SHARE PURCHASE AGREEMENT

SHARE PURCHASE AGREEMENT

CONTENTS

CLAUSE

1. INTERPRETATION ..................................................................................... 1

2. SALE AND PURCHASE ............................................................................... 5

3. PURCHASE PRICE .................................................................................... 6

4. CLOSING ………………………………………………………………………6

5. POST-CLOSING UNDERTAKING .................................................................. 8

6. WARRANTIES ........................................................................................... 8

7. LIMITATIONS ON CLAIMS ........................................................................... 9

8. CONFIDENTIALITY AND ANNOUNCEMENTS ................................................ 10

9. FURTHER ASSURANCE ............................................................................ 11

10. ASSIGNMENT ......................................................................................... 11

11. WHOLE AGREEMENT .............................................................................. 11

12. VARIATION AND WAIVER .......................................................................... 11

13. COSTS …………………………………………………………………….12

14. NOTICE …………………………………………………………………….12

15. SEVERANCE .......................................................................................... 13

16. AGREEMENT SURVIVES CLOSING ............................................................ 13

17. THIRD PARTY RIGHTS ............................................................................. 13

18. COUNTERPARTS .................................................................................... 14

19. LANGUAGE ............................................................................................ 14

20. GOVERNING LAW ................................................................................... 14

21. DISPUTE RESOLUTION ............................................................................ 14

1. ASSIGNMENT ......................................................................................... 26

2. INSTRUCTION ......................................................................................... 26

3. FURTHER ACTIONS ................................................................................ 27

4. COUNTERPARTS .................................................................................... 27

5. GOVERNING LAW ................................................................................... 27

6. DISPUTE RESOLUTION ............................................................................ 27

7. TAXES ……………………………………………………………………27

8. BINDING EFFECT .................................................................................... 28

SCHEDULE

SCHEDULE 1 PARTICULARS OF THE COMPANY AND DIRECTORS .................... 15

SCHEDULE 2 AIRCRAFT .............................................................................. 17

SCHEDULE 3 SELLER WARRANTIES ............................................................. 18

SCHEDULE 4 BUYER WARRANTIES .............................................................. 24

SCHEDULE 5 ASSIGNMENT AGREEMENT ...................................................... 26

SCHEDULE 6 SELLER’S BANK ACCOUNT ...................................................... 29

THIS AGREEMENT is dated ____ _____

PARTIES

(1) _____ LTD incorporated and registered in _____.

(2) _____ incorporated and registered under _____.

(A) The Company (as defined below) has an issued share capital _____ Euros divided into _____  shares of _____ Euros each. Further particulars of the Company at the date of this agreement are set out in Schedule 

(B) The Company owns the Aircraft (as defined below).

(C) The Seller has agreed to sell and the Buyer has agreed to buy the Sale Shares subject to the terms and conditions of this agreement.

AGREED TERMS

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in this agreement.

Accounts: the audited financial statements of the Company as of _____. and unaudited financial statements of the Company as of _____., including in each case the balance sheet, profit and loss account together with the notes on them, the cash flow statement and the auditor's and Directors' reports (where applicable).

Accounts Date_____.

Aircraft: _____.

Aircraft Flight Expenses: _____.

Aircraft Lease Agreement: _____.

Aircraft Maintenance Expenses: _____.

Airfix Aviation Oy: _____.

Assignment Agreement: _____.

Board: _____.

Business: _____.

Business Day: _____.

Claim and Substantiated Claim: _____.

Closing Date: _____.

Company: _____.

Company Administration Expenses: _____.

Connected: _____.

Constitutional Documents: Memorandum, Articles of Association and other constitutional documents of a company as provided by law at the place of incorporation of a company.

