BEFORE THE DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C.

_______________________________________________ ) Joint Application of ) ) GULFSTREAM INTERNATIONAL GROUP, INC., ) and ) Docket OST-2011- _____ VPAA Co. ) ) For transfer of commuter air carrier authority unde r ) 49 U.S.C. § 41738 ) _______________________________________________ )

EXPEDITED ACTION REQUESTED BY APRIL 25, 2011

JOINT APPLICATION OF GULFSTREAM INTERNATIONAL GROUP, INC., AND VPAA CO. FOR TRANSFER OF COMMUTER AIR CARRIER AUTHORITY

Communications with respect to this document should be served upon:
For VPAA Co.
David M. Hernandez Shareholder VEDDER PRICE P.C. 1401 I Street NW, Suite 1100 Washington, DC 20005 (202) 312-3340 dhernandez@vedderprice.com For Gulfstream International Group, Inc.
David F. Hackett President and Chief Executive Officer GULFSTREAM INTERNATIONAL GROUP, INC. 3201 Griffin Road 4th Floor Fort Lauderdale, FL 33312 (954) 985-1500 dhacke@gulfstreamair.com

March 22, 2011

NOTICE: THE JOINT APPLICANTS REQUEST THAT THE ANSW ER PERIOD BE SHORTENED, WITH ANSWERS SERVED BY MARCH 3 1, 2011, AND COPIES SERVED ON THE JOINTS APPLICANTS. JOINT APPLICANTS WILL POLL THE INTERESTED PARTIES AND REPORT THE RES ULTS TO THE DEPARTMENT.BEFORE THE DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C.

_______________________________________________ ) Joint Application of ) ) GULFSTREAM INTERNATIONAL GROUP, INC., ) and ) VPAA Co. ) Docket OST-2011-_____ ) For transfer of commuter air carrier authority unde r ) 49 U.S.C. § 41738 ) ) ________________________________________________)

EXPEDITED ACTION REQUESTED BY APRIL 25, 2011

JOINT APPLICATION OF GULFSTREAM INTERNATIONAL GROUP, INC., AND VPAA CO. FOR TRANSFER OF COMMUTER AIR CARRIER AUTHORITY Gulfstream International Group (“GIA or the “Compa ny”), and VPAA Co. (“VPAA” or “New GIA”) (collectively, the “Parties”) submit this joint application for the transfer to VPAA of the commuter air carrier authority issued t o Gulfstream International Airlines, Inc. by Order 90-9-24 on September 18, 1990 pursuant to 49 U.S.C. § 41738. As detailed in this application, New GIA proposes to operate as a commuter air carrier identical to GIA’s current operations. In support of this Application, the Parties respectfully state as follows:
1. On November 4, 2010, GIA filed voluntary petitions for relief under chapter 11 of title 11 of the United States Bankruptcy Code (“Bankruptcy Filing”) in the United States Bankruptcy Court for the Southern District o f Florida, Fort Lauderdale Division (“Bankruptcy Court”) after it became too difficult for the Company to meet its debt repayment needs following years of borrowing due to consistently high fuel costs and theJoint Application of Gulfstream International Group , Inc. and

VPAA Co. for Transfer of Commuter Air Carrier Autho rity Page 2 economic impact of declining traffic. The Company needed additional financing and investment to continue to meet debt requirements an d fund current operations, and while it received strong interest from a number of investors , all potential investors required that the Company restructure its balance sheet through the B ankruptcy Filing prior to making any
such investment.
2. On or about November 3, 2010, in connection with th e Bankruptcy Filing, GIA arranged up to $5,000,000 in debtor-in-possessi on (“DIP”) financing from Victory Park Capital Advisors, LLC, on behalf of one or more ent ities for which it acts as investment manager (“Victory Park Capital”), an alternative as set management firm with headquarters in Chicago, Illinois, subject to Bankruptcy Court appr oval.
3. Since the Bankruptcy Filing, GIA has continued to o perate its business in the ordinary course of business, including all normal f light operations, as DIP under the jurisdiction of the Bankruptcy Court. GIA currentl y operates twenty-three (23) Beechcraft 1900D and serves several destinations from its two operating bases in Cleveland, Ohio and Fort Lauderdale, Florida in accordance with its com muter air carrier authority.
4. After evaluating options recommended by GIA, on Dec ember 16, 2010, the Bankruptcy Court approved certain bidding procedure s in connection with the sale of substantially all of GIA’s business assets, includi ng, without limitation, GIA’s DOT economic certificates (subject to DOT approval), ta ngible personal property, inventory, goodwill and other intangible assets, contracts and leases, accounts, notes or other receivables, tort claims, cash and cash equivalents , property, plant and equipment, property leases, software, books and records, and training a nd maintenance manuals (collectively, the “GIA Assets”). In addition, the bidding procedures set forth the sale of various aircraftJoint Application of Gulfstream International Group , Inc. and

VPAA Co. for Transfer of Commuter Air Carrier Autho rity Page 3 owned by Raytheon Aircraft Credit Corporation, whic h are currently being leased by GIA and subject to a purchase option (the “Raytheon Air craft” and together with the GIA Assets, the “Purchased Assets”). 5. An auction was held on January 5, 2011, at which GI A and the creditor’s committee selected New GIA, a special purpose compa ny set up by Victory Park Capital to acquire GIA, as the successful bidder.
6. On January 21, 2011, the Bankruptcy Court entered i ts Order (A) Approving the Sale of Substantially All of the Assets of the Debtors Free and Clear of All Liens, Claims, Encumbrances and Interests; (B) Approving the Assum ption and Assignment of Executory Contracts and Unexpired Leases; and (C) Granting Re lated Relief, authorizing the sale of the Purchased Assets to New GIA (or its nominee) (subje ct to DOT approval) (the “Sale”). A copy of the Bankruptcy Court’s order approving the sale is attached hereto as Exhibit A

. NEW GIA
7. New GIA will be the successor to GIA. New GIA is o wned by Victory Park Credit Opportunities, L.P., a Delaware limited part nership (“Fund I”) with a 25 percent ownership interest, and VPC Fund II, L.P., a Delawa re limited partnership with a 75 percent ownership interest (“Fund II” and collectively with Fund I, the “Funds”). All investors of the
Funds are United States citizens. 1 The Funds are investment vehicles that seek to a ssemble a portfolio of credit and equity investments in small -cap public and lower middle market

1 Fund I investors wish to remain anonymous and the Parties submitted the Fund II investors’ identities confidentially pursuant to Department Ru le 12. See Motion of Gulfstream International Group, Inc. and VPAA Co. to Withhold Information from Public Disclosure , Docket No. OST-2011- _____, March 22, 2011.Joint Application of Gulfstream International Group , Inc. and

VPAA Co. for Transfer of Commuter Air Carrier Autho rity Page 4 private companies principally in the U.S. and Canad a. The general partner of Fund I is Victory Park GP, LLC, a Delaware limited liability company (“Fund I GP”). The general partner of Fund II is Victory Park GP II, LLC, a De laware limited liability company (“Fund II GP” and collectively with Fund I GP, the “Genera l Partner”). The General Partner is controlled and owned by Jacob Capital, LLC, Brendan Carroll and Matthew Ray (the “VPC Partners”), who are all U.S. citizens. Jacob Capit al, LLC is an Illinois limited liability company and its sole member and manager is Richard Levy, a U.S. citizen. The General
Partner makes and controls all investment decisions on behalf of the Funds.
8. Following the completion of due diligence and negot iation, VPAA Co. was authorized by the Bankruptcy Court to execute an As set Purchase Agreement (“APA”) with
GIA. A draft of the APA is attached hereto as Exhi bit B . Under the terms of the APA, VPAA, as buyer, will acquire such assets as offered by GIA, as seller, to permit the transfer of GIA’s commuter air carrier certificate, and to f acilitate the issuance of an FAA air carrier certificate and associated Operations Specification s (“OpSpecs”).
9. Immediately upon the closing of the Sale, the Purch ased Assets will be
transferred to New GIA. To avoid the burden associ ated with additional applications, and maintain operational continuity during this transit ional period, the Parties request that the following GIA certificate be transferred to New GIA : Order 90-9-24 issued on September 18, 1990, authorizing GIA to provide services as a comm uter air carrier. A copy of this Final
Order is attached hereto as Exhibit C

. 10. The closing of the Sale is explicitly subject to DO T approval of the transfer of certificates to New GIA, as well as FAA’s issuance of an air carrier certificate and associated OpSpecs to New GIA. It is critical the parties be allowed to complete the closing not laterJoint Application of Gulfstream International Group , Inc. and

VPAA Co. for Transfer of Commuter Air Carrier Autho rity Page 5 than April 30, 2011, because the acquisition of the Raytheon Aircraft is subject to receipt of DOT and FAA approval by April 30, 2011.
11. Since the Bankruptcy Court’s approval of the Sale, the Company’s key technical and management personnel have been workin g closely with GIA’s supervising South Florida Flight Standards District Office (“FS DO”) in Miramar, Florida, with respect to the existing air carrier certificate and to facilit ate the timely issuance of a new air carrier certificate and OpSpecs. As detailed below, given t he nature and scope of the proposed operations, including New GIA’s continued employmen t of all GIA personnel in their identical capacities, the Parties reasonably expect that FAA will timely issue a new air carrier certificate OpSpecs to New GIA. An application for such issuance was made to the FAA on March 18, 2011. Victory Park Capital Advisors, LLC
12. Victory Park Capital is an alternative asset manage ment firm that delivers custom financing solutions to small-cap and lower m iddle market companies.
13. Victory Park Capital helps smaller companies take a dvantage of their assets and cash flow to secure financings that may otherwi se not be available from conventional sources. Its areas of expertise include acquisitio n finance, bankruptcy (DIP, exit, §363, etc.), bridge financing, expansion programs, lender transi tion (borrower and lender originated), new product development, recapitalizations and rest ructurings, turnarounds and workouts (financial and operational).
14. Victory Park Capital acts as the investment manager for each of the Funds pursuant to certain investment management agreement s executed therewith. Similar to the General Partner, Victory Park Capital is controlled and owned by the VPC Partners, who areJoint Application of Gulfstream International Group , Inc. and

VPAA Co. for Transfer of Commuter Air Carrier Autho rity Page 6 all U.S. citizens. Victory Park Capital was founde d in 2007 by the VPC Partners to provide private debt and equity financing solutions to smal l cap public and lower middle market private companies primarily in the U.S. Over the p ast five years, the VPC Partners have completed over 80 transactions in excess of $2 bill ion in structured and leveraged transactions through several market cycles. The Vi ctory Park Capital team is comprised of 16 professionals operating out of its headquarters in Chicago and additional offices in San Francisco and Boston. Further, the Victory Park Ca pital team has over 60 years of combined experience across a broad range of financial, opera ting, and legal disciplines including as principal investors (debt, equity, restructuring, p rivate, and public), agents, advisors, business operators, and restructuring counsel. The Standard of Review 15. A joint application for certificate transfer may be approved where the transfer is consistent with the public interest. 49 U.S.C. § 41105(a). Upon approval, the Department must certify to the Congress that it has considered the following factors in determining whether the transfer is in the public interest: (1) the viability of the carriers involved; (2) competition in the domestic airline industry; and ( 3) the trade position of the United States in the international air transportation market. 49 U. S.C. § 41105(b). The Department reconciles this inquiry with the “Airline Deregulat ion Act’s liberal entry policy ...” Aloha Airlines, Inc. and Aeko Kula, Inc. , Order 2008-5-17, at 3.
16. Under longstanding Department policy, there is a pr esumption in favor of approval. See United Airlines, Inc. and Pan American World Airwa ys, Inc. , Order 92-5-30, at 5 (“Our policy has been to approve such transfers u nless they conflict with important international aviation policy objectives or are oth erwise inconsistent with the publicJoint Application of Gulfstream International Group , Inc. and

VPAA Co. for Transfer of Commuter Air Carrier Autho rity Page 7 interest”); American Airlines, Inc. and Eastern Air lines, Inc. , Order 91-8-1, at 4 (same). As the Department has also stated, “The primary decisi onal standard criteria for” whether transfer is in the public interest “are whether the entity to which the certificate authority is
transferred is a citizen of the United States and w hether the entity is fit, willing, and able to hold the transferred authority.” Kitty Hawk Interna tional, Inc. and Kalitta Air LLC , Order 2000-10-29, at 2. Additionally, as part of its eva luation of the public interest, the Department may properly consider “the impact of any proposed s ale of route authority on airline workers.” UPS/Challenger Route Transfer , Order 2000-6-7, at 3. Finally, where certificate transfer will enhance competition, the presumption in favor of approval is particularly strong. “Congress’ decision to deregulate the airline indus try means that we should not delay market transactions ... and that we should not lightly impos e restrictions or other conditions on such transfers.” Federal Express-Flying Tigers , Order 89-3-21, at 14.

New GIA Will Maintain the Current Operations
17. New GIA will continue to operate as GIA had operate d prior to the Bankruptcy Filing. The operations will entail a co ntinuity of operations, including: (1) the same aircraft type (Beechcraft B1900D) previously o perated by GIA; (2) oversight by the same FAA FSDO that supervised GIA’s operations; (3) the continued use of the “Gulfstream
International Airlines” name in commuter air carrie r operations; (4) the same training and maintenance manuals used by GIA; (5) New GIA’s full -time employment of the same five key FAA management and technical personnel (as set forth in 14 C.F.R. § 119.65(a)) employed by GIA in identical capacities; and (6) Ne w GIA’s fulltime employment of all key GIA personnel.Joint Application of Gulfstream International Group , Inc. and

VPAA Co. for Transfer of Commuter Air Carrier Autho rity Page 8
18. Additionally, New GIA will acquire substantially al l of GIA’s assets, including the Purchased Assets.

Transfer Of The Certificates Is In The Public Inter est 19. Approval of the transfer of GIA’s certificate to Ne w GIA will expand competition in the airline industry, provide passen gers with additional choices and provide many otherwise un-served communities with passenger air service. The transfer will also ensure continued employment of 502 dedicated and ex perienced GIA aviation professionals currently employed at the Company.
20. Additionally, the transfer will strengthen the trad e position of the United States by providing another carrier to operate dome stic and foreign routes, such as the Caribbean tourism aviation market. The emerging ca rrier will continue to operate in Essential Air Service (“EAS”) markets.

New GIA Is Fit, Willing, And Able To Provide Air Tr ansportation
21. In accordance with 14 C.F.R. § 204.3 and the Depart ment’s economic regulations, VPAA submits the following information to establish New GIA’s fitness to engage commuter air carrier operations:
22. The applicant’s full name is VPAA Co. d/b/a Gulfstr eam International Airlines. Following the closing of the Sale, New GIA’s addresses will be 3201 Griffin Road, 4th Floor, Fort Lauderdale, FL 33312, and its telephone number will be (954) 985- 1500. 14 C.F.R. § 204.3(a).
23. VPAA Co. is a Delaware corporation. 14 C.F.R. § 204 .3 (b) and (c). Its certificate of good standing is attached hereto as Exhibit D . 14 C.F.R. § 204.3(d).Joint Application of Gulfstream International Group , Inc. and

VPAA Co. for Transfer of Commuter Air Carrier Autho rity Page 9
24. An affidavit setting forth New GIA’s United States citizenship is attached
hereto as Exhibit E . 14 C.F.R. § 204.3(e). New GIA’s mission-critical individuals, including key personnel under 14 C.F.R. § 204.3(f)(1), are li sted below. Resumes of officers and directors, summarizing their experience and experti se, are attached hereto as Exhibit F . 14 C.F.R. § 204.3(f)(2). 25. The address for all officers and directors is 3201 Griffin Road, 4th Floor, Fort Lauderdale, FL 33312.
26. New GIA’s key personnel are highly seasoned aviatio n professionals with extensive relevant experience, and all key technica l personnel meet the qualifications for their respective positions as set forth in sections 119.65 and 119.67 of the Federal Aviation Regulations. In sum, New GIA’s key personnel are a bundantly qualified and have positive compliance dispositions. New GIA’s Management David S. Hackett, President and Chief Executive Off icer Mr. Hackett’s extensive aviation career spans more than 20 years. He started in the industry with Continental in 1985, where he eventually serve d as Director, Financial Planning and Analysis. From January 2002 to June 2003, he serve d as a Financial and Strategic Consultant of Newgate Associates, LLC. Mr. Hackett has been Chief Executive Officer and President of Gulfstream International Group Inc. si nce March 14, 2006 and has been its Interim Chief Financial Officer since November 15, 2010. Mr. Hackett has also been President of Gulfstream International Airlines, Inc ., a subsidiary of Gulfstream International Group Inc., since June 2003. Additionally, Mr. Hac kett serves as Director of the Regional Airline Association. Philip S. Le Fevre, Director of Operations Mr. Le Fevre has nearly 19 years experience in the aviation industry beginning with a brief stint with Gulfstream International Airlines in May of 1992 as a First Officer for the summer. From August 1992 to August 1993, he worked as a pil ot for Flight International operating Department of Defense contracts with a Secret secur ity clearance. He started working for Gulfstream International Airlines in January of 199 6 as a Simulator Instructor in the Training Department. He accumulated over 8,000 hours of fli ght time and operated both the BE-1900 and EMB-120. Mr. Philip S. Le Fevre is now Vice Pr esident and Director of FlightJoint Application of Gulfstream International Group , Inc. and

VPAA Co. for Transfer of Commuter Air Carrier Autho rity Page 10 Operations, and he has held that position since Mar ch of 2009. Prior to becoming Vice President of Flight Operations, he was Vice Preside nt of Training and Flight Standards from January 2006 until March 2008. Other positions in the Training department he held beginning in January 1998 include Ground Instructor , Flight Instructor, Line Check Airman, Proficiency Check Airman and Aircrew Program Design ee. He remained active in the Training Department until he accepted the position of Vice President of Flight Operations. Timothy S. Murphy, Director of Maintenance Mr. Murphy has approximately 12 years of aviation e xperience. He was educated at the Aviation Institute of BCC (Broward Community Colleg e) where he received his Airframe & Powerplant license. He worked for Gulfstream Inter national Airlines from March 1999 until August 2009, holding such positions as Mechanic, Le ad Mechanic, Supervisor, and PBI Line Maintenance Manager (Autec Project). He also worke d as an Airworthiness Release Authority, RII Inspection Authority and Parts Recei ving Authority. He worked for General Dynamics Aviation Services from August 2009 until M arch 2010 as a Senior Technician working on Gulfstream IV, V, 450, 550 as well as th e G200, G100, Astra and G150. He returned to Gulfstream International Airlines in Ma rch 2010 to fill the position of Production Manager and took over as Director of Maintenance in December 2010. Christopher J. Eason, Chief Pilot Christopher Eason has been in the aviation industry for more than 15 years. He held management positions including System Chief Pilot, Director of Line Flying and Pilot in Command at Gulfstream International Airlines for mo re than 10 years. Chris had responsibility for customer service and lead dispat cher for Pan Am Express and other lead roles at People’s Express. He possesses a Bachelor ’s Degree in aviation management from the Florida Institute of Technology. His certifica tions and rating include Commercial Privileges Single Airplane Engines Land; FCC Restri cted Radiotelephone Operator Permit and FAA First Class Medical Certificate (issued wit h no limitations). Mr. Eason’s specialized skills include strong union negotiation s, leadership and communication. Leon Knight, Director of Quality Control/Chief Insp ector Mr. Knight has approximately 22 years of aviation e xperience. He was educated at Embry Riddle Aeronautical University (Daytona Beach Campu s) and worked for two years at Continental Airlines based at La Guardia Airport. Thereafter, he worked on FAR Part 135 aerobatic aircrafts. Mr. Knight has been employed for the last 16 years with Gulfstream International Airlines, holding such positions as A & P mechanic, Mechanic Supervisor, Inspector, Maintenance Controller, Maintenance Plan ner, Production Manager, for six years, Director of Maintenance, and for two years, Directo r of Quality control. Craig P. Attell, Director of Safety Craig P. Attell from Rockville Centre, New York has been both Vice President Director of Safety and FAR 119.65 Director of Safety. He was A dministrator of an Aviation Safety Action Program for Dispatch, Maintenance, and Pilot employee groups using WBAT. He also implemented a Safety Management System and adm inisters an Internal Evaluation Program, Emergency Response, Monitor CASS program. He is the main point of contact forJoint Application of Gulfstream International Group , Inc. and

VPAA Co. for Transfer of Commuter Air Carrier Autho rity Page 11 the code share partner as well as the Department of Defense quality assurance program and Director of Safety. He is a current and qualified Pilot in Command in the BE1900D as well as EMB-120 and LR JET. He also holds experience as a Ground/Simulator Instructor, Line/Proficiency Check airman, and FAA Aircrew Prog ram Designee. F. Darrell Richardson, Chief Restructuring Officer Mr. Richardson has over 40 years of experience in t he transportation and aviation industry where he has served in several senior executive pos itions. Mr. Richardson started his career in 1968 with Piedmont Airlines. He was later recru ited by Continental Airlines. There he served on the consolidation team that created Conti nental Express. In the early 1990’s Phoenix Airlines Services engaged Mr. Richardson as Vice President initially and later, Senior Vice President of Operations. In late 1995 Mesaba Airlines selected Mr. Richardson to serve as Chief Operating Officer. He also serve d as Executive Vice President of Piedmont Hawthorne Aviation starting in 1999. This position lead to his service as President and CEO of Pace Airlines until early 2005. Mr. Richardson worked as a consultant to the aviation industry for about five years until InterIsland Avi ation Services Group appointed him Chief Executive Officer in 2010. Mr. Richardson’s educat ion includes a MBA in International Business & Finance from the University of Miami at Coral Gables, Florida. He is a past member of the President’s Council of the Regional A irline Association and past board member of the National Air Carrier Association. Chief Financial Officer, Vacant A chart illustrating the positions and offices wit hin New GIA, depicting which positions and functions report to whom, is attached hereto on Exhibit G

.

New GIA’s Board of Directors Matthew Ray, Chairman Mr. Ray is a Partner and Co-founder of Victory Park . Previously, he was a member of the Solutions Group at Magnetar Capital where he focuse d on direct financings to small cap and lower middle market companies. Prior to joining Ma gnetar Capital, Mr. Ray was on the Structured Investments team at Banc of America Secu rities where he focused on leveraged fund-linked transactions. Prior to Banc of America , he held various corporate and investment banking positions at SG Cowen where he s pecialized in leveraged corporate transactions. Mr. Ray received a B.S. in Finance f rom the Kelley School of Business at Indiana University. Mr. Ray currently serves as th e Chairman of the Board of Directors of Global Employment Solutions, Victory Park Resources , and Ascent Aviation Services where he previously served as the interim Chief Executive Officer. Mr. Ray is also a member of the Board of Directors of Quality Oil Company. Additio nally, Mr. Ray represents Victory Park Capital on the Board of Directors of the Commercial Finance Association. He is a member of the Turnaround Management Association and Americ an Bankruptcy Institute.Joint Application of Gulfstream International Group , Inc. and

VPAA Co. for Transfer of Commuter Air Carrier Autho rity Page 12 Richard Levy, Director Mr. Levy is the Managing Partner and Founder of Vic tory Park. Previously, he was a Portfolio Manager and Co-Head of the Solutions Grou p and Head of the Small Cap Structured Products Group at Magnetar Capital. Mr. Levy was also a member of the Magnetar Investment Committee. Prior to joining Ma gnetar, he was the Co-Founder and Managing Partner at Crestview Capital Partners. Wh ile at Crestview, Mr. Levy also cofounded the Crestview Collateralized Debt Fund LLC, now known as White Cap Advisors, a $500 million specialty lending fund. He received a B.A. in Political Science from The Ohio State University, a J.D. from the Chicago Kent Law School and an M.B.A. from the Stuart School of Business at the Illinois Institute of Tec hnology. Mr. Levy is a member of the Illinois Bar. Mr. Levy currently serves as the Cha irman of the Board of Directors of Unigene Laboratories, Inc. and is a member of the Board of Directors of New Trier Merchant Partners, College Bound Opportunities (a non-profit charity), Victory Park Resources, Global Employment Solutions and Ascent Aviation Services. Charles Asfour, Director Mr. Asfour is an Investment Professional at Victory Park. Previously, he founded Blackbird Management Group, an operationally oriented private investment firm. Prior to founding Blackbird, Mr. Asfour worked at Code Hennessy & Sim mons, a middle market private equity firm. Mr. Asfour also worked in the Global Mergers & Acquisitions Investment Banking Group at J.P. Morgan. He received a B.S. in Financ e and Accounting from the Kelley School of Business at Indiana University.
27. The Funds hold 100 percent of New GIA’s issued and outstanding common
stock. The Funds are citizens of the United States . The General Partner, who controls the Funds, is also a citizen of the United States. Fur thermore, the VPC Partners, who own and control the General Partner, are citizens of the Un ited States. 14 C.F.R. § 204.3(f)(3).
28. All of New GIA’s key personnel are citizens of the United States within the meaning of 49 U.S.C. § 40102(a)(15)(c). 14 C.F.R. § 204.3(f)(4).
29. Resumes and biographies for key personnel are attac hed hereto as Exhibit H

. 14 C.F.R. § 204.3(f)(5).
30. The table below outlines a list of all persons havi ng a substantial interest in the applicant. Such list includes: (1) each person ’s name, address and citizenship; and (2) the number of shares of the applicant's voting stock he ld by each such person and theJoint Application of Gulfstream International Group , Inc. and

VPAA Co. for Transfer of Commuter Air Carrier Autho rity Page 13 corresponding percentage of the total number of suc h shares issued and outstanding. 14 C.F.R. § 204.3(g)(1) and (g)(2).
Name Address Citizenship Ownership Victory Park Credit Opportunities, L.P. 227 W. Monroe Street, Suite 3900, Chicago, IL 60606 U.S. 25%

VPC Fund II, L.P. 227 W. Monroe Street, Suite 3900, Chicago, IL 60606 U.S. 75%

Victory Park GP, LLC 227 W. Monroe Street, Suite 3900, Chicago, IL 60606 U.S. None

Victory Park GP II, LLC 227 W. Monroe Street, Suite 3900, Chicago, IL 60606 U.S. None
Victory Park Capital Advisors, LLC 227 W. Monroe Street, Suite 3900, Chicago, IL 60606 U.S. None

Jacob Capital, LLC 227 W. Monroe Street, Suite 3900, Chicago, IL 60606 U.S. None

Richard Levy 227 W. Monroe Street, Suite 3900, Chicago, IL 60606 U.S. None

Matthew Ray 227 W. Monroe Street, Suite 3900, Chicago, IL 60606 U.S. None

Brendan Carroll 227 W. Monroe Street, Suite 3900, Chicago, IL 60606 U.S. None

31. No person or subsidiary of a person holding a subst antial interest in New GIA has ever been: (i) an air carrier, foreign air carr ier, or common carrier; (ii) substantially engaged in the business of aeronautics; (iii) an of ficer or director of any such entity; or (iv) aJoint Application of Gulfstream International Group , Inc. and

VPAA Co. for Transfer of Commuter Air Carrier Autho rity Page 14 holder of more than 10 percent or more of total out standing voting stock of any such entity. 14 C.F.R. § 204.3(g)(4)
32. New GIA does not have any subsidiaries. 14 C.F.R. § 204.3(h).
33. New GIA does not have any shares of stock in, or co ntrol of, any air carrier, foreign air carrier, common carrier, or person subs tantially engaged in the business of aeronautics. 14 C.F.R. § 204.3(i) and (j).
34. New GIA is a newly formed entity and has not been e ngaged in business during the three (3) years immediately preceding th is application. 14 C.F.R. § 204.2(k). 35. No actions or outstanding judgments exist for more than $5,000 against either New GIA or any relevant corporation, key personnel employed by any relevant corporation, or person having a substantial interest in any rele vant corporation. 14 C.F.R. § 204.3(l).
36. No actions or outstanding judgments exist for less than $5,000 against New GIA or any relevant corporation, key personnel empl oyed by any relevant corporation, or person having a substantial interest in any relevan t corporation. 14 C.F.R. § 204.3(m).
37. New GIA’s aircraft fleet will be comprised of twent y-three (23) Beechcraft 1900D. Upon receipt of DOT and FAA approvals, New GIA will purchase the Raytheon Aircraft. The funds for the acquisition will be pr ovided by the Funds. A description of New GIA’s fleet of aircraft, including the number of ea ch type of aircraft owned, leased and to be purchased or leased is attached hereto as Exhibit I . 14 204.3(n)(1), (n)(2), and (n)(3).
38. A sworn affidavit stating that the leased aircraft have been certified by the FAA and currently comply with FAA safety standards is attached hereto as Exhibit J . 14 C.F.R. § 204.3(n)(3).Joint Application of Gulfstream International Group , Inc. and

VPAA Co. for Transfer of Commuter Air Carrier Autho rity Page 15
39. New GIA is not aware of any pending investigations, enforcement actions, or formal complaints filed by DOT or FAA regarding com pliance with the Federal Aviation Act or orders, rules, regulations, or requirements issu ed pursuant to the Federal Aviation Act, against New GIA or any relevant corporations, perso nnel employed (or to be employed) by any relevant corporation, or person having a substa ntial interest in any relevant corporation. 14 C.F.R. § 204.3(o).
40. During the last 10 years, no charges of unfair or d eceptive or anticompetitive business practices, nor of fraud, felony, nor antit rust violation, have been brought against New GIA, nor any relevant corporation, nor person h aving a substantial interest in any relevant corporation, nor person having a substanti al interest in any relevant corporation, nor key personnel employed (nor to be employed) by any relevant corporation. 14 C.F.R. § 204.3(p).
41. Neither New GIA, its personnel, nor any relevant co rporation has experienced any aircraft accidents or incidents (as defined und er 49 C.F.R. § 830.2) at any time prior to this application. 14 C.F.R. § 204.3(q).
42. As previously stated, VPAA is a newly formed entity . 14 C.F.R. § 204.3(r).
43. New GIA does not currently possess Federal or State authorities for air transportation operations. The local FAA office and personnel responsible for processing the FAA authority required to conduct the proposed oper ations are the same office and personnel responsible for overseeing GIA’s air carr ier certificate and operations: Rosendo M. Rigau, Aviation Safety Inspector and Principal O perations Inspector, South Florida FSDO, CMO-29, 2895 SW, 145 th Avenue, Suite 291, Miramar, FL 33027, office (954) 641- 6610, facsimile (954) 641-6530, mobile (954) 662-78 45, Rosendo.m.rigau@faa.gov. AllJoint Application of Gulfstream International Group , Inc. and

VPAA Co. for Transfer of Commuter Air Carrier Autho rity Page 16 five of the former GIA management and technical per sonnel set forth in 14 C.F.R. § 119.65(a) will hold the same positions at New GIA. 14 C.F.R. § 204.3(s).
44. New GIA has not previously provided air transportat ion. New GIA plans to perform the same commuter air carrier operations as did GIA, and operate nonscheduled charter service between points in the United States , as well as a point or points in the United States and a foreign point or points. 14 C.F.R. § 204.3(t). 45. New GIA proposes to use its aircraft for commuter a ir carrier operations domestically and international Caribbean flights, a s well as foreign charter operations, including flights to Cuba consistent with the appli cable U.S. licenses and approvals. A
forecast balance sheet and forecast income sheet fo r the first year ending after operations is
attached as Exhibit K . 14 C.F.R. § 204.3(t)(1) and (t)(2). Forecasts ha ve been prepared on a
cash-accrual basis.
46. New GIA meets the Department’s financial fitness te st. By way of background, New GIA’s first year operating expenses related to the Part 121 scheduled passenger service operations are expected to be app roximately $52.8 million. One quarter of this amount is $13.2 million. Pre-operating expens es related to the acquisition are estimated to be approximately $23.6 million. However, $18.7 million of this amount has already been paid by New GIA pursuant to Bankruptcy Court order, resulting in a remaining balance of approximately $4.9 million to be funded as part of the acquisition (the “Remaining Acquisition Expenses”). The amount of capital avai lable to New GIA far exceeds the Remaining Acquisition Expenses and the requirements of the DOT. In particular, financing available to New GIA at the time of the closing of the acquisition will be approximately $29.4 million, consisting of approximately $7.2 mil lion of cash currently deposited in ourJoint Application of Gulfstream International Group , Inc. and

VPAA Co. for Transfer of Commuter Air Carrier Autho rity Page 17 bank accounts and approximately $22.2 million of un called capital commitments from our investors. Accordingly, New GIA will have a cushi on of approximately $24.5 million after satisfying the Remaining Acquisition Expenses, sati sfying the DOT requirement.
47. Verification of financing available or paid into Ne w GIA at the time of the Sale Closing. Account numbers have been redacted. Exhibit L

. 48. An executed OST Form 4523 is attached hereto as Exhibit M . 14 C.F.R. § 204.3(u).
49. New GIA is covered under Continental’s Family Assis tance Plan, which has
been filed with the NTSB. Exhibit N

. 50. The required certification under 204.3(v) is attach ed hereto as Exhibit O

.

New GIA is Fit, Willing, And Able To Provide EAS 51. In accordance with 14 C.F.R. § 204.4 and the Depart ment’s economic regulations, VPAA submits the following information to establish New GIA’s fitness to continue to perform EAS operations. 52. GIA’s previously filed the information required to provide EAS with the Department pursuant to Order: 2010-6-25, on June 29 , 2010, and the Department found GIA fit, willing, and able to provide reliable service when it selected GIA to provide EAS at Parkersburg, West Virginia/Marietta Ohio, for a two -year period beginning when the carrier inaugurates full EAS through the end of the 24 th month 2 thereafter.

2 Essential Air Service at Beckley, West Virginia (D ocket DOT-OST-1997-2761); Clarksburg/Fairmont, West Virginia (Docket DOT-OST- 2005-20736); Morgantown, West Virginia (Docket DOT-OST-2005-20735), Parkersburg, West Virginia/Marietta, Ohio (Docket DOT-OST-2005-20734) under 49 U.S.C. 41731 et seq ., Order Selecting Carriers , Order 2010-6-25, June 29, 2010.Joint Application of Gulfstream International Group , Inc. and

VPAA Co. for Transfer of Commuter Air Carrier Autho rity Page 18 53. GIA’s also filed the information required to provid e EAS with the Department pursuant to DOT Order: 2010-9-12, on September 9, 2 010 and the Department found GIA fit, willing, and able to provide reliable service when it re-selected GIA to provide EAS at Bradford, DuBois, and Oil City/Franklin, Pennsylvan ia, and Jamestown, New York from October 1, 2010, through September 30, 2012. 3

54. On December 17, 2010, GIA filed the information req uired to provide EAS Essential Air Service at Muscle Shoals, Alabama pur suant to Docket No. OST-2000-7856, , wherein GIA explained that it was fit, willing, and able to provide reliable EAS, 4 and on March 18, 2011, the Department selected Gulfstream to provide the EAS for a 24 month period. 5

55. On January 6, 2011, GIA also submitted an applicati on to perform EAS at Marion/Herrin, Illinois, pursuant to Order No. OST- 2001-7881, wherein GIA explained that it was fit, willing, and able to provide reliable E AS. 6

56. On January 31, 2011, the Department again found GIA fit, willing, and able to provide reliable service when it selected GIA to pr ovide EAS at Glasgow, Glendive, Havre.

3 Essential Air Service at Bradford, Pennsylvania (D ocket DOT-OST-2003-14528); DuBois, Pennsylvania (Docket DOT-OST-2004-17617); Oil City/ Franklin, Pennsylvania (Docket DOT-OST-1997-2523); and Jamestown, New York (Docket DOT-OST-2003-14950) under 49 U.S.C. 41731 et seq . DOT Order: 2010-9-12, Order Selecting Carrier , Sept. 9, 2010. 4 Essential Air Service at Muscle Shoals, Alabama un der 49 U.S.C. § 41731 et seq. , Gulfstream International Airlines Proposal to Provi de Subsidized Air Service at Muscle Shoals, Alabama , OST-2000-7856, December 17, 2010. 5 Essential Air Service at Muscle Shoals, Alabama un der 49 U.S.C. § 41731 et seq. , Order Selecting Carrier , OST-2000-7856, March 18, 2011. 6 Essential Air Service at Marion/Herrin, Illinois u nder 49 U.S.C. § 41731 et seq. , Gulfstream International Airlines Proposal to Provide Subsidiz ed Air Service at Marion/Herrin, Illinois , OST-2000-7881, January 6, 2011.Joint Application of Gulfstream International Group , Inc. and

VPAA Co. for Transfer of Commuter Air Carrier Autho rity Page 19 Lewistown, Miles City, Sidney and Wolf Point, Monta na, for a two-year period beginning when the carrier inaugurates full EAS at all seven communities. 7

57. New GIA does not intend to make any changes to its EAS operations and, therefore, submits that it will remain und GIA fit, willing, and able to provide reliable service following the transfer of GIA’s assets to New GIA. Conclusion New GIA is a U.S. citizen and is fit, willing, and able to provide air transportation as a commuter air carrier. Additionally, the continua tion of GIA’s operations will provide enhanced competition and jobs, as well as significa nt consumer benefits to the traveling public and EAS communities. As the Parties have de monstrated, transfer of GIA’s commuter air carrier authority to New GIA is in the public interest under 49 U.S.C. § 41738. WHEREFORE, for the forgoing reasons, the Parties r espectfully submit that New GIA meets the Department’s citizenship and fitness requirements, and request the Department transfer to New GIA the interstate certi ficate of public convenience and necessity held by GIA. Respectfully submitted,
For VPAA Co.
/S/ David M. Hernandez

______________________________ David M. Hernandez Shareholder VEDDER PRICE P.C. For Gulfstream International Group, Inc.:
/S/ David F. Hackett

________________________________ David F. Hackett President and Chief Executive Officer Gulfstream International Group, Inc.

7 Essential Air Service at Glasgow, Montana; Glendiv e, Montana; Havre, Montana, Lewistown, Montana; Miles City, Montana; Sidney, Mo ntana; Wolf Point, Montana, Docket DOT-OST-1997-2605, under 49 U.S.C. 41731 et seq. Order Selecting Carrier and Setting Final Subsidy Rates , Jan. 31, 2011.Joint Application of Gulfstream International Group , Inc. and

VPAA Co. for Transfer of Commuter Air Carrier Autho rity Page 20 1401 I Street NW, Suite 1100 Washington, DC 20005 (202) 312-3340 dhernandez@vedderprice.com 3201 Griffin Road 4th Floor Fort Lauderdale, FL 33312 (954) 985-1500 dhacke@gulfstreamair.comCERTIFICATE OF SERVICE I, Cristina Richards, hereby certify that I have, t his, the 22nd day of March 2011, caused a true copy of the foregoing Joint Applicat ion to be served on the following Parties via electronic mail:
Name Organization Address Jeffrey Manley United jeffrey.manley@united.com
R. Bruce Keiner Crowell and Moring LLP (Continental) rbkeiner@crowell.com
Gerald Murphy Crowell and Moring LLP (Continental) gmurphy@crowell.com
Clay Moritz Office of Airline Information DOT/RSPA/BTS E-36 clay.moritz@dot.gov

Bernard Stankus Office of Airline Information DOT/RSPA/BTS E-36 bernard.stankus@dot.gov
Peter Lynch FAA Asst. Chief Counsel for Enforcement peter.lynch@faa.gov

William J. Weber FAA Certification Section Manager, AFS-900 w.jeff.weber@faa.gov
Rosendo M. Rigau South Florida FSDO rosendo.m.rigau @faa.gov

Edward M. DaSilva South Florida FSDO edward.m.dasil va@faa.gov

/S/ Cristina Richards
Cristina RichardsLIST OF EXHIBITS

Exhibit Title Page Number A Bankruptcy Court Order Approving Sale B Asset Purchase Agreement

C Gulfstream International Airways, Inc.

Commuter Air Carrier Authority D VPAA Co. Certificate of Good Standing E Citizenship Affidavit
F Resumes of Officers and Directors G Personnel Organizational Chart H Resumes of Key Personnel I Fleet Description J Affidavit of Safety Compliance

K Forecast Balance Sheet and Forecast Income

Sheet L Financing Verification
M Form OST 4523 N Family Assistance Plan
O Certification StatementsExhibit A Bankruptcy Court Order Approving Sale

(Please See Attached)**{FT744479;1} UNITED STATES BANKRUPTCY COURT**  **SOUTHERN DISTRICT OF FLORIDA FORT LAUDERDALE DIVISION**  www.flsb.uscourts.gov

**In re: GULFSTREAM INTERNATIONAL**  **GROUP, INC., et al., 1** 

**Debtors. Chapter 11 Cases**  **Case No. 10-44131-JKO Jointly Administered** 

ORDER PURSUANT TO 11 U.S.C. §§ 105, 363 AND 365 OF THE BANKRUPTCY CODE (A) APPROVING THE SALE OF SUBSTANTIALLY ALL OF THE ASSETS OF THE DEBTORS FREE AND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES AND INTERESTS; (B) APPROVING THE ASSUMPTION AND ASSIGNMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES; AND

(C) GRANTING RELATED RELIEF **THIS CAUSE came before the Court on January 7, 2011 at 1:30 p.m. (the "** Sale Hearing **") upon the** Emergency Motion For Orders Pursuant To 11 U.S.C. Sections 105, 363 And 365 And Fed. R. Bankr. P. 2002, 6004, 6006 And 9014 (A) Approving (I) Bidding

**1 The address of each of the Debtors is 3201 Griffin Road, 4th Floor, Fort Lauderdale, FL 33312; and the last four**  **digits of the taxpayer identification number of each of the Debtors follows in parenthesis: (i) Gulfstream International Group, Inc. (3956); (ii) Gulfstream International Airlines, Inc. (1720); (iii) Gulfstream Training**  **Academy, Inc. (5843); (iv) GIA Holdings Corp., Inc. (9548); and (v) Gulfstream Connection, Inc. (1208). (The Debtors’ cases shall collectively be referred to as the “**  Chapter 11 Cases **”.)** 

### ORDERED in the Southern District of Florida on January 20, 2011.

John K. Olson, Judge United States Bankruptcy Court



### _____________________________________________________________________________ Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 1 of 93Procedures, (II) Form And Manner Of Sale Notices, And (III) Sale Hearing Date And (B)

Authorizing And Approving (I) Sale Of A Portion Of Or Substantially All Of The Debtors Assets Free And Clear Of Certain Liens, Claims, And Encumbrances, And (II) Assumption And Assignment Of Executory Contracts And Unexpired Leases **[D.E. #98] (the “** Sale Motion **”), SAH-VUL Strategic Partners I, LLC’s**  Objection to the Sale of the Debtors’ Assets to Victory Park Capital Advisors **(the “** SAH-VUL Objection **”) [D.E. #292], the Joinder to the** SAH-VUL Objection by Taglich Brothers, Inc. **(the “** Taglich Joinder **”) [D.E. #293], and pursuant to paragraph 7 of the**  Order Granting Debtors’ Amended Emergency Motion for Orders Pursuant To 11 U.S.C. 105, 363 And 365 And Fed. R. Bankr. P. 2002, 6004, 6006 And 9014 (A) Approving (I) Bidding Procedures, (II) Form And Manner Of Sale Notices, And (III) Sale Hearing Date And (B) Authorizing And Approving (I) Sale Of A Portion Of Or Substantially All Of The Debtors’ Assets Free And Clear Of Certain Liens, Claims, And Encumbrances, and (II) Assumption And Assignment Of Executory Contracts And Unexpired Leases **[D.E. #213] (the**

**“** Bid Procedures Order **”) and the Court’s Order Setting Hearing [D.E. #288]. Upon the evidence**  **2 submitted at the Sale Hearing in support of the approval of the sale of the Assets (as**  **defined below) 3**  **and the assumption and assignment of the RACC Agreements (as defined in paragraph I of the Bid Procedures Order) to VPAA Co. or its nominee (the “**  Purchaser **”) as contemplated herein (the “**  Sale **”); due and proper notice of the Sale and the Sale Hearing having been given to all parties entitled thereto, as evidenced by the certificates of service on file with**  **the Court, and with the Sale Hearing having been held on January 7, 2011 to consider the**

**2 The evidence introduced at the hearing includes, but is not limited to: (i) the testimony of witnesses introduced by**  **the Debtors, Victory Park, and SAH-VUL; (ii) the exhibits admitted on behalf of the Debtors; (iii) the exhibits admitted on behalf of Victory Park; and (iv) the exhibits admitted on behalf of SAH-VUL.** 

**3 Except as may otherwise be specifically set forth or defined herein, all capitalized terms shall have the meanings**  **ascribed to them in the Bid Procedures Order or, if not defined in the Bid Procedures Order, the APA (as defined below).**  Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 2 of 93**approval of the Sale Motion, at which time all parties in interest were afforded an opportunity to**

**be heard, and upon all of the proceedings had before the Court in these cases, of which the Court takes judicial notice, and the evidence received in connection with the Debtors’ efforts to**  **confirm the Sale described herein;**
NOW THEREFORE **, upon consideration of the Sale Motion, the proposed Sale of the Assets outside of the ordinary course of the Debtors' business to Purchaser pursuant to 11 U.S.C.**  **§ 363(b), a review of the Court files, the arguments and presentation of counsel, a review of all of the evidence proffered or adduced at, objections filed in connection with, and the arguments**  **made at the Sale Hearing, the Court having carefully examined the demeanor and candor of the witnesses proffered at the Sale Hearing giving rise to this Order, and with the Court otherwise**  **being duly advised in the premise, good cause appearing therefor;**
IT IS FOUND AND DETERMINED 4 THAT: **1. This Court has jurisdiction to hear and adjudicate the Sale Motion pursuant to 28 U.S.C. §§ 157 and 1334.**  **2. On November 4, 2010, the Debtors filed voluntary petitions for relief under Chapter 11, title 11, United States Code, 11 U.S.C. §§ 101-1532 (the “**  Bankruptcy Code **”). 3. On November 19, 2010, the Committee was appointed by the Office of the United** 
**States Trustee. 4. Determination of the Sale Motion is a core proceeding under 28 U.S.C.**  **§§ 157(b)(2)(A) and (N). Venue of these cases and the Sale Motion in this District is proper under 28 U.S.C. §§ 1408 and 1409. The statutory predicates for the relief requested herein are** 

**4 Findings of fact shall be construed as conclusions of law,**  **and conclusions of law shall be construed as findings of fact, pursuant to Bankruptcy Rule 7052.**  See Grand Union Co. **, 2000 Bankr. Lexis 1710 (Bankr. N.J. 2000) and** In re American Family Enterprises, Inc. **, 265 B.R. 377 (Bankr. N.J. 2000).**

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 3 of 93**sections 105, 363 and 365 of the Bankruptcy Code, and Federal Rules of Bankruptcy Procedure (the**

**“** Bankruptcy Rules **”) 2002, 6004, 6006 and 9014. 5. Notwithstanding Bankruptcy Rules 6004(g) and 6006(d), the parties may**  **consummate the transactions provided for under the terms and conditions of the asset purchase agreement, substantially in the form attached hereto as Exhibit “A” (as may be amended,**  **supplemented or otherwise modified in accordance with this Order from time to time, the “** APA **”) immediately upon entry of this Order.**  **6. Proper, timely, adequate and sufficient notice of the Sale Motion, the Bid Procedures Order, the Sale, the Sale Hearing, the Auction, and the transactions contemplated thereby have been**  **provided in accordance with Section 102(1) of the Bankruptcy Code, Bankruptcy Rules 2002 and 6004 and the Bid Procedures Order, and no other or further notice of the Sale Motion, the hearing**  **held on December 6, 2010 on the Bid Procedures, the Sale or the transactions contemplated thereby, the Sale Hearing or the entry of this Order is required. The solicitations by the Debtors and their**  **advisors 5**  **in connection with the Sale of the Assets and the assumption and assignment of the RACC Agreements were adequate and reasonable under the circumstances of these cases to obtain**  **the highest and best price for the Assets. 7. On or about December 21, 2010, the Debtors served by CM/ECF (or by pre-paid**  **first class U.S. Mail, as may be the case) a copy of the Bid Procedures Order upon: (a) all parties who claimed an interests in or liens upon the Assets; (b) all parties on the Master Service List;**  **(c) all entities solicited for an expression of interest or that had expressed interest in the Assets; (d) all governmental authorities who have or as a result of the Sale of the Assets may have claims,**  **contingent or otherwise, against the Debtors or any one of them; and (e) to the extent not included**

**5 Although Cassel Salpeter ("CS") originally was retained as**  **the Junior Lenders' financial advisor, the Junior Lenders, the Debtors, and the Committee agreed that CS would serve as investment banker in connection with the**  **Sale of the Debtors' assets.**

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 4 of 93**on the Master Service List, all creditors and parties who have filed notices of appearance in this**

**case.** See Certificate of Service of The Garden City Group, Inc. **[D.E. #249]. A reasonable and proper opportunity to object or to be heard regarding the Bid Procedures, the Auction, the Sale and**  **the Sale Hearing as presented in the Bid Procedures Order has been afforded to all persons and entities as set forth hereinabove.**  **8. As demonstrated by: (a) the testimony and other evidence proffered at the Sale Hearing; and (b) the representations of counsel made on the record at the Sale Hearing, the Debtors**  **have adequately marketed the Assets and conducted the sale process in compliance with the Bid Procedures Order, and in a manner that was non-collusive, substantively and procedurally fair to all**  **interested parties, and commercially reasonable. 9. The Debtors: (a) have full power and authority to execute the deeds, bills of sale and**  **all other documents contemplated thereby and as otherwise reasonably required to implement the sale transaction, and the Sale of the Assets by the Debtors and the assumption and assignment of**  **the Designated Contracts, including, without limitation, the RACC Agreements, has been duly and validly authorized by all necessary action of the Debtors; (b) have all of the power and authority**  **necessary to consummate the transactions contemplated under the Sale and this Order; and (c) have taken all action necessary to authorize and approve the Sale and the consummation by the Debtors**  **of the transactions contemplated thereby. Other than such federal government approvals as may be required in connection with the Purchaser's acquisition of the Debtors' operations and as otherwise**  **set forth herein or in the APA, no further or other consents or approvals are required to consummate the Sale and all transactions contemplated thereby.**  **10. The FAA Operating Certificates are non-transferable. The FAA may issue a new or amended operating certificate to the Purchaser only after the FAA has evaluated the Purchaser and** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 5 of 93**determined that it is properly and adequately equipped and able to conduct safe operations.**

