RAVN AIR GROUP, INC., Et Al.,1 Debtors

Home , Bering Air, Everts Air, Frontier Flying Service

Case 20-10755-BLS Doc 457 Filed 07/21/20 Page 1 of 24

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

) In re: ) Chapter 11 ) RAVN AIR GROUP, INC., et al.,1 ) Case No. 20-10755 (BLS) ) Debtors. ) (Jointly Administered) ) ) Re. Docket Nos. 197 & 295

ORDER APPROVING THE DEBTORS' MOTION FOR THE (A) SALE OF CERTAIN ACQUIRED ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES AND INTERESTS, (B) THE ASSUMPTION AND ASSIGNMENT OF CERTAIN CONTRACTS, AND (C) PAYMENT OF BID PROTECTIONS, IF APPLICABLE

Upon the motion (the “Sale Motion”)2 of the above-captioned debtors and debtors in

possession (collectively, the “Debtors”) for entry of an order (this “Sale Order”) Authorizing and

Approving (A) the Sale of Certain Acquired Assets Free and Clear of All Liens, Claims,

Encumbrances and Interests, (B) the Assumption and Assignment of Certain Contracts, and

2020 [Docket No. 295] (the “Bid Procedures Order”) approving, among other things, the proposed

form of notice of the Sale Hearing; and the Debtors having determined that each of Bering Air,

Inc. (“Bering Air”); and Tatonduk Outfitters Limited, dba Everts Air Cargo and Everts Air Alaska

(“Everts Air Cargo”) (each, a “Buyer,” and, collectively, the “Buyers”) has submitted the highest

or otherwise best bid for certain Acquired Assets, as defined in the applicable asset purchase

agreements attached hereto as Exhibits A-1 through A-3 (each, an “APA,” and collectively, the

1 The Debtors in these chapter 11 cases and the last four digits of each Debtor’s U.S. tax identification number are as follows: Ravn Air Group, Inc. (3047), Ravn Air Group Holdings, LLC (5356), JJM, Inc. (4858), HoTH, Inc. (9957), Peninsula Aviation Services, Inc. (6859), Corvus Airlines, Inc. (7666), Frontier Flying Service, Inc. (8091), and Hageland Aviation Services, Inc. (2754). The notice address for all of the Debtors is 4700 Old International Airport Road, Anchorage, AK 99502.

2 Capitalized terms used but not defined herein have the meanings ascribed to them in the Sale Motion.

Case 20-10755-BLS Doc 457 Filed 07/21/20 Page 2 of 24

“APAs”) (including, without limitation, those assets set forth on exhibits to the APAs); and upon adequate and sufficient notice of the Sale Motion and all other related transactions contemplated thereunder and in this Sale Order, pursuant to each APA (each, a “Transaction,” and collectively, the “Transactions”); and all interested parties having been afforded an opportunity to be heard with respect to the Sale Motion and all relief related thereto; and the Court having reviewed and considered the Sale Motion and all relief related thereto and any objections thereto; and upon the full record in support of the relief requested by the Debtors in the Sale Motion; and this Court having jurisdiction over this matter; and this Court having determined that it may enter a final order consistent with Article III of the United States Constitution; and this Court having found that venue of this proceeding and the Sale Motion in this district is proper; and it further appearing that the legal and factual bases set forth in the Sale Motion and at the Sale Hearing establish just cause for the relief granted herein; and it appearing that the relief requested in the Sale Motion is in the best interests of the Debtors, their estates, their creditors, and all other parties in interest; and upon the full record of these chapter 11 cases and all other pleadings and proceedings, including the Sale

Motion; and after due deliberation thereon, and good and sufficient cause appearing therefor,

THE COURT HEREBY FINDS THAT:3

I. Jurisdiction, Final Order, and Statutory Predicates.

A. This Court has jurisdiction to hear and determine the Sale Motion pursuant to 28

U.S.C. §§ 157(b)(l) and 1334(a). Venue is proper in this District and before this Court pursuant to

28 U.S.C. §§ 1408 and 1409.

3 All findings of fact and conclusions of law announced by the Court at the Hearing in relation to the Sale Motion are hereby incorporated herein to the extent not inconsistent herewith.

2 Case 20-10755-BLS Doc 457 Filed 07/21/20 Page 3 of 24

B. The statutory predicates for the relief requested in the Sale Motion are sections

105(a), 363, and 365 of the Bankruptcy Code and Bankruptcy Rules 2002(a)(2), 6004, 6006, 9007, and 9014.

C. This Sale Order constitutes a final order within the meaning of 28 U.S.C. § 158(a).

Notwithstanding Bankruptcy Rules 6004(h) and 6006(d), and to any extent necessary under

Bankruptcy Rule 9014 and Rule 54(b) of the Federal Rules of Civil Procedure, as made applicable by Bankruptcy Rule 7054, the Court expressly finds that there is no just reason for delay in the implementation of this Sale Order, waives any stay, and expressly directs entry of judgment as set forth herein.

II. Notice of the Sale Motion and Cure Amounts.

D. Notice of the Sale Hearing was timely, proper, and reasonably calculated to provide interested parties with timely and proper notice of the sale and the Sale Hearing, and no other or further notice of the Sale Motion and the Sale Hearing is, or shall be, required. The requirements of Bankruptcy Rule 6004(a) and the Local Rules are satisfied by such notice.

E. A reasonable opportunity to object and be heard with respect to the Transactions and the Sale Motion and the relief requested therein has been afforded to all interested persons and entities.

III. Good Faith of the Buyers.

F. Each APA was negotiated, proposed, and entered into by the Debtors and the respective Buyer without collusion, in good faith, and from arms’-length bargaining positions.

G. Neither the Debtors, nor the Buyers have engaged in any conduct that would cause or permit the Transactions to be avoided under Bankruptcy Code section 363(n). The Buyers are consummating the Transactions in “good faith” within the meaning of section 363(m) of the

Bankruptcy Code and none of the Buyers is an “insider” of any Debtor (as defined under section

3 Case 20-10755-BLS Doc 457 Filed 07/21/20 Page 4 of 24

101(31) of the Bankruptcy Code). Each Buyer has proceeded in good faith in all respects in connection with the Transactions. Each Buyer is therefore entitled to all of the protections afforded under section 363(m) of the Bankruptcy Code.

H. On June 26, 2020, this Court entered its order confirming the Second Amended

Chapter 11 Plan of Liquidation of RAVN Air Group, Inc. and its Affiliated Debtors (the “Plan”).

None of the Transactions constitute a sub rosa chapter 11 plan. The Transactions neither impermissibly restructure the rights of the Debtors’ creditors nor impermissibly dictate a chapter

11 plan for any of the Debtors.

IV. Highest or Otherwise Best Offer.

I. The Debtors’ marketing process with respect to the Acquired Assets afforded a full, fair, and reasonable opportunity for any person or entity to make a higher or otherwise better offer to purchase the Acquired Assets under the circumstances, as approved in the Bid Procedures Order.

Each APA constitutes the highest or otherwise best offer for the respective Acquired Assets, and the Debtors’ determination that the APAs constitute the highest or otherwise best offer for the

Acquired Assets constitutes a valid and sound exercise of the Debtors’ business judgment.

J. Approval of the Sale Motion and the APAs and the consummation of the

Transactions is in the best interests of the Debtors’ chapter 11 estates, their creditors, and other parties in interest. The Transactions should be approved.

V. No Merger.

K. None of the Buyers is a mere continuation of the Debtors or their estates, or any of them, and there is no continuity of enterprise between the Buyers and the Debtors, or any of them.

No Buyer is holding itself out to the public as a continuation of the Debtors. No Buyer is a successor to the Debtors or their estates by reason of any theory of law or equity, and the

4 Case 20-10755-BLS Doc 457 Filed 07/21/20 Page 5 of 24

Transactions do not amount to a consolidation, merger, or de facto merger of the Buyers and the

Debtors, or any of them.

VI. Validity of Transfer.

L. The APAs were not entered into for the purpose of hindering, delaying, or defrauding creditors under the Bankruptcy Code or under the laws of the United States, any state, territory, possession, or the District of Columbia. None of the Debtors or the Buyers are entering into the transactions contemplated by the APAs fraudulently for the purpose of statutory or common law fraudulent conveyance or fraudulent or voidable transfer claims.

M. The Debtors are the sole and lawful owners of the Acquired Assets. The Acquired

Assets constitute property of the Debtors’ estates and title thereto is vested in the Debtors’ estates within the meaning of section 541(a) of the Bankruptcy Code. Except as otherwise provided in this Sale Order, subject to section 363(f) of the Bankruptcy Code, the transfer of each of the

Acquired Assets to the respective Buyer will be, as of the Closing Date, a legal, valid, and effective transfer of the Acquired Assets, which transfer vests or will vest each Buyer with all right, title, and interest of the Debtors to the respective Acquired Assets free and clear of (a) all liens

(including any liens as that term is defined in section 101(37) of the Bankruptcy Code) and encumbrances relating to, accruing, or arising at any time prior to the Closing Date (collectively, the “Liens”) and (b) all debts arising under, relating to, or in connection with any act of the Debtors or claims (as that term is defined in section 101(5) of the Bankruptcy Code), liabilities, obligations, demands, guaranties, options in favor of third parties, rights, contractual commitments, restrictions, interests, mortgages, hypothecations, charges, indentures, loan agreement, instruments, collective bargaining agreement, leases, licenses, deeds of trust, security interests, conditional sale or other title retention agreements, pledges, judgments, claims for reimbursement, contribution, indemnity, exoneration, infringement, products liability, alter-ego, and matters of any

5 Case 20-10755-BLS Doc 457 Filed 07/21/20 Page 6 of 24

kind and nature, whether arising prior to or subsequent to the commencement of these cases, and whether imposed by agreement, understanding, law, equity, or otherwise (including, without limitation, rights with respect to Claims (as defined below) and Liens (A) that purport to give to any party a right of setoff or recoupment against, or a right or option to effect any forfeiture, modification, profit sharing interest, right of first refusal, purchase or repurchase right or option, or termination of, any of the Debtors’ or the Buyers’ interests in the Acquired Assets, or any similar rights, or (B) in respect of taxes, restrictions, rights of first refusal, charges of interests of any kind or nature, if any, including, without limitation, any restriction of use, voting, transfer, receipt of income or other exercise of any attributes of ownership) (collectively, as defined in this clause (b),

“Claims”), relating to, accruing or arising any time prior to entry of this Sale Order, with the exception of any such Liens or Claims that are expressly assumed by a Buyer or otherwise permitted under the respective APA (the “Permitted Obligations”), including, for the avoidance of doubt, Cure Costs or any other obligations arising under the Assumed Contracts to the extent expressly set forth in the APAs.

N. Subject to the entry of this Sale Order, each Debtor: (i) has full requisite corporate or other organizational power and authority to execute, deliver, and perform its obligations under the APAs and all other documents contemplated thereby and (ii) has taken all requisite corporate or other organizational action and formalities necessary to authorize and approve the execution, delivery, and performance of its obligations under the APAs and to consummate the Transactions, including as required by their respective organizational documents, and, upon execution thereof, the APAs and the related documents were or will be duly and validly executed and delivered by such Debtor and enforceable against such Debtor in accordance with their terms and, assuming due authorization, execution, and delivery thereof by the other parties thereto, constituted or will

6 Case 20-10755-BLS Doc 457 Filed 07/21/20 Page 7 of 24

constitute a valid and binding obligation of such Debtor. No government, regulatory, or other consents or approvals, other than those expressly provided for in the APAs, were required for the execution, delivery, and performance by the Debtors of the APAs or the consummation of the

Transactions contemplated thereby. No consents or approvals of the Debtors, other than those expressly provided for in the APAs or this Sale Order, are required for the Debtors to consummate the Transactions.

VII. Transfer of the Acquired Assets Free and Clear.

O. The conditions of section 363(f) of the Bankruptcy Code have been satisfied in full; therefore, the Debtors may sell the Acquired Assets free and clear of any interest in the property other than the Permitted Obligations or as otherwise set forth in this Sale Order.

P. The Buyers would not have entered into the APAs and would not consummate the

Transactions contemplated thereby if the sale and/or transfer of the Acquired Assets to the Buyers were not free and clear of all Liens and Claims, other than Permitted Obligations with respect to the Acquired Assets, or if the Buyers would, or in the future could, be liable for any of such Liens and Claims (other than the Permitted Obligations).

Q. The Debtors may sell the Acquired Assets free and clear of all Liens and Claims against the Debtors, their estates, or any of the Acquired Assets (except the Permitted Obligations) because, in each case, one or more of the standards set forth in section 363(f)(l)-(5) of the

Bankruptcy Code has been satisfied. Those holders of Liens or Claims against the Debtors, their estates, or any of the Acquired Assets who did not object, or who withdrew their objections, to the

Transactions or the Sale Motion are deemed to have consented pursuant to section 363(f)(2) of the

Bankruptcy Code. All other holders of Liens or Claims (except to the extent that such Liens or

Claims are Permitted Obligations) are adequately protected by having their Liens or Claims, if any, in each instance against the Debtors, their estates, or any of the Acquired Assets, attach to the

7 Case 20-10755-BLS Doc 457 Filed 07/21/20 Page 8 of 24

net cash proceeds of the Purchase Price ultimately attributable to the Acquired Assets in which such creditor alleges a Lien or Claim, in the same order of priority, with the same validity, force, and effect that such Liens or Claims had prior to the Transactions, subject to any claims and defenses that the Debtors and their estates may possess with respect thereto.

R. Each Transaction is deemed a sale under the Plan entitled to all of the protections associated with a sale under a plan, including without limitation the protections afforded to recipients of the Debtors’ assets pursuant to sections 363 and 1123(a)(5) of the Bankruptcy Code, under the Plan, and exemption from certain taxes pursuant to Bankruptcy Code section 1146.

VIII. Cure Costs and Adequate Assurance of Future Performance.

S. The assumption and assignment to each Buyers of the Assumed Contracts listed in the respective APA (as further defined in each APA, the “Assumed Contracts”) pursuant to the terms of this Sale Order is integral to the respective APA and is in the best interests of the Debtors and their estates, their creditors, and all other parties in interest, and represents the reasonable exercise of sound and prudent business judgment by the Debtors. Subject to the terms and conditions of the respective APA, each Buyer shall cure, or provide adequate assurance of cure, of any default existing prior to the date hereof with respect to the applicable Assumed Contracts, within the meaning of sections 365(b)(1)(A) and 365(f)(2)(A) of the Bankruptcy Code. Each

Buyer’s promise to pay the Cure Costs shall constitute adequate assurance of future performance within the meaning of sections 365(b)(1)(C) and 365(f)(2)(B) of the Bankruptcy Code.

