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BILL OF SALE
THE STATE OF FLORIDA
KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF BROWARD
That Miami Aviation Maintenance Co., a Florida corporation ("Seller"), for
the consideration set forth herein, by these presents does hereby grant, sell,
assign, convey, transfer and deliver unto Twin Air Calypso Services, Inc., a
Florida corporation, and its successors and assigns ("Purchaser"), all of
Seller's right, title and interest in and to those certain assets listed on
Schedule I hereto (all of the assets being transferred are referred to
hereinafter collectively as the "Assets"), including, without limitation, those
Assets itemized and described below, free and clear of all encumbrances,
security interests, liens, charges, claims and restrictions on the transfer
thereof, other than as the same have been previously disclosed to Purchaser in
writing.
TO HAVE AND TO HOLD the Assets, together with all the rights and
appurtenances thereto in anywise belonging, unto Purchaser, its successors and
assigns, forever, and Seller does hereby bind itself, and its successors and
assigns, to forever warrant and defend title to the Assets unto Purchaser
against the claims of any and all persons whomsoever.
Purchaser does not hereby assume any of Seller's liabilities and
obligations with respect to the Assets.
The purchase price for the Assets is 750,000 restricted shares of the
common stock (the "Shares") of AvStar Aviation Group, Inc., a Colorado
corporation ("AvStar").
Seller hereby agrees that it will execute and deliver, or cause to be
executed and delivered, from time to time after the date hereof, upon the
request of Purchaser, such other instruments of conveyance and transfer and will
take such other action as Purchaser may reasonably require to effectuate and/or
evidence the conveyance provided for herein.
In order to induce Purchaser to purchase the Assets, Seller hereby makes
the following representations and warranties to Purchaser, which representations
and warranties are material to Purchaser and are being relied upon by Purchaser
in connection with Purchaser's decision to purchase the Assets:
(a) Seller has full right, power and authority to execute and
deliver this Bill of Sale and to sell the Assets to Purchaser; the execution and
delivery of this Bill of Sale and the sale of the Assets to Purchaser has been
duly authorized by all necessary action on the part of Seller; and when this
Bill of Sale and all other agreements, documents and instruments executed in
connection herewith are executed by the appropriate parties and delivered to
Purchaser, this Bill of Sale and such other agreements, documents and
instruments will constitute the valid and binding agreements of Seller
enforceable against Seller in accordance with their respective terms, and will
vest in Purchaser full right, title and interest in and to the Assets, free and
clear of any and all encumbrances, security interests, liens, charges, claims,
restrictions or limitations, whatsoever, by any person of any kind, including
those on the transfer thereof, whether known or unknown; and
(b) All Assets constituting tangible personal property are in a
good state of repair and operating condition, ordinary wear and tear excepted,
and all Assets constituting inventories (including, without limitation, raw
materials, spare parts and supplies, work-in-process, finished goods) consist of
items of a quality, condition and quantity useable and saleable in the normal
course of business; and
(c) None of the Assets is subject to any commitment or other
arrangement for their sale or use by Seller or third parties; and
(d) Neither the execution and delivery of this Bill of Sale nor
the consummation of the transactions contemplated hereby will (i) violate,
conflict with or result in the breach or termination of, or otherwise give any
other contracting party the right to terminate, or constitute a default (by way
of substitution, novation or otherwise) under the terms of, any contract to
which Seller is a party or by which Seller is bound or by which any of the
Assets is bound or affected, (ii) violate any judgment against, or binding upon,
Seller or the Assets, or (iii) result in the creation of any lien, charge or
encumbrance upon the Assets pursuant to the terms of any such contract; and
(e) There are no actions, suits, claims or legal, administrative
or arbitration proceedings or investigations pending or threatened against,
involving or affecting any of the Assets, this Bill of Sale, or the transactions
contemplated hereby, and there are no outstanding orders, writs, injunctions or
decrees of any court, governmental agency or arbitration tribunal against,
involving or affecting the Assets, this Bill of Sale, or the transactions
contemplated hereby; and
(f) Seller has not taken any action that has or will give rise to
a claim to any broker's or finder's fee or commission in connection with the
transfer of the Assets; and
(g) No consent or approval from any third party is required in
connection with the execution and delivery of this Bill of Sale or the transfer
of the Assets.
