Longview Aviation Asset Management, at

Viking Air Limited, at

BRIDGER AIR TANKER, LLC, at

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ARTICLE 1 – INTERPRETATION

ARTICLE 2 – PURCHASE & SALE OF AIRCRAFT, SPARES AND SERVICES

2.1 

Purchased Aircraft, Spares and Services

2.2

Licence to Use Manuals and Technical Publications

ARTICLE 3 – PURCHASE PRICE & PAYMENT TERMS

3.1

Purchase Price

3.2

Payment of Purchase Price

3.3

Taxes

ARTICLE 4 – INSPECTIONS, ACCEPTANCE AND DELIVERY OF AIRCRAFT

4.1

Conversion of Purchased Aircraft

4.2

Readiness Date

4.3

Inspection of Purchased Aircraft

4.4

Work Change Requests

4.5

LAAM’s Right to Make Changes

4.6

Excusable Delays

4.7

Delay due to Loss of or Structural Damage to Purchased Aircraft

4.8

Closing, Transfer of Title and Risk

4.9

Delivery of Manuals and Technical Publications

4.10

Restrictions

ARTICLE 5 – WARRANTIES

5.1

Limited Warranties for Purchased Aircraft

5.2

Limited Warranties for Spares and Equipment

ARTICLE 6 – REPRESENTATIONS AND WARRANTIES

6.1

By Purchaser

6.2

By LAAM

6.3

By Viking

ARTICLE 7 – TERMINATION

7.1

Termination by LAAM

7.2

Termination by Purchaser

7.3

Effect of Termination

ARTICLE 8 – INDEMNIFICATION

8.1

Indemnification of LAAM by Purchaser

8.2

Patent Infringement Indemnity by LAAM

8.3

General Duty to Mitigate

8.4

No Indirect Damages

ARTICLE 9 – MISCELLANEOUS

9.1

Confidentiality

9.2

Promotional and Marketing Rights

9.3

Notices

9.4

Assignment

9.5

Counterparts

[***]

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Defined Terms

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Sections and Headings

Number and Gender

Meaning of “Includes”

Currency

Governing Law, Submission to Jurisdiction and Service of Process

This Agreement, in all respects, including all matters of construction, validity and performance hereof, shall be construed, interpreted and enforced in accordance with, and the respective rights and obligations of the Parties shall be governed by, the laws of the Province of Alberta and the federal laws of Canada applicable therein.

Each Party to this Agreement hereby: (i) consents and agrees that the courts of the Province of British Columbia shall have exclusive jurisdiction to hear and determine any claims or disputes between the Parties hereto pertaining to this Agreement, ii) expressly submits and consents in advance to the jurisdiction of such courts in any action or suit commenced in any such court, (iii) waives any objection that such Party may have based upon lack of personal jurisdiction, improper venue or forum non conveniens and (iv) consents to the granting of such legal or equitable relief as is deemed appropriate by such courts.

If, for the purpose of obtaining or enforcing a judgment against Purchaser, it becomes necessary to convert into any other currency an amount due hereunder, the conversion shall be made at the rate of exchange prevailing as of the Business Day immediately preceding the date of actual payment of said judgment amount by Purchaser.

Business Days

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Time of Essence

Entire Agreement

Amendment and Waivers

Severability

Successors and Assigns

Purchased Aircraft, Spares and Services

The Purchased Aircraft;

Spares and Equipment (if applicable);

Ferry Services (if applicable);

Training Services (if applicable); and

[***]

Licence to Use Manuals and Technical Publications

Purchase Price

Payment of Purchase Price

Except as otherwise provided herein, any interest that accrues with respect to any Deposit or Installment Payment will be for LAAM’s benefit and will not be applied toward the satisfaction of any portion of the Purchase Price.

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Each Installment Payment that is required to be made to LAAM by Purchaser shall be made by wire transfer to LAAM’s designated account, in accordance with Section 4 of Schedule E.

Taxes

Purchaser acknowledges and agrees that the Purchase Price does not include Taxes that are or may be imposed upon LAAM, Purchaser, the Purchased Aircraft (and/or, where applicable, the Spares and Equipment, Ferry Services and/or Training Services), whether or not LAAM is required to collect such Taxes from Purchaser in accordance with Applicable Law, by any taxing authority or jurisdiction as a result of the execution of this Agreement and the consummation of the transactions herein planned and agreed to concerning: the sale, delivery, storage, use or other disposition of the Purchased Aircraft (and, where applicable, the Spares and Equipment), the provision of any related services (including, where applicable Ferry Services and/or Training Services), and the provision of any other matter, good or service provided under or in connection with this Agreement.

Purchaser agrees to pay any and all such Taxes (or, at its sole expense, to defend against the imposition thereof) which it is or may be required to pay in accordance with Applicable Law. For the avoidance of doubt, Purchaser shall not be responsible for paying Excluded Taxes that are or become owed by LAAM.

LAAM shall notify Purchaser of any Tax that any Governmental Authority seeks to collect from LAAM, and Purchaser shall pay such Taxes as and when they become due or assume the defence thereof at its sole expense. If Purchaser fails to perform its obligations under this Section 3.3, then LAAM may, at its sole discretion, but under no circumstances shall LAAM be obligated to, incur expenses to defend the assertion of Tax and/or pay the asserted Tax, and Purchaser shall thereafter reimburse LAAM therefor and for all expenses of LAAM related thereto.

LAAM represents to Purchaser that, according to current Canadian tax laws, there is no Canadian sales tax that Purchaser would become obligated to pay pursuant to this Section 3.3, provided that:

Purchaser is a non-resident of Canada, is not registered for sales tax in Canada, does not have a permanent place of business (or a permanent establishment) in Canada and is not otherwise obligated by any reason relating to Purchaser’s affairs or business to pay taxes in Canada,

the Purchased Aircraft (and/or, where applicable, the Spares and Equipment), are exported from Canada as soon as reasonably practicable following the relevant Closing Date,

the Purchased Aircraft (and/or, where applicable, the Spares and Equipment), are not acquired by Purchaser for consumption, use or supply in Canada (including use in transporting any passenger or equipment from Canada) before exportation,

Purchaser does not divert the Purchased Aircraft (and/or, where applicable, the Spares and Equipment), for use, consumption or supply in Canada, as the case may be, before exportation,

the Purchased Aircraft (and/or, where applicable, the Spares and Equipment), are not further processed, transformed or altered in Canada after the relevant Closing Date and prior to exportation from Canada (other than as is reasonably necessary or incidental to promptly transport from Canada), and

Purchaser provides LAAM with evidence satisfactory to Canadian taxation authorities of the exportation of the applicable Purchased Aircraft (and, should Purchaser order Spares and Equipment from LAAM and in the absence a written arrangement under which LAAM is made responsible for the shipment of said Spares, of the exportation of such Spares) from Canada, including, with respect to Purchased Aircraft, copies of registration and licensing documents that had been obtained from the Designated Regulator or the regulatory authority in the jurisdiction to which the Aircraft was exported, and for the avoidance of doubt, no such proof shall be required where LAAM performs Ferry Services (including cases where the Parties arrange to deliver Spares on the Purchased Aircraft),

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Conversion of Purchased Aircraft

Subject to Section 4.5, LAAM shall cause the Selected Conversion Entity to convert existing CL-215 or CL-215T aircraft carrying serial numbers [●], [●],[●], [●] and [●] into Purchased Aircraft in accordance with the relevant Specifications, as supplemented by the Purchaser Selected Optional Features for said Aircraft and as modified by any Work Change Order which has been executed and delivered by Purchaser and LAAM in accordance with Section 4.4. With respect to each Assigned Aircraft, LAAM shall have the right to re-assign another CL-215 or CL-215T aircraft carrying a different serial number on the discovery of defect on the Purchased Aircraft which, in the opinion of LAAM, will adversely impact the project timeline and/or Target Readiness Date of the relevant Purchased Aircraft.

