12511 Beatrice Street T 424-201-3500 sales@iconaircraft.com

Los Angeles, CA 90066 F 424-201-3512 www.iconaircraft.com

ICON Delivery Position Agreement #170 Page 1

ICON A5TM

Aircraft Delivery Position Agreement

This AIRCRAFT DELIVERY POSITION AGREEMENT (this “Agreement”) is entered as of the date 

indicated below by and between ________________________________________ (“Buyer”) and ICON 

Aircraft, Inc., (“Seller,” “ICON,” 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:

This 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 served basis. This Agreement is subject to the following terms:

Aircraft: ICON A5 (Standard Equipment – see Exhibit A) (“Aircraft”)

Estimated Price: $139,000 + CPI

Transferable: No

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and 

valuable consideration, Seller and Buyer (each a “Party,” and collectively the “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-refundable 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 positions 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 424-201-3500 sales@iconaircraft.com

Los Angeles, CA 90066 F 424-201-3512 www.iconaircraft.com

ICON Delivery Position Agreement #170 Page 2

Section 3 PURCHASE AGREEMENT

Section 3.1 No later than six (6) months prior to delivery, 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 date 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

federal and/or state laws, may include certain conditions of purchase as required by then applicable 

federal and/or state laws.

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

Section 4 SPECIFICATIONS

Section 4.1 The preliminary 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 specifications, 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 purpose 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 for standard equipment at the time 

of this Agreement. The final purchase price (“Purchase Price”) will be listed in the Aircraft Purchase 

Agreement. Buyer shall make a non-refundable payment (“Progress Payment”) towards the Purchase 

Price, including the then-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 Agreement and are subject 

to verification by ICON. 

Section 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 424-201-3500 sales@iconaircraft.com

Los Angeles, CA 90066 F 424-201-3512 www.iconaircraft.com

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 days 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 into 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 bankruptcy, 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 Agreement 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-delivery 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 refund all or a portion of any pre-delivery payments that have 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 ANYTHING TO THE CONTRARY, THE MAXIMUM LIABILITY ICON 

SHALL HAVE TO BUYER FOR ANY BREACH OF THIS AGREEMENT OR OTHERWISE 

ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE A FULL REFUND OF THE 

PRE-DELIVERY PAYMENTS MADE BY BUYER, IF ANY. IN NO EVENT SHALL ICON BE 

LIABLE FOR CONSEQUENTIAL, INDIRECT, PUNITIVE, INCIDENTAL OR SPECIAL DAMAGES 

WHATSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Section 8 ATTORNEYS’ FEES 

Should any litigation be commenced (including any proceedings in a bankruptcy court) among 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 an appropriate federal or state court located in Los Angeles County in the State of 

California. 
12511 Beatrice Street T 424-201-3500 sales@iconaircraft.com

Los Angeles, CA 90066 F 424-201-3512 www.iconaircraft.com

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 this 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 SEVERABILITY

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 applicable law, and all of the other provisions of the Agreement shall remain in 

full force and effect.

Section 11 TRANSFERABILITY

This Agreement (and the rights herein) 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’ successors, 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 Contact 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 “documents” 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 424-201-3500 sales@iconaircraft.com

Los Angeles, CA 90066 F 424-201-3512 www.iconaircraft.com

ICON Delivery Position Agreement #170 Page 5

Section 14 WARRANTIES

BUYER AGREES THAT, EXCEPT AS EXPRESSLY SET 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 OF 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 BINDING

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 Agreement constitutes the 

entire agreement among the parties, and supersedes all prior written or oral understandings, concerning its 

subject matter. 
12511 Beatrice Street T 424-201-3500 sales@iconaircraft.com

Los Angeles, CA 90066 F 424-201-3512 www.iconaircraft.com

ICON Delivery Position Agreement #170 Page 6

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on this _________ 

day of ______, 2011, by their duly authorized representatives.

Buyer: Seller: ICON Aircraft, Inc.

Signature: ________________________ Signature: ________________________

Name: ________________________ Name: ________________________

Title: ________________________ Title: ________________________

Date: ________________________ Date: ________________________

Contact Information:

Buyer ICON Aircraft, Inc.

Address 12511 Beatrice Street

City, ST Los Angeles, CA

Postal Code 90066

Country USA

Phone (424) 201 3500

Fax (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 right 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 later 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 424-201-3500 sales@iconaircraft.com

Los Angeles, CA 90066 F 424-201-3512 www.iconaircraft.com

ICON Delivery Position Agreement #170 Page 7

EXHIBIT A

STANDARD AIRCRAFT SPECIFICATION (Preliminary)

ICON A5 – Amphibious Light Sport Aircraft (S-LSA)

Performance Specifications:

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 Load: 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: 

Retractable landing gear

Manual wingfold

GPS moving map

Analog flight instrumentation (per ASTM LSA standards)

Intercom system

VHF Communication Radio

Mode C Transponder

Standard Documentation: 

Pilot Operating Handbook (POH)

Airworthiness Certificate

Weight and balance data

Optional Equipment: (Pricing and Availability to be provided at Production Notice)

ICON Complete Airplane Parachute

Automatic Wingfold

Night Lighting Package

Seaplane Configuration (no landing gear)

Attitude Indicator

Custom A5 Towing Trailer

Glass (LCD) multifunction display
12511 Beatrice Street T 424-201-3500 sales@iconaircraft.com

Los Angeles, CA 90066 F 424-201-3512 www.iconaircraft.com

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. Return the Delivery Position Agreement with original signature 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.