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
(y)“Fuel” means Jet Propellant 8 jet fuel.4

(z)“Holiday” means any of the days set forth in schedule 1.1(z) hereto.

(aa) “Inspection” has the meaning set forth in section 5.17.

(bb) “Inspector” has the meaning set forth in section 5.17.

(cc) “Knowledge” of the Sellers, with respect to each Seller, means the following: (i) DWC – the actual knowledge of Harriet Philistine (DWC’s president), without performing any independent investigation. (ii) SBV – the actual knowledge of SBV’s Executive Officers and the person designated as the “chief mechanic” under the Maintenance Agreement set forth in exhibit 1.1(ff) if they had performed a Diligent Investigation. (iii) Samson – actual knowledge if he had performed a Diligent Investigation.

(dd) “Laws” means all Federal, state, local, or foreign laws, rules and regulations.

This is the highest grade fuel that the “Engine” will run on. See http://www.aoc.noaa.gov/aircraft_g4.htm and http://en.wikipedia.org/wiki/JP-8 5

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Exam ID: E24526818 (Chaim Dienstag) Commercial Drafting

Stock Purchase Agreement Professor Alan Shaw

(ee) “Lien” means any lien, charge, encumbrance, security interest, mortgage, pledge, lease or conditional sale or other title retention agreement.

(ff) “Maintenance Agreement” means the maintenance agreement, dated as of September 3, 2008, between Greasemonkeys Inc., and Wings, as amended