Preview
FILED: ERIE COUNTY CLERK 03/26/2024 01:36 PM INDEX NO. 804425/2024
NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 03/26/2024
EXHIBIT 4
FILED: ERIE COUNTY CLERK 03/26/2024 01:36 PM INDEX NO. 804425/2024
NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 03/26/2024
TRANSFER OF LEASE & AIRCRAFT PURCHASE AND SALE AGREEMENT
_
THIS TRANSFER OF LEASE & AIRCRAFT PURCHASE AND SALE AGREEMENT ("Agreement"), is
entered into this day of December, 2023, by and between NATIONS FUND I, LLC (the "Seller"), a
Delaware limited liability company whose principal address is 40 Danbury Road, Wilton, CT 06897 and SPI
Leasing, LLC (the "Buyer"), an Indiana corporation whose address is 1851 Hayes Leonard Road
Valparaiso, IN 46385.
IN WITNESS WHEREOF, in consideration of the premises, the mutual covenants contained herein, and
other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties do
hereby agree as follows:
Transfer of Lease & Sale of Aircraft. Seller agrees to transfer to Buyer any residual rights and interests
remaining to Seller under the Aircraft Lease (S/N 10043) dated February 17, 2017 between Nations Fund
1, LLC as lessor and
Airways, LLC asElite lessee, and the Lease Supplement dated the same day of
February 17, 2017, along with the Amendment to Aircraft Lease (S/N 10043) and Lease Supplement No. 1,
dated August 6, 2020 (all of which together constitute the Lease Agreement and shall collectively be
referred to as "Lease Agreement"), which rights and interests shall also include any claims that Seller may
have thereunder, including, but not limited to, those against Elite Airways, LLC. Buyer acknowledges and
agrees that the Lease Agreement has been cancelled by Seller prior to the date hereof and that Seller
makes no representations or warranties of any kind whatsoever related to the Lease Agreement. Buyer
hereby assumes all obligations, if any, of Seller, as lessor, under the Lease Agreement from and after the
Closing Date (as hereinafter defined). Additionally, Seller agrees to sell to Buyer and Buyer agrees to
purchase from Seller the following Aircraft (N11EA, S/N 10043):
Aircraft Make: Bombardier Inc.
Aircraft Model: CL-600-2C10
Aircraft Registration Number: N11EA
Aircraft Serial Number: 10043
Engine Make: General Electric
Engine Model: CF34-8C5B1
Serial Numbers: 965298 and 965394
All logbooks and records in the possession of Seller shall also be sold to Buyer, and the Aircraft and
engines, as described above, together with all appurtenances, appliances, parts, instruments, components,
accessions, furnishings, and other equipment of whatever nature incorporated in or contained in or attached to
"Aircraft."
the same, and the logbooks and records shall collectively be referred to herein as the Seller
warrants that Seller holds whatever title was conveyed to it and that at Closing (as hereinafter defined)
whatever title Seller has will be transferred to Buyer free and clear of any liens, claims, charges, or
encumbrances arising by or through Seller. At Closing, Seller shall execute a standard form FAA bill of
sale, and a Warranty Bill of Sale in favor of Buyer, in the form attached hereto as Exhibit A.
1. Consideration. The purchase price of the Aircraft is
and is due in full at Closing. All monies pai in accor ance wit is greement we e
me e y wire ransfer, paid through the escrow agent in immediately available funds. The escrow agent
shall be Insured Aircraft Title Service, LLC.
2. Escrow. It is agreed that after the day of execution of this Agreement an escrow account will be
established with escrow agent. AII funds and the following documents pertaining to this transaction, shall
be transmitted through the escrow account: (a) FAA Bill of sale for the Aircraft from Seller to Buyer; (b)
Application for Registration of the Aircraft to Buyer; (c) Delivery and Acceptance Receipt, and such other
documents and funds as the parties may agree. The fees for the escrow agent shall be split 50/50
between Buyer and Seller.
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3. Pre-purchase Inspection. After the signing of this Agreement, the Buyer shall have the right to
perform a pre-purchase inspection of the Aircraft. Such inspection shall be at the Buyer's expense, shall
be prepaid in full prior to the commencement of the inspection, and will be performed by an independent
third-party aviation company or A & P mechanic reasonably satisfactory to both Seller and Buyer
which/who holds a current Airframe and Powerplant mechanic certificates issued by the Federal Aviation
Administration. The inspection shall take place at Gary Chicago International Airport (KGYY) and shall be
concluded by Buyer no later than one day prior to the Closing Date.