IX. Compelling Circumstances for an Immediate Sale.

T. Good and sufficient reasons for approval of the APAs and the Transactions have been articulated. The relief requested in the Sale Motion is in the best interests of the Debtors, their estates, their creditors, and other parties in interest. The Debtors have demonstrated both (a) good, sufficient, and sound business purposes and justifications for approving the APAs and

8 Case 20-10755-BLS Doc 457 Filed 07/21/20 Page 9 of 24

(b) compelling circumstances for the Transactions outside the ordinary course of business, pursuant to section 363(b) of the Bankruptcy Code, and outside of a plan of reorganization, in that, among other things, the immediate consummation of each Transaction with the respective Buyer is necessary and appropriate to maximize the value of the Debtors’ estates and the Transactions will provide the means for the Debtors to maximize distributions to creditors.

NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT:

I. General Provisions.

1. The findings and conclusions set forth herein constitute the Court’s findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable to these chapter 11 cases pursuant to Bankruptcy Rule 9014. To the extent that any of the following findings of fact constitute conclusions of law, they are adopted as such. To the extent any of the following conclusions of law constitute findings of fact, they are adopted as such.

2. The relief requested in the Sale Motion and the Transactions contemplated thereby and by the APAs are approved as set forth in this Sale Order and on the record of the Sale Hearing, which is incorporated herein as if set forth fully in this Sale Order, and the Transactions contemplated thereby are approved.

3. All objections to the Sale Motion, the Transactions, or the relief requested therein that have not been withdrawn, waived, or settled as announced to the Court at the Sale Hearing or by stipulation filed with the Court, and all reservations of rights included in such objections or otherwise, are hereby denied and overruled on the merits with prejudice. Those parties who did not object or withdrew their objections to the Sale Motion are deemed to have consented pursuant to section 363(f)(2) of the Bankruptcy Code.

9 Case 20-10755-BLS Doc 457 Filed 07/21/20 Page 10 of 24

II. Approval of the APAs.

4. The APAs and all other ancillary documents, and all of the terms and conditions thereof, are hereby approved, pursuant to sections 105, 363, 364, and 554 of the Bankruptcy Code and Bankruptcy Rules 2002, 4001, 6004, and 9014, each as applicable.

5. Pursuant to sections 363(b) and (f) of the Bankruptcy Code, the Debtors are authorized and empowered to take any and all actions necessary or appropriate to (a) consummate each Transaction pursuant to and in accordance with the terms and conditions of the applicable

APA, (b) close each Transaction as contemplated in the applicable APA and this Sale Order, and

(c) execute and deliver, perform under, consummate, implement, and fully close each APA, including the assumption and assignment to the Buyers of the applicable Assumed Contracts, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the APAs and the Transactions.

6. Subject to the restrictions set forth in this Sale Order and the applicable APA, the

Debtors and each Buyer are authorized to take any and all actions as may be necessary or desirable to implement the applicable Transaction, and any actions taken by the Debtors or the Buyers necessary or desirable to implement the Transactions prior to the date of this Sale Order, hereby are approved and ratified.

7. This Sale Order and the terms and provisions of each APA shall be binding in all respects upon the Debtors, their affiliates, their estates, all creditors of and holders of equity interests in any Debtor, any holders of Liens, Claims, or other interests (whether known or unknown) in, against, or on all or any portion of the Acquired Assets, all counterparties to any executory contract or unexpired lease of the Debtors, the respective Buyer and all successors and assigns of such Buyer, the Acquired Assets, and any trustees, examiners, or receivers, if any, subsequently appointed in any of the Debtors’ chapter 11 cases or upon a conversion to chapter 7

10 Case 20-10755-BLS Doc 457 Filed 07/21/20 Page 11 of 24

under the Bankruptcy Code of any of the Debtors’ cases. The APAs shall not be subject to rejection or avoidance by the Debtors, their estates, their creditors, their equity holders, or any trustees, examiners, or receivers. Any trustee appointed in these cases (including a Chapter 7 trustee) shall be and hereby is authorized to operate the business of the Debtors to the fullest extent necessary to permit compliance with the terms of this Sale Order. This Sale Order and the APAs shall inure to the benefit of the Debtors, their estates and creditors, the respective Buyer, and the respective successors and assigns of each of the foregoing.

III. Transfer of the Acquired Assets.

8. Except as otherwise provided in this Sale Order, pursuant to sections 105(a),

363(b), 363(f), 365(b), and 365(f) of the Bankruptcy Code, the Debtors are authorized to transfer the applicable Acquired Assets to the Buyers and in accordance with the terms of the applicable

APA and such transfer shall constitute a legal, valid, binding, and effective sale and shall vest the applicable Buyer with title to the applicable Acquired Assets, and, other than the Permitted

Obligations, the Acquired Assets shall be free and clear of all Liens, Claims, and other interests of any kind or nature whatsoever, with all such Liens, Claims, or other interests to attach to the cash proceeds of the applicable Purchase Price ultimately attributable to the property against or in which such Liens, Claims, or other interests are asserted, subject to the terms thereof, with the same validity, force, and effect, and in the same order of priority, which such Liens, Claims, or other interests had prior to the Transactions, subject to any rights, claims, and defenses the Debtors or their estates, as applicable, may possess with respect thereto.

9. The Debtors are hereby authorized to take any and all actions necessary to consummate the APAs, including any actions that otherwise would require further approval by shareholders, members, or its board of directors, as the case may be, without the need of obtaining such approvals.

11 Case 20-10755-BLS Doc 457 Filed 07/21/20 Page 12 of 24

10. The provisions of Rule 70 of the Federal Rules of Civil Procedure, made applicable to these Cases by Bankruptcy Rule 7070, are specifically made applicable to Icecap, LLC and the

Frontier Alaska Aviation Trust. JJM, Inc. is authorized to direct Icecap, LLC, as trustee for the

Frontier Alaska Aviation Trust, to execute all documents and take all actions, including the delivery of assets, necessary to implement and/or consummate the APAs and this Sale Order. JJM,

Inc. is authorized to execute all such documents and take all such actions on behalf of Icecap, LLC and the Frontier Alaska Aviation Trust, and such documents and actions will have the same effect as if executed or performed by Icecap, LLC or the Frontier Alaska Aviation Trust, as applicable.

11. The sale of the Acquired Assets to the Buyers pursuant to the APAs and the consummation of the transactions contemplated by the APAs do not require any consents other than as specifically provided for in the APAs or this Sale Order. Each and every federal, state, and local governmental agency or department is hereby authorized to accept any and all documents and instruments necessary and appropriate to consummate the transactions contemplated by the

APAs. A certified copy of this Sale Order may be filed with the appropriate clerk or recorded with the recorder of any state, county, or local authority to act to cancel any of the Liens, Claims, and other encumbrances of record except those assumed as Permitted Obligations.

12. If any person or entity that has filed statements or other documents or agreement evidencing Claims or Liens on, or interests in, all or any portion of the Acquired Assets (other than statements or documents with respect to Permitted Obligations) shall not have delivered to the

Debtors, in proper form for filing and executed by the appropriate parties, termination statements, instruments of satisfaction, releases of liens and easements, and any other documents necessary for the purpose of documenting the release of all Claims, Liens, or interests which the person or entity has or may assert with respect to all or any portion of the Acquired Assets, the Debtors are

12 Case 20-10755-BLS Doc 457 Filed 07/21/20 Page 13 of 24

hereby authorized, and each Buyer is hereby authorized, on behalf of the Debtors and the Debtors’ creditors, to execute and file such statements, instruments, releases and other documents on behalf of such person or entity with respect to the applicable Acquired Assets. The Debtors and the Buyers are each authorized to file a copy of this Sale Order, which, upon filing, shall be conclusive evidence of the release and termination of such Claim, Lien, or interest.

13. This Sale Order is and shall be binding upon and govern the acts of all persons and entities, including, without limitation, all filings, filing officers, title agents, title companies, recorders of mortgages, recorders of deeds, registrars of deeds, administrative agencies, governmental departments, secretaries of state, federal, state, and local officials, and all other persons and entities who may be required by operation of law, the duties of their office, 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 any lease; and each of the foregoing persons and entities is hereby directed to accept for filing any and all of the documents and instruments necessary and appropriate to consummate the transactions contemplated by the APAs.

14. Except as otherwise provided in this Sale Order, all persons and entities that are presently, or on the Closing may be, in possession of some or all of the Acquired Assets to be sold, transferred, or conveyed to the Buyers pursuant to any of the APAs are hereby directed to surrender possession of the Acquired Assets to the applicable Buyer on the Closing Date. Subject to the terms, conditions, and provisions of this Sale Order, all persons and entities are hereby forever prohibited and enjoined from taking any action that would adversely affect or interfere with the ability of the Debtors to sell and/or transfer the Acquired Assets to the Buyers in accordance with the terms of the APAs and this Sale Order.

13 Case 20-10755-BLS Doc 457 Filed 07/21/20 Page 14 of 24

15. Except as otherwise provided in this Sale Order, to the maximum extent permitted by applicable law, and in accordance with the APAs, the Buyers shall be authorized, as of the

Closing, to operate under any license, permit, registration, and governmental authorization or approval (collectively, the “Licenses”) of the Debtors with respect to the Acquired Assets and the

Transactions. To the extent any Buyer cannot operate under any Licenses in accordance with the previous sentence, such Licenses shall be in effect while such Buyer, with assistance from the

Debtors, works promptly and diligently to apply for and secure all necessary government approvals for new issuance of Licenses to the applicable Buyer.

16. Notwithstanding anything in this Sale Order, subject to section 525(a) of the

Bankruptcy Code, no governmental unit may revoke or suspend any right, license, trademark, or other permission relating to the use of the Acquired Assets sold, transferred, or conveyed to the

Buyers on account of the filing or pendency of these Chapter 11 Cases; provided, however, that notwithstanding anything in this Sale Order to the contrary, unless otherwise approved or determined by the FAA, the Debtor’s FAA Operating Certificates are non-transferable. The FAA may issue a new operating certificate to the Buyer only after the FAA has evaluated the Buyer and determined that it is properly and adequately equipped and able to conduct safe operations in accordance with applicable federal law. The DOT Certificate cannot be transferred without the prior approval of the Department of Transportation.

IV. Assumption and Assignment of Assumed Contracts.

17. The Debtors are hereby authorized and directed in accordance with sections 105(a),

363, and 365 of the Bankruptcy Code to (a) assume and assign to each Buyer, in accordance with the terms of the applicable APA, the Assumed Contracts under such applicable APA free and clear of all Liens, Claims, and other interests of any kind or nature whatsoever (other than the Permitted

Obligations), and (b) execute and deliver to each Buyer such documents or other instruments as

14 Case 20-10755-BLS Doc 457 Filed 07/21/20 Page 15 of 24

each such Buyer deems may be necessary to assign and transfer the applicable Assumed Contracts to each such Buyer.

18. Except as otherwise provided in this Sale Order, with respect to the Assumed

Contracts: (a) the Debtors may assume each of the Assumed Contracts in accordance with section

365 of the Bankruptcy Code; (b) the Debtors may assign each Assumed Contract in accordance with sections 363 and 365 of the Bankruptcy Code, and any provisions in any Assumed Contract that prohibit or condition the assignment of such Assumed Contract or allow the party to such

Assumed Contract to terminate, recapture, impose any penalty, condition renewal or extension, or modify any term or condition upon the assignment of such Contract, constitute unenforceable anti- assignment provisions which are void and of no force and effect; (c) all other requirements and conditions under sections 363 and 365 of the Bankruptcy Code for the assumption by the Debtors and assignment to the applicable Buyer of each Assumed Contract have been satisfied; and (d) the

Assumed Contracts shall be transferred and assigned to, and following the closing of the applicable

Transaction remain in full force and effect for the benefit of, the applicable Buyer, notwithstanding any provision in any such Assumed Contract (including those of the type described in sections

365(b)(2) and (f) of the Bankruptcy Code) that prohibits, restricts, or conditions such assignment or transfer.

19. All defaults or other obligations of the Debtors under the Assumed Contracts arising or accruing prior to the closing of the Transaction, or required to be paid pursuant to section

365 of the Bankruptcy Code in connection with the assumption and assignment of the Assumed

Contracts, shall be cured by the applicable Buyer in the amount as set forth in, and pursuant to the terms of, the applicable APA.

15 Case 20-10755-BLS Doc 457 Filed 07/21/20 Page 16 of 24

20. Upon the Closing of a Transaction, in accordance with sections 363 and 365 of the

Bankruptcy Code, the Buyer with respect to such Transaction shall be fully and irrevocably vested in all right, title, and interest of each Assumed Contract that is an Assumed Contract under such

Transaction. To the extent provided in the applicable APA, the Debtors shall cooperate with, and take all actions reasonably requested by, the applicable Buyer to effectuate the foregoing.

21. Except as otherwise provided in this Sale Order, each Assumed Contract counterparty is deemed to have consented to assumption and assignment, and the applicable Buyer shall be deemed to have demonstrated adequate assurance of future performance with respect to such Assumed Contract pursuant to sections 365(b)(1)(C) and 365(f)(2)(B) of the Bankruptcy

Code.

22. Upon the Debtors’ assignment of the Assumed Contracts to a Buyer under the provisions of this Sale Order, any additional orders of this Court, and the applicable Buyer’s payment of any Cure Costs pursuant to the terms of the applicable APA, no default shall exist under any Assumed Contract, and no counterparty to any Assumed Contract shall be permitted (a) to declare a default by the applicable Buyer under such Assumed Contract or (b) to otherwise take action against the applicable Buyer as a result of any Debtors’ financial condition, bankruptcy, or failure to perform any of its obligations under the relevant Assumed Contract. Each non-Debtor party to an Assumed Contract hereby is also forever barred, estopped, and permanently enjoined from (i) asserting against the Debtors or the Buyers, or the property of any of them, any default or

Claim arising out of any indemnity obligation or warranties for acts or occurrences arising prior to or existing as of the closing of the applicable Transaction, or, against the applicable Buyer, any counterclaim, defense, setoff, or any other Claim asserted or assertable against the Debtors and

(ii) imposing or charging against the Buyers or their respective affiliates any rent accelerations,

16 Case 20-10755-BLS Doc 457 Filed 07/21/20 Page 17 of 24

assignment fees, increases, or any other fees as a result of the Debtors’ assumption and assignments to the Buyers of the Assumed Contracts.