Control: in relation to a body corporate, the power of a person to secure that the affairs of the body corporate are conducted in accordance with the wishes of that person:

(a) by means of the holding of shares, or the possession of voting power, in or in relation to that or any other body corporate; or

(b) by virtue of any powers conferred by the constitutional or corporate documents, or any other document, regulating that or any other body corporate;

and a Change of Control occurs if a person who controls any body corporate ceases to do so or if another person acquires control of it.

Director: each person who is a director of the Company or any of its Subsidiaries, the names of whom are set out in Schedule 1.

Disclosed: fairly, fully, clearly and accurately disclosed to the Buyer either in or in accordance with this agreement.

Dollar: means the lawful currency of the United States of America.

Encumbrance: any interest of any person (including any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien, assignment, hypothecation, security, interest, title, retention or any other security agreement or arrangement.

Group: in relation to a company, that company, its Subsidiaries, any company of which it is a Subsidiary (its holding company) and any other Subsidiaries of any such holding company; and each company in a Group is a member of the Group.

Unless the context otherwise requires, the application of the definition of Group to any company at any time will apply to the company as it is at that time.

IFRS: the International Financial Reporting Standards as adopted for use in the European Union.

Pre-closing Period: the period starting on _____ and ending on the Closing Date inclusive.

Plane Debt: the amount of USD _____ due and owing by the Company to the Seller in relation to the acquisition of the Aircraft by the Company.

Purchase Price: the purchase price for the Sale Shares is the sum of _____ Dollars or an equivalent amount in Euro calculated by applying the exchange rate published at the official internet site of the European Central Bank (https://www.ecb.europa.eu/stats/exchange/eurofxref/html/index.en.html), to be paid by the Buyer to the Seller adjusted in accordance with clause 3.

_____ Agreement: Corporate Care Agreement dated _____ between the Company and _____  Corporation whereby the latter provides to the Company services relating to aero engine maintenance and support.

Sale Shares: _____ of the ordinary shares of EUR _____ each in the Company, all of which are fully paid, representing _____  of the total issued share capital of the Company.

Seller’s Bank Account: means EUR or USD account of the Seller, as applicable, specified in Schedule 6 hereto.

Subsidiary: in relation to a company (the holding company), any company in which the holding company (or persons acting on its behalf) directly or indirectly holds or Controls either:

(a) a majority of the voting rights exercisable at shareholder meetings of that company; or

(b) the right to appoint or remove a majority of its board of directors,

and any company which is a Subsidiary of another company is also a Subsidiary of that company's holding company.

Unless the context otherwise requires, the application of the definition of Subsidiary to any company at any time shall apply to the company as it is at that time.

Seller Warranties: means warranties of the Seller in Schedule 3.

Tax or Taxation: whether or not directly or primarily chargeable against or attributable to the Company and regardless of whether the Company has, or may have, any right of reimbursement against any other person:

(a) any form of tax, levy, impost, duty, contribution, customs and other import duties, liability and charge in the nature of taxation and all related withholdings or deductions of any kind (including, for the avoidance of doubt, any social security contribution liabilities and similar or corresponding obligations) (in each case whether created or imposed by any government, state, federal, local, municipal or other body, and whether in the Republic of Cyprus, Luxembourg or Finland or elsewhere) wherever and whenever payable and shall further include any amount payable as a consequence of any claim, direction order or determination of any Taxation Authority; and

(b) all fines, penalties, charges, costs and interest included in or relating to any of the above or to any obligation in respect of any of the above.

Transaction: the transaction contemplated by this agreement or any part of that transaction.

Warranties: means the representations and warranties in clause 6, the Buyer Warranties and the Seller Warranties.

1.2 Clause and schedule headings do not affect the interpretation of this agreement.

1.3 A person includes a natural person, a corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors or permitted assigns.

1.4 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.

1.5 A reference to one gender includes a reference to the other genders.

1.6 Subject to clause 10, a reference to any party shall include that party's personal representatives, successors and permitted assigns.