4. Aircraft Closing and Delivery. It is agreed that the Closing of this transaction, and delivery of the
Aircraft shall occur on such date as the parties may agree (the "Closing Date"), but in no event later than
December 29, 2023, absent other agreement of the parties. Closing
by shall be handled and through the
escrow agent and payment in full from
agent, received
the escrow
by the Seller's bank, as described
above, is a condition of delivery. Title and risk of loss or damage to the Aircraft shall pass to Buyer at the
time of Closing, which is defined as the time that the FAA Bill of Sale is deposited in the document bin at the
FAA Civil Aviation Registry. The Aircraft will be delivered to Buyer in its then- present condition, normal
wear and tear excepted, with a validly issued FAA Certificate of Airworthiness and a completed FAA Form
8050-2 Aircraft Bill of Sale. Seller will store and hangar the Aircraft as it is currently hangered, until the
Aircraft Delivery and Closing date. Buyer will provide to Seller, at closing, a signed and dated copy of the
Aircraft Delivery Receipt attached hereto as Exhibit B.
7. No Warranties; Disclaimer. THE AIRCRAFT IS A USED AIRCRAFT AND, EXCEPT FOR SELLER'S
WARRANTY OF TITLE TO THE AIRCRAFT AS SET FORTH IN SECTION 1 HEREIN, THE AIRCRAFT IS
FAULTS"
BEING SOLD AND DELIVERED TO BUYER IN "AS ls, WHERE IS, WITH ALL CONDITION ON
THE CLOSING DATE, WITH ALL FAULTS, LIMITATIONS AND DEFECTS, WHETHER HIDDEN OR
APPARENT, REGARDLESS OF CAUSE AND WITHOUT ANY REPRESENTATION, WARRANTY OR
GUARANTY ANY OF
KIND OR NATURE BEING MADE OR GIVEN BY SELLER, ITS MEMBERS,
DIRECTORS, OFFICERS, MANAGERS, AGENTS, EMPLOYEES OR ATTORNEYS, EXPRESS OR IMPLIED,
ARISING BY LAW OR OTHERWISE. SELLER DISCLAIMS AND BUYER KNOWINGLY AND
VOLUNTARILY WAlVES AND RENOUNCES ANY AND ALL EXPRESS OR IMPLIED WARRANTIES,
GUARANTIES AND REPRESENTATIONS REGARDING THE AIRCRAFT OR ANY ASPECT THEREOF OF
EVERY KIND AND NATURE, WHETHER ARISING IN LAW, IN EQUITY, IN CONTRACT, IN TORT AND
STRICT LIABILITY, INCLUDING, BUT NOT LIMITED TO: (A) ANY IMPLIED OR EXPRESS WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) ANY IMPLIED OR EXPRESS
WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY ARISING FROM COURSE OF
PERFORMANCE, COURSE OF DEALING (C) ANY WITH OR USAGE
RESPECT TO OF TRADE; AND
MATERIAL, MANUFACTURE, WORKMANSHIP, DESIGN, AIRWORTHINESS, VALUE, CONDITION,
SAFETY, OPERATION, PERFORMANCE OR CONFORMITY TO ANY OF THE DELIVERY CONDITIONS OR
ANY OF THE OTHER REQUIREMENTS, TERMS AND CONDITIONS OF THIS AGREEMENT. UNDER NO
CIRCUMSTANCES SHALL SELLER BE LIABLE TO BUYER FOR DIMINUTION IN VALUE, LOSS OF OR
DAMAGE TO THE AIRCRAFT, LOST PROFITS, LOSS OF BUSINESS, LOSS OF USE OR ANY
INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF OR RELATED TO
THE CONSUMMATION OF OR FAILURE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT OR ANY DELAY IN CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY, AND BUYER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO SUCH DAMAGES. SELLER
MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THE LEASE
AGREEMENT.
7. Seller's Termination of Agreement. It is agreed that Seller may terminate this Agreement prior to
Closing for any reason by written notice to Buyer.
8. Buyer 's Termination of Agreement. It is agreed that Buyer may terminate this Agreement for any
reason prior to Closing by written notice to Seller.
9. Taxes. Buyer shall bear, and shall defend, indemnify and hold Seller harmless from and against any and
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all sales, use, excise and other similar taxes, and any taxes, fees, duties, interest, penalties, charges,
invoices, claims and statements relating thereto, which may be imposed by any federal, state, county, local or
other governmental authority as a result of the sale, delivery or transfer of the Aircraft to Buyer, or the
ownership, possession, use or storage of the Aircraft on or after closing, except to the extent imposed on or
measured by Seller's income. In the event Seller receives written notice of any audit, claim, assessment or
proposed assessment of any tax for which
Buyer may be responsible under this Section 9, Seller shall notify
Buyer, and Seller and Buyer
reasonably shallcooperate to manage and/or defend any such audit, claim,
assessment or proposed assessment, all at Buyer's reasonable cost and expense. Notwithstanding any
provision to the contrary herein contained, at the Closing, Buyer shall deliver to Seller an exemption
certificate, affidavit or other document, satisfactory to Seller, to evidence an exemption or exception from the
requirement of having to pay such sales or other transfer tax on the sale of the Aircraft hereunder. Seller shall
reasonably cooperate with Buyer (at Buyer's expense) so as to mitigate or avoid the imposition of any sales
taxes on Buyer in connection with the transactions contemplated hereby.