During the conversion process, the parties will schedule and conduct monthly telephone conferences to review the progress of the conversion of each Purchased Aircraft. Purchaser shall have the right, but not the obligation, to assign a technical specialist to be on location at the Selected Conversion Entity to observe the conversion of the Purchased Aircraft. In the absence of a specially assigned technical representative, Purchaser shall have the right to visit the Selected Conversion Entity upon 48-hours’ prior written notice for the purpose of reviewing the status of the conversion of each Aircraft. LAAM’s contract with the Selected Conversion Entity shall provide for these rights of Purchaser.

Readiness Date

The Target Readiness Date for each Purchased Aircraft is specified in Schedule F.

LAAM shall provide to Purchaser at least twenty (20) Business Days advance notice of the Readiness Date for each Purchased Aircraft; pursuant to the following, the Readiness Date:

shall not be a date that is earlier than [***] prior to the applicable Target Readiness Date; and

subject to any extension of time contemplated by Section 4.4 and/or Section 4.5, shall not be any later than [***] after the applicable Target Readiness Date.

LAAM shall provide to Purchaser the Certificate of Airworthiness and (where applicable) the Export Airworthiness Certificate for the applicable Purchased Aircraft on or before the relevant Acceptance Date. Other than the Certificate of Airworthiness and the Export Airworthiness Certificate, LAAM shall not be obligated to obtain any other certificates or approvals as part of its obligations under this Agreement. Accordingly, the requirement to obtain any import licence or other authority to import the Purchased Aircraft into any country other than Canada or operate the Purchased Aircraft in any country outside of Canada shall be the sole responsibility of Purchaser.

Inspection of Purchased Aircraft

Commencing on the Readiness Date of each Purchased Aircraft, LAAM shall cause access to be granted to Viking’s facility in Calgary, Alberta (and/or, at Viking’s sole discretion, at the facility of Viking’s designated aircraft service provider), for up to three (3) consecutive Business Days (the “Acceptance Period”) and to a maximum of two (2) authorized representatives of Purchaser, in order to:

permit such representatives to inspect said Aircraft for the purpose of confirming that the Aircraft had been manufactured in accordance with the relevant Specifications, as supplemented by the Purchaser Selected Optional Features, and

to the extent permitted by Applicable Law and at Purchaser’s request, to participate in an acceptance flight, and accordingly, one (1) or more of such representatives shall be authorized and duly empowered by Purchaser to sign the Certificate of Acceptance on behalf of Purchaser. Purchaser shall notify LAAM in writing of the name of each such authorized representative prior to their arrival at Viking’s (or Viking’s designated aircraft service providers’) facility. Owing to limits in passenger liability insurance coverage, parties that are non-essential to Purchaser’s acceptance of the Purchased Aircraft shall be excluded from participating in the acceptance flight (at Viking’s sole, reasonable discretion). Purchaser shall, during the course of the Acceptance Period, including the inspection process, be provided with opportunities to photograph the Aircraft; however, photography of any other Aircraft located at Viking’s (and/or Viking’s designated aircraft service providers’ facility), shall be subject to Viking’s sole discretion.

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The acceptance flight referred to in Section 4.3(a) will be demonstrated by or on behalf of LAAM in accordance with LAAM’s quality assurance procedures. All fuel costs, pilot expenses and insurance costs associated with the acceptance flight shall be LAAM’s responsibility.

If and where necessary, any and all costs pertaining to the use of a translator during the acceptance flight or in support of any other Acceptance Period-related activity shall be borne solely by Purchaser.

Subject to Section 4.3(e), prior to or at the end of the relevant Acceptance Period, Purchaser shall execute and deliver to LAAM, or cause to be executed and delivered for and on behalf of Purchaser, the Certificate of Acceptance for the applicable Purchased Aircraft. Should Purchaser fail to execute the same by the end of this Acceptance Period, the corresponding Acceptance Date will be deemed to have occurred on the last day of said Acceptance Period. Interest accrued will be invoiced to Purchaser on a monthly basis, up to an [***] on the unpaid balance of the Purchase Price of the applicable Aircraft and will be calculated daily from the relevant Acceptance Date until the date on which all payments owing hereunder are satisfied; payment thereof shall be made by Purchaser in accordance with the instructions contained therein. In addition, Purchaser shall be responsible for, and hereby agrees to pay to LAAM, all storage and maintenance fees as well as related expenses which may be charged by LAAM or otherwise incurred by LAAM with respect to the applicable Purchased Aircraft as a result of the failure of Purchaser to execute and deliver a Certificate of Acceptance in accordance with this Section 4.3. LAAM shall invoice Purchaser for such amounts at LAAM’s then-current rates and in accordance with its standard practices for collecting accounts receivable.

Purchaser shall have the right to decline to accept a Purchased Aircraft if Purchaser reasonably concludes that any Deficiency exists or that the Purchased Aircraft is not in an airworthy condition, provided that Purchaser delivers to LAAM a Deficiency Notice prior to the end of the relevant Acceptance Period. LAAM shall promptly take the actions, if any apply, that are reasonably required to address the Deficiencies as set out in the Deficiency Notice, including further ground testing or a repeat acceptance flight if required to show that the Deficiencies have been adequately addressed, [***]. LAAM shall provide to Purchaser a written summary of the actions that it has taken in response to the Deficiency Notice or an explanation as to why no such action is necessary and shall provide written notice to Purchaser of the number of days, if any, that the applicable Acceptance Period shall be extended as a result of the matters raised in the Deficiency Notice.

If, after LAAM has complied with its obligations in Section 4.3(e) relating to any Deficiencies identified by Purchaser in a Deficiency Notice, Purchaser fails to execute and deliver the Certificate of Acceptance at the end of the Acceptance Period, where such failure is not the result of a breach of this Agreement by LAAM, then the Acceptance date shall be deemed to have occurred, whereby the balance of the Purchase Price for the Purchased Aircraft shall become due, in accordance with Section 4.3(d).

Work Change Requests

If Purchaser wishes to make changes to the Specifications or Purchaser Selected Optional Features (including changes required by a Governmental Authority other than the Designated Regulator) to the applicable Purchased Aircraft, Purchaser shall submit to LAAM, for LAAM’s consideration, a written request for such change (a “Work Change Request”) [***] prior to the first day of the first month of each Target Readiness Date.

Notwithstanding anything to the contrary contained within Section 4.4(a), LAAM may, but shall not be required to, consider any Work Change Request that is inside of [***] referenced therein.

Within fifteen (15) Business Days from and after the date on which LAAM receives a Work Change Request from Purchaser, LAAM shall advise Purchaser in writing, in respect of each affected Purchased Aircraft:

as to whether or not all or any part of the Work Change Request may be accommodated,

if and where applicable, whether such configuration changes may only be accommodated outside of the standard production work flow, and

of any change to the Purchase Price and/or Target Readiness Date.

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Notwithstanding anything to the contrary contained within this Section 4.4, LAAM may, from time to time, advise Purchaser of new options and other proposed changes to the Specifications, including Purchaser Selected Optional Features, and if Purchaser wishes to accept the same, such order shall be initiated by Purchaser via a Work Change Request.

In cases where the Designated Regulator is a regulatory agency other than Transport Canada Civil Aviation (TCCA), should the Designated Regulator raise airworthiness-related requirements in connection with the Aircraft’s certification and/or operation that are additional to and/or differ from those which pertain to the Canadian Type Certificate, whereby changes to the Specifications and/or Purchaser Selected Optional Features shall be required to meet said requirements, LAAM may submit to Purchaser a quote for any additional costs that will apply, for Purchaser’s consideration and timely written approval, which approval shall be communicated by Purchaser to LAAM via a Work Change Request.

For the avoidance of doubt, LAAM shall not be required to give effect to or make any of the changes specified within any given Work Change Request in the absence of a Work Change Order pertaining to the same.

