12511 Beatrice Street T 424

- 201

- 3500 sales@iconaircraft.com

Lo s Angeles, CA 90066 F 424

- 201

- 3512 www.iconaircraft.com

ICON Delivery Position Agreement #170 Page 1 

## ICON A5 TM

Aircraft De livery Position Agreement

Th is A IRCRAFT DELIVERY POSITION AGREEMENT ( this “ Agree ment ” ) is entered as of the date

indicated below by and between

________________________________________ ( “ Buyer ” ) and ICON Aircraft, Inc.

, ( “ Seller

, ” “ ICO N

, ” or “ ICON Aircraft ” ), a corporation incorporated under the laws of the State of Delaware, having its principal office at 12511 Beatrice Street, Los Angeles, CA 90066

.

Offering Description:

Th is Agreement outlines the terms of a delivery position for a production aircraft of ICON Aircraft, Inc

. The first production deliveries are planned to begin in 2012 . Positions will be allocated on a first come,

first serve d basis. This Agreement is subject to the following terms:

Aircraft: ICON A5 ( S tandard E qui pment – see Exhibit A ) ( “ Aircraft ” )

Estimated Price: $139,000 + CPI

Transferable: No

NOW, THER E FORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, Seller and Buyer (each a “ Party

, ” and collectively t he “ Parties ” ) agree as follows:

Section 1 PAYMENT FOR DELIVERY POSITION

Section 1.1 ICON hereby acknowledges receipt of $___________ from Buyer as consideration for the delivery position hereunder. Buyer acknowledges and agrees that such amount is non

- r efundable and shall not reduce the Purchase Price (as defined below)

.

Section 2 POSITION LIST AND DELIVERY

Section 2.1 Upon execution of this Agreement, ICON will assign Buyer a delivery position ( “ Position Number ” ) on the position list. Delivery p osi tions are offered on a first come, first served basis, and are subject to prior commitment and availability, as determined by ICON in its sole discretion. Production aircraft designated for ICON marketing campaigns, factory or dealer demonstrators, flight testing, or any other ICON

- related activities regarding aircraft not intended for sale to the general public, are not considered part of the position list.

Section 2.2 ICON expects deliveries of the Aircraft to begin in the year 2012 . Actual production and delivery dates may vary. The scheduled date of delivery for the Aircraft ( “ Delivery Date ” ) shall be determined by ICON.12511 Beatrice Street T 424

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ICON Delivery Position Agreement #170 Page 2 Section 3 PURCHASE AGREEMENT

Section 3.1 No later than six (6) months prior to d elivery, ICON will inform Buyer in writing of the expected initiation of production of the Aircraft ( “ Production Notice ” ) and include an Aircraft Purchase Agreement governing the purchase of the Aircraft

. Unless this Agreement has been earlier canceled, Buyer shall, within 21 calendar days of the da te of the Production Notice, select any optional equipment

or services for the Aircraft and return to ICON a signed Aircraft Purchase Agreement. The Aircraft Purchase Agreement will include various terms and conditions, and depending upon the then current

f ederal and/or s tate laws, may include certain conditions of purchase as required by then applicable

federal and/or state law s

.

Section 3.2 Aircraft shall be delivered at ICON ’ s U.S

- based facilities.

Section 4 SPECIFICATIONS

Section 4.1 The prelimi nary Standard Aircraft Specification is shown in Exhibit A. ICON will, as part of the Aircraft Purchase Agreement

, inform Buyer of the detailed specifications for the Aircraft, which will include final dimensions, standard equipment, performance specificat ions, documentation, options, etc. Any specifications referred to on Exhibit A, our website or otherwise in any materials or information provided by ICON (other than the Aircraft Purchase Agreement) are preliminary only and may be changed at any time.

Section 4.2 Buyer expressly acknowledges that Buyer has not relied on any oral or written representations except as specifically stated in the Agreement and that ICON has made no representations as to the suitability of the Aircraft for any particular purp ose of Buyer. Buyer acknowledges that the Aircraft is a general aviation sport aircraft and is not suited for commercial transport or aerobatics.

Section 5 PRICE AND PAYMENT SCHEDULE

Section 5.1 The Estimated Price herein is the expected sales price fo r standard equipment at the time of this Agreement. The final purchase price ( “ Purchase Price ” ) will be listed in the Aircraft Purchase Agreement. Buy er shall make a non

- refundable payment ( “ P rogress Payment ” ) towards the Purchase

Price

, including the the n

- current ICON list price of any selected optional equipment or services

, upon executing the Aircraft Purchase Agreement . ICON must receive this Progress Payment within 30 days of

the Production Notice. Additional payments, if any, will be defined in the Aircraft Purchase Agreement

. The balance of the Purchase Price shall be due no later than the Aircraft Delivery Date.

Section 5.2 Payments shall be made as stipulated in the Aircraft Purchase A greement and are subject to verification by ICON

.

