Approval and the pricing of the Company Equity Offering, the Company shall prepare and provide the applicable listing of additional shares notification to NYSE and use its reasonable best efforts to cause the aggregate number of Forward Purchase Shares to be approved for listing on NYSE, as promptly as practicable.

4.            Regulatory Approvals. In connection with the exercise or anticipated exercise by the Company of the right to issue and sell, and to cause the Purchaser to Purchase, any Forward Purchase Shares hereunder, each of the Company and the Purchaser shall (a) as promptly as practicable following the delivery of any Election Notice, or at such earlier time as either party determines that Forward Purchase Regulatory Approvals may be required, make all filings, notifications, and submissions required to be made under any applicable Antitrust Laws in connection with the issuance of Forward Purchase Shares hereunder and (b) use reasonable best efforts to obtain the Forward Purchase Regulatory Approvals as promptly as practicable, in each case in accordance with, and subject to the terms and conditions set forth in, Section 6.6 of the Purchase Agreement.

5.            Forward Closing Conditions.

(a)            Purchaser Conditions. The obligation of the Purchaser to purchase the Forward Purchase Shares at the Forward Closing under this Agreement shall be subject to the fulfillment, at or prior to the Forward Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Purchaser:

(i)

the Forward Purchase Shares shall be approved for listing on the NYSE or if the Class A Shares are no longer listed on the NYSE such other primary national securities exchange on which the Class A Shares are then listed and admitted for trading;

(ii)

the representations and warranties of the Company set forth in Section 2 of this Agreement (without regard to any reference or qualifications to materiality contained in such representations and warranties) shall have been true and correct as of the date hereof and shall be true and correct as of the Forward Closing Date with the same effect as though such representations and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct would not have a material adverse effect on the business, financial condition, and results of operations or the Company and its subsidiaries taken as a whole; provided that the representations and warranties set forth in Sections 2(a), 2(b), 2(c) and 2(h) shall have been true and correct in all material respects as of the date hereof and shall be true and correct in all material respects as of the Forward Closing Date with the same effect as though such representations and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a specified date, which shall be true and correct in all material respects as of such specified date);

(iii)

the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Forward Closing Date;

(iv)

no order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect, preventing the purchase by the Purchaser of the Forward Purchase Shares;

(v)

the Company shall have delivered an Election Notice;

(vi)

the Stockholder Approval shall have been obtained;

(vii)

the Company Equity Offering shall have been consummated;

(viii)

all filings, notifications, clearances, approvals and deemed approvals, consents, or authorizations required under any applicable Antitrust Laws shall have been made, obtained, or waived, as applicable, in each case with respect to the issuance of the Forward Purchase Shares hereunder (the “Forward Purchase Regulatory Approvals”);

(ix)

since the date of this Agreement, there has not been any Buyer Material Adverse Effect that is continuing; provided, however, that this condition shall be deemed waived with respect to any specific occurrence of a Buyer Material Adverse Effect under clause (a) of the definition thereof if the Purchaser has not provided written notice that it is terminating this Agreement on or before the fifth (5th) Business Day after the date on which the Company notifies the Purchaser in writing that such specific Buyer Material Adverse Effect under clause (a) of the definition thereof has occurred;

(x)

the Company shall have delivered to the Purchaser a certificate, dated as of the Forward Closing Date, signed by an officer of the Company, certifying that the conditions set forth in Section 5(a) have been satisfied;

(xi)

the Company shall have delivered to the Purchaser a legal opinion of counsel to the Company, dated as of the Forward Closing Date, in form and substance reasonably satisfactory to the Purchaser, addressing (A) the due authorization, execution and delivery of this Agreement and the valid and binding nature of this Agreement, (B) the valid issuance, fully paid and nonassessable status of the Forward Purchase Shares, and (C) the exemption of the issuance of the Forward Purchase Shares from registration under the Securities Act; and

(xii)

the Closing shall have occurred.

(b)            Company Conditions. The obligation of the Company to sell the Forward Purchase Shares at the Forward Closing under this Agreement shall be subject to the fulfillment, at or prior to the Forward Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Company:

(i)

the Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Forward Closing Date;

(ii)

(iii)

all Forward Purchase Regulatory Approvals shall have been made, obtained, or waived, as applicable.