1.7 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.8 A reference to a particular statute, statutory provision or subordinate legislation is a reference to it as it is in force at the date of this agreement, taking account of any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts and subordinate legislation for the time being in force made under it. Provided that, as between the parties, no such amendment or re-enactment made after the date of this agreement shall apply for the purposes of this agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party.

1.9 Writing or written excludes faxes and e-mail.

1.10 Documents in agreed form are documents in the form agreed by the parties to this agreement and initialled by them for identification.

1.11 References to clauses and schedules are to clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule.

1.12 Any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England be deemed to include a reference to what nearly approximates to the English legal term in that jurisdiction.

1.13 References to this agreement include this agreement as amended or varied in accordance with its terms.

2. SALE AND PURCHASE

2.1 On the terms of this agreement, the Seller shall sell, and the Buyer shall buy, with effect from Closing, the Sale Shares.

2.2 The Seller:

(a) has the right to sell the Sale Shares on the terms set out in this agreement;

(b) shall do all it can, at its own cost, to give the Buyer the full legal and beneficial title to the Sale Shares; and

(c) sells the Sale Shares free from all Encumbrances.

2.3 The Sale Shares are sold with all rights that attach, or may in the future attach, to them (including, in particular, the right to receive all dividends and distributions declared, made or paid on or after the date of this agreement).

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2.4 The Buyer is not obliged to complete the purchase of any of the Sale Shares unless the purchase of all the Sale Shares is completed simultaneously.

3. PURCHASE PRICE

3.1 The Purchase Price is payable by electronic funds transfer for value received at Closing to the Seller’s Bank Account.

3.2 The Purchase Price shall be increased by the amount of _____ Euro representing the amount of the refundable deposit paid by the Company to _____.

4. CLOSING

4.1 Closing shall take place on the Closing Date:

(a) at the offices of the Company; or

(b) at floor _____; or

(c) at any other place or time as agreed in writing by the Seller and the Buyer.

4.2 At Closing the Seller shall:

(a) deliver to the Buyer:

(i) certified true copy of the сertificate of Director(s) and secretary with respect to the Company issued not earlier than _____ Business Days prior to the Closing Date;

(ii) certified true copy of the memorandum of association of the Company and of the latest version of the articles of association of the Company issued not earlier than _____ Business Days prior to the Closing Date.

(b) deliver to the Buyer certified as a true copy of the Company’s register of members showing that the Seller is the only shareholder of the Company on the Closing Date;

(c) deliver to the Buyer the original of the Share certificate issued in the name of the Seller and confirming its title to the Sale Shares for cancellation by the secretary of the Company;

(d) deliver to the Buyer a certified copy of the resolution in the agreed form adopted by the board of directors of the Seller authorising the sale of Shares and the execution and delivery by the officers specified in the resolution of this agreement, the Assignment Agreement, any documents necessary to transfer the Sale Shares and any other documents referred to in this agreement;

(e) provide the Buyer with a copy of the minutes of the Board in the agreed form, duly certified as being a true copy by the Company’s

representatives, stating that the Company has waived any rights of first refusal, pre-emption or redemption; that it has consented to the sale and purchase of the Sale Shares under this agreement; and that it has approved the transfer of the Sale Shares to the Buyer, all as required by the Articles of Association of the Company or Cyprus law;

(f) deliver to the Buyer a copy of the Certificate of Registration issued by the Finnish Civil Aviation Authority with respect to the Aircraft the original of which is kept by _____;

(g) deliver to the Buyer the duly executed original instrument of transfer in the agreed form in relation to the transfer of the Sale Shares to the Buyer and also to undertake all other necessary actions (so far as lies within respective powers) of the Seller to implement the Transaction and transfer legal ownership to the Buyer over the respective Sale Shares in accordance with Cyprus law and this agreement;

(h) deliver to the Buyer the executed Assignment Agreement; and

(i) deliver to the Buyer resignations of the current directors of the Company and the resolutions of the Company accepting the resignations of the current directors of the Company and appointing new directors of the Company proposed by the Seller.

