EFTA00610146.txt

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

"Seller desires to sell the Aircraft to Buyer, and Buyer desires to purchase the Aircraft from Seller"

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

"From and after the Closing. Buyer shall assume responsibility for bear all risk of loss, destruction or damage to the Aircraft"

"the Aircraft will be delivered by Seller to Buyer at... the Aircraft will be sold on an "AS IS" basis"

"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"

"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"

"Seller represents and warrants that upon execution... Buyer shall have received legal and equitable title to the Aircraft"

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

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

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

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

"Seller shall simultaneously open a work order with the Inspection Facility for all costs associated with the rectification of any identified Discrepan"

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

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

"immediately pay Buyer by Wire transfer the amount of Four Million Dollars ($4,000,000.00) as liquidated damages"

"The Positioning Flight shall be performed by Seller's pilot(s)"

"with up to three (3) of Buyer's technical representatives on board such flight"

"failure by Seller to deliver the Aircraft to Buyer"

"pay the Deposit over to Buyer"

"Buyer shall deposit the Purchase Price Balance with the Escrow Agent"

"Seller shall deliver to the Escrow Agent to hold in escrow until the Closing"

"Buyer or Seller, as the case may be, shall, and shall cause each of its affiliates and representatives to, reasonably cooperate with the Indemnifying "

"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"

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

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

"direct the Escrow Agent, subject in all respects to the terms of the Escrow Agreement"

"inspection of the Aircraft at the Gulfstream Aerospace Corporation service center in either-Sfunewiekr GA-or-Savannah, GA"