LAAM’s Right to Make Changes

Prior to the Readiness Date of each Purchased Aircraft, LAAM shall have the right (but not the obligation), without the prior written consent of Purchaser, to make changes to the Aircraft, including to the Specifications and the Purchaser Selected Optional Features, and to substitute substantially equivalent equipment, accessories or materials therein, if LAAM determines in its sole discretion that such changes or substitutions are necessary or desirable, including for the purpose of preventing delays in the manufacture or delivery of said Purchased Aircraft or improving the performance, ability to produce, stability, control, utility, safety, pilot workload, maintenance or appearance of such Aircraft; provided, however, that these changes or substitutions shall not adversely affect the Target Readiness Date or the Readiness Date for the applicable Purchased Aircraft in any material respect or the performance of, or required maintenance for, said Aircraft. All costs of any such changes shall be LAAM’s responsibility. In the event that LAAM exercises its right under this Section 4.5(a), LAAM shall notify Purchaser in writing of any material changes to the Purchased Aircraft, including to the Specifications and the Purchaser Selected Optional Features.

LAAM shall make any changes (including substitutions of equipment, accessories or materials) to the Purchased Aircraft, including to the Specifications and the Purchaser Selected Optional Features, which it determines in its sole discretion are required by Applicable Law or as a result of the interpretation thereof by a Governmental Authority with jurisdiction (each a “Regulatory Change”). [***]. If, in LAAM’s sole discretion, the requirement to make such Regulatory Change or series of Regulatory Changes will materially and/or adversely affect LAAM’s ability to commence the Acceptance Period for the Purchased Aircraft by the relevant Target Readiness Date(s), or where applicable, the relevant Readiness Date(s), then LAAM shall promptly provide to Purchaser notice thereof. Within thirty (30) calendar days of the delivery of such notice, LAAM and Purchaser shall address the issues resulting from the requirement to meet such Regulatory Change (including changes to the applicable Purchased Aircraft and its Specifications, Purchaser Selected Optional Features, Target Readiness Date or Readiness Date, as applicable).

Excusable Delays

LAAM shall not be liable for, or be found in default of its obligations under this Agreement for, any delays in the delivery of the Purchased Aircraft and/or the Spares and Equipment, or in the performance of any other obligation to be performed by LAAM under this Agreement, resulting from any of the following events or occurrences (each, an “Excusable Delay”):

a Force Majeure Event;

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any delay resulting from any failure of Purchaser to perform any obligation required to be performed by it under this Agreement or that arises as a result of, or is contributed to by, any action or omission of Purchaser or anyone acting on Purchaser’s behalf;

any delay in obtaining any export, re-export or import license, permit, or similar approval from a Governmental Authority caused by the Governmental Authority; or

any other delay resulting from any other cause to the extent it is beyond the commercially reasonable control of LAAM and it is not the result of the fault or negligence of LAAM; provided that the parties acknowledge and agree that a change in aircraft market conditions or in monetary exchange rates shall not be shall be considered to be a “cause” for claiming Excusable Delay under this Section 4.6(a)(iv).

As soon as reasonably practicable, but in any case no more than twenty (20) Business Days after the occurrence of an Excusable Delay, LAAM shall provide written notice thereof to Purchaser, including a description of the details of the factors giving rise to the Excusable Delay and an estimate (determined by LAAM, acting reasonably) of the expected effect thereof upon the timing of the performance by LAAM of its obligations under this Agreement.

The Target Readiness Date or the Readiness Date for the Purchased Aircraft that has been affected by an Excusable Delay shall be postponed for the same number of days as is required for the Excusable Delay (and/or where applicable, its cause) to be remedied, as reasonably determined by LAAM in its sole discretion. LAAM shall provide to Purchaser written notice of the new Target Readiness Date or the Readiness Date for said Aircraft promptly following LAAM’s determination thereof in accordance with this Section 4.6(c).

Delay due to Loss of or Structural Damage to Purchased Aircraft

Closing, Transfer of Title and Risk

On each Closing Date, upon LAAM having first confirmed its receipt of all payments required to be made by Purchaser hereunder with respect to the Purchase Price per Article 3 and Schedule E, LAAM shall deliver to Purchaser at Viking’s facility in Calgary, Alberta:

a signed bill of sale substantially in the form of Schedule J transferring ownership of the applicable Purchased Aircraft to Purchaser, free and clear of all encumbrances created by or through LAAM;

the applicable Purchased Aircraft, by providing Purchaser with access to possession thereof;

a Certificate of Airworthiness for said Purchased Aircraft; and

access to the Manuals and Technical Publications pertaining to the applicable Purchased Aircraft, and subject to any extension of time contemplated by Section 4.4(e), LAAM shall additionally deliver an Export Airworthiness Certificate for the applicable Purchased Aircraft on or before the Closing Date.

Risk of loss in the Purchased Aircraft shall pass from LAAM to Purchaser on each Closing Date, notwithstanding that the applicable Purchased Aircraft, or any part thereof, may thereafter remain in LAAM’s possession by mutual agreement between Purchaser and LAAM.

For the avoidance of doubt, risk of loss of the Spares and Equipment shall pass from LAAM to Purchaser in accordance with the terms provided within Schedule K (where applicable).

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Purchaser hereby acknowledges that LAAM will not arrange for or provide, on Purchaser’s behalf (unless otherwise stated under the Parties’ agreement for Ferry Services, if applicable), insurance of any type with respect to the Purchased Aircraft or the use or operation thereof from and after the Closing Date Purchaser shall be solely responsible for and shall obtain, at its own cost and expense, any insurance with respect to the Purchased Aircraft as it may require, or as may be required under Applicable Law, from and after such date.

If, at any time after the relevant Closing Date, the applicable Purchased Aircraft or any part thereof (including, where applicable, any Spares and Equipment to be contained within) remains in or is returned to LAAM’s or Viking’s care, custody or control for any purpose, Purchaser shall: (i) agree to such terms and conditions relating thereto as LAAM or Viking may require (for certainty, including, without limitation, the payment of any storage and other fees/expenses as LAAM or Viking may specify), and (ii) retain the risk of loss thereof. Alternatively, the return of any Spares which are not to be delivered with a Purchased Aircraft at or after Closing shall be governed in accordance with Schedule K. Without limiting the generality of the foregoing, Purchaser hereby agrees to waive, and does waive, on behalf of itself and its insurance carriers, any claim, by way of subrogation or otherwise, against LAAM or Viking or damages to or loss of the Purchased Aircraft, or any part thereof (again, including any applicable Spares contained therein), by reason of such care, custody or control following the Closing Date.

Delivery of Manuals and Technical Publications

Restrictions

Purchaser shall not, by virtue of this Agreement or the purchase of any of the Purchased Aircraft (or, if applicable, the Spares and Equipment), be entitled to manufacture, assemble, copy, reverse engineer, reproduce or imitate a Purchased Aircraft, or any of its components or the designs thereof, or the Spares and Equipment.

Neither the sale of the Purchased Aircraft and/or the Spares and Equipment pursuant to this Agreement nor the grant of the licence to use the Manuals and Services Bulletins under Section 2.2 does or will be deemed to include the transfer of any ownership of, or the grant to Purchaser of any other right with respect to, any registered or unregistered designs, copyrights, patents, trademarks or other industrial or intangible property rights of a similar nature that are used by Viking or its Affiliates in the creation or development of, or that are embodied, incorporated, embedded or otherwise included or illustrated in, such Purchased Aircraft, Spares and Equipment or Manuals and Technical Publications, as applicable.

Limited Warranties for Purchased Aircraft

Limited Warranties for Spares and Equipment

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By Purchaser

Organization. Purchaser is validly existing under the laws of its country and/or state of incorporation and has the corporate power to enter into this Agreement and to perform its obligations hereunder;

Authorization. This Agreement has been duly authorized, executed and delivered by Purchaser and is a legal, valid and binding obligation of Purchaser, enforceable against Purchaser by LAAM in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may only be granted at the discretion of a court of competent jurisdiction;

No Violation. The execution and delivery of this Agreement by Purchaser and the consummation of the transactions herein provided for will not result in the violation of, or constitute a default under, or conflict with or cause the acceleration of any obligation of Purchaser under: (i) any material contract (whether written or oral) to which Purchaser is a party or by which it is bound; (ii) any provision of the constating/establishing documents, i.e. articles of incorporation, or by-laws or resolutions of the board of directors (or any committee thereof) or shareholders of Purchaser; (iii) any judgment, decree, order or award of any Governmental Authority having jurisdiction over Purchaser; or (iv) any Applicable Law;

Consents and Approvals. There is no requirement for Purchaser to make any filing with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to the lawful consummation of the transactions contemplated by this Agreement;

Availability of Funds. Purchaser has or has access to sufficient funds to enable it to consummate the transactions contemplated in this Agreement; and

Prohibited Transactions. Purchaser will not sell, transship or otherwise transfer its rights in the Purchased Aircraft, Purchaser Selected Optional Features and/or Spares and Equipment in contravention of Schedule H; for the avoidance of doubt, LAAM’s obligations under this Agreement are made conditional to Purchaser’s credible execution of and adherence to the terms contained within said End Use and End User Certification.