**Moreover, the transfer of the Certificate of Public Convenience and Necessity issued by the Department of Transportation is subject to the prior approval of the Department of Transportation,**  **including without limitation, any fitness review under 14 CFR Part 204. 11. The Bid Procedures, the Sale Motion, the conduct of the Auction and the Sale**  **authorized hereby reflect the Debtors’ sound business judgment and constitute a proper exercise of the Debtors’ fiduciary duties.**  **12. The Debtors have demonstrated compelling circumstances for the Sale to the Purchaser pursuant to 11 U.S.C. § 363(b) based upon, among other things:** 

**a. Due to the Debtors’ need for additional liquidity, they cannot continue to operate in the ordinary course of business for a sufficient period of time to reorganize their**  **business other than through a sale.**

**b. Even with the continued use of cash collateral and the interim postpetition financing obtained by the Debtors pursuant to that certain Court order [D.E. #75], the Debtors**  **may not be able to operate their businesses and preserve the value of the Assets without consummating the Sale with the Purchaser. If the Sale and related transactions under the APA**  **are not approved and consummated promptly, the Debtors will exhaust the financing and cash collateral available to them, and the Debtors’ businesses will deteriorate to the point whereby the**  **Purchaser would not consummate the transactions contemplated by this Order and the APA, thereby forcing the Debtors to a liquidation that would achieve far less value for creditors than**  **the transactions contemplated by the Sale and the APA.**

**c. A sale pursuant to section 363(b) of the Bankruptcy Code is the only current viable alternative for preserving and capturing the value of the Assets and ensuring the** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 6 of 93**continuation of the Debtors’ businesses. Without the Sale, the Debtors cannot continue to**

**operate their businesses for the time required to confirm and consummate a plan of reorganization without risking an immediate and material decline in the value of their business**  **and the Assets. Thus, the only way to preserve and maximize value is to consummate the Sale and sell the Assets in the manner proposed and approved at the Sale Hearing, thereby ensuring**  **an orderly and equitable sales process and distribution of proceeds.**

**d. A sale of the Assets as a “going-concern” at this time to Purchaser will result in the highest possible purchase price therefor.**  **13. The Auction was held in accordance with the Bid Procedures Order on January 5,**
**2011. 14. The Debtors, the Purchaser, Raytheon Aircraft Credit Corporation ("**  RACC **") and their respective professionals have complied, in good faith, in all respects with the Bid Procedures**  **Order, as demonstrated by (a) the testimony and other evidence proffered or adduced at the Sale Hearing and (b) the representations of counsel made on the record at the Sale Hearing. Through**  **marketing efforts and a competitive auction process conducted in accordance with the Bid Procedures Order, the Debtors, their professionals, and CS (a) afforded interested potential**  **purchasers a full, fair and reasonable opportunity to qualify as bidders and submit their highest or otherwise best offer to purchase substantially all of the Debtors’ assets, (b) provided potential**  **purchasers, upon request, sufficient information to enable them to make an informed judgment on whether to bid on the Assets, and (c) considered any bids submitted in accordance with the Bid**  **Procedures Order. 15. As described in greater detail in the Sale Motion, RACC leases to the Debtors**  **twenty-one (21) used Beechcraft 1900D Airliners (the “** Raytheon Aircraft **“), which are owned by**

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 7 of 93**RACC. In connection with the Raytheon Aircraft, RACC and the Debtors have entered into the**

**RACC Agreements. In order to facilitate the sale process outlined in the Bid Procedures Order, RACC granted various extensions of the RACC Agreements, one of which is currently in effect**  **until January 20, 2011. In connection with the RACC Agreements, among other things, RACC has a general unsecured claim of approximately $1,838,578.31 (the “**  RACC Unsecured Claim **“) (as set forth in the Debtors’ Amended Summary of Schedules, Schedule F filed on December 21, 2010**  **as D.E. # 231, after reduction for the following cure amount) and, upon the assumption and assignment of the RACC Agreements, is entitled to a cure payment of $1,159,483.70 (the “**  RACC
Cure Amount **“) (as set forth in the Assumption Schedule attached to Debtors’ Notice of Filing Assumption Schedule, D.E. #238). As part of the Sale, as hereinafter further provided and on the**  **terms contained in this Order, RACC has agreed to the assumption by the Debtors of the RACC Agreements and the Agreed RACC Terms (as hereinafter defined) and their assignment to the**  **Purchaser (collectively, the “** RACC Assignment **”). Throughout the sale process, acting in good faith, RACC afforded all interested potential purchasers information in its possession to enable**  **them to make an informed judgment as to the acquisition of the Raytheon Aircraft and made available to all potential purchasers the same terms and conditions for the acquisition of the**  **Raytheon Aircraft as were provided to any potential purchaser, without any discrimination or preference.**  **16. Through compliance with the Bid Procedures Order, and insofar as it relates to the Raytheon Aircraft, RACC's good faith and fair dealing throughout the sale process, the Debtors**  **obtained the highest value for the Assets for their estates and their creditors. 17. The offer of the Purchaser, upon the terms and conditions set forth in the APA,**  **including the form and total consideration to be realized by the Debtors’ estates pursuant to the**

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 8 of 93**APA, (a) is the highest and best offer received by the Debtors; (b) is fair and reasonable; (c) is in**

**the best interests of the Debtors’ creditors and estates; (d) constitutes full and adequate consideration and reasonably equivalent value for the Assets; and (e) will provide a greater**  **recovery for the Debtors’ creditors and other interested parties than would be provided by liquidation of the Assets or any other practical and available alternative dispositions. The Debtors’**  **determination in consultation with the Committee that the APA constitutes the highest and best offer for the Assets is a valid and sound exercise of the Debtors’ business judgment.**  **18. Gulfstream International Acquisition Co., LLC’s final bid at the Auction was the Back-Up Bid in accordance with the Bid Procedures Order, and the Court finds that Gulfstream**  **International Acquisition Co., LLC is the Back-Up Bidder. 19. The APA and the transactions thereunder or in connection therewith, including,**  **without limitation, the RACC Assignment and the ultimate acquisition of the Raytheon Aircraft, are not being entered into to escape liability for the estates’ debts. The Debtors’ estates are unable to**  **satisfy all of the Debtors’ debts. 20. The total consideration provided by the Purchaser for the Assets is the highest and**  **best offer received by the Debtors, and the consideration delivered under the APA constitutes (a) reasonably equivalent value under the Bankruptcy Code and the Uniform Fraudulent Transfer**  **Act, (b) fair consideration under the Uniform Fraudulent Conveyance Act, and (c) under any other applicable laws of the United States, any state, territory or possession, or the District of Columbia,**  **reasonably equivalent value, fair consideration and fair value for the Assets. 21. Approval of the Sale and the transactions contemplated thereby is in the best**  **interests of the Debtors’ estates and their creditors. The Debtors have demonstrated good and sufficient business justification for consummating the Sale pursuant to section 363(b) of the** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 9 of 93**Bankruptcy Code in that, among other things: (a) the Purchaser made a substantial offer to acquire**

**the Assets and maintain the Debtors’ business operations pursuant to the Bid Procedures Order and made the same offer as other potential purchasers to acquire the Raytheon Aircraft; (b) the sale**  **process conducted by the Debtors as required by Section 363 of the Bankruptcy Code was robust, fair, open and reasonable and has permitted the Purchaser’s offer to be tested against other offers;**  **(c) the Purchaser’s offer constitutes the highest and best offer for the Assets; (d) the Sale and the closing of the transactions contemplated thereby present the best opportunity for the Debtors to**  **realize the value of the Assets; and (e) total consideration and benefits to these estates provided by the Purchaser for the purchase of the Assets exceeds what the Debtors would be able to realize in a**  **piecemeal liquidation of the Assets. 22. The Sale and the transactions contemplated thereby, including, without limitation,**  **the acquisition of the Raytheon Aircraft, were negotiated, proposed, and entered into by the Debtors ,the Purchaser and insofar as it involves or relates to the Raytheon Aircraft, RACC at arm’s length,**  **without collusion or fraud, and in good faith within the meaning of section 363(m) of the Bankruptcy Code and the sales process was conducted in accordance with the Bid Procedures**  **Order. As a result of the foregoing, the Debtors, the Purchaser, and RACC are entitled to the protections of section 363(m) of the Bankruptcy Code.**  **23. None of the Debtors, the Purchaser, RACC or any other party has engaged in any conduct that would cause or permit the Sale or any transaction executed in connection therewith to**  **be avoided under section 363(n) of the Bankruptcy Code. The Purchaser and Shelter Island Opportunity Fund, LLC ("**  Shelter Island **") have not otherwise violated section 363(n) by any action or inaction, and neither the Sale nor the transactions contemplated thereby violate the**  **provisions of section 363(n) of the Bankruptcy Code. Neither the transactions under the APA nor**

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 10 of 93**the RACC Assignment and the ultimate acquisition of the Raytheon Aircraft may be avoided or**

**subject to avoidance, recoupment or any other claim, and no damages may be assessed against the Purchaser or any other party under section 363(n) of the Bankruptcy Code or any other applicable**  **bankruptcy or non-bankruptcy law. The Court further finds that based upon the evidence and testimony presented at the Sale Hearing that Shelter Island was not a potential bidder for the**  **Debtors’ Assets as a “going-concern” and its bid was not considered at the Auction. 24. The Court further finds the Purchaser acted in good faith in all respects in**  **connection with these Chapter 11 Cases, the Sale and the transactions under the APA in that, among other things:** 

**a. the Purchaser recognized the Debtors were free to negotiate with any other party that expressed qualified interest in purchasing their assets;** 

**b. the Purchaser agreed to subject its bid to the competitive bidding procedures set forth in the Bid Procedures Order;** 

**c. neither the Purchaser nor any of its affiliates induced, caused, or required the commencement of the Chapter 11 Cases;** 

**d. all payments to be made by Purchaser and other agreements or arrangements entered into by Purchaser in connection with the APA have been disclosed;** 

**e. the negotiation and execution of the APA and all other aspects of the transactions contemplated thereby were conducted in good faith and at arms’ length; and** 

**f. the consideration to be provided by Purchaser was not controlled by an agreement among potential bidders at such sale.**  **25. The Court further finds that RACC acted in good faith in all respects in connection with these Chapter 11 Cases, the RACC Extension (as defined in the Bid Procedures Order), its** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 11 of 93**offer with respect to the Raytheon Aircraft as reflected in the “Agreed RACC Terms” that was**

**admitted as Exhibit 2 at the Sale Hearing (the “** Agreed RACC Terms **“), and its agreement, on the terms contained in this Order, to consent and agree to the RACC Assignment and to the Agreed** 
**RACC Terms. 26. Except as otherwise provided herein, upon entry of this Order and compliance with**  **the requirements to close set forth herein and in the APA, the transfer of the Debtors’ right, title, and interests in the Assets to the Purchaser is in all respects a valid, legal and effective transfer of**  **Assets to the Purchaser, under section 363(f) of the Bankruptcy Code, free and clear of all liens (as that term is defined in section 101(37) of the Bankruptcy Code), claims (as that term is defined in**  **section 101(5) of the Bankruptcy Code), interests or encumbrances of any kind or nature whatsoever, including (but not limited to) (a) liens and claims that purport to give to any party a**  **right or option to effect any forfeiture, modification, right of first refusal, or termination of the Debtors’ or the Purchaser’s interest in the Assets, or any similar rights, (b) liens and claims relating**  **to taxes arising under, out of, in connection with, or in any way relating to the operation of the Assets prior to the closing, and (c) (i) all mortgages, deeds of trust, security interests, conditional**  **sale or other title retention agreements, pledges, liens, judgments, demands, encumbrances, rights of first refusal, or charges of any kind or nature, including, but not limited to, any restriction on the**  **use, transfer, receipt of income or other exercise of any attributes of ownership, and (ii) all debts arising in any way in connection with any agreements, acts, or failures to act, of the Debtors or any**  **of the Debtors’ predecessors or affiliates, claims, obligations, liabilities, demands, guaranties, options, rights, contractual or other commitments, restrictions, interests, and matters of any kind**  **and nature, whether known or unknown, contingent or otherwise, whether arising prior to or subsequent to the commencement of these cases, and whether imposed by agreement,** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 12 of 93**understanding, law, equity or otherwise, including (but not limited to) claims otherwise arising**

**under doctrines of successor liability (collectively, “** Interests **”). Except as otherwise provided herein, all Interests shall attach to the proceeds of the Sale, in their order of priority and with the**  **same validity as if the Sale had not been consummated. 27. The Purchaser would not have entered into the Sale and would not consummate the**  **transactions contemplated thereby, thus adversely affecting the Debtors, their estates, and their creditors, if the Sale of the Assets to the Purchaser were not entirely free and clear of all Interests of**  **any kind or nature whatsoever, or if the Purchaser would, or in the future could, be liable for any of such Interests (except for Interests expressly assumed by Purchaser under APA).**  **28. The Debtors may sell the Assets entirely free and clear of all Interests of any kind or nature whatsoever because, in each case, one or more of the standards set forth in section 363(f)(1)-**  **(5) of the Bankruptcy Code has been satisfied. Specifically, each entity with a security interest in any of the Assets has consented to their sale, is deemed to have consented to their sale, or could be**  **compelled in a legal or equitable proceeding to accept a money satisfaction of such interest, holds liens subject to a bona fide dispute, or the Sale of the Assets otherwise satisfies the requirements of**  **section 363(f) of the Bankruptcy Code. To that end, those nondebtor parties with Interests in the Assets who did not object, or who withdrew their objections, to the Sale or the Sale Motion are**  **deemed to have consented to such Sale pursuant to sections 363(f)(2) and 365 of the Bankruptcy Code.**  **29. The Court finds that a bona fide dispute exists as to the secured claims asserted against the Debtors’ estates by Taglich Brothers, Inc. (on behalf of itself and/or the lenders and**  **other parties for which it acts as agent) and SAH-VUL Strategic Partners I, LLC in that such claims are subject to, without limitation, the potential of avoidance, subordination, recharacterization,** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 13 of 93**disallowance or reclassification, so that the Assets may be sold free and clear of such asserted**

**secured claims now pursuant to Section 363(f)(4) of the Bankruptcy Code without (and prior to) final determination of the disputes raised at the Sale Hearing.**  **30. The Purchaser shall not, as a result of any action taken in connection with the purchase of the Assets, be deemed to (a) be the successor of the Debtors or any one of them;**  **(b) have, de facto or otherwise, merged with or into the Debtors or any one of them, or (c) be a mere continuation or a substantial continuation of the Debtors or any one of them or for payment of**  **any benefit(s) accruing to the Debtors. 31. The relief requested in the Sale Motion, including the approval of the Sale, is in the**  **best interests of the Debtors, their estates and their creditors. The Committee has consented to the Sale.** 
SALE COMPONENTS 6 **32. The APA contemplates that the Purchaser will acquire substantially all of the Debtors’ assets (collectively, the “**  Assets **”), including without limitation: 7** 

**a. all owned or leased real property wherever situated; b. all tangible personal property;**  **c. all inventory;**

**6 In the event of any discrepancy between this Order and the APA**  **, the terms of this Order shall control. The failure specifically to include any particular provisions of the APA or any related agreements in this Order shall not**  **diminish or impair the effectiveness of such provision, it being the intent of the Court, the Debtors and the Purchaser that the APA and any related agreements are authorized and approved in their entirety. The Debtors and the**  **Purchaser may make conforming or non-substantive amendments to the APA and any related agreements prior to Closing as provided herein; provided**  **that at least three (3) Business Days prior notice of any such amendment shall be provided to counsel to the Committee and, if applicable, to RACC (insofar as it involves or relates to the**  **Raytheon Aircraft). 7**  **For avoidance of doubt, while the list of assets of the D e**  **btors to be acquired is intended to be comprehensive, the assets to be acquired, except as may be specifically excluded, include all of the assets of the Debtors.** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 14 of 93**d. all goodwill and other general intangible assets and rights of the Debtors**

**relating to their businesses, including, but not limited to, tools of the trade and business**

**processes; e. those certain executory contracts and unexpired leases to be assumed by**  **the Debtors and assigned to the Purchaser pursuant to section 365 of the Bankruptcy Code (as designated by the Purchaser in its sole discretion prior to Closing (as defined below)), including,**  **without limitation, all written or oral contracts, agreements, licenses, sublicenses, leases, subleases, mortgages, instruments, guaranties, commitments, understandings, undertakings or**  **similar arrangements, whether express or implied (collectively, the “** Designated Contracts **”). Notwithstanding the foregoing or any other provision of this Order, in accordance with this**  **Order, the Debtors are assuming the RACC Agreements and the Agreed RACC Terms and assigning them to the Purchaser (or, should circumstances require, the Back-Up Bidder), thereby**  **entitling the Purchaser to acquire the Raytheon Aircraft as contemplated by the RACC Agreements and the Agreed RACC Terms and entitling RACC to the RACC Cure Amount, and**  **the RACC Agreements are Designated Contracts; 8** 

**f. all accounts, notes or other receivables; g. all lawsuits, claims, counterclaims, deposits, prepayments, refunds,**  **abatements, causes of action, rights of recovery, rights of set off and rights of recoupment; provided**  **that the Debtors’ causes of action against any of the Debtors’ officers and directors shall be excluded from the Sale and deemed to remain with the Debtors’ estates (with the**  **exception of causes of action against David Hackett, Philip LeFevre, Timothy Murphy, Leon Knight, Craig Attel and Christopher Eason, which shall be acquired by the Purchaser); provided** 

**8 Any other executory contracts and unexpired leases to whic**  **h the Debtors are a party and which are not designated by the Purchaser as a Designated Contract shall be defined as an “**  Excluded Contract. **” See Paragraph 34.i. with respect to the treatment of the RACC Cure Amount.** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 15 of 93**further**

**that any claims, counter-claims, objections to claims against any creditor of, or party who asserts claims against, the Debtors’ estates and causes of actions arising out of sections 510, 542,**  **543, 544, 545, 546, 547, 548, 549, 550 or 553 of the Bankruptcy Code shall be excluded from the Sale and deemed to remain with the Debtors’ estates (with the exception of any claims**  **against Shelter Island, which shall be acquired by the Purchaser);**

**h. all claims, rights and interests in or to any refund, rebate, abatement or other recovery for taxes, together with any interest due thereon or penalty rebate arising**  **therefrom, for any tax period;**

**i. all accounts receivable; j. all cash and cash equivalents with the exception of the SAH-VUL**  **Carveout and the cash component of the Purchase Price;**

**k. all authorizations, franchises, approvals, consents, permits, licenses, orders, registrations, certificates, variances and similar rights obtained from any governmental**  **entity (including, without limitation, the Federal Aviation Administration (“** FAA **”) and the Department of Transportation ("**  DOT **")) and all pending applications therefor or renewals thereof, in each case to the extent transferrable to the Purchaser;** 

**l. all vehicles, furniture, fixtures and property, plant and equipment (PPE), including, without limitation, all computers, software, information management systems, aircraft**  **equipment, tooling and machinery, and technical publications and manuals;**

**m. all intellectual property and rights under and with respect to intellectual property;**  **n. all software used in the Debtors’ businesses, to the extent transferable to Purchaser;**  Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 16 of 93**o. all existing and assignable manufacturer or vendor warranties; p. all books, ledgers, files, documents, correspondence and records related to**  **the Debtors’ businesses owned by or in control of the Debtors, or any one of them (in whatever format they exist) except as otherwise provided for in the APA, including, without limitation,**  **customer lists, prospect lists, customer and customer-related files, customer records, test results, product specifications, plans, data (including, without limitation, any and all data related to the**  **Debtors’ businesses stored in any accounting or other software program or system) architectural plans, drawings and specifications, creative materials, advertising, marketing, promotional**  **materials, studies, drawings, diagrams, training manuals, engineering data, operating records, inventory records, business plans, customer credit records, aircraft maintenance records,**  **pilot/crew scheduling records, and any documentation required to be maintained by the FAA; provided**  **that the Purchaser shall provide to the Debtors and the Committee, or any successor representative of the Debtors’ estates, including any subsequently appointed or designated**  **Liquidating Trustee, Chapter 7 Trustee or other creditor representative (collectively, the**

**“** Estate Representative **”), after reasonable notice and during normal business hours, access (which shall include the right to photocopy, duplicate or otherwise copy and save in an electronic**  **format to an external hard drive) to all books and records relating to all periods prior to Closing for purposes of investigating, pursuing and filing claims, counter-claims, objections or causes of**  **action that remain with the Debtors’ estates pursuant to this Order and for purposes of meeting the Debtors’ compliance obligations, such as the filing of tax returns, Monthly Operating Reports**  **with the Office of the United States Trustee and otherwise meeting the Debtors’ statutory or procedural responsibilities. Without limitation, books and records shall include all business**  **records of the Debtors relating to periods prior to Closing maintained in the ordinary course,**

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 17 of 93**whether in electronic or paper form. In the event business records are maintained in an**

**electronic format which may only be reasonably viewed, saved or printed through specialized software owned, licensed or otherwise utilized by the Debtors, the Purchaser shall reasonably**  **assist the Estate Representative with access to such software for the purposes described herein.**

**q. all applications, exhibits, appendices, correspondence, notices, inquires, reports, proposed orders, orders and decisions sent to or by the FAA pertaining to the Debtors or**  **their employees; and**

**r. all internal reports, studies, summaries, memoranda and correspondence of the Debtors, their employees or consultants pertaining to any matter within the jurisdiction of the** 
**FAA. 33. The acquisition of the Debtors' Assets by the Purchaser will be free and clear of all**  **Interests pursuant to section 363 of the Bankruptcy Code. No bulk sale law or any similar law of any state or other jurisdiction shall apply in any way to the Sale or the transactions contemplated**  **thereby.** ACQUISITION OF RAYTHEON AIRCRAFT AND TERMS **34. RACC shall sell to the Purchaser, and the Purchaser shall purchase from RACC the Raytheon Aircraft upon the following terms:** 

**a. As soon as practicable, but by not later than January 20, 2011, the sum of $18,700,000 (such amount, as it may be adjusted pursuant to the credits set forth in**  **subparagraph e below, the “** RACC Purchase Price **”) will be deposited into a non-interest bearing escrow account (the “**  Escrow Account **”), in accordance with the terms of an escrow agreement in form and substance reasonably acceptable to RACC and the Purchaser (the** 

**"** Escrow Agreement **"), with the escrow agent to be a recognized title company in Oklahoma City, or, with RACC's and the Purchaser's consent, a recognized FAA law firm in Oklahoma** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 18 of 93**City, selected by RACC that is reasonably satisfactory to the Purchaser. At the reasonable**

**request of the Purchaser, RACC will deposit with the escrow agent for the Escrow Account a bill of sale for each of the Raytheon Aircraft (the "**  RACC Bill of Sale **"), which shall be in the form previously agreed and in accordance with the RACC Letter Agreement.** 

**b. The Escrow Agreement shall provide that,** inter alia **, Escrow Agent shall release (1) the funds in the Escrow Account to RACC and (2) the Bills of Sale to Purchaser upon**  **(i) RACC’s delivery of the previously agreed form of Bill of Sale for each Raytheon Aircraft (which will be the only required documentation); and (ii) the Purchaser’s receipt of all necessary**  **regulatory approvals from the FAA and DOT (the "** Federal Aviation Approvals **").**

**c. The Purchaser represents and warrants that (i) the Purchaser is a citizen of the United States in accordance with 49 U.S.C. Section 40102(a)(15) and to the extent required**  **by the FAA and DOT, and (ii) it is the Purchaser’s well-founded belief that it shall be entitled to register the RACC Aircraft and that it is qualified to obtain and operate the airline as currently**  **operated by the Debtors by meeting the statutory and regulatory qualifications necessary to obtain the Federal Aviation Approvals.** 

**d. The Purchaser has paid, will pay, or will cause the Debtors to pay, to RACC certain lease rent payments on the Raytheon Aircraft in (i) the amount of $220,500 on or**  **before January 6, 2011 (which payment RACC has acknowledged has been made and received), and unless and until the RACC Purchase Price has been released from the Escrow Account and**  **received by RACC, (ii) the amount of $262,500 on or before January 20, 2011, and (iii) on or before each of February 6, March 6, and April 6, 2011 the amount of $525,000. To the extent**  **that the RACC Purchase Price being held in the Escrow Account is released and received by RACC during any of these periods, the pro rata portion of rent paid for the period following such** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 19 of 93**escrow release and receipt (using a 30-day month and actual days to the end of the paid period)**

**shall be returned to the Purchaser. Any such lease rent payments on the Raytheon Aircraft funded by Victory Park shall be funded under the DIP Loan but shall be excluded from the**  **$300,000 monthly cap set forth in paragraph 35(c) below.**

**e. The entire lease rent payment of $220,500 made on or before January 6, 2011 and a ratable portion of the other lease rent payments that have been made under the**  **immediately preceding subparagraph, using as the basis for that proration, an assumed monthly payment of $441,000 (so that, for example, for a full month lease rent payment, 441/525 of that**  **payment, if actually made to and retained by RACC, is the ratable portion) shall be credited against the RACC Purchase Price on a dollar-for-dollar basis upon the release of the escrow to**  **RACC. The credit applies only to payments actually made and retained by RACC and shall be provided directly to the Purchaser by the escrow agent.** 

**f. The Purchaser agrees to use all reasonable best efforts to obtain all necessary Federal Aviation Approvals as soon as possible.** 

**g. In any and all events, except as with respect to the last two sentences of this subparagraph (which provisions shall survive termination), the arrangements contained in**  **this Paragraph 34 will terminate on April 30, 2011, unless the escrow is released and the RACC**  **Purchase price is received by RACC on or before April 30, 2011. Upon such termination, the Debtors shall comply with all provisions contained in that certain Order Establishing Return**  **Arrangements in Connection with the Raytheon Aircraft Credit Corporation Aircraft, entered by the Court on December 15, 2010 [D.E. #210], notwithstanding any other provision of this Order.**  **Upon such termination, RACC shall have the right to file proofs of claim and/or assert and prosecute administrative expense claims in these Chapter 11 Cases.** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 20 of 93**h. The Debtors, the Purchaser and RACC shall comply in all respects with**

**the terms and conditions contained in the RACC Agreements and the Agreed RACC Terms, including, without limitation, that all aircraft will be and remain airworthy at all times and in**  **good condition and Gulfstream’s engine maintenance program will be current in all respects, unless RACC expressly otherwise agrees in writing.** 

**i. Based upon the agreement of the Debtors, the Committee and RACC, upon the release of the RACC Purchase Price from the Escrow Account and its receipt by RACC**  **as and when provided above in this Paragraph 34 (the “** Escrow Release Date **”), the Debtors and the Debtors’ estates shall be deemed to have waived, released and discharged, and each of the**  **Debtors and the Debtors’ estates do hereby waive, release and discharge, effective as of the Escrow Release Date (without the need for any act or action by the Court or any person), any and**  **all claims they may hold, or that are held through, or are derivative from or of, the rights or interests of any of the foregoing, against RACC, and RACC shall be deemed to have waived,**  **released, and discharged, and RACC do hereby waive, release and discharge, effective as of the Escrow Release Date (without the need for any act or action by the Court or any person), any**  **and all claims that it has against the Debtors and the Debtors’ estates with respect to the RACC Agreements prior to and including the Escrow Release Date, specifically including RACC’s right**  **to receive (i) any distribution with respect to the RACC Unsecured Claim and (ii) the RACC**
**Cure Amount.**
THE CONSIDERATION **35. In consideration of the Sale and the transactions contemplated in the APA, the Purchaser shall, at the Closing:** 

**a. Assume, discharge or otherwise satisfy the Debtor-in-Possession post petition financing (the “**  DIP Loan **”) provided by Victory Park Capital Advisors, LLC, on behalf**

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 21 of 93**of one or more entities for which it acts as investment manager (“** Victory Park **”), including all**

**principal, interest, costs, expenses and fees due on the Closing Date. 9** 

**b. Assume, discharge or otherwise satisfy all unpaid and “allowed” 10**  **administrative expense claims pursuant to 11 U.S.C. § 503 arising prior to the date of Closing, with the exception of fees and costs sought by professionals retained by the Debtors’ estates**  **pursuant to 11 U.S.C. §§ 327, 328, 330 and 1103 (the “** Non-Professional Administrative
Claims **”). Purchaser is hereby granted standing to object to Non-Professional Administrative Claims before this Court. The Debtors shall seek to establish an administrative claims bar date**  **for no later than thirty (30) days after the Closing.**

**c. During the period leading up to the Closing, and as limited below, the Debtors shall continue to operate in the ordinary course, subject to budgets prepared by the**  **Debtors and approved by the Purchaser, Victory Park and the Committee (the “** Budget **”), which Budget shall include a line item for payment of professionals of the Debtors' estates for any**  **services performed subsequent to the Sale Hearing and prior to Closing. During the period leading up to the Closing, to the extent going-forward expenses exceed going-forward revenues**  **in the Budget, Victory Park shall fund up to $300,000 per calendar month (or the pro-rated portion thereof during the month of Closing) under the DIP Loan for the purpose of paying**  **allowed going-forward administrative expenses. Any amounts for the payment of professionals of the Debtors’ estates allocated in the Budget and approved by Victory Park pursuant to this** 

**9 An amount equal to $765,000 of the DIP Loan shall constitut**  **e the deposit required under the Bid Procedures Order.** 

**10 For purposes of this Order, an administrative expense cla**  **i m shall be deemed allowed if such claim is (i) agreed**  **to by the Debtor, Purchaser and the claimant; or (ii) allowed by Order of the Bankruptcy Court, after notice and a hearing.**  Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 22 of 93**subparagraph shall be deposited into the Professional Expense Escrow (as defined in the**

**DIP Order). d. Satisfy the claim of Shelter Island, in full and final satisfaction, release**  **and discharge of any and all claims of Shelter Island against Victory Park, the Purchaser, their respective affiliates, the Debtors and the Debtors’ estates.** 

**e. Except as otherwise provided herein, in full and final satisfaction, release and discharge of any and all claims (as such term is defined pursuant to 11 U.S.C. § 101(5)) of**  **the Debtors, the Debtors’ estates, the Committee, and the Debtors’ creditors and interest holders against Victory Park, the Purchaser and their respective affiliates, the Purchaser shall pay**  **$600,000 to the Debtors' estates which shall be deposited in the Debtors' debtor-in-possession account not to be disbursed until further Order of the Court.** 

**f. From the amounts due to it under the DIP Loan, Victory Park shall carve out the sum of $100,000 for the benefit of the Debtors’ estates to be used in the discretion of the**  **estates’ professionals, earmarked for the prosecution of any and all avoidance actions, objections to claims, and any other anticipated litigation, which amount shall be funded in cash and**  **deposited into the Professional Expense Escrow (as defined in the DIP Order) at Closing subject to disbursement by further order of this Court; provided, however**  **, that (i) no avoidance actions or other investigation or litigation of any kind or nature shall be brought or instigated by the**  **Debtors (or any one of them or any successor thereto), the Debtors’ estates, the Committee or any subsequent appointed Chapter 11 or Chapter 7 Trustee against the Purchaser, Victory Park,**  **any of their respective affiliates, Shelter Island, RACC, David Hackett, Philip LeFevre, Timothy Murphy, Leon Knight, Craig Attel, or Christopher Eason in any event, and (ii) no avoidance**  **actions shall be commenced or otherwise pursued by the Debtors (or any one of them or any**

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 23 of 93**successor thereto), the Debtors’ estates, the Committee or any subsequent Chapter 11 or Chapter**

**7 Trustee against creditors with whom the Purchaser may wish to maintain or establish going forward business relationships without the prior written consent of the Purchaser, as further**  **specified in subparagraphs (g) and (h) below, so as to determine whether it is in the mutual best interest of the parties to advance such actions.** 

**g. Within fourteen days following the entry of this Order, each of the Debtors shall provide the Purchaser with a schedule of Transfers (as such term is defined by**  **section 101(54) of the Bankruptcy Code) to (i) Insiders (as such term is defined by section 101(31) of the Bankruptcy Code) within the one year period prior to the Petition Date and to**  **(ii) non-Insiders within the ninety day period prior to the Petition Date (collectively, the**

**"** Transfer Schedules **").**

**h. On or before the one hundred and fiftieth (150 th**  **) day subsequent to the Closing, the Purchaser shall send a written confirmation to the Debtors, the Committee, or any**  **successor, as the case may be, identifying which of the Transfers on the Transfer Schedules may not be the subject of an avoidance action because the Purchaser maintains an active business**  **relationship with such transferee (the "** Confirmation Notice **"). Upon receipt of the Confirmation Notice from the Purchaser, the Debtors, the Committee, or any successor, as the**  **case may be, shall thereafter be authorized but not obligated to commence any avoidance action possessed by the Debtors’ estates against any transferee not identified in the Confirmation**  **Notice. The Debtors, the Committee, or any successor, as the case may be, may file or otherwise pursue an avoidance action solely against those Transfers and transferees not identified by the**  **Purchaser in the Confirmation Notice.**

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 24 of 93**i. As set forth in the APA, the Purchaser shall assume, and pay, perform and**

**discharge when due, all liabilities and obligations related to or arising from the ownership or operation of the Assets, including Designated Contracts, arising after the Closing Date.** 

EXECUTORY CONTRACTS AND UNEXPIRED LEASES **36. Except as otherwise provided herein (including, without limitation, with respect to the RACC Assignment), the Debtors shall be, and hereby are, authorized, empowered and directed,**  **pursuant to section 365 of the Bankruptcy Code, to assume and assign the Designated Contracts to the Purchaser upon Closing pursuant to this Order and the APA.**  **37. The assumption by the Debtors of the Designated Contracts and the assignment of the Designated Contracts to the Purchaser, as provided for herein, is hereby authorized and**  **approved subject to the occurrence of the Closing Date under the APA. 38. Except as otherwise provided herein, at the time of Closing, the Debtors shall**  **assume (to the extent required) pursuant to section 365(a) of the Bankruptcy Code and then assign and sell to the Purchaser pursuant to sections 365(f) and 363(b), (f) and (m) of the Bankruptcy**  **Code, and the Purchaser shall assume and accept from the Debtors, the Designated Contracts. 39. Except as otherwise set forth herein, the Purchaser will be responsible for the**  **payment of all allowed cure claims (“** Cure Claims **”) in connection with the assumption and assignment of the Designated Contracts, pursuant to section 365 of the Bankruptcy Code in**  **connection with its acquisition of the Debtors’ Assets, provided that, if the Purchaser effects the acquisition of the Raytheon Aircraft as contemplated by this Order, the RACC Cure Amount shall**  **be addressed as provided in Paragraph 34.i. of this Order. 40. With the exception of Designated Contracts subject to one of the Assumption**  **Objections (as defined in paragraph F below), and unless otherwise agreed to in writing by the Purchaser and any counterparty to a Designated Contract (each, a "**  Counter-Party **" and**

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 25 of 93**collectively, the "** Counter-Parties **"), the Cure Claims shall equal the cure amounts listed by the**

**Debtors in the assumption notice filed with the Court on December 22, 2010 (the "** Assumption
Notice **") (D.E. #238). The Cure Claims set forth in the Assumption Notice shall be deemed the entire cure obligation of the Debtors and the Purchaser due and owing under section 365 of the**  **Bankruptcy Code. The Counter-Parties to the Designated Contracts shall be, and hereby are, forever barred and enjoined from raising or asserting future claims against the Purchaser or the**  **Debtors based on any Cure Claims or any other claim, obligation or liability arising on or before the Closing Date.**  **41. With the exception of Designated Contracts subject to one of the Assumption Objections (as defined in paragraph F below), the Purchaser has provided adequate**  **assurance of future performance under the Designated Contracts insofar as the Purchaser (a) is capable of operating the Debtors’ businesses after Closing, and (b) is providing sufficient**  **capitalization for the enterprise. Accordingly, the proposed assumption and assignment of the Designated Contracts satisfies the requirements of the Bankruptcy Code, including, inter alia,**  **sections 365(b)(1) and (3) and 365(f) of the Bankruptcy Code to the extent applicable. 42. The Debtors, the Purchaser, and the Counter-Parties are hereby authorized to take**  **any actions necessary or appropriate to effectuate the payment of the Cure Claims and the assumption and assignment of the Designated Contracts.**  **43. Upon payment of the applicable Cure Claims as provided herein, all defaults under the Designated Contracts shall be deemed cured and the Debtors shall be deemed to have complied**  **with sections 365(f)(2)(A) and 365(b)(1)(A) of the Bankruptcy Code. The Designated Contracts shall be transferred and assigned to, and following the Closing shall remain valid and binding and** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 26 of 93**in full force and effect for the benefit of, the Purchaser, and, except as otherwise provided in this**

**Order, enforceable in accordance with their respective terms. 44. Except as otherwise set forth herein, any and all provisions in the Designated**  **Contract that prohibit or condition the assignment of such Designated Contract or allow the Counter-Party to such Designated Contract to terminate, recapture, impose any penalty, condition**  **renewal or extension, or modify any term or condition upon the assignment of such Designated Contract constitute unenforceable anti-assignment provisions which are void and of no legal force**  **or effect. All other requirements and conditions under sections 363 and 365 of the Bankruptcy Code for the assumption by the Debtors and assignment to the Purchaser of each Designated**  **Contract have been satisfied and, upon Closing, the Purchaser shall be fully and irrevocably vested in all right, title and interest of each Designated Contract, subject to any contrary terms of this**  **Order. Upon assignment of the Designated Contracts to the Purchaser, no default shall exist under any Designated Contract and no Counter-Party to any Designated Contract shall be permitted to**  **declare a default by the Purchaser under such Designated Contract or otherwise take action against the Purchaser as a result of any Debtor’s financial condition, bankruptcy or failure to perform any**  **of such Debtor’s obligations under any Designated Contract. In addition, there shall be no rent accelerations, assignment fees, increases or any other fees charged to the Purchaser or the Debtors**  **as a result of the assumption and assignment of the Designated Contracts. 45. Upon entry of this Order and the assumption and assignment of the Designated**  **Contracts, the Purchaser shall be deemed in compliance with all terms and provisions of the Designated Contracts. Pursuant to section 365(k) of the Bankruptcy Code, from and after the**  **assignment of any Designated Contracts on the Closing Date, neither the Debtors nor their bankruptcy estates shall have any liability under any Designated Contracts for breach or otherwise,** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 27 of 93**and the Debtors and their estates shall be relieved of any liability for any breach of any Designated**

**Contracts, in each case occurring after such assignment. The Debtors shall cooperate with, and take all actions reasonably requested by, the Purchaser to effectuate the foregoing, as further provided in**  **this Order. 46. Except as otherwise provided herein, each Counter-Party to a Designated Contract**  **shall, as of the Closing, be forever barred and enjoined from asserting against the Purchaser, Victory Park, their respective affiliates, any of the Assets, the Debtors, the Debtors’ bankruptcy**  **estates, or Shelter Island: (a) any assignment fee, default or breach under, claim or pecuniary loss, or condition to assignment, arising under or related to the Designated Contracts existing as of the**  **Closing or arising by reason of the Closing, if such default was not raised or asserted prior to the entry of this Order; or (b) any objection to the assumption and assignment of such Counter-Party's**  **Designated Contract. The assignment of a Designated Contract to the Purchaser will not cause a default or otherwise allow the Counter-Party thereto to terminate or adversely affect the Debtors’ or**  **the Purchaser’s rights thereunder. 47. Notwithstanding anything to the contrary herein, at any time and from time to time**  **on or before Closing, except with respect to the RACC Assignment, the Purchaser may, by written notice to the Debtors, amend the list of Designated Contracts to add or remove any Contract which**  **it desires to constitute a Designated Contract (and thereafter such Contract shall constitute a Designated Contract under this Order and the APA) or remove any Contract which it desires to**  **constitute an Excluded Contract (and thereafter such Contract shall constitute an Excluded Contract under this Order and the APA). The Purchaser shall be required to pay any Cure Claim related to a**  **Contract ultimately designated by the Purchaser as a Designated Contract as provided herein. The**

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 28 of 93**Purchaser shall not be required to make any payments for Cure Claims or any other amounts for a**

**Contract ultimately designated by the Purchaser as an Excluded Contract. 48. Notwithstanding anything to the contrary herein, at any time and from time to time**  **on or before the ninetieth (90 th**  **) day after Closing, the Purchaser may designate one or more Discovered Contracts as a Designated Contract upon ten (10) days notice to the Counter-Party to**  **any such Discovered Contract. In the event the Counter-Party to a Discovered Contract objects to the assumption and assignment of the Discovered Contract, Purchaser shall direct the Debtors or**  **their successors, as the case may be, to file the appropriate motion or other necessary filings with the Bankruptcy Court for the assumption and assignment of all Discovered Contracts objected to by**  **any Counter-Party. 49. Victory Park shall fund under the DIP Loan any allowed administrative expenses**  **that the Debtors incur under a Contract during the period prior to the date the Purchaser designates such Contract as a Designated Contract or an Excluded Contract.**  **50. Any Excluded Contract as set forth herein shall be subject to rejection by the Debtors under Section 365 of the Bankruptcy Code, and the Counter-Party to any Excluded**  **Contract ultimately rejected by the Debtors shall have a period of thirty (30) days after such rejection to file a rejection damage claim related thereto.**  **51. The Purchaser shall have the right, in its sole discretion, to direct the Debtors to assume and assign to the Purchaser any one or more schedules, appendices, annexes or other**  **attachments to any Designated Contract as directed by the Purchaser, in its sole discretion, to the extent permitted by applicable law. Any such schedules, appendices, annexes or other attachments**  **to any contract that are so assumed and assigned shall be Designated Contracts.**

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 29 of 93**52. With respect to any lease of real property, airport lease or similar lease, the**

**Purchaser shall have a general license to enter, possess and/or use the premises subject to the terms of such lease until the date the Purchaser designates such lease as a Designated Contract or an**  **Excluded Contract. 53. Any assumption and assignment of any executory contracts wherein the United**  **States Government is the counter-party to such contract shall require the consent of the United States Government. To the extent that the Debtors’ contract with CSC Applied Technologies LLC**  **is designated by the Purchaser as a Designated Contract, any changes to the terms and conditions of that contract shall require the consent of the United States.**  **54. Notwithstanding anything to the contrary in this Order or the APA, the Clearinghouse Receivables (as hereinafter defined) shall be conveyed and transferred to the**  **Purchaser subject to (and not free and clear of) any setoff and recoupment rights of the participants other than the Debtors in the Clearinghouses (as hereinafter defined) against such accounts**  **receivable enforceable under applicable law, subject to the provisions of section 553 of the Bankruptcy Code; provided**  **, however , nothing in this Order shall constitute a release or waiver of**  **any right of the Debtors or the Purchaser to object to or otherwise challenge any Clearinghouse participant’s claim (as that term is defined in section 101(5) of the Bankruptcy Code) or its**  **eligibility for setoff or recoupment under applicable non-bankruptcy law. For purposes of this Order, the term “**  Clearinghouse Receivables **” means amounts owing to the Debtors from other Clearinghouse participants based on ordinary course transactions (including interline passenger,**  **interline freight, non-transportation and Universal Air Travel Plan transactions) subject to settlement through the Airlines Clearing House, Inc. (“**  ACH **”) and/or the International Air Transport Association Clearing House (the “**  IATA Clearing House **” and together with ACH,**

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 30 of 93**collectively, the “** Clearinghouses **”), pursuant to the agreements, rules, and regulations governing**

**the Clearinghouses. To the extent that the offsets and reconciliation processes affecting the Clearinghouse Receivables result in net amount(s) owing by the Debtors, the Purchaser shall**  **assume, discharge or otherwise satisfy such Non-Professional Administrative Claims as provided for in paragraph 35(b) above.** 
CONSULTANT **55. If requested by the Purchaser prior to Closing, the Debtors shall retain a consultant or advisor acceptable to the Purchaser (the “**  Consultant **”), who shall have the authority to advise and consult the Debtors with respect to the Debtors’ financial and operational affairs and all other**  **aspects of the Debtors’ businesses, in each case to the extent such actions would not impair the transfer or approval of any necessary FAA, DOT or other governmental regulatory permits,**  **consents, licenses, franchises, notice, orders, registrations, certifications or authorizations necessary to operate the business. The Consultant shall work with the Debtors’ management, the Purchaser**  **and RACC to ensure that all going forward operations comply with FAA, DOT and any other governmental regulations. The tenure and other terms of retention of the Consultant shall be**  **acceptable to the Purchaser. Victory Park shall fund under the DIP Loan any fees and expenses charged by the Consultant, and such fees and expenses shall be excluded from the $300,000**  **monthly cap set forth in paragraph 35(c) above.**
CLOSING **56. Closing of the Sale shall be subject to and conditioned upon the following (the**

**“** Closing **”): a. Execution of the APA;** 

**b. The occurrence of all conditions precedent set forth in the APA; and** Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 31 of 93**c. The Purchaser’s acquisition of all permits, consents, licenses, franchises,**

**notice, orders, registrations, certifications and authorizations, issued by any governmental entity, including, without limitation the Federal Aviation Approvals, necessary to operate the business.**  **57. Notwithstanding the foregoing, immediately upon the Purchaser’s receipt of the Federal Aviation Approvals, then RACC shall sell to the Purchaser, and the Purchaser shall**  **(a) purchase from RACC, the Raytheon Aircraft (irrespective of whether the “Closing” has occurred or is occurring, or of any other condition) and (b) direct the escrow agent of the Escrow**  **Account to release the RACC Purchase Price to RACC, and, simultaneous with the release of the RACC Purchase Price from the Escrow Account and its receipt by RACC, the RACC Assignment**  **shall be deemed to be simultaneously effective, without any act or action by the Court or any**

**person.** NOW THEREFORE, IT IS ORDERED, ADJUDGED AND DECREED THAT:

**A. The relief requested in the Sale Motion is GRANTED in its entirety, subject to the terms and conditions set forth herein.**  **B. The Sale of the Assets to the Purchaser as contemplated herein and in the APA, the RACC Assignment and all of the transactions contemplated thereby, and the acquisition of**  **the Raytheon Aircraft as provided in this Order, are hereby approved in all respects. The Debtors and the Purchaser are authorized and directed to execute and consummate an asset**  **purchase agreement, substantially in the form of the APA attached hereto as Exhibit A, and take any and all additional actions as may be necessary or appropriate to effectuate the Sale. RACC**  **has agreed to execute the Escrow Agreement and to create and deliver a RACC Bill of Sale for each Raytheon Aircraft, as provided above.** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 32 of 93**C. Gulfstream International Acquisition Co., LLC is the Back-Up Bidder and shall**

**be bound by the Bid Procedures Order and this Order until closing with the Purchaser. D. This Order shall be binding upon all creditors and other parties in interest in these**  **cases, their respective successors and assigns (including, without limitation, any subsequently appointed chapter 7 trustee or examiner with expanded powers), from the date of its approval by**  **the Court. E. The consideration provided by the Purchaser for the Assets, and including,**  **without limitation, with respect to the acquisition of the Raytheon Aircraft, constitutes reasonably equivalent value and fair consideration under the Bankruptcy Code and under the**  **laws of the United States, any state, territory, possession, or the District of Columbia. Such consideration is fair and reasonable, and neither the Sale nor the transactions contemplated**  **thereby may be avoided under section 363(n) of the Bankruptcy Code. F. With the exception of objections to the assumption and assignment of certain**  **executory contracts that were filed before the Sale Hearing (the “** Assumption Objections **”), 11**  **all objections to the Sale or the relief sought by the Debtors in connection therewith, if any, that**  **have not been withdrawn, waived or settled, and all reservations of rights included therein, including, but not limited to, the SAH-VUL Objection and the Taglich Joinder, are deemed**  **overruled on the merits and denied with prejudice. The Assumption Objections shall be set for hearing by the Court, to the extent necessary, upon the Debtors’ filing of a certificate of**  **contested matter.**

**11 The Assumption Objections are as follows: (i) Richard Bulow [D.E.**  **#275]; (ii) Palm Beach County [D.E. #276];**  **(iii) Gulfstream Air Charter, Inc. [D.E. #279]; (iv) Greater Orlando Aviation Authority [D.E. #280]; (v) CIGNA Dental Health of Florida, Inc., CIGNA Dental Health of Ohio, Inc., CIGNA Dental Health of Pennsylvania, Inc.,**  **CIGNA Dental Health of Texas, Inc., Connecticut General Life Insurance Company [D.E. #267]; and (vi) United States [D.E. #278].** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 33 of 93**G. Pursuant to section 363(b) of the Bankruptcy Code, the Debtors are authorized,**

**directed and empowered to fully assume, perform under, consummate and implement the Sale and to execute all additional instruments and documents that may reasonably be necessary or**  **desirable to effectuate the spirit, letter and intention of the Sale and the transactions contemplated thereby, including, without limitation, the APA, the RACC Assignment and the**  **acquisition of the Raytheon Aircraft, and to take all further actions as may be reasonably requested for the purposes of assigning, transferring, conveying and conferring the Assets to the**  **Purchaser. H. Pursuant to section 363(f) of the Bankruptcy Code, the Sale of the Assets to the**  **Purchaser under the terms of this Order is and shall be free and clear of all Interests of every kind and nature, and except as otherwise provided herein, such Interests, if any, shall attach to the**  **proceeds of the Sale pending further order of this Court. I. Except as otherwise provided in this Order and, with respect to professional fees**  **due to the professionals retained in these cases pursuant to section 327 of the Bankruptcy Code, the**  Order Amending and Supplementing Third Interim Order Authorizing Debtors’ Continued Use of Cash Collateral [D.E. 237] **[D.E. #283], all persons and entities, including, governmental, tax and regulatory authorities, lenders, trade and other creditors holding interests**  **or claims of any kind or nature whatsoever against the Debtors or their assets (whether legal or equitable, secured or unsecured, matured or unmatured, contingent or non-contingent, liquidated**  **or unliquidated, senior or subordinated), arising under or out of, in connection with or in any way relating to, the Debtors, the Assets or the operations of the Debtors’ businesses prior to the**  **Closing (or, in the case of the Raytheon Aircraft, the earlier release of the RACC Purchase Price from the Escrow Account and its receipt by RACC (each, for the purpose of the relevant** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 34 of 93**transaction, the “** Closing Date **”), are forever barred, estopped, and permanently enjoined from**

