Exhibit 10.1


 


THE SECURITIES OFFERED INVOLVE A HIGH DEGREE
OF RISK AND MAY RESULT IN THE LOSS OF YOUR ENTIRE INVESTMENT. ANY PERSON CONSIDERING THE PURCHASE OF THESE SECURITIES SHOULD CONSULT
WITH HIS, HER OR ITS LEGAL, TAX AND FINANCIAL ADVISORS PRIOR TO MAKING AN INVESTMENT IN SECURITIES. THE SECURITIES SHOULD ONLY
BE PURCHASED BY PERSONS WHO CAN AFFORD TO LOSE ALL OF THEIR INVESTMENT.


 


SUBSCRIPTION AGREEMENT


 


The undersigned (hereinafter
“Subscriber”) hereby confirms his/her/its subscription for the purchase shares of Series C Preferred Stock,
par value $0.01 per share (the “Preferred Shares”), of Baltia Air Lines, Inc., a New York corporation (the “Company”),
on the terms described below.


 


WHEREAS, the Company is
conducting a “best efforts” offering (the “Offering”) to sell up to $1,000,000 (the “Offering
Amount”) of Preferred Shares. The Preferred Shares and the underlying shares of Common Stock issuable upon conversion
of the Preferred Shares (the “Conversion Shares”) are sometimes collectively referred to herein as the “Securities”;
and


 


WHEREAS, Subscriber desires
to purchase the Preferred Shares for the Purchase Price (as defined below), and the Company desires to sell the Preferred Shares
to the Subscriber for the Purchase Price.


 


NOW, THEREFORE, in consideration
of the mutual covenants and agreements herein contained, Subscriber and the Company agree as follows:


 


In connection with this
subscription, Subscriber and the Company agree as follows:


 


1.          Purchase
and Sale of the Preferred Shares.


 


(a)          The
Company hereby agrees to issue and to sell to Subscriber, and Subscriber hereby agrees to purchase from the Company, Preferred
Shares for the aggregate subscription amount set forth on the signature page hereto. The Subscriber understands that this subscription
is not binding upon the Company until the Company accepts it. The Subscriber acknowledges and understands that acceptance of this
Subscription will be made only by a duly authorized representative of the Company executing and mailing or otherwise delivering
to the Subscriber at the Subscriber’s address set forth herein, a counterpart copy of the signature page to this Subscription
Agreement indicating the Company’s acceptance of this Subscription. The Company reserves the right, in its sole discretion
for any reason whatsoever, to accept or reject this subscription in whole or in part. Following the acceptance of this Subscription
Agreement by the Company, the Company shall issue and deliver to Subscriber the Preferred Shares subscribed for hereunder against
payment in U.S. Dollars of the Purchase Price (as defined below). If this subscription is rejected, the Company and the Subscriber
shall thereafter have no further rights or obligations to each other under or in connection with this Subscription Agreement. If
this subscription is not accepted by the Company on or before the last day of the Offering Period, this subscription shall be deemed
rejected.


 




    	 	1	 



     


    

 


(b)          Subscriber
has hereby delivered and paid concurrently herewith the aggregate purchase price for the Preferred Shares set forth on the signature
page hereof in an amount required to purchase and pay for the Preferred Shares subscribed for hereunder (the “Purchase
Price”), which amount has been paid in U.S. Dollars by wire transfer or check, subject to collection, to the order of
“Baltia Air Lines, Inc.”


 


(c)          Subscriber
understands and acknowledges that this subscription is part of a private placement by the Company of up to $1,000,000 in Preferred
Shares, which offering is being made on a “best efforts” basis. The subscription amounts paid by the Subscriber to
the Company will be deposited in the Company’s operating account. Subscriber understands that Company must not sell any minimum
amount before it receives, and has the right to expend, the net proceeds from the sale of any Preferred Shares.


 


2.          Representations
and Warranties of Subscriber. Subscriber represents and warrants to the Company as follows:


 


(a)          Subscriber
is an “accredited investor” as defined by Rule 501 under the Securities Act of 1933, as amended (the “Act”),
and Subscriber is capable of evaluating the merits and risks of Subscriber’s investment in the Securities and has the ability
and capacity to protect Subscriber’s interests.


