EFTA00289958.pdf

Feb.11.2012 14:04 George Reenstra 2017858812 PAGE. 1/ 3 AGREEMENT AND GENERAL RELEASE This is to confirm and constitute the agreement reached by and among George Reenstra neenstra"), Aircraft Services Group, Inc CASCO, Jeftrity Epstein rEpsteltf) and Freedom Air TnternationaL Inc. ("FAI"), with respect to the resolution of all matters relating to remuneration (the Rerotmeradon Matters') received by, and paid and payable to, Reenstra, MG, and/or any affiliates thereof (the "MG Parties) in connection with the acquisition and subsequent sale by PAI If/k/lt Mr Ghislaine. Inc, and Shmitke Air, Inc.) of the Subject Aircraft (as hereinafter defined), For purposes of this agreement the "Subjett Aircraft' shall mean that certain Sikorsky 3-76 C++ Helicopter, Serial No. 760667 (116671,' that certain Sikorsky 5.76 C++ Helicopter, Serial No. 760750 r750I, and that Sikorsky S-76C+ Helicopter, Serial No. 760472 r7421. With respect to the Remuneration Matters, Rena ASG, Epstein and FAI have agreed as follows: 1. Upon the execution and delivery of this Agreement by all of the parties hereto, in full and final payment of all amounts due and payable from FM to the ASG Parties in connection with FM's acquisition and subsequent sale of 742, FM shall pay ASG and Reenstra the sum of $90,319 by wire hanger of said amount to the account of their affiliate, BAK Opportunities, LLC, in accordance with the following wire transfer instructions: Bank ABA No.. Account Name: Account Number: Chase Bank 555 North Franklin Turnpike Ramsey, NJ 07446 BAK Opporninides LLC 2. Reenstra and ASG acknowledge and agree that Reenstra, MG and/or the affiliates thereof have received payment of the following remuneration in connection with the acquisition and subsequent sale of the Subject Aircraft by FM (including when FM was formerly known as Mr Gbislaine, Inc. and Shmitka Air, Acqusidon by FM of 5-76C++, Serial No. 760667 $250,000.00 Sale by FAI of S-76C++, Serial No. 760667 3126,000.00 Acqusition by FM of 5-76C++, Serial No. 760750 $250,000.00 Sale by FM of S-76C++, Serial No. 760750 $100,000.00 Sale by FAI of S-76C+, Serial No. 760472 $100,000.00 Total U26.000.00 Reenstra and MG further acknowledge and agree that no other moneys are due and pays',/,' from FM to any of the MG Parties in connection with the acquisition and/or 1 EFTA00289958 £eb.11.2012 14:04 George Reenstra 2017858812 PAGE. 2/ 3 subsequent sale of any of the Subject Aircraft except as provided in paragraph 1 hereof. 3. Reenstra and ASG represent and warrant that of the $250,000.00 per acquisition of remuneration received by the ASG Parties in connection with the acquisition by FM of 667 and 750, with respect to one of those acquisitions the ASG Parties accepted $100,000.00 less In remuneration than otherwise would have ordinarily been payable. Reenstra and ASG flutter represent and warrant that, other than as stated in paragraph 2 above, no ASG Party received any discount benefit compensation, commission or other form of remuneration, whether directly or Indirectly (e.g_ through a separate transaction not involving the Subject Aircraft), in connection with the acquisition and/or subsequent sale by PAL of any of the Subject Aircraft. 4. Reenstra and MG, for and on behalf of all the ASG Parties, and each of their respective prindpals, affiliates, predecessors, successors, assigns, heirs, executors and administrators, hereby fully and irrevocably release, acquit and discharge Epstein, FA1 (including, without limitation, when PM was formerly known as Mr Ginslaine, Inc, and Shaikh's Air, Inc), and each of their respective principals, affiliates, directors, officers, employees, agents, predecessors, successors, assigns. heirs, executors and administrators from any and all manner of claims, demands, rights, liabilities, losses, obligations, dudes, damages, debts, mcpensas, interest penalties, sanctions, fees, attorneys' fees, costs, actions, potential action; causes of action, stilts, agreements, judgments, decrees, matters, issues and controversies of any kind, nature or description whatsoever, whether known or unknown, disclosed or undisclosed, legal, equitable, or of any other type, or in any other capacity, whether based on state, federal, statutory, or common law, for, upon or by reason of any matter, cause, or thing whatsoever from the beginning of time through the day of the date of this Agreement. S. The Individuals signing this Agreement and the parties hereto on behalf of whom or which such individuals are signing hereby represent and warrant that they are empowered and authorized to sign on behalf of and bind the parties hereto for whom and which they have signed. 6. Each party hereto agrees that this Agreement shall be binding upon the heirs, successors, and assigns of each party hereto, 7. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument Signatures of this Agreement transmitted by fax or email shall have the same effect as original signatures. 8. This Agreement may not be amended or modified except by a written instrument executed by the duly authorized representatives of all of the parties hereto. Any waiver of any provision hereof must be in writingiepd signed by the 2 EFTA00289959 Eob.11.2012 14:04 Gocage rteenstra 2017858812 PAGE. 3/ 3 party hereto to be charged with such waiver. Any such waiver shall be effective only in the specific instance and for the specific purpose for which such waiver is given. No failure on the part of any party hereto to exercise, and no delay in exercising, any right power or privilege under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right power or privilege hereunder. 9. Should any litigation be instituted by any of the parties for the enforcement of the release provided in paragraph 4 hereof. the losing party shall pay to the prevailing party, reasonable attorney's fees in an amount to be determined by the Gotnt. 10. This Agreement shall be governed by and construed in accordance with the laws of the Sate of Delaware applicable to agreements entered into entirely within that State, without regard to the principles of such laws regarding conflicts of laws. IN WITNESS WHEREOF, the parties hereto have caused this Agresmens_to be signed on the 10 day of May, 2012. George Reenstra Aircraft Services Group, Inc, George Reenstra President 3 Jeffrey Ep Freedom Mr international, Inc. BY: Darren K lndylce Vice President EFTA00289960