By LAAM

Organization. LAAM is validly existing under the laws of the Province of British Columbia and has the corporate power to enter into this Agreement and to perform its obligations hereunder;

Authorization. This Agreement has been duly authorized, executed and delivered by LAAM and is a legal, valid and binding obligation of LAAM, enforceable against LAAM by Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may only be granted at the discretion of a court of competent jurisdiction;

No Violation. The execution and delivery of this Agreement by LAAM and the consummation of the transactions herein provided for will not result in the violation of, or constitute a default under, or conflict with or cause the acceleration of any obligation of LAAM under: (i) any material contract (whether written or oral) to which LAAM is a party or by which it is bound; (ii) any provision of the constating/establishing documents or by-laws or resolutions of the board of directors (or any committee thereof) or shareholders of LAAM; (iii) any judgment, decree, order or award of any Governmental Authority having jurisdiction over LAAM; or (iv) any Applicable Law; and

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Consents and Approvals. Except with respect to the Certificate of Airworthiness and the Export Airworthiness Certificate (where applicable), there is no requirement for LAAM to make any filing with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to the lawful consummation of the transactions contemplated by this Agreement, other than those which have been or will be made, given or obtained by LAAM.

By Viking

Organization. Viking is validly existing under the laws of the Province of British Columbia and has the corporate power to enter into this Agreement and to perform its obligations hereunder;

Authorization. This Agreement has been duly authorized, executed and delivered by Viking and is a legal, valid and binding obligation of Viking, enforceable against Viking by Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may only be granted at the discretion of a court of competent jurisdiction;

No Violation. The execution and delivery of this Agreement by Viking and the consummation of the transactions herein provided for will not result in the violation of, or constitute a default under, or conflict with or cause the acceleration of any obligation of Viking under: (i) any material contract (whether written or oral) to which Viking is a party or by which it is bound; (ii) any provision of the constating/establishing documents or by-laws or resolutions of the board of directors (or any committee thereof) or shareholders of Viking; (iii) any judgment, decree, order or award of any Governmental Authority having jurisdiction over Viking; or (iv) any Applicable Law; and

Consents and Approvals. Except with respect to the Certificate of Airworthiness and the Export Airworthiness Certificate (where applicable), there is no requirement for Viking to make any filing with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to the lawful consummation of the transactions contemplated by this Agreement, other than those which have been or will be made, given or obtained by Viking.

Acknowledge of Certain Warranties. Viking hereby acknowledges and represents that it has made certain warranties in Schedule B with respect to the conformity of the Purchased Aircraft with the Specifications, as supplemented by the Purchaser Selected Optional Features for the applicable Purchased Aircraft, and Viking hereby confirms, ratifies and authorizes such warranties, and acknowledges and confirms that it may be selected by Purchaser to serve as the Selected Conversion Entity.

Termination by LAAM

Purchaser fails to perform or observe any covenant or Agreement or to make any payment required to be performed, observed or made under, in or pursuant to this Agreement and such failure remains uncured for ten (10) Business Days after Purchaser receives notice of such failure from LAAM;

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Purchaser admits its insolvency or makes a general assignment for the benefit of creditors or any proceeding is instituted by Purchaser seeking relief or giving notice of its intention to seek relief on its behalf as debtor, or to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding-up, reorganization, arrangement, adjustment, or composition of it or its debts under any Applicable Law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking appointment of a receiver, receiver and manager, trustee, custodian or other similar official for it or any substantial part of its property and assets or Purchaser takes any corporate (or equivalent) action to authorize any of the foregoing;

any proceeding is initiated against Purchaser seeking to have an order for relief entered against it as a debtor or to adjudicate it a bankrupt or insolvent or seeking liquidation, winding-up, reorganization, arrangement, adjustment or composition of it or its debts under any Applicable Law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking appointment of a receiver, receiver and manager, trustee, custodian or similar official for it or any substantial part of its property and assets and such proceedings are not or are no longer being contested in good faith by appropriate proceedings but in no event longer than ten (10) Business Days from the institution of such first-mentioned proceedings;

if the Parties are not able to agree on an arrangement to address the issues resulting from the requirement to make a Regulatory Change in accordance with Section 4.5(b);

an Excusable Delay renders the performance of this Agreement by LAAM commercially impracticable; or

if LAAM or an Affiliate of LAAM has the right to terminate, and does terminate, any other Agreement between LAAM or such Affiliate and Purchaser or any Affiliate of Purchaser, relating to the purchase of an Aircraft from LAAM or an Affiliate of LAAM (or any other Aircraft that is manufactured by LAAM from time to time), in accordance with the terms thereof.

Termination by Purchaser

except as a result of an Excusable Delay, LAAM fails to perform or observe any covenant or Agreement contained in this Agreement and such failure, if curable, remains uncured for [***] after Purchaser has provided the written notice, unless LAAM has commenced remedying such failure within such [***] period and thereafter proceeds to completion within another [***] thereafter;

the applicable Purchased Aircraft is destroyed or structurally damaged, prior to Closing;

LAAM admits its insolvency or makes a general assignment for the benefit of creditors or any proceeding is instituted by LAAM seeking relief or giving notice of its intention to seek relief on its behalf as debtor, or to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding-up, reorganization, arrangement, adjustment, or composition of it or its debts under any Applicable Law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking appointment of a receiver, receiver and manager, trustee, custodian or other similar official for it or any substantial part of its property and assets or LAAM takes any corporate (or equivalent) action to authorize any of the foregoing;

any proceeding is initiated against LAAM seeking to have an order for relief entered against it as a debtor or to adjudicate it as bankrupt or insolvent or seeking liquidation, winding-up, reorganization, arrangement, adjustment or composition of it or its debts under any Applicable Law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking appointment of a receiver, receiver and manager, trustee, custodian or similar official for it or any substantial part of its property and assets and such proceedings are not or are no longer being contested in good faith by appropriate proceedings but in no event longer than ten (10) Business Days from the institution of such first-mentioned proceedings;

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if the Parties are not reasonably able to agree on an arrangement to address the issues resulting from the requirement to make a Regulatory Change in accordance with Section 4.5(b);

an Excusable Delay, other than an Excusable Delay resulting from any of the events or occurrences described in Section 4.6(a)(ii), (i) results in the postponement of the Target Readiness Date by more than [***], or (ii) if LAAM has delivered notice of the Readiness Date to Purchaser pursuant to Section 4.2(b), results in the postponement of the Readiness Date by more than [***], or (iii) renders the performance of this Agreement by LAAM impossible; or

postponement of the Target Readiness Date, including delays as a result of Excusable Delays or otherwise, by more than [***].

Effect of Termination

If LAAM terminates this Agreement (in whole or in part) in accordance with Section 7.1(a), 7.1(b), 7.1(c) or 7.l(f), then LAAM shall have the right, at its sole option, to retain any Received Payments, and to apply such amounts as part payment of damages resulting from such default of Purchaser as its sole and exclusive remedy. If LAAM terminates this Agreement in accordance with Section 7.l(d), 7.l(e) or 7.l(g), then LAAM shall promptly thereafter return to Purchaser any Received Payments, in each case without interest.

If Purchaser terminates this Agreement (in whole or in part) in accordance with Section 7.2, then LAAM shall promptly thereafter return to Purchaser any Received Payments, in each case without interest, unless Purchaser terminates this Agreement pursuant to Section 7.2(a), 7.2(c), 7.2(d) or as a result of delays caused by a Third Party Purchaser Assignment, in which case such amounts shall be deemed to have accrued interest for Purchaser’s benefit, calculated monthly, at the prime rate quoted by the Bank of Canada as of the date of such termination (from and after the date on which such amounts were paid to LAAM), and upon receipt thereof, Purchaser shall have no other rights or remedies under or relating to this Agreement with respect to the affected Purchased Aircraft, or any claim for damages, whether direct, indirect, incidental, consequential or punitive, against LAAM, whether by contract, at law or in equity.