 


(b)
        Subscriber understands that the Securities have not been registered. Subscriber understands that the Securities will not
be registered under the Act on the ground that the issuance thereof is exempt under Section 4(a)(2) and Rule 506(b) of the Act
and as a transaction by an issuer not involving any public offering and that, in the view of the United States Securities and
Exchange Commission (the “SEC”), the statutory basis for the exception claimed would not be present if any
of the representations and warranties of Subscriber contained in this Subscription Agreement or those of other purchasers of the
Preferred Shares are untrue or, notwithstanding the Subscriber’s representations and warranties, the Subscriber currently
has in mind acquiring any of the Preferred Shares for resale upon the occurrence or non-occurrence of some predetermined event.


 


(c)          Subscriber
is purchasing the Preferred Shares subscribed for hereby for investment purposes and not with a view to distribution or resale,
nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or
at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing
of the Securities in full compliance with all applicable provisions of the Act, the rules and regulations promulgated by the SEC
thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investment.


 




    	 	2	 



     


    

 


(d)          Subscriber
acknowledges that Subscriber has had the opportunity to ask questions of, and receive answers from, the Company or any authorized
person acting on its behalf concerning the Company and its business and to obtain any additional information, to the extent possessed
by the Company (or to the extent it could have been acquired by the Company without unreasonable effort or expense) necessary to
verify the accuracy of the information received by Subscriber. In connection therewith, Subscriber acknowledges that Subscriber
has had the opportunity to discuss the Company’s business, management and financial affairs with the Company’s management
or any authorized person acting on its behalf. Subscriber has received and reviewed the Subscription Booklet, and all the information
concerning the Company and the Securities, both written and oral, that Subscriber desires. Without limiting the generality of the
foregoing, Subscriber has been furnished with or has had the opportunity to acquire, and to review: (i) copies of all of the Company’s
publicly available documents, the Subscription Booklet, and (ii) all information, both written and oral, that Subscriber desires
with respect to the Company’s business, management, financial affairs and prospects. In determining whether to make this
investment, Subscriber has relied solely on (i) Subscriber’s own knowledge and understanding of the Company and its business
based upon Subscriber’s own due diligence investigations and the information furnished pursuant to this paragraph, and (ii)
the information described in subparagraph 2(g) below. Subscriber understands that no person has been authorized to give any information
or to make any representations which were not contained in the Subscription Booklet and Subscriber has not relied on any other
representations or information.


 


(e)          Subscriber
has all requisite legal and other power and authority to execute and deliver this Subscription Agreement and to carry out and perform
Subscriber’s obligations under the terms of this Subscription Agreement. This Subscription Agreement constitutes a valid
and legally binding obligation of Subscriber, enforceable in accordance with its terms, subject to laws of general application
relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief
or other general principles of equity, whether such enforcement is considered in a proceeding in equity or law.


 


(f)          Subscriber
has carefully considered and has discussed with the Subscriber’s legal, tax, accounting and financial advisors, to the extent
the Subscriber has deemed necessary, the suitability of this investment and the transactions contemplated by this Subscription
Agreement for the Subscriber’s particular federal, state, local and foreign tax and financial situation and has independently
determined that this investment and the transactions contemplated by this Subscription Agreement are a suitable investment for
the Subscriber. Subscriber has relied solely on such advisors and not on any statements or representations of the Company or any
of its agents. Subscriber understands that Subscriber (and not the Company) shall be responsible for Subscriber’s own tax
liability that may arise as a result of this investment or the transactions contemplated by this Subscription Agreement.


 


(g)          This
Subscription Agreement and the Accredited Investor Questionnaire accompanying this Subscription Agreement do not contain any untrue
statement of a material fact or omit any material fact concerning Subscriber.


 


(h)          There
are no actions, suits, proceedings or investigations pending against Subscriber or Subscriber’s assets before any court or
governmental agency (nor, to Subscriber’s knowledge, is there any threat thereof) which would impair in any way Subscriber’s
ability to enter into and fully perform Subscriber’s commitments and obligations under this Subscription Agreement or the
transactions contemplated hereby.


 




    	 	3	 



     


    

 


(i)          The
execution, delivery and performance of and compliance with this Subscription Agreement and the issuance of the Preferred Shares
constituting the components of the Preferred Shares will not result in any violation of, or conflict with, or constitute a default
under, any of Subscriber’s articles of incorporation or by-laws, or equivalent limited liability company, trust or partnership
documents, if applicable, or any agreement to which Subscriber is a party or by which it is bound, nor result in the creation of
any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Subscriber or the Preferred Shares.