23. Each Buyer shall be deemed to be substituted for the Debtors as a party to the applicable Assumed Contracts.

24. All counterparties to the Assumed Contracts shall cooperate and expeditiously execute and deliver, upon the reasonable requests of the Buyers, and shall not charge the Debtors or the Buyers for any instruments, applications, consents, or other documents that may be required or requested by any public authority or other party or entity to effectuate the applicable transfers in connection with the sale of the Acquired Assets.

25. For the avoidance of doubt, the assumption and assignment and transfer of any contract or lease with the United States and/or the provision of essential air service shall require the consent of the United States.

26. For the avoidance of doubt, no contract or lease between any of the Debtors and

Alaska Air Group, Inc., Alaska Airlines, Inc. or Horizon Air Industries, Inc. (collectively “Alaska

Airlines”) is being assumed, assigned or transferred pursuant to any APA or this Sale Order except the Debtors’ rights and obligations under the Alaska Airlines Subleases (defined below). The assumption and assignment and transfer of any contract or lease with Alaska Airlines shall require the consent of Alaska Airlines.

27. Notwithstanding any provision in this Sale Order, the assignment, assumption, sale, and transfer of the leases between the Debtors and the State of Alaska at Dillingham and King

Salmon and any real or personal property related thereto is subject to the Sublease and Lease

Agreement to prime lease ADA-50736, and the Sublease and Lease Agreement to prime lease

17 Case 20-10755-BLS Doc 457 Filed 07/21/20 Page 18 of 24

ADA-08841 between the Debtors and Alaska Airlines (collectively, the “Alaska Airlines

Subleases”).

V. Prohibition of Actions Against the Buyers.

28. Except for the Permitted Obligations in the case of the Acquired Assets, or as otherwise expressly provided for in this Sale Order or the applicable APA, the Buyers shall not have any liability or other obligation of the Debtors arising under or related to any of the Acquired

Assets. Without limiting the generality of the foregoing, and except as otherwise specifically provided herein or in the applicable APA, the Buyers shall not be liable for any Claims or Liens against the Debtors or any of their predecessors or affiliates, and the Buyers shall have no successor or vicarious liabilities of any kind or character, including, but not limited to, under any theory of antitrust, environmental, successor, or transferee liability, labor law, de facto merger, mere continuation, or substantial continuity, whether known or unknown, now existing or hereafter arising, whether fixed or contingent, whether asserted or unasserted, whether legal or equitable, whether liquidated or unliquidated, including, but not limited to, liabilities on account of warranties, intercompany loans, and receivables among the Debtors, and any taxes arising, accruing, or payable under, out of, in connection with, or in any way relating to the operation of any of the Acquired Assets except as expressly assumed under the applicable APA.

29. Pursuant to Bankruptcy Code section 1146(a), any transfer of the Acquired Assets to the Buyers or made in connection with the Transactions shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp act, real estate transfer tax, mortgage recording tax, Uniform Commercial Code filing or recording fee, regulatory filing or recording fee, or other similar tax or governmental assessment to the fullest extent contemplated by Bankruptcy Code section 1146(a). The appropriate state or local governmental officials or agents shall forgo the collection of any such tax or governmental

18 Case 20-10755-BLS Doc 457 Filed 07/21/20 Page 19 of 24

assessment and shall accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment.

30. Except with respect to Permitted Obligations, or as otherwise permitted by the applicable APA or this Sale Order, all persons and entities, including, but not limited to, all debt security holders, equity security holders, governmental, tax and regulatory authorities, lenders, trade creditors, litigation claimants, and other creditors, holding Liens, Claims, or other interests of any kind or nature whatsoever against or in all or any portion of the Acquired Assets (whether legal or equitable, secured or unsecured, matured or unmatured, contingent or non-contingent, liquidated or unliquidated, senior or subordinate), arising under or out of, in connection with, or in any way relating to the Debtors, the Acquired Assets, the operation of the Debtors’ business prior to the closing of the Transactions, or the transfer of the Acquired Assets to the Buyers, hereby are forever barred, estopped, and permanently enjoined from asserting against the Buyers, any of the foregoing’s affiliates, successors, or assigns, their property or the Acquired Assets, such persons’ or entities’ Liens, Claims, or interests in and to the Acquired Assets, including, without limitation, the following actions: (a) commencing or continuing in any manner any action or other proceeding against the Purchase and each of its affiliates, successors, Acquired Assets or properties;

(b) enforcing, attaching, collecting, or recovering in any manner any judgment, award, decree, or order against the Buyers, and each of their respective affiliates, successors, Acquired Assets, or properties; (c) creating, perfecting, or enforcing any Lien or other Claim against the Buyers, and each of their respective affiliates, successors, Acquired Assets, or properties; (d) asserting any setoff, right of subrogation, or recoupment of any kind against any obligation due the Buyers or their respective affiliates or successors; (e) commencing or continuing any action, in any manner or place, that does not comply or is inconsistent with the provisions of this Sale Order or other

19 Case 20-10755-BLS Doc 457 Filed 07/21/20 Page 20 of 24

orders of the Court, or the APAs or actions contemplated or taken in respect thereof; or (f) revoking, terminating, or failing or refusing to transfer or renew any license, permit, or authorization to operate any of the Acquired Assets or conduct any of the businesses operated with the Acquired Assets.

31. Except as otherwise provided in this Sale Order, all persons and entities are hereby forever prohibited and enjoined from taking any action that would adversely affect or interfere with the ability of the Debtors to sell and transfer the Acquired Assets to the Buyers in accordance with the terms of the respective APA or this Sale Order.

32. Except as provided in the respective APA and this Sale Order and without limiting other applicable provisions of this Sale Order, the Buyers are not, by virtue of the consummation of the Transactions, assuming, nor shall it be liable or responsible for, as a successor or otherwise

(including with respect to successor or vicarious liabilities of any kind or character), under any theory of law or equity, including any theory of antirust, environmental successor or transferee liability, labor law, de facto merger, or substantial continuity, whether known or unknown, now existing or hereafter raised, which may be asserted or unasserted, fixed or contingent, liquidated or unliquidated with respect to the Debtors, or any of their predecessors or affiliates or any obligations of the Debtors or their predecessors or affiliates, for any liabilities, debts, commitments, or obligations (whether known or unknown, disclosed or undisclosed, absolute, contingent, inchoate, fixed or otherwise) in any way whatsoever relating to or arising from the

Acquired Assets or the Debtors’ operation of their businesses or use of the Acquired Assets or any such liabilities, debts, commitments, or obligations that in any way whatsoever are to be observed, paid, discharged, or performed (in each case, including any liabilities that result from, relate to or arise out of tort or product liability claims), or any liabilities calculable by reference to the Debtors

20 Case 20-10755-BLS Doc 457 Filed 07/21/20 Page 21 of 24

or their Acquired Assets or operations (including by reference to the Debtors’ experience or similar ratings), or relating to continuing conditions existing, including with respect to any of Debtors’ predecessors or affiliates, which liabilities, debts, commitments, and obligations are hereby extinguished insofar as they may give rise to successor liability, without regard to whether the claimant asserting any such liabilities, debts, commitments, or obligations has delivered to the

Buyers a release thereof. The Buyers have each given substantial consideration under the respective APA for the benefit of the holders of any Liens or Claims. The consideration given by the Buyers shall constitute valid and valuable consideration for the releases of any potential claims of successor liability of the Buyers, which releases shall be deemed to have been given in favor of each Buyer by all holders of Liens or Claims against or interests in the Debtors or any of the

Acquired Assets.

VI. Other Provisions.

33. The consideration provided by each Buyer to the Debtors pursuant to the applicable

APA for the Acquired Assets constitutes reasonably equivalent value and fair consideration under the Bankruptcy Code, Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act,

Uniform Voidable Transactions Act, and under the laws of the United States, any state, territory, possession, or the District of Columbia.

34. The transactions contemplated by each APA are undertaken by the respective Buyer without collusion and in good faith, as that term is defined in section 363(m) of the Bankruptcy

Code, and, accordingly, the reversal or modification on appeal of the authorization provided herein to consummate the applicable Transaction shall not affect the validity of such Transaction, or the assumption and assignment of the Assumed Contracts, unless such authorization and such

Transaction are duly stayed pending such appeal. Each Buyer is a good faith buyer within the

21 Case 20-10755-BLS Doc 457 Filed 07/21/20 Page 22 of 24

meaning of section 363(m) of the Bankruptcy Code and, as such, is each entitled to the full protections of section 363(m) of the Bankruptcy Code.

35. For cause shown, pursuant to Bankruptcy Rules 6004(h) and 7062(g), this Sale

Order shall not be stayed, shall be effective immediately upon entry, and the Debtors and the

Buyers are authorized to close the Transactions immediately upon entry of this Sale Order.

36. The failure to specifically include any particular provision of any APA in this Sale

Order shall not diminish or impair the effectiveness of such provision, it being the intent of the

Court that each APA be authorized and approved in its entirety; provided that this Sale Order shall govern if there is any inconsistency between each APA (including all ancillary documents executed in connection therewith) and this Sale Order.

37. The APAs and any related documents or other instruments may be modified, amended, or supplemented by the parties thereto and in accordance with the terms thereof, without further order of the Court.

38. Nothing in this Sale Order or the APAs releases, nullifies, precludes or enjoins the enforcement of any police or regulatory liability to a governmental unit that any entity would be subject to as the post-sale owner or operator of property after the date of entry of this Sale Order.

Nothing in this Sale Order or the APAs authorizes the transfer or assignment of any governmental

(a) license, (b) permit, (c) registration, (d) authorization, or (e) approval, or the discontinuation of any obligation thereunder, without compliance with all applicable legal requirements and approvals under police or regulatory law. Nothing in this Sale Order divests any tribunal of any jurisdiction it may have under police or regulatory law to interpret this Sale Order or to adjudicate any defense asserted under this Order. Nothing in this Sale Order shall enjoin, release, impair or otherwise preclude the United States from pursuing any criminal action or any police or regulatory

22 Case 20-10755-BLS Doc 457 Filed 07/21/20 Page 23 of 24

action or from pursuing any liability to the United States that is not a “claim” within the meaning of section 101(5) of the Bankruptcy Code.

39. Nothing in this Sale Order shall enjoin, release, impair or otherwise preclude the

United States from exercising any valid and otherwise enforceable right of setoff or recoupment subsequent to the Petition Date, and such rights are preserved.

40. For the avoidance of doubt, to the extent that Saab Defense and Security USA LLC n/k/a Saab, Inc. has any setoff or recoupment rights in existence as of the Petition Date that are valid and not avoidable, nothing in this Sale Order or in any documents, agreements or orders associated with or entered into in connection with the Sale Order or sale shall impair such rights, and nothing in this Sale Order or in any of the documents set forth in this paragraph shall impair any setoff or recoupment rights that are valid and not avoidable in existence subsequent to the

Petition Date, and the Debtors, their estates and the Liquidation Trust as a successor in interest to the Debtors reserve all of their rights with respect to any prepetition or post-petition setoff and recoupment.

41. Except as otherwise provided in this Sale Order, the Court shall retain exclusive jurisdiction to, among other things, interpret, implement, and enforce the terms and provisions of this Sale Order and the APAs, all amendments thereto, and any waivers and consents thereunder and each of the agreements executed in connection therewith to which any Debtor is a party or which has been assigned by the Debtors to a Buyer, and to adjudicate, if necessary, any and all disputes concerning or relating in any way to the Transactions, including, but not limited to, retaining jurisdiction to: (a) compel delivery of the Acquired Assets to a Buyer; (b) interpret, implement, and enforce the provisions of this Sale Order; (c) protect the Buyers against any Liens,

Claims, or other interest in or against the Debtors or the Acquired Assets of any kind or nature

23 Case 20-10755-BLS Doc 457 Filed 07/21/20 Page 24 of 24

whatsoever; and (d) enter any orders under sections 363 and 365 of the Bankruptcy Code with respect to the Assumed Contracts.

42. To the extent that this Sale Order is inconsistent with any prior order or pleading with respect to the Sale Motion in these chapter 11 cases, the terms of this Sale Order shall govern.

BRENDAN L. SHANNON UNITED STATES BANKRUPTCY Dated: July 21st, 2020 Wilmington, JUDGE Delaware

24 Case 20-10755-BLS Doc 457-1 Filed 07/21/20 Page 1 of 19

EXHIBIT A - 1 Case 20-10755-BLS Doc 457-1 Filed 07/21/20 Page 2 of 19

ASSET PURCHASE AGREEMENT

by and among

RAVN AIR GROUP, INC.,

JJM, INC.,

FRONTIER FLYING SERVICE, INC.,

HAGELAND AVIATION SERVICES, INC.

and

Bering Air, INC.

July 9, 2020

146484.01601/123527937v.8 Case 20-10755-BLS Doc 457-1 Filed 07/21/20 Page 3 of 19

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of July 9, 2020 (the “Effective Date”), is made by and between Ravn Air Group, Inc, a Delaware corporation (“RAG”), JJM, Inc. (“JJM”), Frontier Flying Service, Inc. (“FFS”), Hageland Aviation Services, Inc. (“HAS”, together with RAG, JJM and FFS, “Seller”), and Bering Air Inc., an Alaska Business (“Buyer”). Capitalized terms used in this Agreement are defined in Article 10.

A. Seller provides air transportation and logistics services to the passenger, mail, charter and freight markets in Alaska (the “Business”).

B. On April 5, 2020 (the “Petition Date”), RAG, Ravn Air Group Holdings, LLC (“RAG Holdings”), JJM, HoTH, Inc. (“HoTH”), Peninsula Aviation Services, Inc. (“PAS”), Corvus Airlines, Inc. (“Corvus”), FFS and HAS each filed a voluntary petition for relief pursuant to chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), commencing the chapter 11 cases captioned In re Ravn Air Group, Inc., Case No. 20-10755 (the “RAG Case”), In re Ravn Air Group Holdings, LLC, Case No. 20-10756 (the “RAG Holdings Case”), In re JJM, Inc., Case No. 20-10757 (the “JJM Case”), In re HoTH, Inc., Case No. 20-10758 (the “HoTH Case”), In re Peninsula Aviation Services, Inc., Case No. 20-10762 (the “PAS Case”), In re Corvus Airlines, Inc., Case No. 20-10759 (the “Corvus Case”), In re Frontier Flying Service, Inc., Case No. 20-10760 (the “FFS Case”) and In re Hageland Aviation Services, Inc., Case No. 20-10761 (the “HAS Case” and together with the RAG Case, the RAG Holdings Case, the JJM Case, the HoTH Case, the PAS Case, the Corvus Case and the FFS Case, the “RAVN Bankruptcy Cases”).