**asserting against the Purchaser, Victory Park, their respective affiliates, successors or assigns, property, the Assets, RACC or Shelter Island such persons’ or entities’ interests or claims.**  **Without limiting the scope of the foregoing, all utilities or entities that provide or have provided water, electricity, gas, oil, telephone and similar services in respect of the Assets shall be**  **enjoined and prohibited from interrupting, canceling or terminating such services from and after the Closing Date as a result, directly or indirectly, of claims against the Debtors, including for**  **unpaid charges, provided, however, that nothing herein shall excuse the Purchaser from its obligations under this Order and the APA.**  **J. Except as otherwise expressly provided herein, none of the Purchaser, Victory Park, their respective affiliates, Shelter Island, or RACC shall have any liability or responsibility**  **for any liability or other obligation of the Debtors arising under or related to the Assets. Without limiting the generality of the foregoing, and except as otherwise specifically provided herein, to**  **the maximum extent allowed by law, none of the Purchaser, Victory Park, their respective affiliates, Shelter Island, or RACC shall be liable for any claims against the Debtors or any of**  **their predecessors or affiliates, and the Purchaser shall have no successor or vicarious liabilities of any kind or character including, but not limited to, any such liability that may be imposed by**  **statute (e.g., under so-called “bulk sale” laws) or any theory of antitrust, environmental, successor or transferee liability, labor law, de facto merger, or substantial continuity, whether**  **known or unknown as of the date of entry of this Order, now existing or hereafter arising, whether fixed or contingent, with respect to the Debtors or any obligations of the Debtors arising**  **prior to the Closing, including, but not limited to, liabilities on account of any taxes arising, accruing, or payable under, out of, in connection with, or in any way relating to the operation of** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 35 of 93**the Assets prior to the Closing, provided, however, that nothing herein shall excuse the Purchaser**

**from its obligations under this Order and the APA. K. To the fullest extent authorized under applicable law, under no circumstances**  **shall the Purchaser be deemed a successor of or to the Debtors for any Interests or causes of action against or in the Debtors or the Assets of any kind or nature whatsoever. Except as**  **otherwise provided in this Order, the sale, transfer, assignment and delivery of the Assets shall not be subject to any Interests or causes of action, and the excluded liabilities shall remain with,**  **and continue to be obligations of, the Debtors (subject to any and all rights and defenses of the Debtors with respect thereto, as debtors-in-possession under the Bankruptcy Code or otherwise).**  **Except as otherwise provided in this Order, all persons holding Interests or causes of action, against or in the Assets of any kind or nature whatsoever are forever barred, estopped, and**  **permanently enjoined from asserting, prosecuting, or otherwise pursuing such Interests or causes of action of any kind or nature whatsoever against the Purchaser, Victory Park, their respective**  **affiliates, property, successors and assigns, or the Assets, as an alleged successor or otherwise, with respect to any Interests or causes of action of any kind or nature whatsoever that such**  **parties had, has, or may have against the Debtors, their estates, the Purchaser, Victory Park, their respective affiliates, Shelter Island, their officers, directors, shareholders, or the Assets.**  **Following the entry of this Order, no holder of any Interests or causes of action in the Debtors shall interfere with the Purchaser’s title to or use and enjoyment of the Assets based on or related**  **to such Interests or any actions that the Debtors may take or have taken in their Chapter 11 cases, provided, however, that nothing herein shall excuse the Purchaser from its obligations under this**  **Order and the APA, the RACC Assignment or any other agreement or provision providing for or relating to the acquisition of the Raytheon Aircraft.** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 36 of 93**L. If any person or entity that has filed financing statements, mortgages, mechanic’s**

**liens, lis pendens, or other documents or agreements evidencing liens, claims, interests or encumbrances in the Assets shall not have delivered to the Debtors prior to the Closing, in proper**  **form for filing and executed by the appropriate parties, termination statements, instruments of satisfaction, releases of all Interests which the person or entity has with respect to the Assets,**  **then, following the Closing Date, (a) the Debtors are authorized to execute and file such statements, instruments, releases, and other documents on behalf of the person or entity with**  **respect to the Assets, and (b) the Purchaser is authorized to file, register, or otherwise record a certified copy of this Order which, once filed, registered, or otherwise recorded, shall constitute**  **conclusive evidence of the release of all Interests in the Assets of any kind or nature whatsoever. M. To the greatest extent available under applicable law and except as otherwise**  **provided herein, the Purchaser shall be authorized, as of the Closing Date, to operate under any license, permit, registration and governmental authorization or approval of the Debtors with**  **respect to the Assets, and all such licenses, permits, registrations and governmental authorizations and approvals are deemed to have been, and hereby are, directed to be transferred**  **to the Purchaser as of the Closing Date. N. Except as otherwise provided herein, all of the Debtors’ interests in the Assets to**  **be acquired by the Purchaser under the APA shall be, as of the Closing Date and upon the occurrence of the Closing, transferred to and vested in the Purchaser. Upon the occurrence of the**  **Closing and except as otherwise provided herein, this Order shall be considered and constitute for any and all purposes a full and complete general assignment, conveyance and transfer of the**  **Assets acquired by the Purchaser under the APA and/or a bill of sale or assignment transferring good and marketable, indefeasible title and interest in the Assets to the Purchaser.** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 37 of 93**O. This Order: (a) is and shall be effective as a determination that, on the Closing**

**Date, all Interests existing against the Assets before the Closing Date, have been unconditionally released, discharged and terminated (with such Interests to attach to the proceeds of the Sale, to**  **the extent applicable or to continue in the Debtors’ other assets, if any, that do not comprise a part of the Assets subject of the Sale, as provided for herein), and that the conveyance of the**  **Assets has been effected; and (b) is and shall be binding upon and govern the acts of all entities including, without limitation, all filing agents, filing officers, title agents, title companies,**  **recorders of mortgages, registrars of deed, registrars of patent, trademark or other intellectual property, local, state and federal regulatory boards, administrative agencies, governmental**  **departments (other than as set forth in paragraph Q below), secretaries of federal, state and local officials, and all other persons and entities who may be required by operation of law, the duties**  **of their offices, or contract, to accept, file, register or otherwise record or release any documents or instruments, or who may be required to report or insure any title or state of title in or to the** 
**Assets. P. Effective as of the Escrow Release Date (without the need for any act or action by**  **the Court or any person), the Debtors, their estates, affiliates, officers and directors on behalf of themselves, their estates, or any other person or entity that could assert a claim through them or a**  **claim that is in any way derivative of their interests, or any creditor of Debtors hereby release, and shall be forever barred, estopped and permanently enjoined from asserting, prosecuting or**  **otherwise pursuing against, RACC, together with its past, present or future officers, directors, employees agents, and professionals, any and all claims, demands, obligations, damages,**  **controversies, suits, liabilities, actions, causes of action, judgments, executions, garnishments or debts of any kind whatsoever, whether known or unknown, accrued or not accrued, direct or** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 38 of 93**indirect, liquidated or unliquidated, in law or in equity, arising from or related to the Debtors, the**

**Debtors’ estates, the Raytheon Aircraft or any RACC agreement. The mutual releases provided above in Paragraph 34.i. are hereby approved.**  **Q. Notwithstanding anything to the contrary herein, the setoff and recoupment rights of the United States of America as set forth in that certain**  Order Granting Debtors’ Motion for an Order Approving Stipulation for Adequate Protection between Debtors and the United States **(the "** Adequate Protection Order **") [D.E. #234] shall not be impaired by the Sale, including without limitation, the assumption by the Purchaser of the administrative expense claim**  **referenced in the Adequate Protection Order. R. Each and every federal, state, and local governmental agency or department is**  **directed to accept any and all documents and instruments necessary and appropriate to consummate the transactions contemplated by the Sale.**  **S. This Court shall retain jurisdiction even after the closing of the Chapter 11 Cases**

**to: a. interpret, implement, and enforce the terms and provisions of this Order,** 

**the Bid Procedures Order, the APA, all amendments thereto and any waivers or consents thereunder and each of the agreements executed in**  **connection therewith in all respects;**

**b. decide any disputes concerning this Order, the APA, or the rights and duties of the parties hereunder or thereunder or any issues relating to the**  **APA and this Order including, but not limited to, the interpretation of the terms, conditions and provisions hereof and thereof, the status, nature and**  **extent of the Assets and any Designated Contracts and all issues and** Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 39 of 93**disputes arising in connection with the relief authorized herein, inclusive of those concerning the transfer of the Assets free and clear of all**  **Interests;**

**c. protect the Purchaser, any of the Designated Contracts or Assets against any Interests as provided herein including, without limitation, to enjoin the**  **commencement or continuation of any action seeking to impose successor liability or bulk sale liability;** 

**d. enter Orders in aid or furtherance of the transactions contemplated by the APA or to ensure the peaceful use and enjoyment of the Designated**  **Contracts or the Assets by the Purchaser;**

**e. compel delivery of all Assets to the Purchaser;**

**f. adjudicate any and all remaining issues concerning the Debtors’ right and authority to assume and assign the Designated Contracts and the rights and**  **obligations of the Debtors and the Purchaser with respect to such assignment and the existence of any default under any such Designated**  **Contract;**

**g. adjudicate any and all disputes concerning alleged pre-Closing Interests in and to the Assets including without limitation the extent, validity,**  **enforceability, priority, and nature of any and all such alleged Interests;**

**h. adjudicate any and all disputes relating to the Debtors’ right, title, or interest in the Assets and the proceeds thereof;**  Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 40 of 93**i. re-open the Debtors’ Chapter 11 Cases to determine any of the foregoing;** provided, however, **in the event the Court abstains from exercising or declines to exercise such jurisdiction or is without jurisdiction with respect**  **to the Sale or this Order, such abstention, refusal, or lack of jurisdiction shall have no effect upon, and shall not control, prohibit, or limit the**  **exercise of jurisdiction of any other court having competent jurisdiction with respect to any such matter;** 

**j. adjudicate any and all disputes relating to the Purchaser's acquisition of the Raytheon Aircraft;**  **k. hear, determine and adjudicate any claims asserted against the Debtors, their estates or the Purchaser seeking administrative expenses status; and**  **l. give effect or enforce any prior interim orders on use of cash collateral or otherwise.**  **T. Nothing contained in any orders previously entered in the Chapter 11 Cases shall conflict with or derogate from the provisions of this Order.**  **U. The Purchaser is a purchaser in good faith within the meaning of section 363(m) of the Bankruptcy Code and the Purchaser, the Debtors, and RACC are entitled to all of the**  **protections afforded by such section. Without limiting the foregoing, in the absence of a stay pending appeal, if the Purchaser elects or is required to close at any time after the entry of this**  **Order, or otherwise substantially consummates the transaction contemplated hereunder, then the Purchaser shall be entitled to the protections of section 363(m) of the Bankruptcy Code if this**  **Order or any authorization contained herein is reversed or modified on appeal. In particular, and without limiting the foregoing, reversal or modification on appeal of the authorization provided** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 41 of 93**herein to consummate the Sale shall not affect the validity of the Sale of the Assets to the**

**Purchaser or any transaction executed in connection therewith, including, without limitation, the acquisition of the Raytheon Aircraft, unless such authorization is duly stayed pending such**  **appeal. None of the Purchaser, Victory Park, their respective affiliates, the Debtors, RACC or Shelter Island has violated section 363(n) by any action or inaction, and the Sale and the**  **transactions contemplated thereby do not violate the provisions of section 363(n) of the Bankruptcy Code.**  **V. The terms and provisions of this Order, shall be binding in all respects upon the Debtors, their estates, and their creditors, the Purchaser and any affiliates or assignees, and their**  **successors or affected third parties, including any Chapter 11 trustee hereinafter appointed for the Debtors’ estates, any trustee appointed in a Chapter 7 case if these cases are converted from**  **Chapter 11, and all parties asserting any Interests in the Debtors’ estates or the Assets to be sold to the Purchaser pursuant to this Order. The Sale and the transactions contemplated thereby and**  **hereby, including, without limitation, the acquisition of the Raytheon Aircraft, shall be enforceable by specific performance against and shall be binding upon and not subject to**  **rejection or avoidance by the Debtors, the Committee or any subsequently appointed trustee. W. All persons or entities, presently or on or after the Closing Date with access to or**  **in possession or control of some or all of the Assets are directed to provide access to and surrender possession of the Assets to the Purchaser on the Closing Date or at such time thereafter**  **as the Purchaser may request. X. The provisions of this Order are non-severable and mutually dependent.**  **Y. Nothing in any order of this Court or contained in any plan of reorganization or liquidation confirmed in the Chapter 11 Cases, or in any subsequent or converted cases of the** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 42 of 93**Debtors under chapter 7 or chapter 11 of the Bankruptcy Code, shall conflict with or derogate**

**from the Sale, the provisions of the APA or the terms of this Order. Z. Notwithstanding Bankruptcy Rules 6004, 6006 and 7062, this Order shall be**  **effective and enforceable immediately upon entry and its provisions shall be self-executing. In the absence of any person or entity obtaining a stay pending appeal, the Debtors and the**  **Purchaser are free to close under the APA at any time, subject to the terms of the APA. If, in the absence of any person or entity obtaining a stay pending appeal, the Debtors and the Purchaser**  **close under the APA, the Purchaser shall be deemed to be acting in “good faith” and shall be entitled to the protections of Bankruptcy Code § 363(m) as to all aspects of the transactions**  **under and pursuant to the APA if this Order or any authorization contained herein is reversed or modified on appeal.**  **AA. This Order and the rights and obligations set forth herein shall survive any conversion or dismissal of the Chapter 11 Cases or any one of them, and this Court shall retain**  **jurisdiction as set forth above. BB. The Sale, the APA and any related agreements, documents or other instruments**  **may be modified, amended, or supplemented by the parties thereto, in a writing signed by both parties, but insofar as it directly involves or affects the Raytheon Aircraft, only with the consent**  **of RACC, and in accordance with the terms thereof, without further order of the Court, provided that any such modification, amendment or supplement does not have a material adverse effect on**  **the Debtors’ estates. CC. The failure specifically to include any particular provisions of the Sale or the**  **APA in this Order shall not diminish or impair the effectiveness of such provisions, it being the intent of the Court that the Sale be authorized and approved in its entirety.** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 43 of 93**DD.** Time is of the essence in closing the Sale and the transactions contemplated

thereby. Accordingly, there is cause to lift the stays contemplated by Bankruptcy Rules 6004 and 6006, and this Order is immediately effective and enforceable.
**# # # Submitted by**  **: James Harris Fierberg, Esq.**  **Akerman Senterfitt One Southeast Third Avenue**  **Miami, FL 33131 Tel: 305.982.5678**  **Fax: 305.374.5095 Email: james.fierberg@akerman.com**  **Copies to: James Harris Fierberg, Esq.**  (Attorney Fierberg is directed to mail a conformed copy of this Order, immediately upon receipt, to all parties in interest.)

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 44 of 93**ASSET PURCHASE AGREEMENT**

**by and among**

GULFSTREAM INTERNATIONAL GROUP, INC. AND ITS SUBSIDIARIES,

**AS SELLER,**

**and**

VPAA CO.,

**AS BUYER**

**Dated as of January ___, 2011** Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 45 of 93ASSET PURCHASE AGREEMENT

**THIS ASSET PURCHASE AGREEMENT (this “** Agreement **”), dated as of January ___, 2011 (the “**  Agreement Date **”), is made by and among Gulfstream International Group, Inc., a Delaware corporation (“**  Parent ” **) and its subsidiaries set forth on the signature page hereto (the “**  Subsidiaries **” and collectively with the Parent, “** Seller **”) and VPAA Co., a Delaware corporation, (the “**  Buyer **”). Capitalized terms used in this Agreement are defined in Article 1**  **hereof or in the Sale Order.**
**BACKGROUND INFORMATION WHEREAS, on November 4, 2010 (the “**  Petition Date **”), Seller filed a voluntary petition for relief under the Bankruptcy Code in the Bankruptcy Court in the Southern District of Florida,**  **Ft. Lauderdale Division, jointly administered under Case No. 10-44131-BKC-JKO (the**

**“** Bankruptcy Case **”); WHEREAS, Seller holds Certificates of Public Convenience and Necessity issued by the**  **United States Department of Transportation, and an Air Carrier Certificate issued by the Federal Aviation Administration and pursuant to these certificates, it conducts scheduled and charter**  **passenger and cargo operations within the United States and between the United States and various foreign destinations (the “**  Business **”); WHEREAS, on the terms and subject to the conditions set forth in this Agreement, Buyer**  **desires to purchase from Seller, and Seller desires to sell to Buyer, the Acquired Assets, in a sale authorized by the Bankruptcy Court free and clear of all Liens, claims and other interests**  **pursuant to,** inter alia **, Sections 105, 363, and 365 of the Bankruptcy Code; WHEREAS, it is intended that the acquisition of the Acquired Assets would be**  **accomplished through the sale, transfer and assignment of the Acquired Assets by Seller to Buyer;**  **WHEREAS, Buyer also desires to assume, and Seller desires to assign and transfer to Buyer, the Assumed Liabilities;** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 46 of 93**-- - 47 -**  **NOW, THEREFORE, in consideration of the foregoing and their respective representations, warranties, covenants and undertakings herein contained, and other good and**  **valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree as follows:** 
ARTICLE 1 DEFINITIONS **1.1 Certain Terms Defined . As used in this Agreement, the following terms shall**  **have the following meanings:**

**“** Affiliate **” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such first Person**  **where “** control

**” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, through the ownership of voting securities, by**  **contract, as trustee, executor or otherwise.**

**“** Assumption Schedule **” means that certain Seller’s Notice of Filing of Assumption Schedule, filed on December 22, 2010, as Docket Entry #238.** 
**“** Avoidance Actions **” mean all actions or causes of action provided by and arising under Chapter 5 of the Bankruptcy Code, including, but not limited to, actions arising under**  **Sections 510, 542 through 550 inclusive and 553 of the Bankruptcy Code or under similar state laws, including fraudulent transfer and preference claims.** 

**“** Bankruptcy Code **” means Title 11 of the United States Code.**

**“** Bankruptcy Court **” means the United States Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, or such other court having jurisdiction over the Bankruptcy**  **Case originally administered in the United States Bankruptcy Court of the Southern District of Florida.**  Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 47 of 93**-- - 48 -**  **“** Business Day **” means any day other than Saturday, Sunday and any day that is a legal holiday or a day on which banking institutions in Florida are authorized by Law or other**  **Government action to close.**

**“** Business Records **” means all books, files and records to the extent they apply exclusively to the Acquired Assets, including customer lists, historical customer files, reports,**  **plans, data, accounting and tax records, test results, product specifications, drawings, diagrams, training manuals, engineering data, safety and Environmental Reports and documents,**  **maintenance schedules, operating and production records, inventory records, business plans, and marketing and all other studies, documents and records but excluding any Retained Books and**  **Records.**

**“** Claims **” means all claims as defined in Section 101(5) of the Bankruptcy Code.**

**“** Code **” means the Internal Revenue Code of 1986, as amended.**

**“** Committee **” means the Official Committee of unsecured creditors appointed by the Office of the United States Trustee as indicated in Docket Entry No. 94 in the Bankruptcy Case.** 

**“** Consent **” means any consent, approval, authorization, qualification, waiver or notification of a Government or third party.** 

**“** Contract **” means any written or oral contract, agreement, license, sublicense, lease, sublease, mortgage, instruments, guaranties, commitment, understanding, undertaking or other**  **similar arrangement, whether express or implied.**

**“** Cure Claims **” means the amount necessary to cure Claims relating to Designated Contracts under Section 365 of the Bankruptcy Code.** 

**“** Designated Contract **” means those certain executory contracts and unexpired leases to be assumed by Seller and assigned to Buyer pursuant to Sections 363 and 365 of the Bankruptcy** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 48 of 93**-- - 49 -**  **Code (as designated by Buyer herein), including, without limitation, all written or oral contracts, agreements, licenses, sublicenses, leases, subleases, mortgages, instruments, guaranties,**  **commitments, understandings, undertakings or similar arrangements, whether express or implied.** 

**“** DIP Lender **” means Victory Park Capital Advisors, LLC, on behalf of one or more entities for which it acts as investment manager.** 

**“** DIP Loan **” means that certain Letter Agreement, dated November 3, 2010, among Seller and DIP Lender, pursuant to which DIP Lender agreed to loan to Seller an amount up to**  **$5,000,000.00, as approved by the DIP Order, and all obligations outstanding thereunder.**

**“** DIP Order **” means the Order dated November 10, 2010 entered as Docket Entry # 75 in the Bankruptcy Case.** 

**“** Discovered Contracts **” means those executory contracts or unexpired leases that Seller did not expressly disclose to Buyer prior to Closing or that Seller did not set forth in the**  **Assumption Schedule.**

**“** DOT **” means the United States Department of Transportation.**

**“** DOT Certificates **” means those DOT certificates of public convenience and necessity issued under 49 U.S.C. § 41102 under which Seller is authorized to engage in scheduled and**  **charter interstate and foreign air transportation together with (i) any and all exemption authority granted to Seller under such certificates for the operation of Beechcraft 1900D aircraft in**  **common carriage service and (ii) any and all written correspondence, documents, files, records, and materials relating to such certificates or authority.** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 49 of 93**-- - 50 -**  **“** Employee Benefit Plan **” means any “employee benefit plan” (as such term is defined in ERISA § 3(3)) and any other material employee benefit plan, program or arrangement of any**  **kind maintained, sponsored or contributed to by Seller.**

**“** Environmental Laws **” means all currently existing and future federal, state, provincial, municipal, local and foreign statutes, ordinances, rules, orders, regulations, remediation**  **standards, and other provisions having the force of law for protection of the environment, including the federal Comprehensive Environmental Response, Compensation and Liability Act**  **of 1980, 42 U.S.C. Sec. 9601** et seq **., as amended, the federal Resource Conservation and Recovery Act, 42 U.S.C. Sec. 6901**  et seq **., as amended, and related state statutes.**

**“** Environmental Reports **” means any environmental sampling or report performed specifically to test compliance with any Environmental Laws, and any and all Phase I or II**  **environmental assessments, in each case which Seller has received from an un-Affiliated third party within the last three (3) years with respect to the Leased Real Property; provided,**  **Environmental Reports shall not include any safety, health and environmental audit reports, or internal investigation reports, prepared under the direction of Seller’s legal department and**  **privileged under the attorney-client privilege, attorney work-product privilege, or state or federal environmental self-auditing privilege or policy.** 

**“** ERISA **” means the Employee Retirement Income Security Act of 1974, as amended.**

**“** Excluded Contracts **” means those agreements of Seller selected by Buyer not to be assumed and assigned pursuant to Bankruptcy Code §§ 363 and 365.** 

**“** FAA **” means the United States Federal Aviation Administration.**

**“** FAA Certificates **” means the air carrier certificates and operations specifications issued by the FAA under 14 C.F.R. Parts 119 and 121, authorizing Seller to operate Beechcraft 1900D** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 50 of 93**-- - 51 -**  **aircraft in common carriage service under the Federal Aviation Regulations together with (i) all related approvals, and (ii) any and all written correspondence, documents, files, records, and**  **materials relating to such certificates, specifications or authority.**

**“** FCC **” means the United States Federal Communications Commission.**

**“** FCC Licenses **” means those licenses issued by the FCC to Seller and transferrable to Buyer, with or without obtaining the consent of any Government.** 

“ Federal Aviation Regulations ” **means the regulations set forth at Title 14 of the Code of the Federal Regulations – Aeronautics and Aerospace, Parts 1 through 199, as well as the**  **applicable orders, advisory circulars, and airworthiness directives issued by the FAA.**

**“** Final Order **” or “** Final Orders **” means any order of a Government, the Bankruptcy Court or other court of competent jurisdiction after all opportunities for rehearing, reargument,**  **petition for certiorari and appeal are exhausted or expired and any requests for rehearing have been denied, and that has not been revised, stayed, enjoined, set aside, annulled, reversed,**  **remanded, modified or superseded, with respect to which any required waiting period has expired, and as to which all conditions to effectiveness prescribed therein or otherwise by law or**  **order have been satisfied; provided, however, that no order shall fail to be a Final Order solely because of the possibility that a motion pursuant to Rule 60 of the Federal Rules of Civil**  **Procedure or Bankruptcy Rule 9024 may be filed with respect to such order. In the case of the Sale Order, a Final Order shall also consist of an order as to which an appeal, notice of appeal or**  **motion for rehearing or new trial has been filed but as to which Buyer, in its sole discretion, elects to proceed with Closing.** 

**“** GAAP **” means generally accepted accounting principles.** Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 51 of 93**-- - 52 -**  **“** Government

**” means any agency, division, subdivision, audit group, procuring office or governmental or regulatory authority or any adjudicatory body thereof, of the United States, any**  **state thereof or any foreign government.**

**“** Hazardous Materials **” means and includes any hazardous or toxic substance or waste or any contaminant or pollutant regulated under Environmental Laws, including, but not limited to,**  **“hazardous substances” as currently defined by the Federal Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, “**  hazardous wastes **” as currently defined by the Resource Conservation and Recovery Act, as amended, natural gas petroleum**  **products or byproducts and crude oil.**

**“** Improvements **” means the buildings, improvements and structures now existing on the Real Property or demised under the Real Estate Leases, but only to the extent such buildings,**  **improvements and structures constitute fixtures under applicable law.**

**“** Knowledge of Seller **”, “** Seller’s Knowledge **” or any other similar term or knowledge qualification means the actual knowledge of David Hackett and Thomas McFall.** 

**“** Laws **” means applicable Federal and state statutes and laws.**

**“** Legal Requirements **” means any law, statute, ordinance, code, rule, regulation, municipal by-law, standard, or judicial, arbitral, administrative, ministerial, departmental or**  **regulatory judgment, decree, writ, ruling, award, injunction, decision, order, policy or other requirement of any Government.** 

**“** Lien **” means any mortgage, pledge, charge, security interest, encumbrance, lien (statutory or other) or conditional sale agreement.** 

**“** Material Adverse Effect **” means a state of facts, event, change or effect that results in a material adverse effect on the combined operations and value of the Acquired Assets, taken as a** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 52 of 93**-- - 53 -**  **whole; provided, that none of the following shall be deemed to be or to constitute a Material Adverse Effect, or be taken into account when determining whether there has been a Material**  **Adverse Effect: (i) any change after the date of this Agreement resulting from or attributable to any**  **conditions or changes generally affecting the economy, or the credit, financial or securities markets of the United States or elsewhere in the world;**  **(ii) any change after the date of this Agreement resulting from or attributable to conditions or changes affecting the industry in which Seller conducts business;**  **(iii) any change resulting from or attributable to the taking of any action specifically required by this Agreement or taken at the request of Buyer made after the date hereof;**  **(iv) any change resulting from or attributable to changes in Laws or GAAP after the date of this Agreement;**  **(v) any change resulting from the pendency or announcement of this Agreement or the transactions contemplated by this Agreement; and**  **(vi) any change resulting from any act of war or terrorism or, in each case, the escalation thereof or the declaration of a national emergency or natural disasters occurring after**  **the date of this Agreement.**

**“** Person **” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or Government.** 

**“** Regulatory Approvals **” means any approvals of DOT, FAA, TSA, and Government authorities required by Laws with respect to the consummation of the transactions contemplated**  **hereby.** Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 53 of 93**-- - 54 -**  **“** Related Person **” means, with respect to any Person, all past (within the 6 months preceding this Agreement) and present directors, officers, members, managers, stockholders,**  **employees, controlling persons, agents, professionals, attorneys, accountants, investment bankers, Affiliates or representatives of any such Person.** 

**“** Retained Books and Records **” means (i) all corporate seals, minute books, charter documents, corporate stock record books, original tax and financial records and such other files,**  **books and records to the extent they relate to any of the Excluded Assets or Excluded Liabilities or the organization, existence, capitalization or debt financing of Seller or of any Affiliate of**  **Seller, (ii) all books, files and records that would otherwise constitute a Business Record but for the fact that disclosure of books, files or records could (w) violate any legal constraints or**  **obligations regarding the confidentiality thereof, (x) waive any attorney client, work product or like privilege, (y) disclose information about Seller or any of its Affiliates that is unrelated to the**  **Acquired Assets or (z) disclose information about Seller or any of its Affiliates pertaining to energy or project evaluation, energy or natural gas price curves or projections or other economic**  **predictive models, or (iii) all books and records prepared in connection with or relating in any way to the transactions contemplated by this Agreement, including bids received from other**  **parties and analyses relating in any way to the Acquired Assets and the Assumed Liabilities.**

**“** Rule **” or “**

Rules **” means the Federal Rules of Bankruptcy Procedure.**

**“** SAH-VUL Carveout**” means the first $200,000.00 received after the Petition Date by the Subsidiary, Gulfstream Air Charter, Inc. from the ongoing performance of the Services**  **Agreement with Gulfstream Air Charter, Inc. subsequent to the Petition Date, as more fully described in and approved by the DIP Order.** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 54 of 93**-- - 55 -**  **“** Sale Hearing **” means that certain hearing conducted by the Bankruptcy Court on January 7, 2011 in connection with the Sale Motion.** 

**“** Sale Motion **” means that certain Emergency Motion For Orders Pursuant To 11 U.S.C. Sections 105, 363 And 365 And Fed. R. Bankr. P. 2002, 6004, 6006 And 9014 (A) Approving (I)**  **Bidding Procedures, (II) Form And Manner Of Sale Notices, And (III) Sale Hearing Date And (B) Authorizing And Approving (I) Sale Of A Portion Of Or Substantially All Of The Seller**  **Assets Free And Clear Of Certain Liens, Claims, And Encumbrances, And (II) Assumption And Assignment Of Executory Contracts And Unexpired Leases [D.E. #98] filed by Seller.** 

**“** Sale Order **” means the Order pursuant to 11 U.S.C. §§ 105, 363 and 365 of the Bankruptcy Code (a) approving the sale of substantially all of the assets of Seller free and clear**  **of all liens, claims, encumbrances and interests to VPAA Co. or its nominee; (b) approving the assumption and assignment of executory contracts and unexpired leases; and (c) granting related**  **relief, entered as D.E. #______ by the Bankruptcy Court.**

**“** Tax Return **” means any report, return, information return, filing or other information, including any schedules, exhibits or attachments thereto, and any amendments to any of the**  **foregoing required to be filed or maintained in connection with the calculation, determination, assessment or collection of any Taxes (including estimated Taxes).** 

**“** Taxes **” means all taxes, however denominated, including any interest, penalties or additions to tax that may become payable in respect thereof, imposed by any Government, which**  **taxes shall include all income taxes, payroll and employee withholding, unemployment insurance, social security (or similar), sales and use, excise, franchise, gross receipts, occupation,**  **real and personal property, stamp, transfer, workmen’s compensation, customs duties, registration, documentary, value added, alternative or add-on minimum, estimated,** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 55 of 93**-- - 56 -**  **environmental (including taxes under Section 59A of the Code) and other obligations of the same or a similar nature, whether arising before, on or after the Closing Date.** 

**“** TSA **” means the United States Department of Homeland Security Transportation Security Administration.** 
ARTICLE 2

PURCHASE AND SALE OF THE ACQUIRED ASSETS **2.1 Transfer of Acquired Assets . At the Closing, and upon the terms and conditions**  **herein set forth, Seller shall sell to Buyer, and Buyer shall acquire from Seller, all of Seller’s right, title and interest in, to and under the Acquired Assets free and clear of all Liens, claims and**  **other interests (except for Assumed Liabilities) pursuant to Sections 105, 363 and 365 of the Bankruptcy Code. “** 

Acquired Assets **” shall mean substantially all of Seller’s assets, including, all direct or indirect, right, title and interests of Seller in and to all the tangible and intangible**  **assets, properties, rents, claims and contracts of Seller, to the extent transferable, including without limitation the following property (but shall exclude the Excluded Assets, as defined**  **below): (a) all of Seller’s rights under any leases of real property (the “**  Real Estate Leases **”), including but not limited to the Real Estate Leases listed on Schedule 2.1** Error! Reference source not found. **of the Disclosure Schedules (the real property leased by Seller pursuant to the Real Estate Leases, the “**  Leased Real Property **”);**

**(b) all tangible personal property; (c) all inventory;**  **(d) all good will and other general intangible assets and rights of Seller relating to their businesses, including, but not limited to, tools of the trade and business**  **processes; (e) those certain executory contracts and unexpired leases to be assumed by**  **Seller and assigned to Buyer pursuant to Section 365 of the Bankruptcy Code (as designated by Buyer in its sole discretion prior to Closing (as defined below)) including without limitation all**  **written or oral contacts, agreements, licenses, sublicenses, leases, subleases, mortgages, instruments, guaranties, commitments, understandings, undertakings or similar arrangements,**  **whether express or implied, as listed on Schedule 2.1(e) of the Disclosure Schedules or as**  **otherwise determined in accordance with Article 4 hereof (collectively, the “**  Designated Contracts **”). Notwithstanding the foregoing, Seller is assuming the RACC Agreements (as defined in paragraph I of the Bid Procedures Order) and the Agreed RACC Terms (that was**  **admitted as Exhibit 2 at the Sale Hearing) and assigning them to Buyer, thereby entitling Buyer to acquire the Raytheon Aircraft as contemplated by the RACC Agreements and the Agreed**  **RACC Terms and entitling RACC to the RACC Cure Amount and as contemplated by Section 5.4**  **hereof, and the RACC Agreements are Designated Contracts;**

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 56 of 93**-- - 57 -**  **(f) all accounts, notes or other receivables; (g) all lawsuits, claims, counterclaims, deposits, prepayments, refunds,**  **abatements, causes of action, rights of recovery, rights of set off and rights of recoupment; provided**  **that Seller's causes of action against any of Seller’s officers and directors shall be**  **excluded from the sale and deemed to remain with the Seller’s estates (with the exception of causes of action against David Hackett, Philip LeFevre, Timothy Murphy, Leon Knight, Craig**  **Attel, and Christopher Eason which shall be acquired by Buyer); provided further, that any claims, counter-claims, objections to claims against any creditor of, or party who asserts claims**  **against, the Seller' estates and causes of actions arising out of sections 510, 542, 543, 544, 545, 546, 547, 548, 549, 550 or 553 of the Bankruptcy Code, shall be excluded from the sale and**  **deemed to remain with the Seller’ estates (with the exception of any claims against Shelter Island, which shall be acquired by the Buyer);** 

**(h) all claims, rights and interests in or to any refund, rebate, abatement or other recovery for Taxes, together with any interest due thereon or penalty rebate arising**  **therefrom, for any tax period (other than in respect of any of the Excluded Assets);**

**(i) all accounts receivable; (j) all cash and cash equivalents, with the exception of the SAH-VUL**  **Carveout and the cash component of the Purchase Price;**

**(k) all authorizations, franchises, approvals, consents, permits, licenses, orders, registrations, certificates, variances and similar rights obtained from any governmental**  **entity (including, without limitation, the Federal Aviation Administration (“FAA”) and the Department of Transportation ("DOT")) and all pending applications therefor or renewals**  **thereof, in each case to the extent transferrable to the Buyer ("Permits");**

**(l) all vehicles, furniture, fixtures and property, plant and equipment, including, without limitation, all computers, software, information management systems, aircraft**  **equipment, tooling and machinery, and technical publications and manuals;**

**(m) all intellectual property and rights under and with respect to intellectual property;**  **(n) all software used in the Seller’ businesses, to the extent transferable to Buyer;**  **(o) all existing and assignable manufacturer or vendor warranties;**

**(p) all books, ledgers, files, documents, correspondence and records related to the Seller’ businesses owned by or in control of the Seller, or any one of them (in whatever**  **format they exist) except as otherwise provided for herein, including, without limitation, customer lists, prospect lists, customer and customer-related files, customer records, test results,**  **product specifications, plans, data (including, without limitation, any and all data related to the Seller’ businesses stored in any accounting or other software program or system) architectural**  **plans, drawings and specifications, creative materials, advertising, marketing, promotional**

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 57 of 93**-- - 58 -**  **materials, studies, drawings, diagrams, training manuals, engineering data, operating records, inventory records, business plans, customer credit records, aircraft maintenance records,**  **pilot/crew scheduling records, and any documentation required to be maintained by the FAA; provided**  **that the Buyer shall provide to Seller and the Committee or any successor**  **representative of the Seller’s estates, including any subsequently appointed or designated Liquidating Trustee, Chapter 7 Trustee or other creditor representative (collectively, the "**  Estate Representative **"), after reasonable notice and during normal business hours, access (which shall include the right to photocopy, duplicate or otherwise copy and save in an electronic format to an**  **external hard drive) to all books and records relating to all periods prior to Closing for purposes of investigating, pursuing and filing claims, counter-claims, objections or causes of action that**  **remain with the Seller’s estates as provided herein and for purposes of meeting the Seller’s compliance obligations, such as the filing of tax returns, monthly operating reports with the**  **Office of the United States Trustee and otherwise meeting the Seller’s statutory or procedural responsibilities. Without limitation, books and records shall include all business records of the**  **Seller relating to periods prior to Closing maintained in the ordinary course, whether in electronic or paper form. In the event business records are maintained in an electronic format**  **which may only be reasonably viewed, saved or printed through specialized software owned, licensed or otherwise utilized by the Seller, the Buyer shall reasonably assist the Estate**  **Representative with access to such software for the purposes described herein.**

**(q) all applications, exhibits, appendices, correspondence, notices, inquires, reports, proposed orders, orders and decisions sent to or by the FAA pertaining to the Seller or**  **their employees; and**

**(r) all internal reports, studies, summaries, memoranda and correspondence of the Seller, their employees or consultants pertaining to any matter within the jurisdiction of the**  **FAA. 2.2 Excluded Assets**  **. The Acquired Assets do not include the properties and assets listed or described in this Section 2.2**  **(all properties and assets not being acquired by Buyer are herein referred to as the “** Excluded Assets **”):**

**(a) all rights to Claims or adjustments with respect to Excluded Assets relating to any proceeding before any Government and all rights to insurance proceeds or other**  **insurance recoveries to the extent relating to Excluded Assets or Excluded Liabilities;**

**(b) all Claims, including any Avoidance Actions Claims, arising out of or relating in any way to the Bankruptcy Case or any of the transactions contemplated thereby or**  **entered into as a consequence thereof including any claims (as defined in Section 101(5) of the Bankruptcy Code) filed, scheduled or otherwise arising in the Bankruptcy Case; provided**  **that any claims against Shelter Island Opportunity Fund, LLC ("Shelter Island"), David Hackett,**  **Philip Le Feure, Timothy Murphy, Leon Knight, Craig Attel and Christopher Easton, shall be acquired by Buyer.** 

**(c) all Claims, including any Avoidance Action Claims of Seller or Seller’s estate against SAH-VUL Strategic Partners, I, LLC and Taglich Brothers, Inc. and their**  **respective members, shareholders, officers, directors, managers or employees;**

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 58 of 93**-- - 59 -**  **(d) all rights of Seller arising under this Agreement and under any other agreement between Seller and Buyer entered into in connection with this Agreement, including**  **without limitation, the Purchase Price;**

**(e) all Retained Books and Records; (f) the SAH-VUL Carveout;**  **(g) any assets set forth on Schedule 2.2(g) of the Disclosure Schedules; and**  **(h) Excluded Contracts. 2.3 Assumption of Liabilities**  **. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained,**  **at the Closing, Buyer shall assume, and Buyer shall hereafter pay, perform and discharge when due, the liabilities and obligations of Seller as listed below (collectively, the “**  Assumed Liabilities **”): (a) all Non-Professional Administrative Claims (as defined at Section 3.1(b)**  **);**

**(b) all liabilities and obligations under the Designated Contracts arising after the Closing Date and the Cure Claims for such Designated Contracts;** 

**(c) all liabilities and obligations of Seller under the Permits arising after the Closing Date;**  **(d) all liabilities and obligations of Buyer for Taxes to the extent (but solely to the extent) provided in Article 12**  **;**

**(e) all liabilities and obligations relating to or arising from the ownership or operation of the Acquired Assets after the Closing Date;** 

**(f) liabilities related to employees and former employees of Seller to the extent provided for in Section 9.4**  **; and**

**(g) the liabilities of Seller to Shelter Island. 2.4 Excluded Liabilities**  **. Except as specifically provided in Section 2.3 hereof, Buyer**  **shall not assume nor be deemed to assume and shall have no responsibility or obligation with respect to, any liability or obligation of, or claim against, Seller, or of any predecessor,**  **stockholder or other Affiliate of Seller, of any kind or nature, whether absolute, accrued, contingent or otherwise and whether due or to become due and whether or not asserted, and**  **whether or not known or unknown or currently existing or hereafter arising, and however arising (collectively, the “** 

Excluded Liabilities **”). The Excluded Liabilities shall include, without limitation:**  **(a) all liabilities or obligations in respect of or relating to the Excluded Assets;**

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 59 of 93**-- - 60 -**  **(b) liabilities related to employees and former employees of Seller except as provided in Section 9.4;** 

**(c) except as otherwise set forth in Section 3.1(b) and (c)**  **, all of Seller’s professional fees and expenses for advisors, including without limitation, advisors retained**  **pursuant to an Order of the Bankruptcy Court;**

**(d) except as otherwise assumed by Buyer as a Designated Contract by Buyer, all employment and change in control agreements (or such similar agreements) and all stock**  **option agreements and stock purchase agreements to which Seller is a party;**

**(e) all obligations and liabilities associated with any Employee Benefit Plan of Seller that is not expressly acquired or assumed by Buyer;** 

**(f) liabilities and obligations, whether known or unknown, relating to any environmental, health or safety matter (including, without limitation, any liability or obligation**  **arising under Laws);**

**(g) trade payables and priority or non-priority unsecured claims not expressly assumed under this Agreement;** 

**(h) any indebtedness or obligation for borrowed money of Seller not expressly assumed under this Agreement;** 

**(i) any liabilities of Seller which any Person seeks to impose upon Buyer by virtue of any theory of successor liability;** 

**(j) any liabilities with respect to any action, claim, suit, arbitration, inquiry, investigation or other proceeding of any nature (whether criminal, civil, legislative,**  **administrative, regulatory, prosecutorial or otherwise) by or before any arbitrator or Government or similar Person or body (each, an “**  Action **”) or other contingent liabilities of Seller, whether or not disclosed to Buyer, relating to periods and occurrences ended on or before the Closing Date,**  **including, without limitation, any Actions or other claims or contingent liabilities relating to tort, personal injury and products liability;** 

**(k) obligations arising under each Contract that is not an Designated Contract listed on Schedule 2.4(k)**  **, or as otherwise determined not to be a Designated Contract in accordance with Article 4**  **hereof (an “** Excluded Contract **”);**

**(l) all liabilities and obligations of Seller arising under or relating to any notice and other requirements of the Worker Adjustment and Retraining Notification Act of 1988**  **(the “** WARN Act **”); and**

**(m) any obligation to provide and any claims made pursuant to any COBRA coverage and any related administrative costs.** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 60 of 93**-- - 61 -**  ARTICLE 3 CONSIDERATION **3.1 Consideration . The aggregate consideration for the sale and transfer of the**  **Acquired Assets at the Closing shall be the aggregate of the amounts described below (the**

**“** Purchase Price **”), which shall be payable and deliverable as follows:**

**(a) Buyer shall assume, satisfy, or otherwise discharge the outstanding balance of the DIP Loan in full, including all principal, interest, costs, expenses and fees due on**  **the Closing Date.**

**(b) Buyer shall assume, discharge or otherwise satisfy all unpaid and "allowed" administrative expense claims pursuant to Bankruptcy Code § 503 arising prior to the**  **date of Closing, with the exception of fees and costs sought by professionals retained by Seller’s estates pursuant to Bankruptcy Code §§ 327, 328, 330 and 1103 (the “**  Non-Professional Administrative Claims **”). The Seller shall seek to establish an administrative claims bar date for no later than thirty (30) days after the Closing.** 

**(c) During the period leading up to the Closing, and as limited below, Seller shall continue to operate in the ordinary course, subject to budgets prepared by Seller and**  **approved by Buyer, DIP Lender and the Committee (the “** Budget **”), which Budget shall include a line item for payment of professionals of Seller’s estates for any services performed subsequent**  **to the Sale Hearing and prior to Closing. During the period leading up to the Closing, to the extent going-forward expenses exceed going-forward revenues in the Budget, DIP Lender shall**  **fund up to $300,000.00 per calendar month (or the pro-rated portion thereof during the month of Closing) under the DIP Loan for purposes of paying allowed going-forward administrative**  **expenses. Any amounts for the payment of professionals of the Seller's estates allocated in the Budget and approved by DIP Lender pursuant to this subparagraph shall be deposited into the**  **Professional Expense Escrow (as defined in the DIP Order).**

**(d) Buyer shall assume, satisfy or otherwise discharge Shelter Island’s claim in full and final satisfaction, release and discharge of any and all claims Shelter Island has or**  **may have against Seller, Seller’s estates, DIP Lender, Buyer or any of their respective Affiliates.**

**(e) Except as otherwise provided herein, in full and final satisfaction, release and discharge of any and all claims (as such term is defined pursuant to 11 U.S.C. § 101(5)) of**  **Seller, Seller’s estate, the Committee, and Seller’s creditors and interest holders against DIP Lender, Buyer and their respective Affiliates, Buyer shall pay $600,000.00 to Seller’s estate**  **which shall be deposited in Seller’s debtor-in-possession account not to be disbursed until further Order of the Bankruptcy Court.** 

**(f) From the amounts due to it under the DIP Loan, the DIP Lender shall allocate the sum of $100,000.00 for the benefit of Seller’s estates to be used in the discretion of**  **the estates’ professionals, earmarked for the prosecution of any and all Avoidance Actions, objections to claims, and any other anticipated litigation, which amount shall be funded in cash**  **and deposited into the Professional Expense Escrow (as defined in the DIP Order) at Closing subject to disbursement by further order of the Bankruptcy Court; provided**  **, however , that (i) no** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 61 of 93**-- - 62 -**  **Avoidance Actions or other investigation or litigation of any kind or nature shall be brought or instigated by Seller (or any one of them or any successor thereto), Seller’s estates, the Committee**  **or any subsequent appointed Chapter 11 or Chapter 7 Trustee against Buyer, the DIP Lender, any of their respective Affiliates, Shelter Island, RACC, David Hackett, Philip LeFevre, Timothy**  **Murphy, Leon Knight, Craig Attel, or Christopher Eason in any event, and (ii) no Avoidance Actions shall be commenced or otherwise pursued by Seller (or any one of them or any successor**  **thereto), Seller’s estates, the Committee or any subsequent Chapter 11 or Chapter 7 Trustee against creditors with whom Buyer may wish to maintain or establish going-forward business**  **relationships without the prior written consent of Buyer, pursuant to Section 8.6 hereof.** 

**(g) Buyer will purchase the aircraft leased to Seller from Raytheon Aircraft Credit Corporation (“**  RACC **”) for a purchase price of no more than Eighteen Million Seven Hundred Thousand Dollars ($18,700,000.00) on such terms referred to in Section 5.4**  **below. 3.2 Deposit**  **. To secure the obligations of Buyer hereunder, DIP Lender hereby allocates Seven Hundred Sixty-Five Thousand Dollars ($765,000.00) from the amounts due it**  **under the DIP Loan due to be utilized as a deposit (the “** Deposit **”). In the event that the Closing does not occur, the Deposit shall be paid to the Party entitled thereto in accordance with**  **Article 14 , and if the Deposit shall become payable to Seller, the first $765,000.00 of the**  **outstanding obligations under the DIP Loan shall be waived, released and satisfied.** ARTICLE 4 DESIGNATION RIGHTS **4.1 Designated Contracts**

**. (a) Except as otherwise provided herein, at the time of Closing, Seller shall**  **assume (to the extent required) pursuant to section 365(a) of the Bankruptcy Code and then assign and sell to Buyer pursuant to sections 365(f) and 363(b), (f) and (n) of the Bankruptcy**  **Code, and Buyer shall assume and accept from Seller, the Designated Contracts.**

**(b) Except as otherwise set forth herein, Buyer will be responsible for the payment of the Cure Claims in connection with the assumption and assignment of the Designated**  **Contracts, pursuant to Section 365 of the Bankruptcy Code in connection with its acquisition of the Acquired Assets, provided**  **that , if the Buyer effects the acquisition of the Raytheon Aircraft,**  **the RACC Cure Amount shall be addressed as provided in Section 5.4(j) of this Agreement.** 

**(c) With the exception of Designated Contracts subject to objections by (i) Richard Bulow [D.E. #275]; (ii) Palm Beach County [D.E. #276]; (iii) Gulfstream Air**  **Charter, Inc. [D.E. #279]; (iv) Greater Orlando Aviation Authority [D.E. #280]; (v) CIGNA Dental Health of Florida, Inc., CIGNA Dental Health of Ohio, Inc., CIGNA Dental Health of**  **Pennsylvania, Inc., CIGNA Dental Health of Texas, Inc., Connecticut General Life Insurance Company [D.E. #267] and United States [D.E. #278] (the “**  Assumption Objections **”), and unless otherwise agreed to in writing by Buyer and any counterparty to a Designated Contract (each, a** 

**“** Counter-Party **” and collectively, the “** Counter-Parties **”), the Cure Claims shall equal the cure amounts listed by Seller in the assumption notice filed with the Bankruptcy Court on December**  **22, 2010 (the “**

Assumption Notice **”) (D.E. #238). The Cure Claims set forth in the Assumption** Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 62 of 93**-- - 63 -**  **Notice shall be deemed the entire cure obligation of Seller and Buyer due and owing under section 365 of the Bankruptcy Code. The Sale Order shall provide that the Counter-Parties to the**  **Designated Contracts shall be barred and enjoined from raising or asserting future claims against Buyer or Seller based on any Cure Amounts or any other claim, obligation or liability arising on**  **or before the Closing Date.**

**(d) Notwithstanding anything to the contrary, at any time and from time to time on or before one (1) Business Day prior to the Closing, except with respect to the RACC**  **Assignment, Buyer may, by written notice to Seller, amend the list of Designated Contracts to add or remove any Contract which it desires to constitute a Designated Contract (and thereafter**  **such Contract shall constitute a Designated Contract) or remove any Contract which it desires to constitute an Excluded Contract (and thereafter such Contract shall constitute an Excluded**  **Contract). The Buyer shall be required to pay any Cure Claim related to a Contract ultimately designated by the Buyer as a Designated Contract as provided herein. Buyer shall not be**  **required to make any payments for Cure Claims or any other amounts for Excluded Contracts.**

