HANGAR 1 INC.

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These Terms and Conditions (“Agreement”) are between HANGAR 1 INC. (HANGAR 1) and the Client accepting such terms (“Client”). Client is either the Owner or the authorized agent of the owner of the aircraft identified in the related work order or estimate (“Aircraft”). This Agreement sets forth the exclusive terms governing any services provided to your aircraft, parts, and/or equipment.

1. PAYMENT TERMS

Full payment is due upon completion of the work and before the Aircraft is released unless otherwise agreed upon by HANGAR 1. Acceptable payment methods include ACH, wire transfer, pre-approved company check, or major credit card. A 3.5% convenience fee will apply to credit card payments. Some services may require initial payment, progress payments, or prepayment for special order parts, equipment, and outside services. HANGAR 1 reserves the right to charge a 1.5% monthly finance fee for late payments. Pre-purchase evaluations/inspections require full prepayment.

If HANGAR 1 cannot provide a final invoice upon delivery, Client agrees to pay based on an estimated invoice. Supplementary invoices reflecting actual charges and balances will be submitted to Client as soon as practicable and reconciled with previously invoiced or paid amounts.

2. CLIENT INSPECTION

Client must inspect the Aircraft upon release and notify HANGAR 1 in writing within five (5) days of any claims of incomplete or unsatisfactory work. If such a claim is made, the Aircraft must be returned to HANGAR 1’s facilities at the Client’s expense no later than the end of the five (5) day period. Failure to notify HANGAR 1 within the five (5) day period constitutes irrevocable acceptance of the Aircraft and all work, and an admission by the Client that the work complies with all agreed terms, specifications, and conditions.

3. CONDITIONS TO LIMITED WARRANTY

Client’s entitlement to any warranty benefits is expressly conditioned upon (a) the alleged defect being discovered within the applicable warranty period, (b) HANGAR 1 receiving a written notice of the defective condition claim (“Claim Notice”) within thirty (30) days of Client’s actual or constructive knowledge of the defect or before the warranty period expires, whichever is earlier, (c) the Claim Notice including a detailed description of the alleged defect, the discovery date, and the Aircraft’s registration number, and (d) the Aircraft or allegedly defective part or equipment being returned to HANGAR 1’s facilities at Client’s expense, no later than the end of the applicable warranty period, unless otherwise agreed upon in writing by HANGAR 1.

4. LIMITATIONS OF LIMITED WARRANTY

The warranties provided do not cover, and HANGAR 1 does not warrant, parts, materials, components, equipment, or services supplied or performed by other companies. However, HANGAR 1 will provide reasonable assistance to Client in enforcing rights under any supplier or subcontractor warranty, provided that Client reimburses HANGAR 1 for reasonable costs and expenses incurred in providing such assistance. HANGAR 1 warranties do not extend to, and HANGAR 1 is not responsible for, any (a) Client-supplied parts, materials, equipment, or components, (b) any installation, part, equipment, component, or area that, in HANGAR 1’s sole determination, has been repaired, altered, misused, or subjected to negligence or an accident, (c) Client’s or any other operator’s failure to perform recommended maintenance, (d) environmental effects, such as wind, water, corrosion, etc., or (e) repairs performed by Client or third parties without HANGAR 1’s express written consent.

5. EXCLUSIVE WARRANTY AND REMEDIES

THIS LIMITED WARRANTY IS EXCLUSIVE AND EXPRESSLY IN LIEU OF, AND HANGAR 1 HEREBY EXPRESSLY DISCLAIMS, ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE). HANGAR 1’s ENTIRE LIABILITY WITH RESPECT TO THIS LIMITED WARRANTY AND THE WORK SHALL BE LIMITED EXCLUSIVELY TO REPAIRING ANY DAMAGE DETERMINED BY HANGAR 1 TO HAVE BEEN CAUSED SOLELY BY HANGAR 1. IN NO EVENT SHALL HANGAR 1 BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, WITHOUT LIMITATION, LOST REVENUE OR PROFIT, DIMINUTION IN VALUE, AND COST OF REPLACEMENT AIRCRAFT. NO ADDITIONAL WARRANTY OR MODIFICATION OR EXTENSION OF THIS WARRANTY SHALL BE BINDING UPON HANGAR 1 UNLESS IN WRITING AND SIGNED BY ITS DULY AUTHORIZED OFFICER OR REPRESENTATIVE.