10. Assignment. This Agreement may not be transferred or assigned without written authorization signed
by Seller and Buyer.
11. Notice. All notices and requests required or authorized under this Agreement shall be given in writing,
and be transmitted via email: (Buyer - nick@saqe-popovich.com Seller -
may
eqrant@slrequipmentfinance.com) or by United States Certified Mail, return receipt requested, at the
addresses provided above, provided that in the case of email transmission, receipt is acknowledged by the
recipient. The date on which any such notice is received by the addressee shall be deemed the date of
notice.
12. Governing Law. This Agreement is a contract executed under and to be construed under the laws of
the State of New York, and sole and exclusive venue for any dispute between the parties shall be the state
and federal courts in the State of New York.
13. Attorney Fees. In the event any action is filed in relation to this Agreement, the unsuccessful party in
the action shall pay to the successful party a reasonable sum for the successful party's attorney's fees.
14. Waiver. Either party's failure to enforce any provision of this Agreement against the other party shall
not be construed as a waiver thereof so as to excuse the other party from future performance of that
provision or any other provision.
15. Severability. The invalidity of any portion of the Agreement shall not affect the validity of the
remaining portions thereof.
16. Paragraph Headings. The headings to the paragraphs to this Agreement are solely for convenience
and have no substantive effect on the Agreement nor are they to aid in the interpretation of the Agreement.
17. Entire Agreement. This Agreement constitutes the entire Agreement between the parties. No
statements, promises, or inducements made by any party to this Agreement, or any agent or employees of
either party, which are not contained in this written contract shall be valid or binding. This Agreement may
not be enlarged, modified, or altered except in writing signed by the parties.
18. Confidentiality. The terms and conditions of this
Agreement, and all writings, discussions, and
negotiations in connection with the transaction contemplated by this Agreement (including, without limitation,
the fact that discussions and negotiations have been conducted by the parties), shall remain strictly confidential
and shall not be disclosed by either party, without the prior written
party, except that each consent of the other
party shall be entitled to disclose the terms and (i) as may be required
conditions of this Agreement by law,
legal process or the rules of any stock exchange; (ii) to such party's
accountants, consultants,
attomeys, and
other advisors performing services for such party with respect to or affected by the transaction contemplated by
this Agreement including the escrow agent and inspection facility and their personnel; (iii) to each party's
employees with a need to know; (iv) as may be required to permit such party to pursue all available remedies
for breach of this Agreement by the other party; and (v) to any entity that may provide financing to Buyer in
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connection with the acquisition of the Aircraft.
19. Authority. Seller and Buyer each warrant to the other
that the execution, delivery, and performance of this
Agreement has been authorized and approved by all required legal authority, and the parties executing this
document warrant their authority to so bind the respective parties.
20. Miscellaneous. This Agreement may be amended only by written addendum executed by both parties.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and
shall be effective when executed by both parties. Buyer and Seller each agree that digitally produced and/or a
stored copies of this Agreement or any other document associated with this Agreement are to be considered
"paper"
equivalent to original or documents.
21. JURY TRIAL WAlVER. EACH PARTY HERETO HEREBY EXPRESSLY WAlVES, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A JURY TRIAL IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AND FURTHER WAlVES ANY
CLAIM TO PUNITIVE OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY.
[signature lines on next page]
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IN WITNESS WHEREOF, the parties hereto have executed this Transfer of Lease & Aircraft
Purchase and Sale Agreement the day and year first above written.
NATIONS FUND I, LLC SPI LEASING, LLC
By: By:
Name: Name:
Title: Title:
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EXHIBIT A
FORM OF WARRANTY BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS, that NATION FUND I, LLC ("Seller"), for good and valuable
consideration paid byto it SPI Leasing, LLC ("Buyer"), the receipt and sufficiency
hereby of which is
acknowledged by Seller, has bargained, sold, transferred, assigned, set over and conveyed, and by these
presents does hereby grant, bargain, sell, transfer, assign, set over and convey unto the Buyer, its successors
and assigns forever, all of its rights, title and interest in and to that certain Bombardier Inc. model CL-600-2C10
aircraft, manufacturer's serial number 10043, bearing registration mark N11EA (the "Airframe"), together with
two (2) General Electric model CF34-8CSB1 engines, manufacturer's serial numbers 965298 and 965394 (the
"Engines"), (ii) all appurtenances, appliances, avionics, instruments, components, furnishings, items of
equipment and accessories installed thereon or
appurtenant thereto, and all loose equipment associated
therewith, and (iii) all logbooks and records in the possession of Seller pertaining thereof, hereinafter collectively
"Aircraft."
referred to as the
TO HAVE AND TO HOLD for Buyer, his successors and assigns own use forever.