Moreover, Seller hereby represents and warrants to AvStar (which is relying
on the following representations and warranties in its decision to issue the
Shares to Seller) that Seller is familiar with the business and financial
condition, properties, operations and prospects of AvStar, and has been given
full access to all material information concerning the condition, properties,
opera-tions and prospects of AvStar; Seller has had an oppor-tunity to ask such
questions of, and to receive such infor-mation from, AvStar as Seller has
desired and to obtain any additional information necessary to verify the
accuracy of the information and data received; Seller has received all
information concerning the condition, properties, operations and prospects of
AvStar to Seller's satisfaction; Seller has such knowledge, skill and experience
in business, financial and investment matters so that Seller is capable of
evaluating the merits and risks of the purchase of the Shares; Seller has
reviewed its financial condition and commit-ments and that, based on such
review, Seller is satisfied that it (a) has adequate means of providing for
contingencies, (b) has no present or contemplated future need to dispose of all
or any of the Shares to satisfy existing or contemplated under-takings, needs or
indebt-edness, (c) is capable of bearing the economic risk of the ownership of
the Shares for the indefinite future, and (d) has assets or sources of income
which, taken together, are more than sufficient so that Seller could bear the
loss of the entire purchase price of the Shares; Seller is acquir-ing the Shares
solely for Seller's own beneficial account, for investment purposes, and not
with a view to, or for resale in connection with, any distribution of the
Shares; the Seller understands that the Shares has not been registered under the
Securities Act of 1933 or any state securi-ties laws and therefore the Shares
are "re-stricted" under such laws; Seller has not offered or sold any portion of
the Shares and has no present intention of reselling or other-wise disposing of
any portion of the Shares either cur-rently or after the passage of a fixed or
deter-minable period of time or upon the occurrence or non-occurrence of any
predeter-mined event or circumstance.
In consideration of Purchaser's purchase of the Assets, Seller hereby
agrees to protect, indemnify, and hold harmless Purchaser, and its successors
and assigns, from any and all claims, demands, suits, proceedings, actions,
causes of action, losses, damages, liabilities, costs, and expenses (including,
without limitation, attorneys' fees and court costs) (i) resulting directly or
indirectly from the untruthfulness or breach of any of the representations,
warranties or covenants made by Seller in this Bill of Sale, or (ii) resulting
directly or indirectly from Seller's ownership or operation of the Assets prior
to the date hereof.
In consideration of Seller's sale of the Assets, Purchaser hereby agrees to
protect, indemnify, and hold harmless Seller, and its successors and assigns,
from any and all claims, demands, suits, proceedings, actions, causes of action,
losses, damages, liabilities, costs, and expenses (including, without
limitation, attorneys' fees and court costs) (i) resulting directly or
indirectly from the breach of any of the covenants made by Purchaser in this
Bill of Sale, or (ii) resulting directly or indirectly from Purchaser's
ownership or operation of the Assets after the date hereof.
In connection with the sale and purchase of the Assets pursuant to this
Bill of Sale, Seller terminated its employment relationship with each of
Seller's employees ("Seller Employees"), and Purchaser entered into an
employment relationship with each of the Seller Employees.
All indemnity agreements, and all representations, warranties and other
agreements and covenants made herein by either Seller or Purchaser herein shall
survive the consummation of the sale of the Assets provided for herein and all
other transactions contemplated hereby.
THIS BILL OF SALE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF FLORIDA. It may be executed in any number of
counterparts; each such counterpart shall, for all purposes, be deemed to be an
original; and all such counterparts shall constitute but one and the same Bill
of Sale.
[SIGNATURES TO FOLLOW]
IN WITNESS WHEREOF, Seller and Purchaser have executed this Bill of Sale
effective as of the 8th day of April, 2010.
"SELLER" "PURCHASER"
MIAMI AVIATION MAINTENANCE CO., TWIN AIR CALYPSO SERVICES, INC.,
a Florida corporation a Florida corporation
By:_________________________________ By:_________________________________
Russell Ivy, Vice President
Name:_______________________________
Title:________________________________
SCHEDULE I
LIST OF ASSETS
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