6. ADDITIONAL CHARGES

The following additional charges may not be included in the quoted prices and shall be paid by Client upon demand when applicable:

Charges of a third party that provided services or parts in connection with the work, including where invoices for such charges were not received until after HANGAR 1 issuance of final invoice at time of delivery of the Aircraft following service.

Standard HANGAR 1 charges for parking or storage of the Aircraft, or any part thereof, as applicable, and for any preservation tasks performed by HANGAR 1, whether at the discretion of HANGAR 1 or at the request of the Client.

Costs associated with the repair of any Client-supplied parts, materials, or equipment deemed unsuitable for their intended use.

Charges for fuel, oil, insurance, and flight crews required for flight testing, certification, and/or ground runs on the Aircraft.

An environmental fee for engine wash, and/or disposal of hazardous waste and materials (oil, oil filters, tires, etc.), applied to the final invoice.

Overtime charges, if required to complete the work according to the Client’s schedule. HANGAR 1 will notify the Client of the necessity and estimated cost of overtime, giving the Client the option to pay overtime rates or adjust the delivery date.

Costs of necessary replacement parts not anticipated in the original estimate.

Charges associated with delivery flights by HANGAR 1 and related freight, transportation, insurance, taxes, imports, or other similar charges if incurred and necessary.

The cost of any replacement parts required in an exchange core overhaul which are not part of a normal overhaul as specified in the applicable maintenance manual.

Shipping and handling charges will be applied to the final invoice, as applicable.

Charges for cores returned for credit that are rejected, charged additional fees for excessive damage, or for overhaul charges.

A consumable charge applied to the final invoice, if applicable.

A handling fee of 22% applies to all Client-supplied parts, when accepted by HANGAR 1.

First-time Clients may be charged for the cost of obtaining digital files on record with the FAA for the Client’s aircraft. In the case of expedited requests, HANGAR 1 may use the services of an aviation escrow and title company.

7. TAXES AND DELIVERY

Prices are based on the initial delivery of the Aircraft, or the applicable part or equipment, to the HANGAR 1 repair facility and do not include any Federal, State, or local taxes, or any duties, imposts, tariffs, or similar charges (collectively “Governmental Charges”) applicable to the prices for, or the performance of, the work, the sale, possession, use, or transportation of the Aircraft or any parts, components, or equipment constituting part of the work, or the delivery of the Aircraft or any such parts, components, or equipment. The Client is responsible for all necessary Governmental Charges, payable to HANGAR 1 unless an acceptable certificate of exemption is provided by the Client. The Client shall indemnify and hold HANGAR 1 harmless from any such Governmental Charges, plus penalties, interest, or reasonable attorney’s fees arising from the Client’s failure to timely pay such Governmental Charges.

8. TITLE/LIEN

Upon full payment of all charges due for the work, including all applicable late fees, interest charges, taxes, and other Additional Charges referenced in Section 6, possession passes to Client at final delivery. To secure prompt payment when due of all amounts owed by Client, including, without limitation, all applicable late fees, interest charges, taxes, attorney fees, and any other Additional Charges referenced in Section 6, above, HANGAR 1 reserves all statutory and possessory lien rights to which HANGAR 1 is entitled under applicable law and, notwithstanding whether any such statutory or possessory lien applies, Client agrees that HANGAR 1 may retain possession of the work and the Aircraft (and any part thereof) until all such amounts due and owing by Client to HANGAR 1 are paid to HANGAR 1. Client further grants to HANGAR 1 a continuing, first priority security interest in and lien upon the work, the Aircraft (and any part thereof) and in any proceeds thereof, including but not limited to insurance proceeds and proceeds from the sale or disposition of the Aircraft or any portion thereof (the work, the Aircraft and any part and proceeds thereof, collectively, the “Collateral”), to secure prompt payment when due of all amounts owed by Client to HANGAR 1, including, without limitation, all applicable late fees, interest charges, taxes, attorney fees, and any other Additional Charges referenced in Section 6.

