EFTA01748810.pdf

From: Alireza lttihadieh To: jeffrey E. <jeevacationeggmail.com> Subject: Re: Sent Saturday, November 15, 2014 10:08:09 PM Whom ever is advising you needs to go learn how to read English or they are simply still recovering from the previous night. Your adding Seller to your insurance as an additional name insured doesn't cost you a dime. Seller is Picton II and you're contracting directly with Seller. Happy to go to New York Law You will get all Historical records and ALL log books from birth in English Seller will support you getting an N registered aircraft, buyer pays for DAR etc. Your pre-Purchase will be simple your Larry doesn't need 15 days to figure it out. Please introduce me to the Author of below and I will hook him up with our Lawyer. After all New York Law is based on English law. Alireza ITTIHADIEH On 15 Nov 2014, at 16:50, jeffrey E. [email protected]> wrote: Seller wants us to indemnify Seller for post Delivery operating costs or liabilities (not sure why we should have to) and wants us to add Seller and its recent owners and financiers as Additional Insureds on our policy for 2 years following the closing. ?? F. One of the provisions in the Agreement says that Seller will "transfer or procure the transfer, by way of the issue to the Buyer of a full warranty bill of sale, the full legal, equitable and beneficial, good and marketable title, to the Aircraft to the Buyer at delivery free of all liens and encumbrances' See -Title" on page 3 of the draft. English drafting is always horrible, but does the fact that they need to include a provision to "procure the transfer" mean that Seller is not the current owner of the Aircraft? lwe want to contract directly with the owner G. English law is said to apply to this transaction. no purchase price from $26,500,000 to $25,000,000. B. Consistent with your prior email which stated that we would pay $2MM if we walked away without any reason (i.e., not related to any failures by Seller), reduced the second deposit from $1.5 MM to $1 MM, so that together with the first deposit of $1 MM, the total transaction deposit will be $2 MM. C. I expanded the list of what constitutes "Records" of the Aircraft. D. I fine tuned some of the language for the Delivery Condition in which Seller is required to deliver the Aircraft - see Page 4 - and added a requirement that there be no history of any accidents, and the requirement specificaly as part of the Delivery Condition, that the Aircraft be delivered with an Export Certificate of Airworthiness required to export the Aircraft to and register it in the United States. E. it has to be US certified. i understand that a DAR must be hired , but there must not be something EFTA_R1_00044990 EFTA01748810  that prevents us cert F. I changed the lime within which Buyer is required to start its full Pre-Purchase Inspection from 5 business days after the execution of the Sale Agreement to 15 business days. I was not sure how much time Larry would need to put everything together and get someone relable to oversee the inspection, so I gave him essentially 3 weeks to do so. G. Consistent with prior email, I added provisions in the offer to the effect that if the deal falls through as a result of Seller's breach, then our costs of inspection, travel, consultants, etc will be reimbursed by Seller in addition to our receiving the return of our deposits. I also provided that the same would be true if Seller refused to correct $1.MM or less of discrepancies and that caused the agreement to be terminated. please note The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE Unauthorized use, disclosure or copying of this communication or any pan thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return c-mail or by e-mail to [email protected], and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved EFTA_R1_00044991 EFTA01748811