EFTA00787990.txt

"Seller is the owner of the legal and beneficial title to the Aircraft"

"Buyer agrees to pay Seller the total purchase price for the Aircraft of Forty Seven Million U.S. Dollars (USD$47,000,000.00)"

"Buyer has deposited the amount of One Million U.S. Dollars (USD$1,000,000.00) (the "Deposit") in escrow (the "Escrow Account") with Insured Aircraft T"

"The Letter of Intent dated July 17, 2017 between Buyer and Seller"

"The Letter of Intent dated July 17, 2017 between Buyer and Seller"

"At the Closing Buyer shall pay to Seller $3,500.00 per flight hour for the movement of the Aircraft"

"the Aircraft will be delivered by Seller to Buyer at... Seller shall be responsible for the costs incurred, if any, to ferry the Aircraft"

"Buyer shall pay the Inspection Facility for the flat rate cost of the Inspection"

"Buyer shall be entitled to all right, title and interest in and to the Aircraft... from and after Closing"

"Buyer shall arrange for an inspection of the Aircraft at the Gulfstream Aerospace Corporation service center"

"movement of the Aircraft (the "Movement Costs") from Seller's hangar facility in Houston, Texas"

"Seller shall be responsible for... taxes... imposed by any jurisdiction as a result of the Seller's ownership, possession or usage of the Aircraft pri"

"each party hereby submits to the exclusive jurisdiction of those courts"

"failure by Seller to deliver the Aircraft to Buyer"

"pay the Purchase Price to Seller in accordance with the terms and conditions of this Agreement"

"direct the Escrow Agent, subject in all respects to the terms of the Escrow Agreement, to promptly... pay the Deposit"

"Buyer shall have the exclusive right to purchase the Aircraft from Seller"

"Buyer shall have the exclusive right to purchase the Aircraft from Seller"

"Seller desires to retain for its use the U.S. Registration No. N650XY currently assigned to the Aircraft"

"Buyer represents and warrants that its payments to Seller and/or the Escrow Agent"

"Buyer represents and warrants that its payments to Seller and/or the Escrow Agent"

"Buyer on the one hand and Seller on the other hand shall each pay one-half of the fees and expenses of the Escrow Agent"

"Buyer on the one hand and Seller on the other hand shall each pay one-half of the fees and expenses of the Escrow Agent"

"Until the Closing. Seller shall bear all risk of loss, destruction or damage to the Aircraft"

"From aect. afterifte Closing. Buyer shall amme_aigglja responaikejor...bear all risk of loss, destruction or damage to the Aircraft"

"be assigned by Buyer in whole or part without the express written consent of Sell eon D. Black ("Black") (ii) Buyer's parent"

"If to Buyer: Elysium Management LLC... Attention: Bar J. Cohen"

"If to Buyer: Elysium Management LLC... With copy to: McDermott Will & Emery LLP"

"Seller-strall-pay-the-Buye4e-L4quiriate4-Darreages-te-Buyer-ae-eretted-in-i... the amuat ef Ape Millien Dellar-s ($4000000,00)"

"Each Party shall, as a condition to Closing, authorize Escrow Agent to act as, and shall designate Escrow Agent as a "professional user entity""

"Each Party shall, as a condition to Closing, authorize Escrow Agent to act as, and shall designate Escrow Agent as a "professional user entity""

"Buyer hereby acknowledges and agrees to comply with its obligations to provide information to Seller as required to support Seller's obligations under"