Seller hereby represents and warrants that at the time
of transfer of title to the Aircraft hereunder there
is hereby conveyed to Buyer, all of its right, title and interest
in and to the Aircraft, free and clear of any and all
claims, leases, trusts, liens, security interests, mortgages, encumbrances, prospective international interests,
international interests, prospective sales and other rights of others whatsoever attributable to Seller (specifically
excluding any arising out of the acts or omissions or alleged acts or omissions of Buyer or asserted by any
person claiming by, through or under Buyer, or consented to by Buyer), and that it shall warrant and defend the
title conveyed hereby against the claims of all persons forever.
THE AIRCRAFT IS A USED AIRCRAFT AND, EXCEPT FOR SELLER'S WARRANTY OF TITLE TO
THE AIRCRAFT AS SET FORTH ABOVE, THE AIRCRAFT IS BEING SOLD AND DELIVERED TO BUYER
FAULTS"
IN "AS IS, WHERE IS, WITH ALL CONDITION ON THE DATE HEREOF, WITH ALL FAULTS,
LIMITATIONS AND DEFECTS, WHETHER HIDDEN OR APPARENT, REGARDLESS OF CAUSE AND
WITHOUT ANY REPRESENTATION, WARRANTY OR GUARANTY OF ANY KIND OR NATURE BEING
MADE OR GIVEN BY SELLER, ITS MEMBERS, DIRECTORS, OFFICERS, MANAGERS, AGENTS,
EMPLOYEES OR ATTORNEYS, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE. SELLER
DISCLAIMS AND BUYER KNOWINGLY AND VOLUNTARILY WAlVES AND RENOUNCES ANY AND ALL
EXPRESS OR IMPLIED WARRANTIES, GUARANTIES AND REPRESENTATIONS REGARDING THE
AIRCRAFT OR ANY ASPECT THEREOF OF EVERY KIND AND NATURE, WHETHER ARISING IN LAW, IN
EQUITY, IN CONTRACT, IN TORT AND STRICT LIABILITY, INCLUDING, BUT NOT LIMITED TO: (A) ANY
IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE; (B) ANY IMPLIED OR EXPRESS WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED
TO, ANY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;
AND (C) ANY WITH RESPECT TO MATERIAL, MANUFACTURE, WORKMANSHIP, DESIGN,
AIRWORTHINESS, VALUE, CONDITION, SAFETY, OPERATION, PERFORMANCE OR CONFORMITY TO
ANY OF THE DELIVERY CONDITIONS OR ANY OF THE OTHER REQUIREMENTS, TERMS AND
CONDITIONS OF THE AGREEMENT.
This Warranty Bill of Sale and the rights and obligations of Seller and Buyer hereunder
(including
without limitation all matters of construction, validity and performance) shall be governed
by and construed in
accordance with the laws of New York and is being delivered pursuant to the terms and conditions of the that
certain Transfer of Lease & Aircraft Purchase and Sale Agreement dated as of December _, 2023, by and
between Seller and Buyer (the "Aqreement").
[Signature Page Follows]
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NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 03/26/2024
IN WITNESS
of December, 2023.
WHEREOF, SELLER has caused this Warranty Bill of Sale to be executed this _ day
Seller:
NATIONS FUND I, LLC
By:
Name:
Title:
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EXHIBIT B
FORM OF DELIVERY AND ACCEPTANCE RECElPT
RE: Bombardier Inc. model CL-600-2C10 aircraft, manufacturer's serial number 10043, bearing registration
mark N11EA (the "Airframe"), together with two (2) General Electric model CF34-8C5B1 engines,
manufacturer's serial numbers 965298 and 965394 (the "Enaines"), collectively, the ("Aircraft").
TO: NATIONS FUND I, LLC
Pursuant to the Transfer of Lease & Aircraft Purchase and Sale Agreement (the "Aqreement") dated December
__, 2023, between Nations Fund I, LLC (Seller), and SPI Leasing, LLC (Buyer), Buyer hereby acknowledges
acceptance of the Aircraft from Seller, at o'clock (am / pm) on the ___ day of December, 2023,
at Gary Chicago Intemational Airport (KGYY).
Buyer has examined the Aircraft and acknowledges that it satisfactorily complies with all terms and conditions of
the above-referenced Agreement. Buyer further acknowledges compliance to date of all terms and conditions of
the Agreement and Buyer's signature hereon shall indicate Buyer's irrevocable acceptance of the Aircraft.