4.3 At Closing the Buyer shall:

(a) pay the Purchase Price adjusted pursuant to clause 3 by electronic funds transfer for value received to the Seller and otherwise in accordance with clause 3. Payment made in accordance with this clause shall constitute a valid discharge of the Buyer's obligations under clause 2.1;

(b) deliver a certified copy of the resolution in the agreed form adopted by the board of directors of the Buyer authorising the Transaction and the execution and delivery by the officers specified in the resolution of this agreement, the Assignment Agreement and any other documents referred to in this agreement as being required to be delivered by it; and

(c) deliver to the Seller the executed Assignment Agreement.

4.4 If the Seller does not comply with clause 4.2(g) or clause 4.2(h) in any material respect the Buyer may, without prejudice to any other rights it has:

(a) proceed to Closing;

(b) defer Closing to a date no more than _____ days after the date on which Closing would otherwise have taken place; or

(c) rescind this agreement.

4.5 The Buyer may defer Closing under clause 4.4 only once, but otherwise clause 4 applies to a Closing deferred under that clause as it applies to a Closing that has not been deferred.

4.6 If Closing does not occur within _____ days after the date of this agreement due to a party breaching its obligations hereunder, the breaching party shall compensate to the non-breaching party all legal costs reasonably incurred by the non-breaching party in relation to the negotiation and execution of this agreement.

5. POST-CLOSING UNDERTAKING

5.1 The Seller undertakes at the request of the Buyer to repay to the Buyer or the Company after Closing:

(a) any properly incurred Aircraft Flight Expenses relating to the flights of the Seller performed in the Pre-closing Period outstanding under the Aircraft Lease Agreement; and

(b) an agreed portion of Aircraft Maintenance Expenses relating to the Pre-closing Period outstanding under the Aircraft Lease Agreement.

5.2 Taking into account that, as of the Closing Date, there may be:

(a) Invoices for commercial flights carried out in the Pre-closing period that are not yet issued and/or paid; and/or

(b) Aircraft Flight Expenses and/or Aircraft Maintenance Expenses relating to the flights of and payable by the Seller, which may not yet be calculated, documented or invoiced by Airfix Aviation Oy;

The Parties undertake, as soon as practically possible upon the issues mentioned in clause 5.2 (a) and (b) above being resolved, but in any case within 2 (two) months following the Closing Date, to discuss in good faith and agree:

i. the allocation of income from commercial flights received by the Company in the Pre-closing Period; and

ii. the amounts payable by the Seller to the Buyer under clause 5.1.

6. WARRANTIES

6.1 The Parties enter into this agreement on the basis of, and in reliance on, the Warranties.

6.2 The Seller warrants and represents to the Buyer that each Seller Warranty is true and not misleading on the date of this agreement except as Disclosed.

6.3 The Buyer warrants and represents to the Seller that each Buyer Warranty is true and not misleading on the date of this agreement.

6.4 The Buyer is not entitled to recover damages or otherwise obtain restitution more than once in respect of the same loss.

6.5 Warranties qualified by the expression so far as the Seller is aware (or any similar expression) are deemed to be given to the best of the knowledge, information and belief of the Seller, the Company and Directors after each of them has made all reasonable and careful enquiries.

6.6 Warranties qualified by the expression so far as the Buyer is aware (or any similar expression) are deemed to be given to the best of the knowledge, information and belief of the Buyer and directors of the Buyer after each of them has made all reasonable and careful enquiries.

6.7 Each of the Warranties is separate and, unless specifically provided, is not limited by reference to any other Warranty or anything in this agreement.

7. LIMITATIONS ON CLAIMS

7.1 The definitions and rules of interpretation in this clause apply in this agreement.

Claim: a claim for breach of any of the Warranties.

