CONTRIBUTION,
CONVEYANCE AND ASSUMPTION AGREEMENT


 


AMONG


 


ARMADA
ENTERPRISES GP LLC, 


 


ARMADA
ENTERPRISES LP,


 


AND
THE MEMBERS OF:


ELITE
MEDIA HOLDINGS, LLC,


WIGHTHALL
HOTELS & RESORTS, LLC,


WIGHT
INTERNATIONAL CONSTRUCTION, LLC,


DIAMOND
STAR AEROSPOACE, LLC,


AND


ARMADA
MARINE HOLDINGS, LLC


 





CONTRIBUTION,
CONVEYANCE AND ASSUMPTION AGREEMENT


 


This
Contribution, Conveyance and Assumption Agreement (this “Agreement”), effective as of November 6, 2017
(the “Effective Time”), Armada Enterprises GP LLC, a Delaware limited liability company (the “General
Partner”), Armada Enterprises LP, a Delaware limited partnership (the “Partnership”) pursuant
to a plan of conversion, and the respective members of Elite Media Holdings, LLC, a Wyoming limited liability company; Wighthall
Hotels & Resorts, LLC, a Delaware limited liability company; Wight International Construction, LLC, a Delaware limited liability
company; Diamond Star Aerospace, LLC, a Delaware limited liability company; and Armada Marine Holdings, LLC, a Delaware limited
liability company (collectively, the “Sector Subsidiaries”). The above-named entities are sometimes
referred to in this Agreement each as a “Party” and collectively as the “Parties.”
Capitalized terms used herein shall have the meaning assigned to such terms in Article I and capitalized terms not defined
herein shall have the meaning set forth in the Partnership’s Agreement of Limited Partnership.


 


RECITALS:


 


WHEREAS,
the General Partner through its affiliates directly or indirectly controls the Sector Subsidiaries; and


 


WHEREAS,
the General Partner acquired control of Bim Homes, Inc., a Delaware corporation for the purpose of converting it to a Delaware
Limited Partnership (the “Conversion”) to be known as Armada Enterprises LP (the “Partnership”) and contributing
the Sector Subsidiaries to it after the Conversion as set forth in this Agreement; and


 


WHEREAS,
the General Partner and the other members of the Sector Subsidiaries (“Operating Entity Members”) shall contribute
100% of their interests in the Sector Subsidiaries (“Operating Entity Interests”) to the Partnership (the “GP
Contribution”) in exchange for the limited partner interests (“LP Units”) in the Partnership as set forth herein
and more completely defined in the Partnership’s limited partnership Agreement (“LPA”); and


 


WHEREAS,
the conversion of Bim Homes, Inc. to Armada Enterprises LP is now complete; and


 


WHEREAS,
the GP Contributions shall occur, subject to completion of an audit for each Operating Entity if required, as follows:


 


	1.	100%
    of the members of Elite Media Holdings, LLC (“Elite Media”), a Wyoming limited liability company, to contribute
    Elite Media to the Partnership in exchange for the right to receive (i) 12,162,000 Common Units (defined in the LPA) and (ii)
    48,648,000 Subordinated Units (defined in the LPA), which shall be allocated among them pari passu;


 




    	 	 	 



     


    


 


	2.	100%
    of the members of Wighthall Hotels & Resorts, LLC (“Wighthall”), a Delaware limited liability company, to
    contribute 100% of the interests in Wighthall (the “Wighthall Interests”) to the Partnership in exchange for the
    right to receive (i) 11,540,000 Common Units (defined in the LPA) and (ii) 46,160,000 Subordinated Units (defined in the LPA),
    which shall be allocated among them pari passi;
	 	 
	3.	100%
    of the members of Wight International Construction, LLC (“Wight Construction”), a Delaware limited liability company,
    to contribute 100% of the interests in Wight Construction (the “Wight Construction Interests”) to the Partnership
    in exchange for the right to receive (i) 11,750,000 Common Units (defined in the LPA) and (ii) 47,000,000 Subordinated Units
    (defined in the LPA), which shall be allocated among them pari passu.


 


	4.	100%
    of the members of Diamond Star Aerospace, LLC (“Diamond Star”), a Delaware limited liability company, to contribute
    100% of the interests in Diamond Star (the “Diamond Star Interests”) to the Partnership in exchange for the right
    to receive (i) 4,548,000 Common Units (defined in the LPA) and (ii) 18,192,000 Subordinated Units (defined in the LPA), which
    shall be allocated among them pari passu.
	 	 