C. On April 7, 2020, the Bankruptcy Court entered an order consolidating the RAVN Bankruptcy Cases for procedural purposes, and the RAVN Bankruptcy Cases are presently being administered under the caption and on the docket of the RAG Case.

D. Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the Acquired Assets and Buyer desires to assume the Assumed Liabilities pursuant to an order of the Bankruptcy Court approving such sale pursuant to §§ 105, 363, and 365 of the Bankruptcy Code (the “Sale Order”), all in the manner and subject to the terms and conditions set forth in this Agreement and the Sale Order and in accordance with other applicable provisions of the Bankruptcy Code.

E. The execution and delivery of this Agreement and Seller’s ability to consummate the transactions set forth herein are subject to, among other things, the entry of the Sale Order.

NOW, THEREFORE, Subject to approval of the Bankruptcy Court, Seller desires to sell, convey, assign, and transfer the Acquired Assets, and Buyer desires to purchase the Acquired Assets from Seller, for the consideration and on the terms set forth in this Agreement.

ARTICLE 1. PURCHASE AND SALE OF THE ACQUIRED ASSETS.

Section 1.1. 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 following property (the “Acquired Assets”):

(a) the real property listed in Exhibit A and all improvements, furniture and fixtures located at such real property (the “Real Property”);

Case 20-10755-BLS Doc 457-1 Filed 07/21/20 Page 4 of 19

(b) the tangible property listed in Exhibit A; and

Section 1.2. Excluded Assets. The Acquired Assets do not include any right, title, or interest of any Person, or any assets of Seller not expressly identified in Section 1.1 above as Acquired Assets (all such assets not being acquired by Buyer being herein referred to as the “Excluded Assets”).

Section 1.3. Assumption of Liabilities. At the Closing, Buyer shall assume, and Buyer hereby agrees to thereafter pay, perform, and discharge when due, and indemnify, defend, and hold harmless Seller, its Affiliates and all of their respective Related Persons from and against, all of the following liabilities (the “Assumed Liabilities”):

(a) all liabilities of Seller for Transaction Taxes payable in connection with the transactions contemplated by this Agreement;

(b) all Cure Costs with respect to the Assumed Contracts set forth on Exhibit A; and

(c) all liabilities and obligations arising on or after the Closing Date, relating to or arising out of the Acquired Assets.

Section 1.4. Retention of Liabilities. Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain liabilities and obligations of Seller (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”).

ARTICLE 2. CONSIDERATION

Section 2.1. Consideration. The aggregate consideration for the sale and transfer of the Acquired Assets will be $2,875,000 Dollars ($2,875,000) (the “Purchase Price”), which price shall be payable and deliverable in accordance with Section 3.3, plus payment of the Cure Costs and the assumption by Buyer of the Assumed Liabilities.

Section 2.2. Deposit. Concurrently with the execution and delivery of this Agreement, Buyer, on June 24, 2020, paid to Seller an amount equal to $170,000 as a deposit (the “Deposit”). If this Agreement is terminated without the Closing occurring, the Deposit shall be disbursed in accordance with Section 8.2. If the Closing occurs, the Deposit shall be applied (without interest) towards the Purchase Price.

-1-

Case 20-10755-BLS Doc 457-1 Filed 07/21/20 Page 5 of 19

Contracts on the terms set forth herein has been subject to competitive bids in an auction to be conducted in accordance with the Order (i)(a) Authorizing and Approving the Bidding Procedures, (b) Approving Procedures Related to the Assumption of Certain Executory Contracts and Unexpired Leases, (c) Approving the Notice Procedures, (d) Authorizing Entry into One or More Stalking Horse Agreements, and (e) Setting a Date for the Sale Hearing; and (ii) Authorizing and Approving (a) the Sale of Certain Assets Free and Clear of All Liens, Claims, Encumbrances, and Interests, (b) the Assumption of Certain Contracts, and (c) Payment of Bid Protections, If Applicable [Docket No. 295] (the “Auction”).

ARTICLE 3. CLOSING AND DELIVERIES

Section 3.1. Closing. The consummation of the transactions contemplated hereby (the “Closing”) shall take place on the date that is the first Business Day after the date on which all conditions to the obligations of Seller and Buyer to consummate the transactions contemplated by this Agreement have been satisfied or waived or the time to appeal the order of the bankruptcy court approving the sale has expired whichever is later (unless waived by the parties), or at such other location and time as shall be mutually agreed upon by Seller and Buyer in writing (the “Closing Date”), by electronic communications and transmission of PDF documents on the Closing Date. Subject to the provisions of Article 8, failure to consummate the purchase and sale provided for in this Agreement on the date and time and at the place determined pursuant to this Section 3.1 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement.

Section 3.2. Seller’s Deliveries. At the Closing, the sale, transfer, assignment, and delivery by Seller of the Acquired Assets to Buyer, as herein provided, shall be effected on the Closing Date by quitclaim deeds, bills of sale, endorsements, assignments, vehicle titles properly executed for sale, approval by the State of Alaska as the Lessor, and other instruments of transfer and conveyance, excluding any representations, warranties, or covenants, which shall otherwise be consistent with the terms of this Agreement and reasonably satisfactory in form and substance to Buyer and Seller.

Section 3.3. Buyer’s Deliveries. At the Closing:

(a) Buyer shall pay to Seller the Purchase Price by wire transfer of immediately available funds in accordance with instructions provided by the Seller;

(b) the Cure Costs, by wire transfer to such accounts as the creditor of Seller has directed payment, or if such payment is not yet due, to an account specified by Seller from which Seller will make payment to effectuate the cure of any default under an Assumed Contract; and

(c) Buyer shall execute and deliver to Seller an instrument of assumption of liabilities with respect to the Assumed Liabilities reasonably satisfactory in form and substance to counsel for Seller.

ARTICLE 4. REPRESENTATIONS AND WARRANTIES

Section 4.1. Representations and Warranties of Seller. Seller represents and warrants to Buyer as follows:

(a) Corporate Organization. Seller is a corporation duly organized and validly existing under the laws of the State of Delaware. Subject to any necessary authority from the Bankruptcy Court, Seller has all requisite corporate power and authority to own its properties and assets and to consummate the transactions contemplated hereby.

-2-

Case 20-10755-BLS Doc 457-1 Filed 07/21/20 Page 6 of 19

(b) Authorization and Validity. Seller has all requisite corporate power and authority to enter into this Agreement and, subject to the Bankruptcy Court’s entry of the Sale Order and the time for appeal has expired (unless waived by the parties), to carry out its obligations hereunder and thereunder. Seller's execution and delivery of this Agreement and its performance of its obligations hereunder have been duly authorized by all necessary corporate action of Seller, and no other action on the part of Seller is necessary to authorize such execution, delivery, and performance. This Agreement has been duly executed by Seller and, subject to the Bankruptcy Court’s entry of the Sale Order, Seller's obligations hereunder are valid, binding, and enforceable.

(c) Title and Ownership. Subject to the entry of the Sale Order, at the Closing, Seller will have the right to transfer the Acquired Assets to Buyer free and clear of all Liens and will not execute any agreement in conflict therewith. Except for the payment of rent prepetition and post petition rent, Seller has not received or is not aware of any breach of the Ground Leases which are in good standing with the State of Alaska.

Section 4.2. Representations and Warranties of Buyer. Buyer hereby represents and warrants to Seller as follows:

(a) Corporate Organization. Buyer is an Alaska corporation, duly formed, validly existing, and in good standing under the laws of the jurisdiction of its formation, and has all requisite power and authority to own its properties and assets.

(b) Authorization and Validity of Agreement. Buyer has all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder. Buyer's execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary action by the board of directors (or equivalent) of Buyer, and no other action on the part of Buyer is necessary to authorize such execution, delivery, and performance. This Agreement has been duly executed by Buyer and Buyer's obligations hereunder are valid, binding, and enforceable.

(c) No Conflict or Violation. The execution, delivery, and performance by Buyer of this Agreement does not and will not violate or conflict with any provision of the certificate of incorporation or by-laws (or equivalent 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 contract to which Buyer is a party or by which it is bound or to which any of its properties or assets is subject.

(d) Consents and Approvals. The execution, delivery, and performance of this Agreement does not and will not require the consent or approval of, or filing with, any government or any other Person except (i) as may be required to be obtained by Buyer after the Closing in order to own or operate any of the Acquired Assets, or as required by Article 5.1(b); (ii) for entry of the Sale Order by the Bankruptcy Court and the time for appeal has expired (unless waived by the parties); or (iii) for such consents, approvals, and filings, of which the failure to obtain or make would not materially impact the ability of Buyer to consummate the transactions contemplated hereby.

-3-

Case 20-10755-BLS Doc 457-1 Filed 07/21/20 Page 7 of 19

implied, as to the accuracy or completeness of any of the information provided or made available to Buyer or its Affiliates or Related Persons, except for the representations and warranties contained in Section 4.1 (which are subject to the limitations and restrictions contained in this Agreement); and (ii) agrees, to the fullest extent permitted by law, that none of Seller, its Affiliates, or any of their respective Related Persons shall have any liability or responsibility whatsoever to Buyer or its Affiliates or Related Persons on any basis (including, without limitation, in contract or tort, under federal or state securities laws, or otherwise) based upon any information provided or made available, or statements made, to Buyer or its Affiliates or Related Persons (or any omissions therefrom), including, without limitation, in respect of the specific representations and warranties of Seller set forth in this Agreement, except, with regard to Seller, for the representations and warranties contained in Section 4.1 and, with respect to such representations and warranties, subject to the limitations and restrictions contained in this Agreement.

(f) Citizenship. Buyer is a “citizen of the United States” as defined in the Federal Aviation Act.

Section 4.3. Warranties Exclusive. The parties acknowledge that the representations and warranties contained in this Article 4 are the only representations or warranties given by the parties and that all other express or implied warranties are disclaimed. Without limiting the foregoing Buyer acknowledges that the Acquired Assets are conveyed “AS IS”, “WHERE IS” and “WITH ALL FAULTS” and that ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. WITHOUT LIMITING THE FOREGOING THE BUYER ACKNOWLEDGES THAT SELLER AND SELLER’S AFFILIATES AND THEIR RESPECTIVE RELATED PERSONS HAVE MADE NO REPRESENTATION OR WARRANTY CONCERNING (I) ANY USE TO WHICH THE ACQUIRED ASSETS MAY BE PUT, (II) ANY FUTURE REVENUES, COSTS, EXPENDITURES, CASH FLOW, RESULTS OF OPERATIONS, FINANCIAL CONDITION OR PROSPECTS THAT MAY RESULT FROM THE OWNERSHIP, USE OR SALE OF THE ACQUIRED ASSETS OR THE ASSUMPTION OF THE ASSUMED LIABILITIES, (III) ANY OTHER INFORMATION OR DOCUMENTS MADE AVAILABLE TO BUYER OR ITS AFFILIATES OR RELATED PERSONS OR (IV) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.1, THE CONDITION OF THE ACQUIRED ASSETS INCLUDING, WITHOUT LIMITATION, COMPLIANCE WITH ANY FEDERAL TRADE COMMISSION LAWS OR OTHER LAWS.

Section 4.4. Survival of Representations and Warranties. Notwithstanding anything to the contrary herein, none of the representations or warranties of Seller set forth in this Agreement or in any certificate or other document delivered pursuant hereto shall survive the Closing.

ARTICLE 5. COVENANTS AND OTHER AGREEMENTS.

Section 5.1. Covenants of Seller. Seller covenants as follows:

(a) Further Assurances. At the request and 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.

(b) Required Approvals. As promptly as practicable after the Effective Date, Seller will request the consent of the State of Alaska Department of Transportation to the assignment of the Ground Lease Real Property to Buyer in order to consummate the transactions contemplated hereunder.

Section 5.2. Covenants of Buyer.

-4-

Case 20-10755-BLS Doc 457-1 Filed 07/21/20 Page 8 of 19

(c) Consents & Approvals. Buyer shall use all commercially reasonable efforts to obtain all consents and approvals of all governments, and all other Persons, required to be obtained by Buyer to effect the transactions contemplated by this Agreement.

(d) Further Assurances. Buyer shall take, or cause to be taken, all action, and to do, or cause to be done, all things necessary or proper, consistent with applicable law, to consummate and make effective in an expeditious manner the transactions contemplated hereby.

Section 5.3. Bankruptcy Matters. Seller and Buyer shall use commercially reasonable efforts to cooperate, assist, and consult with each other to secure the entry of the Sale Order following the Effective Date, and to consummate the transactions contemplated by this Agreement, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for the purposes, among others, of providing necessary assurances of performance by Buyer under this Agreement.

Section 5.4. Adequate Assurance of Future Performance. Buyer shall provide information and cooperate as reasonably requested by Seller to assist in establishing adequate assurance of future performance within the meaning of Section 365 of the Bankruptcy Code with regard to the Assumed Contracts.

ARTICLE 6. TAXES.

Section 6.1. Taxes Related to Purchase of Assets. All federal, state, and local sales, transfer, gains, excise, value-added, or other similar Taxes other than income Taxes of Seller, including, without limitation, all state and local Taxes other than income Taxes of Seller in connection with the transfer of the Acquired Assets, and all recording and filing fees (collectively, “Transaction Taxes”), that may be imposed by reason of the sale, transfer, assignment and delivery of the Acquired Assets, and are not exempt under § 1146(a) of the Bankruptcy Code, shall be paid by Buyer. Buyer and Seller agree to cooperate to determine the amount of Transaction Taxes payable in connection with the transactions contemplated under this Agreement. Seller without additional consideration, agrees to assist Buyer reasonably in the preparation and filing of any and all required returns for or with respect to such Transaction Taxes with any and all appropriate taxing authorities.

Section 6.2. Cooperation on Tax Matters.

(a) Buyer and Seller at their own expense agree to furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Acquired Assets and the Assumed Liabilities as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other required or optional filings relating to Tax matters, for the preparation for and proof of facts during any Tax audit, for the preparation for any Tax protest, for the prosecution or defense of any suit or other proceeding relating to Tax matters and for the answer to any governmental or regulatory inquiry relating to Tax matters.