9. THIRD PARTY PAYMENT

For work covered by approved third party payment (i.e. warranty, insurance, and/or title closing) HANGAR 1 will require proof acceptable to HANGAR 1, in its sole discretion, that HANGAR 1 is a properly named payee. If any amount due and owing HANGAR 1 has not been paid by Client within thirty (30) days of the due date, including, without limitation, all applicable late fees, interest charges, taxes, attorney fees, and any other Additional Charges referenced in Section 6, above, HANGAR 1 shall have the right to deem the Collateral, and any other personal property of Client in HANGAR 1’s possession, as abandoned and to sell the Collateral or such property as provided in any applicable statute (including, but not limited to, the Uniform Commercial Code) to satisfy such amounts due and owing HANGAR 1. Such sale is in addition to any other rights HANGAR 1 may have at law or under this Agreement. Any amount realized from any such sale in excess of the amount due and owing under this Agreement, including, without limitation, all expenses incurred by HANGAR 1 in connection with such sale and all applicable late fees, interest charges, attorney fees, and any other Additional Charges referenced in the Additional Charges referenced in Section 6, shall be retained by HANGAR 1, except to the extent required by applicable law to be returned to Client. Client hereby agrees to release, indemnify and hold harmless HANGAR 1 from and against any claims, losses, costs and damages, and all associated costs, related to any such sale of the Collateral in accordance with the foregoing provisions.

10. DELAYS

HANGAR 1 shall not be liable for delays in Delivery or performance of any of the work, or the failure or inability to perform any of the work or to deliver the Aircraft or any part of the work, due to causes beyond its reasonable control, including, without limitation, acts of God, pandemic, acts of Client, acts of any government or military authority, change in the scope of work requested by Client, condition of the Aircraft, delays in transportation, supply chain delays or shortages or inability due to any other causes beyond its reasonable control to obtain necessary labor, materials, utilities, components or necessary physical facilities. In the event of any such delay, the date of performance and delivery shall be extended for a period of time as may be reasonably necessary to compensate for any such delay. Any such delay exceeding two weeks shall result in storage charges.

11. GOVERNMENTAL AUTHORIZATIONS

Client must timely obtain all required governmental authorizations, including import or export licenses and exchange permit. Client shall remain importer/exporter of record, regardless of whether HANGAR 1 provides Client with assistance in this area. HANGAR 1 shall not be liable if any authorization is delayed, denied, revoked, restricted, or not renewed and Client shall not be relieved of its obligation to pay for the work or any other services performed or provided by HANGAR 1. All articles, parts or equipment delivered by Client to HANGAR 1 shall at all times be in compliance by Client with all applicable laws, including the United States Export Administration Regulations, International Traffic in Arms Regulations and Customs Regulations. Client shall not and represents and warrants that Client, nor anyone acting through or on its behalf, shall not dispose of any item of United States origin provided by HANGAR 1 other than in full compliance with the foregoing laws and regulations, and to the country of ultimate destination specified in Client’s purchase order and approved government licenses(s) or authorizations(s), except as such applicable laws and regulations may permit.

12. COMPLIANCE WITH LAW

Client represents and warrants that it is in compliance with and will comply with the following in connection with this Agreement and the work performed by HANGAR 1: End-Use Certificate DLA Form 1822, the Arms Export Control Act (22 U.S.C. §2751 et seq.)(the “AECA”); Export Administration Act of 1979 (50 App. U.S.C. §2401 et seq.) (the “EAA”); International Traffic in Arms Regulations (22 CFR 120 et seq.) (the “ITAR”); Export Administration Regulations (15 CFR 730 et seq.) (the “EAR”); Foreign Assets Control Regulations (31 CFR 500 et seq.); the Espionage Act (18 USC 793 et seq.); the Bank Secrecy Act (31 U.S.C. 5311 et seq.) (the “BSA”); the Foreign Corrupt Practices Act of 1977 (15 U.S.C. §§ 78dd-1 et seq.) (the “FCPA”), the United Kingdom Bribery Act, and any other foreign federal, state or local anti-bribery and kickback laws, including any similar laws requiring compliance with fiduciary duties. Client further specifically represents and warrants that:

No person who owns a controlling interest in or otherwise controls Client and, to the knowledge of Client, neither the owner or operator of the Aircraft if Client is not the owner or operator, was or is: (i) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation, or (ii) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders.