Sincerely,
SPI LEASING, LLC
By:
Name:
Title:
8
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Preview
FILED: ERIE COUNTY CLERK 03/26/2024 01:36 PM INDEX NO. 804425/2024 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 03/26/2024 EXHIBIT 4 FILED: ERIE COUNTY CLERK 03/26/2024 01:36 PM INDEX NO. 804425/2024 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 03/26/2024 TRANSFER OF LEASE & AIRCRAFT PURCHASE AND SALE AGREEMENT _ THIS TRANSFER OF LEASE & AIRCRAFT PURCHASE AND SALE AGREEMENT ("Agreement"), is entered into this day of December, 2023, by and between NATIONS FUND I, LLC (the "Seller"), a Delaware limited liability company whose principal address is 40 Danbury Road, Wilton, CT 06897 and SPI Leasing, LLC (the "Buyer"), an Indiana corporation whose address is 1851 Hayes Leonard Road Valparaiso, IN 46385. IN WITNESS WHEREOF, in consideration of the premises, the mutual covenants contained herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties do hereby agree as follows: Transfer of Lease & Sale of Aircraft. Seller agrees to transfer to Buyer any residual rights and interests remaining to Seller under the Aircraft Lease (S/N 10043) dated February 17, 2017 between Nations Fund 1, LLC as lessor and Airways, LLC asElite lessee, and the Lease Supplement dated the same day of February 17, 2017, along with the Amendment to Aircraft Lease (S/N 10043) and Lease Supplement No. 1, dated August 6, 2020 (all of which together constitute the Lease Agreement and shall collectively be referred to as "Lease Agreement"), which rights and interests shall also include any claims that Seller may have thereunder, including, but not limited to, those against Elite Airways, LLC. Buyer acknowledges and agrees that the Lease Agreement has been cancelled by Seller prior to the date hereof and that Seller makes no representations or warranties of any kind whatsoever related to the Lease Agreement. Buyer hereby assumes all obligations, if any, of Seller, as lessor, under the Lease Agreement from and after the Closing Date (as hereinafter defined). Additionally, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller the following Aircraft (N11EA, S/N 10043): Aircraft Make: Bombardier Inc. Aircraft Model: CL-600-2C10 Aircraft Registration Number: N11EA Aircraft Serial Number: 10043 Engine Make: General Electric Engine Model: CF34-8C5B1 Serial Numbers: 965298 and 965394 All logbooks and records in the possession of Seller shall also be sold to Buyer, and the Aircraft and engines, as described above, together with all appurtenances, appliances, parts, instruments, components, accessions, furnishings, and other equipment of whatever nature incorporated in or contained in or attached to "Aircraft." the same, and the logbooks and records shall collectively be referred to herein as the Seller warrants that Seller holds whatever title was conveyed to it and that at Closing (as hereinafter defined) whatever title Seller has will be transferred to Buyer free and clear of any liens, claims, charges, or encumbrances arising by or through Seller. At Closing, Seller shall execute a standard form FAA bill of sale, and a Warranty Bill of Sale in favor of Buyer, in the form attached hereto as Exhibit A. 1. Consideration. The purchase price of the Aircraft is and is due in full at Closing. All monies pai in accor ance wit is greement we e me e y wire ransfer, paid through the escrow agent in immediately available funds. The escrow agent shall be Insured Aircraft Title Service, LLC. 2. Escrow. It is agreed that after the day of execution of this Agreement an escrow account will be established with escrow agent. AII funds and the following documents pertaining to this transaction, shall be transmitted through the escrow account: (a) FAA Bill of sale for the Aircraft from Seller to Buyer; (b) Application for Registration of the Aircraft to Buyer; (c) Delivery and Acceptance Receipt, and such other documents and funds as the parties may agree. The fees for the escrow agent shall be split 50/50 between Buyer and Seller. 1 4886-9419-0994 FILED: ERIE COUNTY CLERK 03/26/2024 01:36 PM INDEX NO. 804425/2024 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 03/26/2024 3. Pre-purchase Inspection. After the signing of this Agreement, the Buyer shall have the right to perform a pre-purchase inspection of the Aircraft. Such inspection shall be at the Buyer's expense, shall be prepaid in full prior to the commencement of the inspection, and will be performed by an independent third-party aviation company or A & P mechanic reasonably satisfactory to both Seller and Buyer which/who holds a current Airframe and Powerplant mechanic certificates issued by the Federal Aviation Administration. The inspection shall take place at Gary Chicago International Airport (KGYY) and shall be concluded by Buyer no later than one day prior to the Closing Date. 4. Aircraft Closing and Delivery. It is agreed that the Closing of this transaction, and delivery