Airline Passenger Business in Puerto Rico

Sale of substantially all of assets of the SeaStar Holdings, Inc., et al., include all of Seller's tangible and intangible assets, properties and rights as of the Closing Date of whatever kind or nature and wherever situated or located, other than the Excluded Assets, described as below:

• All Cash;
• All Accounts Receivable;
• All owned Inventories, including of rotable and consumable spare parts;
• All airport Facility Leases, agreements and licenses or arangements at Stations within the Caribbean Basin at, or served from, San Juan Puerto Rico and at, or served from the Charlotte Amalie Seaplane Base in St. Thomas and/or the Seaplane base in St. Croix, U.S. Virgin Islands (collectively, the "Station Leases"), which Purchaser elects by written notice to Seller given not less than three (3) days prior to the date on which the Auction occurs to assume at and from Closing together with all Station Property, in each case relating to such assumed Station Leases (collectively, the "Acquired Station Assets");
• Seller's Certificate of Public Convenience and Necessity issued by the U.S. Department of Transportation under 49 U.S.C. Chapter 4ll and Seller's Air Carrier Certificate and Operations Specifications issued by the Federal Aviation Administration under 14 CFR Part 121;
• All Route Authority to destinations served from San Juan Puerto Rico, and/or from the Charlotte Amalie Seaplane Base in St. Thomas andlor the Seaplane base in St. Croix, U.S. Virgin Islands;
• All Code Share Agreements;
• All Seller's rights under existing Revenue Guaranties and other support agreements, and similar items of Seller;
• All deposits (including, without limitation, security deposits (whether maintained in escrow or otherwise) for rent, electricity, telephone or otherwise), advances, prepayments, reserves, rights in respect of promotional allowances, vendor rebates and other refunds, claims, causes of action, rights of recovery, rights under guaranties, rights of set-off and rights of recoupment of every kind and nature (whether or not known or unknown or contingent or non-contingent), and the right to receive and retain mail, Accounts Receivable paSrments and other communications of Seller and the right to ticket revenue in respect to transportation or other services performed but unbilled or uncollected as of the Closing, provided, however, all deposits provided to any utility provider under Bankruptcy Code Section 366 shall be payable to Purchaser upon termination of the utility service; C) To the extent that such lease (and any such agreement related thereto, if any) is an Assigned Contract, all rights under a lease (and any agreement related thereto) for a Leased Property, in each case together with all interests in and to all Improvements and fixtures located thereon or attached thereto, and other appurtenances thereto, and rights in respect thereof;
• All owned aircraft engines and propellers;
• All owned real property fixtures;
• All information technology systems;
• All owned office furniture and fumishings;
• All pre-Closing ticket sales proceeds for flights to be flown post Closing;
• All owned Ground Support Equipment and other FF&E;
• All Intellectual Property;
• All Assigned Contracts;
• All Documents;
• All Permits;
• All recoverable overpayments of air transportation related governmental fees and charges;
• Except to the extent that such insurance policy is an Excluded Asset under Section 2.2(1) below and to the extent assignable, all rights under or arising out of all insurance proceeds and insurance policies relating to the Business or any of the Acquired Assets (including, without limitation, returns and refunds of any premiums paid, or other amounts due back to Seller, with respect to cancelled policies), unless non-assignable as a matter of Law;
• All motor vehicles owned by Seller;
• All rights under non-disclosure or confìdentiality, non-compete, or nonsolicitation agreements with employees and agents of Seller or with third parties (including, without limitation, any non-disclosure or confidentiality, non-cotnpete, or non-solicitation agreements entered into in connection with the Auction);
• Any rights, claims or Causes of Action, including all Causes of Action arising under chapter 5 of the Bankruptcy Code, against any Person;
• All rights under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturets, contractors and any other Person to the extent relating to products or services purchased by or provided, to Seller or to the extent affecting any Acquired Assets, other than any waffanties, representations and guarantees pertaining to any Excluded Assets.

The Sale Assets are more described in "ASSET PURCHASE AGREEMENT" from Page 66-68 on the attached PDF.