Exhibit 10.1


 


Aircraft Buy/Sell Agreement


 


THIS AGREEMENT, is entered into this 11th day
of February, 2016, by and between BlackPoll Fleet International, Inc, (hereinafter referred to as "Seller"), a Nevada
corporation whose principal address is 610 SW 34th Street, Suite 307, Fort Lauderdale, FL and Alpha Investment and Lending
Corp. (hereinafter referred to as "Buyer"), a Delaware corporation whose principal address is 1013 Centre Road, Suite
403-a, Wilmington, DE 19805.


 


IN WITNESS WHEREOF, in consideration of the
promises, the mutual covenants contained herein, and other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties do hereby agree as follows:


 


1. Sale of Aircraft. Seller agrees to
sell to Buyer and Buyer agrees to purchase from Seller the following aircraft (hereinafter referred to as "Aircraft"):


 


Aircraft Make: Mil


Aircraft Model: 8P


Aircraft Registration Number: 4L-BPF


Aircraft Serial Number: 10313


 


Aircraft shall be equipped as follows:


Left Engine Serial Number: C99401194


Right Engine Serial Number: C94301205


Gear Box Serial Number: CP89111008


 


Seller warrants that Seller owns the Aircraft
and that ownership will be transferred to Buyer free and clear of any liens, claims, charges, or encumbrances. Upon delivery of
the Aircraft and payment of the balance of the purchase price, in accordance with this Agreement, Seller shall execute a bill of
sale granting ownership to the Aircraft.






2. Consideration. It is agreed that the
price of the Aircraft is valued at One Million Six Hundred Twenty Two Thousand Dollars ($1,622,000.00) and is payable in cash or
2,317,143 restricted common shares of Blackpoll Fleet International, Inc. stock. Payment is due on delivery of the Aircraft. All
monies paid in accordance with this Agreement will be made by cash, cashier's check, certified check, wire transfer, or equivalent.


 


3. Aircraft Delivery. It is agreed that
the Aircraft is presently on, and Buyer will take delivery at, Mazar-a-Sharif (MZR) Airport. Payment in full, as described above,
is a condition of delivery. Ownership and risk of loss or damage to the Aircraft shall pass to Buyer at the time of purchase. The
Aircraft will be delivered to Buyer in its present condition.


 


4. Warranties. Seller makes no warranties,
either express or implied, with respect to merchantability or fitness applicable to the Aircraft or any equipment applicable thereto
including warranties as to the accuracy of the Aircraft's logbooks. Buyer agrees that no warranty has been expressed or implied
by Seller and that Buyer has inspected the Aircraft and understands that it is being purchased "as is." Buyer hereby
expressly waives any claim for incidental or consequential damages, including damages resulting in personal injury against Seller.


 






     


     


    




 


5. Taxes. The Buyer shall pay any sales
or use tax imposed by a state or local government, which results from the sale of the Aircraft.






 


6. Assignment. This Agreement may not
be transferred or assigned without written authorization signed by Seller and Buyer.






 


7. Notice. All notices and requests required
or authorized under this Agreement shall be given in writing by certified mail, return receipt requested. The date on which any
such notice is received by the addressee shall be deemed the date of notice.






 


8. Governing Law. This Agreement is a
contract executed under and to be construed under the laws of the State of Florida.






 


9. Waiver. Either party's failure to
enforce any provision of this Agreement against the other party shall not be construed as a waiver thereof so as to excuse the
other party from future performance of that provision or any other provision.






 


10. Severability. The invalidity of any
portion of the Agreement shall not affect the validity of the remaining portions thereof.






 


11. Paragraph Headings. The headings
to the paragraphs to this Agreement are solely for convenience and have no substantive effect on the Agreement nor are they to
aid in the interpretation of the Agreement.


 


12. Entire Agreement. This Agreement
constitutes the entire Agreement between the parties. No statements, promises, or inducements made by any party to this Agreement,
or any agent or employees of either party, which are not contained in this written contract shall be valid or binding. This Agreement
may not be enlarged, modified, or altered except in writing signed by the parties.


 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement the day and year first above written.


 


 





	/s/ Boruch Freedman	 	/s/ Jacob Gitman
	BORUCH FREEDMAN	 	JACOB GITMAN
	PRESIDENT	 	C.E.O.
	ALPHA INVESTMENT AND LENDING CORP.	 	BLACKPOLL FLEET INTERNATIONAL,
INC.