of the Aircraft shall occur on such date as the parties may agree (the "Closing Date"), but in no event later than December 29, 2023, absent other agreement of the parties. Closing by shall be handled and through the escrow agent and payment in full from agent, received the escrow by the Seller's bank, as described above, is a condition of delivery. Title and risk of loss or damage to the Aircraft shall pass to Buyer at the time of Closing, which is defined as the time that the FAA Bill of Sale is deposited in the document bin at the FAA Civil Aviation Registry. The Aircraft will be delivered to Buyer in its then- present condition, normal wear and tear excepted, with a validly issued FAA Certificate of Airworthiness and a completed FAA Form 8050-2 Aircraft Bill of Sale. Seller will store and hangar the Aircraft as it is currently hangered, until the Aircraft Delivery and Closing date. Buyer will provide to Seller, at closing, a signed and dated copy of the Aircraft Delivery Receipt attached hereto as Exhibit B. 7. No Warranties; Disclaimer. THE AIRCRAFT IS A USED AIRCRAFT AND, EXCEPT FOR SELLER'S WARRANTY OF TITLE TO THE AIRCRAFT AS SET FORTH IN SECTION 1 HEREIN, THE AIRCRAFT IS FAULTS" BEING SOLD AND DELIVERED TO BUYER IN "AS ls, WHERE IS, WITH ALL CONDITION ON THE CLOSING DATE, WITH ALL FAULTS, LIMITATIONS AND DEFECTS, WHETHER HIDDEN OR APPARENT, REGARDLESS OF CAUSE AND WITHOUT ANY REPRESENTATION, WARRANTY OR GUARANTY ANY OF KIND OR NATURE BEING MADE OR GIVEN BY SELLER, ITS MEMBERS, DIRECTORS, OFFICERS, MANAGERS, AGENTS, EMPLOYEES OR ATTORNEYS, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE. SELLER DISCLAIMS AND BUYER KNOWINGLY AND VOLUNTARILY WAlVES AND RENOUNCES ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, GUARANTIES AND REPRESENTATIONS REGARDING THE AIRCRAFT OR ANY ASPECT THEREOF OF EVERY KIND AND NATURE, WHETHER ARISING IN LAW, IN EQUITY, IN CONTRACT, IN TORT AND STRICT LIABILITY, INCLUDING, BUT NOT LIMITED TO: (A) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) ANY IMPLIED OR EXPRESS WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING (C) ANY WITH OR USAGE RESPECT TO OF TRADE; AND MATERIAL, MANUFACTURE, WORKMANSHIP, DESIGN, AIRWORTHINESS, VALUE, CONDITION, SAFETY, OPERATION, PERFORMANCE OR CONFORMITY TO ANY OF THE DELIVERY CONDITIONS OR ANY OF THE OTHER REQUIREMENTS, TERMS AND CONDITIONS OF THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE TO BUYER FOR DIMINUTION IN VALUE, LOSS OF OR DAMAGE TO THE AIRCRAFT, LOST PROFITS, LOSS OF BUSINESS, LOSS OF USE OR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF OR RELATED TO THE CONSUMMATION OF OR FAILURE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DELAY IN CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND BUYER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO SUCH DAMAGES. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THE LEASE AGREEMENT. 7. Seller's Termination of Agreement. It is agreed that Seller may terminate this Agreement prior to Closing for any reason by written notice to Buyer. 8. Buyer 's Termination of Agreement. It is agreed that Buyer may terminate this Agreement for any reason prior to Closing by written notice to Seller. 9. Taxes. Buyer shall bear, and shall defend, indemnify and hold Seller harmless from and against any and 2 4886-9419-0994 FILED: ERIE COUNTY CLERK 03/26/2024 01:36 PM INDEX NO. 804425/2024 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 03/26/2024 all sales, use, excise and other similar taxes, and any taxes, fees, duties, interest, penalties, charges, invoices, claims and statements relating thereto, which may be imposed by any federal, state, county, local or other governmental authority as a result of the sale, delivery or transfer of the Aircraft to Buyer, or the ownership, possession, use or storage of the Aircraft on or after closing, except to the extent imposed on or measured by Seller's income. In the event Seller receives written notice of any audit, claim, assessment or proposed assessment of any tax for which Buyer may be responsible under this Section 9, Seller shall notify Buyer, and Seller and Buyer reasonably shallcooperate to manage and/or defend any such audit, claim, assessment or proposed assessment, all at Buyer's reasonable cost and expense. Notwithstanding any provision to the contrary herein contained, at the Closing, Buyer shall deliver to Seller an exemption certificate, affidavit or other document, satisfactory to Seller, to evidence an exemption or exception from the requirement of having to pay such sales or other transfer tax on the sale of the Aircraft hereunder. Seller shall reasonably cooperate with Buyer (at Buyer's expense) so as to mitigate or avoid the imposition of any sales taxes on Buyer in connection with the transactions contemplated hereby. 10. Assignment. This Agreement may not be transferred or assigned without written authorization signed by Seller and Buyer. 