**(e) Notwithstanding anything to the contrary herein, at any time and from time to time on or before the ninetieth (90**  **th ) day after Closing, Buyer may designate one or more**  **Discovered Contracts as a Designated Contract upon ten (10) days notice to the Counter-Party to any such Discovered Contract. In the event the Counter-Party to a Discovered Contract objects**  **to the assumption and assignment of the Discovered Contract, Buyer shall direct Seller or its successors, as the case may be, to file the appropriate motion with the Bankruptcy Court for the**  **assumption and assignment of all Discovered Contracts objected to by any Counter-Party.**

**(f) DIP Lender shall fund under the DIP Loan any allowed administrative expenses that the Seller incurs under a contract during the period prior to the date the Buyer**  **designates such Contract as a Designated Contract or an Excluded Contract.**

**(g) Any Excluded Contract as set forth herein shall be subject to rejection by Seller under Section 365 of the Bankruptcy Code, and the Counter-Party to any Excluded**  **Contract ultimately rejected by Seller shall have a period of thirty (30) days after such rejection to file a rejection damage claim related thereto.** 

**(h) The Buyer shall have the right, in its sole discretion, to direct Seller to assume and assign to Buyer any one or more schedules, appendices, annexes or other**  **attachments to any Designated Contract as directed by Buyer, in its sole discretion, to the extent permitted by applicable Law. Any such schedules, appendices, annexes or other attachments to**  **any Contract that are so assumed and assigned shall be Designated Contracts.**

**(i) With respect to any Real Estate Leases, airport leases or similar lease, Seller hereby grants to Buyer a general license to enter, possess and use the premises subject to**  **the terms of such lease until the date Buyer designates such lease as a Designated Contract or an Excluded Contract.** 

**(j) Any assumption and assignment of any executory contracts wherein the United States Government is the counter-party to such contract shall require the consent of the**  **United States Government. To the extent that the Seller’ contract with CSC Applied**

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 63 of 93**-- - 64 -**  **Technologies LLC is designated by Buyer as a Designated Contract, any changes to the terms and conditions of that contract shall require the consent of the United States.** 

**(k) Notwithstanding anything to the contrary in this Agreement, the Clearinghouse Receivables (as hereinafter defined) shall be conveyed and transferred to Buyer**  **subject to (and not free and clear of) any setoff and recoupment rights of the participants other than Seller in the Clearinghouses (as hereinafter defined) against such accounts receivable**  **enforceable under applicable law, subject to the provisions of Section 553 of the Bankruptcy Code; provided**  **, however , nothing in this Order shall constitute a release or waiver of any right**  **of Seller or Buyer to object to or otherwise challenge any Clearinghouse participant’s claim (as that term is defined in Section 101(5) of the Bankruptcy Code) or its eligibility for setoff or**  **recoupment under applicable non-bankruptcy law. For purposes of this Agreement, the term**

**“** Clearinghouse Receivables **” means amounts owing to Seller from other Clearinghouse participants based on ordinary course transactions (including interline passenger, interline**  **freight, non-transportation and Universal Air Travel Plan transactions) subject to settlement through the Airlines Clearing House, Inc. (“**  ACH **”) and/or the International Air Transport Association Clearing House (the “**  IATA Clearing House **” and together with ACH, collectively, the “**  Clearinghouses **”), pursuant to the agreements, rules, and regulations governing the Clearinghouses.**  **4.2 Non-Assignment of Designated Contracts . Anything contained herein to the**  **contrary notwithstanding, (i) this Agreement shall not constitute an agreement to assign any Designated Contract if, after giving effect to the provisions of Sections 363 and 365 of the**  **Bankruptcy Code, an attempted assignment thereof, without obtaining a Consent, would constitute a breach thereof or in any way negatively affect the rights of Seller or Buyer, as the**  **assignee of such Designated Contract and (ii) no breach of this Agreement shall have occurred by virtue of such non-assignment. If, after giving effect to the provisions of Sections 363 and**  **365 of the Bankruptcy Code, such Consent is required but not obtained, Seller shall, at Buyer’s sole cost and expense, cooperate with Buyer in any reasonable arrangement, including Buyer’s**  **provision of credit support, designed to provide for Buyer the benefits and obligations of or under any such Designated Contract, including enforcement for the benefit of Buyer of any and**  **all rights of Seller against a third party thereto arising out of the breach or cancellation thereof by such third party; provided**  **, that nothing in this Article 4**  **shall (x) require Seller to make any significant expenditure or incur any obligation on its own or on Buyer’s behalf or (y) prohibit**  **Seller from ceasing operations or winding up its affairs following the Closing. Any assignment to Buyer of any Designated Contract that shall, after giving effect to the provisions of Sections**  **363 and 365 of the Bankruptcy Code, require the Consent of any third party for such assignment as aforesaid shall be made subject to such Consent being obtained. Any Contract that would be a**  **Designated Contract but is not assigned in accordance with the terms of this Article 4 shall not**  **be considered a Designated Contract for purposes hereof unless and until such Contract is assigned to Buyer following the Closing Date upon receipt of the requisite consents to**  **assignment and Bankruptcy Court approval.**

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 64 of 93**-- - 65 -**  ARTICLE 5 CLOSING AND DELIVERIES **5.1 Closing . The consummation of the transactions contemplated hereby (the** 

**“** Closing **”) shall take place at the offices of Akerman Senterfitt, 350 East Las Olas Boulevard, Suite 1600, Fort Lauderdale, Florida 33301 at 10:00 a.m. ET on the second Business Day**  **following the satisfaction or waiver by the appropriate party of all the conditions contained herein, or on such other date or at such other place and time as may be agreed to by the parties**  **hereto (the “** Closing Date **”). The Closing will be deemed to be effective at 11:59 p.m. (local time) on the Closing Date.**  **5.2 Seller’s Deliveries**

**. (a) The sale, transfer, assignment and delivery by Seller of the Acquired**  **Assets to Buyer, as herein provided, shall be effected on the Closing Date. At the Closing, Seller shall deliver the following documents which shall be consistent with the terms of this**  **Agreement: (i) a bill of sale with respect to the Acquired Assets (other than the**  **Designated Contracts, Permits and Leased Real Property), duly executed by Seller and in a form reasonably acceptable to Buyer and Seller;** 

**(ii) an assignment and assumption agreement with respect to the Designated Contracts and Assumed Liabilities, duly executed by Seller and in a form**  **reasonably acceptable to Buyer and Seller;**

**(iii) the Business Records (it being understood that any Business Records located at Seller’s corporate offices need not be physically delivered, but shall be**  **deemed delivered at the Closing);**

**(iv) an assignment, conveyance and assumption agreement with regard to the Real Estate Leases, duly executed by Seller and in a form reasonably acceptable to**  **Buyer and Seller;**

**(v) a secretary’s certificate certifying as to the resolutions of the board of directors of Seller approving and authorizing this Agreement and the transactions**  **contemplated by this Agreement and in a form reasonably acceptable to Buyer and Seller;**

**(vi) a true and correct copy of the Sale Order, which order shall be a Final Order;**  **(vii) an affidavit of non-foreign status that complies with Section 1445 of the Code, duly executed by Seller and in a form reasonably acceptable to Buyer and**  **Seller; (viii) a certificate signed by a duly authorized officer of Seller in**  **accordance with Section 13.3(a) ;**  Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 65 of 93**-- - 66 -**  **(ix) a certificate signed by a duly authorized officer of Seller in accordance with Section 13.3(b)**  **; and**

**(x) such other documents as Buyer’s counsel may reasonably request that are necessary to evidence or consummate the transactions contemplated by this**  **Agreement in forms reasonably acceptable to Buyer and Seller. (b) Notwithstanding anything in this Agreement to the contrary, Seller’s**  **obligation to convey to Buyer all rights of Seller under the Permits listed on Schedule 6.8 shall**  **consist of providing: (i) if required by Law, notices of intent to transfer the Permit to Buyer in accordance with the Government regulations governing such Permit transfer, (ii) information as**  **required by the Government regulations governing such Permit transfer and (iii) assistance to Buyer in obtaining the transfer of such Permits.**  **5.3 Buyer’s Deliveries . At the Closing, Buyer shall deliver the following documents**  **and other items which shall be consistent with the terms of this Agreement:**

**(a) Buyer shall pay to Seller the cash portion of the Purchase Price by wire transfer of immediately available funds to an account designated by Seller;** 

**(b) Buyer shall execute and deliver to Seller an instrument of assumption of liabilities with respect to the Designated Contracts and the Assumed Liabilities in a form**  **reasonably acceptable to Buyer and Seller;**

**(c) an assignment, conveyance and assumption agreement with regard to the Real Estate Leases, duly executed by Buyer in a form reasonably acceptable to Buyer and Seller;** 

**(d) a secretary's certificate certifying as to the resolutions of the board of directors of Buyer approving and authorizing this Agreement and the transactions contemplated**  **by this Agreement and in a form reasonably acceptable to Buyer and Seller;**

**(e) a certificate signed by a duly authorized officer of Buyer in a form reasonably acceptable to Buyer and Seller in accordance with Section 13.2(a)**  **;**

**(f) a certificate signed by a duly authorized officer of Buyer in a form reasonably acceptable to Buyer and Seller in accordance with Section 13.2(b)**  **; and**

**(g) such other documents as Seller’s counsel may reasonably request prior to Closing that are necessary to evidence or consummate the transactions contemplated by this**  **Agreement in forms reasonably acceptable to Buyer and Seller. 5.4 Acquisition of RACC Aircraft** 

**. (a) RACC shall sell to Buyer, and the Buyer shall purchase the Raytheon**  **Aircraft upon the following terms:**

**(b) As soon as practicable, but not later than January 20, 2011, Buyer shall cause to be deposited the sum of $18,700,000.00 (such amount as it may be adjusted pursuant to** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 66 of 93**-- - 67 -**  **the credits set forth in subparagraph (f) below, the “**RACC Purchase Price **”) into a non-interest bearing escrow account (the “**  Escrow Account

**”), in accordance with the terms of an escrow agreement in form and substance reasonably acceptable to RACC and Buyer (the “**  Escrow Agreement **”), with the escrow agent (the "** Escrow Agent **") to be Insured Aircraft Title Service or another recognized aircraft title company in Oklahoma City, or, with RACC’s and Buyer’s**  **consent, a recognized FAA law firm in Oklahoma City, selected by RACC that is reasonably satisfactory to Buyer. At the reasonable request of Buyer, RACC will deposit with the Escrow**  **Agent for the Escrow Account a bill of sale for each of the Raytheon Aircraft, which shall be in the form previously agreed and in accordance with the RACC Letter Agreement.** 

**(c) The Escrow Agreement shall provide that,** inter alia **, Escrow Agent shall release the funds in the Escrow Account to RACC upon (i) RACC’s delivery of the previously**  **agreed form of Bill of Sale for each Raytheon Aircraft (which will be the only required documentation); and (ii) Buyer’s receipt of all necessary regulatory approvals for the**  **consummation of the transactions contemplated by this Agreement from the FAA and DOT (the**

**“** Federal Aviation Approvals **”).**

**(d) Buyer represents and warrants that (i) the Buyer is a citizen of the United States in accordance with 49 U.S.C. Section 40102(a)(15) and to the extent required by the FAA**  **and DOT, and (ii) it is the Buyer’s well-founded belief that it shall be entitled to register the RACC Aircraft and that it is qualified to obtain and operate the airline as currently operated by**  **the Seller by meeting the statutory and regulatory qualifications necessary to obtain the Federal Aviation Approvals.** 

**(e) Buyer has paid, will pay, or will cause Seller to pay, to RACC certain lease rent payments on the Raytheon Aircraft (i) in the amount of $220,500.00 on or before**  **January 6, 2011, (which payment RACC has acknowledged has been made), and unless and until the RACC Purchase Price has been released from the Escrow Account and received by RACC,**  **(ii) the amount of $262,500.00 on or before January 20, 2011, and (iii) on or before each of February 6, March 6, and April 6, 2011 the amount of $525,000.00. To the extent that the**  **RACC Purchase Price being held in the Escrow Account is released and received by RACC during any of these periods, the pro rata portion of rent paid for the period following such escrow**  **release and receipt (using a 30-day month and actual days to the end of the paid period) shall be returned to Buyer. Any such lease rent payments on the Raytheon Aircraft funded by DIP**  **Lender shall be funded under the DIP Loan but shall be excluded from the $300,000.00 monthly cap set forth in Section 3.1(c) hereof.** 

**(f) The entire lease rent payment of $220,500.00 made on or before January 6, 2011 and a ratable portion of the other lease rent payments that have been made under**  **the immediately preceding paragraph, using as the basis for that proration, an assumed monthly payment of $441,000.00 (so that, for example, for a full month lease rent payment, 441/525 of**  **that payment, if actually made and retained by RACC, is the ratable portion) shall be credited against the RACC Purchase Price on a dollar-for-dollar basis upon the release of the escrow to**  **RACC. The credit applies only to payments actually made and retained by RACC and shall be provided directly to Buyer by the Escrow Agent.** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 67 of 93**-- - 68 -**  **(g) Buyer agrees to use all reasonable best efforts to obtain all necessary Federal Aviation Approvals as soon as possible.** 

**(h) In any and all events, except as with respect to the last two sentences of this subsection (which provisions shall survive termination of this Agreement), the arrangements**  **contained in this subsection will terminate, on April 30, 2011, unless the escrow is released and the RACC Purchase price is received by RACC on or before April 30, 2011. Upon such**  **termination, Seller shall comply with all provisions contained in that certain Order Establishing Return Arrangements in Connection with the Raytheon Aircraft Credit Corporation Aircraft,**  **entered by the Court on December 15, 2010 [D.E. #210]. Upon such termination, RACC shall have the right to file proofs of claim and/or assert and prosecute administrative expense claims in**  **the Bankruptcy Case.**

**(i) Seller, Buyer and RACC shall comply in all respects with the terms and conditions contained in the RACC Agreements and the Agreed RACC Terms, including, without**  **limitation, that all aircraft will be and remain airworthy at all times and in good condition and Gulfstream’s engine maintenance program will be current in all respects, unless RACC expressly**  **otherwise agrees in writing.**

**(j) Based upon the agreement of the Seller, the Committee, RACC, upon the release of the RACC Purchase Price from the Escrow Account and its receipt by RACC as and**  **when provided above in this Section 5.4 (the “Escrow Release Date”), the Seller and the Seller’s bankruptcy estates shall be deemed to have waived, released and discharged, and each of the**  **Seller and the Seller’s bankruptcy estates do hereby waive, release and discharge, effective as of the Escrow Release Date (without the need for any act or action by the Court or any Person), any**  **and all claims they may hold, or that are held through, or are derivative from or of, the rights or interests of any of the foregoing, against RACC, and RACC shall be deemed to have waived,**  **released, and discharged, and RACC do hereby waive, release and discharge, effective as of the Escrow Release Date (without the need for any act or action by the Court or any Person), any**  **and all claims that it has against the Seller and the Seller’s bankruptcy estates with respect to the RACC Agreements prior to and including the Escrow Release Date, specifically including**  **RACC’s right to (i) receive any distribution with respect to the RACC Unsecured Claim and (ii) the RACC Cure Amount.**  ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF SELLER **Seller hereby represents and warrants to Buyer subject to such exceptions as are identified in the Disclosure Schedules hereto, as of the date hereof and as of the Closing Date**  **(other than the representations and warranties which are made as of a specified date, which speak only as of such date), as follows:**  **6.1 Corporate Organization . Seller is duly formed and validly existing and in good**  **standing under the Laws of the State of its formation. Seller has all requisite corporate (or**

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 68 of 93**-- - 69 -**  **equivalent) power and authority to own, lease and operate its properties, to carry on its business as now conducted (including the Business), and to perform its obligations hereunder and under**  **any ancillary agreement to which it is or will be party. Seller is qualified or authorized to do business and is in good standing under the laws of each jurisdiction in which it owns or leases its**  **real property and each other jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization.**  **6.2 Authorization and Validity . Subject to the Bankruptcy Court’s entry of the Sale**  **Order and the receipt of the Consents set forth on Schedule 6.4 of the Disclosure Schedules,**  **Seller has all requisite power and authority to enter into this Agreement and all other instruments and documents (the “**  Transaction Documents **”) required to be executed and delivered by Seller pursuant hereto or to enable Seller to effect the transactions contemplated hereby and, to carry**  **out its obligations hereunder and thereunder. Subject to the entry of the Sale Order, the execution and delivery of this Agreement and the Transaction Documents and the performance**  **by Seller of its obligations hereunder and thereunder have been duly authorized by all necessary action by the board of directors of Seller, and no other corporate proceedings on the part of Seller**  **are necessary to authorize such execution, delivery and performance. This Agreement and the Transaction Documents required to be executed and delivered by Seller have been duly executed**  **by Seller and, subject to the Bankruptcy Court’s entry of the Sale Order, and the receipt of the Consents on Schedule 6.4**  **of the disclosure Schedules constitute its valid and binding obligation, enforceable against it in accordance with the terms herein and therein.**  **6.3 No Conflict or Violation . Subject to (a) the receipt of all Consents set forth on**  **Schedule 6.4 of the Disclosure Schedules, or (b) the Bankruptcy Court’s entry of the Sale Order**  **and, if any, the execution, delivery and performance by Seller of this Agreement do not and will not (i) violate or conflict with any provision of the bylaws or certificate of incorporation**  **(collectively, the “** Organizational Documents **”) of Seller, (ii) violate any provision of Law or any order, judgment or decree of any court or Government (“**  Order **”) applicable to Seller, or (iii) violate or result in a breach of or constitute (with due notice or lapse of time or both) a**  **default under any Designated Contract. 6.4 Consents and Approvals**  **. Schedule 6.4 of the Disclosure Schedules sets forth a**  **true and complete list of each Consent and each declaration to or filing or registration with any Government or other Person that is required in connection with the execution and delivery of this**  **Agreement and the Transaction Documents by Seller or the performance by Seller of its obligations hereunder or thereunder.**  **6.5 Compliance with Law . Except as may result from the Bankruptcy Case, since**  **December 31, 2008 and as of the date of this Agreement, (i) Seller has not received written notice of any violation of any Law; (ii) Seller is not in default with respect to any Order,**  **applicable to any of the Acquired Assets; and (iii) no Action is pending or, to Seller’s knowledge, threatened against Seller alleging any failure to comply with any Order or Law.**  **Except for maintenance and similar obligations incurred in the ordinary course of Seller’s business, no material expenditures are, or based on any Law, Order or Permit will be, required of**  **Buyer for Seller and its business and operations to remain in compliance with all Laws, Orders and Permits immediately following the Closing.** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 69 of 93**-- - 70 -**  **6.6 Litigation . As of the date of this Agreement and except as set forth on**  **Schedules 6.6 or of the Disclosure Schedules, there are no Claims, suits or proceedings pending**  **or, to the Knowledge of Seller, threatened, before any Government brought by or against Seller which is reasonably likely to cause a Material Adverse Effect. No Order or Action required to be**  **set forth in Schedules 6.6 or 6.9 questions the validity or enforceability of this Agreement or any**  **Transaction Document, or is reasonably likely to result in any Material Adverse Effect on Seller or the Acquired Assets, and Seller has no basis to believe that any such Action may be brought**  **or threatened against Seller. 6.7 Material Contracts** 

**. (a) Schedule 6.7**  **of the Disclosure Schedules sets forth a true, complete and correct list of each Contract to which Seller or any Affiliate thereof is a party or is bound under**  **which the consequences of a default under or termination of such Contract would reasonably be expected to have a Material Adverse Effect (collectively, the “**  Material Contracts **”). Seller has provided or made available to Buyer true and complete copies of each Material Contract**  **(including all amendments thereto).**

**(b) Except for the Cure Amounts and as set forth in the Assumption Schedule, Seller has performed any obligations required to be performed by it to date under each Material**  **Contract and is not in breach or default thereunder, and, to the Knowledge of Seller, no other party to any of the Material Contracts included in the Designated Contracts is (with or without**  **the lapse of time or the giving of notice, or both) in material breach or default thereunder, except only for those defaults that will be cured in accordance with the Sale Order (or that need not be**  **cured under the Bankruptcy Code to permit the assumption and assignment of the Designated Contracts) as of the date of this Agreement. Each of the Material Contracts included in the**  **Designated Contracts is, or will be at the Closing, valid, binding and in full force and effect against Seller.**  **6.8 Permits . Schedule 6.8**  **of the Disclosure Schedules sets forth a complete and correct list of all material Permits and all pending applications therefor obtained by Seller in**  **connection with the Business or the Acquired Assets as of the date of this Agreement. As of the date of this Agreement, each such Permit is, and as of the Closing Date, each such Permit will**  **be, valid and in full force and effect (subject to obtaining any required Consent to the transfer thereof), and is not be subject to any pending or, to Seller’s Knowledge, threatened**  **administrative or judicial proceeding to revoke, cancel, suspend or declare such Permit invalid in any respect.**  **6.9 Environmental Matters**

**. (a) To the Knowledge of Seller, Seller is in compliance with applicable**  **Environmental Laws applicable to the Acquired Assets and the Business as of the date of this Agreement.**  **(b) Since December 31, 2008, Seller has not received a written complaint, Order, directive, Claim, request for information, citation or notice of violation from any**  **Government or any other Person relating to any actual or alleged noncompliance with or liability**

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 70 of 93**-- - 71 -**  **under any Environmental Law with respect to any release, spill, leak, discharge or emission of any Hazardous Materials to the air, surface water, groundwater or soil of the Leased Real**  **Property. 6.10 Real Property** 

**. (a) Seller does not own any real property.**  **(b) Schedule 2.1(a) sets forth (i) each Real Estate Lease under which Seller is**  **the lessor of real property, and (ii) each Real Estate Lease under which Seller is the lessee of real property. Seller has heretofore made available to Buyer true and correct copies of each Real**  **Estate Lease. Subject to provisions of the Bankruptcy Code and the proceedings before the Bankruptcy Court, each Real Estate Lease is in full force and effect and is a legal, valid and**  **binding agreement, arrangement or commitment of Seller, enforceable against Seller in accordance with its terms and, to Seller’s knowledge, is a valid agreement, arrangement or**  **commitment of each other party thereto, enforceable against such party in accordance with its terms, and is assumable and assignable pursuant to Section 365 of the Bankruptcy Code. Except**  **for the applicable Cure Amounts and as set forth on Schedule 6.10(b) , Seller has performed all**  **material obligations required to be performed by it under the relevant Real Estate Lease and is not (solely with or without notice or lapse of time, or both) in breach or default in any material**  **respect thereunder; and, to Seller’s knowledge, no other party to any of the Real Estate Leases is (solely with or without notice or lapse of time, or both) in breach or default in any material**  **respect thereunder except where such breaches or defaults are capable of cure in accordance with the provisions of Section 365 of the Bankruptcy Code. There is no pending or, to Seller’s**  **Knowledge, threatened material condemnation or other similar proceeding of any part of the Leased Real Property.**  **6.11 Employee Benefits . Set forth on Schedule 6.11**  **of the Disclosure Schedules is a list of all Employee Benefit Plans which Seller maintains or to which Seller contributes for the**  **Employee. 6.12 Insurance**  **. Schedule 6.12 of the Disclosure Schedules sets forth a true, complete**  **and correct description of all insurance policies maintained by Seller as of the date hereof. As of the date hereof, all such insurance policies are in full force and effect and all premiums that have**  **become due and payable have been duly paid. No written notice of cancellation, non-renewal or termination has been received with respect to any such policy which has not been replaced on**  **substantially similar terms prior to the date of such cancellation. Seller maintains insurance in such amounts and covering such risks and liabilities as are commercially reasonable and**  **appropriate for the operation of the Business. 6.13 Utilities**  **. Seller has no Knowledge of and has not received any notice of the curtailment of any utility service supplied to the Real Property. To Seller's Knowledge, all water**  **and all electrical, telecommunication, sanitary and storm sewer and drainage lines, systems and hook ups located upon, under, at or adjacent to the Leased Real Property necessary for the**  **conduct of the Business as currently contemplated and as proposed to be conducted are installed and connected under valid permits.** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 71 of 93**-- - 72 -**  **6.14 Title to Acquired Assets . Seller has good, marketable and valid title to each and**  **all of the Acquired Assets (other than leased assets), in each case free and clear of all Liens. 6.15 Intellectual Property**  **. Set forth on Schedule 6.15 of the Disclosure Schedules**  **hereto is a complete and accurate list of the intellectual property (the "** Intellectual Property **"). Seller has not licensed its rights in any Intellectual Property, current or planned products, designs**  **or services to any other Person, except as provided in the Service Agreement. Seller owns all right, title and interest in and to all the Intellectual Property free and clear of all Liens (other than**  **Liens as to which the Sale Order shall authorize the sale of the Acquired Assets free and clear). Schedule 6.15**  **of the Disclosure Schedules hereto completely and accurately sets forth which of the Intellectual Property is duly, validly and properly registered with or issued by, as applicable,**  **the U.S. Patent and Trademark Office, the Registrar of Copyrights and applicable foreign Government in foreign jurisdictions. All of such Intellectual Property registrations are valid and**  **subsisting, all pending applications for such Intellectual Property are live and all maintenance, renewal and other fees relating to such registrations or applications are current, in each case, in**  **all material respects. There are no material claims, demands or proceedings instituted or pending or, to the Knowledge of Seller, threatened by any Person contesting or challenging the right of**  **Seller to use any Intellectual Property which, if adversely determined, would result in a Material Adverse Effect to the Business or the Acquired Assets. To the Knowledge of Seller, there are no**  **patents, trademarks, trade names, copyrights, or trade secrets owned by a Person other than Seller which Seller is using without license to do so. Seller owns or has the right to use all**  **Intellectual Property necessary or desirable to operate the Business. Each item of Intellectual Property used by Seller in the operation of the Business immediately prior to the Closing will be**  **(subject to obtaining any required Consents) owned or available for use by Buyer on identical terms and conditions immediately subsequent to the Closing. To the Knowledge of Seller, Seller**  **has not interfered with, infringed upon, misappropriated, or otherwise come into conflict with any other Person’s intellectual property to any extent that is reasonable likely to cause a Material**  **Adverse Effect. Seller has never received any notice alleging any interference, infringement, misappropriation, violation or conflict with another Person’s intellectual property rights**  **(including any claim that Seller must license or refrain from using any other Person’s intellectual property) that is reasonably likely to result in any Material Adverse Effect. To the Knowledge of**  **Seller, no other Person has interfered with, infringed upon, misappropriated, or otherwise come into conflict with the Intellectual Property. To the Knowledge of Seller, no new products,**  **inventions, procedures, or methods of manufacturing or processing have been developed by any competitors or other Persons which reasonably could be expected to supersede or make obsolete**  **any actual or planned product or process used in the operation of the Business.**

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 72 of 93**-- - 73 -**  **6.16 Brokers . Other than as set forth on Schedule 6.16**  **of the Disclosure Schedules, neither Seller nor any of its Affiliates has authorized any Person to act as broker, finder, banker,**  **consultant, intermediary or in any other similar capacity which would entitle such Person to any investment banking, brokerage, finder’s or similar fee in connection with the transactions**  **contemplated by this Agreement, except where any fee or payment due such persons would be solely the obligation of Seller or its Affiliates.**  **6.17 Labor Matters**

**. (a) Schedule 6.17(a)**  **of the Disclosure Schedules sets forth a true, accurate and complete list of the names, titles, annual compensation and all bonuses and similar payments**  **made with respect to each such individual for the current and fiscal year for all officers and employees of any Seller.** 

**(b) Seller has identified and provided to Buyer true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments**  **thereto) which are currently in effect and applicable to any employees of any Seller or which recently terminated and are the subject of ongoing negotiations between the parties thereto**  **(collectively, the “** CBAs **”). Schedule 6.17(b) of the Disclosure Schedules identifies all CBAs.** 

**(c) Except as set forth on Schedule 6.17(c) of the Disclosure Schedules (i) no**  **grievances, arbitrations, or legal or administrative proceedings which allege violation of any agreements, the CBAs or Law with respect to any employee are pending or, to the Knowledge of**  **Seller, threatened against Seller, (ii) Seller is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services**  **performed for it or amounts required to be reimbursed to such employees, (iii) Seller is not liable for any payment to any trust or other fund or to any Government with respect to unemployment**  **compensation benefits, social security or other benefits or obligations for employees, (iv) to Seller’s Knowledge, no employee of Seller is in any respect in violation of any term of any** **employment contract, nondisclosure agreement, common law nondisclosure obligations, non competition agreement, or any restrictive covenant to a former employer relating to the right of**  **any such employee to be employed by Seller because of the nature of the business conducted or presently proposed to be conducted by Seller or to the use of trade secrets or proprietary**  **information of others, and (v) Seller is in compliance with all Laws, the CBAs agreements, contracts, policies, plans and programs relating to employment, employment practices,**  **compensation, benefits, hours, terms and conditions of employment and the termination of employment, including but not limited to any obligations pursuant to the WARN Act, or any**  **comparable Law.**

**(d) Except as set forth on Schedule 6.17(d) of the Disclosure Schedules (i) no**  **work stoppage, slowdown, lockout, labor strike, arbitrations or other labor disputes against any Seller is pending or, to the Knowledge of Seller, threatened, (ii) no employee of Seller, at the**  **officer level or above, has given written notice to Seller that any such employee intends to terminate his or her employment with Seller, and (C) Seller is not a party to, or otherwise bound**  **by, any consent decree with any Government relating to employees or employment practices. 6.18 Aircraft** 

**.** Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 73 of 93**-- - 74 -**  **(a) Schedule 6.18(a) of the Disclosure Schedules sets forth a true and**  **complete list, as of the date hereof, of all in service aircraft owned or leased by any Seller (an**

**“** Aircraft **”), including the manufacturer model, serial number, United States registration number and vintage thereof, including the name of the lessee or sublessee thereof, and all Aircraft**  **engines, including the manufacturer, model and serial number.**

**(b) All Aircraft are properly registered on the FAA aircraft registry and the International Registry, to the extent applicable, in airworthy condition (subject to routine**  **maintenance and repair) and have a validly issued FAA Standard Certificate of Airworthiness that is in full force and effect.** 

**(c) All Aircraft in all material respects are being maintained according to applicable Federal Aviation Regulations, Manufacturer’s maintenance manual, and FAA**  **approved maintenance programs of Seller.**

**(d) Schedule 6.18(d) of the Disclosure Schedules sets forth a true and**  **complete list, as of the date hereof, containing all contracts (other than existing aircraft leases) pursuant to which any Seller may purchase or lease aircraft, engines, components or simulators**  **where the expected expenditures under any such contract exceed $100,000.00, including the manufacturer and model of all aircraft subject to each contract.** 

**(e) Schedule 6.18(d) of the Disclosure Schedules sets forth a true and**  **complete list, as of the date hereof, containing all contracts pursuant to which any Seller has financed, or have commitments to finance, aircraft (including leases, mortgages, and deferred or**  **conditional sales agreements) involving amounts in excess of $100,000.00. 6.19 Certificates**  **. Seller possesses the FAA Certificates and DOT Certificates in material compliance with all applicable Legal Requirements. Seller owns, or has the valid rights**  **under, the Certificates. None of the Certificates have been suspended or revoked by the FAA or DOT and to Seller’s Knowledge, no event has occurred with respect to Seller, its business or**  **operations or the Certificates that reasonably could be expected to cause the FAA to suspend or revoke the FAA Certificate or to take such action that reasonably could be expected to adversely**  **affect Seller’s rights under the FAA Certificate. Seller is in compliance with its obligations with respect to the DOT Certificates provided that they are subject to ongoing fitness requirements 14**  **C.F.R. Part 202. 6.20 U.S. Citizen; Air Carrier**  **. Parent’s primary subsidiary, Gulfstream International Airlines, Inc., is a “citizen of the United States” as defined in the Transportation Code, is**  **operating under authority issued pursuant to such Code (49 U.S.C. Sections 41101-41112) and holds an air carrier operating certificate issued pursuant to such Transportation Code (49 U.S.C.**  **Sections 44701** et seq **.) for aircraft capable of carrying 10 or more individuals and 6,000 pounds or more of cargo.**  ARTICLE 7

REPRESENTATIONS AND WARRANTIES OF BUYER Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 74 of 93**-- - 75 -**  **Buyer hereby represents and warrants to Seller as follows, as of the date hereof and as of the Closing Date:**  **7.1 Corporate Organization . Buyer is a corporation, duly organized, validly existing**  **and in good standing under the Laws of the State of Delaware, and has all requisite power and authority to own its properties and assets and to conduct its business as now conducted.**  **7.2 Authorization and Validity . Buyer has all requisite power and authority to enter**  **into this Agreement and to execute and deliver the Transaction Documents to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this**  **Agreement and the Transaction Documents and the performance of Buyer’s obligations hereunder and thereunder have been duly authorized by all necessary action by the board of**  **managers of Buyer, and no other proceedings on the part of Buyer are necessary to authorize such execution, delivery and performance. This Agreement and the Transaction Documents to**  **which it is a party have been duly executed by Buyer and constitute its valid and binding obligation, enforceable against it in accordance with the terms herein and therein.**  **7.3 No Conflict or Violation . The execution, delivery and performance by Buyer of**  **this Agreement and the execution and delivery of the Transaction Documents to which Buyer is a party does not and will not violate or conflict with any provision of the organizational**  **documents of Buyer and does not and will not violate any provision of Law, or any Order applicable to Buyer, nor will it result in a breach of or constitute (with due notice or lapse of time**  **or both) a default under any Material Contract to which Buyer is a party or by which it is bound or to which any of its properties or assets is subject.**  **7.4 Consents, Approvals and Notifications . The execution, delivery and performance**  **of this Agreement and the Transaction Documents by Buyer does not require the Consent of, or filing with or notification of, any Government or any other Person except: (a) for entry of the**  **Sale Order by the Bankruptcy Court or (b) for such Consents and filings, the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect on the ability of**  **Buyer to consummate the transactions contemplated hereby. 7.5 Adequate Assurances Regarding Designated Contracts**  **. As of the Closing Date, Buyer will be capable of satisfying the conditions contained in Sections 365(f)(2)(B) of the**  **Bankruptcy Code with respect to the Designated Contracts. 7.6 No Financing Contingency**  **. Buyer has the financial resources as required to consummate the transactions contemplated by this Agreement**  **7.7 FAA Approvals . Buyer is a “citizen of the United States” as defined in the**  **Transportation Code, 49 USC § 40102(a)(15), and knows of no fact or reason relating to the Buyer or its Affiliates why the FAA or the DOT would deny or unusually delay all requisite**  **Consents to the consummation of the transactions contemplated by this Agreement. 7.8 Brokers**  **. Neither Buyer nor any of its Affiliates has authorized any Person to act as broker, finder, banker, consultant, intermediary or in any other similar capacity which would** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 75 of 93**-- - 76 -**  **entitle such Person to any investment banking, brokerage, finder’s or similar fee in connection with the transactions contemplated by this Agreement, except where any fee or payment due**  **such persons would be solely the obligation of Buyer or its Affiliates.** ARTICLE 8 COVENANTS OF SELLER **Seller hereby covenants to Buyer as follows: 8.1 Actions Before Closing**  **. Seller shall use commercially reasonable best efforts to perform and satisfy all conditions to Buyer’s obligations to consummate the transactions**  **contemplated by this Agreement that are to be performed or satisfied by Seller under this Agreement.**  **8.2 Maintenance of Assets Before the Closing Date**

**. (a) Except as contemplated by this Agreement, as required by the Bankruptcy**  **Code or Order of the Bankruptcy Court, or with the written consent of Buyer, Seller shall use commercially reasonable best efforts to operate the Business in the ordinary course in a manner**  **consistent with past practice, and shall confer on a regular and frequent basis with Buyer and its representatives to report on operational matters and the general status of ongoing operations.**  **Notwithstanding the generality of the foregoing and except as contemplated by this Agreement, as required by the Bankruptcy Code or Order of the Bankruptcy Court, or with the written**  **consent of Buyer, Seller shall, between the date hereof and the Closing Date, use commercially reasonable best efforts to (i) conduct the Business in compliance with all applicable Laws and in**  **accordance with the monthly budgets pre-approved by Buyer, (ii) use commercially reasonable best efforts to preserve the Business’s relationships with the current customers, suppliers and**  **others having business dealings with the Business, (iii) maintain the Acquired Assets in their current working order, condition and repair as of the date hereof, ordinary wear and tear and**  **damage from casualty excepted, (iv) perform in all material respects when due the obligations required to be performed by Seller under the Contracts, other than to cure pre-petition monetary**  **defaults, (v) maintain the Business Records on a basis consistent with prior practice, (vi) bill for products sold or services rendered and pay accounts payable in connection with the Business**  **consistent with past practice and subject to availability of cash to do so, (vii) maintain all insurance policies set forth on Schedule 6.12**  **hereto, or suitable replacements therefor, in full force and effect through the close of business on the Closing Date, (viii) provide Buyer with**  **updated monthly financial information concerning the Business, as reasonably requested by Buyer, and (ix) grant Buyer reasonable access to its customers, distributors and suppliers and**  **cooperate with Buyer in communicating with such Persons, subject to reasonably acceptable procedures.**  **(b) Without limiting the generality of Section 8.2(a) , prior to the Closing**  **Seller shall not, and shall not permit its Affiliates to, without the prior written consent of Buyer, and other than as required by the Bankruptcy Code or Order of the Bankruptcy Court or in the**  **ordinary course of business consistent with past practices: (i) sell, lease or transfer any of the Acquired Assets or parts thereof, (ii) amend, modify, terminate or change in any material**  **respects any Designated Contract, or (iii) grant a consensual Lien on the Acquired Assets.**

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 76 of 93**-- - 77 -**  **(c) In the event Seller is directed by the Bankruptcy Court to convey or dispose of an asset that would be an Acquired Asset (except for reasonably equivalent value**  **received by Seller), Seller shall either provide the proceeds of such asset conveyance to Buyer or reduce the Purchase Price by the fair market value of such asset.**  **8.3 Consents and Approvals . Seller shall use commercially reasonable best efforts to**  **obtain all Consents listed on Schedule 6.4 of the Disclosure Schedules.**  **8.4 Access to Properties and Records . To the extent permitted under Law and any**  **relevant confidentiality agreements, Seller shall afford to Buyer, and to the accountants, counsel and representatives of Buyer, reasonable access to the Business Records during normal business**  **hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to the terms hereof). Upon reasonable prior notice, at Buyer’s sole cost,**  **expense and risk, Seller shall also afford Buyer reasonable access, during normal business hours, to all Acquired Assets throughout the period prior to the Closing Date. If after the Closing Seller**  **(or any Affiliate of Seller) shall receive any payment or revenue that belongs to Buyer pursuant to this Agreement, Seller shall promptly remit or caused to be remitted the same to Buyer,**  **without set-off or deduction of any kind or nature. 8.5 Consultant**  **. If requested by the Buyer prior to Closing, the Seller shall retain a consultant or advisor acceptable to the Buyer (the “**  Consultant **”), who shall have the authority to advise and consult the Seller with respect to the Seller’s financial and operational affairs and all**  **other aspects of the Seller’s businesses, in each case to the extent such actions would not impair the transfer or approval of any necessary FAA, DOT or other governmental regulatory permits,**  **consents, licenses, franchises, notice, orders, registrations, certifications or authorizations necessary to operate the business. The Consultant shall work with the Seller’s management, the**  **Buyer and RACC to ensure that all going-forward operations comply with FAA, DOT and any other governmental regulations. The tenure and other terms of retention of the Consultant shall**  **be acceptable to the Buyer. DIP Lender shall fund under the DIP Loan any fees and expenses charged by the Consultant, and such fees and expenses shall be excluded from the $300,000**  **monthly cap set forth in subsection 3.1(c) above. 8.6 Procedures for Consent to Prosecution of Avoidance Actions** 

**. (a) Within fourteen days following the entry of the Sale Order, Seller shall**  **provide Buyer with a schedule of Transfers (as such term is defined by Section 101(54) of the Bankruptcy Code) to (i) Insiders (as such term is defined by Section 101(31) of the Bankruptcy**  **Code) within the one year period prior to the Petition Date and to (ii) non-Insiders within the ninety day period prior to the Petition Date consisting of vendors or customers the termination of**  **whose relationship with Buyer, in operating Seller’s business after the Closing, is reasonably likely to cause a Material Adverse Effect (collectively, the “**  Transfer Schedules **”).**

**(b) On or before the one hundred fiftieth (150 th**  **) day subsequent to the Closing, Buyer shall send a written confirmation to Seller, the Committee, or any successor, as**  **the case may be, identifying which of the recipients of the Transfers on the Transfer Schedules may not be the subject of an Avoidance Action because Buyer maintains an active business**  **relationship with such transferee (the “** Confirmation Notice **”). Upon receipt of the Confirmation**

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 77 of 93**-- - 78 -**  **Notice from Buyer, Seller, the Committee, or any successor, as the case may be, shall thereafter be authorized but not obligated to commence any Avoidance Action possessed by Seller’s estates**  **against any transferee not identified in the Confirmation Notice. Seller, the Committee, or any successor, as the case may be, may pursue an Avoidance Action solely against those Transfers**  **and transferees listed on the Transfer Schedules that are not identified by Buyer in the Confirmation Notice.**  **8.7 Release . Seller, on behalf of itself and its officers, directors, shareholders,**  **members, agents, employees, subsidiaries, Affiliates, successors, assigns, and any other Person who could make a claim by or through them for good and valuable consideration, the receipt and**  **sufficiency of which are hereby acknowledged, does hereby, unconditionally and irrevocably release, acquit, satisfy and forever discharge DIP Lender, Buyer and each of its officers,**  **directors, shareholders, members, agents, employees, subsidiaries, Affiliates, successors or assigns, from any and all past, present and future manner of actions, causes of action, suits,**  **debts, costs, loss of services, obligations, liabilities, sums of money, accounts, reckonings, bonds, bills, attorneys’ fees, costs, specialties, covenants, contracts, grievances, controversies,**  **agreements, promises, variances, disputes, trespasses, damages, judgments, executions, claims and demands whatsoever, regardless of whether at law or in equity or under federal, state, local**  **or foreign law or any agency or commission of any local, state or federal government, which against them ever had, now has or which can, shall or may hereafter have, upon or by reason of,**  **or arising out of or in connection with any cause whatsoever, except for any of the foregoing as may arise out of or in connection with this Agreement, any other document, or any of the**  **transactions contemplated hereby or thereby. 8.8 Further Assurances**  **. Upon the request and at the sole expense of Buyer at any time after the Closing Date, Seller shall execute and deliver such documents as Buyer or its**  **counsel may reasonably request to effectuate the purposes of this Agreement. 8.9 Notices**  **. Seller shall give prompt notice to Buyer of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause**  **any representation or warranty made by Seller contained in this Agreement to be materially untrue or inaccurate, and (ii) any failure of Seller to comply with or satisfy in any material**  **respect any covenant, condition or agreement to be complied with or satisfied by it hereunder. 8.10 Casualty Loss**  **. Notwithstanding any provision in this Agreement to the contrary, if, before the Closing, all or any material portion of the Acquired Assets is (a) condemned or**  **taken by eminent domain, or (b) a material portion is damaged or destroyed by fire or other casualty, Seller shall notify Buyer promptly in writing of such fact, and (i) in the case of**  **condemnation or taking, Seller shall assign or pay, as the case may be, any proceeds thereof to Buyer at the Closing, and (ii) in the case of fire or other casualty, Seller shall either restore such**  **damage or assign the insurance proceeds therefrom to Buyer at Closing. Notwithstanding the foregoing, the provisions of this Section 8.10**  **shall not in any way modify Buyer’s other rights under this Agreement, including any applicable right to terminate the Agreement if any**  **condemnation, taking, damage or other destruction resulted in a Material Adverse Effect. 8.11 Confidentiality**  **. Each party hereto acknowledges that the other parties have legitimate and continuing proprietary interests in the protection of their confidential information** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 78 of 93**-- - 79 -**  **and that the parties have invested substantial sums and will continue to invest substantial sums to develop, maintain and protect such confidential information. Prior to and after the Closing, each**  **party agrees not to disclose, furnish or make accessible to anyone or use for its own benefit (other than as contemplated hereby) any trade secrets or other confidential or proprietary**  **information of another party relating to any Seller, Buyer and/or their respective businesses or the other parties including, but not limited to, information obtained by or revealed to such party**  **during any investigations, negotiations or review relating to this Agreement and any other document contemplated hereby or thereby or any past or future actions taken in connection with,**  **pursuant to, in accordance with, or under this Agreement, including without limitation any business plans, marketing plans, financial information, strategies, systems, programs, methods**  **and computer programs; provided, however, that such protected information shall not include (i) information required to be disclosed by Law, legal or judicial process (including a court order,**  **subpoena or order of a Government), (ii) information that is or becomes available to the disclosing party on a non-confidential basis from a source other than the other parties and not**  **obtained in violation of this Agreement and (iii) information known to the public or otherwise in the public domain without violation of this Section 8.11** 

**.** ARTICLE 9 COVENANTS OF BUYER **Buyer hereby covenants to Seller as follows: 9.1 Actions Before Closing Date**  **. Buyer shall use commercially reasonable efforts to perform and satisfy all conditions to Seller’s obligations to consummate the transactions**  **contemplated by this Agreement that are to be performed or satisfied by Buyer under this Agreement.**  **9.2 Consents, Approvals and Notifications . Buyer shall use commercially reasonable**  **efforts to obtain all Consents of all Governments, and all other Persons, required to be obtained by Buyer and provide notifications to all Persons required to be notified by Buyer to effect the**  **transactions contemplated by this Agreement. Buyer shall promptly take all actions as are reasonably requested by Seller to assist in obtaining the Bankruptcy Court’s entry of the Sale**  **Order, including furnishing affidavits, financial information or other documents or information for filing with the Bankruptcy Court and making Buyer’s employees and representatives**  **available to testify before the Bankruptcy Court. 9.3 Availability of Business Records**  **. After the Closing Date, Buyer shall provide to Seller and Related Persons (after reasonable notice and during normal business hours and**  **without charge to Seller) access to all Business Records for periods prior to the Closing and shall preserve such Business Records until the later of (a) six (6) years after the Closing Date or (b)**  **the required retention period for all government contact information, records or documents. Such access shall include access to any information in electronic form to the extent reasonably**  **available. Buyer acknowledges that Seller has the right to retain originals or copies of Business Records for periods prior to the Closing. Prior to destroying any Business Records for periods**  **prior to the Closing, Buyer shall notify Seller thirty (30) days in advance of any such proposed destruction of its intent to destroy such Business Records, and Buyer will permit Seller to retain**  **such Business Records. With respect to any litigation and claims that are Excluded Liabilities,**

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 79 of 93**-- - 80 -**  **Buyer shall render all reasonable assistance that Seller may request in defending such litigation or claim and shall make available to Seller’s personnel most knowledgeable about the matter in**  **question. If after the Closing Buyer (or any Affiliate or creditor of Buyer) shall receive any payment or revenue that belongs to Seller pursuant to this Agreement, Buyer shall promptly**  **remit or caused to be remitted the same to Seller, without set-off or deduction of any kind or nature.**  **9.4 Employee and Benefits Matters . Buyer shall offer employment to substantially all**  **individuals employed by Seller in connection with the Business as of the Closing Date (the**