-5-

Case 20-10755-BLS Doc 457-1 Filed 07/21/20 Page 9 of 19

and other information relating to the Acquired Assets or the Assumed Liabilities as Seller may reasonably deem necessary to (x) properly prepare for, file, prove, answer, prosecute and/or defend any such Tax Return, claim, filing, tax audit, tax protest, suit, proceeding or answer or (y) administer or complete any cases under chapter 11 of the Bankruptcy Code of Seller. Such access shall include, without limitation, access to any computerized information retrieval systems relating to the Acquired Assets or the Assumed Liabilities.

Section 6.3. Allocation of Purchase Price and Purchase Price Allocation Forms. Buyer and Seller agree to allocate the Purchase Price and the Assumed Liabilities among the Acquired Assets as reasonably determined by the parties (the “Allocation”). Seller and Buyer will cooperate in filing with the Internal Revenue Service their respective Forms 8594 as provided for in Section 1060 of the Code on a basis consistent with the Allocation, and the Allocation shall be reflected on any Tax Returns required to be filed as a result of the transactions contemplated hereby.

ARTICLE 7. CONDITIONS PRECEDENT TO PERFORMANCE BY PARTIES.

Section 7.1. Conditions Precedent to Performance by Seller. The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment, at or before the Closing Date, of the following conditions, any one or more of which (other than the condition contained in Section 7.1(c)) may be waived by Seller in its sole discretion:

(a) Representations and Warranties of Buyer. All representations and warranties made by Buyer in Section 4.2 shall be accurate in all material respects on and as of the Closing Date as if again made by Buyer on and as of such date, except for inaccuracies that would not materially impact Buyer’s ability to perform its obligations hereunder, and Seller shall have received a certificate, dated on the Closing Date and signed by the president, or equivalent, of 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 on the Closing Date and signed by the president, or equivalent, of Buyer, to that effect.

(c) Consents and Approvals. The Bankruptcy Court shall have entered the Sale Order, in form and substance reasonably satisfactory to Buyer and Seller, and the time for appeal has expired (unless waived by the parties), and no order staying, reversing, modifying, or amending the Sale Order shall be in effect on the Closing Date which shall be after the time for any appeal of the Sale Order has expired (unless waived by the parties).

(d) No Violation of Orders. No preliminary or permanent injunction or other order that declares this Agreement invalid or unenforceable in any respect or which prevents the consummation of the transactions contemplated hereby shall be in effect.

Section 7.2. Conditions Precedent to the Performance by Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing Date, of the following conditions, any one or more of which (other than the condition contained in Section 7.2(b)) may be waived by Buyer in its sole discretion:

-6-

Case 20-10755-BLS Doc 457-1 Filed 07/21/20 Page 10 of 19

(a) Consents and Approvals. The Bankruptcy Court shall have entered the Sale Order and such Sale Order shall be a final non-appealable order on the Closing Date and the time for any appeal of the Sale Order has expired (unless waived by the parties).

(b) No Violation of Orders. No preliminary or permanent injunction or other order that declares this Agreement invalid in any respect or prevents the consummation of the transactions contemplated hereby shall be in effect.

ARTICLE 8. TERMINATION

Section 8.1. Termination. This Agreement may be terminated at any time prior to the Closing Date:

(a) by either Seller or Buyer if the Closing shall not have occurred by August 3, 2020; provided, however, that such date may be extended by Seller and Buyer upon mutual agreement;

(b) by Seller if Buyer shall have breached any of its representations, warranties, covenants, or agreements contained in this Agreement which would give rise to the failure of a condition set forth in Article 7, which breach cannot be or has not been cured within ten (10) Business Days after Seller gives written notice to Buyer specifying such breach;

(c) by Buyer if Seller shall have breached any of its representations, warranties, covenants, or agreements contained in this Agreement which would give rise to the failure of a condition set forth in Article 7, which breach cannot be or has not been cured within ten (10) Business Days after Buyer gives written notice to Seller specifying such breach; or

(d) By the mutual written consent of Seller and Buyer.

Section 8.2. Effect of Termination. In the event of termination of this Agreement as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability on the part of either party; provided, however, that in the event this Agreement is terminated pursuant to Section 8.1(b) and Seller is not then in breach of Seller’s obligations hereunder, then in addition to whatever other rights Seller may have against Buyer, Seller shall be entitled to retain the Deposit and all interest thereon. In the event of termination of this Agreement for any reason other than pursuant to Section 8.1(b), and provided that Buyer is not then in breach of Buyer’s obligations hereunder, Buyer shall be entitled to return of the Deposit, without any interest thereon. The return of the Deposit by Seller shall be Buyer’s sole remedy in the event of a breach of Seller's obligation hereunder.

ARTICLE 9. MISCELLANEOUS.

Section 9.1. 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.

-7-

Case 20-10755-BLS Doc 457-1 Filed 07/21/20 Page 11 of 19

Buyer and Seller irrevocably and unconditionally waives trial by jury in any action, suit or proceeding relating to a dispute under this Agreement and for any counterclaim with respect thereto.

Section 9.3. Expenses. Except as otherwise provided herein, each of the parties hereto shall pay its own expenses in connection with this Agreement and the transactions contemplated hereby, including, without limitation, any legal and accounting fees, whether or not the transactions contemplated hereby are consummated. Buyer shall pay any fees, costs, and expenses associated with recording an assignment of any of the Acquired Assets.

Section 9.4. Broker’s and Finder’s Fees. Each of the parties represents and warrants that it has dealt with no broker or finder in connection with any of the transactions contemplated by this Agreement, and, insofar as such party knows, no broker or other Person is entitled to any commission or finder’s fee in connection with any of these transactions.

Section 9.5. 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, such 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.

Section 9.6. Notices.

(a) All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) on the date of service, if served personally on or sent via electronic mail to the party to whom notice is to be given; (ii) on the day after delivery to Federal Express or similar overnight courier or the Express Mail service maintained by the United States Postal Service; or (iii) 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:

Ravn Air Group, Inc. 4700 Old International Airport Road Anchorage, AK 99502 Attn: John Mannion, CFO Email: [email protected]

Additional copy to:

John T. Young c/o Conway Mackenzie 909 Fannin Street, Suite 4000 Houston, Texas 77010 Email: [email protected]

Additional copy to:

Keller Benvenutti Kim LLP 650 California Street, Suite 1900

-8-

Case 20-10755-BLS Doc 457-1 Filed 07/21/20 Page 12 of 19

San Francisco, California 94108 Attn: Tobias S. Keller & Jane Kim Email: [email protected]

Additional copy to:

Blank Rome LLP 1271 Avenue of the Americas New York, New York 10020 Attn: Peter Schnur, Esq. Email: [email protected]

If to Buyer:

Bering Air INC 1470 Seppala Dr. Nome AK 99762 907-443-5464

with copies to:

Russell Rowe [email protected]

and,

James Rowe [email protected]

and,

Suzanne Adler [email protected]

(b) Any party may change its address for the purpose of this Section 9.6 by giving the other party written notice of its new address in the manner set forth above. Notices hereunder may be given by a party’s attorneys.

Section 9.7. 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 or 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.

Section 9.8. Entire Agreement. This Agreement contains the entire understanding between 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.

-9-

Case 20-10755-BLS Doc 457-1 Filed 07/21/20 Page 13 of 19

Section 9.9. Parties in Interest. Nothing in this Agreement is intended to or shall 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 or shall relieve or discharge the obligations or liability of any third Persons to Seller or Buyer. This Agreement is not intended to nor shall give any third Persons any right of subrogation or action over or against Seller or Buyer.

Section 9.10. Headings, Interpretation, Gender. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine, or neuter, as the context requires. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed followed by the words “without limitation.” Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against Buyer or Seller, whether under any rule of construction or otherwise. No party to this Agreement shall be considered the draftsman. On the contrary, this Agreement has been reviewed, negotiated and accepted by all parties and their attorneys and shall be construed and interpreted according to the ordinary meaning of the words so as fairly to accomplish the purposes and intentions of all the parties. The table of contents and the captions and section headings contained in this Agreement are for convenience of reference only, do not form a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement. All references in this Agreement to “Section” or “Article” shall be deemed to be references to a Section or Article of this Agreement. All references to “herein” or “hereof” or “hereunder” and similar phrases shall be broadly construed to refer to the entire Agreement and not merely to the specific clause, section, or article.

Section 9.11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute the same instrument. Delivery of an executed counterpart to this Agreement by facsimile or .pdf shall have the same force and effect as delivery of an original executed counterpart of this Agreement.

ARTICLE 10. DEFINITIONS.

Section 10.1. Certain Terms Defined. As used in this Agreement, the following terms have the following meanings:

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

“Ancillary Documents” means any certificate, agreement, document or other instrument (other than this Agreement) to be executed and delivered by a party in connection with the consummation of the transactions contemplated by this Agreement.

“Assumed Contracts” means the Contracts to which Seller is a party that Buyer has expressly agreed to assume, which Contracts are listed on Exhibit A. Buyer shall have the right, by written notice delivered to Seller at any time from and after the Effective Date and until the Closing Date to delete any such Contract from Exhibit A. Notwithstanding the foregoing, the Assumed Contracts are only those Contracts listed on Exhibit A as it appears in its final form as of the Closing Date.

“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 New York, New York are authorized by law or other governmental action to close.

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

-10-

Case 20-10755-BLS Doc 457-1 Filed 07/21/20 Page 14 of 19

“Contract” means any written or oral contract, purchase order, service order, sales order, indenture, note, bond, lease, sublease, license, understanding, instrument, or other agreement, arrangement, or commitment that is binding upon a Person or its property, whether express or implied.

“Cure Costs” means the amounts, if any, required to cure any past defaults with respect to an Assumed Contract pursuant to 11 U.S.C. § 365(b)(1).

“FAA” means the United States Federal Aviation Administration or any successor thereto.

“Federal Aviation Act” means the Federal Aviation Act of 1958, as amended, together with the aviation regulations of the FAA, as the same may be in effect from time to time.

“GAAP” means United States generally accepted accounting principles as in effect from time to time.

“Governmental Body” means the following:

(a) any nation, state, county, city, town, village, district, or other jurisdiction of any nature;

(b) any federal, state, local, municipal, foreign, or other government;

(c) any governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal);

(d) any multi-national organization or body; or

(e) any body exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature.

“Ground Lease” means any long-term lease of land in which most of the rights and benefits comprising ownership of the land and the improvements thereon or to be constructed thereon, if any, are transferred to the tenant for the term thereof.

“Ground Lease Real Property” means the parcels of real property subject to a Ground Lease as set forth on Exhibit A.

“IRS” means the Internal Revenue Service.

“Law” means any federal, state, local, municipal, foreign, or international, multinational or other law, treaty, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling, or requirement issued, enacted, adopted, promulgated, implemented, or otherwise put into effect by or under the authority of any Governmental Body.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien (statutory or other) or conditional sale agreement, other than (a) a lessor’s interest in, and any mortgage, pledge, security interest, encumbrance, lien (statutory or other) or conditional sale agreement on or affecting a lessor’s interest in, property underlying any leases; (b) any imperfection of title with respect to any asset that does not materially interfere with the present occupancy of such asset and the continuation of the present occupancy of such asset; and (c) such covenants, conditions, restrictions, easements, encroachments or

-11-

Case 20-10755-BLS Doc 457-1 Filed 07/21/20 Page 15 of 19

encumbrances that are not created pursuant to mortgages or other financing or security documents, or any other state of facts, that do not materially interfere with the present occupancy of an asset.

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

“Related Person” means, with respect to any Person, all past, present and future directors, officers, members, managers, stockholders, employees, controlling persons, agents, professionals, attorneys, accountants, investment bankers or representatives of any such Person.

“Subsidiary” means, when used with respect to any specified Person, any other Person (i) of which the specified Person or any Subsidiary thereof is a general partner, (ii) of which the specified Person or a Subsidiary thereof own at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions for such other Person of which owns the specified person or a Subsidiary thereof, or (iii) that is directly or indirectly controlled by the specified Person or any Subsidiary thereof.

“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, worker’s compensation, customs duties, 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; and “Tax” shall mean any one of them.

“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).

[Signature Page Follows]

-12-

Case 20-10755-BLS Doc 457-1 Filed 07/21/20 Page 16 of 19 Case 20-10755-BLS Doc 457-1 Filed 07/21/20 Page 17 of 19

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

BUYER:

BERING AIR, INC

By: Name: Title:

SELLER:

RAVN AIR GROUP, INC.

By: Name:e: JohnJohn MannionMannion Title: Chief Financial Officer

JJM, INC.

By: Name:e: JohnJohn MannionMannion Title: Chief Financial Officer

FRONTIER FLYING SERVICE, INC.

By: Name:e: JohnJohn MannionMannion Title: Chief Financial Officer

HAGELAND AVIATION SERVICES, INC.

By: Name:: JohnJohn MannionMannion Title: Chief Financial Officer

EXHIBIT A

1. REAL PROPERTY Case 20-10755-BLSDoc457-1Filed07/21/20Page18of19 (a) Owned Real Property

(i) N/A

(b) Ground Lease Real Property and improvements thereon

(i) Aniak Airport

Info: State of Alaska DOT&PF Info: Ravn

Block Lot AK DOT Lease SQ FT Leaseholder Property Description Bldg Sq Feet Built Cure Cost Hageland Aviation Storage Building 684 1996 10 9A ADA-09178 32,000 $0.00 Services, Inc. Freight/Office/Terminal 5,340 2010

(ii) Kotzebue Airport

Info: State of Alaska DOT&PF Info: Ravn

Block Lot AK DOT Lease SQ FT Leaseholder Property Description Bldg Sq Feet Built Cure Cost Frontier Flying 3 5 ADA-70442 54,750 Hangar/Office/Terminal 14,085 2013 $0.00 Service, Inc.

(iii) Nome Airport

Info: State of Alaska DOT&PF Info: Ravn

Block Lot AK DOT Lease SQ FT Leaseholder Property Description Bldg Sq Feet Built Cure Cost Hageland Aviation Terminal 10,000 2003 75,558 $9,755.33 11 9 ADA-71438 Services, Inc. Freight Storage 1,800 Unk. Frontier Flying Case 20-10755-BLSDoc457-1Filed07/21/20Page19of 55,456 Hangar/Pilot Housing 5,250 1970 $0.00 11 4A ADA-03642 Service, Inc.