Client and, to the knowledge of the Client, (i) any director, officer, agent, employee or affiliate of the Client, and (ii) the owner or operator of the Aircraft or any director, officer, agent, employee or affiliate of the owner or operator (collectively, the “Compliance Parties”), are not currently subject to any sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State, the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Client or any of its affiliates or to the knowledge of Client, the owner or operator of the Aircraft or any of their affiliates located, organized, or resident in or a citizen of a country or territory that is the subject or target of Sanctions, (each, a “Sanctioned Country”)

For the past five (5) years, the Client and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

13. INDEMNIFICATION

Owner and/or Client, if Client is acting as agent of the owner of the Aircraft, shall and hereby agree to release, indemnify, defend and hold harmless HANGAR 1, its affiliates, subsidiaries, parent companies, and their respective directors, officers and employees from and against any loss, injury, damage, claims, costs or liability whatsoever (including reasonable attorney’s fees and litigation or dispute resolution fees) in any way arising out of (a) Client’s or owner’s failure to comply with any of its obligations under this Agreement, (b) access to and presence upon the HANGAR 1 facilities by Client or owner and their respective employees, agents and subcontractors, and (c) the possession, maintenance, use and operation of the Aircraft by Client, owner or third parties following delivery of the Aircraft to Client or owner or such third party, except to the extent such claim results from the sole gross negligence or willful misconduct of HANGAR 1, its employees or agents. Neither party shall have any obligation to indemnify the other for losses or damages that arise from or are related to acts of war or terrorism.

14. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, HANGAR 1’S LIABILITY ON ANY CLAIM OF ANY KIND, INCLUDING GROSS NEGLIGENCE, FOR ANY LOSS (INCLUDING INJURY OR DEATH) OR DAMAGE ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THIS AGREEMENT, OR FROM THE PERFORMANCE OR BREACH THEREOF, OR FROM THE SALE, DELIVERY, RESALE, REPAIR OR USE OF ANY PARTS, EQUIPMENT, COMPONENTS OR SERVICES COVERED BY OR FURNISHED UNDER THIS AGREEMENT SHALL IN NO CASE EXCEED THE COST OF REPAIR OR REPLACEMENT OF THE APPLICABLE PART, EQUIPMENT, COMPONENT OR SERVICES WHICH GIVES RISE TO THE CLAIM. ANY SUCH LIABILITY SHALL BE CONDITIONED ON CLIENT PROVIDING PROMPT WRITTEN NOTICE TO HANGAR 1 OF ANY CLAIM AND, IN ANY EVENT, WITHIN TEN (10) DAYS FROM THE DATE OF OCCURRENCE OF THE CLAIM (EXCEPT FOR WARRANTY CLAIMS, WHICH ARE GOVERNED BY THE PROVISIONS OF THE HANGAR 1 LIMITED WARRANTY), UNLESS THE PARTIES HAVE AGREED IN WRITING TO A DIFFERENT CLAIM PERIOD. IN NO EVENT SHALL HANGAR 1 BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST REVENUE OR PROFIT, DIMINUTION IN VALUE, AND COST OF REPLACEMENT AIRCRAFT OR FOR ANY DAMAGES ARISING FROM OR RELATED TO ACTS OF WAR OR TERRORISM. IN THE EVENT ANY CLAIM IS COVERED BY CLIENT’S INSURANCE, HANGAR 1 LIABILITY FOR SUCH CLAIM IS LIMITED TO DEDUCTIBLE AND OTHER OUT-OF-POCKET EXPENSES OF CLIENT DIRECTLY RELATED TO THE CLAIM. CLIENT WAIVES SUBROGATION OF ANY CLAIMS AGAINST HANGAR 1.

15. ACCESS TO FACILITIES AND AIRCRAFT

Upon request, Client shall be provided reasonable access during normal business hours to unrestricted areas at HANGAR 1’s facilities and the Aircraft while the work is being accomplished, conditioned upon Client’s compliance with HANGAR 1’s and applicable airport rules and regulations and security requirements, and provided such access does not interfere with or disrupt HANGAR 1’s work and operations in general.

16. CHANGES TO WORK

Client may request changes to the work if documented on a HANGAR 1 Work Order Estimate, or a contract/proposal addendum signed by Client and HANGAR 1. Client acknowledges that any changes requested by Client may affect price and delivery and that Client is responsible for any such change in price, including overtime required for such change.

