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Airplane Contract

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Airplane Contract
Exam ID: E24526818 (Chaim Dienstag) Commercial Drafting

Stock Purchase Agreement Professor Alan Shaw

Stock Purchase Agreement

Stock Purchase Agreement, dated December 6, 2011, between Supersonic Business Ventures, Inc., a Delaware corporation, (“SBV”), Delilah Wings Corp., a Delaware corporation, (“DWC”) and Sam Samson (“Samson”), (collectively the “Sellers”), and Fly-by-Night Aviation, Inc., a New York corporation (“Aviation”).

Recitals: (A) After the Closing, Aviation intends to enter into a one year contract with
Roundhead Industries Corp. (“Roundhead”) to provide charter services for its executives. Aviation cannot enter the contract with Roundhead until the consummation of the transactions contemplated by this Agreement as Roundhead will not enter the contract until Aviation has full ownership of the Aircraft. The offer to enter the contract will expire on January 13, 2012 at 5:00 pm ET.1 Accordingly the parties agree:

Article 1 Definitions.

1.1 Definitions. As used in this Agreement, terms defined in the preamble or recital of this Agreement have the meanings set forth therein and the following terms have the meanings set forth below:

It is essential to include this recital in order to support Aviation’s condition precedent that the deal must be executed no later than January 13, 2012 before the end of regular business hours to give Aviation enough time to enter into the Roundhead contract. 1

1

Exam ID: E24526818 (Chaim Dienstag) Commercial Drafting

Stock Purchase Agreement Professor Alan Shaw

(a)“Agreement” means this Stock Purchase Agreement and all schedules and exhibits hereto.

(b)“Aircraft” means the Airframe, equipped with Engines and aircraft accessories, including but not limited to, all appliances, avionics, furnishings and other components, equipment and property incorporated in or on or attached to the Airframe or Engines on the date of this Agreement, except as to such parts that will require fixing or

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