11 2 ADA-00627 JJM, Inc. Hangar

(iv) Unalakleet Airport

Info: State of Alaska DOT&PF Info: Ravn

Block Lot AK DOT Lease SQ FT Leaseholder Property Description Bldg Sq Feet Built Cure Cost

4 2 ADA-71262 10,518 JJM, Inc. Hangar/Terminal/Offices 4,200 2000 $1,961.05

2. GROUND SERVICE EQUIPMENT

The Acquired Assets include all ground service equipment (“GSE”) located on the Real Property set forth in Item 1 of this Exhibit. GSE shall include all equipment left onsite at such locations, including, but not limited to:

x Aircraft tugs x Snow removal equipment x Passenger and crew vehicles x Hangar maintenance equipment x All miscellaneous equipment left onsite at and inside locations listed above

3. ASSUMED CONTRACTS

The Ground Leases set forth above in item 1 of this Exhibit are incorporated by reference herein and are Assumed Contracts.

-2-

Case 20-10755-BLS Doc 457-2 Filed 07/21/20 Page 1 of 18

EXHIBIT A - 2 Case 20-10755-BLS Doc 457-2 Filed 07/21/20 Page 2 of 18

ASSET PURCHASE AGREEMENT

by and among

RAVN AIR GROUP, INC.,

JJM, INC.

and

TATONDUK OUTFITTERS LIMITED

July 9, 2020

146484.01601/123532568v.3 Case 20-10755-BLS Doc 457-2 Filed 07/21/20 Page 3 of 18

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is entered into as of July 9, 2020, (the "Effective Date") by and among Ravn Air Group, Inc., a Delaware corporation ("RAG"), JJM, Inc. ("JJM", and together with RAG, "Seller"), whose address is 4700 Old International Airport Road Anchorage, AK 99502, and Tatonduk Outfitters Limited, dba Everts Air Cargo and Everts Air Alaska, whose address is 5525 Airport Industrial Road, Fairbanks, AK 99709 ("Buyer"). Each Seller and Buyer may be referred to in this Agreement individually as a "Party" and collectively as the "Parties.” Capitalized terms used in this Agreement are defined in Article 10.

A. Seller provides air transportation and logistics services to the passenger, mail, charter and freight markets in Alaska (the “Business”).

B. On April 5, 2020 (the “Petition Date”), RAG, Ravn Air Group Holdings, LLC (“RAG Holdings”), JJM HoTH, Inc. (“HoTH”), Peninsula Aviation Services, Inc. (“PAS”), Corvus Airlines, Inc. (“Corvus”), Frontier Flying Service, Inc. (“FFS”) and Hageland Aviation Services, Inc. (“HAS”) each filed a voluntary petition for relief pursuant to chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), commencing the chapter 11 cases captioned In re Ravn Air Group, Inc., Case No. 20-10755 (the “RAG Case”), In re Ravn Air Group Holdings, LLC, Case No. 20-10756 (the “RAG Holdings Case”), In re JJM, Inc., Case No. 20-10757 (the “JJM Case”), In re HoTH, Inc., Case No. 20-10758 (the “HoTH Case”), In re Peninsula Aviation Services, Inc., Case No. 20-10762 (the “PAS Case”), In re Corvus Airlines, Inc., Case No. 20-10759 (the “Corvus Case”), In re Frontier Flying Service, Inc., Case No. 20-10760 (the “FFS Case”) and In re Hageland Aviation Services, Inc., Case No. 20-10761 (the “HAS Case” and together with the RAG Case, the RAG Holdings Case, the JJM Case, the HoTH Case, the PAS Case, the Corvus Case and the FFS Case, the “RAVN Bankruptcy Cases”).

E. The execution and delivery of this Agreement and Seller’s ability to consummate the transactions set forth herein are subject to, among other things, the entry of the Sale Order.

ARTICLE 1. PURCHASE AND SALE OF THE ACQUIRED ASSETS.

(a) all liabilities of Seller for Transaction Taxes payable in connection with the transactions contemplated by this Agreement;

(b) all liabilities and obligations arising on or after the Closing Date, relating to or arising out of the Acquired Assets.

ARTICLE 2. CONSIDERATION

Section 2.1. Consideration. The aggregate consideration for the sale and transfer of the Acquired Assets will be Three Million, Five Hundred Thousand Dollars ($3,500,000.00), (the “Purchase Price”), which price shall be payable and deliverable in accordance with Section 3.3, and the assumption by Buyer of the Assumed Liabilities.

Section 2.2. Deposit. On July 9, 2020, Buyer paid to Seller an amount equal to Three Hundred and Fifty Thousand Dollars ($350,000.00) as a deposit (the “Deposit”). If this Agreement is terminated without the Closing occurring, the Deposit shall be disbursed in accordance with Section 8.2. If the Closing occurs, the Deposit shall be applied (without interest) towards the Purchase Price.

Section 2.3. 363 Sale. Seller has sought approval and entry of the Sale Order pursuant to the Motion for Entry of Orders: (i)(a) Authorizing and Approving the Bidding Procedures, (b) Approving Procedures Related to the Assumption of Certain Executory Contracts and Unexpired Leases, (c) Approving the Notice Procedures, (d) Authorizing Entry into One or More Stalking Horse Agreements, and (e) Setting a Date for the Sale Hearing; and (ii) Authorizing and Approving (a) the Sale of Certain Assets Free and Clear of All Liens, Claims, Encumbrances, and Interests, (b) the Assumption of Certain Contracts, and (c) Payment of Bid Protections, If Applicable [Docket No. 197] under Sections 105, 363, 365 and 1123(a)(5) of the Bankruptcy Code. The Sale Order shall be in a form reasonably acceptable to Buyer and Seller. Prior to consideration by the Bankruptcy Court of entry of the Sale Order, Buyer’s agreement to purchase the Acquired Assets on the terms set forth herein will be subjected to competitive bids in an auction to be conducted in accordance with the Order (i)(a) Authorizing and Approving the Bidding Procedures, (b) Approving Procedures Related to the Assumption of Certain Executory Contracts and Unexpired Leases, (c) Approving the Notice Procedures, (d) Authorizing Entry into One or More Stalking Horse Agreements, and (e) Setting a Date for the Sale Hearing; and (ii) Authorizing and Approving (a) the Sale of Certain Assets Free and Clear of All Liens, Claims, Encumbrances, and Interests, (b) the Assumption of Certain Contracts, and (c) Payment of Bid Protections, If Applicable [Docket No. 295] (the “Auction”).

-1- Case 20-10755-BLS Doc 457-2 Filed 07/21/20 Page 5 of 18

ARTICLE 3. CLOSING AND DELIVERIES

Section 3.1. Closing. The consummation of the transactions contemplated hereby (the “Closing”) shall take place on the date that is the first Business Day after the date on which all conditions to the obligations of Seller and Buyer to consummate the transactions contemplated by this Agreement have been satisfied or waived, or at such other location and time as shall be mutually agreed upon by Seller and Buyer in writing (the “Closing Date”), by electronic communications and transmission of PDF documents on the Closing Date. Subject to the provisions of Article 8, failure to consummate the purchase and sale provided for in this Agreement on the date and time and at the place determined pursuant to this Section 3.1 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement.

Section 3.2. Seller’s Deliveries. At the Closing, the sale, transfer, assignment, and delivery by Seller of the Acquired Assets to Buyer, as herein provided, shall be effected on the Closing Date by quitclaim deeds, bills of sale, endorsements, assignments, and other instruments of transfer and conveyance, excluding any representations, warranties, or covenants, which shall otherwise be consistent with the terms of this Agreement and reasonably satisfactory in form and substance to Buyer and Seller.

Section 3.3. Buyer’s Deliveries. At the Closing:

(a) Buyer shall pay to Seller the Purchase Price by wire transfer of immediately available funds in accordance with instructions provided by the Seller; and

(b) Buyer shall execute and deliver to Seller an instrument of assumption of liabilities with respect to the Assumed Liabilities reasonably satisfactory in form and substance to counsel for Seller.

ARTICLE 4. REPRESENTATIONS AND WARRANTIES

Section 4.1. Representations and Warranties of Seller. Seller represents and warrants to Buyer as follows:

(b) Authorization and Validity. Seller has all requisite corporate power and authority to enter into this Agreement and, subject to the Bankruptcy Court’s entry of the Sale Order, to carry out its obligations hereunder and thereunder. Seller's execution and delivery of this Agreement and its performance of its obligations hereunder have been duly authorized by all necessary corporate action of Seller, and no other action on the part of Seller is necessary to authorize such execution, delivery, and performance. This Agreement has been duly executed by Seller and, subject to the Bankruptcy Court’s entry of the Sale Order, Seller's obligations hereunder are valid, binding, and enforceable.

(d) Aircraft. Exhibit A sets forth a list of each Aircraft, together with its related Engines (each, by its model number and manufacturer, and related serial number) and its related

-2- Case 20-10755-BLS Doc 457-2 Filed 07/21/20 Page 6 of 18

Propellers (each, by its model number and manufacturer, and related serial number). As of the Effective Date, such Aircraft are beneficially (directly or indirectly) owned by JJM (with the title owner being the applicable owner trustee).

Section 4.2. Representations and Warranties of Buyer. Buyer hereby represents and warrants to Seller as follows:

(a) Corporate Organization. Buyer is a corporation, duly formed, validly existing, and in good standing under the laws of the jurisdiction of its formation, and has all requisite power and authority to own its properties and assets.

(d) Consents and Approvals. The execution, delivery, and performance of this Agreement does not and will not require the consent or approval of, or filing with, any government or any other Person except (i) as may be required to be obtained by Buyer after the Closing in order to own or operate any of the Acquired Assets; (ii) for entry of the Sale Order by the Bankruptcy Court; or (iii) for such consents, approvals, and filings, of which the failure to obtain or make would not materially impact the ability of Buyer to consummate the transactions contemplated hereby.

(e) Investigation by Buyer. Buyer has conducted its own independent review and analysis of the Acquired Assets and the Assumed Liabilities. Buyer has conducted its own independent review of all orders of, and all motions, pleadings, and other submissions to, the Bankruptcy Court in connection with the Bankruptcy Cases. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis, and Buyer (i) acknowledges that neither Seller nor any of its Affiliates or Related Persons makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyer or its Affiliates or Related Persons, except for the representations and warranties contained in Section 4.1 (which are subject to the limitations and restrictions contained in this Agreement); and (ii) agrees, to the fullest extent permitted by law, that none of Seller, its Affiliates, or any of their respective Related Persons shall have any liability or responsibility whatsoever to Buyer or its Affiliates or Related Persons on any basis (including, without limitation, in contract or tort, under federal or state securities laws, or otherwise) based upon any information provided or made available, or statements made, to Buyer or its Affiliates or Related Persons (or any omissions therefrom), including, without limitation, in respect of the specific representations and warranties of Seller set forth in this Agreement, except, with regard to Seller, for the representations and warranties contained in Section 4.1 and, with respect to such representations and warranties, subject to the limitations and restrictions contained in this Agreement.

-3- Case 20-10755-BLS Doc 457-2 Filed 07/21/20 Page 7 of 18

(f) Citizenship. Buyer is a “citizen of the United States” as defined in the Federal Aviation Act.

ARTICLE 5. COVENANTS AND OTHER AGREEMENTS.

Section 5.1. Covenants of Seller. Seller covenants as follows:

Section 5.2. Covenants of Buyer.

(a) Consents & Approvals. Buyer shall use all commercially reasonable efforts to obtain all consents and approvals of all governments, and all other Persons, required to be obtained by Buyer to effect the transactions contemplated by this Agreement.

(b) Further Assurances. Buyer shall take, or cause to be taken, all action, and to do, or cause to be done, all things necessary or proper, consistent with applicable law, to consummate and make effective in an expeditious manner the transactions contemplated hereby.

Section 5.4. Aircraft Matters.

-4- Case 20-10755-BLS Doc 457-2 Filed 07/21/20 Page 8 of 18

(a) Risk of Loss. As between Seller, on the one hand, and Buyer, on the other hand, all risk of loss of or damage to each Aircraft shall pass (through the direct and/or indirect ownership of the Aircraft through the applicable owner trusts) from Seller to Buyer upon the execution and delivery of the Aircraft Bill of Sale to be delivered pursuant to Section 3.2 for such Aircraft.

(b) Delivery. At the Closing, Seller shall deliver to Buyer physical possession of each Aircraft at the location thereof as set forth on Exhibit A.

(c) Registration. Seller and Buyer agree that they shall register the sale of each Aircraft to Buyer as a sale (as defined in the Cape Town Convention) at the International Registry established pursuant to the Cape Town Convention (the “International Registry”) and with the FAA. In addition, to the extent also applicable, Seller and Buyer agree that they shall register the sale of each Aircraft to Buyer and with any other Governmental Body as is reasonably necessary in order to effect such sale. All such registrations shall be initiated by counsel (such counsel to be agreed in advance of the Closing Date by Seller and Buyer) on the Closing Date immediately following the Closing. No prospective sale or prospective international interest (each as defined in the Cape Town Convention) shall be registered with the International Registry or be permitted in respect of any Aircraft by Buyer or any related entity.

ARTICLE 6. TAXES.

Section 6.1. Taxes Related to Purchase of Assets. All federal, state, and local sales, transfer, gains, excise, value-added, or other similar Taxes other than income Taxes of Seller, including, without limitation, all state and local Taxes other than income Taxes of Seller in connection with the transfer of the Acquired Assets, and all recording and filing fees (collectively, “Transaction Taxes”), that may be imposed by reason of the sale, transfer, assignment and delivery of the Acquired Assets, and are not exempt under § 1146(a) of the Bankruptcy Code, shall be paid by Buyer. Buyer and Seller agree to cooperate to determine the amount of Transaction Taxes payable in connection with the transactions contemplated under this Agreement. Seller at Buyer’s expense, agrees to assist Buyer reasonably in the preparation and filing of any and all required returns for or with respect to such Transaction Taxes with any and all appropriate taxing authorities.

Section 6.2. Cooperation on Tax Matters.

(a) Buyer and Seller agree to furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Acquired Assets and the Assumed Liabilities as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other required or optional filings relating to Tax matters, for the preparation for and proof of facts during any Tax audit, for the preparation for any Tax protest, for the prosecution or defense of any suit or other proceeding relating to Tax matters and for the answer to any governmental or regulatory inquiry relating to Tax matters.