Sectio n 5.3 The Purchase Price is exclusive of any sales or use tax, value

- added taxes, duties, registration fees or any charges that may be levied by governmental authorities in connection with the purchase, sale, transfer, use, registration, export, import of the Aircraft (collectively, “ Taxes ” ). Taxes required by law to be charged at the point of sale will be collected by ICON.12511 Beatrice Street T 424

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Lo s Angeles, CA 90066 F 424

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ICON Delivery Position Agreement #170 Page 3 Section 6 TERMINATION

Section 6.1 Buyer may cancel this Agreement by providing written notice to ICON no later than

twenty

- one ( 21 ) calendar day s after the date of the Production Notice

.

Section 6.2 ICON may terminate this Agreement for cause, upon written notice to Buyer, if any of the following apply:

a. Unless this Agreement has been earlier canceled, Buyer fails to enter int o an Aircraft Purchase Agreement within 21 days after the date of the Production Notice; or

b. Buyer fails to make any required payments in a timely manner or otherwise fails to comply with this Agreement; or

c. A proceeding under any law of bankruptc y, insolvency or reorganization or relief of debtors is instituted by or against Buyer.

Section 6.3 ICON will use this Agreement as an important measure of demand for the Aircraft and will commit to development and production costs accordingly. If this A greement is terminated pursuant to Section 6.2, ICON will be damaged in a manner that will be difficult to calculate. For these reasons, if ICON terminates this Agreement under Section 6.2, ICON may cancel Buyer ’ s delivery position and

retain all pre

- d eli very payments made by Buyer as liquidated damages. If Buyer is unable to enter into Aircraft Purchase Agreement for reasons that are beyond Buyer ’ s control, then ICON, in its sole discretion, may refu nd all or a portion of any pre

- d elivery payments that h ave been received by ICON. Buyer acknowledges that the foregoing liquidated damages provision is an important consideration to

ICON ’ s willingness to enter into this Agreement and is not a penalty.

Section 7 LIMITATION OF LIABILITY

NOTWITHSTANDING ANYT HI NG TO THE CONTRARY, THE MAXIMUM LIABILIT Y ICON

SHALL HAVE TO BUYER FOR ANY BREACH OF TH IS AGREEMENT OR OTHE RWISE

ARISING OUT OF OR RE LATING TO THIS AGREE MENT SHALL BE A FULL REFUND OF THE

PRE

- DELIVERY PAYMENTS MA DE BY BUYER, IF ANY . IN NO EVENT SHALL ICON BE LIABLE FOR CONSEQUEN TIAL, INDIRECT, PUNI TIVE, INCIDENTAL OR SPECIAL DAMAGES

WHATSOEVER ARISING O UT OF OR RELATING TO THIS AGREEMENT.

Section 8 ATTORNEYS ’ FEES

Should any litigation be commenced (including any proceedings in a bankruptcy court) am ong ICON and Buyer in connection with this Agreement, the prevailing party in such proceeding, as determined by the court, will be entitled to reimbursement of its reasonable attorneys ’ fees, expenses and court costs incurred in the litigation.

Section 9 GOVERNING LAW AND VENUE

Section 9.1 This Agreement shall be governed by the laws of the State of California, regardless of the choice of law provisions of California or any other jurisdiction. Any and all disputes between the Parties

will be heard in a n appropriate federal or state court located in Los Angeles County in the State of

California.12511 Beatrice Street T 424

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ICON Delivery Position Agreement #170 Page 4 Section 9.2 The Parties acknowledge that the state and federal courts located in Los Angeles County, California, have exclusive jurisdiction and venue under th is Agreement and ICON and Buyer consent to, and hereby waive any and all objections that they may have as to jurisdiction and/or venue in any of the above courts, including any claim that any action or proceeding has been brought in an inconvenient

forum.

Section 10 SEVERABILIT Y

In the event that any part of this Agreement is declared by any court or other jurisdictional or administrative body to be null, void, or unenforceable, such provision shall be severed to the extent unenforceable under the appli cable law, and all of the other provisions of the Agreement shall remain in

full force and effect.

Section 11 TRANSFERABIL ITY

This Agreement (and the rights here in) are not assignable or transferable by Buyer.

Section 12 MODIFICATIONS

This Agreement may be amended or modified, and any of the terms, covenants, representations, warranties, or conditions may be waived, only by a written instrument executed by ICON, or in the case of a waiver, by the party waiving compliance. Any waiver by any party of any condition or breach shall not be deemed to be a further continuing waiver of any such condition or breach, or of the breach of any other provision of this Agreement. This Agreement shall be binding upon and inure to the benefit of the

Parties ’ success ors, executors, heirs and assigns.

Section 13 NOTICES

Section 13.1 Any notice to be given under this Agreement may be sent by email or by pre

- paid overnight delivery ( FedEx , UPS, etc. ) to the Co ntact Information listed on page 6 of this Agreement.

Each notice or demand shall be deemed to have been given or made when actually received or 24 hours after being sent, whichever occurs first.