 


(j)          Subscriber
acknowledges that an investment in the Securities is speculative and involves a high degree of risk and that Subscriber can bear
the economic risk of the purchase of the Securities, including a total loss of his/her/its investment.


 


(k)         Subscriber
acknowledges that he/she/it has carefully reviewed and considered the risk factors discussed in the “Risk Factors”
section of the Subscription Booklet.


 


(l)          Subscriber
recognizes that no federal, state or foreign agency has recommended or endorsed the purchase of the Securities.


 


(m)        Subscriber is aware that the Preferred Shares are, and the Common Stock issuable upon conversion of the Preferred Shares will
be, when issued, “restricted securities” as that term is defined in Rule 144 of the general rules and regulations
under the Act.


 


(n)         Subscriber
understands that the Preferred Shares shall bear the following legend or one substantially similar thereto, which Subscriber has
read and understands:


 


NEITHER THIS SECURITY NOR ANY
SECURITY INTO WHICH IT MAY BE CONVERTED HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) OR APPLICABLE STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY SECURITY INTO WHICH IT MAY BE CONVERTED NOR ANY
INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED
OF AT ANY TIME IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION. 


 


(o)          Because
of the legal restrictions imposed on resale, Subscriber understands that the Company shall have the right to note stop-transfer
instructions in its stock transfer records, and Subscriber has been informed of the Company’s intention to do so. Any sales,
transfers, or other dispositions of the Preferred Shares by Subscriber, if any, will be made in compliance with the Act and all
applicable rules and regulations promulgated thereunder.


 




    	 	4	 



     


    

 


(p)          Subscriber
acknowledges that Subscriber has such knowledge and experience in financial and business matters that Subscriber is capable of
evaluating the merits and risks of an investment in the Securities and of making an informed investment decision with respect thereto.


 


(q)          Subscriber
represents that: (i) Subscriber is able to bear the economic risks of an investment in the Securities and to afford a complete
loss of the investment, and (ii) (A) Subscriber could be reasonably assumed to have the ability and capacity to protect his/her/its
interests in connection with this subscription; or (B) Subscriber has a pre-existing personal or business relationship with either
the Company or any affiliate thereof of such duration and nature as would enable a reasonably prudent purchaser to be aware of
the character, business acumen and general business and financial circumstances of the Company or such affiliate and is otherwise
personally qualified to evaluate and assess the risks, nature and other aspects of this subscription.


 


(r)          Subscriber
further represents that the address of Subscriber set forth below is his/her principal residence (or, if Subscriber is a company,
partnership or other entity, the address of its principal place of business); that Subscriber is purchasing the Securities for
Subscriber’s own account and not, in whole or in part, for the account of any other person; Subscriber is purchasing the
Securities for investment and not with a view to the resale or distribution thereof; and that Subscriber has not formed any entity,
and is not an entity formed, for the purpose of purchasing the Securities.


 


(s)          Subscriber
understands that the Company shall have the unconditional right to accept or reject this subscription, in whole or in part, for
any reason or without a specific reason, in the sole and absolute discretion of the Company (even after receipt and clearance of
Subscriber’s funds). This Subscription Agreement is not binding upon the Company until accepted in writing by an authorized
officer of the Company. In the event that this subscription is rejected, then Subscriber’s subscription funds (to the extent
of such rejection) will be promptly returned in full without interest thereon or deduction therefrom.


 


(t)          Subscriber
has not been furnished with any oral representation or oral information in connection with the offering of the Securities that
is not contained in, or is in any way contrary to or inconsistent with, statements made in the Subscription Booklet and this Subscription
Agreement.


 


(u)          Subscriber
represents that Subscriber is not subscribing for the Securities as a result of or subsequent to any advertisement, article, notice
or other communication published in any newspaper, magazine or similar media or broadcast over the Internet, television or radio
or presented at any seminar or meeting or any public announcement or filing of or by the Company.


 


(v)         Subscriber
has carefully read this Subscription Agreement and the Subscription Booklet, and Subscriber has accurately completed the Accredited
Investor Questionnaire which accompanies this Subscription Agreement.


 




    	 	5	 



     


    

 


(w)          No
representations or warranties have been made to Subscriber by the Company, or any officer, employee, agent, affiliate or subsidiary
of the Company, other than the representations of the Company contained herein, and in subscribing for the Securities the Subscriber
is not relying upon any representations other than those contained in the Subscription Booklet or in this Subscription Agreement.