17. DEFAULT BY HANGAR 1

HANGAR 1 shall not be considered in breach or default of any of its obligations under this Agreement, unless (i) Client shall have first provided to HANGAR 1 written notice of such an alleged breach or default within a reasonable time after Client becomes aware of or forms a belief that such alleged breach or default occurred (ii) such written notice specifies in reasonable detail the grounds for such alleged breach or default, and (iii) HANGAR 1 has either failed to cure such alleged breach or default within thirty (30) calendar days following receipt of such written notice from Client, or has failed to undertake within such thirty (30) day period reasonable steps to cure such alleged breach or default, and completes such cure within a reasonable time thereafter. In the event of any such breach or default by HANGAR 1 under this Agreement, Client may exercise any or all remedies available under this Agreement and applicable law, subject only to the limitations and conditions set forth in this Agreement, including, those set forth in the Limited Warranty, the limitations set forth in Sections 13 and 14 of this Agreement, and the dispute resolution provisions contained in Section 19 of this Agreement.

18. DEFAULT BY CLIENT

Client shall be in default of its obligations under this Agreement and all other agreements with HANGAR 1, if (1) Client fails to pay when due any amount owed to HANGAR 1 under this Agreement or any other agreement with HANGAR 1, and Client fails to cure such default within ten (10) calendar days after being provided written notice of such failure to pay, (2) any representation or warranty of Client contained in this Agreement or any other agreement with HANGAR 1 is not true and correct or (3) Client fails to comply with any other obligation of Client under this Agreement. In the event of any such default by Client under this Agreement or any other agreement with HANGAR 1, HANGAR 1 may suspend or stop performance under and/or terminate this Agreement and/or any such other agreement with Client, in addition to the exercise of any or all remedies available under this Agreement, any such other agreement with Client and applicable law, subject only to the dispute resolution provisions contained in Section 19 below. Client expressly acknowledges and agrees that upon and following the occurrence of any such default by Client, HANGAR 1 shall have no obligation to perform any preservation tasks to or for the Aircraft, or its engines or systems, and Client hereby waives any rights and claims with respect to, and releases HANGAR 1 from any liability in connection with, (i) any failure or refusal of HANGAR 1 to perform any such preservation tasks to or for the Aircraft, or its engines or systems, or (ii) the performance of any such preservation tasks to or for the Aircraft, or its engines or systems, whether performed voluntarily by HANGAR 1 at its sole discretion, or otherwise required by applicable law.

19. DISPUTE RESOLUTION

If either party to this Agreement has a dispute with or a claim against the other arising out of or relating to the work and/or this Agreement (a “Dispute”), then that party shall give written notice to the other party requesting that Client and HANGAR 1 attempt to resolve the Dispute. Such notice shall specifically refer to the dispute resolution procedures of this Section 19. Within fifteen (15) calendar days after receipt of such notice, the other party shall submit a written response. Both the notice and the response shall include, with reasonable particularity, a statement of the party’s position and a summary of reasons supporting that position and the name(s) of person(s) who will represent the applicable party. The parties shall meet within sixty (60) calendar days after receipt of the notice, at a mutually acceptable time and place with a qualified mediator to resolve the Dispute in good faith. At no time shall either party initiate litigation related to this Agreement, except to pursue a provisional remedy that is authorized by law or by JAMS Rules or by agreement of the parties or as otherwise permitted in this Section 19. Failure or refusal to comply with this section (19.(a)) of this Agreement shall be a material breach of this Agreement, and the breaching party shall pay all legal expenses, including reasonable and necessary attorney’s fees, expert fees, and costs in any subsequent dispute resolution or litigation, regardless of the outcome of the dispute resolution or litigation.

If the parties are unable to resolve the Dispute in accordance with clause (a) above, then the Dispute shall be submitted to JAMS, or its successor, for final and binding arbitration pursuant to this clause. Such arbitration shall take place at a location within the county of the state where the work under this Agreement was primarily performed (provided that, by mutual agreement, the proceedings may be conducted via video conferencing), and before one neutral, independent and impartial arbitrator appointed by JAMS in accordance with its rules, provided that such arbitrator shall have relevant technical expertise in the aviation industry with respect to the maintenance and repair of aircraft comparable to the Aircraft. The arbitration shall be administered by JAMS pursuant to its applicable Arbitration Rules and Procedures. Judgment on any award may be entered in any court located within the county and state where the work under this Agreement was primarily performed. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, experts and attorneys in discussions conducted under clause (a) or in mediation under clause (b), above, are confidential, privileged and inadmissible for any purpose, including impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation.