Section 13.2 The Parties acknowledge that “ documents ” associated with this Agreement may be digital and that such “ doc uments ” are agreed to be equivalent to “ paper ” documents. Also, communications to/from the email address specified by Buyer shall constitute delivery of the equivalent

of ” signed ” documents.12511 Beatrice Street T 424

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Lo s Angeles, CA 90066 F 424

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ICON Delivery Position Agreement #170 Page 5 Section 14 WARRANTIES

BUYER AGREES THAT, EXCEPT AS EXPRESSLY S ET FORTH IN THE AIRCRAFT PURCHASE
AGREEMENT, ICON MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY

EXCLUDES AND DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY OR

FITNESS FOR A PARTICULAR PURPOSE OR USE. ALL OTHER OBLIGATIONS OR

LIABILITIES O F ICON, WHETHER UNDER A THEORY OF NEGLIGENCE OR STRICT
LIABILITY, CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR RELATING TO THE
SALE, USE OR OPERATION OF THE AIRCRAFT, OR OTHERWISE, ARE EXCLUDED BY ICON

AND HEREBY EXPRESSLY WAIVED BY BUYER.

Section 15 B INDING

This Agreement shall become binding upon ICON ’ s acceptance ( by return email to Buyer confirming the execution and delivery of this Agreement ) . Buyer acknowledges and agrees that it has read, understood and agrees to the provisions hereof. Prior to acceptance, this offering is subject to change in ICON ’ s sole discretion at any time. There are no assurances by ICON that the terms and conditions of this Agreement, including the Purchase Price, are or will be the same for all purchasers. This Agreeme nt constitutes the entire agreement among the parties, and supersedes all prior written or oral understandings, concerning its subject matter.12511 Beatrice Street T 424

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ICON Delivery Position Agreement #170 Page 6 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on this

_________ day of ______, 201 1

, by their duly authorized representatives

.

Buyer : Seller : ICON Aircraft, Inc.

Signature :

________________________ Signature :

______________________ __

Name:

_______________________ _ Name:

________________________

Title:

________________________ Titl e:

________________________

Date:

________________________ Date:

________________________

Contact Information:

Buyer ICON Aircraft, Inc

.

Address 12511 Beatrice Street

City, ST Los Angeles, CA

Postal Code 900 66

Country USA

Phone (424) 201 3 500

F ax (424) 201 3512

Email deposits@iconaircraft.com

The following section is to be completed by ICON and returned to Buyer



## ICON A5 Aircraft Delivery Position Number: 170

ICON reserves the righ t to revise the assigned delivery position prior to the delivery of the Aircraft . Such revision shall not constitute a change to the Agreement. Delivery

- position changes, if any, typically result in the Buyer receiving an earlier delivery position , not a l ater one. Customer will be advised, in writing, of any such change to assigned delivery position or projected delivery.

Production aircraft designated for ICON marketing campaigns, factory or dealer demonstrators, flight testing, or any other ICON

- related activities regarding aircraft not intended for sale to the general public, are not considered part of this position list.12511 Beatrice Street T 424

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ICON Delivery Position Agreement #170 Page 7 EXHIBIT A

STANDARD AIRCRAFT SPECIFICATION (Preliminary)

ICON A5

– Amphibious Light Sport Aircraft (S

- LSA)

P erformance Specifi cations:

ASTM Standards: Aircraft will meet or exceed the requirements as established by

the ASTM F2245 standard: “ Standard for Specifications for Design and Performance of a Light Sport Airplane. ”

Seats: 2 Maximum Takeoff Weight: 1430 lbs

Useful Lo ad: 430

- 530 lbs (option dependent) Baggage: 60 lbs (maximum) Fuel (Auto Gas or Av Gas): 20 gal Maximum Speed (Vh): 105 kts (120 mph) Range: 300 nm Takeoff & Landing Distance: 750 ft Engine (Rotax 912 ULS): 100 hp

Standard Equipment:

Re tractable landing gear

Manual w ingfold GPS moving map Analog f light instru mentation (per ASTM LSA standards ) Intercom system

VHF Communication Radio Mode C Transponder

Standard Documentation:

Pilot Operating Handb ook (POH)

Airworthiness Certificat e Weight and balance data

Option al Equipment : ( 

### Pricing and Availability to be provided at Production Notice)

ICON Complete Airplane Parachute

Auto matic W ingfold Night L ighting Package Seaplane Configuration (no landing gear)

Attitude Indicator

Cust om A5 Towing Trailer Glass (LCD) multifunction display12511 Beatrice Street T 424

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Lo s Angeles, CA 90066 F 424

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ICON Delivery Position Agreement #170 Page 8 Instructions for Completing the ICON Delivery Position Agreement

1. Review document carefully. When complete, please sign and date page 6.

2. R eturn the Delivery Position Agreement with original signatu re via mail to : ICON Aircraft

12511 Beatrice Street Los Angeles, CA 90066

3. ICON will return a copy of the countersigned Deposit Agreement complete with Position

Number

.