Aircraft Purchase Agreement

Exhibit A Aircraft Purchase Agreement This Aircraft Purchase Agreement, dated October 30, 20XX, is between Supersonic Wings Corp., a Delaware corporation (the “Seller”), and Fly-by-Night Aviation, Inc., a New York corporation (the “Buyer”). Background This Agreement provides for the sale of the Seller’s Icarus Aerospace Corporation I-800 to the Buyer. Accordingly, the parties agree as follows: Article 1 — Definitions 1.1 Defined Terms. Terms defined in the preamble have their assigned meanings, and each of the following terms has the meaning assigned to it. (a) “Agreement” means this Aircraft Purchase Agreement and all its Schedules and Exhibits, as each may be amended from time to time. (b) “Aircraft” means Airframe (as defined in Section 1.1c), equipped with the Engines (as defined in Section 1.1n), together with all appliances, avionics, furnishings, and other components, equipment, and property incorporated in or otherwise related to the Airframe or Engines. (c) “Airframe” means the Icarus Aerospace Corporation I-800 aircraft, bearing United States Registration Number N765BW and Manufacturer’s Serial Number 8181. (d) “Assigned Contracts” means the Maintenance Agreement and the Pilot Agreement. (e) “Assumed Liabilities” means, collectively, all liabilities and obligation of the Seller that arise under either (a) the Maintenance Agreement on or after the Closing Date or (b) the Pilot Agreement on or after the Closing Date. (f) “Aviation Fuel” means the gas or liquid that is used to create power to propel the Aircraft. (g) “Bank” has the meaning assigned to it in Section 4.5. (h) “Closing” means the consummation of the transactions that this Agreement contemplates. (i) “Closing Date” has the meaning assigned to it in Section 2.3. (j) “Consent” means any consent of, approval of, authorization of, notice to, or designation, registration, declaration, or filing with any Person. (k) “Contract” means, with respect to any Person, any contract, lease, agreement, license, arrangement, commitment, or understanding to which that Person is a party or by which it or any of its properties or assets may be bound or affected. (l) “Escrow Agent” means Harold C. Astor & Associates, an Oklahoma partnership. (m) “Escrow Agreement” means the Escrow Agreement, dated as of August 30, 20X2, between Seller, Buyer and the Escrow Agent. (n) “Escrow Amount” means Buyer’s delivery of $300,000 in immediately available funds to the Escrow Agent. (o) “Engines” means the two Rolls-Royce engines, Model Number BR710, bearing Serial Numbers 72725 and 72726. (p) “Laws” means all federal, state, local, or foreign laws, rules, and regulations. (q) “Lien” means any lien, charge, encumbrance, security interest, mortgage, or pledge. (r) “Maintenance Agreement” means the Maintenance Agreement, dated as of April 3, 20X0, between Greasemonkeys, Inc. and the Seller, as it may be amended from time to time. (s) “Note” means Buyer’s promissory note in the principal amount of $5,000,000, payable to the order of Seller, with interest at 9% per annum and due in a single bullet payment on December 31, 20X8. (t) “Order” means any judgment, award, order, writ, injunction, or decree issued by any federal, state, local, or foreign authority, court, tribunal, agency, or other governmental authority, or by any arbitrator, to which any Person or its assets are subject. (u) “Person” means any individual, partnership, joint venture, corporation, trust, unincorporated organization, government (and any of its departments or agencies), or other entity. (v) “Pilot Agreement” means the Pilot Agreement, dated as of May 12, 20X1, between Ace Pilots, Inc. and the Seller, as of the date of this Agreement. (w) “Purchase Offer” means the Purchase Offer Agreement, dated August 30, 20X2 between Seller and Buyer. Article 2 — Purchase and Sale 2.1 Purchase and Sale. At the Closing, the Seller shall sell the Aircraft to the Buyer, and the Buyer shall purchase the Aircraft from the Seller. 2.2 Purchase Price. The purchase price for the Aircraft is (a) $21,000,000 consisting of: (i) the Escrow Amount; (ii) $15,700,000, to be financed out from the Bank; (iii) the Note; plus (b) the Buyer’s assumption of the Assumed Liabilities. 2.3 The Closing. The Closing is to occur on November 25, 20X8 at 10:00 A.M. local time, at the offices of Workhard & Playlittle LLP, 1133 Avenue of the Americas, New York, New York, or on another date and time as to which the Seller and the Buyer agree (the date and time of the Closing, the “Closing Date”). 2.4 Instruments of Transfer; Payment of Purchase Price; and Further Assurances. (a) Seller’s Deliveries.