**“** Employees **”) to commence immediately following the Closing, and any such offer shall be (a) contingent upon the issuance of the Sale Order of the Bankruptcy Court and the Closing, and**  **(b) based on terms and conditions of employment as those provided by Seller prior to Closing (with credit for past service with respect to title, compensation and benefits); provided**  **, however ,**  **that Buyer shall not be required to offer employment to any Employee that is party to an employment agreement or a CBA, unless such employment agreement is listed as an Designated**  **Contract on Schedule 2.1(e) . Only Employees who accept Buyer’s offer of employment and**  **who commence employment with Buyer shall be referred to herein as the “** Transferred Employees **.” Nothing herein, express or implied, shall (i) create any third party beneficiary or other rights or confer upon any Employee or former employee of Seller any rights or remedies**  **(including any right to employment or continued employment for any specified period) of any nature or kind whatsoever, under or by reason of this Agreement, (ii) be deemed to constitute an**  **amendment or other modification under any Employee Benefit Plan or any employee benefit plan maintained by the Parties, (iii) limit the right of Buyer or its Affiliates to amend, terminate**  **or otherwise modify any employee benefit plan maintained by Buyer following the Closing Date; or (iv) impair or affect Seller’s prosecution of that certain motion filed by Seller as D.E. #270 in**  **the Bankruptcy Case. Buyer and Seller agree that the provisions contained herein are not intended to be for the benefit of or otherwise be enforceable by, any third party, including any**  **employee or former employee of Seller. With respect to any of Seller’s current Employees who, at or after the time of Closing, is not hired, or not otherwise employed by Buyer, the employment**  **of each such Employee with Seller shall be deemed terminated as of the date immediately preceding the Closing Date, and Buyer shall be responsible for, and Seller shall not be obligated**  **and responsible for, any and all liability, claims, actions, damages, judgments, penalties, costs, and expenses that may arise in connection with said termination, including without limitation,**  **claims for wages, severance, benefits, or notice pay, or for failure by Seller or Buyer to provide notice under the WARN Act or other similar Law, but not including any claims for bonuses or**  **change of control payments that are Excluded Liabilities. Pursuant to the “** Standard Procedure **” provided in Section 5**  **of Revenue Procedure 96-60, 1996-2 C.B. 399, if applicable, (i) Buyer and Seller shall report on a predecessor/successor basis as set forth therein, and (ii) Buyer will**  **undertake to file (or cause to be filed) a Form W-2 for each such Transferred Employee with respect to the portion of the year during which such Transferred Employees are employed by**  **Buyer that includes the Closing Date, excluding the portion of such year that such Transferred Employee was employed by Seller.**  **Following the Closing Date, (i) Buyer shall ensure that no waiting periods, exclusions or limitations with respect to any pre-existing conditions, evidence of insurability or good health or** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 80 of 93**-- - 81 -**  **actively-at-work exclusions are applicable to any employees of Seller or their dependents or beneficiaries under any welfare benefit plans in which such Transferred Employees may be**  **eligible to participate; and (ii) Buyer shall provide or cause to be provided that any costs or expenses incurred by Transferred Employees (and their dependents or beneficiaries) up to (and**  **including) the Closing Date shall be taken into account for purposes of satisfying applicable deducible, co-payment, coinsurance, maximum out-of- pocket provisions and like adjustments or**  **limitations on coverage under any such welfare benefit plans. With respect to each employee benefit plan, policy or practice, including, without limitation, severance, vacation and paid time**  **off plans, policies or practices, sponsored or maintained by Buyer or its Affiliates, Buyer shall grant, or cause to be granted to, all Transferred Employees from and after the Closing Date credit**  **for all service with Seller and its predecessors, prior to the Closing Date for all purposes (including, without limitation, eligibility to participate, vesting credit, eligibility to commence**  **benefits and benefit accrual). Notwithstanding the foregoing, nothing in this Agreement shall limit or be interpreted to**  **limit the Buyer's right to amend or terminate any employee benefit plan, policy or practice in any manner which it deems advisable in its sole discretion.** 
ARTICLE 10 BANKRUPTCY PROCEDURES **Seller shall use its reasonable best efforts to obtain the entry of the Sale Order on the Bankruptcy Court’s docket. Buyer covenants and agrees that it shall cooperate with Seller in**  **connection with furnishing information or documents to Seller to satisfy the requirements of adequate assurance of future performance under Section 365(f)(2)(B) of the Bankruptcy Code.** 
ARTICLE 11 REGULATORY MATTERS **Buyer hereby covenants to Seller, and Seller hereby covenants to Buyer, as follows:** Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 81 of 93**-- - 82 -**  **11.1 Certificates . The FAA Certificate is non-transferable. Seller’s FAA Certificate is**  **specific to Seller’s particular operations, personnel and manuals, which were found to be in compliance under the Federal Aviation Regulations, and a new certificate must be issued to**  **Buyer. The FAA may issue a new or an amended operating certificate to Buyer only after the FAA has evaluated Buyer and determined that it is properly and adequately equipped and able to**  **conduct safe options. Moreover, the transfer of the Certificate of Public Convenience and Necessity issued by the DOT is subject to the prior approval of the DOT under 49 U.S.C. §**  **41105. As soon as reasonably practicable, but in any event within fifteen (15) business days after the date of this Agreement, Buyer and Seller shall use their respective commercially**  **reasonable efforts (as applicable) to: (a) apply to the DOT and the FAA, as applicable, for approval of the transfer or issuance of the Certificates pursuant to this Agreement, and thereafter**  **make any other required submissions to the DOT and FAA with respect to such transfer and issuance, and (b) thereafter, and as applicable, take all appropriate actions, and do, or cause to be**  **done, all things necessary, proper or advisable with respect to obtaining the approval of the transfer or issuance of the Certificates: provided**  **, that subject to the last sentence of this Section 11.1, neither Buyer nor Seller will have any obligation to provide any guarantee or other**  **consideration to the DOT or FAA of any nature in connection with obtaining such approvals for the transfer and issuance of the Certificates. Subject to the foregoing, each party, as applicable,**  **agrees to cooperate with the other in the preparation and filing of, and the provision of information for, all forms, notifications, reports and information, if any, required or reasonably**  **deemed advisable in connection with obtaining necessary approvals of the DOT and FAA, and to use their respective commercially reasonable efforts to agree jointly on a method to overcome**  **any objections by the DOT or FAA. Upon reasonable advance notice, Seller will provide Buyer and Buyer’s representatives with access to and use of the Acquired Assets and allow Buyer’s**  **representatives to communicate directly with FAA and DOT representatives to the extent required to obtain the necessary approvals of the DOT and the FAA; provided, that such access**  **and use does not interfere with Seller’s access or use of the Acquired Assets, and provided, further, that Seller shall be entitled to have a representative observe any such access or use by**  **Buyer or its representatives. Each of the parties shall bear their own costs and expenses incurred in connection with obtaining the necessary approvals of the DOT and the FAA, except that**  **Buyer shall pay for any filing fees required to be paid to the DOT or the FAA in connection with the transfer and issuance of the Certificates pursuant to this Agreement. Buyer will promptly**  **deliver notice to Seller in writing of any specific event or circumstance of which Buyer has knowledge, or of which it receives notice, that has resulted or could reasonably be expected to**  **result in any delay or failure in obtaining the DOT or FAA approvals. 11.2 Permit Transfers**  **. Seller shall provide commercially reasonable assistance to Buyer to assist Buyer in (i) obtaining or (ii) the transfer of Permits from Seller to Buyer. Any**  **and all fees required by any Government or any Person to obtain or for the transfer of a Permit shall be the sole responsibility of Seller.**  ARTICLE 12 TAXES **12.1 Taxes Related to Purchase of Acquired Assets . In the event that any Transfer**  **Taxes shall be payable in connection with the transactions contemplated by this Agreement, such Transfer Taxes shall be paid by Buyer. In no event shall any party to this Agreement be** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 82 of 93**-- - 83 -**  **responsible for the income taxes of any other party that arise as a consequence of the transactions consummated hereunder.**  **12.2 Proration of Real and Personal Property Taxes . All real and personal property**  **taxes and assessments on the Acquired Assets for any taxable period commencing prior to the day immediately preceding the Closing Date (the “**  Adjustment Date **”) and ending after the Adjustment Date (a “**  Straddle Period **”) shall be prorated between Buyer and Seller as of the close of business on the Adjustment Date based on the best information then available, with (a)**  **Seller being liable for such Taxes attributable to any portion of a Straddle Period ending prior to the Adjustment Date and (b) Buyer being liable for such Taxes attributable to any portion of a**  **Straddle Period beginning on or after the Adjustment Date. Information available after the Adjustment Date that alters the amount of Taxes due with respect to the Straddle Period will be**  **taken into account and any change in the amount of such Taxes shall be prorated between Buyer and Seller as set forth in the next sentence. All such prorations shall be allocated so that items**  **relating to the portion of a Straddle Period ending prior to the Adjustment Date shall be allocated to Seller based upon the number of days in the Straddle Period prior to the Adjustment Date and**  **items related to the portion of a Straddle Period beginning on or after the Adjustment Date shall be allocated to Buyer based upon the number of days in the Straddle Period from and after the**  **Adjustment Date; provided , however**  **, that the parties shall allocate any real property Tax in accordance with Section 164(d) of the Code. The amount of all such prorations that must be paid**  **in order to convey the Acquired Assets to Buyer free and clear of all Liens shall be calculated and paid on the Closing Date; all other prorations shall be calculated and paid as soon as**  **practicable thereafter. 12.3 Cooperation on Tax Matters**  **. Seller and Buyer shall (and shall cause their respective Affiliates to) cooperate fully with each other and make available or cause to be made**  **available to each other for consultation, inspection and copying (at such other party’s expense) in a timely fashion such personnel, Tax data, relevant Tax Returns or portions thereof and filings,**  **files, books, records, documents, financial, technical and operating data, computer records and other information as may be reasonably required (a) for the preparation by such other party of**  **any Tax Returns or (b) in connection with any Tax audit or proceeding including one party (or an Affiliate thereof) to the extent such Tax audit or proceeding relates to or arises from the**  **transactions contemplated by this Agreement. 12.4 Retention of Tax Records**  **. After the Closing Date and until the expiration of all statutes of limitation applicable to Seller’s liabilities for Taxes, Buyer shall retain possession of**  **all accounting, business, financial and Tax records and information that (a) relate to the Acquired Assets and are in existence on the Closing Date and (b) come into existence after the Closing**  **Date but relate to the Acquired Assets before the Closing Date. In addition, from and after the Closing Date, Buyer shall provide to Seller and their Related Persons (after reasonable notice**  **and during normal business hours) access to the books, records, documents and other information relating to the Acquired Assets as Seller may reasonably deem necessary to**  **(i) properly prepare for, file, prove, answer, prosecute and defend any Tax Return, claim, filing, tax audit, tax protest, suit, proceeding or answer or (ii) administer or complete any cases under**  **chapter 11 of the Bankruptcy Code of or including Seller. Such access shall include reasonable access to any computerized information systems that contain data regarding the Acquired Assets.** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 83 of 93**-- - 84 -**  **12.5 Allocation of Purchase Price and Purchase Price Allocation Forms . The Purchase**  **Price, the Assumed Liabilities and other relevant items shall be allocated among the Acquired Assets in accordance with Section 1060 of the Internal Revenue Code. Buyer shall prepare and**  **deliver to Seller an allocation schedule setting forth Buyer’s determination of the allocation (the**

**“** Allocation Schedule **”) within 30 days after the Agreement Date, which Allocation Schedule shall be subject to the reasonable approval of Seller. The Allocation Schedule shall identify the**  **transferor and transferee thereof, and shall be prepared in accordance with Treas. Reg. Section 1060-1 (or any comparable provision of state or local tax Law) or any successor**  **provision. The parties agree that they will report the federal, state, local and other Tax consequences of the purchase and sale hereunder (including in filings on IRS Form 8594) in a**  **manner consistent with such allocation and that they will not take any position inconsistent therewith in connection with any Tax Return, refund claim, litigation or otherwise, unless and to**  **the extent required to do so pursuant to applicable law. Seller and Buyer shall cooperate in the filing of any forms (including Form 8594) with respect to such allocation. Notwithstanding any**  **other provision of this Agreement, this Section 12.5 shall survive any termination or expiration**  **of this Agreement.** ARTICLE 13

CONDITIONS PRECEDENT TO PERFORMANCE BY PARTIES **13.1 Conditions Precedent to Performance by Seller and Buyer . The respective**  **obligations of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver (other than the conditions contained in Sections 13.1(b)**  **and (c) , the satisfaction of which cannot be waived), on or prior to the Closing Date, of the**  **following conditions:**

**(a) Bankruptcy Matters . The Bankruptcy Court shall have entered the Sale**  **Order no later than January 20, 2011 and it shall have become a Final Order.**

**(b) Regulatory Approvals . The Regulatory Approvals on Schedule 13.1(b)**  **shall have been obtained and requisite notice shall have been provided by Buyer to relevant Government authorities.** 

**(c) DOT and FAA Approvals . Buyer shall have received: (1) the written**  **approval of the transfer to Buyer of the DOT Certificates by the DOT; and (2) a new or amended FAA Certificate issued by the FAA, without any condition or limitations that Buyer determines,**  **in its reasonable good faith judgment, to be adverse to the Certificates as Buyer contemplates they will be used in its business after Closing (which shall be consistent with Seller's operations**  **prior to Closing, taking into account its flight operations after Closing.**

**(d) No Order . No order, statute, rule, regulation, executive order, injunction,**  **stay, decree, directive, or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Government that would (i) prevent the**  **consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, nor shall**  **any such order, statute, rule, regulation, executive order, injunction, stay, decree, directive, or restraining order be in effect. No Action shall be pending before any Government or before any** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 84 of 93**-- - 85 -**  **arbitral body wherein an unfavorable injunction, judgment, order, decree, ruling, directive or charge would (x) prevent consummation of any of the transactions contemplated by this**  **Agreement or (y) cause any of the transactions contemplated by this Agreement to be rescinded following consummation.**  **13.2 Conditions Precedent to Performance by Seller . The obligations of Seller to**  **consummate the transactions contemplated by this Agreement are subject to the satisfaction, on or before the Closing Date, of the following conditions, any one or more of which may be**  **waived by Seller in its sole discretion:**

**(a) Representations and Warranties of Buyer**

**. All representations and warranties made by Buyer in Article 7**  **of this Agreement shall be true and correct in all material respects on and as of the Closing Date as if again made by**  **Buyer on and as of such date (or, if made as of a specific date, at and as of such date) (except for such representations and warranties which are qualified by “material” or “Material Adverse**  **Effect”, which such representations and warranties shall be true and correct in all respects as so qualified), and Seller shall have received a certificate dated as of the Closing Date from Buyer to**  **that effect. (b) Performance of the Obligations of Buyer**  **. Buyer shall have performed in all material respects all obligations required under this Agreement to be performed by it on or**  **before the Closing Date (except with respect to the obligation to pay the Purchase Price in accordance with the terms of this Agreement, which obligation shall be performed in all respects**  **as required under this Agreement), and Seller shall have received a certificate dated as of the Closing Date and signed by the President or a Vice President of Buyer to that effect.** 

**(c) Cure of Defaults . Buyer shall, on or prior to the Closing, have satisfied all**  **Cure Claims in connection with the assumptions of the Designated Contracts pursuant to Section 365 of the Bankruptcy Code.** 

**(d) Buyer’s Deliveries . Buyer shall have delivered, and Seller shall have**  **received, all of the items set forth in Section 5.3 of this Agreement.**  **13.3 Conditions Precedent to the Performance by Buyer . The obligations of Buyer to**  **consummate the transactions contemplated by this Agreement are subject to the satisfaction, on or before the Closing Date, of the following conditions, any one or more of which may be**  **waived by Buyer in its sole discretion:**

**(a) Representations and Warranties of Seller . The representations and**  **warranties made by Seller in of this Agreement shall be true and correct in all material respects**

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 85 of 93**-- - 86 -**  **when made, and except as otherwise provided herein, in each case as though made at and as of such time (or, if made as of a specific date, at and as of such date), except to the extent such**  **failures to be true and correct do not constitute a Material Adverse Effect (except for representations and warranties which are qualified by “material” or “Material Adverse Effect”,**  **which such representations and warranties shall be true and correct in all respects as so qualified), and Buyer shall have received a certificate dated the Closing Date from Seller to that**  **effect. Notwithstanding the foregoing and any conflicting or inconsistent provisions in this Agreement, the Buyer agrees that the occurrence of a Material Adverse Effect after the execution**  **of this Agreement and prior to Closing shall not allow Buyer to terminate this Agreement, and the absence of a Material Adverse Effect shall not be a condition precedent to Closing. Without**  **limiting the generality of the foregoing, this condition precedent shall be satisfied in all respects at the Closing, notwithstanding the occurrence of an event or circumstance which occurs (i) after**  **the date hereof, (ii) would constitute or contribute to a Material Adverse Effect, and (iii) would thereby otherwise cause this condition precedent not to be satisfied.** 

**(b) Performance of the Obligations of Seller . Seller shall have performed in**  **all respects all obligations required under this Agreement to be performed by it on or before the Closing Date and Buyer shall have received a certificate dated the Closing Date and signed by**  **the President or a Vice President of Seller to that effect.**

**(c) Seller’s Deliveries . Seller shall have delivered, and Buyer shall have**  **received, all of the items set forth in Section 5.2 of this Agreement.** 

**(d) Permits . The Buyer shall have received the Permits that are set forth on**  **Schedule 13.3(d) , which are necessary for Buyer to take title to all of the Acquired Assets at**  **Closing and thereafter to operate all aspects of the Business.**

**(e) Raytheon Aircraft . Buyer shall have purchased from RACC those aircraft**  **listed on Schedule 13.3(e) , in accordance with terms provided on Section 5.4** 

**.**

**(f) Schedules . Seller shall have provided to Buyer within ____ days of the**  **Agreement Date the Disclosure Schedules to the Agreement, reasonably acceptable to Buyer.** ARTICLE 14 TERMINATION AND EFFECT OF TERMINATION **14.1 Right of Termination . Notwithstanding anything to the contrary contained herein,**  **this Agreement may be terminated only as provided in this Article. In the case of any such termination, the terminating party shall give notice to the other party specifying the provision**  **pursuant to which the Agreement is being terminated. 14.2 Termination Without Default** 

**. (a) This Agreement may be terminated at any time before Closing:**  **(i) by mutual written consent of Seller and Buyer;** Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 86 of 93**-- - 87 -**  **(ii) by Buyer, if a Sale Order has not been entered by the close of business on January 20, 2011;** 

**(iii) by Buyer, anytime after April 30, 2011 (the “** Termination Date **”), if any condition contained in Sections 13.1**  **and 13.3 has not been satisfied or waived as**  **of such time; provided , however**  **, that Buyer shall not have the right to terminate this Agreement under this Section 14.2(a)(iii)**  **if Buyer’s failure to fulfill any of its obligations under this Agreement is the reason that the Closing has not occurred on or before said**  **date; (iv) by either Buyer or Seller, immediately upon a Final Order (or**  **similar written declaration) declaring this Agreement or the Transaction Documents invalid or unenforceable in any material respect or that prevents or materially delays the**  **consummation of the transactions contemplated hereby or thereby (a “** Termination Order **”); provided , however**  **, that neither Seller nor Buyer shall have the right to terminate this Agreement pursuant to this Section 14.2(a)(iv)**  **if such party or any of its Affiliates has sought entry of, or has failed to use all commercially reasonable efforts to**  **oppose entry of, such Termination Order;**

**(v) by Buyer, if there has been a material violation or breach by Seller of any representation, warranty or covenant contained in this Agreement which (A) has**  **rendered the satisfaction of any condition to the obligations of Buyer set forth in Section 13.3**  **impossible, (B) has not been waived by Buyer and (C) Buyer is not in material breach of this Agreement; or** 

**(vi) by Seller, if there has been a material violation or breach by Buyer of any representation, warranty or covenant contained in this Agreement which (A) has**  **rendered the satisfaction of any condition to the obligations of Seller set forth in Section 13.2**  **impossible, (B) has not been waived by Seller and (C) Seller is not in material breach of this Agreement.**  **(b) If this Agreement is terminated pursuant to Section 14.2(a) , (i) this**  **Agreement shall become null and void and have no effect (other than this provision which shall survive termination) and (ii) except as set forth in Section 14.5**  **, none of Seller, Buyer or any of their respective Related Persons shall have any liability or obligation arising under or in**  **connection with this Agreement. 14.3 Effect of Failure of Seller’s Conditions to Closing**  **. Seller may terminate this Agreement at any time after the Termination Date and before Closing if any condition contained**  **in Section 13.2(a) has not been satisfied or waived by Seller as of such time; provided**  **, however ,**  **that Seller shall not have the right to terminate this Agreement under this Section 14.3 if Seller’s**  **failure to fulfill any of its obligations under this Agreement has been the reason that the Closing has not been consummated on or before such date.**  **14.4 Effect of Failure of Buyer’s Conditions to Closing . Buyer may terminate this**  **Agreement at any time after the Termination Date and before Closing if any condition contained in Section 13.3**  **has not been satisfied or waived as of such time; provided , however**  **, that Buyer**

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 87 of 93**-- - 88 -**  **shall not have the right to terminate this Agreement under this Section 14.4 if Buyer’s failure to**  **fulfill any of its obligations under this Agreement has been the reason that the Closing has not been consummated on or before said date. If this Agreement is terminated pursuant to this**  **Section 14.4 : (i) this Agreement shall become null and void and have no effect (other than this**  **provision and which shall survive termination) and (ii) except as provided in this Section 14.5 ,**  **none of Seller, Buyer or any of their respective Related Persons shall have any liability or obligation arising under or in connection with this Agreement.**  **14.5 Deposit**

**. (a) If this Agreement is terminated pursuant to Sections 14.2(a)(i)**  **, (ii) , (iii)**  **, (iv)**  **or (v) , the contemplated reduction in the DIP Loan in the amount of the Deposit shall**  **become null and void and the full amount of the Deposit shall be added to the amount owed under the DIP Loan.** 

**(b) If this Agreement is terminated pursuant to Section 14.2(a)(vi), the first $765,000.00 of the outstanding obligations under the DIP Loan shall be waived, released and**  **satisfied in favor of Seller.**

**(c) Buyer and Seller hereby acknowledge that the obligation to reduce the DIP Loan by the amount of the Deposit shall survive the termination of this Agreement and shall**  **be paid pursuant to the terms herein.** ARTICLE 15 MISCELLANEOUS **15.1 Successors and Assigns . Except as otherwise provided in this Agreement, no**  **party hereto shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party hereto, and any such attempted assignment without such prior**  **written consent shall be void and of no force and effect. This Agreement shall inure to the benefit of and shall be binding upon the successors and permitted assigns of the parties hereto.**  **15.2 Governing Law; Jurisdiction . This Agreement shall be construed, performed and**  **enforced in accordance with, and governed by, the Laws of the State of Florida (without giving effect to the principles of conflicts of Laws thereof), except to the extent that the Laws of such**  **State are superseded by the Bankruptcy Code; provided that**  **the validity and enforceability of all conveyance documents or instruments executed and delivered pursuant to this Agreement insofar**  **as they affect title to real property shall be governed by and construed in accordance with the Laws of the jurisdiction in which such property is located. For so long as Seller is subject to the**  **jurisdiction of the Bankruptcy Court, the parties hereto irrevocably elect as the sole judicial forum for the adjudication of any matters arising under or in connection with the Agreement, and**  **consent to the exclusive jurisdiction of, the Bankruptcy Court. 15.3 Survival of Representations and Warranties**  **. None of the representations or warranties of Seller or Buyer set forth in this Agreement shall survive the Closing.**  **15.4 Mutual Drafting . This Agreement is the result of the joint efforts of Buyer and**  **Seller, and each provision hereof has been subject to the mutual consultation, negotiation and**

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 88 of 93**-- - 89 -**  **agreement of the parties and there is to be no construction against either party based on any presumption of that party’s involvement in the drafting thereof.**  **15.5 Expenses . Except as otherwise provided in any Order of the Bankruptcy Court**  **with respect to Buyer, each of the Parties shall pay its own expenses in connection with this Agreement and the transactions contemplated hereby, including any legal and accounting fees,**  **whether or not the transactions contemplated hereby are consummated. 15.6 Severability**  **. In the event that any part of this Agreement is declared by any court or other judicial or administrative body to be null, void or unenforceable, said provision shall**  **survive to the extent it is not so declared, and all of the other provisions of this Agreement shall remain in full force and effect only if, after excluding the portion deemed to be unenforceable,**  **the remaining terms shall provide for the consummation of the transactions contemplated hereby in substantially the same manner as originally set forth at the later of the date this Agreement**  **was executed or last amended. 15.7 Notices**  **. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given: (a) on the date of**  **service if served personally on the party to whom notice is to be given; (b) on the day of transmission if sent via facsimile transmission to the facsimile number given below, and**  **telephonic confirmation of receipt is obtained promptly after completion of transmission; (c) on the day after delivery to FedEx or similar overnight courier or the Express Mail service**  **maintained by the United States Postal Service or (d) on the fifth day after mailing, if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage**  **prepaid and properly addressed, to the party as follows:**

**If to Seller: Gulfstream International Group, Inc.**  **3201 Griffin Road, 4 th**  **Floor Fort Lauderdale, Florida 33312**  **Attention: David F. Hackett Facsimile: (954) 985-5245**  **Copy to: Berger Singerman, P.A.**  **350 E. Las Olas Boulevard, Suite 1000 Fort Lauderdale, FL 33301**  **Attention: Brian K. Gart, Esq. Facsimile: (954) 523-2872**  **If to Buyer:**
**VPAA Co. c/o Victory Park Capital Advisors, LLC**  **227 West Monroe Street, Ste. 3900** Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 89 of 93**-- - 90 -**  **Chicago, IL 60606 Attention: Scott R. Zemnick, Esq.**  **Facsimile: (312)701-0794 Copy to:**  **Akerman Senterfitt 350 East Las Olas Boulevard, Suite 1600**  **Fort Lauderdale, FL 33301 Attention: Eyal Berger, Esq.**  **Facsimile: (954) 463-2224 Any party may change its address for the purpose of this Section 15.7**  **by giving the other party written notice of its new address in the manner set forth above.**  **15.8 Amendments; Waivers . This Agreement may be amended or modified, and any**  **of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by the parties hereto, or in the case of a waiver, by the party**  **waiving compliance. Any waiver by any party of any condition, or of the breach of any provision, term, covenant, representation or warranty contained in this Agreement, in any one or**  **more instances, shall not be deemed to be nor construed as a furthering or continuing waiver of any such condition, or of the breach of any other provision, term, covenant, representation or**  **warranty of this Agreement. 15.9 Public Announcements**  **. No party shall make any press release or public announcement concerning the transactions contemplated by this Agreement without the prior**  **written approval of the other parties, unless a press release or public announcement is required by Law or Order of the Bankruptcy Court. If any such announcement or other disclosure is**  **required by Law or Order of the Bankruptcy Court, the disclosing party shall give the nondisclosing party or parties prior notice of, and an opportunity to comment on, the proposed**  **disclosure. The parties acknowledge that Seller shall file this Agreement with the Bankruptcy Court in connection with obtaining the Sale Order.**  **15.10 Entire Agreement . This Agreement, the Exhibits and the Transaction Documents**  **contain the entire understanding among the parties hereto with respect to the transactions contemplated hereby and supersede and replace all prior and contemporaneous agreements and**  **understandings, oral or written, with regard to such transactions. All Schedules hereto and any documents and instruments delivered pursuant to any provision hereof are expressly made a part**  **of this Agreement as fully as though completely set forth herein. 15.11 Parties in Interest**  **. Nothing in this Agreement is intended to confer any rights or remedies under or by reason of this Agreement on any Persons other than Seller and Buyer and**  **their respective successors and permitted assigns. Nothing in this Agreement is intended to relieve or discharge the obligations or liability of any third Persons to Seller or Buyer. No**  **provision of this Agreement shall give any third Persons any right of subrogation or action over or against Seller or Buyer.** 

Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 90 of 93**-- - 91 -**  **15.12 Headings . The article and section headings in this Agreement are for reference**  **purposes only and shall not affect the meaning or interpretation of this Agreement. 15.13 Construction**  **. Unless the context of this Agreement otherwise requires, (i) words of any gender include the other gender, (ii) words using the singular or plural number also**  **include the plural or singular number, respectively, (iii) the terms “hereof,” “herein,” “hereby,” and derivative or similar words refer to this entire Agreement as a whole and not to any other**  **particular article, section or other subdivision, (iv) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” (v) “shall,”**  **“will,” or “agrees” are mandatory, and “may” is permissive, and (vi) “or” is not exclusive. 15.14 Currency**  **. Except where otherwise expressly provided, all amounts in this Agreement are stated and shall be paid in United States currency.**  **15.15 Time of Essence . Time is of the essence of this Agreement.**  **15.16 Counterparts . This Agreement may be executed in counterparts, each of which**  **shall be deemed an original, but all of which shall constitute the same agreement. This Agreement and any signed agreement entered into in connection herewith or contemplated**  **hereby, and any amendments hereto or thereto, to the extent signed and delivered by facsimile (or equivalent electronic transmission), shall be treated in all manner and respects as an original**  **contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person.**  (Signatures are on the following page.) Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 91 of 93**-- - 92 -**  IN WITNESS WHEREOF **, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.** 
GULFSTREAM INTERNATIONAL GROUP, INC.

**By: Name:**  **Title:**

GULFSTREAM INTERNATIONAL AIRLINES, INC.

**By: Name:**  **Title:**

GULFSTREAM TRAINING ACADEMY, INC.

**By: Name:**  **Title:**

GULFSTREAM CONNECTION, INC.

**By: Name:**  **Title:** Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 92 of 93**-- - 93 -**  GIA HOLDINGS CORP., INC.

**By: Name:**  **Title:**

VPAA CO.

**By: Name:**  **Title:** Case 10-44131-JKO Doc 307 Filed 01/20/11 Page 93 of 93Exhibit B Asset Purchase Agreement

(Please See Attached){FT7 4 1494;10} ASSET PURCHASE AGREEMENT

by and among

GULFSTREAM INTERNATIONAL GROUP, INC. AND ITS SUBSIDIARIES,

AS SELLER,

and

VPAA CO.,

AS BUYER

Dated as of March ___, 2011{FT74 1 494;10} 2 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this “ Agreement ”), dated as of March ___, 2011 (the “

Agreement Date ”), is made by and among Gulfstream International Group, Inc., a Delaware corporation (“ Parent ” ) and its subsidiaries set forth on the signature page hereto (the “ Subsidiaries ” and collectively with the Parent, “ Seller ”) and VPAA Co., a Delaware corporation, (the “ Buyer ”). Capitalized terms used in this Agreement are defined in Article 1 hereof or in the Sale Order. BACKG R OUND INFORMATION WHERE A S, on November 4, 2010 (the “Petition Date ”), Seller filed a voluntary petition for relief under the Bankruptcy Code in the Bankruptcy Court in the Southern District of Florida, Ft. Lauderdale Division, jointly administered under Case No. 10-44131-BKC-JKO (the

“ Bankruptcy Case ”); WHEREAS, Seller holds Certificates of Public Convenience and Necessity issued by the United States Department of Transportation, and an Air Carrier Certificate issued by the Federal Aviation Administration and pursuant to these certificates, it conducts scheduled and charter passenger and cargo operations within the United States and between the United States and various foreign destinations (the “ Business ”); WHEREAS, on the terms and subject to the conditions set forth in this Agreement, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, the Acquired Assets, in a sale authorized by the Bankruptcy Court free and clear of all Liens, claims and other interests pursuant to, inter alia , Sections 105, 363, and 365 of the Bankruptcy Code; WHEREAS, it is intended that the acquisition of the Acquired Assets would be accomplished through the sale, transfer and assignment of the Acquired Assets by Seller to Buyer; WHEREAS, Buyer also desires to assume, and Seller desires to assign and transfer to Buyer, the Assumed Liabilities; NOW, THEREFORE, in consideration of the foregoing and their respective representations, warranties, covenants and undertakings herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree as follows: ARTICLE 1 DEFINITIONS 1.1 Certain Terms Defined . As used in this Agreement, the following terms shall have the f ol lowing meanings:

“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such first Person where “ control ” means the possession, directly or indirectly, of the power to direct or cause the{FT74 1 494;10} 3

direction of the management policies of a Person, through the ownership of voting securities, by contract, as trustee, executor or otherwise.

“ Assumption Schedule ” means that certain Seller’s Notice of Filing of Assumption Schedule, filed on December 22, 2010, as Docket Entry #238. “ Avoidance Actions ” mean all actions or causes of action provided by and arising under Chapter 5 of the Bankruptcy Code, including, but not limited to, actions arising under Sections 510, 542 through 550 inclusive and 553 of the Bankruptcy Code or under similar state laws, including fraudulent transfer and preference claims.

“ Bankruptcy Code ” means Title 11 of the United States Code.

“ Bankruptcy Court ” means the United States Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, or such other court having jurisdiction over the Bankruptcy Case originally administered in the United States Bankruptcy Court of the Southern District of Florida.

“ Business Day ” means any day other than Saturday, Sunday and any day that is a legal holiday or a day on which banking institutions in Florida are authorized by Law or other Government action to close.

“ Business Records ” means all books, files and records to the extent they apply exclusively to the Acquired Assets, including customer lists, historical customer files, reports, plans, data, accounting and tax records, test results, product specifications, drawings, diagrams, training manuals, engineering data, safety and Environmental Reports and documents, maintenance schedules, operating and production records, inventory records, business plans, and marketing and all other studies, documents and records but excluding any Retained Books and Records.

“ Claims ” means all claims as defined in Section 101(5) of the Bankruptcy Code.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Committee ” means the Official Committee of unsecured creditors appointed by the Office of the United States Trustee as indicated in Docket Entry No. 94 in the Bankruptcy Case.

“ Consent ” means any consent, approval, authorization, qualification, waiver or notification of a Government or third party.

“ Contract ” means any written or oral contract, agreement, license, sublicense, lease, sublease, mortgage, instruments, guaranties, commitment, understanding, undertaking or other similar arrangement, whether express or implied.

“ Cure Claims ” means the amount necessary to cure Claims relating to Designated Contracts under Section 365 of the Bankruptcy Code.

“ Designated Contract ” shall have the meaning set forth in Section 2.1(e)

.{FT74 1 494;10} 4

“ DIP Lender ” means Victory Park Capital Advisors, LLC, on behalf of one or more entities for which it acts as investment manager.

“ DIP Loan ” means that certain Letter Agreement, dated November 3, 2010, among Seller and DIP Lender, pursuant to which DIP Lender agreed to loan to Seller an amount up to $5,000,000.00, as approved by the DIP Order, and all obligations outstanding thereunder.

“ DIP Order ” means the Order dated November 10, 2010 entered as Docket Entry # 75 in the Bankruptcy Case.

“ Discovered Contracts ” means those executory contracts or unexpired leases that Seller did not expressly disclose to Buyer prior to Closing or that Seller did not set forth in the Assumption Schedule.

“ DOT ” means the United States Department of Transportation.

“ DOT Certificates ” means those DOT certificates of public convenience and necessity issued under 49 U.S.C. § 41102 under which Seller is authorized to engage in scheduled and charter interstate and foreign air transportation together with (i) any and all exemption authority granted to Seller under such certificates for the operation of Beechcraft 1900D aircraft in common carriage service and (ii) any and all written correspondence, documents, files, records, and materials relating to such certificates or authority.

“Employee Benefit Plan ” means any “employee benefit plan” (as such term is defined in ERISA § 3(3)) and any other material employee benefit plan, program or arrangement of any kind maintained, sponsored or contributed to by Seller.

“Environmental Laws ” means all currently existing and future federal, state, provincial, municipal, local and foreign statutes, ordinances, rules, orders, regulations, remediation standards, and other provisions having the force of law for protection of the environment, including the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Sec. 9601 et seq ., as amended, the federal Resource Conservation and Recovery Act, 42 U.S.C. Sec. 6901 et seq ., as amended, and related state statutes.

“Environmental Reports ” means any environmental sampling or report performed specifically to test compliance with any Environmental Laws, and any and all Phase I or II environmental assessments, in each case which Seller has received from an un-Affiliated third party within the last three (3) years with respect to the Leased Real Property; provided, Environmental Reports shall not include any safety, health and environmental audit reports, or internal investigation reports, prepared under the direction of Seller’s legal department and privileged under the attorney-client privilege, attorney work-product privilege, or state or federal environmental self-auditing privilege or policy.

“ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“Excluded Contracts ” shall have the meaning set forth in Section 2.4(k)

.

“ FAA ” mea ns the United States Federal Aviation Administration.{FT74 1 494;10} 5

“ FAA Certificates ” means the air carrier certificates and operations specifications issued by the FAA under 14 C.F.R. Parts 119 and 121, authorizing Seller to operate Beechcraft 1900D aircraft in common carriage service under the Federal Aviation Regulations together with (i) all related approvals, and (ii) any and all written correspondence, documents, files, records, and materials relating to such certificates, specifications or authority.

“ FCC ” means the United States Federal Communications Commission.

“ FCC Licenses ” means those licenses issued by the FCC to Seller and transferrable to Buyer, with or without obtaining the consent of any Government.

“ Federal Aviation Regulations ” means the regulations set forth at Title 14 of the Code of the Federal Regulations – Aeronautics and Aerospace, Parts 1 through 199, as well as the applicable orders, advisory circulars, and airworthiness directives issued by the FAA.

“ Final Order ” or “ Final Orders ” means any order of a Government, the Bankruptcy Court or other court of competent jurisdiction after all opportunities for rehearing, reargument, petition for certiorari and appeal are exhausted or expired and any requests for rehearing have been denied, and that has not been revised, stayed, enjoined, set aside, annulled, reversed, remanded, modified or superseded, with respect to which any required waiting period has expired, and as to which all conditions to effectiveness prescribed therein or otherwise by law or order have been satisfied; provided, however, that no order shall fail to be a Final Order solely because of the possibility that a motion pursuant to Rule 60 of the Federal Rules of Civil Procedure or Bankruptcy Rule 9024 may be filed with respect to such order. In the case of the Sale Order, a Final Order shall also consist of an order as to which an appeal, notice of appeal or motion for rehearing or new trial has been filed but as to which Buyer, in its sole discretion, elects to proceed with Closing.

“ GAAP ” means generally accepted accounting principles.

“ Government ” means any agency, division, subdivision, audit group, procuring office or governmental or regulatory authority or any adjudicatory body thereof, of the United States, any state thereof or any foreign government.

“ Hazardous Materials ” means and includes any hazardous or toxic substance or waste or any contaminant or pollutant regulated under Environmental Laws, including, but not limited to, “hazardous substances” as currently defined by the Federal Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, “ hazardous wastes ” as currently defined by the Resource Conservation and Recovery Act, as amended, natural gas petroleum products or byproducts and crude oil.

“ Improvements ” means the buildings, improvements and structures now existing on the Real Property or demised under the Real Estate Leases, but only to the extent such buildings, improvements and structures constitute fixtures under applicable law.

“ Knowledge of Seller ”, “ Seller’s Knowledge ” or any other similar term or knowledge qualification means the actual knowledge of David Hackett and Thomas McFall.{FT74 1 494;10} 6

“ Laws ” means applicable Federal and state statutes and laws.

“ Legal Requirements ” means any law, statute, ordinance, code, rule, regulation, municipal by-law, standard, or judicial, arbitral, administrative, ministerial, departmental or regulatory judgment, decree, writ, ruling, award, injunction, decision, order, policy or other requirement of any Government.

“ Lien ” means any mortgage, pledge, charge, security interest, encumbrance, lien (statutory or other) or conditional sale agreement.

“ Material Adverse Effect ” means a state of facts, event, change or effect that results in a material adverse effect on the combined operations and value of the Acquired Assets, taken as a whole; provided, that none of the following shall be deemed to be or to constitute a Material Adverse Effect, or be taken into account when determining whether there has been a Material Adverse Effect: (i) any change after the date of this Agreement resulting from or attributable to any conditions or changes generally affecting the economy, or the credit, financial or securities markets of the United States or elsewhere in the world; (ii) any change after the date of this Agreement resulting from or attributable to conditions or changes affecting the industry in which Seller conducts business; (iii) any change resulting from or attributable to the taking of any action specifically required by this Agreement or taken at the request of Buyer made after the date hereof; (iv) any change resulting from or attributable to changes in Laws or GAAP after the date of this Agreement; (v) any change resulting from the pendency or announcement of this Agreement or the transactions contemplated by this Agreement; and (vi) any change resulting from any act of war or terrorism or, in each case, the escalation thereof or the declaration of a national emergency or natural disasters occurring after the date of this Agreement.

“Person ” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or Government.

“ Regulatory Approvals ” means any approvals of DOT, FAA, TSA, and Government authorities required by Laws with respect to the consummation of the transactions contemplated hereby.

“ Related Person ” means, with respect to any Person, all past (within the 6 months preceding this Agreement) and present directors, officers, members, managers, stockholders, employees, controlling persons, agents, professionals, attorneys, accountants, investment bankers, Affiliates or representatives of any such Person.{FT74 1 494;10} 7

“ Retained Books and Records ” means (i) all corporate seals, minute books, charter documents, corporate stock record books, original tax and financial records and such other files, books and records to the extent they relate to any of the Excluded Assets or Excluded Liabilities or the organization, existence, capitalization or debt financing of Seller or of any Affiliate of Seller, (ii) all books, files and records that would otherwise constitute a Business Record but for the fact that disclosure of books, files or records could (w) violate any legal constraints or obligations regarding the confidentiality thereof, (x) waive any attorney client, work product or like privilege, (y) disclose information about Seller or any of its Affiliates that is unrelated to the Acquired Assets or (z) disclose information about Seller or any of its Affiliates pertaining to energy or project evaluation, energy or natural gas price curves or projections or other economic predictive models, or (iii) all books and records prepared in connection with or relating in any way to the transactions contemplated by this Agreement, including bids received from other parties and analyses relating in any way to the Acquired Assets and the Assumed Liabilities.

“ Rule ” or “

Rules ” means the Federal Rules of Bankruptcy Procedure.

“ SAH-VUL Carveout ” means the first $200,000.00 received after the Petition Date by the Subsidiary, Gulfstream Air Charter, Inc. from the ongoing performance of the Services Agreement with Gulfstream Air Charter, Inc. subsequent to the Petition Date, as more fully described in and approved by the DIP Order.

“ Sale Hearing ” means that certain hearing conducted by the Bankruptcy Court on January 7, 2011 in connection with the Sale Motion.

“ Sale Motion ” means that certain Emergency Motion For Orders Pursuant To 11 U.S.C. Sections 105, 363 And 365 And Fed. R. Bankr. P. 2002, 6004, 6006 And 9014 (A) Approving (I) Bidding Procedures, (II) Form And Manner Of Sale Notices, And (III) Sale Hearing Date And (B) Authorizing And Approving (I) Sale Of A Portion Of Or Substantially All Of The Seller Assets Free And Clear Of Certain Liens, Claims, And Encumbrances, And (II) Assumption And Assignment Of Executory Contracts And Unexpired Leases [D.E. #98] filed by Seller.

“ Sale Order ” means the Order pursuant to 11 U.S.C. §§ 105, 363 and 365 of the Bankruptcy Code (a) approving the sale of substantially all of the assets of Seller free and clear of all liens, claims, encumbrances and interests to VPAA Co. or its nominee; (b) approving the assumption and assignment of executory contracts and unexpired leases; and (c) granting related relief, entered as D.E. #307 by the Bankruptcy Court.

“ Tax Return ” means any report, return, information return, filing or other information, including any schedules, exhibits or attachments thereto, and any amendments to any of the foregoing required to be filed or maintained in connection with the calculation, determination, assessment or collection of any Taxes (including estimated Taxes).

“ Taxes ” means all taxes, however denominated, including any interest, penalties or additions to tax that may become payable in respect thereof, imposed by any Government, which taxes shall include all income taxes, payroll and employee withholding, unemployment insurance, social security (or similar), sales and use, excise, franchise, gross receipts, occupation, real and personal property, stamp, transfer, workmen’s compensation, customs duties,{FT74 1 494;10} 8

registration, documentary, value added, alternative or add-on minimum, estimated, environmental (including taxes under Section 59A of the Code) and other obligations of the same or a similar nature, whether arising before, on or after the Closing Date.

“ TSA ” means the United States Department of Homeland Security Transportation Security Administration. ARTICLE 2

PURCHASE AND SALE OF THE ACQUIRED ASSETS 2.1 Transfer of Acquired Assets . At the Closing, and upon the terms and conditions herein s et forth, Seller shall sell to Buyer, and Buyer shall acquire from Seller, all of Seller’s right, title and interest in, to and under the Acquired Assets free and clear of all Liens, claims and other interests (except for Assumed Liabilities) pursuant to Sections 105, 363 and 365 of the Bankruptcy Code. “

Acquired Assets ” shall mean substantially all of Seller’s assets, including, all direct or indirect, right, title and interests of Seller in and to all the tangible and intangible assets, properties, rents, claims and contracts of Seller, to the extent transferable, including without limitation the following property (but shall exclude the Excluded Assets, as defined below): (a) all of Seller’s rights under any leases of real property (the “ Real Estate Leases ”), including but not limited to the Real Estate Leases listed on Schedule 2.1 of the Discl os ure Schedules (the real property leased by Seller pursuant to the Real Estate Leases, the

“ Leased Real Property ”);

(b) all tangible personal property; (c) all inventory; (d) all good will and other general intangible assets and rights of Seller relating to their businesses, including, but not limited to, tools of the trade and business processes; (e) those certain executory contracts and unexpired leases to be assumed by Seller and assigned to Buyer pursuant to Sections 363 and 365 of the Bankruptcy Code (as designated by Buyer in its sole discretion prior to Closing (as defined below)) including without limitation all written or oral contacts, agreements, licenses, sublicenses, leases, subleases, mortgages, instruments, guaranties, commitments, understandings, undertakings or similar arrangements, whether express or implied, as listed on Schedule 2.1(e) of the Disclosure Schedule s or as otherwise determined in accordance with Article 4 hereof (collectively, the

“ Design at ed Contracts ”). Notwithstanding the foregoing, Seller is assuming the RACC Agreements (as defined in paragraph I of the Bid Procedures Order) and the Agreed RACC Terms (that was admitted as Exhibit 2 at the Sale Hearing) and assigning them to Buyer, thereby entitling Buyer to acquire the Raytheon Aircraft as contemplated by the RACC Agreements and the Agreed RACC Terms and entitling RACC to the RACC Cure Amount and as contemplated by Section 5.4 hereof, and the RACC Agreements are Designated Contracts;

(f) all a ccounts, notes or other receivables;{FT74 1 494;10} 9 (g) all lawsuits, claims, counterclaims, deposits, prepayments, refunds, abatements, causes of action, rights of recovery, rights of set off and rights of recoupment; provided that Seller's causes of action against any of Seller’s officers and directors shall be exclude d from the sale and deemed to remain with the Seller’s estates (with the exception of causes of action against David Hackett, Philip LeFevre, Timothy Murphy, Leon Knight, Craig Attel, and Christopher Eason which shall be acquired by Buyer); provided further, that any claims, counter-claims, objections to claims against any creditor of, or party who asserts claims against, the Seller' estates and causes of actions arising out of sections 510, 542, 543, 544, 545, 546, 547, 548, 549, 550 or 553 of the Bankruptcy Code, shall be excluded from the sale and deemed to remain with the Seller’ estates (with the exception of any claims against Shelter Island Opportunity Fund, LLC ("Shelter Island"), which shall be acquired by the Buyer);

(h) all claims, rights and interests in or to any refund, rebate, abatement or other recovery for Taxes, together with any interest due thereon or penalty rebate arising therefrom, for any tax period (other than in respect of any of the Excluded Assets);

(i) all accounts receivable; (j) all cash and cash equivalents, with the exception of the SAH-VUL Carveout and the cash component of the Purchase Price;

(k) all authorizations, franchises, approvals, consents, permits, licenses, orders, registrations, certificates, variances and similar rights obtained from any governmental entity (including, without limitation, the Federal Aviation Administration (“FAA”) and the Department of Transportation ("DOT")) and all pending applications therefor or renewals thereof, in each case to the extent transferrable to the Buyer ("Permits");

(l) all vehicles, furniture, fixtures and property, plant and equipment, including, without limitation, all computers, software, information management systems, aircraft equipment, tooling and machinery, and technical publications and manuals;

(m) all intellectual property and rights under and with respect to intellectual property; (n) all software used in the Seller’ businesses, to the extent transferable to Buyer; (o) all existing and assignable manufacturer or vendor warranties;

(p) all books, ledgers, files, documents, correspondence and records related to the Seller’ businesses owned by or in control of the Seller, or any one of them (in whatever format they exist) except as otherwise provided for herein, including, without limitation, customer lists, prospect lists, customer and customer-related files, customer records, test results, product specifications, plans, data (including, without limitation, any and all data related to the Seller’ businesses stored in any accounting or other software program or system) architectural plans, drawings and specifications, creative materials, advertising, marketing, promotional materials, studies, drawings, diagrams, training manuals, engineering data, operating records, inventory records, business plans, customer credit records, aircraft maintenance records,{FT74 1 494;10} 10

pilot/crew scheduling records, and any documentation required to be maintained by the FAA; provided that the Buyer shall provide to Seller and the Committee or any successor repres e ntative of the Seller’s estates, including any subsequently appointed or designated Liquidating Trustee, Chapter 7 Trustee or other creditor representative (collectively, the " Estate Representative "), after reasonable notice and during normal business hours, access (which shall include the right to photocopy, duplicate or otherwise copy and save in an electronic format to an external hard drive) to all books and records relating to all periods prior to Closing for purposes of investigating, pursuing and filing claims, counter-claims, objections or causes of action that remain with the Seller’s estates as provided herein and for purposes of meeting the Seller’s compliance obligations, such as the filing of tax returns, monthly operating reports with the Office of the United States Trustee and otherwise meeting the Seller’s statutory or procedural responsibilities. Without limitation, books and records shall include all business records of the Seller relating to periods prior to Closing maintained in the ordinary course, whether in electronic or paper form. In the event business records are maintained in an electronic format which may only be reasonably viewed, saved or printed through specialized software owned, licensed or otherwise utilized by the Seller, the Buyer shall reasonably assist the Estate Representative with access to such software for the purposes described herein.

(q) all applications, exhibits, appendices, correspondence, notices, inquires, reports, proposed orders, orders and decisions sent to or by the FAA pertaining to the Seller or their employees; and

(r) all internal reports, studies, summaries, memoranda and correspondence of the Seller, their employees or consultants pertaining to any matter within the jurisdiction of the FAA. 2.2 Excluded Assets . The Acquired Assets do not include the properties and assets liste d or described in this Section 2.2 (all properties and assets not being acquired by Buyer are herein r e ferred to as the “ Excluded Assets ”):

(a) all rights to Claims or adjustments with respect to Excluded Assets relating to any proceeding before any Government and all rights to insurance proceeds or other insurance recoveries to the extent relating to Excluded Assets or Excluded Liabilities;

(b) all Claims, including any Avoidance Actions Claims, arising out of or relating in any way to the Bankruptcy Case or any of the transactions contemplated thereby or entered into as a consequence thereof including any claims (as defined in Section 101(5) of the Bankruptcy Code) filed, scheduled or otherwise arising in the Bankruptcy Case; provided that , pursuant t o Section 2.1(g) , any claims against Shelter Island, David Hackett, Philip Le Feure, Timoth y Murphy, Leon Knight, Craig Attel and Christopher Easton, shall be acquired by Buyer and as to Shelter Island, discharged as of the Closing Date.