 


(x)          Subscriber
represents and warrants, to the best of Subscriber’s knowledge, that no finder, broker, agent, financial advisor or other
intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation in connection
with the transactions contemplated by this Subscription Agreement.


 


(y)          Subscriber
represents and warrants that Subscriber has: (i) not distributed or reproduced the Subscription Booklet, in whole or in part, at
any time, without the prior written consent of the Company, (ii) kept confidential the existence of the Subscription Booklet and
the information contained therein or made available in connection with any further investigation of the Company and (iii) refrained
and shall refrain from trading in the publicly-traded securities of the Company for so long as such recipient has been in possession
of any material non-public information contained in the Subscription Booklet.


 


(z)          If the Subscriber is a corporation,
partnership, limited liability company, trust, or other entity, the person executing this Subscription Agreement hereby represents
and warrants that the above representations and warranties shall be deemed to have been made on behalf of such entity and the Subscriber
has made the same after due inquiry to determine the truthfulness of such representations and warranties.


 


(aa)        If the Subscriber
is a corporation, partnership, limited liability company, trust, or other entity, it represents that: (i) it is duly organized,
validly existing and in good standing in its jurisdiction of incorporation or organization and has all requisite power and authority
to execute and deliver this Subscription Agreement and purchase the Securities as provided herein; (ii) its purchase of the Securities
will not result in any violation of, or conflict with, any term or provision of the charter, by-laws or other organizational documents
of Subscriber or any other instrument or agreement to which the Subscriber is a party or is subject; (iii) the execution and delivery
of this Subscription Agreement and Subscriber’s purchase of the Securities has been duly authorized by all necessary action
on behalf of the Subscriber; and (iv) all of the documents relating to the Subscriber’s subscription to the Securities have
been duly executed and delivered on behalf of the Subscriber and constitute a legal, valid and binding agreement of the Subscriber.


 


(bb)        The
Subscriber should check the Office of Foreign Assets Control (“OFAC”) website at <http://www.treas.gov/ofac>
before making the following representations. The Subscriber represents that the amounts invested by it in the Company in the Offering
were not and are not directly or indirectly derived from activities that contravene federal, state or international laws and regulations,
including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by OFAC prohibit, among
other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities
and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at
<http://www.treas.gov/ofac>. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit
dealing with individuals or entities in certain countries regardless of whether such individuals or entities appear on the OFAC
lists;


 




    	 	6	 



     


    

 


To the best of the Subscriber’s
knowledge, none of: (1) the Subscriber; (2) any person controlling or controlled by the Subscriber; (3) if the Subscriber is a
privately-held entity, any person having a beneficial interest in the Subscriber; or (4) any person for whom the Subscriber is
acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC list,
or a person or entity prohibited under the OFAC Programs. Please be advised that the Company may not accept any amounts from a
prospective investor if such prospective investor cannot make the representation set forth in the preceding paragraph. The Subscriber
agrees to promptly notify the Company should the Subscriber become aware of any change in the information set forth in these representations.
The Subscriber understands and acknowledges that, by law, the Company may be obligated to “freeze the account” of the
Subscriber, either by prohibiting additional subscriptions from the Subscriber, declining any redemption requests and/or segregating
the assets in the account in compliance with governmental regulations. The Subscriber further acknowledges that the Company may,
by written notice to the Subscriber, suspend the redemption rights, if any, of the Subscriber if the Company reasonably deems it
necessary to do so to comply with anti-money laundering regulations applicable to the Company or any of the Company’s service
providers. These individuals include specially designated nationals, specially designated narcotics traffickers and other parties
subject to OFAC sanctions and embargo programs;


 


To the best of the Subscriber’s
knowledge, none of: (1) the Subscriber; (2) any person controlling or controlled by the Subscriber; (3) if the Subscriber is a
privately-held entity, any person having a beneficial interest in the Subscriber; or (4) any person for whom the Subscriber is
acting as agent or nominee in connection with this investment is a senior foreign political figure, or any immediate family member
or close associate of a senior foreign political figure; and


 


If the Subscriber is affiliated
with a non-U.S. banking institution (a “Foreign Bank”), or if the Subscriber receives deposits from, makes payments
on behalf of, or handles other financial transactions related to a Foreign Bank, the Subscriber represents and warrants to the
Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the Foreign
Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related to its banking activities;
(3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities;
and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in
any country and that is not a regulated affiliate.