Notwithstanding the foregoing, in the event that LAAM sells the Purchased Aircraft to a Person other than Purchaser for a reason other than a breach of the terms and conditions of this Agreement by Purchaser, then this Agreement shall be deemed terminated in accordance with Section 7.2(a) above. However, in this event LAAM shall return to Purchaser any Received Payments together with [***] from and after the date on which such amounts were paid to LAAM, and upon receipt thereof, Purchaser shall have no other rights or remedies under or relating to this Agreement with respect to the affected Purchased Aircraft, or any claim for damages, whether direct, indirect, incidental, consequential or punitive, against LAAM, whether by contract, at law or in equity.

Indemnification of LAAM by Purchaser

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arising from, relating to or otherwise with respect to any breach of any representation, warranty or covenant of Purchaser contained in this Agreement, including for any fees and expenses incurred by LAAM or that become owing to LAAM under Section 4.3(d);

arising out of, directly or indirectly, or in any way connected with, the inspection and acceptance flight(s) of the Purchased Aircraft contemplated in Section 4.3(a) by Purchaser and its authorized representatives, whether on the ground or in flight, except to the extent attributable to the gross negligence or willful misconduct of LAAM or Viking; and

except for the warranty obligations expressly undertaken by LAAM or Viking via Schedules B and C and the indemnity obligations contained within Section 8.2, arising out of, directly or indirectly, or in any way connected with, the purchase, use or operation of any of the Purchased Aircraft by or on behalf of Purchaser, or any components thereof (or, if applicable, the Spares and Equipment), or any other acts or omissions by any Purchaser Indemnifying Party, including in the circumstances described in Section 5 of Schedule B and Section 3 of Schedule C;

Patent Infringement Indemnity by LAAM

In the case of any actual or alleged infringement of any valid patent issued under the laws of Canada or the United States which exists as of the Closing Date or, subject to the conditions and exceptions set forth in Section 8.2(c), any patent issued as of the Closing Date under the laws of any other country in which Purchaser from time to time may lawfully operate the Purchased Aircraft (“Other Patents”), or by any system, accessory, equipment or part installed in the Purchased Aircraft at Closing, subject to Section 8.4, LAAM shall indemnify, protect and hold harmless Purchaser from and against all claims, demands, proceedings, actions, causes of action, judgments, damages, losses, liabilities, deficiencies, costs and expenses directly resulting from such actual or alleged infringement. The foregoing indemnity does not apply to: (i) any Purchaser-furnished equipment; or (ii) any system, accessory, equipment or part manufactured by a third party to Viking’s detailed design but without Viking’s authorization.

In addition, in the event that Purchaser is prevented from using the Purchased Aircraft (whether by a valid judgment or a court of competent jurisdiction or by a settlement) in connection with such an actual or alleged patent infringement contemplated in Section 8.2(a), LAAM shall, at its expense and discretion, either:

procure for Purchaser the right to use the Purchased Aircraft or its infringing part free of charge; or

replace the infringing part of the Purchased Aircraft as soon as possible with a non-infringing substitute part complying in all other respects with the requirements of this Agreement.

LAAM’s obligation under this Section 8.2 shall extend to Other Patents only if from the time of design of the Purchased Aircraft, system, accessory, equipment or part, until the alleged infringement claims are resolved:

such other country and the country in which the Purchased Aircraft is permanently registered have ratified and adhered to and are at the time of the actual or alleged infringement contracting parties to the Chicago Convention on International Civil Aviation of December 7, 1944 and are fully entitled to all benefits of Article 27 thereof; and

such other country and the country of registration shall each have been a party to the International Convention for the Protection of Industrial Property (Paris Convention) or have enacted patent laws which recognize and give adequate protection to inventions made by the nationals of other countries which have ratified, adhered to and are contracting parties to both of the forgoing conventions.

If Purchaser (not LAAM) has knowledge of and/or involvement in any claim: (i) Purchaser shall keep LAAM fully informed and consult with LAAM about material elements of the conduct of the claim; (ii) Purchaser shall not pay, compromise or settle such claim without the prior written consent of LAAM (such consent not to be unreasonably withheld or delayed); (iii) Purchaser shall not admit liability or fault to any third party without the prior written consent of LAAM (such consent not to be unreasonably withheld or delayed); and (iv) Purchaser shall use commercially reasonable efforts to have LAAM named as a beneficiary under any release given by the persons bringing the claim to which this Section 8.2 applies.

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Purchaser’s remedies and LAAM’s obligations and liabilities under this Section 8.2 are conditional upon: (i) Purchaser giving LAAM written notice within ten (10) calendar days after Purchaser receives notice of a suit or action against Purchaser alleging infringement or within twenty (20) calendar days after Purchaser receives any other written claim or allegation of infringement; (ii) Purchaser using reasonable efforts to cooperate with LAAM to reduce or mitigate any such expenses, damages, costs or royalties involved; and (iii) Purchaser furnishing promptly to LAAM all data, papers and records in its possession or control which would reasonably be considered to be necessary or useful to resist and defend against such claim or suit or as LAAM may reasonably request from time to time. LAAM may at its option conduct negotiations with any party claiming infringement and may intervene in any suit or action. Whether or not LAAM intervenes, LAAM shall be entitled at any stage of the proceedings to assume or control the defense.

The obligations and liabilities of LAAM and remedies of Purchaser set out in this Section 8.2 are exclusive and accepted by Purchaser to be in lieu of and in substitution for, and Purchaser hereby waives, releases and renounces, all other indemnities, obligations and liabilities of LAAM and of LAAM’s Affiliates and all other rights, remedies and claims, including claims for damages, whether direct, indirect, incidental, consequential, or punitive, of Purchaser against LAAM and its Affiliates, express or implied, arising by law or otherwise, with respect to any actual or alleged patent infringement by the applicable Purchased Aircraft or any system, accessory, equipment or part installed in such Purchased Aircraft.

General Duty to Mitigate

No Indirect Damages

Confidentiality

Promotional and Marketing Rights

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Notices

Any notice or other communication required or permitted to be given to any Party hereunder shall be in writing and shall be delivered in person, sent by internationally-recognized overnight courier (such as Federal Express, United Parcel Service, DHL), or sent by registered mail, charges prepaid, addressed as follows:

Any such notice or other communication shall be deemed to have been given and received on the day on which it was delivered or transmitted (or, if such day is not a Business Day, on the next following Business Day) or, if mailed, on the third (3^rd Business Day following the date of mailing; notwithstanding the foregoing, if at the time of mailing or within three (3) Business Days thereafter there is or occurs a labour dispute or other event which might reasonably be expected to disrupt the delivery of documents by mail, any notice or other communication hereunder shall be delivered or transmitted by means of recorded electronic communication as aforesaid.

Any Party may at any time change its address for service from time to time by giving notice to the other Parties in accordance with this Section 9.3.

Assignment

Counterparts

Third Party Beneficiary

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/s/ S. Marshman

/s/ Matthew P. Sheehy

/s/ R. Mauracher

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Definitions

Limited Warranties for the Purchased Aircraft

Subject to the conditions and limitations expressed in this standard limited Converted Aircraft Warranty Policy, Viking and the Selected Conversion Entity warrants, with respect to the Purchased Aircraft, that as of the applicable Closing Date:

the Purchased Aircraft will be free from defects inherent in the design of, or in materials, workmanship and manufacturing processes in relation to, parts that are manufactured by Viking, any Affiliate of Viking, or the Selected Conversion Entity; and

the Purchased Aircraft will be free from defects in material, workmanship, manufacturing process or installation of any Third Party Part, with the exception of the systems, accessories, equipment and parts that are separately warranted under the Avionics Warranty, the P&WC Engine Warranty, the Hamilton Standard Propeller Warranty and the limited warranty that applies to each Third Party STC Part.