(c) all Claims, including any Avoidance Action Claims of Seller or Seller’s estate against SAH-VUL Strategic Partners, I, LLC and Taglich Brothers, Inc. and their respective members, shareholders, officers, directors, managers or employees;{FT74 1 494;10} 11 (d) all rights of Seller arising under this Agreement and under any other agreement between Seller and Buyer entered into in connection with this Agreement, including without limitation, the Purchase Price;

(e) all Retained Books and Records; (f) the SAH-VUL Carveout; (g) any assets set forth on Schedule 2.2(g) of the Disclosure Schedules; and (h) Excl ude d Contracts. 2.3 Assumption of Liabilities . Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained, at the Closing, Buyer shall assume, and Buyer shall hereafter pay, perform and discharge when due, the liabilities and obligations of Seller as listed below (collectively, the “ Assumed Liabilities ”): (a) all Non-Professional Administrative Claims (as defined at Section 3.1(b) );

(b) all l iabilities and obligations under the Designated Contracts arising after the Closing Date and the Cure Claims for such Designated Contracts;

(c) all liabilities and obligations of Seller under the Permits arising after the Closing Date; (d) all liabilities and obligations of Buyer for Taxes to the extent (but solely to the extent) provided in Article 12 ;

(e) all liabilities and obligations relating to or arising from the ownership or operation of the Acquired Assets after the Closing Date;

(f) liabilities related to employees and former employees of Seller to the extent provided for in Section 9.4 ; and

(g) the li a bilities of Seller to Shelter Island. 2.4 Excluded Liabilities . Except as specifically provided in Section 2.3 hereof, Buyer shall not assume nor be deemed to assume and shall have no responsibility or obligation with respect to, any liability or obligation of, or claim against, Seller, or of any predecessor, stockholder or other Affiliate of Seller, of any kind or nature, whether absolute, accrued, contingent or otherwise and whether due or to become due and whether or not asserted, and whether or not known or unknown or currently existing or hereafter arising, and however arising (collectively, the “ Excluded Liabilities ”). The Excluded Liabilities shall include, without limitation: (a) all liabilities or obligations in respect of or relating to the Excluded Assets;{FT74 1 494;10} 12 (b) liabilities related to employees and former employees of Seller except as provided in Section 9.4;

(c) exc e pt as otherwise set forth in Section 3.1(b) and (c) , all of Seller’s profess i onal fees and expenses for advisors, including without limitation, advisors retained pursuant to an Order of the Bankruptcy Court;

(d) except as otherwise assumed by Buyer as a Designated Contract by Buyer, all employment and change in control agreements (or such similar agreements) and all stock option agreements and stock purchase agreements to which Seller is a party;

(e) all obligations and liabilities associated with any Employee Benefit Plan of Seller that is not expressly acquired or assumed by Buyer;

(f) liabilities and obligations, whether known or unknown, relating to any environmental, health or safety matter (including, without limitation, any liability or obligation arising under Laws);

(g) trade payables and priority or non-priority unsecured claims not expressly assumed under this Agreement;

(h) any indebtedness or obligation for borrowed money of Seller not expressly assumed under this Agreement;

(i) any liabilities of Seller which any Person seeks to impose upon Buyer by virtue of any theory of successor liability;

(j) any liabilities with respect to any action, claim, suit, arbitration, inquiry, investigation or other proceeding of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any arbitrator or Government or similar Person or body (each, an “ Action ”) or other contingent liabilities of Seller, whether or not disclosed to Buyer, relating to periods and occurrences ended on or before the Closing Date, including, without limitation, any Actions or other claims or contingent liabilities relating to tort, personal injury and products liability;

(k) obligations arising under each Contract that is not an Designated Contract listed on Schedule 2.4(k) , or as otherwise determined not to be a Designated Contract in accord a nce with Article 4 hereof (an “Exclu de d Contract ”);

(l) all liabilities and obligations of Seller arising under or relating to any notice and other requirements of the Worker Adjustment and Retraining Notification Act of 1988 (the “ WARN Act ”); and

(m) any obligation to provide and any claims made pursuant to any COBRA coverage and any related administrative costs.{FT74 1 494;10} 13 ARTICLE 3 CONSIDERATION 3.1 Consideration . The aggregate consideration for the sale and transfer of the Acquire d Assets at the Closing shall be the aggregate of the amounts described below (the

“Purchase Price ”), which shall be payable and deliverable as follows:

(a) Buyer shall assume, satisfy, or otherwise discharge the outstanding balance of the DIP Loan in full, including all principal, interest, costs, expenses and fees due on the Closing Date.

(b) Buyer shall assume, discharge or otherwise satisfy all unpaid and "allowed" administrative expense claims pursuant to Bankruptcy Code § 503 arising prior to the date of Closing, with the exception of fees and costs sought by professionals retained by Seller’s estates pursuant to Bankruptcy Code §§ 327, 328, 330 and 1103 (the “ Non-Professional Administrative Claims ”). The Seller shall seek to establish an administrative claims bar date for no later than thirty (30) days after the Closing.

(c) During the period leading up to the Closing, and as limited below, Seller shall continue to operate in the ordinary course, subject to budgets prepared by Seller and approved by Buyer, DIP Lender and the Committee (the “ Budget ”), which Budget shall include a line item for payment of professionals of Seller’s estates for any services performed subsequent to the Sale Hearing and prior to Closing. During the period leading up to the Closing, to the extent going-forward expenses exceed going-forward revenues in the Budget, DIP Lender shall fund up to $300,000.00 per calendar month (or the pro-rated portion thereof during the month of Closing) under the DIP Loan for purposes of paying allowed going-forward administrative expenses. Any amounts for the payment of professionals of the Seller's estates allocated in the Budget and approved by DIP Lender pursuant to this subparagraph shall be deposited into the Professional Expense Escrow (as defined in the DIP Order).

(d) Buyer shall assume, satisfy or otherwise discharge Shelter Island’s claim in full and final satisfaction, release and discharge of any and all claims Shelter Island has or may have against Seller, Seller’s estates, DIP Lender, Buyer or any of their respective Affiliates.

(e) Except as otherwise provided herein, in full and final satisfaction, release and discharge of any and all claims (as such term is defined pursuant to 11 U.S.C. § 101(5)) of Seller, Seller’s estate, the Committee, and Seller’s creditors and interest holders against DIP Lender, Buyer and their respective Affiliates, Buyer shall pay $600,000.00 to Seller’s estate which shall be deposited in Seller’s debtor-in-possession account not to be disbursed until further Order of the Bankruptcy Court.

(f) From the amounts due to it under the DIP Loan, the DIP Lender shall allocate the sum of $100,000.00 for the benefit of Seller’s estates to be used in the discretion of the estates’ professionals, earmarked for the prosecution of any and all Avoidance Actions, objections to claims, and any other anticipated litigation, which amount shall be funded in cash and deposited into the Professional Expense Escrow (as defined in the DIP Order) at Closing subject to disbursement by further order of the Bankruptcy Court; provided , however , that (i) no{FT74 1 494;10} 14

Avoidance Actions or other investigation or litigation of any kind or nature shall be brought or instigated by Seller (or any one of them or any successor thereto), Seller’s estates, the Committee or any subsequent appointed Chapter 11 or Chapter 7 Trustee against Buyer, the DIP Lender, Shelter Island, any of their respective Affiliates, RACC, David Hackett, Philip LeFevre, Timothy Murphy, Leon Knight, Craig Attel, or Christopher Eason in any event, and (ii) no Avoidance Actions shall be commenced or otherwise pursued by Seller (or any one of them or any successor thereto), Seller’s estates, the Committee or any subsequent Chapter 11 or Chapter 7 Trustee against creditors with whom Buyer may wish to maintain or establish going-forward business relationships without the prior written consent of Buyer, pursuant to Section 8.6 hereof.

(g) Buye r

will purchase the aircraft leased to Seller from Raytheon Aircraft Credit Corporation (“

RACC ”) for a purchase price of no more than Eighteen Million Seven Hundred Thousand Dollars ($18,700,000.00) on such terms referred to in Section 5.4 below. 3.2 Deposi t . To secure the obligations of Buyer hereunder, DIP Lender hereby alloca t es Seven Hundred Sixty-Five Thousand Dollars ($765,000.00) from the amounts due it under the DIP Loan due to be utilized as a deposit (the “ Deposit ”). In the event that the Closing does not occur, the Deposit shall be paid to the Party entitled thereto in accordance with Article 14 , and if the Deposit shall become payable to Seller, the first $765,000.00 of the outstandi ng obligations under the DIP Loan shall be waived, released and satisfied. ARTICLE 4 DESIGNATION RIGHTS 4.1 Designated Contracts

. (a) Exc e pt as otherwise provided herein, at the time of Closing, Seller shall assume (to the extent required) pursuant to section 365(a) of the Bankruptcy Code and then assign and sell to Buyer pursuant to sections 365(f) and 363(b), (f) and (n) of the Bankruptcy Code, and Buyer shall assume and accept from Seller, the Designated Contracts.

(b) Except as otherwise set forth herein, Buyer will be responsible for the payment of the Cure Claims in connection with the assumption and assignment of the Designated Contracts, pursuant to Section 365 of the Bankruptcy Code in connection with its acquisition of the Acquired Assets, provided that , if the Buyer effects the acquisition of the Raytheon Aircraft, the RAC C Cure Amount shall be addressed as provided in Section 5.4(j) of this Agreement.

(c) Wit h the exception of Designated Contracts subject to objections by (i) Richard Bulow [D.E. #275]; (ii) Palm Beach County [D.E. #276]; (iii) Gulfstream Air Charter, Inc. [D.E. #279]; (iv) Greater Orlando Aviation Authority [D.E. #280]; (v) CIGNA Dental Health of Florida, Inc., CIGNA Dental Health of Ohio, Inc., CIGNA Dental Health of Pennsylvania, Inc., CIGNA Dental Health of Texas, Inc., Connecticut General Life Insurance Company [D.E. #267] and United States [D.E. #278] (the “ Assumption Objections ”), and unless otherwise agreed to in writing by Buyer and any counterparty to a Designated Contract (each, a

“ Counter-Party ” and collectively, the “ Counter-Parties ”), the Cure Claims shall equal the cure amounts listed by Seller in the assumption notice filed with the Bankruptcy Court on December 22, 2010 (the “

Assumption Notice ”) (D.E. #238). The Cure Claims set forth in the Assumption{FT74 1 494;10} 15

Notice shall be deemed the entire cure obligation of Seller and Buyer due and owing under section 365 of the Bankruptcy Code. The Sale Order shall provide that the Counter-Parties to the Designated Contracts shall be barred and enjoined from raising or asserting future claims against Buyer or Seller based on any Cure Claims or any other claim, obligation or liability arising on or before the Closing Date.

(d) Notwithstanding anything to the contrary, at any time and from time to time on or before one (1) Business Day prior to the Closing, except with respect to the RACC Assignment, Buyer may, by written notice to Seller, amend the list of Designated Contracts to add or remove any Contract which it desires to constitute a Designated Contract (and thereafter such Contract shall constitute a Designated Contract) or remove any Contract which it desires to constitute an Excluded Contract (and thereafter such Contract shall constitute an Excluded Contract). The Buyer shall be required to pay any Cure Claim related to a Contract ultimately designated by the Buyer as a Designated Contract as provided herein. Buyer shall not be required to make any payments for Cure Claims or any other amounts for Excluded Contracts.

(e) Notwithstanding anything to the contrary herein, at any time and from time to time on or before the ninetieth (90 th ) day after Closing, Buyer may designate one or more Discovered Contracts as a Designated Contract upon ten (10) days notice to the Counter-Party to any such Discovered Contract. In the event the Counter-Party to a Discovered Contract objects to the assumption and assignment of the Discovered Contract, Buyer shall direct Seller or its successors, as the case may be, to file the appropriate motion with the Bankruptcy Court for the assumption and assignment of all Discovered Contracts objected to by any Counter-Party.

(f) DIP Lender shall fund under the DIP Loan any allowed administrative expenses that Seller incurs under a Contract during the period prior to the date the Buyer designates such Contract as a Designated Contract or an Excluded Contract.

(g) Any Excluded Contract as set forth herein shall be subject to rejection by Seller under Section 365 of the Bankruptcy Code, and the Counter-Party to any Excluded Contract ultimately rejected by Seller shall have a period of thirty (30) days after such rejection to file a rejection damage claim related thereto.

(h) The Buyer shall have the right, in its sole discretion, to direct Seller to assume and assign to Buyer any one or more schedules, appendices, annexes or other attachments to any Designated Contract as directed by Buyer, in its sole discretion, to the extent permitted by applicable Law. Any such schedules, appendices, annexes or other attachments to any Contract that are so assumed and assigned shall be Designated Contracts.

(i) With respect to any Real Estate Leases, airport leases or similar lease, Seller hereby grants to Buyer a general license to enter, possess and use the premises subject to the terms of such lease until the date Buyer designates such lease as a Designated Contract or an Excluded Contract.

(j) Any assumption and assignment of any executory contracts wherein the United States Government is the counter-party to such contract shall require the consent of the United States Government. To the extent that the Seller’ contract with CSC Applied{FT74 1 494;10} 16

Technologies LLC is designated by Buyer as a Designated Contract, any changes to the terms and conditions of that contract shall require the consent of the United States.

(k) Notwithstanding anything to the contrary in this Agreement, the Clearinghouse Receivables (as hereinafter defined) shall be conveyed and transferred to Buyer subject to (and not free and clear of) any setoff and recoupment rights of the participants other than Seller in the Clearinghouses (as hereinafter defined) against such accounts receivable enforceable under applicable law, subject to the provisions of Section 553 of the Bankruptcy Code; provided , however , nothing in this Order shall constitute a release or waiver of any right of Sel l er or Buyer to object to or otherwise challenge any Clearinghouse participant’s claim (as that term is defined in Section 101(5) of the Bankruptcy Code) or its eligibility for setoff or recoupment under applicable non-bankruptcy law. For purposes of this Agreement, the term

“ Clearinghouse Receivables ” means amounts owing to Seller from other Clearinghouse participants based on ordinary course transactions (including interline passenger, interline freight, non-transportation and Universal Air Travel Plan transactions) subject to settlement through the Airlines Clearing House, Inc. (“ ACH ”) and/or the International Air Transport Association Clearing House (the “ IATA Clearing House ” and together with ACH, collectively, the “ Clearinghouses ”), pursuant to the agreements, rules, and regulations governing the Clearinghouses. To the extent that the offsets and reconciliation processes affecting the Clearinghouse Receivables result in net amount(s) owing by the Seller, the Buyer shall assume, discharge or otherwise satisfy such Non-Professional Administrative Claims as provided for in Section 3.1(b)

. 4.2 Non-As s ignment of Designated Contracts . Anything contained herein to the contrar y notwithstanding, (i) this Agreement shall not constitute an agreement to assign any Designated Contract if, after giving effect to the provisions of Sections 363 and 365 of the Bankruptcy Code, an attempted assignment thereof, without obtaining a Consent, would constitute a breach thereof or in any way negatively affect the rights of Seller or Buyer, as the assignee of such Designated Contract and (ii) no breach of this Agreement shall have occurred by virtue of such non-assignment. If, after giving effect to the provisions of Sections 363 and 365 of the Bankruptcy Code, such Consent is required but not obtained, Seller shall, at Buyer’s sole cost and expense, cooperate with Buyer in any reasonable arrangement, including Buyer’s provision of credit support, designed to provide for Buyer the benefits and obligations of or under any such Designated Contract, including enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereto arising out of the breach or cancellation thereof by such third party; provided , that nothing in this Article 4 shall (x) require Seller to make any signif i cant expenditure or incur any obligation on its own or on Buyer’s behalf or (y) prohibit Seller from ceasing operations or winding up its affairs following the Closing. Any assignment to Buyer of any Designated Contract that shall, after giving effect to the provisions of Sections 363 and 365 of the Bankruptcy Code, require the Consent of any third party for such assignment as aforesaid shall be made subject to such Consent being obtained. Any Contract that would be a Designated Contract but is not assigned in accordance with the terms of this Article 4 shall not be consi de red a Designated Contract for purposes hereof unless and until such Contract is assigned to Buyer following the Closing Date upon receipt of the requisite consents to assignment and Bankruptcy Court approval.{FT7 4 1494;10} 17 ARTICLE 5 CLOSING AND DELIVERIES 5.1 Closing . The consummation of the transactions contemplated hereby (the

“ Closi n g ”) shall take place at the offices of Akerman Senterfitt, 350 East Las Olas Boulevard, Suite 1600, Fort Lauderdale, Florida 33301 at 10:00 a.m. ET on the second Business Day following the satisfaction or waiver by the appropriate party of all the conditions contained herein, or on such other date or at such other place and time as may be agreed to by the parties hereto (the “ Closing Date ”). The Closing will be deemed to be effective at 11:59 p.m. (local time) on the Closing Date. 5.2 Seller’s Deliveries

. (a) The sale, transfer, assignment and delivery by Seller of the Acquired Assets to Buyer, as herein provided, shall be effected on the Closing Date. At the Closing, Seller shall deliver the following documents which shall be consistent with the terms of this Agreement: (i) a bill of sale with respect to the Acquired Assets (other than the Designated Contracts, Permits and Leased Real Property), duly executed by Seller and in a form reasonably acceptable to Buyer and Seller;

(ii) an assignment and assumption agreement with respect to the Designated Contracts and Assumed Liabilities, duly executed by Seller and in a form reasonably acceptable to Buyer and Seller;

(iii) the Business Records (it being understood that any Business Records located at Seller’s corporate offices need not be physically delivered, but shall be deemed delivered at the Closing);

(iv) an assignment, conveyance and assumption agreement with regard to the Real Estate Leases, duly executed by Seller and in a form reasonably acceptable to Buyer and Seller;

(v) a secretary’s certificate certifying as to the resolutions of the board of directors of Seller approving and authorizing this Agreement and the transactions contemplated by this Agreement and in a form reasonably acceptable to Buyer and Seller;

(vi) a true and correct copy of the Sale Order, which order shall be a Final Order; (vii) an affidavit of non-foreign status that complies with Section 1445 of the Code, duly executed by Seller and in a form reasonably acceptable to Buyer and Seller; (viii) a certificate signed by a duly authorized officer of Seller in accordance with Section 13.3(a) ;{FT7 4 1494;10} 18 (ix) a certificate signed by a duly authorized officer of Seller in accordance with Section 13.3(b) ; and

(x) suc h other documents as Buyer’s counsel may reasonably request that are necessary to evidence or consummate the transactions contemplated by this Agreement in forms reasonably acceptable to Buyer and Seller. (b) Notwithstanding anything in this Agreement to the contrary, Seller’s obligation to convey to Buyer all rights of Seller under the Permits listed on Schedule 6.8 shall consis t of providing: (i) if required by Law, notices of intent to transfer the Permit to Buyer in accordance with the Government regulations governing such Permit transfer, (ii) information as required by the Government regulations governing such Permit transfer and (iii) assistance to Buyer in obtaining the transfer of such Permits. 5.3 Buyer’s Deliveries . At the Closing, Buyer shall deliver the following documents and other i tems which shall be consistent with the terms of this Agreement: (a) Buyer shall pay to Seller the cash portion of the Purchase Price by wire transfer of immediately available funds to an account designated by Seller;

(b) Buyer shall execute and deliver to Seller an instrument of assumption of liabilities with respect to the Designated Contracts and the Assumed Liabilities in a form reasonably acceptable to Buyer and Seller;

(c) an assignment, conveyance and assumption agreement with regard to the Real Estate Leases, duly executed by Buyer in a form reasonably acceptable to Buyer and Seller;

(d) a secretary's certificate certifying as to the resolutions of the board of directors of Buyer approving and authorizing this Agreement and the transactions contemplated by this Agreement and in a form reasonably acceptable to Buyer and Seller;

(e) a certificate signed by a duly authorized officer of Buyer in a form reasonably acceptable to Buyer and Seller in accordance with Section 13.2(a) ;

(f) a c ertificate signed by a duly authorized officer of Buyer in a form reasonably acceptable to Buyer and Seller in accordance with Section 13.2(b) ; and

(g) such ot her documents as Seller’s counsel may reasonably request prior to Closing that are necessary to evidence or consummate the transactions contemplated by this Agreement in forms reasonably acceptable to Buyer and Seller. 5.4 Acquisition of RACC Aircraft

. (a) RA C C shall sell to Buyer, and the Buyer shall purchase the Raytheon Aircraft upon the following terms:

(b) As soon as practicable, but not later than January 20, 2011, Buyer shall cause to be deposited the sum of $18,700,000.00 (such amount as it may be adjusted pursuant to{FT74 1 494;10} 19

the credits set forth in subparagraph (f) below, the “ RACC Purchase Price ”) into a non-interest bearing escrow account (the “ Escrow Account ”), in accordance with the terms of an escrow agreement in form and substance reasonably acceptable to RACC and Buyer (the “Escrow Agreement ”), with the escrow agent (the " Escrow Agent ") to be Insured Aircraft Title Service or another recognized aircraft title company in Oklahoma City, or, with RACC’s and Buyer’s consent, a recognized FAA law firm in Oklahoma City, selected by RACC that is reasonably satisfactory to Buyer. At the reasonable request of Buyer, RACC will deposit with the Escrow Agent for the Escrow Account a bill of sale for each of the Raytheon Aircraft, which shall be in the form previously agreed and in accordance with the RACC Letter Agreement.

(c) The Escrow Agreement shall provide that, inter alia , Escrow Agent shall release the funds in the Escrow Account to RACC upon (i) RACC’s delivery of the previously agreed form of Bill of Sale for each Raytheon Aircraft (which will be the only required documentation); and (ii) Buyer’s receipt of all necessary regulatory approvals for the consummation of the transactions contemplated by this Agreement from the FAA and DOT (the

“ Federal Aviation Approvals ”).

(d) Buyer represents and warrants that (i) the Buyer is a citizen of the United States in accordance with 49 U.S.C. Section 40102(a)(15) and to the extent required by the FAA and DOT, and (ii) it is the Buyer’s well-founded belief that it shall be entitled to register the RACC Aircraft and that it is qualified to obtain and operate the airline as currently operated by the Seller by meeting the statutory and regulatory qualifications necessary to obtain the Federal Aviation Approvals.

(e) Buyer has paid, will pay, or will cause Seller to pay, to RACC certain lease rent payments on the Raytheon Aircraft (i) in the amount of $220,500.00 on or before January 6, 2011, (which payment RACC has acknowledged has been made), and unless and until the RACC Purchase Price has been released from the Escrow Account and received by RACC, (ii) the amount of $262,500.00 on or before January 20, 2011, and (iii) on or before each of February 6, March 6, and April 6, 2011 the amount of $525,000.00. To the extent that the RACC Purchase Price being held in the Escrow Account is released and received by RACC during any of these periods, the pro rata portion of rent paid for the period following such escrow release and receipt (using a 30-day month and actual days to the end of the paid period) shall be returned to Buyer. Any such lease rent payments on the Raytheon Aircraft funded by DIP Lender shall be funded under the DIP Loan but shall be excluded from the $300,000.00 monthly cap set forth in Section 3.1(c) hereof.

(f) The entire lease rent payment of $220,500.00 made on or before January 6, 2011 and a ratable portion of the other lease rent payments that have been made under the immediately preceding paragraph, using as the basis for that proration, an assumed monthly payment of $441,000.00 (so that, for example, for a full month lease rent payment, 441/525 of that payment, if actually made and retained by RACC, is the ratable portion) shall be credited against the RACC Purchase Price on a dollar-for-dollar basis upon the release of the escrow to RACC. The credit applies only to payments actually made and retained by RACC and shall be provided directly to Buyer by the Escrow Agent.{FT74 1 494;10} 20 (g) Buyer agrees to use all reasonable best efforts to obtain all necessary Federal Aviation Approvals as soon as possible.

(h) In any and all events, except as with respect to the last two sentences of this subsection (which provisions shall survive termination of this Agreement), the arrangements contained in this subsection will terminate, on April 30, 2011, unless the escrow is released and the RACC Purchase price is received by RACC on or before April 30, 2011. Upon such termination, Seller shall comply with all provisions contained in that certain Order Establishing Return Arrangements in Connection with the Raytheon Aircraft Credit Corporation Aircraft, entered by the Court on December 15, 2010 [D.E. #210]. Upon such termination, RACC shall have the right to file proofs of claim and/or assert and prosecute administrative expense claims in the Bankruptcy Case.

(i) Seller, Buyer and RACC shall comply in all respects with the terms and conditions contained in the RACC Agreements and the Agreed RACC Terms, including, without limitation, that all aircraft will be and remain airworthy at all times and in good condition and Gulfstream’s engine maintenance program will be current in all respects, unless RACC expressly otherwise agrees in writing.

(j) Based upon the agreement of Seller, the Committee and RACC, upon the release of the RACC Purchase Price from the Escrow Account and its receipt by RACC as and when provided above in this Section 5.4 (the “Escrow Release Date”), the Seller and the Seller’s bankruptcy estates shall be deemed to have waived, released and discharged, and each of the Seller and the Seller’s bankruptcy estates do hereby waive, release and discharge, effective as of the Escrow Release Date (without the need for any act or action by the Court or any Person), any and all claims they may hold, or that are held through, or are derivative from or of, the rights or interests of any of the foregoing, against RACC, and RACC shall be deemed to have waived, released, and discharged, and RACC do hereby waive, release and discharge, effective as of the Escrow Release Date (without the need for any act or action by the Court or any Person), any and all claims that it has against the Seller and the Seller’s bankruptcy estates with respect to the RACC Agreements prior to and including the Escrow Release Date, specifically including RACC’s right to (i) receive any distribution with respect to the RACC Unsecured Claim and (ii) the RACC Cure Amount. ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants to Buyer subject to such exceptions as are identified in the Disclosure Schedules hereto, as of the date hereof and as of the Closing Date (other than the representations and warranties which are made as of a specified date, which speak only as of such date), as follows: 6.1 Corporate Organization . Seller is duly formed and validly existing and in good standing under the Laws of the State of its formation. Seller has all requisite corporate (or equivalent) power and authority to own, lease and operate its properties, to carry on its business as now conducted (including the Business), and to perform its obligations hereunder and under any ancillary agreement to which it is or will be party. Seller is qualified or authorized to do{FT74 1 494;10} 21

business and is in good standing under the laws of each jurisdiction in which it owns or leases its real property and each other jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization. 6.2 Authorization and Validity . Subject to the Bankruptcy Court’s entry of the Sale Order a nd the receipt of the Consents set forth on Schedule 6.4 of the Disclosure Schedules, Selle r has all requisite power and authority to enter into this Agreement and all other instruments and documents (the “ Transaction Documents ”) required to be executed and delivered by Seller pursuant hereto or to enable Seller to effect the transactions contemplated hereby and, to carry out its obligations hereunder and thereunder. Subject to the entry of the Sale Order, the execution and delivery of this Agreement and the Transaction Documents and the performance by Seller of its obligations hereunder and thereunder have been duly authorized by all necessary action by the board of directors of Seller, and no other corporate proceedings on the part of Seller are necessary to authorize such execution, delivery and performance. This Agreement and the Transaction Documents required to be executed and delivered by Seller have been duly executed by Seller and, subject to the Bankruptcy Court’s entry of the Sale Order, and the receipt of the Consents on Schedule 6.4 of the disclosure Schedules constitute its valid and binding obligation, enforce a ble against it in accordance with the terms herein and therein. 6.3 No Conflict or Violation . Subject to (a) the receipt of all Consents set forth on Schedule 6.4 of the Disclosure Schedules, or (b) the Bankruptcy Court’s entry of the Sale Order and, if a ny, the execution, delivery and performance by Seller of this Agreement do not and will not (i) violate or conflict with any provision of the bylaws or certificate of incorporation (collectively, the “ Organizational Documents ”) of Seller, (ii) violate any provision of Law or any order, judgment or decree of any court or Government (“ Order ”) applicable to Seller, or (iii) violate or result in a breach of or constitute (with due notice or lapse of time or both) a default under any Designated Contract. 6.4 Consents and Approvals . Schedule 6.4 of the Disclosure Schedules sets forth a true a nd complete list of each Consent and each declaration to or filing or registration with any Government or other Person that is required in connection with the execution and delivery of this Agreement and the Transaction Documents by Seller or the performance by Seller of its obligations hereunder or thereunder. 6.5 Compliance with Law . Except as may result from the Bankruptcy Case, since Decem b er 31, 2008 and as of the date of this Agreement, (i) Seller has not received written notice of any violation of any Law; (ii) Seller is not in default with respect to any Order, applicable to any of the Acquired Assets; and (iii) no Action is pending or, to Seller’s knowledge, threatened against Seller alleging any failure to comply with any Order or Law. Except for maintenance and similar obligations incurred in the ordinary course of Seller’s business, no material expenditures are, or based on any Law, Order or Permit will be, required of Buyer for Seller and its business and operations to remain in compliance with all Laws, Orders and Permits immediately following the Closing. 6.6 Litigation . As of the date of this Agreement and except as set forth on Schedule 6.6 of the Disclosure Schedules, there are no Claims, suits or proceedings pending or, to the K nowledge of Seller, threatened, before any Government brought by or against Seller{FT74 1 494;10} 22

which is reasonably likely to cause a Material Adverse Effect. No Order or Action required to be set forth in Schedule 6.6 questions the validity or enforceability of this Agreement or any Transa c tion Document, or is reasonably likely to result in any Material Adverse Effect on Seller or the Acquired Assets, and Seller has no basis to believe that any such Action may be brought or threatened against Seller. 6.7 Material Contracts

. (a) Sche dul e 6.7 of the Disclosure Schedules sets forth a true, complete and correc t list of each Contract to which Seller or any Affiliate thereof is a party or is bound under which the consequences of a default under or termination of such Contract would reasonably be expected to have a Material Adverse Effect (collectively, the “ Material Contracts ”). Seller has provided or made available to Buyer true and complete copies of each Material Contract (including all amendments thereto).

(b) Except for the Cure Claims and as set forth in the Assumption Schedule, Seller has performed any obligations required to be performed by it to date under each Material Contract and is not in breach or default thereunder, and, to the Knowledge of Seller, no other party to any of the Material Contracts included in the Designated Contracts is (with or without the lapse of time or the giving of notice, or both) in material breach or default thereunder, except only for those defaults that will be cured in accordance with the Sale Order (or that need not be cured under the Bankruptcy Code to permit the assumption and assignment of the Designated Contracts) as of the date of this Agreement. Each of the Material Contracts included in the Designated Contracts is, or will be at the Closing, valid, binding and in full force and effect against Seller. 6.8 Permits . Schedule 6.8 of the Disclosure Schedules sets forth a complete and correc t list of all material Permits and all pending applications therefor obtained by Seller in connection with the Business or the Acquired Assets as of the date of this Agreement. As of the date of this Agreement, each such Permit is, and as of the Closing Date, each such Permit will be, valid and in full force and effect (subject to obtaining any required Consent to the transfer thereof), and is not be subject to any pending or, to Seller’s Knowledge, threatened administrative or judicial proceeding to revoke, cancel, suspend or declare such Permit invalid in any respect. 6.9 Environmental Matters

. (a) To t he Knowledge of Seller, Seller is in compliance with applicable Environmental Laws applicable to the Acquired Assets and the Business as of the date of this Agreement. (b) Since December 31, 2008, Seller has not received a written complaint, Order, directive, Claim, request for information, citation or notice of violation from any Government or any other Person relating to any actual or alleged noncompliance with or liability under any Environmental Law with respect to any release, spill, leak, discharge or emission of any Hazardous Materials to the air, surface water, groundwater or soil of the Leased Real Property.{FT74 1 494;10} 23

6.10 Real Property

. (a) Sel l er does not own any real property. (b) Schedule 2.1(a) sets forth (i) each Real Estate Lease under which Seller is the le s sor of real property, and (ii) each Real Estate Lease under which Seller is the lessee of real property. Seller has heretofore made available to Buyer true and correct copies of each Real Estate Lease. Subject to provisions of the Bankruptcy Code and the proceedings before the Bankruptcy Court, each Real Estate Lease is in full force and effect and is a legal, valid and binding agreement, arrangement or commitment of Seller, enforceable against Seller in accordance with its terms and, to Seller’s knowledge, is a valid agreement, arrangement or commitment of each other party thereto, enforceable against such party in accordance with its terms, and is assumable and assignable pursuant to Section 365 of the Bankruptcy Code. Except for the applicable Cure Claims and as set forth on Schedule 6.10(b) , Seller has performed all mater i al obligations required to be performed by it under the relevant Real Estate Lease and is not (solely with or without notice or lapse of time, or both) in breach or default in any material respect thereunder; and, to Seller’s knowledge, no other party to any of the Real Estate Leases is (solely with or without notice or lapse of time, or both) in breach or default in any material respect thereunder except where such breaches or defaults are capable of cure in accordance with the provisions of Section 365 of the Bankruptcy Code. There is no pending or, to Seller’s Knowledge, threatened material condemnation or other similar proceeding of any part of the Leased Real Property. 6.11 Employee Benefits . Set forth on Schedule 6.11 of the Disclosure Schedules is a list of all Employee Benefit Plans which Seller maintains or to which Seller contributes for the Employee. 6.12 Insurance . Schedule 6.12 of the Disclosure Schedules sets forth a true, complete and corr e ct description of all insurance policies maintained by Seller as of the date hereof. As of the date hereof, all such insurance policies are in full force and effect and all premiums that have become due and payable have been duly paid. No written notice of cancellation, non-renewal or termination has been received with respect to any such policy which has not been replaced on substantially similar terms prior to the date of such cancellation. Seller maintains insurance in such amounts and covering such risks and liabilities as are commercially reasonable and appropriate for the operation of the Business. 6.13 Utilities . Seller has no Knowledge of and has not received any notice of the curtai l ment of any utility service supplied to the Real Property. To Seller's Knowledge, all water and all electrical, telecommunication, sanitary and storm sewer and drainage lines, systems and hook ups located upon, under, at or adjacent to the Leased Real Property necessary for the conduct of the Business as currently contemplated and as proposed to be conducted are installed and connected under valid permits. 6.14 Title to Acquired Assets . Seller has good, marketable and valid title to each and all of t he Acquired Assets (other than leased assets), in each case free and clear of all Liens.{FT74 1 494;10} 24

6.15 Intellectual Property . Set forth on Schedule 6.15 of the Disclosure Schedules hereto i s a complete and accurate list of the intellectual property (the " Intellectual Property "). Seller has not licensed its rights in any Intellectual Property, current or planned products, designs or services to any other Person, except as provided in the Service Agreement. Seller owns all right, title and interest in and to all the Intellectual Property free and clear of all Liens (other than Liens as to which the Sale Order shall authorize the sale of the Acquired Assets free and clear). Schedule 6.15 of the Disclosure Schedules hereto completely and accurately sets forth which of the Int e llectual Property is duly, validly and properly registered with or issued by, as applicable, the U.S. Patent and Trademark Office, the Registrar of Copyrights and applicable foreign Government in foreign jurisdictions. All of such Intellectual Property registrations are valid and subsisting, all pending applications for such Intellectual Property are live and all maintenance, renewal and other fees relating to such registrations or applications are current, in each case, in all material respects. There are no material claims, demands or proceedings instituted or pending or, to the Knowledge of Seller, threatened by any Person contesting or challenging the right of Seller to use any Intellectual Property which, if adversely determined, would result in a Material Adverse Effect to the Business or the Acquired Assets. To the Knowledge of Seller, there are no patents, trademarks, trade names, copyrights, or trade secrets owned by a Person other than Seller which Seller is using without license to do so. Seller owns or has the right to use all Intellectual Property necessary or desirable to operate the Business. Each item of Intellectual Property used by Seller in the operation of the Business immediately prior to the Closing will be (subject to obtaining any required Consents) owned or available for use by Buyer on identical terms and conditions immediately subsequent to the Closing. To the Knowledge of Seller, Seller has not interfered with, infringed upon, misappropriated, or otherwise come into conflict with any other Person’s intellectual property to any extent that is reasonable likely to cause a Material Adverse Effect. Seller has never received any notice alleging any interference, infringement, misappropriation, violation or conflict with another Person’s intellectual property rights (including any claim that Seller must license or refrain from using any other Person’s intellectual property) that is reasonably likely to result in any Material Adverse Effect. To the Knowledge of Seller, no other Person has interfered with, infringed upon, misappropriated, or otherwise come into conflict with the Intellectual Property. To the Knowledge of Seller, no new products, inventions, procedures, or methods of manufacturing or processing have been developed by any competitors or other Persons which reasonably could be expected to supersede or make obsolete any actual or planned product or process used in the operation of the Business. 6.16 Brokers . Other than as set forth on Schedule 6.16 of the Disclosure Schedules, neither Seller nor any of its Affiliates has authorized any Person to act as broker, finder, banker, consultant, intermediary or in any other similar capacity which would entitle such Person to any investment banking, brokerage, finder’s or similar fee in connection with the transactions contemplated by this Agreement, except where any fee or payment due such persons would be solely the obligation of Seller or its Affiliates. 6.17 Labor Matters

. (a) Sche dul e 6.17(a) of the Disclosure Schedules sets forth a true, accurate and comple te list of the names, titles, annual compensation and all bonuses and similar payments made with respect to each such individual for the current and fiscal year for all officers and employees of any Seller.{FT7 4 1494;10} 25 (b) Seller has identified and provided to Buyer true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) which are currently in effect and applicable to any employees of any Seller or which recently terminated and are the subject of ongoing negotiations between the parties thereto (collectively, the “ CBAs ”). Schedule 6.17(b) of the Disclosure Schedules identifies all CBAs.

(c) Ex c ept as set forth on Schedule 6.17(c) of the Disclosure Schedules (i) no grie v ances, arbitrations, or legal or administrative proceedings which allege violation of any agreements, the CBAs or Law with respect to any employee are pending or, to the Knowledge of Seller, threatened against Seller, (ii) Seller is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (iii) Seller is not liable for any payment to any trust or other fund or to any Government with respect to unemployment compensation benefits, social security or other benefits or obligations for employees, (iv) to Seller’s Knowledge, no employee of Seller is in any respect in violation of any term of anyemployment contract, nondisclosure agreement, common law nondisclosure obligations, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by Seller because of the nature of the business conducted or presently proposed to be conducted by Seller or to the use of trade secrets or proprietary information of others, and (v) Seller is in compliance with all Laws, the CBAs agreements, contracts, policies, plans and programs relating to employment, employment practices, compensation, benefits, hours, terms and conditions of employment and the termination of employment, including but not limited to any obligations pursuant to the WARN Act, or any comparable Law.

(d) Except as set forth on Schedule 6.17(d) of the Disclosure Schedules (i) no work s t oppage, slowdown, lockout, labor strike, arbitrations or other labor disputes against any Seller is pending or, to the Knowledge of Seller, threatened, (ii) no employee of Seller, at the officer level or above, has given written notice to Seller that any such employee intends to terminate his or her employment with Seller, and (iii) Seller is not a party to, or otherwise bound by, any consent decree with any Government relating to employees or employment practices. 6.18 Aircraft

. (a) Sc he dule 6.18(a) of the Disclosure Schedules sets forth a true and comple t e list, as of the date hereof, of all in service aircraft owned or leased by any Seller (an

“ Aircraft ”), including the manufacturer model, serial number, United States registration number and vintage thereof, including the name of the lessee or sublessee thereof, and all Aircraft engines, including the manufacturer, model and serial number.

(b) All Aircraft are properly registered on the FAA aircraft registry and the International Registry, to the extent applicable, in airworthy condition (subject to routine maintenance and repair) and have a validly issued FAA Standard Certificate of Airworthiness that is in full force and effect.{FT7 4 1494;10} 26 (c) All Aircraft in all material respects are being maintained according toapplicable Federal Aviation Regulations, Manufacturer’s maintenance manual, and FAAapproved maintenance programs of Seller.

(d) Schedule 6.18(d) of the Disclosure Schedules sets forth a true and comple t e list, as of the date hereof, containing all contracts (other than existing aircraft leases) pursuant to which any Seller may purchase or lease aircraft, engines, components or simulators where the expected expenditures under any such contract exceed $100,000.00, including the manufacturer and model of all aircraft subject to each contract.

(e) Schedule 6.18(e) of the Disclosure Schedules sets forth a true and comple t e list, as of the date hereof, containing all contracts pursuant to which any Seller has financed, or have commitments to finance, aircraft (including leases, mortgages, and deferred or conditional sales agreements) involving amounts in excess of $100,000.00. 6.19 Certificates . Seller possesses the FAA Certificates and DOT Certificates in mate r ial compliance with all applicable Legal Requirements. Seller owns, or has the valid rights under, the Certificates. None of the Certificates have been suspended or revoked by the FAA or DOT and to Seller’s Knowledge, no event has occurred with respect to Seller, its business or operations or the Certificates that reasonably could be expected to cause the FAA to suspend or revoke the FAA Certificate or to take such action that reasonably could be expected to adversely affect Seller’s rights under the FAA Certificate. Seller is in compliance with its obligations with respect to the DOT Certificates provided that they are subject to ongoing fitness requirements 14 C.F.R. Part 202. 6.20 U.S. Citizen; Air Carrier . Parent’s primary subsidiary, Gulfstream International Airl i nes, Inc., is a “citizen of the United States” as defined in the Transportation Code, is operating under authority issued pursuant to such Code (49 U.S.C. Sections 41101-41112) and holds an air carrier operating certificate issued pursuant to such Transportation Code (49 U.S.C. Sections 44701 et seq .) for aircraft capable of carrying 10 or more individuals and 6,000 pounds or more of cargo. ARTICLE 7

REPRESENTATIONS AND WARRANTIES OF BUYER Buyer hereby represents and warrants to Seller as follows, as of the date hereof and as of the Closing Date: 7.1 Corporate Organization . Buyer is a corporation, duly organized, validly existing and in g ood standing under the Laws of the State of Delaware, and has all requisite power and authority to own its properties and assets and to conduct its business as now conducted. 7.2 Authorization and Validity . Buyer has all requisite power and authority to enter into t hi s Agreement and to execute and deliver the Transaction Documents to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents and the performance of Buyer’s obligations hereunder and thereunder have been duly authorized by all necessary action by the board of managers of Buyer, and no other proceedings on the part of Buyer are necessary to authorize{FT74 1 494;10} 27

such execution, delivery and performance. This Agreement and the Transaction Documents to which it is a party have been duly executed by Buyer and constitute its valid and binding obligation, enforceable against it in accordance with the terms herein and therein. 7.3 No Conflict or Violation . The execution, delivery and performance by Buyer of this A g reement and the execution and delivery of the Transaction Documents to which Buyer is a party does not and will not violate or conflict with any provision of the organizational documents of Buyer and does not and will not violate any provision of Law, or any Order applicable to Buyer, nor will it result in a breach of or constitute (with due notice or lapse of time or both) a default under any Material Contract to which Buyer is a party or by which it is bound or to which any of its properties or assets is subject. 7.4 Consents, Approvals and Notifications . The execution, delivery and performance of this Agreement and the Transaction Documents by Buyer does not require the Consent of, or filing with or notification of, any Government or any other Person except: (a) for entry of the Sale Order by the Bankruptcy Court or (b) for such Consents and filings, the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect on the ability of Buyer to consummate the transactions contemplated hereby. 7.5 Adequate Assurances Regarding Designated Contracts . As of the Closing Date, Buyer will be capable of satisfying the conditions contained in Sections 365(f)(2)(B) of the Bankruptcy Code with respect to the Designated Contracts. 7.6 No Financing Contingency . Buyer has the financial resources as required to consumma t e the transactions contemplated by this Agreement 7.7 FAA Approvals . Buyer is a “citizen of the United States” as defined in 49 USC § 40102(a)(15 ) , and knows of no fact or reason relating to the Buyer or its Affiliates why the FAA or the DOT would deny or unusually delay all requisite Consents to the consummation of the transactions contemplated by this Agreement. 7.8 Brokers . Neither Buyer nor any of its Affiliates has authorized any Person to act as broke r , finder, banker, consultant, intermediary or in any other similar capacity which would entitle such Person to any investment banking, brokerage, finder’s or similar fee in connection with the transactions contemplated by this Agreement, except where any fee or payment due such persons would be solely the obligation of Buyer or its Affiliates. ARTICLE 8 COVENANTS OF SELLER Seller hereby covenants to Buyer as follows: 8.1 Actions Before Closing . Seller shall use commercially reasonable best efforts to perform and satisfy all conditions to Buyer’s obligations to consummate the transactions contemplated by this Agreement that are to be performed or satisfied by Seller under this Agreement.{FT7 4 1494;10} 28

8.2 Maintenance of Assets Before the Closing Date

. (a) Ex c ept as contemplated by this Agreement, as required by the Bankruptcy Code or Order of the Bankruptcy Court, or with the written consent of Buyer, Seller shall use commercially reasonable best efforts to operate the Business in the ordinary course in a manner consistent with past practice, and shall confer on a regular and frequent basis with Buyer and its representatives to report on operational matters and the general status of ongoing operations. Notwithstanding the generality of the foregoing and except as contemplated by this Agreement, as required by the Bankruptcy Code or Order of the Bankruptcy Court, or with the written consent of Buyer, Seller shall, between the date hereof and the Closing Date, use commercially reasonable best efforts to (i) conduct the Business in compliance with all applicable Laws and in accordance with the monthly budgets pre-approved by Buyer, (ii) use commercially reasonable best efforts to preserve the Business’s relationships with the current customers, suppliers and others having business dealings with the Business, (iii) maintain the Acquired Assets in their current working order, condition and repair as of the date hereof, ordinary wear and tear and damage from casualty excepted, (iv) perform in all material respects when due the obligations required to be performed by Seller under the Contracts, other than to cure pre-petition monetary defaults, (v) maintain the Business Records on a basis consistent with prior practice, (vi) bill for products sold or services rendered and pay accounts payable in connection with the Business consistent with past practice and subject to availability of cash to do so, (vii) maintain all insurance policies set forth on Schedule 6.12 hereto, or suitable replacements therefor, in full force and effect through the close of business on the Closing Date, (viii) provide Buyer with updated monthly financial information concerning the Business, as reasonably requested by Buyer, and (ix) grant Buyer reasonable access to its customers, distributors and suppliers and cooperate with Buyer in communicating with such Persons, subject to reasonably acceptable procedures. (b) Without limiting the generality of Section 8.2(a) , prior to the Closing Sell e r shall not, and shall not permit its Affiliates to, without the prior written consent of Buyer, and other than as required by the Bankruptcy Code or Order of the Bankruptcy Court or in the ordinary course of business consistent with past practices: (i) sell, lease or transfer any of the Acquired Assets or parts thereof, (ii) amend, modify, terminate or change in any material respects any Designated Contract, or (iii) grant a consensual Lien on the Acquired Assets.

(c) In the event Seller is directed by the Bankruptcy Court to convey or dispose of an asset that would be an Acquired Asset (except for reasonably equivalent value received by Seller), Seller shall either provide the proceeds of such asset conveyance to Buyer or reduce the Purchase Price by the fair market value of such asset. 8.3 Consents and Approvals . Seller shall use commercially reasonable best efforts to obtain a l l Consents listed on Schedule 6.4 of the Disclosure Schedules. 8.4 Acc e ss to Properties and Records . To the extent permitted under Law and any rele va nt confidentiality agreements, Seller shall afford to Buyer, and to the accountants, counsel and representatives of Buyer, reasonable access to the Business Records during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to the terms hereof). Upon reasonable prior notice, at Buyer’s sole cost,{FT7 4 1494;10} 29

expense and risk, Seller shall also afford Buyer reasonable access, during normal business hours, to all Acquired Assets throughout the period prior to the Closing Date. If after the Closing Seller (or any Affiliate of Seller) shall receive any payment or revenue that belongs to Buyer pursuant to this Agreement, Seller shall promptly remit or caused to be remitted the same to Buyer, without set-off or deduction of any kind or nature. 8.5 Consultant . If requested by the Buyer prior to Closing, the Seller shall retain a consult a nt or advisor acceptable to the Buyer (the “ Consultant ”), who shall have the authority to advise and consult the Seller with respect to the Seller’s financial and operational affairs and all other aspects of the Seller’s businesses, in each case to the extent such actions would not impair the transfer or approval of any necessary FAA, DOT or other governmental regulatory permits, consents, licenses, franchises, notice, orders, registrations, certifications or authorizations necessary to operate the business. The Consultant shall work with the Seller’s management, the Buyer and RACC to ensure that all going-forward operations comply with FAA, DOT and any other governmental regulations. The tenure and other terms of retention of the Consultant shall be acceptable to the Buyer. DIP Lender shall fund under the DIP Loan any fees and expenses charged by the Consultant, and such fees and expenses shall be excluded from the $300,000 monthly cap set forth in subsection 3.1(c) above. 8.6 Procedures for Consent to Prosecution of Avoidance Actions

. (a) Wi t hin fourteen days following the entry of the Sale Order, Seller shall provide Buyer with a schedule of Transfers (as such term is defined by Section 101(54) of the Bankruptcy Code) to (i) Insiders (as such term is defined by Section 101(31) of the Bankruptcy Code) within the one year period prior to the Petition Date and to (ii) non-Insiders within the ninety day period prior to the Petition Date consisting of vendors or customers the termination of whose relationship with Buyer, in operating Seller’s business after the Closing, is reasonably likely to cause a Material Adverse Effect (collectively, the “ Transfer Schedules ”).