 


(cc)         The
Subscriber is aware that the Company is delinquent in its reporting requirements pursuant to the Securities Exchange Act of 1934
as a result of its failure to file Forms 10-Q for the quarterly periods ended June 30, 2016 and September 2016.


 


(dd)         The
Subscriber is aware that the Company is party to certain legal proceedings in connection with an aggregate of approximately $127,000
of outstanding payables and $655,000 in outstanding promissory notes.


 




    	 	7	 



     


    

 


(ee)         The
Subscriber understands that the Series C Preferred Shares purchased under this Subscription Agreement may be junior in rights and
preferences to future classes of preferred stock that the Company may designate from time to time.


 


3.          Representations
and Warranties of the Company. The Company represents and warrants to Subscriber as follows:


 


(a)          Due
Organization. The Company is a corporation duly organized, validly existing and in good standing under the laws of New York
and has the requisite power and authority to own its properties and to carry on its business as presently conducted. The Company
is qualified to transact business as a foreign corporation and is in good standing under the laws of each jurisdiction where the
location of its properties or the conduct of its business makes such qualification necessary, except where the failure to be so
qualified and in good standing would not have a material and adverse effect on the business, condition (financial or otherwise),
operations, prospects or property of the Company or any of its subsidiaries, taken as a whole (“Material Adverse Effect”).


 


(b)          Due
Authorization; Enforceability. Each transaction document has been duly authorized, executed and delivered by the Company and
is a valid and binding agreement enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally
and to general principles of equity. The Company has full corporate power and authority necessary to conduct its business as presently
conducted and to enter into and deliver the transaction documents and to perform its obligations thereunder.


 


(c)          Non-Contravention.
None of the execution and delivery of, or performance by the Company under, any of the transaction documents or the consummation
of the transactions herein or therein contemplated conflicts with or violates, or will result in the creation or imposition of
any lien, charge or other encumbrance upon any of the assets of the Company under, any agreement or other instrument to which the
Company is a party or by which the Company or its assets may be bound, any term of the certificate of incorporation or by-laws
of the Company, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to the Company or any of
its assets, except where such conflict, violation or creation


 


(d)          Conduct
of Business. The conduct of business by the Company as presently conducted is not subject to continuing oversight, supervision,
regulation or examination by any governmental official or body of the United States or any other jurisdiction wherein the Company
conducts or proposes to conduct such business, except as such regulation as is applicable to commercial enterprises generally.
The Company has obtained all requisite licenses, permits and other governmental authorization necessary to conduct its business
as presently, and as proposed to be, conducted, except where the failure to obtain such license, permit or other governmental authorization
would result in a Material Adverse Effect.


 




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(e)          Consents.
No consent, approval, authorization or order of any court, governmental agency or body or arbitrator having jurisdiction over the
Company, or any of its affiliates, is required for the execution by the Company of the transaction documents and compliance and
performance by the Company of its obligations under the transaction documents, including, without limitation, the issuance and
sale of the Securities, other than such consents, approvals and authorizations as shall have been received by the Company as of
the closing date.


 


(f)          The
Securities. The Securities upon issuance:


 


(i)          are,
or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer
under the Act and any applicable state securities laws;


 


(ii)         have
been, or will be, duly and validly authorized and on the date of issuance of the Securities, such Securities will be duly and validly
issued, fully paid and non-assessable;


 


(iii)        will
not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company;


 


(iv)        will
have been issued in reliance upon an exemption from the registration requirements of and, assuming the representations and warranties
of the Subscriber herein is true and accurate, will have been issued in compliance with Section 5 under the Act.


 


4.          Right
of Participation.


 


(a)          For
as long as Subscriber owns Preferred Shares, each such Subscriber shall have a right of participation (the “Right of Participation”)
with respect to all future equity or equity-linked capital raising transactions of the Company (each, a “Subsequent Financing”)
in an amount equal to Subscriber’s pro rata purchase of Preferred Shares in this Offering up to an aggregate of twenty percent
(20%) of the Subsequent Financing, subject to certain customary exceptions described below (each an “Excluded Issuance”).
The Company shall give advance written notice to Subscriber prior to any Subsequent Financing. Subscriber shall have five (5) business
days from receipt of such notice to deliver a written notice to the Company that Subscriber elects to exercise its Right of Participation
in the Subsequent Financing.