6.            Termination. This Agreement shall terminate automatically on the first to occur of (i) the Forward Closing Date, (ii) the Expiration Date if a Company Equity Offering is not consummated prior to the Expiration Date, (iii) the mutual written agreement of the parties, or (iv) written notice by the Purchaser to the Company if there has been a material breach by the Company of any representation, warranty, covenant or agreement contained in this Agreement that would cause any of the conditions set forth in Section 5(a) not to be satisfied and such breach is not cured within thirty (30) days following the Purchaser’s written notice thereof to the Company. In the event of any termination of this Agreement pursuant to this Section 6, this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser or the Company or their respective directors, officers, employees, partners, managers, members, or stockholders and all rights and obligations of each party shall cease.

Indemnification.

(a)            The Company shall indemnify and hold harmless the Purchaser and its affiliates, officers, directors, employees, agents and representatives (each, a “Purchaser Indemnified Party”) from and against any and all losses, claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) actually incurred or suffered by any Purchaser Indemnified Party resulting from or arising out of (i) any breach of any representation or warranty made by the Company in this Agreement and (ii) any breach of any covenant or agreement made by the Company in this Agreement.

General Provisions.

(a)             Entire Agreement. This Agreement, together with any documents, instruments and writings that are delivered pursuant hereto or referenced herein, constitute the entire agreement and understanding of the Parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the Parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.

(b)            Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given: (i) when delivered, if delivered in person or by electronic mail (so long as such transmission does not generate an error message or notice of non-delivery); (ii) on the fifth (5th) business day after dispatch by registered or certified mail; or (iii) on the next business day if transmitted by national overnight courier, in each case addressed to and in accordance with the notice information set forth below.

All communications sent to the Company shall be sent to: ▇▇▇▇▇▇ Aviation Inc., ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: General Counsel, email: [***], with a copy to the Company’s counsel at Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, email: [***].

All communications sent to the Purchaser shall be sent to: The Boeing Company, ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇, email: [***], with a copy to Boeing’s counsel at ▇▇▇▇▇ ▇▇▇▇▇ LLP, ▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇, email: [***] and [***].

(c)            No Finder’s Fees. Each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction.

(d)             Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart and such counterparts may be delivered by the Parties hereto via facsimile or electronic transmission.

(e)             Amendment; Waiver. This Agreement may be amended or modified, and any provision hereof may be waived, in whole or in part, at any time pursuant to an agreement in writing executed by the Company and the Purchaser. Any failure by any party at any time to enforce any of the provisions of this Agreement shall not be construed as a waiver of such provision or any other provisions hereof.

(f)             Severability. In the event that any provision of this Agreement or the application thereof becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other Persons or circumstances will be interpreted so as reasonably to effect the intent of the Parties hereto.

(g)            Governing Law; Venue; Jury Trial.

(i) This Agreement shall be governed by, and construed in accordance with, the law of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

(ii) Each of the Company and Purchaser irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, New York and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement and the transactions contemplated herein, or for recognition or enforcement of any judgment, and each of the Company and Purchaser irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York state court or, to the fullest extent permitted by applicable law, in such federal court. Each of the Company and Purchaser hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(iii) Each of the Company and Purchaser irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement and the transactions contemplated herein in any court referred to in Section 8(g)(ii) hereof. Each of the Company and Purchaser hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(iv) EACH OF THE COMPANY AND PURCHASER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH OF THE COMPANY AND PURCHASER (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT EACH OF THE COMPANY AND PURCHASER HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

(h)             Specific Performance. Each Party acknowledges and agrees that the other Parties hereto would be irreparably harmed and would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed by such first Party in accordance with their specific terms or were otherwise breached by such first Party. Accordingly, each Party agrees that the other Parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which such Party is entitled at law or in equity.

(i)            Assignments. Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party; provided that the Purchaser may assign its rights and obligations hereunder, in whole or in part, to any of its affiliates without the consent of the Company; provided, further, that no such assignment shall release the Purchaser from its obligations under this Agreement.

(j)            Expenses. Each of the Company and the Purchaser will bear its own costs and expenses incurred in connection with the preparation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants. The Company shall be responsible for the fees of its transfer agent; stamp taxes and all The Depository Trust Company fees associated with the issuance of the Forward Purchase Shares.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.

	PURCHASER:

	THE BOEING COMPANY

	By:
	Name:
	Title:

	COMPANY:

	▇▇▇▇▇▇ AVIATION INC.

	By:
	Name:
	Title:

[Signature Page to Forward Equity Purchase Agreement]

FORWARD EQUITY PURCHASE AGREEMENT

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