-5- Case 20-10755-BLS Doc 457-2 Filed 07/21/20 Page 9 of 18

notice and during normal business hours and without charge) to the books, records, documents and other information relating to the Acquired Assets or the Assumed Liabilities as Seller may reasonably deem necessary to (x) properly prepare for, file, prove, answer, prosecute and/or defend any such Tax Return, claim, filing, tax audit, tax protest, suit, proceeding or answer or (y) administer or complete any cases under chapter 11 of the Bankruptcy Code of Seller. Such access shall include, without limitation, access to any computerized information retrieval systems relating to the Acquired Assets or the Assumed Liabilities.

ARTICLE 7. CONDITIONS PRECEDENT TO PERFORMANCE BY PARTIES.

(c) Consents and Approvals. The Bankruptcy Court shall have entered the Sale Order, in form and substance reasonably satisfactory to Buyer and Seller, and no order staying, reversing, modifying, or amending the Sale Order shall be in effect on the Closing Date.

(a) Consents and Approvals. The Bankruptcy Court shall have entered the Sale Order and such Sale Order shall be a final order on the Closing Date.

-6- Case 20-10755-BLS Doc 457-2 Filed 07/21/20 Page 10 of 18

ARTICLE 8. TERMINATION

Section 8.1. Termination. This Agreement may be terminated at any time prior to the Closing Date:

(a) by either Seller or Buyer if the Closing shall not have occurred by August 3, 2020; provided, however, that such date may be extended by Seller and Buyer upon mutual agreement;

(d) By the mutual written consent of Seller and Buyer.

ARTICLE 9. MISCELLANEOUS.

Section 9.2. Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under principles of conflict of laws thereof. Buyer and Seller irrevocably submit to the non-exclusive jurisdiction and venue of the Bankruptcy Court. To the fullest extent possible, each of Buyer and Seller irrevocably and unconditionally waives trial by jury in any action, suit or proceeding relating to a dispute under this Agreement and for any counterclaim with respect thereto.

-7- Case 20-10755-BLS Doc 457-2 Filed 07/21/20 Page 11 of 18

Section 9.6. Notices.

If to Seller:

Ravn Air Group, Inc. 4700 Old International Airport Road Anchorage, AK 99502 Attn: John Mannion, CFO Email: [email protected]

with copies (which shall not constitute notice) to:

John T. Young c/o Conway Mackenzie 909 Fannin Street, Suite 4000 Houston, Texas 77010 Email: [email protected]

-8- Case 20-10755-BLS Doc 457-2 Filed 07/21/20 Page 12 of 18

Keller Benvenutti Kim LLP 650 California Street, Suite 1900 San Francisco, California 94108 Attn: Tobias S. Keller & Jane Kim Email: [email protected]

Blank Rome LLP 1271 Avenue of the Americas New York, New York 10020 Attn: Peter Schnur, Esq., Victoria A. Guilfoyle, Esq., Stanley B. Tarr, Esq., and Jose F. Bibiloni, Esq. Email: [email protected], [email protected], [email protected], [email protected]

Winston & Strawn LLP, Attn: David Neier, Esq. and Carrie V. Hardman, Esq. Email: [email protected] , [email protected]

Ashby & Geddes Attn: William P. Bowden, Esq. E-mail: [email protected]

Brown Rudnick LLP Attn: Robert Stark, Esq. and Oksana Lashko, Esq. E-mail: [email protected], [email protected]

Polsinelli PC Attn: Christopher Ward, Esq. E-mail: [email protected]

If to Buyer:

Tatonduk Outfitters Limited 5525 Airport Industrial Road Fairbanks, AK 99709 Attn: Robert Everts Email: [email protected]

-9- Case 20-10755-BLS Doc 457-2 Filed 07/21/20 Page 13 of 18

ARTICLE 10. DEFINITIONS.

Section 10.1. Certain Terms Defined. As used in this Agreement, the following terms have the following meanings:

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

“Aircraft” means either collectively or individually, as applicable, the aircraft described in Exhibit A (as may be supplemented from time to time by Seller with the approval of Buyer in accordance with this Agreement), comprised of an Airframe, together with the Engines and Propellers, associated with such Airframe, and, where the context permits, references to an “Aircraft” shall include Manuals and Technical Records associated therewith.

“Airframe” means, at any time, the airframe which is part of the relevant Aircraft at such time, together with all Parts relating to such airframe.

-10- Case 20-10755-BLS Doc 457-2 Filed 07/21/20 Page 14 of 18

“Cape Town Convention” means, together, the Convention on International Interests in Mobile Equipment and its Protocol on Matters Specific to Aircraft Equipment.

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

“Engine” means, with respect to any Airframe, the engine listed as attached to such Airframe on Exhibit A and any and all related Parts.

“FAA” means the United States Federal Aviation Administration or any successor thereto.

“Federal Aviation Act” means the Federal Aviation Act of 1958, as amended, together with the aviation regulations of the FAA, as the same may be in effect from time to time.

“GAAP” means United States generally accepted accounting principles as in effect from time to time.

“Governmental Body” means the following:

(a) any nation, state, county, city, town, village, district, or other jurisdiction of any nature;

(b) any federal, state, local, municipal, foreign, or other government;

(c) any governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal);

(d) any multi-national organization or body; or

(e) any body exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature.

“IRS” means the Internal Revenue Service.

-11- Case 20-10755-BLS Doc 457-2 Filed 07/21/20 Page 15 of 18

interest, encumbrance, lien (statutory or other) or conditional sale agreement on or affecting a lessor’s interest in, property underlying any leases; (b) any imperfection of title with respect to any asset that does not materially interfere with the present occupancy of such asset and the continuation of the present occupancy of such asset; and (c) such covenants, conditions, restrictions, easements, encroachments or encumbrances that are not created pursuant to mortgages or other financing or security documents, or any other state of facts, that do not materially interfere with the present occupancy of an asset.

“Manuals and Technical Records” means the documents, data and records with respect to the Aircraft as maintained by Seller, including all additions, renewals, revisions, miscellaneous documents and replacements from time to time made in accordance with Seller’s maintenance program.

“Part” means, with respect to an Airframe, Engine or Propeller, any auxiliary power unit, avionics, appliance, part, instrument, appurtenance, accessory, furnishing or other item of equipment of whatever nature (other than an Engine or Propeller) which may from time to time be incorporated or installed in or attached to the relevant Airframe, Engine or Propeller and to which the Seller that owns such Airframe, Engine or Propeller has title or, after removal therefrom, so long as title thereto shall remain vested in the related Seller.

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

“Propeller” means, with respect to any Engine, the propeller that is listed as being attached thereto in Exhibit A and any related Parts.

[Signature Page Follows]

-12- Case 20-10755-BLS Doc 457-2 Filed 07/21/20 Page 16 of 18 Case 20-10755-BLS Doc 457-2 Filed 07/21/20 Page 17 of 18

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

BUYER:

Tatonduk Outfitters Limited

By: Name: Title:

SELLER:

RAVN AIR GROUP, INC.

By: Name:e: JohnJohn MannionMannion Title: Chief Financial Officer

JJM, INC.

By: Name:e: JohnJohn MannionMannion Title: Chief Financial Officer

Case 20-10755-BLS Doc 457-2 Filed 07/21/20 Page 18 of 18

EXHIBIT A

AIRCRAFT

YOM Tail TSN Engine Prop Model S/N Location Number 1. 1996 27,724.1 PCE- BUA26151 Cessna 208B N303GV 208B0581 OTZ PC0946 2. 1997 23,109.0 PCE- BUA31113 Cessna 208B N715HE 208B0603 PAQ PC2111 3. 1999 20,816.3 PCE- BUA31337 Cessna 208B N1275N 208B0756 BET PC2255 4. 2000 24,401.7 PCE- BUA31115 Cessna 208B N838GV 208B0838 UNK PC2120 5. 2001 20,643.6 PCE- BUA30756 Cessna 208B N405GV 208B0892 BET PC1141 6. 2003 14,753.9 PCE- BUA33432 Cessna 208B N1242Y 208B0939 PAQ PC2011

Case 20-10755-BLS Doc 457-3 Filed 07/21/20 Page 1 of 20

EXHIBIT A - 3 Case 20-10755-BLS Doc 457-3 Filed 07/21/20 Page 2 of 20

ASSET PURCHASE AGREEMENT

by and among

RAVN AIR GROUP, INC.,

JJM, INC.,

PENINSULA AVIATION SERVICES, INC.,

HAGELAND AVIATION SERVICES, INC.,

and

TATONDUK OUTFITTERS LIMITED

July 9, 2020

146484.01601/123526466v.4 Case 20-10755-BLS Doc 457-3 Filed 07/21/20 Page 3 of 20

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is entered into as of July 9, 2020, (the "Effective Date") by and between Ravn Air Group, Inc., a Delaware corporation ("RAG"), JJM, Inc. ("JJM"), Peninsula Aviation Services, Inc. ("PAS"), and Hageland Aviation Services, Inc. ("HAS" and together with RAG, JJM, and PAS, ("Seller"), whose address is 4700 Old International Airport Road Anchorage, AK 99502, and Tatonduk Outfitters Limited, dba Everts Air Cargo and Everts Air Alaska, whose address is 5525 Airport Industrial Road, Fairbanks, AK 99709 ("Buyer"). Each Seller and Buyer may be referred to in this Agreement individually as a "Party" and collectively as the "Parties.” Capitalized terms used in this Agreement are defined in Article 10.

A. Seller provides air transportation and logistics services to the passenger, mail, charter and freight markets in Alaska (the “Business”).

B. On April 5, 2020 (the “Petition Date”), RAG, Ravn Air Group Holdings, LLC (“RAG Holdings”), JJM, HoTH, Inc. (“HoTH”), Corvus Airlines, Inc. (“Corvus”), Frontier Flying Service, Inc. (“FFS”) and HAS each filed a voluntary petition for relief pursuant to chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), commencing the chapter 11 cases captioned In re Ravn Air Group, Inc., Case No. 20-10755 (the “RAG Case”), In re Ravn Air Group Holdings, LLC, Case No. 20-10756 (the “RAG Holdings Case”), In re JJM, Inc., Case No. 20-10757 (the “JJM Case”), In re HoTH, Inc., Case No. 20-10758 (the “HoTH Case”), In re Peninsula Aviation Services, Inc., Case No. 20- 10762 (the “PAS Case”), In re Corvus Airlines, Inc., Case No. 20-10759 (the “Corvus Case”), In re Frontier Flying Service, Inc., Case No. 20-10760 (the “FFS Case”) and In re Hageland Aviation Services, Inc., Case No. 20-10761 (the “HAS Case” and together with the RAG Case, the RAG Holdings Case, the JJM Case, the HoTH Case, the PAS Case, the Corvus Case and the FFS Case, the “RAVN Bankruptcy Cases”).

E. The execution and delivery of this Agreement and Seller’s ability to consummate the transactions set forth herein are subject to, among other things, the entry of the Sale Order.

ARTICLE 1. PURCHASE AND SALE OF THE ACQUIRED ASSETS.

Case 20-10755-BLS Doc 457-3 Filed 07/21/20 Page 4 of 20

(a) the real property listed in Exhibit A and all improvements, furniture and fixtures located at such real property (the “Real Property”);

(b) the tangible property listed in Exhibit A; and

(a) all liabilities of Seller for Transaction Taxes payable in connection with the transactions contemplated by this Agreement;

(b) all Cure Costs with respect to the Assumed Contracts set forth on Exhibit A;

(c) all liabilities and obligations arising on or after the Closing Date, relating to or arising out of the Acquired Assets;

(d) all liabilities and obligations with respect to that certain Promissory Note issued by Peninsula Airways, Inc. in favor of AKN Leasing, LLC, in original principal amount of One Million One Hundred Thousand Dollars, dated May 21, 2015 (the “AKN Leasing Promissory Note”); and

(e) all liabilities and obligations with respect to (i) that certain Sublease and Lease Agreement to prime lease ADA-08841 at the Dillingham Airport between PASI and Alaska Airlines, Inc. and (ii) that certain Sublease and Lease Agreement to prime lease ADA-50736 at the King Salmon Airport between PASI and Alaska Airlines, Inc.

ARTICLE 2. CONSIDERATION

Section 2.1. Consideration. The aggregate consideration for the sale and transfer of the Acquired Assets will be (a) One Million One Hundred Fifty Thousand Dollars ($1,150,000.00) (the “Purchase Price”), comprised of (i) Six Hundred Thousand Dollars ($600,000.00) (the “Cash Purchase Price”) (the “Purchase Price”), which price shall be payable and deliverable in accordance with Section 3.3, and (ii) Five Hundred Fifty Thousand Dollars ($550,000.00), which amount represents the assumption of the AKN Leasing Promissory Note, plus (c) payment of the Cure Costs and the assumption by Buyer of the remaining Assumed Liabilities.

-1-

Case 20-10755-BLS Doc 457-3 Filed 07/21/20 Page 5 of 20

Section 2.2. Deposit. Concurrently with the execution and delivery of this Agreement, Buyer shall pay or, on July 09, 2020, Buyer paid to Seller an amount equal to One Hundred Fifteen Thousand Dollars ($115,000) as a deposit (the “Deposit”). If this Agreement is terminated without the Closing occurring, the Deposit shall be disbursed in accordance with Section 8.2. If the Closing occurs, the Deposit shall be applied (without interest) towards the Purchase Price.

Section 2.3. 363 Sale. Seller has sought approval and entry of the Sale Order pursuant to the Motion for Entry of Orders: (i)(a) Authorizing and Approving the Bidding Procedures, (b) Approving Procedures Related to the Assumption of Certain Executory Contracts and Unexpired Leases, (c) Approving the Notice Procedures, (d) Authorizing Entry into One or More Stalking Horse Agreements, and (e) Setting a Date for the Sale Hearing; and (ii) Authorizing and Approving (a) the Sale of Certain Assets Free and Clear of All Liens, Claims, Encumbrances, and Interests, (b) the Assumption of Certain Contracts, and (c) Payment of Bid Protections, If Applicable [Docket No. 197] under Sections 105, 363, 365 and 1123(a)(5) of the Bankruptcy Code. The Sale Order shall be in a form reasonably acceptable to Buyer and Seller. Prior to consideration by the Bankruptcy Court of entry of the Sale Order, Buyer’s agreement to purchase the Acquired Assets and assume the Assumed Contracts on the terms set forth herein will be subjected to competitive bids in an auction to be conducted in accordance with the Order (i)(a) Authorizing and Approving the Bidding Procedures, (b) Approving Procedures Related to the Assumption of Certain Executory Contracts and Unexpired Leases, (c) Approving the Notice Procedures, (d) Authorizing Entry into One or More Stalking Horse Agreements, and (e) Setting a Date for the Sale Hearing; and (ii) Authorizing and Approving (a) the Sale of Certain Assets Free and Clear of All Liens, Claims, Encumbrances, and Interests, (b) the Assumption of Certain Contracts, and (c) Payment of Bid Protections, If Applicable [Docket No. 295] (the “Auction”).