 


(b)          To
the extent that Subscriber elects to exercise its Right of Participation and any other subscriber in this Offering does not exercise
their Right of Participation (each, a “Declining Holder”), Subscriber shall have the right to purchase the shares
offered to the Declining Holders pro rata.


 


(c)          If,
subsequent to the Company giving notice to Subscriber, the terms and conditions of the Subsequent Financing are changed in any
material way, the Company shall be required to provide a new notice to Subscriber and Subscriber shall have the Right of Participation
again to purchase all or a portion of the securities in such offering on such changed terms and conditions.


 




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(d)          For
purposes of this Section 4, “Excluded Issuance” shall mean the issuance of (a) shares of Common Stock or options
to consultants, employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose,
by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee
directors established for such purpose, (b) securities exercisable or exchangeable for or convertible into shares of Common Stock
issued and outstanding on the date of this Subscription Agreement, provided that such securities have not been amended since the
date of this Subscription Agreement to increase the number of such securities or to decrease the exercise price, exchange price
or conversion price of such securities, (c) shares of Common Stock issued or issuable as a dividend on Common Stock or Preferred
Stock, (d) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors
of the Company, and (e) securities issuable in exchange for assets, not cash or any other issuance where the primary reason is
not to raise money for the Company.


 


5.          Registration
Rights of Shares.


 


(a)          Piggy-Back
Rights. If at any time the Company proposes to file a registration statement under the Act with respect to an offering of equity
securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the
Company for its own account or for security holders of the Company for their account (or by the Company and by security holders
of the Company), other than a registration statement (i) filed in connection with an offering of securities to employees or
directors of the Company pursuant to any employee stock option or other benefit plan, (ii) filed on Form S-4 or S-8 or any
successor to such forms, (iii) for an exchange offer or offering of securities solely to the Company’s existing security
holders, (iv)  for a dividend reinvestment plan, or (v) solely in connection with a merger, share capital exchange, asset
acquisition, share purchase, reorganization, amalgamation, subsequent liquidation, or other similar business transaction that results
in all of the Company’s shareholders having the right to exchange their Common Stock for cash, securities or other property
of a non-capital raising bona fide business transaction, then the Company shall (x) give written notice of such proposed filing
to the holders of the Conversion Shares as soon as practicable but in no event less than five (5) business days before the anticipated
filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s)
of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer
to the holder of Conversion Shares in such notice the opportunity to register the sale of such number of Conversion Shares as such
holders may request in writing within three (3) business days following receipt by such holder of such notice (a “Piggy-Back
Registration”), provided, however, the holder of the Conversion Shares shall only be entitled to one Piggy-Back Registration
right that shall be selected by a majority of the holders of Conversion Shares. At such time as the Conversion Shares become eligible
for resale pursuant to Rule 144, the holders’ rights to Piggy-Back Registration shall expire. The Company shall include in
such registration statement such Conversion Shares that are requested to be included therein within three (3) business days after
the receipt by such holder of any such notice, on the same terms and conditions as any similar securities of the Company. If at
any time after giving written notice of its intention to register any securities and prior to the effective date of the registration
statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration
of such securities, the Company may, at its election, give written notice of such determination to each holder of, the Conversion
Shares, and (x) in the case of a determination not to register, shall be relieved of its obligation to register any Conversion
Shares in connection with such registration, and (y) in the case of a determination to delay registering, shall be permitted
to delay registering any Conversion Shares for the same period as the delay in registering such other securities. If the offering
pursuant to a Piggy-Back Registration is to be an underwritten offering, then the holder making a request for its Conversion Shares
to be included therein must permit the sale or other disposition of such Conversion Shares in accordance with the intended method(s)
of distribution thereof. The holder of the Conversion Shares proposing to distribute their securities through a Piggy-Back Registration
that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter
or underwriters selected for such Piggy-Back Registration and the holder of the Conversion Shares shall be responsible for any
fees or commissions due to such underwriters in connection with the sale of such Conversion Shares.