Effective as of the applicable Closing Date, Viking hereby transfers and assigns to Purchaser Viking’s rights, if any, under the original warranty issued by Avionics Manufacturer, Hamilton Standard, Pratt & Whitney Canada Corp. (P&WC) and each Third Party STC Part holder, to the full extent permitted by the terms thereof without the requirement for Viking to obtain any third party consent or to provide notice to a third party, in each case subject to any conditions and/or limitations specified therein.

As applies to each Purchased Aircraft, the Limited Warranties and the limited warranties for Third Party Parts that are contained within this Converted Aircraft Warranty Policy, shall be effective for the following duration(s):

Airframe Warranty, which is provided independently of the Hamilton Standard Propeller Warranty, the Avionics Warranty, the P&WC Engine Warranty and the limited warranty that applies to each Third Party STC Part (that is listed under Schedule G, where applicable), shall commence on the applicable Closing Date and shall terminate on the earlier of: a) the date that is the [***] thereof and b) the date on which the Purchased Aircraft has accrued [***].

The Hamilton Standard Propeller Warranty shall commence on the applicable Purchased Aircraft’s Closing Date and shall terminate on the earlier of: (a) the date that is the [***] thereof and (b) the date on which the Purchased Aircraft has accrued [***], whereby any and all claims pertaining to the Hamilton Standard Propeller Warranty shall be made directly with Hamilton Standard by Purchaser and shall be subject to the standard limited policy terms of the Hamilton Standard Propeller Warranty. Notwithstanding the foregoing, the warranty for the propeller de-ice boot shall terminate on the earlier of: (a) the date that is [***] from the propeller shipment from Hamilton Standard and (b) the date on which the Purchased Aircraft has accrued [***].

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The Avionics Warranty shall commence on the applicable Closing Date and shall terminate on the [***] thereof; however, this warranty period may be impacted if said Purchased Aircraft enters a third party post-CofA modification cycle. Any and all claims pertaining to the Avionics Warranty shall be made directly with Avionics Manufacturer by Purchaser and shall be subject to the standard limited policy terms of the Avionics Warranty.

The P&WC Engine Warranty shall commence on the applicable Closing Date and shall terminate when said engines have accrued a total of [***], whereby any and all claims pertaining to the P&WC Engine Warranty shall be made directly with P&WC by Purchase and shall be subject to the standard limited policy terms of the P&WC Engine Warranty.

The duration of the limited warranty for each Third Party STC Part (as and where applicable) shall be communicated to Purchaser upon Purchaser’s written request.

For the avoidance of doubt, in the event of a failure of a part or component and where a valid warranty claim has been made under Section 2(a) and/or Section 4 of this Converted Aircraft Warranty Policy, said defective part shall solely be eligible for repair, replacement or correction (at the sole discretion of Viking and the Selected Conversion Entity), whereas any work, labor or service associated with the troubleshooting, removal, re-installation or adjustment of said defective part shall not qualify for reimbursement by Viking or the Selected Conversion Entity.

Purchaser Obligations and Warranty Claims

To be entitled to the benefits of the Limited Warranties, in addition to any other obligation of Purchaser specified within this Converted Aircraft Warranty Policy, Purchaser shall maintain complete records of the operations and maintenance of the applicable Purchased Aircraft and, upon making a claim under the Limited Warranties, Purchaser shall, at the request of Viking, make such records available to Viking for their inspection. In the event that Purchaser fails to comply with its obligations in this Section 3(a), Viking shall have the right, in its sole discretion, to deny Purchaser’s warranty claim hereunder.

The obligations of Viking and Selected Conversion Entity with respect to the Limited Warranties, as outlined within Section 2(a) of this Converted Aircraft Warranty Policy, are limited to the repair, replacement or correction, at Viking’s sole election, of the defective part or condition, in each case at Viking’s cost, and where a valid Limited Warranties claim has been recognized by Viking and Selected Conversion Entity, Viking and Selected Conversion Entity may additionally reimburse Purchaser for certain expenses in accordance with Section 3(c)(iv) of this Converted Aircraft Warranty Policy.

Purchaser shall provide written notice to Viking of any defect claimed under the Limited Warranties, including the particulars thereof, within thirty (30) calendar days after such defect is discovered, and Purchaser shall return any defective parts, or the Purchased Aircraft (as applicable and at Viking’s sole election), to Viking within forty-five (45) calendar days after the occurrence of the defect at Purchasers own expense (including freight, insurance and custom duties) and packed in accordance with Aerospace ATA 300 guidelines, whereby;

in the event that Purchaser fails to comply with any of its obligations, as contained within this Sections 3 as well as Section 4 of this Converted Aircraft Warranty Policy, Viking shall have the right, in its sole discretion, to deny Purchaser’s warranty claim hereunder;

any duties, taxes and other costs incurred by Viking for the return of the part or the Purchased Aircraft to Purchaser, as applicable, in addition to the costs associated with the troubleshooting, removal, re-installation and adjustment of or to said part, shall be Purchaser’s responsibility;

the warranty for parts supplied to Purchaser as replacements for defective parts shall continue to be under warranty for the balance of the relevant warranty period specified in Section 2(c) of this Converted Aircraft Warranty Policy that is still available for the original warranty of the exchanged parts in accordance with this Converted Aircraft Warranty Policy;

if a claim pertaining to the Limited Warranties is recognized by Viking, upon Viking being presented with evidence thereof satisfactory to Viking, acting reasonably, then Viking shall reimburse Purchaser for its reasonable costs of freight and insurance incurred by Purchaser in connection with such warranty claim. Aircraft repositioning costs, however, are not eligible for reimbursement by Viking; and

all parts and equipment returned to Viking for any reason shall be subject to Viking’s Return Material Authorisation (RMA) policies and procedures in effect at the time of request for return. Any unauthorized returns to Viking will be returned to purchaser on a collect basis. No liability for loss or damage to unauthorized returns will be accepted by Viking for any reason whatsoever.

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Where a claim is made concerning any Third Party Part that had been installed or affixed to the Purchased Aircraft by Viking in accordance with the Agreement, Purchaser shall submit a claim to Viking with respect to said part, and Viking shall, via its Global Customer Support group, at its sole discretion and subject to Purchaser’s compliance with Section 5.2 of the Agreement as well as Sections 3 and 4 of this Converted Aircraft Warranty Policy, assist Purchaser in arranging for the timely repair, replacement or correction of the defective part or condition.

Limited Warranties for Spares and Equipment

Exceptions and Exclusions

Viking and the Selected Conversion Entity shall not accept any claims with respect to the Limited Warranties or the warranties contemplated in Section 4 of this Converted Aircraft Warranty Policy under any of the following circumstances:

if the Purchased Aircraft has been used in an attempt to break records, subjected to experimental flights, or operated in any other way not in conformity with the Manuals and Technical Publications or the Certificate of Airworthiness contemplated herein, or subjected to any manner of use in contravention of any other certification or the applicable aerial navigation or other regulations and rules issued or recommended by any Governmental Authority of any country in which the Purchased Aircraft is operated;

if the Purchased Aircraft or any part thereof has been altered or modified by Purchaser, unless: (A) Viking provided its prior written consent to such alteration or modification, or (B) as pertains to Third Party Parts, such alteration or modification was made in accordance with a service bulletin relating thereto;

if the Purchased Aircraft has been operated beyond the limits for which the aircraft has been certified for;

if the Purchased Aircraft or any part thereof has been involved in an accident;

in respect of any Purchased Aircraft part or component, if such part has had its identification mark, designation, seal or serial number altered or removed;

in the event of misuse or negligent use of the Purchased Aircraft or any part thereof;

if the defect is the result of fair wear and tear;

if all relevant particulars have not been entered in the appropriate log books of the Purchased Aircraft;

if maintenance services are performed on the Purchased Aircraft or any part thereof not in accordance with the respective Manuals and Technical Publications;

if the deterioration, wear, breakage, damage or any other defect is a result of using inadequate packing methods when returning items to Viking or its representatives as contemplated in Section 3(c) of this Converted Aircraft Warranty Policy;

if the defect is a result of environmental conditions, exposure, or neglect, including Corrosion;

if the defect is a result of improper storage; and/or

if the defect is caused by any Parts Manufacturer Approval (PMA) or STC part not supplied by Viking.