(b) On or before the one hundred fiftieth (150 th ) day subsequent to the Closing, Buyer shall send a written confirmation to Seller, the Committee, or any successor, as the case may be, identifying which of the recipients of the Transfers on the Transfer Schedules may not be the subject of an Avoidance Action because Buyer maintains an active business relationship with such transferee (the “ Confirmation Notice ”). Upon receipt of the Confirmation Notice from Buyer, Seller, the Committee, or any successor, as the case may be, shall thereafter be authorized but not obligated to commence any Avoidance Action possessed by Seller’s estates against any transferee not identified in the Confirmation Notice. Seller, the Committee, or any successor, as the case may be, may pursue an Avoidance Action solely against those Transfers and transferees listed on the Transfer Schedules that are not identified by Buyer in the Confirmation Notice. 8.7 Release . Seller, on behalf of itself and its officers, directors, shareholders, membe r s, agents, employees, subsidiaries, Affiliates, successors, assigns, and any other Person who could make a claim by or through them for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby, unconditionally and irrevocably release, acquit, satisfy and forever discharge DIP Lender, Buyer and each of its officers, directors, shareholders, members, agents, employees, subsidiaries, Affiliates, successors or{FT7 4 1494;10} 30

assigns, from any and all past, present and future manner of actions, causes of action, suits, debts, costs, loss of services, obligations, liabilities, sums of money, accounts, reckonings, bonds, bills, attorneys’ fees, costs, specialties, covenants, contracts, grievances, controversies, agreements, promises, variances, disputes, trespasses, damages, judgments, executions, claims and demands whatsoever, regardless of whether at law or in equity or under federal, state, local or foreign law or any agency or commission of any local, state or federal government, which against them ever had, now has or which can, shall or may hereafter have, upon or by reason of, or arising out of or in connection with any cause whatsoever, except for any of the foregoing as may arise out of or in connection with this Agreement, any other document, or any of the transactions contemplated hereby or thereby. 8.8 Further Assurances . Upon the request and at the sole expense of Buyer at any time after the Closing Date, Seller shall execute and deliver such documents as Buyer or its counsel may reasonably request to effectuate the purposes of this Agreement. 8.9 Notices . Seller shall give prompt notice to Buyer of (i) the occurrence or nonoccurr e nce of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty made by Seller contained in this Agreement to be materially untrue or inaccurate, and (ii) any failure of Seller to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder. 8.10 Casualty Loss . Notwithstanding any provision in this Agreement to the contrary, if, be f ore the Closing, all or any material portion of the Acquired Assets is (a) condemned or taken by eminent domain, or (b) a material portion is damaged or destroyed by fire or other casualty, Seller shall notify Buyer promptly in writing of such fact, and (i) in the case of condemnation or taking, Seller shall assign or pay, as the case may be, any proceeds thereof to Buyer at the Closing, and (ii) in the case of fire or other casualty, Seller shall either restore such damage or assign the insurance proceeds therefrom to Buyer at Closing. Notwithstanding the foregoing, the provisions of this Section 8.10 shall not in any way modify Buyer’s other rights under t hi s Agreement, including any applicable right to terminate the Agreement if any condemnation, taking, damage or other destruction resulted in a Material Adverse Effect. 8.11 Confidentiality . Each party hereto acknowledges that the other parties have legi t imate and continuing proprietary interests in the protection of their confidential information and that the parties have invested substantial sums and will continue to invest substantial sums to develop, maintain and protect such confidential information. Prior to and after the Closing, each party agrees not to disclose, furnish or make accessible to anyone or use for its own benefit (other than as contemplated hereby) any trade secrets or other confidential or proprietary information of another party relating to any Seller, Buyer and/or their respective businesses or the other parties including, but not limited to, information obtained by or revealed to such party during any investigations, negotiations or review relating to this Agreement and any other document contemplated hereby or thereby or any past or future actions taken in connection with, pursuant to, in accordance with, or under this Agreement, including without limitation any business plans, marketing plans, financial information, strategies, systems, programs, methods and computer programs; provided, however, that such protected information shall not include (i) information required to be disclosed by Law, legal or judicial process (including a court order, subpoena or order of a Government), (ii) information that is or becomes available to the{FT74 1 494;10} 31

disclosing party on a non-confidential basis from a source other than the other parties and not obtained in violation of this Agreement and (iii) information known to the public or otherwise in the public domain without violation of this Section 8.11

. ARTIC L E 9 COVENANTS OF BUYER Buyer hereby covenants to Seller as follows: 9.1 Actions Before Closing Date . Buyer shall use commercially reasonable efforts to perform and satisfy all conditions to Seller’s obligations to consummate the transactions contemplated by this Agreement that are to be performed or satisfied by Buyer under this Agreement. 9.2 Consents, Approvals and Notifications . Buyer shall use commercially reasonable effort s to obtain all Consents of all Governments, and all other Persons, required to be obtained by Buyer and provide notifications to all Persons required to be notified by Buyer to effect the transactions contemplated by this Agreement. Buyer shall promptly take all actions as are reasonably requested by Seller to assist in obtaining the Bankruptcy Court’s entry of the Sale Order, including furnishing affidavits, financial information or other documents or information for filing with the Bankruptcy Court and making Buyer’s employees and representatives available to testify before the Bankruptcy Court. 9.3 Availability of Business Records . After the Closing Date, Buyer shall provide to Selle r and Related Persons (after reasonable notice and during normal business hours and without charge to Seller) access to all Business Records for periods prior to the Closing and shall preserve such Business Records until the later of (a) six (6) years after the Closing Date or (b) the required retention period for all government contact information, records or documents. Such access shall include access to any information in electronic form to the extent reasonably available. Buyer acknowledges that Seller has the right to retain originals or copies of Business Records for periods prior to the Closing. Prior to destroying any Business Records for periods prior to the Closing, Buyer shall notify Seller thirty (30) days in advance of any such proposed destruction of its intent to destroy such Business Records, and Buyer will permit Seller to retain such Business Records. With respect to any litigation and claims that are Excluded Liabilities, Buyer shall render all reasonable assistance that Seller may request in defending such litigation or claim and shall make available to Seller’s personnel most knowledgeable about the matter in question. If after the Closing Buyer (or any Affiliate or creditor of Buyer) shall receive any payment or revenue that belongs to Seller pursuant to this Agreement, Buyer shall promptly remit or caused to be remitted the same to Seller, without set-off or deduction of any kind or nature. 9.4 Employee and Benefits Matters . Buyer shall offer employment to substantially all individual s employed by Seller in connection with the Business as of the Closing Date (the

“Employees ”) to commence immediately following the Closing, and any such offer shall be (a) contingent upon the issuance of the Sale Order of the Bankruptcy Court and the Closing, and (b) based on terms and conditions of employment as those provided by Seller prior to Closing (with credit for past service with respect to title, compensation and benefits); provided , however ,{FT74 1 494;10} 32

that Buyer shall not be required to offer employment to any Employee that is party to an employment agreement or a CBA, unless such employment agreement is listed as an Designated Contract on Schedule 2.1(e) . Only Employees who accept Buyer’s offer of employment and who comm e nce employment with Buyer shall be referred to herein as the “ Transferred Employees .” Nothing herein, express or implied, shall (i) create any third party beneficiary or other rights or confer upon any Employee or former employee of Seller any rights or remedies (including any right to employment or continued employment for any specified period) of any nature or kind whatsoever, under or by reason of this Agreement, (ii) be deemed to constitute an amendment or other modification under any Employee Benefit Plan or any employee benefit plan maintained by the Parties, (iii) limit the right of Buyer or its Affiliates to amend, terminate or otherwise modify any employee benefit plan maintained by Buyer following the Closing Date; or (iv) impair or affect Seller’s prosecution of that certain motion filed by Seller as D.E. #270 in the Bankruptcy Case. Buyer and Seller agree that the provisions contained herein are not intended to be for the benefit of or otherwise be enforceable by, any third party, including any employee or former employee of Seller. With respect to any of Seller’s current Employees who, at or after the time of Closing, is not hired, or not otherwise employed by Buyer, the employment of each such Employee with Seller shall be deemed terminated as of the date immediately preceding the Closing Date, and Buyer shall be responsible for, and Seller shall not be obligated and responsible for, any and all liability, claims, actions, damages, judgments, penalties, costs, and expenses that may arise in connection with said termination, including without limitation, claims for wages, severance, benefits, or notice pay, or for failure by Seller or Buyer to provide notice under the WARN Act or other similar Law, but not including any claims for bonuses or change of control payments that are Excluded Liabilities. Pursuant to the “ Standard Procedure ” provided in Section 5 of Revenue Procedure 96-60, 1996-2 C.B. 399, if applicable, (i) Buyer and Selle r shall report on a predecessor/successor basis as set forth therein, and (ii) Buyer will undertake to file (or cause to be filed) a Form W-2 for each such Transferred Employee with respect to the portion of the year during which such Transferred Employees are employed by Buyer that includes the Closing Date, excluding the portion of such year that such Transferred Employee was employed by Seller. Following the Closing Date, (i) Buyer shall ensure that no waiting periods, exclusions or limitations with respect to any pre-existing conditions, evidence of insurability or good health or actively-at-work exclusions are applicable to any employees of Seller or their dependents or beneficiaries under any welfare benefit plans in which such Transferred Employees may be eligible to participate; and (ii) Buyer shall provide or cause to be provided that any costs or expenses incurred by Transferred Employees (and their dependents or beneficiaries) up to (and including) the Closing Date shall be taken into account for purposes of satisfying applicable deducible, co-payment, coinsurance, maximum out-of- pocket provisions and like adjustments or limitations on coverage under any such welfare benefit plans. With respect to each employee benefit plan, policy or practice, including, without limitation, severance, vacation and paid time off plans, policies or practices, sponsored or maintained by Buyer or its Affiliates, Buyer shall grant, or cause to be granted to, all Transferred Employees from and after the Closing Date credit for all service with Seller and its predecessors, prior to the Closing Date for all purposes (including, without limitation, eligibility to participate, vesting credit, eligibility to commence benefits and benefit accrual).{FT74 1 494;10} 33

Notwithstanding the foregoing, nothing in this Agreement shall limit or be interpreted to limit the Buyer's right to amend or terminate any employee benefit plan, policy or practice in any manner which it deems advisable in its sole discretion. ARTICLE 10 BANKRUPTCY PROCEDURES Seller shall use its reasonable best efforts to obtain the entry of the Sale Order on the Bankruptcy Court’s docket. Buyer covenants and agrees that it shall cooperate with Seller in connection with furnishing information or documents to Seller to satisfy the requirements of adequate assurance of future performance under Section 365(f)(2)(B) of the Bankruptcy Code. ARTICLE 11 REGULATORY MATTERS Buyer hereby covenants to Seller, and Seller hereby covenants to Buyer, as follows: 11.1 Certificates . The FAA Certificate is non-transferable. Seller’s FAA Certificate is specif i c to Seller’s particular operations, personnel and manuals, which were found to be in compliance under the Federal Aviation Regulations, and a new certificate must be issued to Buyer. The FAA may issue a new or an amended operating certificate to Buyer only after the FAA has evaluated Buyer and determined that it is properly and adequately equipped and able to conduct safe options. Moreover, the transfer of the Certificate of Public Convenience and Necessity issued by the DOT is subject to the prior approval of the DOT under 49 U.S.C. § 41105. As soon as reasonably practicable, but in any event within fifteen (15) business days after the date of this Agreement, Buyer and Seller shall use their respective commercially reasonable efforts (as applicable) to: (a) apply to the DOT and the FAA, as applicable, for approval of the transfer or issuance of the Certificates pursuant to this Agreement, and thereafter make any other required submissions to the DOT and FAA with respect to such transfer and issuance, and (b) thereafter, and as applicable, take all appropriate actions, and do, or cause to be done, all things necessary, proper or advisable with respect to obtaining the approval of the transfer or issuance of the Certificates: provided , that subject to the last sentence of this Section 11.1, neithe r

Buyer nor Seller will have any obligation to provide any guarantee or other consideration to the DOT or FAA of any nature in connection with obtaining such approvals for the transfer and issuance of the Certificates. Subject to the foregoing, each party, as applicable, agrees to cooperate with the other in the preparation and filing of, and the provision of information for, all forms, notifications, reports and information, if any, required or reasonably deemed advisable in connection with obtaining necessary approvals of the DOT and FAA, and to use their respective commercially reasonable efforts to agree jointly on a method to overcome any objections by the DOT or FAA. Upon reasonable advance notice, Seller will provide Buyer and Buyer’s representatives with access to and use of the Acquired Assets and allow Buyer’s representatives to communicate directly with FAA and DOT representatives to the extent required to obtain the necessary approvals of the DOT and the FAA; provided, that such access and use does not interfere with Seller’s access or use of the Acquired Assets, and provided, further, that Seller shall be entitled to have a representative observe any such access or use by Buyer or its representatives. Each of the parties shall bear their own costs and expenses incurred in connection with obtaining the necessary approvals of the DOT and the FAA, except that{FT74 1 494;10} 34

Buyer shall pay for any filing fees required to be paid to the DOT or the FAA in connection with the transfer and issuance of the Certificates pursuant to this Agreement. Buyer will promptly deliver notice to Seller in writing of any specific event or circumstance of which Buyer has knowledge, or of which it receives notice, that has resulted or could reasonably be expected to result in any delay or failure in obtaining the DOT or FAA approvals. 11.2 Permit Transfers . Seller shall provide commercially reasonable assistance to Buyer to assist Buyer in (i) obtaining or (ii) the transfer of Permits from Seller to Buyer. Any and all fees required by any Government or any Person to obtain or for the transfer of a Permit shall be the sole responsibility of Seller. ARTICLE 12 TAXES 12.1 Taxes Related to Purchase of Acquired Assets . In the event that any Transfer Taxes shall be payable in connection with the transactions contemplated by this Agreement, such Transfer Taxes shall be paid by Buyer. In no event shall any party to this Agreement be responsible for the income taxes of any other party that arise as a consequence of the transactions consummated hereunder. 12.2 Proration of Real and Personal Property Taxes . All real and personal property taxes and assessments on the Acquired Assets for any taxable period commencing prior to the day immediately preceding the Closing Date (the “ Adjustment Date ”) and ending after the Adjustment Date (a “ Straddle Period ”) shall be prorated between Buyer and Seller as of the close of business on the Adjustment Date based on the best information then available, with (a) Seller being liable for such Taxes attributable to any portion of a Straddle Period ending prior to the Adjustment Date and (b) Buyer being liable for such Taxes attributable to any portion of a Straddle Period beginning on or after the Adjustment Date. Information available after the Adjustment Date that alters the amount of Taxes due with respect to the Straddle Period will be taken into account and any change in the amount of such Taxes shall be prorated between Buyer and Seller as set forth in the next sentence. All such prorations shall be allocated so that items relating to the portion of a Straddle Period ending prior to the Adjustment Date shall be allocated to Seller based upon the number of days in the Straddle Period prior to the Adjustment Date and items related to the portion of a Straddle Period beginning on or after the Adjustment Date shall be allocated to Buyer based upon the number of days in the Straddle Period from and after the Adjustment Date; provided , however , that the parties shall allocate any real property Tax in accord a nce with Section 164(d) of the Code. The amount of all such prorations that must be paid in order to convey the Acquired Assets to Buyer free and clear of all Liens shall be calculated and paid on the Closing Date; all other prorations shall be calculated and paid as soon as practicable thereafter. 12.3 Cooperation on Tax Matters . Seller and Buyer shall (and shall cause their respec t ive Affiliates to) cooperate fully with each other and make available or cause to be made available to each other for consultation, inspection and copying (at such other party’s expense) in a timely fashion such personnel, Tax data, relevant Tax Returns or portions thereof and filings, files, books, records, documents, financial, technical and operating data, computer records and other information as may be reasonably required (a) for the preparation by such other party of{FT74 1 494;10} 35

any Tax Returns or (b) in connection with any Tax audit or proceeding including one party (or an Affiliate thereof) to the extent such Tax audit or proceeding relates to or arises from the transactions contemplated by this Agreement. 12.4 Retention of Tax Records . After the Closing Date and until the expiration of all statut e s of limitation applicable to Seller’s liabilities for Taxes, Buyer shall retain possession of all accounting, business, financial and Tax records and information that (a) relate to the Acquired Assets and are in existence on the Closing Date and (b) come into existence after the Closing Date but relate to the Acquired Assets before the Closing Date. In addition, from and after the Closing Date, Buyer shall provide to Seller and their Related Persons (after reasonable notice and during normal business hours) access to the books, records, documents and other information relating to the Acquired Assets as Seller may reasonably deem necessary to (i) properly prepare for, file, prove, answer, prosecute and defend any Tax Return, claim, filing, tax audit, tax protest, suit, proceeding or answer or (ii) administer or complete any cases under chapter 11 of the Bankruptcy Code of or including Seller. Such access shall include reasonable access to any computerized information systems that contain data regarding the Acquired Assets. 12.5 Allocation of Purchase Price and Purchase Price Allocation Forms . The Purchase Price , the Assumed Liabilities and other relevant items shall be allocated among the Acquired Assets in accordance with Section 1060 of the Internal Revenue Code. Buyer shall prepare and deliver to Seller an allocation schedule setting forth Buyer’s determination of the allocation (the

“ Allocation Schedule ”) within 30 days after the Agreement Date, which Allocation Schedule shall be subject to the reasonable approval of Seller. The Allocation Schedule shall identify the transferor and transferee thereof, and shall be prepared in accordance with Treas. Reg. Section 1060-1 (or any comparable provision of state or local tax Law) or any successor provision. The parties agree that they will report the federal, state, local and other Tax consequences of the purchase and sale hereunder (including in filings on IRS Form 8594) in a manner consistent with such allocation and that they will not take any position inconsistent therewith in connection with any Tax Return, refund claim, litigation or otherwise, unless and to the extent required to do so pursuant to applicable law. Seller and Buyer shall cooperate in the filing of any forms (including Form 8594) with respect to such allocation. Notwithstanding any other provision of this Agreement, this Section 12.5 shall survive any termination or expiration of this A g reement. ARTICLE 13

CONDITIONS PRECEDENT TO PERFORMANCE BY PARTIES 13.1 Conditions Precedent to Performance by Seller and Buyer . The respective obligat i ons of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver (other than the conditions contained in Sections 13.1(b) and (c) , the satisfaction of which cannot be waived), on or prior to the Closing Date, of the followi ng conditions:

(a) Bankruptcy Matters . The Bankruptcy Court shall have entered the Sale Order no la ter than January 20, 2011 and it shall have become a Final Order.{FT74 1 494;10} 36 (b) Regulatory Approvals . The Regulatory Approvals on Schedule 13.1(b) shall ha ve been obtained and requisite notice shall have been provided by Buyer to relevant Government authorities.

(c) DOT and FAA Approvals . Buyer shall have received: (1) the written approval o f the transfer to Buyer of the DOT Certificates by the DOT; and (2) a new or amended FAA Certificate issued by the FAA, without any condition or limitations that Buyer determines, in its reasonable good faith judgment, to be adverse to the Certificates as Buyer contemplates they will be used in its business after Closing (which shall be consistent with Seller's operations prior to Closing, taking into account its flight operations after Closing.

(d) No Order . No order, statute, rule, regulation, executive order, injunction, stay, de cree, directive, or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Government that would (i) prevent the consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, nor shall any such order, statute, rule, regulation, executive order, injunction, stay, decree, directive, or restraining order be in effect. No Action shall be pending before any Government or before any arbitral body wherein an unfavorable injunction, judgment, order, decree, ruling, directive or charge would (x) prevent consummation of any of the transactions contemplated by this Agreement or (y) cause any of the transactions contemplated by this Agreement to be rescinded following consummation. 13.2 Conditions Precedent to Performance by Seller . The obligations of Seller to consumma t e the transactions contemplated by this Agreement are subject to the satisfaction, on or before the Closing Date, of the following conditions, any one or more of which may be waived by Seller in its sole discretion:

(a) Representations and Warranties of Buyer

. All r e presentations and warranties made by Buyer in Article 7 of this Agreement shall be t rue and correct in all material respects on and as of the Closing Date as if again made by Buyer on and as of such date (or, if made as of a specific date, at and as of such date) (except for such representations and warranties which are qualified by “material” or “Material Adverse Effect”, which such representations and warranties shall be true and correct in all respects as so qualified), and Seller shall have received a certificate dated as of the Closing Date from Buyer to that effect. (b) Performance of the Obligations of Buyer . Buyer shall have performed in all m a terial respects all obligations required under this Agreement to be performed by it on or before the Closing Date (except with respect to the obligation to pay the Purchase Price in accordance with the terms of this Agreement, which obligation shall be performed in all respects as required under this Agreement), and Seller shall have received a certificate dated as of the Closing Date and signed by the President or a Vice President of Buyer to that effect.{FT74 1 494;10} 37 (c) Cure of Defaults . Buyer shall, on or prior to the Closing, have satisfied all Cure C l aims in connection with the assumptions of the Designated Contracts pursuant to Section 365 of the Bankruptcy Code.

(d) Buyer’s Deliveries . Buyer shall have delivered, and Seller shall have recei v ed, all of the items set forth in Section 5.3 of this Agreement. 13.3 Conditi ons Precedent to the Performance by Buyer . The obligations of Buyer to consumma t e the transactions contemplated by this Agreement are subject to the satisfaction, on or before the Closing Date, of the following conditions, any one or more of which may be waived by Buyer in its sole discretion:

(a) Representations and Warranties of Seller . The representations and warra nt ies made by Seller in of this Agreement shall be true and correct in all material respects when made, and except as otherwise provided herein, in each case as though made at and as of such time (or, if made as of a specific date, at and as of such date), except to the extent such failures to be true and correct do not constitute a Material Adverse Effect (except for representations and warranties which are qualified by “material” or “Material Adverse Effect”, which such representations and warranties shall be true and correct in all respects as so qualified), and Buyer shall have received a certificate dated the Closing Date from Seller to that effect. Notwithstanding the foregoing and any conflicting or inconsistent provisions in this Agreement, the Buyer agrees that the occurrence of a Material Adverse Effect after the execution of this Agreement and prior to Closing shall not allow Buyer to terminate this Agreement, and the absence of a Material Adverse Effect shall not be a condition precedent to Closing. Without limiting the generality of the foregoing, this condition precedent shall be satisfied in all respects at the Closing, notwithstanding the occurrence of an event or circumstance which occurs (i) after the date hereof, (ii) would constitute or contribute to a Material Adverse Effect, and (iii) would thereby otherwise cause this condition precedent not to be satisfied.

(b) Performance of the Obligations of Seller . Seller shall have performed in all r e spects all obligations required under this Agreement to be performed by it on or before the Closing Date and Buyer shall have received a certificate dated the Closing Date and signed by the President or a Vice President of Seller to that effect.

(c) Seller’s Deliveries . Seller shall have delivered, and Buyer shall have recei v ed, all of the items set forth in Section 5.2 of this Agreement.

(d) Perm i ts . The Buyer shall have received the Permits that are set forth on Schedule 13.3(d) , which are necessary for Buyer to take title to all of the Acquired Assets at Closing a nd thereafter to operate all aspects of the Business.

(e) Raytheon Aircraft . Buyer shall have purchased from RACC those aircraft liste d on S chedule 13.3(e) , in accordance with terms provided on Section 5.4

.

(f) Sche dul es . Seller shall have provided to Buyer within ____ days of the Agreeme nt Date the Disclosure Schedules to the Agreement, reasonably acceptable to Buyer.{FT74 1 494;10} 38 ARTICLE 14 TERMINATION AND EFFECT OF TERMINATION 14.1 Right of Termination . Notwithstanding anything to the contrary contained herein, this A g reement may be terminated only as provided in this Article. In the case of any such termination, the terminating party shall give notice to the other party specifying the provision pursuant to which the Agreement is being terminated. 14.2 Termination Without Default

. (a) This A greement may be terminated at any time before Closing: (i) by mutual written consent of Seller and Buyer; (ii) by Buyer, if a Sale Order has not been entered by the close of business on January 19, 2011;

(iii) by Buyer, anytime after April 30, 2011 (the “ Termination Date ”), if any condition contained in Sections 13.1 and 13.3 has not been satisfied or waived as of such t ime; provided , however , that Buyer shall not have the right to terminate this Agreem e nt under this Section 14.2(a)(iii) if Buyer’s failure to fulfill any of its obligations under thi s Agreement is the reason that the Closing has not occurred on or before said date; (iv) by either Buyer or Seller, immediately upon a Final Order (or similar written declaration) declaring this Agreement or the Transaction Documents invalid or unenforceable in any material respect or that prevents or materially delays the consummation of the transactions contemplated hereby or thereby (a “ Termination Order ”); provided , however , that neither Seller nor Buyer shall have the right to termi na te this Agreement pursuant to this Section 14.2(a)(iv) if such party or any of its Affil i ates has sought entry of, or has failed to use all commercially reasonable efforts to oppose entry of, such Termination Order;

(v) by Buyer, if there has been a material violation or breach by Seller of any representation, warranty or covenant contained in this Agreement which (A) has rendered the satisfaction of any condition to the obligations of Buyer set forth in Section 13.3 impossible, (B) has not been waived by Buyer and (C) Buyer is not in material breach o f this Agreement; or (vi) by Seller, if there has been a material violation or breach by Buyer of any representation, warranty or covenant contained in this Agreement which (A) has rendered the satisfaction of any condition to the obligations of Seller set forth in Section 13.2 impossible, (B) has not been waived by Seller and (C) Seller is not in material breach o f this Agreement. (b) If this Agreement is terminated pursuant to Section 14.2(a) , (i) this Agreeme nt shall become null and void and have no effect (other than this provision which shall survive termination) and (ii) except as set forth in Section 14.5 , none of Seller, Buyer or any of{FT74 1 494;10} 39

their respective Related Persons shall have any liability or obligation arising under or in connection with this Agreement. 14.3 Effect of Failure of Seller’s Conditions to Closing . Seller may terminate this Agreem e nt at any time after the Termination Date and before Closing if any condition contained in Section 13.2(a) has not been satisfied or waived by Seller as of such time; provided , however , that S e ller shall not have the right to terminate this Agreement under this Section 14.3 if Seller’s failur e to fulfill any of its obligations under this Agreement has been the reason that the Closing has not been consummated on or before such date. 14.4 Effect of Failure of Buyer’s Conditions to Closing . Buyer may terminate this Agreem e nt at any time after the Termination Date and before Closing if any condition contained in Section 13.3 has not been satisfied or waived as of such time; provided , however , that Buyer shall not have the right to terminate this Agreement under this Section 14.4 if Buyer’s failure to fulfil l any of its obligations under this Agreement has been the reason that the Closing has not been consummated on or before said date. If this Agreement is terminated pursuant to this Section 14.4 : (i) this Agreement shall become null and void and have no effect (other than this provision a nd which shall survive termination) and (ii) except as provided in this Section 14.5 , none of S e ller, Buyer or any of their respective Related Persons shall have any liability or obligation arising under or in connection with this Agreement. 14.5 Deposit

. (a) If t his Agreement is terminated pursuant to Sections 14.2(a)(i) , (ii) , (iii) , (iv) or (v) , the contemplated reduction in the DIP Loan in the amount of the Deposit shall become nul l and void and the full amount of the Deposit shall remain included in the amount owed under the DIP Loan.

(b) If this Agreement is terminated pursuant to 14.2(a)(vi), the first $765,000.00 of the outstanding obligations under the DIP Loan shall be waived, released and satisfied in favor of Seller.

(c) Buyer and Seller hereby acknowledge that the obligation to reduce the DIP Loan by the amount of the Deposit shall survive the termination of this Agreement and shall be paid pursuant to the terms herein. ARTICLE 15 MISCELLANEOUS 15.1 Successors and Assigns . Except as otherwise provided in this Agreement, no party he reto shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party hereto, and any such attempted assignment without such prior written consent shall be void and of no force and effect. This Agreement shall inure to the benefit of and shall be binding upon the successors and permitted assigns of the parties hereto. 15.2 Governing Law; Jurisdiction . This Agreement shall be construed, performed and enforced in accordance with, and governed by, the Laws of the State of Florida (without giving effect to the principles of conflicts of Laws thereof), except to the extent that the Laws of such{FT74 1 494;10} 40

State are superseded by the Bankruptcy Code; provided that the validity and enforceability of all conveyan c e documents or instruments executed and delivered pursuant to this Agreement insofar as they affect title to real property shall be governed by and construed in accordance with the Laws of the jurisdiction in which such property is located. For so long as Seller is subject to the jurisdiction of the Bankruptcy Court, the parties hereto irrevocably elect as the sole judicial forum for the adjudication of any matters arising under or in connection with the Agreement, and consent to the exclusive jurisdiction of, the Bankruptcy Court. 15.3 Survival of Representations and Warranties . None of the representations or warra nt ies of Seller or Buyer set forth in this Agreement shall survive the Closing. 15.4 Mutual Drafting . This Agreement is the result of the joint efforts of Buyer and Selle r , and each provision hereof has been subject to the mutual consultation, negotiation and agreement of the parties and there is to be no construction against either party based on any presumption of that party’s involvement in the drafting thereof. 15.5 Expenses . Except as otherwise provided in any Order of the Bankruptcy Court with r e spect to Buyer, each of the Parties shall pay its own expenses in connection with this Agreement and the transactions contemplated hereby, including any legal and accounting fees, whether or not the transactions contemplated hereby are consummated. 15.6 Severability . In the event that any part of this Agreement is declared by any court or other judicial or administrative body to be null, void or unenforceable, said provision shall survive to the extent it is not so declared, and all of the other provisions of this Agreement shall remain in full force and effect only if, after excluding the portion deemed to be unenforceable, the remaining terms shall provide for the consummation of the transactions contemplated hereby in substantially the same manner as originally set forth at the later of the date this Agreement was executed or last amended. 15.7 Notices . All notices, requests, demands and other communications under this Agreem e nt shall be in writing and shall be deemed to have been duly given: (a) on the date of service if served personally on the party to whom notice is to be given; (b) on the day of transmission if sent via facsimile transmission to the facsimile number given below, and telephonic confirmation of receipt is obtained promptly after completion of transmission; (c) on the day after delivery to FedEx or similar overnight courier or the Express Mail service maintained by the United States Postal Service or (d) on the fifth day after mailing, if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid and properly addressed, to the party as follows:

If to Seller: Gulfstream International Group, Inc. 3201 Griffin Road, 4 th Floor Fort Lauderdale, Florida 33312 Attention: David F. Hackett Facsimile: (954) 985-5245{FT7 4 1494;10} 41 Copy to: Berger Singerman, P.A. 350 E. Las Olas Boulevard, Suite 1000 Fort Lauderdale, FL 33301 Attention: Brian K. Gart, Esq. Facsimile: (954) 523-2872 If to Buyer:
VPAA Co. c/o Victory Park Capital Advisors, LLC 227 West Monroe Street, Ste. 3900 Chicago, IL 60606 Attention: Scott R. Zemnick, Esq. Facsimile: (312)701-0794 Copy to:
Akerman Senterfitt 350 East Las Olas Boulevard, Suite 1600 Fort Lauderdale, FL 33301 Attention: Eyal Berger, Esq. Facsimile: (954) 463-2224 Any party may change its address for the purpose of this Section 15.7 by giving the other party written notice of its new address in the manner set forth above. 15.8 Amendments; Waivers . This Agreement may be amended or modified, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by the parties hereto, or in the case of a waiver, by the party waiving compliance. Any waiver by any party of any condition, or of the breach of any provision, term, covenant, representation or warranty contained in this Agreement, in any one or more instances, shall not be deemed to be nor construed as a furthering or continuing waiver of any such condition, or of the breach of any other provision, term, covenant, representation or warranty of this Agreement. 15.9 Public Announcements . No party shall make any press release or public announcem e nt concerning the transactions contemplated by this Agreement without the prior written approval of the other parties, unless a press release or public announcement is required by Law or Order of the Bankruptcy Court. If any such announcement or other disclosure is required by Law or Order of the Bankruptcy Court, the disclosing party shall give the nondisclosing party or parties prior notice of, and an opportunity to comment on, the proposed disclosure. The parties acknowledge that Seller shall file this Agreement with the Bankruptcy Court in connection with obtaining the Sale Order.{FT74 1 494;10} 42

15.10 Entire Agreement . This Agreement, the Sale Order, any Schedules or Exhibits hereto a nd any other documents contemplated hereby and thereby contain the entire understanding among the parties hereto with respect to the transactions contemplated hereby and supersede and replace all prior and contemporaneous agreements and understandings, oral or written, with regard to such transactions. All Schedules hereto and any documents and instruments delivered pursuant to any provision hereof are expressly made a part of this Agreement as fully as though completely set forth herein. 15.11 Parties in Interest . Nothing in this Agreement is intended to confer any rights or remedi e s under or by reason of this Agreement on any Persons other than Seller and Buyer and their respective successors and permitted assigns. Nothing in this Agreement is intended to relieve or discharge the obligations or liability of any third Persons to Seller or Buyer. No provision of this Agreement shall give any third Persons any right of subrogation or action over or against Seller or Buyer. 15.12 Headings . The article and section headings in this Agreement are for reference purposes onl y and shall not affect the meaning or interpretation of this Agreement. 15.13 Construction . Unless the context of this Agreement otherwise requires, (i) words of any gender include the other gender, (ii) words using the singular or plural number also include the plural or singular number, respectively, (iii) the terms “hereof,” “herein,” “hereby,” and derivative or similar words refer to this entire Agreement as a whole and not to any other particular article, section or other subdivision, (iv) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” (v) “shall,” “will,” or “agrees” are mandatory, and “may” is permissive, and (vi) “or” is not exclusive. 15.14 Currency . Except where otherwise expressly provided, all amounts in this Agreem e nt are stated and shall be paid in United States currency. 15.15 Time of Essence . Time is of the essence of this Agreement. 15.16 Counterpa rts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute the same agreement. This Agreement and any signed agreement entered into in connection herewith or contemplated hereby, and any amendments hereto or thereto, to the extent signed and delivered by facsimile (or equivalent electronic transmission), shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. (Signatures are on the following page.){FT74 1 494;10} 43

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written. GULFSTREAM INTERNATIONAL GROUP, INC.

By: Name: Title :

GULFS T REAM INTERNATIONAL AIRLINES, INC.

By: Name: Title :

GULFS T REAM TRAINING ACADEMY, INC.

By: Name: Title :

GULFS T REAM CONNECTION, INC.

By: Name: Title :{FT7 4 1494;10} 44 GIA HOLDINGS CORP., INC.

By: Name : Titl e :

VPAA C O.

By: Name : Titl e :Exhibit C Gulfstream International Airways, Inc. Commuter Air Carrier Authority

(Please See Attached)Exhibit D VPAA Co. Certificate of Good Standing

(Please See Attached)Exhibit E Citizenship Affidavit

(Please See Attached)Exhibit F Resumes of Officers and Directors

(Please See Attached)

### DAVID F. HACKETT

Office 954.985.1500 ext 245 Email: dfhackett@gulfstreamair.com

PROFE S SIONAL EXPERIENCE GULFSTREAM INTERNATIONAL GROUP, INC . March, 2006 – Present President, Chief Executive Officer and Director Top executive for aviation company with two subsidiaries, a regional airline operating within Florida, the Bahamas and Cuba, as well as an advanced flight training academy for commercial airline pilots. Full P&L responsibility for both companies. The holding company was formed in March, 2006 and an Initial Public Offering of the company’s common stock was completed in late 2007. Acted as the principal contact and company representative for marketing and placement of securities. Positioned the company as the industry’s leading small-market niche operator. Led the negotiation and placement for three follow-on equity and debt placements during one of the most difficult periods in the history of the U.S. airline industry.

GULFSTREAM INTERNATIONAL AIRLINES June, 2007 – Present President, Chief Executive Officer and Director Hands-on executive with heavy involvement in strategic planning, scheduling, pricing, finance and operations. Leadership responsibility for over 700 employees. Navigated rapidly changing market conditions, which resulted in replacing over half of the company’s revenue sources during the last four years. Successfully orchestrated a major operational restructuring in 2008 to balance revenue and capacity with higher fuel costs and lower demand. Expanded the airline from its traditional Florida base to a new region surrounding Cleveland, Ohio, which turned profitable in its first month of operation. This base will also serve as an important source of long-term growth for the company. Tactical scheduling and pricing actions, along with extensive in-house development of revenue and traffic analytical tools, contributed to the airline achieving monopoly positions in over 60% of its routes. Negotiated a long-term extension of the company’s strategic alliance with Continental Airlines, as well as agreement enhancements with its other partners, United and Northwest Airlines. Overhauled the company’s operational processes and procedures to comply with new international standards equivalent to those adopted by the world’s largest carriers.DAVID F. HACKETT Page 2

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President and Chief Financial Officer June, 2003 – June, 2007 Led the turnaround of this regional airline, from a $6MM loss in 2002 to $1MM profit in 2003. Implemented a major restructuring plan within a 180-day time frame in 2003 that reduced costs, eliminated unprofitable markets and simultaneously increased revenues. From that point on, the company achieved five consecutive years of profitability. Completed a restructuring of the balance sheet that eliminated over $40 million in unsecured debt, while maintaining majority ownership for the company’s founder without requiring any new equity investment. This structure allowed the founder to sell his stake in 2006 for a substantial amount. Introduced a new comprehensive planning, forecasting and budgeting tool that closely aligned marketing decisions with their impact on overall profitability and departmental expenses. Initiated a formal process of new market profitability analysis that substantially increased the success rate of new market introductions. Nine new markets were introduced in the 2003 – 2006 time frame, with only one turning out unprofitable. Negotiated new credit terms from key vendors resulting in major working capital improvements, while aggressively managing available liquidity due to serious undercapitalization and significant business seasonality swings.DAVID F. HACKETT Page 3

__ _ ___________________________________________________________________________________ NEWGATE ASSOCIATES, LLC 2002 Independent Consultant – Independent financial and strategic consultant. Principal focus in transportation and tourism. Projects included assessment of financing alternatives for private entities, analysis of new business investment opportunities and air transportation/business restructuring advisor to the Bahamian government.

SHUTTLE AMERICA CORPORATION 1996 to 2001 President, Chief Executive Officer, and Director Founder and Chief Executive of a regional airline which successfully developed a unique niche within the U.S. airline industry, focusing on low-fare service to secondary markets in the northeastern United States. Guided company from concept creation through start-up financing, governmental certificationand business development, achieving annualized revenues in excess of $25 million within a twoyear period. Raised approximately $10MM in start-up venture capital from institutional investors. Achieved industry-segment leading low costs through the redesign of traditional airline operations into a simple, streamlined approach and the strategic use of new technology.DAVID F. HACKETT Page 4

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SAVOY CAPITAL, INC. 1991 to 1996 Managing Director - Houston, Texas (1993 to 1996) Vice President – (1991 to 1993) Key management person in this private equity firm, focusing on all facets of private and public debt, equity investments. Engaged in financial restructuring and advisory work for several private companies to allow them better access to the capital markets. Representative of Savoy as General Partner of a private equity fund focused on specialty food and restaurant companies. CONTINENTAL AIRLINES, INC. 1985 to 1991 Director, Financial Planning and Analysis (1989 to 1991) Manager, Capital Planning , (1987 to 1989) Financial Analyst (1985 – 1987)

THE BFGOODRICH COMPANY 1983 to 1985 Financial Career Development Program

EDUCA T ION Master of Business Administration , 1985 • Management • University of Houston , Clear Lake, Texas. Began MBA program at the Weatherhead School of Management , Case Western Reserve University , Cleveland, Ohio.
Bachelor of Science , 1983 • Accounting • Miami University , Oxford, Ohio

## M ATTHEW 

## R AY 55 East Erie Street, Unit 2505 · Chicag o, IL 60611 · ( 312) 533-0645 · mray@vpcadvisors.com E XPERIENCE V ICTORY P ARK C APITAL Chicago, IL Principal and Co-Founder 200 7 – Present

 Co-founder of alternative asset management firm, with 16 employees and three office locations, focused on providing direct debt and equity financing solutions to U.S.-based small cap, lower middle market and distressed companies with hedge fund, private equity fund, and SBIC fund offerings

 Primary architect of most aspects of firm-wide build out including investment analysis, documentation, and monitoring processes, portfolio company reporting requirements and other risk management tools, valuation policies and procedures, prime brokerage selection, trading processes and platforms, and legal and compliance

 Primarily responsible for originating, analyzing, structuring, executing, and risk managing portfolio investments

 Represent Victory Park Capital on several portfolio company board of directors

 Member of the Investment Committee for over 30 transactions accounting for approximately $540 million in invested capital A SCENT A VIATION S ERVICES C ORP. Tucson, AZ Chairman of the Board of Directors and Former Chief Executive Officer 200 9 – Present

 FAA and EASA certified Part 145 Repair Station providing maintenance, repair, overhaul, modification, transition, storage, and reclamation services to commercial transport aircraft operators, owners, and lessors Facilities encompass over 110,000 square feet of hangar, shop and secured consignment space on a 21-acre concrete ramp located at the Tucson International Airport

 Structured and executed a DIP financing, complex financial restructuring and §363 asset purchase in conjunction with a US Trustee and pursuant to a US Bankruptcy Court confirmed plan of reorganization which culminated in a change of control on November 9, 2009

 Interim CEO Assignment: design, implement and audit to corporate objectives that highlight continuous improvement, waste elimination, efficient production work flow, error preventative process design, visual management systems, employee involvement, fact-based decision making, quick response to customer changes, multi-skilled workers, 5S housekeeping, low capital investment and industry leading margins G LOBAL E MPLOYMENT S OLUTIONS, I NC. Denver, CO Chairman of the Board of Directors 200 9 – Present

 Human Resource Outsourcing company with approximately 200 employees and seven offices across the US

 Structured and executed a complex financial out of court take-private recapitalization in conjunction with management which culminated in a change of control on September 30, 2009

 Consummated the divestiture of Professional Employee Organization (PEO) division on July 15, 2010 to Madison Capital Partners

 Consummated two Professional Staffing acquisitions in August and December of 2010, respectively V ICTORY P ARK R ESOURCES C ORP. Austin, TX Chairman of the Board of Directors 200 8 – Present

 Oil and Gas exploration and production company with operating assets in New Mexico, Oklahoma, and Texas totaling more than 8m of proved barrel of oil equivalents

 Sourced, negotiated, and consummated platform acquisition and recruited current CEO and COO

 Consummated three incremental oil field acquisitions M AGNETAR C APITAL LLC Chicago, IL Senior Analyst 2005 –2006

 One of ten original employees (currently more than 250 employees and $5 billion AUM) contributing to one of the largest hedge fund launches in recent history ($1.7 billion)

 Assisted in many aspects of firm-wide build out including investment process and monitoring, risk management tools, valuation policies, prime brokerage and trading platforms, and legal and compliance

 Member of core team that built private investing business into a market leader

Originated, analyzed, structured, executed, and risk managed portfolio company investments

 Collaborated with Event Driven team to develop theme based and opportunistic investment thesis B ANC OF A MERICA S ECURITIES LLC New York, NY Associate – Hedge Fund Investors Group, Structured Investments 2004 – 2005

 Member of core front office team recruited to build market leading Structured Investments business Originated, structured, traded and risk managed hedge fund-linked derivatives and other leverage products

(approximately $7 billion hedge fund-linked derivative and loan book)

 Management sold Structured Investments business to Societe Generale in March 2005 SG C OWEN S ECURITIES C ORPORATION New York, NY Corporate and Investment Banking Associate – Media & Telecom Group 2003 – 2004

 One of two analysts in 2000 analyst class (42 people) promoted to associate

 Contributed to the initial and ongoing analysis of $2 billion leveraged corporate loan portfolio

 Contributed to the origination and execution of a global corporate and investment banking platform

 Trained group members on analytic fundamentals and methodology of financial modeling Corporate and Investment Banking Analyst – Media & Telecom Group 2001 – 2003

 Ranked first, based on year-end performance evaluations, two years of the analyst program

 Developed financial analysis proficiency building customized financial models Investment Banking Analyst – Technology Services Group (Chicago) 2000 – 2001

 Contributed to the origination and execution of a global investment banking practice

 Transferred to New York office prior to management terminating industry coverage group BMW C ONSTRUCTORS, I NC. Joliet , IL Summer Apprentice – Pipefitte r’s Local 597 Summers 1996 – 1998

 Financed university studies E DUCATION I NDIANA U NIVERSITY, K ELLEY S CHOOL OF B USINESS Bloom ington, IN Bachelo r of Science, Finance May 2 000 U NIVERSITY OF L ONDON London, England Indiana University Study Abroad Program Summer 1999 O THER

 Represent Victory Park Capital on Board of Directors of the Commercial Finance Association

 Member – Turnaround Management Association, American Bankruptcy InstituteRichard Levy 844 Kimballwood Lane Highland Park, IL 60035 Office (312) 701-0786 Fax (312) 701-0794 Mobile (847) 852-9372 Professional Experience

2010-Present

2007-Present

2005-2007 VPC SBA I, LLC CHICAGO, IL

Managing Partner

• Founder of asset management firm focused on providing in private debt financing solutions to small cap and middle market companies in the U.S.

• Primarily responsible for overall investment strategy and structuring, portfolio and risk management, strategic planning, and firm-wide management.

• Chairman of the Investment Committee. VICTORY PARK CAPITAL ADVISORS, LLC CHICAGO, IL Managing Partner

• Co-founder of $225 million asset management firm with 16 employees focused on providing in private debt financing solutions to small cap and middle market companies primarily in the U.S.

• Primarily responsible for overall investment strategy and structuring, portfolio and risk management, strategic planning, and firm-wide management.

• Chairman of the Investment Committee for over 30 transactions and $540 million in invested capital. MAGNETAR FINANCIAL, LLC EVANSTON, IL Portfolio Manager

• Responsible for the management of a group focused on making structured investment in credit and equity in small cap public and smaller private companies.

• Managed an investment team that completed over 50 transactions for middle market and small cap companies in excess of $1.5 billion in invested capital.

• Member of the firm’s Investment Committee

2002-2005 CRESTVIEW CAPITAL COLLATERALIZED DEBT FUND, LLC NORTHBROOK, IL

Partner

• Co-founder of an asset-management firm focused on making loans to and creating specialty lending vehicles for lower middle market companies private.

• Firm had approximately $600 million of assets under management when Mr. Levy sold his partnership interest in 2005.

1999-2005 CRESTVIEW CAPITAL FUNDS, LLC NORTHBROOK , IL

Partner

• Co-founder of an approximately $250 million fund focused on making private investment in small and micro cap public companies.

• Responsible for the due diligence, structuring and monitoring of over $500 million of invested capital and approximately 150 transactions.

1998-1999 CIRCLE GROUP INTERNET INVESTMENT BANK CHICAGO, IL

Managing Director Investment Banking

• Managed a team of analysts providing capital raise and merchant banking services to start up and venture backed private companies with less than $10,000,000 of revenue 1997-1998 ELECTRIC CITY CORPORATION ELK GROVE, IL

Chief Financial Officer

• Responsible for managing the day to day financial oversight of an Energy Management Company.

• Managed the process of taking the Company public.

• Led the Companies successful fundraising efforts that generated close to $15,000,000 in new capital 1995-1997 COMMODITIES FUTURES TRADING COMMISSION CHICAGO, IL

Intern in the Office of the Division of Enforcement

• Reviewed trading cards looking for errors including front running or time and sales mismatch.• Responsible for drafting briefs for Division counsel for prosecution of potential violations of the Act.

1993-1994 SG COWEN LONDON, UK

Trading Associate Junior trader of UK and South African fixed income products.

Education 1994-1997 CHICAGO KENT SCHOOL OF LAW CHICAGO, IL

Juris Doctorate and MBA Qualified to practice law in the State of Illinois August 2007 1990-1993 THE OHIO STATE UNIVERSITY COLUMBUS, OH

Bachelor of Arts Degree, 1993

### CHARLES J ASFOUR 240 East Illinois Street, Unit #2004, Chicago, IL 60611 • (312) 576–2099 • casfour@vpcadvisors.com PROFESSIONAL EXPERIENCE Victory Park Capital Advisors, LLC Chicago, IL I nvestment Professional July 2010 – Current

• Alternative asset management firm focused on providing direct debt and equity financing solutions to U.S. based small cap, lower middle market and distressed companies with hedge fund, private equity fund, and SBIC fund offerings

• Responsible for originating, evaluating and executing new investment opportunities across all funds in the transportation/aviation, consumer/retail, hea lthcare, and human capital services industries

• Responsible for the ongoing monitoring of select existing investments across the various funds Blackbird Management Group, LLC Chicago, IL F

ounding Partne r September 2008 – July 2010

• Founded a private investment firm in partnership with two CEO level operating executives to focus on investing in middle market niche manufacturing and business services companies with an operational approach to value creation

• Developed a value-based investment focus with an emphasis on undervalued companies and/or special situations

• Responsible for leading investment origination and evaluation, internal and third party due diligence, deal structuring, seller negotiations, debt/equity financing (and managi ng ongoing lender/investor relationships), and legal documentation

• Sourced over 75 opportunities in total with 4 opportunities under a signed letter of intent Code Hennessy & Simmons LLC Chicago, IL A ssocia t e – Investing from $1.3 billion CHS Private Equity V, LP July 2007 – September 2008

• Middle market private equity investment firm with $2.8 billion of capital under management across five investment vehicles

• Conducted detailed investment reviews with a focus on co mpany/industry fundamental analysis, led all financial modeling and valuation, wrote investment committee memoranda, conducted investment due diligence, coordinated third-party service providers, reviewed legal contracts, and arranged debt financing

• Collaborated with senior management of portfolio companies on strategic planning, operations management, capital raising, budgeting, reporting activities and evaluation of add-on acquisition candidates

• Key member of the investment team that led the firm’s i nvestment in Heartland Dental Care, Inc. (CHS’ largest and most complex investment completed to date at that time) J.P. Morgan Securities Inc. New York, NY I nvestment Banking, Financial Analyst – Mergers & Acquisitions June 2004 – June 2007

• Significant experience with various valuation methodologies, including: discounted cash flow analysis, comparable public company analysis, precedent transaction analysis, break-up valuations and liquidation valuations

• Extensive experience modeling leveraged buyouts, business co mbinations, accretion/dilution, divestiture alternatives, complex transaction structures and various other M&A/valuation related analyses Select transaction experience:

– $26 billion – Freeport-McMoRan Copper & Gold’s acquisition of Phelps Dodge Corporation

– $12 billion – Merger of equals in the wireless telecommunications industry

– $6 billion – Sale of Michaels Stores to Bain Capital and The Blackstone Group

– $2.7 billion – Sale of Reynolds & Reynolds to Universal Computer Systems

– $2 billion – Discovery Holding Company’s purchase of C ox Communications’ 25% stake in Discovery Communications

– $1.3 billion – Advised GenCorp in its defense against an unsolicited acquisition proposal from Steel Partners II LP

– $1.2 billion – Acquisition of a wireless tower portfolio

– $425 million

– Honeywell’s sale of Indalex Aluminum Solutions to Sun Capital Partners

– $400 million – Acquisition of a specialty pharmaceutical business

– $170 million – Sale of Rockwell Scientific to Teledyne Technologies EDUCATION Kelley School of Business, Indiana University Bloomington, IN B achelors of Science in Business: Majors in Finance & Accounting May 2004InterIsland Aviation Way Providenciales, Turks & Caicos BWI 649-331-3404 darrellatc@gmail.com 

# F. Darrell Richardson

Education University of Miami

 MBA International Business and Finance Cook Institute of Technology

 BSEE

Experience July 2010 – Present InterIsland Aviation Services Group Chief Executive Officer

 Currently serving as CEO of IIASG in Providenciales, Turks & Caicos Islands, BWI

 Responsible for five companies; Air Turks & Caicos, Provo Air Center, Flight Support Ltd, Caribbean Aviation Maintenance Services and Agency Services.

 Air Turks & Caicos is the National Flag Carrier of Turks & Caicos. In the last six months we have installed a new reservation system, developed a financial forecast model, increased pilot productivity by 17%, increased airline profits for the half by 100% year over year, increased on-time performance to 95% within fifteen minutes, developed a route profitability analysis, developed a new route plan to restructure the airline from a point to point to a more traditional feeder type airline, developed a new business plan to expand the airline into additional routes in the Caribbean, developed new partnerships with travel agencies in the Dominican Republic and San Juan, completed a detail evaluation of adding jet aircraft to the fleet and opened discussions with two US major airlines discussing code share agreements.

 Provo Air Center is a FBO based at PLS Airport and also provides fuel to the corporate customers as well as the airlines servicing PLS. In the last six months we developed a new financial forecasting model and increased sales and profits that exceeded goal by 29%.

 Flight Services provides both above and below wing ground handling at PLS for Delta, Continental, Jet Blue, US Air, West Jet, Air Canada, British Airways, Bahamas Air, Sky Bahamas and all charter airlines. Restructured the management staff and retrained the ticket counter employees, passed four major customer audits with zero findings, profit was up over 400%. Negotiated contracts to add Continental Airlines and Jet Blue Airlines starting in February 2011.