 




    	 	10	 



     


    

 


(b)          Reduction
of Offering. If the managing underwriter or underwriters for a Piggy-Back Registration that is to be an underwritten offering
advises the Company and the holder of the Conversion Shares in writing that the dollar amount or number of the Common Stock which
the Company desires to sell, as to which registration has been demanded pursuant to written contractual arrangements with persons
other than the holders of the Conversion Shares as to which registration has been requested under this section and the securities
as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other security
holders of the Company exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without
adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering
(such maximum dollar amount or maximum number of securities, as applicable, the “Maximum Number of Securities”),
then the Company shall include in any such registration:


 


(i)          If
the registration is undertaken for the Company’s account: (A) first, the shares of Common Stock that the Company desires
to sell; and (B) to the extent of the Maximum Number of Securities, the shares of Common Stock, pro-rata among holders, for
the account of any persons, including investors in this Offering for which the Company is obligated to register pursuant to contractual
piggy-back registration rights such as in this Agreement.


 


(ii)         Withdrawal.
Any holder of the Conversion Shares may elect to withdraw such holder’s request for inclusion of the Conversion Shares in
any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the
registration statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand
pursuant to written contractual obligations) may withdraw a registration statement at any time prior to the effectiveness of the
registration statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of a majority
of the Conversion Shares in connection with such Piggy-Back Registration, excluding any customary expenses and commissions incurred.


 


(iii)        Limitations
on Piggy-Back Registration Rights.  The Company has the right to exclude the holder of the Conversion Shares from any
registration statement in the event the Company is contractually obligated to exclude such securities. Furthermore, in the event
that the registration statement covers shares of the Company, the Company, or the underwriter shall have a right to require the
holders to a six (6) month lock-up period from the date of effectiveness of the registration statement.


 




    	 	11	 



     


    

 


6.          Indemnification.
Subscriber agrees to indemnify and hold harmless the Company and its officers, directors, employees, shareholders, agents, attorneys,
representatives and affiliates, and any person acting for or on behalf of the Company, from and against any and all damage, loss,
liability, cost and expense (including reasonable attorneys’ fees and disbursements) which any of them may incur by reason
of the failure by Subscriber to fulfill any of the terms and conditions of this Subscription Agreement, or by reason of any breach
of the representations and warranties made by Subscriber herein, or in any other document provided by Subscriber to the Company
in connection with this investment. All representations, warranties and covenants of each of Subscriber and the Company contained
herein shall survive the acceptance of this subscription and the closings.


 


7.          Miscellaneous.


 


(a)          Subscriber
agrees not to transfer or assign this Subscription Agreement or any of Subscriber’s interest herein and further agrees that
the transfer or assignment of the Securities acquired pursuant hereto shall be made only in accordance with all applicable laws.


 


(b)          Subscriber
agrees that Subscriber cannot cancel, terminate, or revoke this Subscription Agreement or any agreement of Subscriber made hereunder,
and this Subscription Agreement shall survive the death or legal disability of Subscriber and shall be binding upon Subscriber’s
heirs, executors, administrators, successors, and permitted assigns.


 


(c)          Subscriber
has read and has accurately completed this entire Subscription Agreement.


 


(d)          This
Subscription Agreement, the Accredited Investor Questionnaire and the Preferred Shares constitute the entire agreement between
the parties hereto with respect to the subject matter hereof and may be amended or waived only by a written instrument signed by
all parties.


 


(e)          Subscriber
acknowledges that it has been advised and has had the opportunity to consult with Subscriber’s own attorney regarding this
subscription and Subscriber has done so to the extent that Subscriber deems appropriate.


 


(f)          Any
notice or other document required or permitted to be given or delivered to the parties hereto shall be in writing and sent: (i)
by fax if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges
prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid) or (c) by a recognized overnight
delivery service (with charges prepaid).


 




    	 	12	 



     


    

 


If to the Company, at:


 


Baltia Air Lines,
Inc.


10 East 40th Street, 10th
Floor


New York, NY 10016-0201


Attention: Anthony Koulouris, President


Tel:


Fax:


 


With a copy to:


 


Richard I. Anslow,
Esq.


Ellenoff Grossman
& Schole LLP


1345 Avenue of
the Americas


New York, NY
10105


Tel: (212) 370-1300


Fax: (212) 370-7889


 


If to the Subscriber, at its address
set forth on the signature page to this Subscription Agreement, or such other address as Subscriber shall have specified to the
Company in writing.


 


(g)          Failure
of the Company to exercise any right or remedy under this Subscription Agreement or any other agreement between the Company and
the Subscriber, or otherwise, or any delay by the Company in exercising such right or remedy, will not operate as a waiver thereof.
No waiver by the Company will be effective unless and until it is in writing and signed by the Company.