The warranties in this Converted Aircraft Warranty Policy do not apply to expendable items, the service life or maintenance cycle of which is shorter than the relevant warranty period contemplated within Section 2(c) of this Converted Aircraft Warranty Policy, or to materials or parts subjected to deterioration.

Except as specifically contemplated in Sections 2(a)(iii), 2(b), 2(c) and 4 of this Converted Aircraft Warranty Policy, Viking and the Selected Conversion Entity shall have no liability or other obligations, and is hereby relieved of any liability, warranty or other obligation, to Purchaser with respect to the Third Party Parts. Purchaser hereby waives all express or implied warranties or conditions, including those of merchantability or fitness or otherwise, and all other liability on the part of Viking and its Affiliates, whether arising hereunder, in law, in tort (including active, passive or imputed negligence) or otherwise in connection therewith.

FROM AND AFTER THE APPLICABLE CLOSING DATE, THE WARRANTIES, OBLIGATIONS, AND LIABILITIES OF Viking AND SELECTED CONVERSION ENTITY AND THE REMEDIES OF PURCHASER SPECIFIED IN THIS STANDARD LIMITED

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any implied warranty of merchantability or fitness (including fitness for a particular purpose);

any implied warranty arising from course of performance, course of dealing or usage of trade; and

any obligation, liability, right, remedy or other claim for incidental or consequential damages.

Transfer of Warranties for Purchased Aircraft; Warranty Claimant

Purchaser, its successor or permitted assign may, from time to time, elect to permit the operator of a Purchased Aircraft to make Airframe warranty-related claims under the Limited Warranties on its behalf, subject to Viking having received and confirmed prior written notice of the same. Notice to Viking of said change to the party permitted to exercise the warranty in the Airframe must be given by Purchaser (or its successor or permitted assign) and must indicate the relevant department or personnel designated as being responsible for making such claims. A claim that is made by a party that had not been confirmed by Viking as the authorized Airframe warranty-related claimant in accordance with this Section 6 may be denied by Viking, at its sole discretion. While only one such (1) warranty claimant may be authorized or otherwise eligible to exercise the right to make an Airframe warranty-related claim at any given time, Purchaser (its successor or permitted assign) may, at any time, reclaim its right to make Airframe warranty-related claims under the Limited Warranties, subject to Viking’s confirmation of Purchaser’s (or its successor’s or permitted assign’s) notice to it to this effect.

Notwithstanding the transferability of the warranties for Third Party Parts under Section 6(a) of this Converted Aircraft Warranty Policy, transferability of the Hamilton Standard Propeller Warranty, the Avionics Warranty, the P&WC Engine Warranty and the limited warranty for each Third Party STC Part shall be governed by the policy terms of the relevant Third Party Parts’ manufacturer (Hamilton Standard, Avionics Manufacturer, Pratt & Whitney Canada and/or the relevant STC holder, respectively), and as of the date of the Agreement:

the right to claim the Hamilton Standard Propeller Warranty follows the propellers, whereby a warranty claim may be made by Purchaser or any other party with care, custody and/or control over the propellers of the Purchased Aircraft;

the right to claim the Avionics Warranty follows the Purchased Aircraft’s avionics system, whereby a warranty claim may be made by Purchaser or any other party with care, custody and/or control over the avionics system of the Purchased Aircraft;

the right to claim the P&WC Engine Warranty follows the engines, whereby a warranty claim may be made by Purchaser or any other party with care, custody and/or control over the engines of the Purchased Aircraft; and

the right to claim the warranty in any Third Party STC Part follows said Third Party STC Part, whereby a warranty claim may be made by Purchaser or any other party with care, custody and/or control over the applicable Third Party STC Part .

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Viking Limited Warranties for the Spares and Equipment

Subject to the exceptions, conditions and limitations set forth in the Agreement, Viking warrants to Purchaser that, as of the date of delivery of Spares:

the Spares shall be free from defects in material and/or workmanship; and

the Spares shall be free from defects in design, having regard to the state of the art as of the date of such Spares’ original design.

The limited warranties set out herein apply only to Spares manufactured by Viking.

Viking shall have no liability or responsibility for any defects in vendor-manufactured Spares, other than provided for in Section 8.2 of Viking’s General Sales Terms & Conditions document (which may be provided by Viking to Purchaser upon request).

In accordance with Section 8.4 of Viking’s General Sales Terms & Conditions document, in respect of valid warranty claims made under this Spares and Equipment Warranty Policy, the warranty on the relevant Spare shall remain in effect for the earlier of: [***]

As to each matter covered by this Spares and Equipment Warranty Policy, Viking’s sole obligation and liability is expressly limited to, at Viking’s election, correction by way of repair, replacement or rework of the defective Spare or reimbursement by credit note. Any repaired, replaced or reworked Spare which is the subject of the warranty claim shall then be warranted under the same terms and conditions for the then-unexpired portion of the [***] warranty period.

In replacing a defective Spare, Viking may supply a repaired or overhauled unit modified to a status identical to, or higher than, the defective unit.

Viking shall make the repair, replacement or rework, following receipt of the defective Spare, with reasonable care and dispatch.

Title in any Spare that is returned to Viking under this Spares and Equipment Warranty Policy will at all times remain with Purchaser, except for title to a returned Spare that has been replaced, in which case title shall pass to Viking upon shipment to Viking of the replacement Spare .

In the event that a Spare returned under a warranty claim is established to be serviceable, then Viking shall be entitled to charge and recover from Purchaser any reasonable costs incurred by Viking, including transportation charge, in connection with such warranty claim. However, in the event that repetitive in-service failure occurs on the particular Spare, which is identified by Viking on a repeated basis to be serviceable, then Viking and Purchaser shall discuss and mutually agree on a course of further action to help identify the problem. In the event that the defect is ultimately confirmed to be a legitimate warranty claim, the above mentioned costs incurred by Viking and charged to Purchaser shall be waived.

Viking reserves the right to make any necessary corrections or changes in the design, part number or nomenclature of Spares covered by an order, to substitute Spares and to adjust prices accordingly, provided that interchangeability is not affected; Viking shall promptly give Purchaser written notice of corrections, changes, substitutions and consequent price adjustments.

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Purchaser Obligations and Warranty Claims

The return of Spares will be at Purchaser’s expense, except as provided in Section 8.10(a) of Viking’s General Sales Terms & Conditions document.

Items returned must only consist of the Spares sold via the Agreement, and all Spares returned to Viking for any reason shall be subject to Viking’s Material Return Authorization procedure in effect at the time of request for return. Any unauthorized returns to Viking will be returned to Purchaser on a collect basis.

All warranty claims concerning Spares shall be subject to audit and approval by Viking. Accordingly, Viking’s obligations hereunder are subject to the warranty claimant’s submission of a written warranty claim to Viking within the warranty period for the relevant Spare, and in no case later than thirty (30) calendar days of the defect in said Spare becoming apparent, which claim shall include, but not be limited to the following information:

the identity of the Spare involved, including the part number, serial number if applicable and the quantity claimed to be defective;

the manufacturer’s serial number of the Aircraft from which the part was removed (if applicable);

the date the claimed defect became apparent to Purchaser;

the total flight hours (and cycles, if applicable) accrued on the Spare at the time the claimed defect became apparent to Purchaser; .

a description of the claimed defect and the circumstances pertaining thereto;

the original documentation attached to the Spare; and

visual evidence of the defect that is acceptable to Viking (i.e. pictures).

Viking shall advise Purchaser in writing of Viking’s disposition of each warranty claim, using reasonable efforts to communicate the same within thirty (30) calendar days following the receipt of said claim and the return of the defective Spare by Purchaser, at Purchaser’s cost, to Viking’s designated facility.

No liability for loss or damage to unauthorized returns will be accepted by Viking for any reason whatsoever.