 CAMS is an OTAR 145 maintenance repair center for the airline and on call maintenance in PLS for all the above airlines. Restructured the management staff and increased productivity by 30%. Recruited new stores manager from the USA. Developed heavy check capability for the Air Turks & Caicos fleet. Agency Services operates all UPS operations in the Turks & Caicos. Negotiated a new contract with UPS to add international exports to our capability and increased payment amount by 25% per shipment.

March 2005 – July 2010 Consultant

 Provided international consultant services specializing in Aviation and Marketing Technology. Provided services to tour operators, travel agencies, hedge funds and corporate investors.

2000 – 2005 Pace Airlines, Inc. Winston Salem, NC President & CEO Member Board of Directors

 Increased fleet from four B737’s to seventeen B737’s & four B757’s.

 Established and implemented plan to focus the company on its guiding principals and corporate objectives to achieve operational efficiency and profitability.

 Obtained International authority for North Atlantic, Artic Ocean, Pacific Ocean, Near East, Caribbean, Mexico, South America and Europe / Mediterranean Sea including Russia. Received FAA approval for RVSM and MNPS and Area of Magnetic Unreliability.

 Received FAA approved Operation Specifications for out of the box ETOPS 180 mins.

 Completed over 10,000 charters to twenty-five different countries in 2004 while carrying over 750,000 passengers with a dispatch reliability of 99.6%.

 Operated contracts with fifteen (15) professional sports teams for transporting their teams. (NBA, NHL and MLB).

 Operated contracts with over forty (40) collegiate sports teams for transporting their teams.

 Operated six large jet aircraft under contract to Vacation Express from six United States cities to Cancun and several Caribbean destinations.

 Operated a B757 under contract with Travel Span between New York and Trinidad.

 Operated six large jet aircraft under contract to Hooters Air.

 Purchased and implemented new financial (Great Plains) and dispatch systems.

 Established in-house FAA approved pilot & flight attendant training programs for the B737 & B757 aircraft.

 Developed heavy maintenance capabilities for both B737 & B757 up through major structural checks.

 Past member of Presidents Council for the Regional Airline Association & past member of Board of Directors for the National Air Carrier Association.Pace Airlines was owned by Piedmont Hawthorne Aviation until near the end of 2002. It was sold to the Chairman of Hooter of America. From 2000 – 2002 Mr. Richardson served as Executive Vice President of PHA and President and CEO of Pace. After the sale of Pace, Mr. Richardson continued on as President and CEO of Pace until March 2005. 2000–2002 Piedmont Hawthorne Aviation Winston Salem, NC Executive Vice President - Chief Operating Officer

 Recruited to troubleshoot and fix several departments in the Company. Responsibilities included a wide range of assignments.

 Rebuilt the MRO (Maintenance Repair & Overhaul) Division to produce record profits.

 Obtained appointment of the APU Overhaul and Repair Division by Honeywell as an authorized service center.

 Obtained appointment of the APU Overhaul and Repair Division by Fokker Aircraft Services as an authorized warranty and support center.

 Obtained major contracts from Continental and Delta Airlines for APU repair and support.

 Obtained appointment of the Landing Gear Division by BAE as an authorized warranty and support center for their regional aircraft.

 Obtained appointment of the Propeller Shop Division by BAE as an authorized warranty and support center for their regional aircraft.

 Obtained appointment of the Airframe Facility as an authorized service center by Embraer and Saab aircraft for the EMB 120, ERJ 135, ERJ 145, S340 and S2000 aircraft.

 Negotiated with underwriters in New York, Atlanta, Paris, London and Zurich to reduce annual insurance costs.

 Grew the Charter Division to record profits. The smaller Part 135 group grew to thirty-five (35) aircraft while the Part 121 group (Pace Airlines) grew to twenty-one (21) large B737 and B757 aircraft.

 Member of the negotiation team for the purchase of Associated Air Center located in Dallas and then serviced on the Board of Directors. AAC was a Boeing BBJ interior completion center.

 PHA grew to the second largest FBO in the world with thirty-six (36) locations.

1995–2000 Mesaba Airlines (NW Airlink) Minneapolis, MN Chief Operating Officer

 As COO and member of the executive team, lead a financial turn around that increased the market cap from $90 million to over $600 million.

 Lead major fleet renewal program that increased fleet size from 53 aircraft to 110 aircraft in 3 years. Fleet operated consisted of seventy-four (74) Saab 340A & B aircraft and thirty-six (36) RJ85 aircraft.

 Regional Airline of the Year for 1998.

 Recruited and staffed airline with new operations management team.

 Created new consolidated training academy.

 Annual profits soared from $2M to over $30M.1993–1995 Phoenix Airlines Services Atlanta, GA Senior Vice President

 Managed operations of three different airlines Express I in Memphis, Express II in Minneapolis and Chicago Express in Chicago. Express I & II operated for Northwest Airlines and Chicago Express was an independent. All three were scheduled Part 121 airlines.

 Lead company through several major FAA inspections.

 Completed merger of Express I and II.

 Fleet operated was the Saab 340 and J31 aircraft.

1991–1993 United Aerodynamics Corp Denver, CO President & CEO

 Established maintenance support center for the Embraer EMB 120 and CASA C212 aircraft.

 Established a marketing division covering twelve countries specializing in support for South America and all of the Caribbean.

 Developed top line customer support program.

1987–1991 Continental Airlines (Express) Houston, TX Sr. Director Technical Operations

 Completed merger of Britt Airlines, Bar Harbor and Rock Mountain into one airline forming Continental Express.

 Standardized all technical operations into one common culture.

 Active in aircraft renewal program adding two new types of aircraft.

 Fleet operated was EMB 120, ATR 42, DHC 6, DHC 7, Beech 1900 and Beech 99 aircraft.

 Served as Chairman of the Maintenance Review Board (MRB) for DHC 7 aircraft.

 Served as Chairman of the airline Operators Conference for DHC 7 aircraft.

1984–1987 Piedmont Airlines Salisbury, MD. Vice President Maintenance & Engineering

 Completed fleet renewal program adding Dash 8 aircraft.

 Served as MRB member for Dash 8 program.

 Served as MRB Chairman for Dash 7 program.

 Lead company through FAA Part 121 certification.

 Fleet operated was the DHC 8, DHC 7, S330 and B99 aircraft.1981–1984 Air Florida Miami, FL. Director Engineering

 Established new engineering department consisting of Avionics, Systems, Structures and Power Plant.

 Completed aircraft renewal program placing two new fleet types into service.

 Fleet operated was the B737, B727, DC9 and DC10 aircraft.

1968–1981 Piedmont Airlines Winston-Salem, NC. Various Positions in Technical Operations

 Lead fleet standardization program for avionics for B737 fleet.

 Member of fleet renewal team that lead the B737 program to the largest fleet in the world.

 Developed avionics engineering program to support all of technical operations.

 Fleet operated was the B727, B737, YS11A, FH 227 and M404.

Licenses Certifications

 Federal Aviation Administration - A & P (Airframe & Power Plant).

 Federal Communication Commission – Radio Telephone.Exhibit G Personnel Organizational Chart

(Please See Attached)VPAA Co.“Gulfstream International Airlines”Organization ChartDavid HackettPresident/CEOCraig AttellVP of SafetyWayne ModnyVP QualityAssuranceCFO - VacantYudesh GosineIT ManagementLeo KrupilisSr. VP MaintenanceTimothy MurphyDirector ofMaintenanceLeon KnightVP of QualityControlPhil LefevreVP FlightOperations/DOOChristopher EastonChief PilotJoel CortezDirector ofCustomer ServiceGulfstreamTrainingAcademyLegal - VacantMickey BowmanVP CorporateDevelopmentAndy ShinVP MarketPlanningPete TaggartVP SOCCFAR Part 119 Key PersonnelDarrell RichardsonChief Restructuring OfficerVPAACo.InvestmentOrganizationStructureGeneralPartner(JacobCapitalLLC,MatthewRay,BrendanCarroll)AllU.S.CitizensFundIIFundIVPAACo.Board ofDirectors(ChairmanMatthewRay,JacobCapitalLLC,CharlesAsfour)AllU.S.CitizensControlsall investmentdecisionsofFund IandFund IIC#13389VictoryParkCreditOpportunities,L.P.DelawareL.P.(“FundI”)FundIGeneralPartner–VictoryParkGPLLCDelawareLLCJacobCapitalLLCBrendanCarrollMatthewRay(AllU.S.Citizens)LimitedPartnersControloverallinvestmentdecisionsof FundINocontroloverinvestmentdecisionsof FundINote:AllinvestorsareU.S.citizens.DC#13389

## V i c t o r y P a r k Cr e di t O ppo r t uni t i e s F und, L . P . I nv e s t o r s

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(Please See Attached)Phili p S. Le Fevre 3175 NE 184 St, #3301 Aventura, FL 33160 (305) 495-1982 plefev@gulfstreamair.com Objective
FAA Certificates and Ratings Airline Transport Pilot License, Airplane Multi Engine Land, Commercial Privileges Airplane Single Engine Land BE-1900 Type Rating, EMB-120 Type Rating First Class Medical with First Class Privileges United States Passport Restricted Radiotelephone Operator Permit English Proficient Education Flight Safety Academy, Vero Beach FL. (Private, Commercial, Multiengine and Instrument) Course completed 08/92. International School of Kenya, High School Diploma, May 1991

Flight Times (estimated) Total: 8000 Hours PIC: 6650 Hours Instrument Actual: 900 Hours PIC Part 121: 6300 Hours Turbine: 6926 Hours SIC: 1260 Hours Night: 1726 Hours Single Engine: 177 Hours Cross Country: 7114Hours Multi Engine: 7823 Hours Work Experience Gulfstream International Airlines 01/1996 – present Gulfstream International Airlines, Ft. Lauderdale, Florida. VP of Flight Operations/Director of Operations, VP of Training and Flight Standards, FAA Aircrew Program Designee (BE-1900 and EMB-120), Proficiency Check Airman (BE-1900 and EMB-120), Line Check Airman (BE-1900 and EMB-120), Ground, Simulator, Flight Instructor, Pilot in Command, Part 121 scheduled passenger operations based in Florida, Pennsylvania, Ohio and New York. Flight International 08/92-08/93 Flight International, Newport News Virginia. First Officer, Pilot in Command, Second in Command MU-2 J/K/L. Part 135 Unscheduled Passenger Charter operator, U.S Department of Defense contracts. Gulfstream International Airlines 05/92-08/92 Gulfstream International Airlines, Miami, Florida. Second in command CE-402 B/C. Part 135 scheduled passenger operations Florida, Bahamas, and HaitiReferences

Available upon request

### Timoth y S. Murphy 1301 SW 21LN Boca Raton, FL 33486 Phone: 561-866-8175 murfap@aol.com

_______ ___________________________________________________________________

CAREE R

OBJECTIVE Employm e nt where I can utilize and expand my managerial and technical skills in the field of aerospace mechanics.
EXPERIENCE
D IRECT O R OF M AINTENANCE G ULFSTREAM I NTERNATIONAL A IRLINES / C ONTINENTAL C ONNECTION Fort Lauderdale, FL 12/2010- Present

• Supervise Maintenance Manager, Maintenance Planner, Engine Manager and Supervisors

• Responsible for the continuous maintenance and constant airworthiness of the GIA fleet. Implement programs necessary to ensure the above requirements are met and that those regulatory and GIA requirements are satisfied. Responsible for the establishment and implementation of all maintenance policies and procedures for GIA as they apply to all regions of the airline. Also responsible for monitoring compliance with these policies and procedures as well as taking that action necessary to correct any discrepancies noted in compliance with them.

• Recommends changes to maintenance policies and prcedures to the DQC.

• Responsible to GIA and the work force I manage and maintain the facility, ground equipment and all other GIA resources in a safe condition.

• Review and recommend Short Term Escalation requests

• Maintain Maintenance Planning Policies and Procedures, Maintenance Control Policies and Procedures, Facility Safety Polices and Procedures and Assignment of outstation maintenance

• Responsible for evaluating and authorizing special flight permits.

P RODUCTION M ANAGER G ULFSTREAM I NTERNATIONAL A IRLINES / C ONTINENTAL C ONNECTION Fort Lauderdale, FL 03/2010-12/2010

• Report to the Director of Maintenance for efficient and economical performance of all assigned maintenance personnel. Notify DOM and appropriate personnel of any discrepancy, condition or irregularity that affects the airworthiness of the GIA fleet and assume the DOM authorities and responsibilities during his absence.

• Manage all aircraft maintenance activities/functions and to ensure all maintenance is performed IAW GIA and regulatory requirements and to ensure discipline, efficient utilization of assigned personnel, quantity and quality of production. Coordinate with Planning and Quality Control as necessary.

• Responsible for condition of facility, shops and serviceability of maintenance support equipment.

• Establish work schedules adequately to meet the required production schedule and ensure safety and well being of work force.• Assume responsibilities affectively recommending the hiring and firing of employees,

promotions and disciplining assigned personnel.
S ENIOR TECHNICIAN : G ENERAL DYNAMICS AVIATION SERVICES Westfield, MA 08/2009 – 03/2010

• Perform routine scheduled maintenance and inspections. 1. G200, G150, Astra, Falcon 900 & 2000, Gulfstream IV, V, 450 & 550

• Perform duties of Mechanical Team Lead when asked.

• Train Tech 1 & 2 level mechanics

• Travel when requested for AOG aircraft.

M AINTENANCE M ANAGER : G ULFSTREAM I NTERNATIONAL A IRLINES / C ONTINENTAL C ONNECTION West Palm Beach, FL 07/2006 – 08/2009

• Oversee daily operation of PBI Line Station. 1. Manage 8 to 15 mechanics 2. Manual revisions (books and computers). 3. Maintain parts room, restocking and shelf life.

• Responsible for Navy contract operation.

• Airworthiness Release and Parts Receiving/RII Inspector

• Conduct training on aircraft and aircraft systems (Beech 1900, EMB 120).

• Travel when requested for AOG aircraft.

• Engine run/taxi qualified on multiple aircraft (Beech 1900, EMB 120).

• Company representative for outsourced inspections: 1. Approve initial inspection squawks. 2. Perform Inspector duties. 3. Teach company Indoctrination class.

M AINTENANCE P RODUCTION S UPERVISOR ( DAY & NIGHT SHIFT ): G ULFSTREAM I NTERNATIONAL A IRLINES / C ONTINENTAL C ONNECTION Fort Lauderdale, FL 08/2003 – 07 /2006

• Supervise maintenance staff (20 to 30 mechanics) and assign daily/nightly work scope.

• Perform duties of Maintenance Control/Planning.

• Coordinate with dispatch for aircraft maintenance ready times.

• Travel when requested for AOG aircraft and perform inspector duties.

• Engine run/taxi qualified on multiple aircraft (Beech 1900, EMB 120).

L EAD MECHANIC : G ULFSTREAM I NTERNATIONAL A IRLINES / C ONTINENTAL C ONNECTION Fort Lauderdale, FL 09/2001 – 08 /2003

• Oversee crew (5 to 8 mechanics) on nightly heavy inspections.

• Perform various nightly inspections unsupervised.

• Sheet metal repairs.

• Provide training to mechanics on routine and non-routine maintenance.

• Travel when requested for AOG aircraft and perform inspector duties.

• Engine run/taxi qualified on multiple aircraft (Beech 1900, Dash 6 and 7).M ECHANIC :

G ULFSTREAM I NTERNATIONAL A IRLINES / C ONTINENTAL C ONNECTION Fort Lauderdale, FL 03/1999 – 09 /2001

• Perform aircraft maintenance as instructed by Supervisor and Lead Mechanic.

• Work with a team or alone performing various inspections, routine/non-routine maintenance.

• Sheet metal repairs.

• Engine run/taxi qualified on multiple aircraft (Beech 1900, Dash 7)

• Travel when requested for AOG aircraft.
EDUCATION

• Avia t ion Institute of BCC FAA Airframe & Powerplant License 1999

• Boca Raton Community High School High School Diploma 1993

• Pratt & Whitney Heavy Maintenance PT6-60 Series Engines Certificate

• EMB-120 Familiarization Course.

• Beechcraft 1900 B/C/D Familiarization Class

• Flight Safety G200 Maintenance Initial References available upon request

# Christophe r J. Eason 4705 SW Thirty Fourth Terrace Fort Lauderdale, FL 33312 Mobile: 954 817-0134

CERTIFICATES AND RATINGS:

FLIGHT TIME: TOTAL 13,400
PIC 11,500 PIC Turbine 10,30 0 SIC Turbine 1,200 Turbine > 12,500 lbs. 11,500

W O RK EXPERIENCE:

1992 to Present Gulfstream International Airlines d/b/a Continental Connection

Ft Lauderdale, FL System Chief Pilot and Director of Line Flying, Line Checkairman, Pilot-inCommand, Second-in-Command, BE1900D, E120, FAR Part 121 operations in Florida, Cleveland, and Bahamas

EDUCA T ION: 1979 to 1983 Florida Institute of Technology, Melbourne, FL Bachelor of Science Degree, Aviation Management Associate of Science Degree, Flight Technology

Airline Transport Pilot BE-1900, EMB-120 Commercial Privileges: Airplane Single Engine Land FCC Restricted Radiotelephone Operator Permit FAA First Class Medical Certificate: Issued with no limitations

1990 to 1992 Pan Am Express, Fort Myers, FL

Custom e r Service Manager, Supervisor of ground operations at regional southwest airport.

1982 to 1987 Peoples Express/Continental Airlines, Newark, NJ

Lead a ircraft Dispatcher.

# Leon K night 9711 N. W. 20 th Pl Sunrise Fl, 33322 Home 954-742-7642 Cell 954-600-0129 pryaardie@comcast.net

Objec t ive _____________________________________________________________
To obtain a

pos ition that would allow me to utilize my education and experience to help move the company forward, by achieving set goals and solving diverse and unique challenges that are present in the industry at this time.

Qualification Highlights___________________________________________________

• Cert i ficated A & P

• 4 years at Embry Riddle Aeronautical University ( AMM degree ).

• 22 years in the aviation industry.

• Skilled electrical troubleshooter

• Pratt & Whitney PT6 heavy maintenance training

Employment History______________________________________________________ Gulfs t ream International Airlines Inc. Ft. Lauderdale Fl Director of Quality Control Sept 2008 - Present Ensures that maintenance, preventive maintenance, repairs, alterations, and overhaul of company aircrafts and their components are performed within the guidelines and operating times of current FAA Regulations, Operating Specifications, Company Manuals, AD Programs, and all Manufacturers Manuals. I also ensure that all GIA maintenance manuals are in a constant state of compliance and that they interface properly with each department. I m also responsible for the following; the entire Records Department, the Training Department and all training program and files, Training of Inspectors and RII’S, Parts Receiving Inspectors, the AD Control program, and the Regulatory reports. I am also the company liaison for the FAA.

Gulfstream International Airlines Inc. Ft. Lauderdale Fl Director of Maintenance Feb 2002 – Sept 2008 Oversaw employment and termination of maintenance employees. Verified schedules and payroll information for maintenance department. In charge of Production Manager, Supervisors, Mechanics, parts acquisition, scheduled aircraft maintenance and all line outstations. Involved in training of maintenance personnel and auditing of trainingrecords. Received and documented engine status. In charge of maintenance facility and

audits. Gulfstream International Airlines Inc. Ft. Lauderdale Fl Production Manager Mar. 2001- Feb 2002 Assisted Director of Maintenance with all aspects of his job. Scheduling, payroll, vacations, training and supervision of mechanics. Distributed work scope to maintenance supervisors. Gulfstream International Airlines Inc. Ft. Lauderdale Fl Supervisor Sept 1999- Mar 2001 Assigned mechanics on the floor their daily task. Coordinated with Mx control to get aircrafts released in order to meet flight schedule. Work structural aircraft in the hangar. Trained mechanics as to how to do the job as assigned. In charge of hangar clean up.
Paradise Island Airlines Ft. Lauderdale Fl Inspector Jan 1998- Sept 1999 Verified that the paperwork, and the work accomplished on the aircrafts, was complied with according to safety standards of both the company and the FAA.
Paradise Island Airlines Ft. Lauderdale Fl Mechanic Dec 1996- Sept 1999 Performed all work related to the maintenance on the DHC-7 aircraft assigned to me. That was from a line check to structural inspections as well as prop and engine changes. References available upon request.

### Craig P. Attell 5521 Lakeside Dr Apt 103 Margate FL 33063 (954) 494

- 3541 email: craig900@gmail.com

CERTIFICATES Airline Transport Pilot: Airplane Multiengine Land, BE

- 1900 AND RATINGS: EMB

- 120, LR

- JET Commercial Privileges: Airplane Single Engine Land FCC Restricted Radiotelephone Operator Permit FAA First Class Medical Certificate: Issued with no limitations FLIGHT TIME: TOTAL 12,861

PIC 11,865 Turbine > 12,500 lbs. 9,778 Night 3,933 PIC Turbine 8,891 MTOW > 20,000 lbs. 1,436 Cross Country 9,834 SIC Turbine 776 Multiengine Land 10,575 Tail Wheel 1,321 Instructor 2,286 Actual Instrument 2,091 Last 6 Months 178 Turbofan/Jet and Turboprop Experience
PIC Turbofan 613 Total PIC Turbofan/Jet 813 PIC Turbojet 161 Total SIC Turbofan/Jet 39 SIC Turbofan 25 PIC Turboprop 8116 SIC Turbojet 14 SIC Turboprop 736 WORK EXPERIENCE: 10/08 to Present Gulfstream Intl Airlines d/b/a Continental Connection, Ft Lauderdale, FL VP

- Director of Safety, FAR 119.65 Director of Safety 10/06 to 10/08 Gulfstream Intl Airlines d/b/a Continental Connection, Ft Lauderdale, FL Aircrew Program Designee, Proficiency Check Airman, Line Check Airman, Flight and Ground Instructor, Pilot

- in

- Command, Second

- in

- Command, BE

- 1900D 06/06 to 10/08 Ventura Air Services, Farmingdale, NY FAR Part 135 Pilot LR

- 25/ 35/ 55 04/06 to 06/06 NetJets, Columbus, OH FAR Part 91K, 135 06/96 to 04/06 Gulfstream Intl Airlines d/b/a Continental Connection, Ft Lauderdale, FL Aircrew Program Designee, Proficiency Check Airman, Line Check Airman, Flight and Ground Instructor, Pilot

- in

- Command, Second

- in

- Command, BE

- 1900 B/C/D, Second

- in

Command SD

- 360, Pilot

- in

- Command EMB

- 120. Part 121 Scheduled passenger operations in Florida and the Bahamas. EDUCATION: Bachelor of Business Administration, in Accounting, August 1984 Hofstra University, Hempstead, NY, 11549

- 1000 ( 1- 516

- 463

- 6600)Exhibit I Fleet Description

(Please See Attached)Serial NumberRegistration NumberPax/CombiModel YearEng #1 GG SNEng #1 PS SNEng #2 GG SNEng #2 PS SNOwned/LeasedUE-137N81533combi1995PCE-PS0029PS-PS0005PCE-PS0015PS-PS0248OwnedUE-147N81535combi1995PCE PS0130PS-114400PCE-114228PS-PS0121OwnedUE-152N81536pax1995PCE114096PS-PS0004PCE-114411PS-114475OwnedUE-158N38537combi1995PCE-PS0122PS-114383PCE-114246PS-PS0096OwnedUE-168N82539combi1995PCE-0005PS-PS0041PCE-114399PS-114408OwnedUE-172N16540pax1995PCE-114378PS-PS0130PCE-PS0023PS-114185OwnedUE-181N49543pax1995PCE-114341PS114010PCE-PS0248PS-114366OwnedUE-185N53545pax1995PCE-114405PS-PS0015PCE-114475PS-114434OwnedUE-187N81546combi1995PCE-PS0041PS-114432PCE-PS0070PS-114405OwnedUE-189N69547pax1995PCE-PS0043PS-114422PCE-PS0179PS-PS0195OwnedUE-194N69549pax1995PCE-114455PS-114319PCE-PS0139PS-PS0071OwnedUE-198N47542combi1995PCE-PS0004PS-PS0023PCE-PS0333PS-114068OwnedUE-199N81538pax1996PCE-114474PS-PS0179PCE-114408PS-114148OwnedUE-203N17541pax1996PCE-PS0044PS-PS0333PCE-114422PS-PS0058OwnedUE-205N87550pax 1996PCE-PS0162off wingPS-PS0162off wingPCE-114436off wingPS-114329 offwingOwnedUE-206N87551pax1996PCE-PS0138PS-PS0070PCE-114413PS-114439OwnedUE-216N87552combi1996PCE-PS0195PS-114455PCE-114407PS-PS0029OwnedUE-227N87554pax 1996PCE-PS0016off wing**PS-PS0122off wing**PCE-114366 PS-114246 OwnedUE-234N87555combi1996PCE-114148PS-PS0139PCE-114331PS-114440OwnedUE-239N81556pax1996PCE-114161PS-PS0043PCE-114446PS-114413OwnedUE-246N87557pax1996PCE-PS0180PS-114161PCE-PS0121PS114071OwnedExhibit J Affidavit of Safety Compliance

(Please See Attached) Joint Application of Gulfstream International Group, Inc. and VPAA Co. for Transfer of Commuter Air Carrier Authority Page 184 (Exhibits)Exhibit K Forecast Balance Sheet and Forecast Income Sheet

(Please See Attached)

### New GIA Pre-Operating Costs [DRAFT as of March 2011] Pre-Operating Costs Total Gr oss A ircraft Purchase Price 18,700,000 $ Less: Aircraft Purchase Price Credits (882,000) Repaym ent of VPC DIP Loan 3,150,000 Paymen t to Shelter Island Opportunity Fund 1,825,000 Payme n t to Unsecured Creditors Committee 600,000 Paymen t of Professional Fees 250,000 Total 23,643,000 $ Funds currently in Escrow for Aircraft Purchase Price 18,700,000 $ Remaining Pre-Operating Funds Required 4,943,000 $

Note: The information contained herein is in draft form and subject to further review and change. There are a number of estimates and assumptions underlying the information contained herein that are inherently subject to significant legal, economic, competitive and operational uncertainties and contingencies beyond our control. There can be no assurance that actual results will not vary materially from the projected results presented herein. We make no representation or warranty, expressed or implied, as to the accuracy or completeness of the information contained herein, and nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to the past or the future. We expressly disclaim any and all liability for the contents of, or omissions from, the information contained herein.New GIA Year 1 Financials (Part 121 Scheduled Airline Operations)

[DRAFT as of March 2011] Year 1 Projected Income Statement Q1'11 Q 2'11 Q3'11 Q4'11 FY'11 Operati ng Revenue Passenger revenue 11,588,961 $ 11,396,105

$ 10,019,897

$ 10,044,978

$ 43,049,941

$ EAS revenue 1,888,513 4,066,749 5,166,358 5,166,358 16,287,978 Other operating revenues 592,790 613,336 471,180 462,913 2,140,218 Total Revenue 14,070,264 $ 16,076,189

$ 15,657,435

$ 15,674,250

$ 61,478,137

$ Operating Expenses Fuel & into-plane 2,996,333 $ 3,081,428

$ 3,282,941

$ 3,250,289

$ 12,610,991

$ Flight operations 1,733,795 1,693,187 1,804,083 1,775,909 7,006,974 Maintenance 4,105,203 3,763,391 3,890,518 3,872,387 15,631,499 Passenger service 3,314,697 2,955,641 2,997,253 2,980,087 12,247,678 Promotion & sales 734,529 784,888 757,729 752,494 3,029,639 General & administrative 629,259 553,459 555,147 554,260 2,292,126 Total Operating Expenses 13,513,816 $ 12,831,995

$ 13,287,671

$ 13,185,426

$ 52,818,907

$ % of revenue 96.0% 79.8% 84.9% 84.1% 85.9%
EBITDA 556,447 $ 3,244,194

$ 2,369,764

$ 2,488,824

$ 8,659,230

$ % Margin 4.0% 20.2% 15.1% 15.9% 14.1% Less: Depreciation & amortization (non-cash) 555,817 711,650 711,650 711,650 2,690,768 Operating Income 630 $ 2,532,544

$ 1,658,114

$ 1,777,174

$ 5,968,462

$ % Margin 0.0% 15.8% 10.6% 11.3% 9.7%

Year 1 Projected Balance Sheet Q1'11 Q2'11 Q3'11 Q4'11 FY'11 ASSETS : C ash and cash equivalents 942,624 $ 4,575,971

$ 6,657,664

$ 8,775,170

$ 8,775,170

$ Accounts receivable 2,813,964 3,219,042 2,662,801 3,311,476 3,311,476 Expendable parts and fuel 848,071 826,265 578,164 729,591 729,591 Prepaid expenses 930,533 906,607 634,382 800,533 800,533 Total Current Assets 5,535,192 $ 9,527,885

$ 10,533,011

$ 13,616,769

$ 13,616,769

$ Total Property and Equipment 21,077,183 21,078,033 21,078,882 20,924,232 20,924,232 Intangible assets 11,778,677 11,778,677 11,778,677 11,778,677 11,778,677 Other assets 1,185,000 1,185,000 1,185,000 1,185,000 1,185,000
Total Assets 39,576,052 $ 43,569,595

$ 44,575,571

$ 47,504,678

$ 47,504,678

$ LIABILITIES AND STOCKHOLDERS' EQUITY: Accounts payable and accrued expenses 8,263,671 $ 9,173,626

$ 8,680,491

$ 9,117,872

$ 9,117,872

$ Engine return liability 987,934 962,531 673,514 849,914 849,914 Air traffic liability 730,036 711,265 497,695 628,046 628,046 Deferred tuition revenue 581,327 541,773 350,439 418,268 418,268 Total Current Liabilities 10,562,967 $ 11,389,195

$ 10,202,139

$ 11,014,101

$ 11,014,101

$ VPC Capital / Stockholders Equity 29,013,085 32,180,400 34,373,432 36,490,577 36,490,577 Total Liabilities & Stockholders' Equity 39,576,052 $ 43,569,595

$ 44,575,571

$ 47,504,678

$ 47,504,678

$

Note: The information contained herein is in draft form and subject to further review and change. There are a number of estimates and assumptions underlying the information contained herein that are inherently subject to significant legal, economic, competitive and operational uncertainties and contingencies beyond our control. There can be no assurance that actual results will not vary materially from the projected results presented herein. We make no representation or warranty, expressed or implied, as to the accuracy or completeness of the information contained herein, and nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to the past or the future. We expressly disclaim any and all liability for the contents of, or omissions from, the information contained herein.Gulfstream Int'l Airlines, Inc. Income Statement February-11 Y ear-to-Date Fav ( Unfav) Variance Fav ( Unfav) Variance Feb-11 Feb-10 $ % Feb-11 Feb-10 $ % Operating Revenue Passen g er revenu e 4,036,412 $ 4,512,385 $ ( 475,973 ) $ -10.5% 8,010,528 $ 8,935,893 $ ( 925,365 ) $ -10.4% EAS revenu e 660,796 630,158 30,638 4.9% 1,359,418 1,334,848 24,570 $ 1.8% Charter 184,854 155,432 29,422 18.9% 362,213 327,891 34,322 10.5% Cuba charte r 1,225,880 947,584 278,296 29.4% 2,862,259 2,440,520 421,739 17.3% Other operatin g revenues 187,924 188,376 ( 452 ) -0.2% 448,630 418,716 29,914 7.1% Total Revenue 6,295,866 6,433,935 ( 138,069 ) -2.1% 13,043,048 13,457,868 ( 414,820 ) -3.1% Operating Expenses Fuel & into-plane 1,166,608 1,225,013 58,405 4.8% 2,412,759 2,519,917 107,158 4.3% A ircraft rent 559,000 475,000 ( 84,000 ) -17.7% 1,076,000 950,000 ( 126,000 ) -13.3% Fli g ht operations 762,404 796,265 33,861 4.3% 1,513,924 1,687,564 173,640 10.3% Wet-lease Cuba 471,000 386,198 ( 84,802 ) -22.0% 1,035,500 1,021,733 ( 13,767 ) -1.3% Maintenance 1,070,761 1,574,185 503,425 32.0% 2,145,325 3,216,318 1,070,993 33.3% Passen g er service 1,180,843 1,341,099 160,256 11.9% 2,521,289 2,792,324 271,036 9.7% Passen g er service - Cuba 540,422 389,864 ( 150,557 ) -38.6% 1,298,740 925,116 ( 373,623 ) -40.4% Promotion & sales 321,969 340,382 18,413 5.4% 695,305 758,643 63,338 8.3% General & administrative 202,080 323,667 121,586 37.6% 465,382 627,697 162,316 25.9% Depreciation & amortization 77,072 98,219 21,147 21.5% 154,741 196,806 42,064 21.4% ( Gain ) loss on asset sales

- ( 16,556 ) ( 16,556 )

- ( 16,556 ) ( 16,556 ) Total Operating Expenses 6,352,159 6,933,336 581,176 8.4% 13,318,964 14,679,562 1,360,598 9.3% Income (loss) from operations (56,293) (499,401) 443,108 (275,916) (1,221,694) 945,778
Interest and othe r ( 3,588 ) ( 14,070 ) 10,482 ( 26,078 ) ( 28,218 ) 2,140 Income (loss) before taxes ( 59,881 ) ( 513,471 ) 453,590 ( 301,994 ) ( 1,249,912 ) 947,918 Income tax provision

- - - - - - Net income (loss) (59,881) $ (513,471) $ 453,590 (301,994) (1,249,912) 947,918 EBITDA 20,779 $ (417,738) $ 447,699 $ (121,175) $ (1,041,444) $ 971,286 $ Operating Statistics:

Total Fli g ht Hours 2,259 3,115 ( 856 ) -27.5% 4,825 6,513 ( 1,688 ) -25.9% Scheduled Fli g ht Hours 2,120 3,146 ( 1,026 ) -32.6% 4,540 6,546 ( 2,006 ) -30.6% Scheduled Block Hours 2,706 3,961 ( 1,255 ) -31.7% 5,829 8,250 ( 2,421 ) -29.3% Ratio Flt Hrs to Bk Hrs 0.784 0.794 ( 0.011 ) -1.4% 0.779 0.793 ( 0.015 ) -1.8% A SM's 9,891,229 13,118,455 ( 3,227,226 ) -24.6% 20,941,724 27,280,447 ( 6,338,723 ) -23.2% RPM's 5,511,635 6,801,503 ( 1,289,868 ) -19.0% 10,966,003 13,532,389 ( 2,566,386 ) -19.0% Load Facto r 55.7% 51.8% 3.9% 7.5% 52.4% 49.6% 2.8% 5.6% Enplaned Passen g ers 25,622 31,009 ( 5,387 ) -17.4% 51,398 62,898 ( 11,500 ) -18.3% Departures 2,645 3,371 ( 726 ) -21.5% 5,639 7,065 ( 1,426 ) -20.2%
Fuel Cost Current 1,104,062 1,157,430 53,368 4.6% 2,281,912 2,430,328 148,416 6.1% Fuel Gallons Current 376,985 499,502 ( 122,517 ) -24.5% 804,974 1,035,870 ( 230,896 ) -22.3% Fuel Price ( incl taxes ) $2.93 $2.32 ( $0.61 ) -26.4% $2.83 $2.35 -$0.49 -20.8% Miles Flown in Schd Service 520,591 690,445 ( 169,854 ) -24.6% 1,102,196 1,435,813 ( 333,617 ) -23.2% A vera g e Sta g e Len g t h 197 205 ( 8 ) -3.9% 195 203 ( 8 ) -3.8% A vera g e Miles / Pa x 215 219 ( 4 ) -1.9% 213 215 ( 2 ) -0.8% A vera g e Far e 157.54 $ 145.52 12.02 $ 8.3% 155.85 $ 142.07 $ 13.78 $ 9.7% Yield per RPM 73.2 ¢ 66.3 ¢ 6.9 ¢ 10.4% 73.0 ¢ 66.0 ¢ 7.0 ¢ 10.6% Pax Rev / AS M 40.8 ¢ 34.4 ¢ 6.4 ¢ 18.6% 38.3 ¢ 32.8 ¢ 5.5 ¢ 16.8% Total Rev / ASM 63.7 ¢ 49.0 ¢ 14.6 ¢ 29.8% 62.3 ¢ 49.3 ¢ 13.0 ¢ 26.3% Operatin g Cost / ASM 54.0 ¢ 46.9 ¢ -7.1 ¢ -15.0% 52.5 ¢ 46.7 ¢ -5.8 ¢ -12.4% Fuel / ASM 11.8 ¢ 9.3 ¢ -2.5 ¢ -26.3% 11.5 ¢ 9.2 ¢ -2.3 ¢ -24.7% Operatin g Cost / ASM ( excl fuel ) 42.2 ¢ 37.6 ¢ -4.6 ¢ -12.2% 40.9 ¢ 37.4 ¢ -3.5 ¢ -9.3% Fli g ht Operations / ASM 7.7 ¢ 6.1 ¢ -1.6 ¢ -27.0% 7.2 ¢ 6.2 ¢ -1.0 ¢ -16.9% Maintenance / AS M 10.8 ¢ 12.0 ¢ 1.2 ¢ 9.8% 10.2 ¢ 11.8 ¢ 1.5 ¢ 13.1% Passen g er Service / AS M 11.9 ¢ 10.2 ¢ -1.7 ¢ -16.8% 12.0 ¢ 10.2 ¢ -1.8 ¢ -17.6% Reservations & Sales / AS M 3.3 ¢ 2.6 ¢ -0.7 ¢ -25.5% 3.3 ¢ 2.8 ¢ -0.5 ¢ -19.4% General & Administrative / ASM 2.0 ¢ 2.5 ¢ 0.4 ¢ 17.2% 2.2 ¢ 2.3 ¢ 0.1 ¢ 3.4% A

/C Rent, Deprec & Amort / ASM 0.8 ¢ 0.7 ¢ 0.0 ¢ -4.1% 0.7 ¢ 0.7 ¢ 0.0 ¢ -2.4%
Fli g ht Ops / Block Hour 281.76 $ 201.03 $ ( 80.72 ) $ -40.2% 259.73 $ 204.55 $ ( 55.17 ) $ -27.0% Maintenance / Block Hou r 395.71 $ 397.43 $ 1.72 $ 0.4% 368.05 $ 389.86 $ 21.81 $ 5.6% Passen g er Service / Departure 446.44 $ 397.83 $ ( 48.61 ) $ -12.2% 447.12 $ 395.23 $ ( 51.88 ) $ -13.1% Passen g er Service / Pa x 46.09 $ 43.25 $ ( 2.84 ) $ -6.6% 49.05 $ 44.39 $ ( 4.66 ) $ -10.5% Promotion & sales / Pa x 12.57 $ 10.98 $ ( 1.59 ) $ -14.5% 13.53 $ 12.06 $ ( 1.47 ) $ -12.2% Maintenance / Fli g ht Hou r 505.05 $ 500.31 $ ( 4.74 ) $ -0.9% 472.52 $ 491.33 $ 18.81 $ 3.8%February December Assets 2011 2010
Current Assets: Cash & Cash Equivalents 1,673,609 $ 2,263,292 $ Accounts Receivable 3,863,654 2,913,636 Inventory - Expendable Parts 979,600 909,242 Inventory - Fluids & Other 258,180 129,474 Prepaid Expenses 1,077,015 758,647 Other Current Assets

- -

Total Current Assets 7,852,058 6,974,290
Fixed Assets: Property & Equipment 5,161,380 5,184,184 Embraer Aircraft

- - Engine / Gear Overhaul

- - 5,161,380 5,184,184 Less accumulated depreciation (3,157,527) (3,117,157)

Total Property and Equipment 2,003,853 2,067,028 Intangible Assets / Goodwill Intangible Assets 2,536,496 2,579,519 Goodwill

- -

Total Intangible Assets / Goodwill 2,536,496 2,579,519
Other Assets: Deposits 670,035 665,050 Other Assets (7,083,155) (5,899,739)

Total Other Assets (6,413,120) (5,234,688) Total Assets 5,979,286 $ 6,386,148 $ Liabilities & Shareholders' Equity
Current Liabilities: Accounts Payable-Trade & Accrued Expenses 11,559,505 11,726,074 Accounts Payable-Restructured, Current Portion 2,368,427 2,368,427 Accrued Fuel 344,000 297,208 Income Tax Payable

- - Unearned Transportation Revenue 928,689 1,019,452 Notes Payable - Current Portion 563,700 563,700 Engine Return Liability, Current Portion 1,225,000 1,225,000 Other Current Liabilities 546,046 448,095

Total Current Liabilities 17,535,368 17,647,956 Long Term Liabilities: Note Payable-FAA Penalty 373,304 365,582 Accounts Payable-Restructured, Net of Current Portion 54,270 54,270 Engine Return Liability, Net of Current Portion

- - Other Long Term Liabilities

Total Long Term Liabilities 427,573 419,852 Total Liabilities 17,962,941 18,067,808 Shareholders' Equity: Common Stock A 26,217 26,217 Additional Paid In Capital 5,775,183 5,775,183 Retained Earnings (Deficit) (17,483,060) (13,490,431) Profit (loss) for period (301,994) (3,992,629)

Total Shareholders' Equity (11,983,654) (11,681,660) Total Liabilities & Shareholders' Equity 5,979,286 $ 6,386,148 $ Gulfstream Intl. Airlines, Inc. Balance Sheet February 28, 2011 and December 31, 2010Gulfstream Intl. Airlines, Inc.Statement of Cash FlowsFebruary, 2011Cash flows from operating activities:Jan-11YTDNet Income/(Loss)(59,881)(301,994)Adjustment to reconcile net income (loss) to net cashprovided by (used in) operating activites:Depreciation and amortization17,49040,370Deferred income tax provision--Amortization of resturcture costsChanges in current assets and liabilities:Decrease (increase) in accounts receivable(448,471)(950,019)Decrease (increase) in inventory - expendable parts(29,168)(70,359)Decrease (increase) in inventory - fluids and other(69,407)(128,706)Decrease (increase) inprepaid expenses37,166(318,368)Decrease (increase) in other assets741,1531,221,455Increase (decrease) in accounts payable(33,456)(166,569)Increase (decrease) in accrued expenses and other liabilities254,74761,701Net cash provided by (used in) operating activities410,172(612,488)Cash flows from investing activities:Acquisition of property and equipment8,16122,805Net cash provided/(used) by investing activities8,16122,805Cash flows from financing activities:Payments of long-term debt and obligations--Net cash provided/(used) in financing activities--Net Increase/(Decrease) in cash and cash equivalents418,333(589,683)Cash and cash equivalents, beginning of period1,255,2762,263,292Cash and cash equivalents, end of period1,673,6091,673,609Victory Park Capital Advisors, LLC

Statement of Financial Condition February 28, 2011

Assets

Cash 342,721 $ Accounts Receivable 6,018 Receivables due from Affiliated Parties 6,884,750 Intercompany Receivables 104,724 Prepaid Assets 46,264 Fixed Assets (net of depreciation) 387,031 Other Assets 72,921

Total Assets 7,844,429 $ Liabilities and Members' Capital
Accounts Payable & Accrued Expenses 2,786,108 $ Deferred Revenue 45,879 Total Liabilities 2,831,987
Members' Capital 5,012,442
Total liabilities and members' capital 7,844,429 $Exhibit L Financing Verification

(Please See Attached)

## This report does not constitute an offer, recommendation or solicitation. This report contains summary information about your account with Merrill Lynch and/or one or more of its affiliates ("Merrill Lynch"). This report does not purport to contain all of the information that you may desire or need concerning your account. It is provided as a convenience and for your information only. While the information contained herein is believed to be accurate, Merrill Lynch does not assume responsibility for the accuracy, completeness or timeliness of such information. Merrill Lynch accepts no liability for loss or damage that result directly or indirectly from reliance on the account data provided herein. Regarding accounts with U.S. registered broker-dealers, this is not an official statement or record of your account activity; your Merrill Lynch account statement remains such official record. Hierarchy Level:

Period: Run Date: Run Time:Run Time: Report Page: Pkg Page: Client: Fund: Account No: Account: CCY Base/Rpt: For Fund:Victory Park Master Fund Ltd.

31 Jan 2011 01 Feb 2011 3:59am EST 2 of 2 2 Victory Park Cap Advisors LLC Victory Park Master Fund Ltd.

USD/USD

CONTINUED 

### CASH ACTIVITY SUMMARY 

# Prime BrokerageCitibank, N.A. 420 000001/R1/04F014/0

P. O. Box 87126 000 Chicago, IL 60680-4303 CITIBANK, N.A. Account

VICTORY PARK CREDIT OPPORTUNITIES Statement Period MASTER FUND, LTD. Jan. 1 - Jan. 31, 2011 227 W MONROE ST Suite 3900 CHICAGO IL 60606 Page 1 of 2

CitiBusiness ® ACCOUNT AS OF JANUARY 31, 2011

Relationship Summary: Checking $2,807,216.30 Savings ----- Checking Plus ----- Get a $500 gift ca rd if we ca n't me et or bea t your rate

.

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SUGGESTIONS AND RECOMMENDATIONS

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nk's to ma ke orde ring Fore ign Curre ncy ea sie r than e v e r. Yo u ha v e a cce ss to a wid e v a rie ty o f Fore ign Curre ncies, de liv ered righ t to y our doo r o r pla ce o f bu sine ss. (Anywh ere in the Co ntin enta l U.S). Visit y our neare st Citiba nk o r call 1-800-756-7050 Limits/Fe e s app ly

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CHECKING ACTIVITY

CitiBusiness Checking Beginning Balance: $12,079,971.78 Ending Balance: $2,807,216.30 Date Description Debits Credits BalanceVICTORY PARK CREDIT OPPORTUNITIES Account Page 2 of 2 000002/R1/04F014/0 MASTER FUND, LTD. Statement Period - Jan. 1

- Jan. 31, 2011

CHECKING ACTIVITY Continued

Date Description Debits Credits Balance

CUSTOMER SERVICE INFORMATION

IF YOU HAVE QUESTIONS ON: YOU CAN CALL: YOU CAN WRITE: Checking 877-528-0990 CitiBusiness (For Speech and Hearing 100 Citibank Drive Impaired Customers Only San Antonio, TX 78245-9966 TDD: 800-945-0258)Exhibit M Form OST 4523

(Please See Attached)AGREEMENT The undersigned carriers (hereinafter referred to as "the Caniers") hereby agree as follows:

1. Each of the Carriers shall, effective May 16, 1966, include the following in its conditions of carriage, including tariffs embodying conditions of carriage filed by it with any government:

'The Carrier shall avail itself of the limitation of liability provided in the Convention for the Unification of Certain Rules Relating to International Carriage by Air signed at Warsaw October 12th, 1929, or provided in the said Convention as amended by the Protocol signed at The Hague September 28th, 1955. However, in accordance with Article 22(1) of said Convention, or said Convention as amended by said Protocol, the Carrier agrees that, as to all international transportation by the Carrier as defined in the said Convention or said Convention as amended by said Protocol, which, according to the contract of Carriage, includes a point in the United States of America as a point of origin, point of destination, or agreed stopping place (1) The limit of liability for each passenger for death, wounding, or other bodily injury shall be the sum of US S75,000 inclusive of legal fees and costs, except that, in case of a claim brought in a State where provision is made for separate award of legal fees and costs, the limit shall be the sum of US S58,000 exclusive of legal fees and costs. (2) The Carrier shall not, with respect to any claim arising out of the death, wounding, or other bodily injury of a passenger, avail itself of any defense under Article 20(1) of said Convention or said Convention as amended by said Protocol. Nothing herein shall be deemed to affect the rights and liabilities of the Carrier with regard to any claims brought by, on behalf of, or in respect of any person who has willfully caused damage which resulted in death, wounding, or other bodily injury of a passenger." 2. Each Carrier shall, at the time of delivery of the ticket, furnish to each passenger whose transportation is governed by the Convention, or the Convention as amended by the Hague Protocol, and by the special contract described in paragraph 1, the following notice, which shall be printed in type at least as large as 10 point modern type and in ink contrasting with the stock on (i) each ticket; (ii) a piece of paper either placed in the ticket envelope with the ticket or attached to the ticket; or (iii) on the ticket envelope:

"ADVICE TO INTERNATIONAL PASSENGER ON LIMITATION OF LIABILITY Passengers on a journey involving an ultimate destination or a stop in a country other than the country of origin are advised that the provisions of a treaty known as the Warsaw Convention may be applicable to the entire journey, including any portion entirely within the country of origin or destination. For such passengers on a journey to, from, or with an agreed stopping place in the United States of America, the Convention and special contracts of carriage embodied in applicable tariffs provide that the liability of [certain J* [(name of carrier) and certain other] carriers parties to such special contracts for death of or personal injury to passengers is limited in most cases to proven damages not to exceed US S75,000 per passenger, and that this liability up to such limit shall not depend on negligence on the part of the carrier. For such passengers traveling by a carrier not a party to such special contracts or on a journey not to, from, or having an agreed stopping place in the United States of America, liability of the carrier for death or personal injury to passengers is limited in most cases to approximately US 5I0,000 or US S20,000. The names of Carriers parties to such special contracts are available at all ticket offices of such carriers and may be examined on request. Additional protection can usually be obtained by purchasing insurance from a private company. Such insurance is not affected by any limitation of the carrier's liability under the Warsaw Convention or such special contracts of carriage. For further information please consult your airline or insurance company representative." 3. [Thc Agreement was filed with the Civil Aeronautics Board of the United States. The Board approved it by Order E-23680, adopted May 13, 1966. The Agreement (Agreement 18900) became effective May 16, 1966. On January 1, 1985, this Agreement became the responsibility of the Department of Transportation (DOT) by operation of law.] 4. This Agreement may be signed in any number of counterparts, all of which shall constitute one Agreement. Any Carrier may become a party to this Agreement by signing a counterpart hereof and depositing it with DOT. 5. Any Carrier party hereto may withdraw from this Agreement by giving twelve (12) months' written notice of withdrawal to DOT and the other Carriers parties to the Agreement. * Either alternative may be used.

OST Form 4523 (Formerly CAB Form 263) David F. Hackett, President and CEO VPAA Co. 3201 Griffm Road, 4th Floor Ft. Lauderdale, FL 33312 DBA: Continental Connection; Gulfstream International; Gulfstream International Airlines; and United Express.Exhibit N Family Assistance Plan

(Please See Attached)Exhibit O Certification Statements

(Please See Attached)