 


(h)          This
Subscription Agreement shall be enforced, governed and construed in all respects in accordance with the laws of the State of New
York, as such laws are applied by the New York courts except with respect to the conflicts of law provisions thereof, and shall
be binding upon the Subscriber and the Subscriber’s heirs, estate, legal representatives, successors and permitted assigns
and shall inure to the benefit of the Company, and its successors and assigns.


 


(i)          Any
legal suit, action or proceeding arising out of or relating to this Subscription Agreement or the transactions contemplated hereby
shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern
District of New York. The parties hereto hereby: (i) waive any objection which they may now have or hereafter have to the venue
of any such suit, action or proceeding, and (ii) irrevocably consent to the jurisdiction of the New York Supreme Court, County
of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding.
The parties further agree to accept and acknowledge service of any and all process which may be served in any such suit, action
or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District
of New York and agree that service of process upon a party which is mailed by certified mail to such party’s address shall
be deemed in every respect effective service of process upon such party in any such suit, action or proceeding.


 




    	 	13	 



     


    

 


(j)          If
any provision of this Subscription Agreement is held to be invalid or unenforceable under any applicable statute or rule of law,
then such provision shall be deemed modified to conform with such statute or rule of law. Any provision hereof that may prove invalid
or unenforceable under any law shall not affect the validity or enforceability of any other provisions hereof.


 


(k)          The
parties understand and agree that money damages would not be a sufficient remedy for any breach of this Subscription Agreement
by the Company or the Subscriber and that the party against which such breach is committed shall be entitled to equitable relief,
including an injunction and specific performance, as a remedy for any such breach, without the necessity of establishing irreparable
harm or posting a bond therefor. Such remedies shall not be deemed to be the exclusive remedies for a breach by either party of
this Subscription Agreement but shall be in addition to all other remedies available at law or equity to the party against which
such breach is committed.


 


(l)          All pronouns and
any variations thereof used herein shall be deemed to refer to the masculine, feminine, singular or plural, as identity of the
person or persons may require.


 


(m)          This Subscription
Agreement may be executed in counterparts and by facsimile, each of which shall be deemed an original, but all of which shall constitute
one and the same instrument.


 


[Signature Pages Follow]


 




    	 	14	 



     


    

  


Signature Page for Individuals:


 


IN WITNESS WHEREOF, Subscriber
has caused this Subscription Agreement to be executed as of the date indicated below.


 


	$	 	 	 
	Purchase Price 	 	Aggregate Amount of Investment
	 	 	 
	 	 	 
	Print or Type Name	 	Print or Type Name (Joint-owner)
	 	 	 
	 	 	 
	Signature	 	Signature (Joint-owner)
	 	 	 
	 	 	 
	Date	 	Date (Joint-owner)
	 	 	 
	 	 	 
	Social Security Number	 	Social Security Number (Joint-owner)
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Address	 	Address (Joint-owner)
	 	 	 
	_______ Joint Tenancy	 	______ Tenants in Common


 




    	 	S-1	 



     


    

 


Signature Page for Partnerships Corporations
or Other Entities:


 


IN WITNESS WHEREOF, Subscriber
has caused this Subscription Agreement to be executed as of the date indicated below.


 


	$	 	 	$	 
	Total Purchase Price	 	Aggregate Amount of Investment
	 	 	 
	 	 	 
	Print or Type Name of Entity	 	 
	 	 	 
	 	 	 
	Address	 	 
	 	 	 
	 	 	 
	Taxpayer I.D. No. (if applicable)	 	Date
	  	 	 
	 	 	 
	Signature	 	Print or Type Name and Indicate
	 	 	Title or Position with Entity
	 	 	 
	 	 	 
	Signature (other authorized signatory)	 	Print or Type Name and Indicate
	 	 	Title or Position with Entity


 




    	 	S-2	 



     


    

 


Acceptance:


 


IN WITNESS WHEREOF, the
Company has caused this Subscription Agreement to be executed, and the foregoing subscription accepted, as of the date indicated
below.


 


	 	BALTIA AIR LINES, INC.
	 	 
	 	By:  	 
	 	Name: Anthony D. Koulouris
	 	Title: President


 


Date:__________________________, 2017


 




    	 	S-3