11. Notice. All notices and requests required or authorized under this Agreement shall be given in writing, and be transmitted via email: (Buyer - nick@saqe-popovich.com Seller - may eqrant@slrequipmentfinance.com) or by United States Certified Mail, return receipt requested, at the addresses provided above, provided that in the case of email transmission, receipt is acknowledged by the recipient. The date on which any such notice is received by the addressee shall be deemed the date of notice. 12. Governing Law. This Agreement is a contract executed under and to be construed under the laws of the State of New York, and sole and exclusive venue for any dispute between the parties shall be the state and federal courts in the State of New York. 13. Attorney Fees. In the event any action is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party a reasonable sum for the successful party's attorney's fees. 14. Waiver. Either party's failure to enforce any provision of this Agreement against the other party shall not be construed as a waiver thereof so as to excuse the other party from future performance of that provision or any other provision. 15. Severability. The invalidity of any portion of the Agreement shall not affect the validity of the remaining portions thereof. 16. Paragraph Headings. The headings to the paragraphs to this Agreement are solely for convenience and have no substantive effect on the Agreement nor are they to aid in the interpretation of the Agreement. 17. Entire Agreement. This Agreement constitutes the entire Agreement between the parties. No statements, promises, or inducements made by any party to this Agreement, or any agent or employees of either party, which are not contained in this written contract shall be valid or binding. This Agreement may not be enlarged, modified, or altered except in writing signed by the parties. 18. Confidentiality. The terms and conditions of this Agreement, and all writings, discussions, and negotiations in connection with the transaction contemplated by this Agreement (including, without limitation, the fact that discussions and negotiations have been conducted by the parties), shall remain strictly confidential and shall not be disclosed by either party, without the prior written party, except that each consent of the other party shall be entitled to disclose the terms and (i) as may be required conditions of this Agreement by law, legal process or the rules of any stock exchange; (ii) to such party's accountants, consultants, attomeys, and other advisors performing services for such party with respect to or affected by the transaction contemplated by this Agreement including the escrow agent and inspection facility and their personnel; (iii) to each party's employees with a need to know; (iv) as may be required to permit such party to pursue all available remedies for breach of this Agreement by the other party; and (v) to any entity that may provide financing to Buyer in 3 4886-9419-0994 FILED: ERIE COUNTY CLERK 03/26/2024 01:36 PM INDEX NO. 804425/2024 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 03/26/2024 connection with the acquisition of the Aircraft. 19. Authority. Seller and Buyer each warrant to the other that the execution, delivery, and performance of this Agreement has been authorized and approved by all required legal authority, and the parties executing this document warrant their authority to so bind the respective parties. 20. Miscellaneous. This Agreement may be amended only by written addendum executed by both parties. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and shall be effective when executed by both parties. Buyer and Seller each agree that digitally produced and/or a stored copies of this Agreement or any other document associated with this Agreement are to be considered "paper" equivalent to original or documents. 21. JURY TRIAL WAlVER. EACH PARTY HERETO HEREBY EXPRESSLY WAlVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A JURY TRIAL IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AND FURTHER WAlVES ANY CLAIM TO PUNITIVE OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY. [signature lines on next page] 4 4886-9419-0994 FILED: ERIE COUNTY CLERK 03/26/2024 01:36 PM INDEX NO. 804425/2024 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 03/26/2024 IN WITNESS WHEREOF, the parties hereto have executed this Transfer of Lease & Aircraft Purchase and Sale Agreement the day and year first above written. NATIONS FUND I, LLC SPI LEASING, LLC By: By: Name: Name: Title: Title: 5 4886-9419-0994 FILED: ERIE COUNTY CLERK 03/26/2024 01:36 PM INDEX NO. 804425/2024 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 03/26/2024 EXHIBIT A FORM OF WARRANTY BILL OF SALE KNOW ALL MEN BY THESE PRESENTS, that NATION FUND I, LLC ("Seller"), for good and valuable consideration paid byto it SPI Leasing, LLC ("Buyer"), the receipt and sufficiency hereby of which is acknowledged by Seller, has bargained, sold, transferred, assigned, set over