ALL ENCOMPASSING OF ANY
DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATER OF
THIS AGREEMENT, INCLUDING WITHOUT LIMITATION CONTRACT CLAIMS, TORT CLAIMS,
BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY
HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY TO
ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH PARTY HAS ALREADY RELIED ON THIS
WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH PARTY WILL CONTINUE TO RELY
ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH PARTY FURTHER WARRANTS AND
REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT
SUCH PARTY HAS KNOWINGLY AND VOLUNTARILY WAIVED ITS RIGHTS TO A JURY TRIAL
FOLLOWING SUCH CONSULTATION. THIS WAIVER IS IRREVOCABLE, MEANING THAT,
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS AND SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT OF A
LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
COURT.
(j)
This Agreement may be executed in any number of counterparts, each of which
when so executed shall be deemed to be an original and, all of which taken
together shall constitute one and the same Agreement. In the event that any
signature is delivered by facsimile transmission, such signature shall create a
valid binding obligation of the party executing (or on whose behalf such
signature is executed) the same with the same force and effect as if such
facsimile signature were the original thereof.
[THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY]
12
COUNTERPART SIGNATURE PAGE TO SECURITY AGREEMENT, DATED AS OF JULY __, 2006.
IN WITNESS WHEREOF, the parties hereto, intending to be bound hereby, have
caused this Security Agreement to be executed the day and year first above
written.
OBLIGOR:
[____________________________________]
By:
Name:
Title:
SECURED PARTY:
Mark T. Daniels
13
SCHEDULE A
Principal Offices
SCHEDULE B
Permitted Liens
SCHEDULE C
Jurisdictions
Utah
Texas
Ukraine
British Columbia
EXHIBIT 7(f)
FORM OF GUARANTY
THIS GUARANTY, dated as of July ___, 2006 (the "Guaranty"), is made by
[_______________________], a Nevada corporation (the "Guarantor"), in favor of
Mark Daniels (the "Secured Party").
RECITALS
A. Concurrently herewith, Tactical Air Defense Services, Inc. ("Purchaser
Parent"), the Guarantor, Genesis aviation Acquisition, Inc., OneSource Aviation
Acquisition Inc., and Resource Financial Aviation Holdings, Inc. (together with
Guarantor, the "Subsidiaries") and AeroGroup Incorporated ("AeroGroup") and its
wholly-owned subsidiaries, Genesis Acquisition, Inc., Resource Financial Holding
Acquisition, Inc. and OneSource Acquisition, Inc. (the "LLC Sellers" and,
together with AeroGroup, the "Sellers") entered into a Asset Purchase Agreement
(the "Asset Purchase Agreement"), pursuant to which the Purchaser Parent has
assumed the obligations of the Sellers pursuant to that certain Secured Party a
Promissory Note (the "Note"), in the original aggregate principal amount of
$1,100,000, issued to Secured Party (as defined in the Asset Purchase Agreement)
(all capitalized