Substantiated Claim: a Claim in respect of which liability is admitted by the party against whom such Claim is brought, or which has been adjudicated on by a court of competent jurisdiction and no right of appeal lies in respect of such adjudication, or the parties are debarred by passage of time or otherwise from making an appeal.

A Claim is connected with another Claim or Substantiated Claim if they all arise out of the occurrence of the same event and relate to the same subject matter.

7.2 This clause limits the liability of the Seller in relation to any Claim.

7.3 The liability of the Seller for all Substantiated Claims when taken together shall not exceed the Purchase Price actually paid by the Buyer to the Seller in accordance with this agreement and reduced by any amounts paid by the Seller in accordance with clause 5 (Post-closing undertaking).

7.4 The Seller shall not be liable for a Claim unless the amount of a Substantiated Claim, or of a series of connected Substantiated Claims of which that Substantiated Claim is one, exceeds _____ Dollars or an equivalent in any other currency.

7.5 The Seller is not liable for any Claim to the extent that the Claim:

(a) relates to matters Disclosed; or

(b) relates to any matter specifically and fully provided for in the Accounts.

7.6 The Seller is not liable for a Claim unless the Buyer has given the Seller notice in writing of the Claim summarising the nature of the Claim as far as it is known to the Buyer and the amount claimed, within the period of 1 (one) year beginning with the Closing Date.

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7.7 Where notice of a Claim is given under clause 7.6, but legal proceedings have not been issued and served within the period of twelve months (beginning with the day on which the notice is deemed to be received), the Claim shall be deemed to be withdrawn.

7.8 Nothing in this clause 7 applies to a Claim that arises or is delayed as a result of dishonesty, fraud, wilful misconduct or wilful concealment by the Seller, its agents or advisers.

8. CONFIDENTIALITY AND ANNOUNCEMENTS

8.1 The Seller and the Buyer undertake to each other to keep confidential the terms of this agreement and all information about the Company immediately before Closing, and use the information only for the purposes contemplated by this agreement.

8.2 Neither party is required to keep confidential or to restrict its use of:

(a) information that is or becomes public knowledge other than as a direct or indirect result of the information being disclosed in breach of this agreement; or

(b) information that the parties agree in writing is not confidential; or

(c) information about the other party's Group, or the Company, that it finds out from a source not connected with that Group, the Company, and that it has acquired free from any obligation of confidence to any other person.

8.3 Either party may disclose any information that it is otherwise required to keep confidential under this clause:

(a) to such employees, professional advisers, consultants, or officers of its Group as are reasonably necessary to advise on this agreement, or to facilitate the Transaction, if the disclosing party procures that the people to whom the information is disclosed keep it confidential as if they were that party; or

(b) with the other party's written consent; or

(c) to confirm that the sale has taken place and the date of the sale (but without otherwise revealing any other terms of sale or making any other announcement); or

(d) to the extent that the disclosure is required:

(i) by law; or

(ii) by a regulatory body, tax authority or securities exchange; or

(iii) to make any filing with, or obtain any authorisation from, a regulatory body, tax authority or securities exchange; or

(iv) under any arrangements in place under which negotiations relating to terms and conditions of employment are conducted; or

(v) to protect the disclosing party's interest in any legal proceedings,

but shall use reasonable endeavours to consult the other party and to take into account any reasonable requests it may have in relation to the disclosure before making it.

8.4 Each party shall supply the other with any information about itself, its Group or this agreement as the other may reasonably require for the purposes of satisfying the requirements of a law, regulatory body or securities exchange to which the requiring party is subject.

8.5 This clause shall continue to have effect for the period of three years from the Closing Date.

9. FURTHER ASSURANCE

The Seller shall, at its expense, promptly execute and deliver all documents, and do all things that the Buyer may from time to time reasonably require for the purpose of giving full effect to the provisions of this agreement.

10. ASSIGNMENT

10.1 No person shall assign, or grant any Encumbrance or security interest over, any of its rights under this agreement or any document referred to in it.