Exceptions and Exclusions

Viking has no responsibility under the limited warranties set out in Section 1 of this Spares and Equipment Warranty Policy for:

normal wear and tear and the need for regular maintenance and overhaul;

unapproved modifications or changes;

operations, beyond those for which Aircraft in which Spares may be installed have been certified;

defect resulting from the misuse of the Spare or its accidental break; and/or

costs associated with test and overhaul, as may be prescribed in applicable manuals.

Viking shall be relieved of and shall have no obligation or liability under this Spares and Equipment Warranty Policy if:

the Spare was not installed, operated or maintained in accordance with the manufacturer’s documentation (including service bulletins and airworthiness directives), unless Purchaser furnishes evidence that is reasonably acceptable to Viking that such installation, operation and/or maintenance was not a cause of the defect;

the defect did not become apparent within the [***] warranty period;

Purchaser did not report the defect in writing to Viking within the period provided in Section 2(c) of this Spares and Equipment Warranty Policy or return the Spare claimed to be defective to Viking (unless advised by Viking to retain such Spare, pending evaluation of Purchaser’s claim) to Viking’s designated facility; or

Purchaser does not submit reasonable proof to Viking, within thirty (30) calendar days after the relevant defect becomes apparent, that the defect is due to a matter covered within this Spares and Equipment Warranty Policy.

NOTWITHSTANDING THE LIMITED SPARES AND EQUIPMENT WARRNTY POLICY SET FORTH HEREIN, THERE ARE NO OTHER UNDERSTANDINGS, REPRESENTATIONS, CONDITIONS OR WARRANTIES, EXPRESSED OR IMPLIED, BETWEEN Viking, SELECTED CONVERSION ENTITY AND PURCHASER WITH RESPECT TO ANY DEFECT IN THE SPARES.

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THE LIMITED SPARES AND EQUIPMENT WARRNTY POLICY PROVIDED HEREIN AND LAAM’S OBLIGATIONS AND LIABILITIES UNDER THOSE TERMS ARE ACCEPTED BY PURCHASER TO BE EXCLUSIVE AND IN LIEU OF, AND PURCHASER HEREBY WAIVES RELEASES AND RENOUNCES, ALL OTHER REMEDIES, WARRANTIES, GUARANTEES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES, EXPRESSED OR IMPLIED, OF V OR ITS AFFILIATES WITH RESPECT TO DEFECTS IN ANY SPARES, INCLUDING, WITHOUT LIMITATION:

any implied warranty or condition of merchantability or fitness;

any implied warranty or condition arising from course of performance, course of dealing or usage of trade; and

any obligation, liability, right, remedy or other claim for incidental or consequential damages.

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Total Agreement Value

Aircraft

1

2

3

4 (Option)

5 (Option)

Aircraft Payment Instructions

On or before each of the dates specified within the following table, Table 2, Purchaser shall pay to LAAM the installment payment, which is also referenced therein, against the Purchase Price of each Purchased Aircraft (with each such payment being an “Installment Payment,” whereby the Base Price of each such Aircraft shall simply be referred to as the “Base” and with Purchaser Selected Optional Features and the relevant Target Readiness Dates referred to as “PSOF” and “TRD,” respectively).

Any deposit that has been received by LAAM from Purchaser prior to the execution of this Agreement by the Parties shall be applied in accordance with Table 1 (with each such deposit being a “Deposit” on the Base Price of the individual Purchased Aircraft); and for the avoidance of doubt, each Deposit shall be applied against the Final installment Payment of the applicable Purchased Aircraft.

In the event that LAAM fails to deliver AC1, AC2 and/or AC3 in accordance with the schedule set forth in Schedule F with respect to the project timeline and/or Target Readiness Date for reasons other than an Excusable Delay, then Purchaser shall have the right, in its sole and absolute discretion, to hold back any payments due on AC3, AC4 and/or AC5. Notwithstanding the foregoing, upon the delivery of the delayed AC1, AC2 and AC3 (as applicable) to Purchaser, Purchaser shall make the applicable payment due on AC3, AC4 and/or AC5 which had been held back pursuant to this Section 2(c).

Total Price

Kits Payments

Aircraft 1 (AC1)

1. [***] after PA signing

2. Within [***] after PA signing

3. [***] - [***]% of AC price ([***])

4. [***] - total [***]% of AC price

        •      [***]

        •      [***]

        •      [***]

        •      [***]

        •      [***]

To be invoiced (in

equal payments)

and paid by

Purchaser

[***],

totalling

[***]

5. Delivery - [***]% of AC price ([***])*

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Kits Payments

Aircraft 2 (AC2)

1. [***]

2. Within [***] after PA signing

3. [***] - [***]% of AC price ([***])

4. [***] - total [***]% of AC price

        •      [***]

        •      [***]

        •      [***]

        •      [***]

        •      [***]

To be invoiced (in

equal payments)

and paid by

Purchase

[***],

totalling

[***]

5. Delivery - [***]% of AC price ([***])*

Kits Payments

Aircraft 3 (AC3)

1. [***] after PA signing

2. Within [***] after PA signing

3. [***] - [***]% of AC price ([***])

4. [***] - total [***]% of AC price

        •      ETA to be provided at a later stage

To be invoiced (in

equal payments)

and paid by

Purchaser

[***],

totalling

[***]

5. Delivery - [***]% of AC price ([***])*

Kits Payments

Aircraft 4 (AC4)

1. [***] after PA signing

2. Within [***] after PA signing

3. [***] - [***]% of AC price ([***])

4. [***] - total [***]% of AC price

        •      ETA to be provided at a later stage)

To be invoiced (in

equal payments)

and paid by

Purchaser

[***],

totalling

[***]

5. Delivery - [***]% of AC price ([***])*

Kits Payments

Aircraft 5 (AC5)

1. [***] after PA signing

2. Within [***] after PA signing

3. [***] - [***]% of AC price ([***], but not before delivery of AC1 and AC2)

4. [***] - total [***]% of AC price

        •      ETA to be provided at a later stage

To be invoiced (in

equal payments)

and paid by

Purchaser

[***],

totalling

[***]

5. Delivery - [***]% of AC price ([***])*

AC1 and AC2 shall be delivered with CL-215T standard avionics systems and CL-215T standard water tanks. LAAM will, at its expense, retrofit into the aircraft the new avionics systems, and, if applicable, modify AC1 and AC2 to allow a capacity increase from [***] water tank upgrades in or around Nov 2020 and Jan 2021 respectively (for the avoidance of doubt, in the event that [***] water tank upgrade is not applicable for AC1 and AC2, LAAM shall, as a substitute and at its own cost, supply to Purchaser, for each AC1 and AC2, a spray boom assembly on or around Q2 2022). For the avoidance of doubt, AC3, AC4 and AC5 will be delivered with upgraded avionics systems and LAAM shall also use commercially reasonable efforts to deliver AC3, AC4 and AC5 with [***] water tanks.

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[***]

USD Wire Payment Instructions

[***]

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[***]

[***]

[***]

[***]

[***]

Please refer to notes at Table 2 of Schedule E

These Target Readiness Dates shall be enforceable in the event Purchaser exercises its Option (as set forth in Schedule P) by September 30, 2018. [***]

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Purchaser’s Corporate Name has purchased number (#) Viking CL-415 EAF Aircraft, manufactured in accordance with the relevant Aircraft Specifications and, if and where applicable, supplemented to include Purchaser Selected Optional Features and/or Spares and Equipment (collectively being the “Goods”), from Longview Aviation Asset Management, a corporation existing under the laws of Canada and having its offices at 110-1962 Canso Road, North Saanich, British Columbia, Canada;

Purchasers Corporate Name intends to use the Goods for the following purpose(s):

Purchaser’s Corporate Name will not transfer, via a re-sale Agreement or any other Agreement, or transship to any country or otherwise dispose of the Goods in any country contrary to any. United States export law and/or regulation, or the Applicable Laws of Canada or any other country, and Purchaser’s Corporate Name (or Purchaser’s assigned operator, Operator’s Corporate Name) intends to use the Goods in Country/Territory;

Purchaser’s Corporate Name additionally acknowledges that the diversion and/or transfer of the Goods is strictly prohibited to any:

Prohibited Party;

Prohibited Destination; or

Prohibited End Use.

For the purposes of this End Use and End User Certification, the following definitions shall apply:

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