and conveyed, and by these presents does hereby grant, bargain, sell, transfer, assign, set over and convey unto the Buyer, its successors and assigns forever, all of its rights, title and interest in and to that certain Bombardier Inc. model CL-600-2C10 aircraft, manufacturer's serial number 10043, bearing registration mark N11EA (the "Airframe"), together with two (2) General Electric model CF34-8CSB1 engines, manufacturer's serial numbers 965298 and 965394 (the "Engines"), (ii) all appurtenances, appliances, avionics, instruments, components, furnishings, items of equipment and accessories installed thereon or appurtenant thereto, and all loose equipment associated therewith, and (iii) all logbooks and records in the possession of Seller pertaining thereof, hereinafter collectively "Aircraft." referred to as the TO HAVE AND TO HOLD for Buyer, his successors and assigns own use forever. Seller hereby represents and warrants that at the time of transfer of title to the Aircraft hereunder there is hereby conveyed to Buyer, all of its right, title and interest in and to the Aircraft, free and clear of any and all claims, leases, trusts, liens, security interests, mortgages, encumbrances, prospective international interests, international interests, prospective sales and other rights of others whatsoever attributable to Seller (specifically excluding any arising out of the acts or omissions or alleged acts or omissions of Buyer or asserted by any person claiming by, through or under Buyer, or consented to by Buyer), and that it shall warrant and defend the title conveyed hereby against the claims of all persons forever. THE AIRCRAFT IS A USED AIRCRAFT AND, EXCEPT FOR SELLER'S WARRANTY OF TITLE TO THE AIRCRAFT AS SET FORTH ABOVE, THE AIRCRAFT IS BEING SOLD AND DELIVERED TO BUYER FAULTS" IN "AS IS, WHERE IS, WITH ALL CONDITION ON THE DATE HEREOF, WITH ALL FAULTS, LIMITATIONS AND DEFECTS, WHETHER HIDDEN OR APPARENT, REGARDLESS OF CAUSE AND WITHOUT ANY REPRESENTATION, WARRANTY OR GUARANTY OF ANY KIND OR NATURE BEING MADE OR GIVEN BY SELLER, ITS MEMBERS, DIRECTORS, OFFICERS, MANAGERS, AGENTS, EMPLOYEES OR ATTORNEYS, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE. SELLER DISCLAIMS AND BUYER KNOWINGLY AND VOLUNTARILY WAlVES AND RENOUNCES ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, GUARANTIES AND REPRESENTATIONS REGARDING THE AIRCRAFT OR ANY ASPECT THEREOF OF EVERY KIND AND NATURE, WHETHER ARISING IN LAW, IN EQUITY, IN CONTRACT, IN TORT AND STRICT LIABILITY, INCLUDING, BUT NOT LIMITED TO: (A) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) ANY IMPLIED OR EXPRESS WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; AND (C) ANY WITH RESPECT TO MATERIAL, MANUFACTURE, WORKMANSHIP, DESIGN, AIRWORTHINESS, VALUE, CONDITION, SAFETY, OPERATION, PERFORMANCE OR CONFORMITY TO ANY OF THE DELIVERY CONDITIONS OR ANY OF THE OTHER REQUIREMENTS, TERMS AND CONDITIONS OF THE AGREEMENT. This Warranty Bill of Sale and the rights and obligations of Seller and Buyer hereunder (including without limitation all matters of construction, validity and performance) shall be governed by and construed in accordance with the laws of New York and is being delivered pursuant to the terms and conditions of the that certain Transfer of Lease & Aircraft Purchase and Sale Agreement dated as of December _, 2023, by and between Seller and Buyer (the "Aqreement"). [Signature Page Follows] 6 4886-941 9-0994 FILED: ERIE COUNTY CLERK 03/26/2024 01:36 PM INDEX NO. 804425/2024 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 03/26/2024 IN WITNESS of December, 2023. WHEREOF, SELLER has caused this Warranty Bill of Sale to be executed this _ day Seller: NATIONS FUND I, LLC By: Name: Title: 7 4886-9419-0994 FILED: ERIE COUNTY CLERK 03/26/2024 01:36 PM INDEX NO. 804425/2024 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 03/26/2024 EXHIBIT B FORM OF DELIVERY AND ACCEPTANCE RECElPT RE: Bombardier Inc. model CL-600-2C10 aircraft, manufacturer's serial number 10043, bearing registration mark N11EA (the "Airframe"), together with two (2) General Electric model CF34-8C5B1 engines, manufacturer's serial numbers 965298 and 965394 (the "Enaines"), collectively, the ("Aircraft"). TO: NATIONS FUND I, LLC Pursuant to the Transfer of Lease & Aircraft Purchase and Sale Agreement (the "Aqreement") dated December __, 2023, between Nations Fund I, LLC (Seller), and SPI Leasing, LLC (Buyer), Buyer hereby acknowledges acceptance of the Aircraft from Seller, at o'clock (am / pm) on the ___ day of December, 2023, at Gary Chicago Intemational Airport (KGYY). Buyer has examined the Aircraft and acknowledges that it satisfactorily complies with all terms and conditions of the above-referenced Agreement. Buyer further acknowledges compliance to date of all terms and conditions of the Agreement and Buyer's signature hereon shall indicate Buyer's irrevocable acceptance of the Aircraft. Sincerely, SPI LEASING, LLC By: Name: Title: 8 4886-9419-0994