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AMENDMENT NO. 3 TO ASSET
PURCHASE AGREEMENT
THIS AMENDMENT NO. 3 TO ASSET PURCHASE AGREEMENT, dated as of the
15th day
of December, 2006 (the "Amendment") by the below executing parties,
hereby
amends the Asset Purchase Agreement (as amended from time to time,
the
"Agreement") dated as of July 14, 2006, entered into by and among
Tactical Air
Defense Services, Inc. ("Parent"), Genesis Aviation Acquisition
Inc., Resource
Financial Aviation Holdings Inc., and OneSource Aviation
Acquisition Inc. each a
Nevada corporation and wholly owned subsidiary of Parent (each a
"Subsidiary",
the Subsidiaries and Parent are each sometimes referred to herein
as a
"Purchaser") as Purchasers and AeroGroup Incorporated, a Utah
corporation
("AeroGroup") and its wholly owned subsidiaries, Genesis
Acquisition, Inc.,
Resource Financial Holdings Acquisition, Inc., and OneSource
Acquisition, Inc.,
each a Delaware corporation, as sellers (each individually a
"Seller
Subsidiary", the Seller Subsidiaries and AeroGroup each being
sometimes referred
to herein as a "Seller"), which Agreement was amended by the
parties on August
22, 2006 ("Amendment No. 1"), and on October 3, 2006 ("Amendment
No. 2"). All
capitalized terms not otherwise defined herein shall have the
meanings set forth
in the Agreement.
WHEREAS, the parties originally agreed that the Parent would
assume
certain indebtedness of AeroGroup and warrants to purchase common
stock of
AeroGroup as provided in Section 1(d) of the Agreement as a
condition to
closing; and
WHEREAS, AeroGroup has, since the date of the Agreement raised
additional
capital in which financing has been consummated in October of 2006
(the "October
Financing"), which financing was necessary for the operations of
AeroGroup and
for AeroGroup to negotiate certain contracts and develop its
aircraft parts and
certification program, all of which are or will be necessary in
connection with
the business of the Purchasers; and
WHEREAS, AeroGroup's auditors and creditors have discovered and
verified
additional indebtedness owed to certain creditors; and
WHEREAS, the Parent has agreed, as a condition to closing of
the
acquisition relating to the Agreement, to assume certain
indebtedness of
AeroGroup; and
WHEREAS, the Parent has agreed to assume the indebtedness owed
the
creditors and warrant holders of AeroGroup as specifically provided
in the
Agreement and to assume all of the obligations of AeroGroup to
issue shares upon
conversion therefore without requiring the convertible note holders
or warrant
holders to consent thereto;
WHEREAS, the Purchasers each believe that increasing the amount of
assumed
liabilities and assumed Investor Warrants as set forth hereto, is
fair and
reasonable consideration in light of the value of the assets being
acquired by
AeroGroup; and
<PAGE>
NOW THEREFORE, it is agreed:
1. Section 1.(d)(ii) of the Agreement is hereby amended to correct
a
typographical error and is amended and revised to be and read as
follows:
"(ii) Secured Daniels Debt. The convertible debt in
the initial amount of $1,100,000 (the "Secured Daniels Note") owed
to
Mark T. Daniels ("Daniels"), which shall be secured by a first
priority
lien on the assets of the Purchasers and becoming convertible
into
Common Stock at a conversion price of $.50 of principal and
interest
converted for each share of Common Stock."
2. Schedule 1(d)(iii) reflecting all of the Investor Notes and
Schedule 1(d)(iv) reflecting all of the Investor Warrants, are and
shall hereby
by amended and restated in their entirety in the form as annexed
hereto as
Exhibit A and as reflected on the Current Report in Form 8-K
relating to the
transaction. Purchasers hereby ratify and accept the issuances by
AeroGroup of
the notes and warrants in connection with the October
Financing.
3. The Purchasers and Sellers hereby each waive any requirement
incumbent upon one another that note holders and warrant holders
counter execute
any form of Agreement of Assumption. Additionally, Section 8(f) is
hereby
amended and restated in its entirety to be and read:
(f) An Agreement of Assumption shall have been executed by Parent
in
favor of all of the convertible note holders and warrant holders
described in
Section 1(d).
In lieu thereof, the Parent shall issue to each of the note holders
and
warrant holders set forth in the Agreement and Schedules thereto,
an Agreement
of Assumption agreeing to assume the indebtedness of AeroGroup, to
be bound by
said promissory notes or warrants, and agreeing to issue, upon
conversion
thereof or exercise of the warrants, such number of shares of
Common Stock as is
set forth in the Agreement of Assumption which, for the avoidance
of doubt,
shall be as set forth in the Agreement (including the Schedules
thereto), as
amended to date.
4. The Agreement is and shall remain and continue in full force
and
effect in all other respects, without prejudice.
5. This Amendment may be signed in one or more counterparts.
[Signature Pages Follow]
<PAGE>
COUNTERPART SIGNATURE PAGE TO AMENDMENT TO ASSET PURCHASE
AGREEMENT, DATED AS OF
DECEMBER 15, 2006
IN WITNESS WHEREOF, the parties hereto, intending to be bound
hereby, have caused this Amendmen
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