20. ATTORNEY FEES

The prevailing party in any proceeding (including any court, arbitration or mediation proceedings) to exercise any remedy under or otherwise enforce any term or condition of this Agreement shall be entitled to all of its reasonable costs and attorneys’ and experts’ fees incurred in connection therewith (including court costs and fees and costs of experts and other professionals) in addition to any other relief available in law and in equity.

21. APPLICABLE LAW

This Agreement shall be interpreted in accordance with the law of the State of Colorado, without regard to conflicts of law principles. The parties consent and hereby submit to the exclusive jurisdiction of the Colorado courts located or having jurisdiction in the county where the work is accomplished for a determination of any and all issues between them relating to this Agreement or its subject matter, subject to the Dispute resolution provisions in Section 19 above. The parties hereby expressly waive the right to a jury trial in any and all proceedings, any and all objections to venue and inconvenient forum in the state courts referred to in this section, and any and all rights to remove any action to the United States District Courts.

22. REPRESENTATION OF AUTHORITY

THE PERSON SIGNING THIS AGREEMENT (OR AUTHORIZING ANY AMENDMENT OR SUPPLEMENT TO THIS AGREEMENT OR THE WORK) REPRESENTS AND WARRANTS THAT SUCH PERSON (AND ANY ENTITY ON WHOSE BEHALF SUCH PERSON IS SIGNING AS AGENT OF CLIENT) IS DULY AUTHORIZED TO ACT AS AN AUTHORIZED AGENT OF CLIENT AND/OR IS THE OWNER OF THE AIRCRAFT (IF CLIENT IS NOT THE OWNER), AND HAS FULL POWER AND AUTHORITY TO SIGN THIS AGREEMENT ON BEHALF OF THE NAMED CLIENT AND TO BIND CLIENT AND THE OWNER OF THE AIRCRAFT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, AS MAY BE AMENDED OR SUPPLEMENTED. CLIENT UNDERSTANDS THAT THIS REPRESENTATION IS A MATERIAL PART OF THE CONSIDERATION FOR HANGAR 1 TO ENTER INTO THIS AGREEMENT.

23. SUBSTITUTIONS

Subject to the approval of Client, such approval not to be unreasonably withheld, HANGAR 1 reserves the right to incorporate changes to the work as deemed necessary by HANGAR 1 to avoid delays or improve safety, compliance with Federal Aviation Regulations, product control, performance, reliability, stability, utility, manufacture or appearance of the Work.

24. PMA PARTS AND REMOVED PARTS

Client agrees that only FAA PMA approved parts may be used, unless otherwise agreed in this Agreement. Any parts or assemblies permanently removed from the Aircraft as part of maintenance or modification events will become the property of HANGAR 1 upon their removal, unless required for core exchange or otherwise specified in writing and agreed by both HANGAR 1 and Client.

25. MISCELLANEOUS

Pricing may or may not include an agency or finder’s fee of a third-party. References to this Agreement shall include these Terms and Conditions and the proposal, quotation, work authorization or other agreement between Client and HANGAR 1 to which these Terms and Conditions are attached or a part of or incorporated by reference, and any amendments or supplements hereto and mutually agreed in writing or in electronic transmissions between the parties. This Agreement is the entire agreement and exclusive statement of the work to be performed and the applicable terms and conditions, and supersedes any prior agreements and contemporaneous oral agreements, of the parties concerning its subject matter. No amendment of, or waiver of a right or requirement under, this Agreement will be binding upon HANGAR 1 unless it is in writing and signed by HANGAR 1, or in electronic transmissions between the parties and confirmed by HANGAR 1, and any such waiver shall not constitute a waiver of any subsequent right or requirement unless so specified. If a provision of this Agreement is unenforceable, this Agreement will be construed as if the unenforceable provision were omitted, and the parties will negotiate replacement language in good faith. Failure by a party to assert any right under this Agreement shall not be a waiver of such right and no waiver shall be implied from the acceptance of any payment or service. No written waiver of any right shall extend to any subsequent similar or dissimilar breach. In the event of a conflict between this Agreement and any other agreement between HANGAR 1 and Client with respect to the subject matter hereof, the terms of this Agreement shall prevail. The titles and subtitles given to Sections of the Agreement are for convenience only and shall not limit or restrict the context of the Section to which they relate. The provisions of this Agreement are for the benefit of the parties and not for the benefit of any other person.