10.2 Each person that has rights under this agreement is acting on its own behalf.

11. WHOLE AGREEMENT

11.1 This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any arrangements, understanding or previous agreement between them relating to the subject matter they cover.

11.2 Each party acknowledges that in entering into this agreement, and any documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, assurance or warranty of any person other than as expressly set out in this agreement or those documents.

11.3 Nothing in this clause 11 operates to limit or exclude any liability for fraud.

12. VARIATION AND WAIVER

12.1 Any variation of this agreement shall be in writing and signed by or on behalf of all parties.

12.2 Any waiver of any right under this agreement is only effective if it is in writing, and it applies only to the party to whom the waiver is addressed and the

circumstances for which it is given and shall not prevent the party who has given the waiver from subsequently relying on the provision it has waived.

12.3 No failure to exercise or delay in exercising any right or remedy provided under this agreement or by law constitutes a waiver of such right or remedy or will prevent any future exercise in whole or in part thereof.

12.4 No single or partial exercise of any right or remedy under this agreement shall preclude or restrict the further exercise of any such right or remedy.

12.5 Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.

13. COSTS

13.1 Unless otherwise provided, all costs in connection with the negotiation, preparation, execution and performance of this agreement, and any documents referred to in it, shall be borne by the party that incurred the costs.

13.2 The Seller shall indemnify the Buyer against all costs and expenses incurred by the Buyer in investigating the affairs of the Company's Group and in the negotiation, preparation and performance of this agreement if the Buyer lawfully rescinds or terminates this agreement.

14. NOTICE

14.1 A notice given under this agreement:

(a) shall be in writing in the English language (or be accompanied by a properly prepared translation into English);

(b) shall be sent for the attention of the person, and to the address, given in this clause (or such other address or person as the party may notify to the others in accordance with the provisions of this clause); and

(c) shall be:

(i) delivered personally; or

(ii) sent by pre-paid first class post or recorded delivery; or

(iii) (if the notice is to be served by post outside the country from which it is sent) sent by reputable courier service.

14.2 The addresses for service of notice are: _____

(b_____

(i) _____

(ii) for the attention of: _____

14.3 A notice is deemed to have been received:

(a) if delivered personally, at the time of delivery; or

(b) in the case of pre-paid first class post or recorded delivery, three Business Days from the date of posting; or

(c) in the case of reputable courier service, five Business Days from the date of posting; and

(d) if deemed receipt under the previous paragraphs of clause 14.3 is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is not a public holiday in the place of receipt), when business next starts in the place of receipt.

14.4 To prove service, it is sufficient to prove that the notice was given that the envelope containing the notice was properly addressed and posted.

15. SEVERANCE

15.1 If any provision of this agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

15.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

16. AGREEMENT SURVIVES CLOSING

This agreement (other than obligations that have already been fully performed) remains in full force after Closing.

17. THIRD PARTY RIGHTS

17.1 This agreement and the documents referred to in it are made for the benefit of the parties to them and their successors and permitted assigns, and are not intended to benefit, or be enforceable by, anyone else.

17.2 Each party represents to the other that its respective rights to terminate, rescind, or agree any amendment, variation, waiver or settlement under this agreement are not subject to the consent of any person that is not a party to the agreement.

18. COUNTERPARTS

This agreement may be executed in any number of counterparts, each of which is an original and which together have the same effect as if each party had signed the same document.

19. LANGUAGE

If this agreement is translated into any language other than English, the English language text shall prevail.

20. GOVERNING LAW

This agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England.

21. DISPUTE RESOLUTION

All disputes arising out of or in connection with this agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce in force on the date when the notice of arbitration is submitted in accordance with those Rules. The Emergency Arbitrator Provisions shall not apply. The tribunal shall consist of one arbitrator appointed in accordance with the said Rules. The seat of the arbitration shall be Paris, France. The arbitral proceedings shall be conducted in English.