ARTICLE 3. CLOSING AND DELIVERIES

Section 3.1. Closing. The consummation of the transactions contemplated hereby (the “Closing”) shall take place on the date that is the first Business Day after the date on which all conditions to the obligations of Seller and Buyer to consummate the transactions contemplated by this Agreement have been satisfied or waived, or at such other location and time as shall be mutually agreed upon by Seller and Buyer in writing (the “Closing Date”), by electronic communications and transmission of PDF documents on the Closing Date. Subject to the provisions of Article 8, failure to consummate the purchase and sale provided for in this Agreement on the date and time and at the place determined pursuant to this Section 3.1 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement.

Section 3.2. Seller’s Deliveries. At the Closing, the sale, transfer, assignment, and delivery by Seller of the Acquired Assets to Buyer, as herein provided, shall be effected on the Closing Date by quitclaim deeds, bills of sale, endorsements, assignments, and other instruments of transfer and conveyance, excluding any representations, warranties, or covenants, which shall otherwise be consistent with the terms of this Agreement and reasonably satisfactory in form and substance to Buyer and Seller.

Section 3.3. Buyer’s Deliveries. At the Closing:

(a) Buyer shall pay to Seller the Cash Purchase Price by wire transfer of immediately available funds in accordance with instructions provided by the Seller;

-2-

Case 20-10755-BLS Doc 457-3 Filed 07/21/20 Page 6 of 20

(c) Buyer shall execute and deliver to Seller an instrument of assumption of liabilities with respect to the Assumed Liabilities reasonably satisfactory in form and substance to counsel for Seller.

ARTICLE 4. REPRESENTATIONS AND WARRANTIES

Section 4.1. Representations and Warranties of Seller. Seller represents and warrants to Buyer as follows:

(b) Authorization and Validity. Seller has all requisite corporate power and authority to enter into this Agreement and, subject to the Bankruptcy Court’s entry of the Sale Order, to carry out its obligations hereunder and thereunder. Seller's execution and delivery of this Agreement and its performance of its obligations hereunder have been duly authorized by all necessary corporate action of Seller, and no other action on the part of Seller is necessary to authorize such execution, delivery, and performance. This Agreement has been duly executed by Seller and, subject to the Bankruptcy Court’s entry of the Sale Order, Seller's obligations hereunder are valid, binding, and enforceable.

Section 4.2. Representations and Warranties of Buyer. Buyer hereby represents and warrants to Seller as follows:

-3-

Case 20-10755-BLS Doc 457-3 Filed 07/21/20 Page 7 of 20

such consents, approvals, and filings, of which the failure to obtain or make would not materially impact the ability of Buyer to consummate the transactions contemplated hereby.

(f) Citizenship. Buyer is a “citizen of the United States” as defined in the Federal Aviation Act.

ARTICLE 5. COVENANTS AND OTHER AGREEMENTS.

Section 5.1. Covenants of Seller. Seller covenants as follows:

-4-

Case 20-10755-BLS Doc 457-3 Filed 07/21/20 Page 8 of 20

Section 5.2. Covenants of Buyer.

ARTICLE 6. TAXES.

Section 6.1. Taxes Related to Purchase of Assets. All federal, state, and local sales, transfer, gains, excise, value-added, or other similar Taxes other than income Taxes of Seller, including, without limitation, all state and local Taxes other than income Taxes of Seller in connection with the transfer of the Acquired Assets, and all recording and filing fees (collectively, “Transaction Taxes”), that may be imposed by reason of the sale, transfer, assignment and delivery of the Acquired Assets, and are not exempt under § 1146(a) of the Bankruptcy Code, shall be paid by Buyer. Buyer and Seller agree to cooperate to determine the amount of Transaction Taxes payable in connection with the transactions contemplated under this Agreement. Seller at Buyer’s expense, agrees to assist Buyer reasonably in the preparation and filing of any and all required returns for or with respect to such Transaction Taxes with any and all appropriate taxing authorities.

Section 6.2. Cooperation on Tax Matters.

-5-

Case 20-10755-BLS Doc 457-3 Filed 07/21/20 Page 9 of 20

proceeding relating to Tax matters and for the answer to any governmental or regulatory inquiry relating to Tax matters.

(b) Buyer agrees to retain possession, at its own expense, of all accounting, business, financial and Tax records and information (i) relating to the Acquired Assets or the Assumed Liabilities that are in existence on the Closing Date and transferred and delivered to Buyer hereunder and (ii) coming into existence after the Closing Date that relate to the Acquired Assets or the Assumed Liabilities before the Closing Date, for a period of at least six years from the Closing Date, and will give Seller notice and an opportunity to retain any such records in the event that Buyer determines to destroy or dispose of them after such period. In addition, from and after the Closing Date, Buyer agrees that it will provide access to Seller and its attorneys, accountants and other representatives (after reasonable notice and during normal business hours and without charge) to the books, records, documents and other information relating to the Acquired Assets or the Assumed Liabilities as Seller may reasonably deem necessary to (x) properly prepare for, file, prove, answer, prosecute and/or defend any such Tax Return, claim, filing, tax audit, tax protest, suit, proceeding or answer or (y) administer or complete any cases under chapter 11 of the Bankruptcy Code of Seller. Such access shall include, without limitation, access to any computerized information retrieval systems relating to the Acquired Assets or the Assumed Liabilities.

ARTICLE 7. CONDITIONS PRECEDENT TO PERFORMANCE BY PARTIES.

-6-

Case 20-10755-BLS Doc 457-3 Filed 07/21/20 Page 10 of 20

(a) Consents and Approvals. The Bankruptcy Court shall have entered the Sale Order and such Sale Order shall be a final order on the Closing Date.

ARTICLE 8. TERMINATION

Section 8.1. Termination. This Agreement may be terminated at any time prior to the Closing Date:

(a) by either Seller or Buyer if the Closing shall not have occurred by August 3, 20201; provided, however, that such date may be extended by Seller and Buyer upon mutual agreement;

(b) by either Seller or Buyer upon the entry of an order of the Bankruptcy Court authorizing the sale of the Acquired Assets in a Competing Transaction; provided, however, that Buyer shall not be permitted to terminate this Agreement upon the entry of such an order if Buyer is determined to be the second highest bidder for the Acquired Assets, in which case Buyer is required to remain bound by the terms of this Agreement pursuant until closing of the Competing Transaction;

(c) by Seller if Buyer shall have breached any of its representations, warranties, covenants, or agreements contained in this Agreement which would give rise to the failure of a condition set forth in Article 7, which breach cannot be or has not been cured within ten (10) Business Days after Seller gives written notice to Buyer specifying such breach;

(d) by Buyer if Seller shall have breached any of its representations, warranties, covenants, or agreements contained in this Agreement which would give rise to the failure of a condition set forth in Article 7, which breach cannot be or has not been cured within ten (10) Business Days after Buyer gives written notice to Seller specifying such breach; or

(e) By the mutual written consent of Seller and Buyer.

1 [Note to Buyer: Under the bid procedures, the Successful Bid is to remain open until 25 days after the sale hearing, which date we have inserted.]

-7-

Case 20-10755-BLS Doc 457-3 Filed 07/21/20 Page 11 of 20

that Buyer is not then in breach of Buyer’s obligations hereunder, Buyer shall be entitled to return of the Deposit, without any interest thereon. The return of the Deposit by Seller shall be Buyer’s sole remedy in the event of a breach of Seller's obligation hereunder.

ARTICLE 9. MISCELLANEOUS.

Section 9.6. Notices.

If to Seller:

Ravn Air Group, Inc. 4700 Old International Airport Road

-8-

Case 20-10755-BLS Doc 457-3 Filed 07/21/20 Page 12 of 20

Anchorage, AK 99502 Attn: John Mannion, CFO Email: [email protected] with copies (which shall not constitute notice) to:

John T. Young c/o Conway Mackenzie 909 Fannin Street, Suite 4000 Houston, Texas 77010 Email: [email protected]

Keller Benvenutti Kim LLP 650 California Street, Suite 1900 San Francisco, California 94108 Attn: Tobias S. Keller & Jane Kim Email: [email protected]

Winston & Strawn LLP, Attn: David Neier, Esq. and Carrie V. Hardman, Esq. Email: [email protected] , [email protected]

Ashby & Geddes Attn: William P. Bowden, Esq. E-mail: [email protected]

Brown Rudnick LLP Attn: Robert Stark, Esq. and Oksana Lashko, Esq. E-mail: [email protected], [email protected]

Polsinelli PC Attn: Christopher Ward, Esq. E-mail: [email protected]

If to Buyer:

Tatonduk Outfitters Limited 5525 Airport Industrial Road Fairbanks, AK 99709 Attn: Robert Everts Email: [email protected]

-9-

Case 20-10755-BLS Doc 457-3 Filed 07/21/20 Page 13 of 20

ARTICLE 10. DEFINITIONS.

Section 10.1. Certain Terms Defined. As used in this Agreement, the following terms have the following meanings:

-10-

Case 20-10755-BLS Doc 457-3 Filed 07/21/20 Page 14 of 20

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

“Assumed Contracts” means the Contracts to which Seller is a party that Buyer has expressly agreed to assume, which Contracts are listed under the heading “Assumed Contracts on Exhibit A. Buyer shall have the right, by written notice delivered to Seller at any time from and after the Effective Date and until the Closing Date to delete any such Contract from Real Property listed in Exhibit A. Notwithstanding the foregoing, the Assumed Contracts are only those Contracts are listed under the heading “Assumed Contracts on Exhibit A as it appears in its final form as of the Closing Date.

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

“Cure Costs” means the amounts, if any, required to cure any past defaults with respect to an Assumed Contract pursuant to 11 U.S.C. § 365(b)(1).

“FAA” means the United States Federal Aviation Administration or any successor thereto.

“Federal Aviation Act” means the Federal Aviation Act of 1958, as amended, together with the aviation regulations of the FAA, as the same may be in effect from time to time.

“GAAP” means United States generally accepted accounting principles as in effect from time to time.

“Governmental Body” means the following:

(a) any nation, state, county, city, town, village, district, or other jurisdiction of any nature;

(b) any federal, state, local, municipal, foreign, or other government;

(c) any governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal);

(d) any multi-national organization or body; or

(e) any body exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature.

-11-

Case 20-10755-BLS Doc 457-3 Filed 07/21/20 Page 15 of 20

“Ground Lease Real Property” means the parcels of real property subject to a Ground Lease as set forth on Exhibit A.

“IRS” means the Internal Revenue Service.

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

-12-

Case 20-10755-BLS Doc 457-3 Filed 07/21/20 Page 16 of 20

[Signature Page Follows]

-13-

Case 20-10755-BLS Doc 457-3 Filed 07/21/20 Page 17 of 20 Case 20-10755-BLS Doc 457-3 Filed 07/21/20 Page 18 of 20

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

BUYER:

Tatonduk Outfitters Limited

By: Name: Title:

SELLER:

RAVN AIR GROUP, INC.

By: Name:me: JohnJohn MannionMannion Title: Chief Financial Officer

JJM, INC.

By: Name:e: JohnJohn MannionMannion Title: Chief Financial Officer

PENINSULA AVIATION SERVICES, INC.

By: Name:e: JohnJJohn MannionMannion Title: Chief Financial Officer

HAGELAND AVIATION SERVICES, INC.

By: Name:e: JohnJohn MannionMannion Title: Chief Financial Officer

EXHIBIT A

1. REAL PROPERTY

(a) Owned Real Property Case 20-10755-BLSDoc457-3Filed07/21/20Page19of20

(i) N/A

(b) Ground Lease Real Property and improvements thereon

(i) Dillingham Airport

Info: State of Alaska DOT&PF Info: Ravn

Block Lot AK DOT Lease SQ FT Leaseholder Property Description Bldg Sq Feet Built Cure Cost Peninsula Aviation 500A 4B ADA-08841 50,455 Terminal 7,200 1970 $8,606.38 Services, Inc.

(ii) King Salmon Airport

Info: State of Alaska DOT&PF Info: Ravn

Block Lot AK DOT Lease SQ FT Leaseholder Property Description Bldg Sq Feet Built Cure Cost Peninsula Aviation 1 2B ADA-50736 81,271 Terminal plus Fuel Truck Parking 15,000 1985 $15,944.40 Services, Inc.

(iii) St. Mary’s Airport

Info: State of Alaska DOT&PF Info: Ravn

Block Lot AK DOT Lease SQ FT Leaseholder Property Description Bldg Sq Feet Built Cure Cost

100 3A ADA-71157 30,000 JJM, Inc. Hangar Unknown Unknown $4,313.75 Case 20-10755-BLSDoc457-3Filed07/21/20Page20of

2. GROUND SERVICE EQUIPMENT

The Acquired Assets include all ground service equipment located at the Ground Leases in Dillingham and King Salmon.

3. SUBLEASES

(a) U.S. Government Lease for Real Property, dated as of December 21, 2007, by and between the Government of the United States of America and Peninsula Airways, Inc., and all amendments thereto (GS-10B-06915) - Dillingham. Cure Cost ($0).

(b) U.S. Government Lease for Real Property, dated as of August 3, 2015, by and between the Government of the United States of America and Peninsula Airways Inc., and all amendments thereto (GS-10B-06857) – King Salmon. Cure Cost ($0).

(c) Sublease Agreement, dated as of July 1, 2015, by and between Peninsula Airways, Inc. and Chinook Gifts LLC. Cure Cost ($0).

(d) Sublease Agreement, dated as of November 1, 2015, by and between Peninsula Airways, Inc. and ARINC Incorporated. Cure Cost ($0).

4. ASSUMED CONTRACTS

The Ground Leases and Subleases set forth above in items 1 and 3 of this Exhibit are incorporated by reference herein and are Assumed Contracts.

-2-