	5.	100%
    of the members of Armada Marine Holdings, LLC (“Armada Marine”), a Delaware limited liability company, to contribute
    100% of the interests in Armada Marine (“Armada Marine Interest”) to the Partnership in exchange for the right
    to receive (i) 2,000,000 Common Units (defined in the LPA) and (ii) 8,000,000 Subordinated Units (defined in the LPA), which
    shall be allocated among them pari passu.
	 	 
	6.	The
    General Partner will assign to the Partnership various Sale-Leaseback Financing Commitments on assets acquired by he Sector
    Subsidiaries (the “Sale Leaseback Financings”);
	 	 
	7.	The
    Partnership will use the proceeds from Sale Leaseback Financings for purposes including but not limited to: (i) cash reserves
    to pay LP Unit Distributions), (ii) operating capital for the Sector Subsidiaries, (iii) the payments, distributions and issuances
    to the members of the Operating Companies contemplated by their respective Schedule A Allocations from their respective Contributions
    and (iv) cash for acquisitions or other accretive transactions (the “Acquisition Payments”);


 


NOW,
THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements herein contained, the parties
hereto agree as follows:


 


ARTICLE
I.


CERTAIN
DEFINED TERMS


 


“Assets”
means all of the assets owned by the Sector Subsidiaries and the “Assets” as defined in the Assignment and Bill of
Sale effective as of the Effective Time, which is intended to cover all assets owned by the Sector Subsidiaries but with respect
to which no representation is made herein.


 


“Assignment”
means the form of Membership Interest Assignment attached hereto for each of the Contributions as attached at Exhibit A.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common
Units” means limited partner interests in the Partnership allocated to the Operating Entity Members denoted as Common
Units.


 


“Conversion”
means the means the conversion BMHM to a Delaware limited partnership, to be known as Armada Enterprises, LP, pursuant to §266
of the Delaware General Corporation Law and §17-217 of the Delaware Revised Uniform Limited Partnership Act, wherein each
outstanding share of BMHM common stock was converted to One (1) Common Unit and BMHM’s majority shareholder, Armada Enterprises
GP, LLC, is appointed the general partner, which was completed on October 17, 2017.


 




    	 	 	 



     


    


 


“Contribution
Agreements” means collectively (i) this Agreement, (ii) the Assignment and Assumption of the Sale Leaseback Commitment,
and (iii) the Contribution, Conveyance and Assumption Agreements dated as of the Effective Time among the Partnership, the General
Partner, and each of the Sector Subsidiaries.


 


“Sale
Leaseback Commitment” means the sale-leaseback financing commitment in the amount of $750 million USD described
in the recitals.


 


“Effective
Time” means 12:01 a.m. on the day following the execution of this Agreement.


 


“GAAP”
means generally accepted accounting principles in the United States, consistent applied.


 


“Governmental
Authority” means the United States, any foreign county, state, county, city or other incorporated or unincorporated
political subdivision, agency or instrumentality thereof.


 


“Sector
Subsidiaries” has the meaning set forth in the recitals.


 


“Operating
Entity Interests” means all of the outstanding equity interests in the Sector Subsidiaries.


 


“Operating
Entity Members” means all of the Members of the Sector Subsidiaries.


 


“Partnership
Agreement” means the Agreement of Limited Partnership of the Partnership for the Partnership to become effective
upon the Conversion.


 


Subordinated
Units” means Subordinated Units, as defined in the Partnership Agreement, representing limited partner interests
in the Partnership.


 


“Transaction
Documents” means those documents and instruments to be delivered hereunder by one or more Parties.


 


ARTICLE
II.


CONTRIBUTIONS,
ACKNOWLEDGMENTS AND DISTRIBUTIONS


 


2.01
Contribution of the Operating Entity Interests to the Partnership. The General Partner along with all of the respective
Operating Entity Members hereby agree to contribute, assign, transfer, set over and deliver to the Partnership, for its own use
forever, all of the right, title and interest to and in the Sector Subsidiaries, as a capital contribution, which contribution
shall be deemed made pursuant to the terms set forth in the Assignment Documents, in exchange for (a) Operating Entity Members
receipt of 210,000,000 LP Units allocated as (i) 42,000,000 Common LP Units and (ii) 168,000,000 Subordinated LP Units and (b)
the General Partner’s Receipt of the Incentive Distribution Rights in the Partnership.


 


2.03
Payment of Expenses by the Partnership; Cash Distribution by the Partnership to the Property Contributors. The Partnership
shall pay the expenses for the Conversion and the Contribution, including but not limited to the audits of the Sector Subsidiaries,
when required.


 


ARTICLE
III.


ISSUANCE
AND ALLOCATION OF LP UNITS


 


3.01
Issuance and Allocation of LP Units. As each Operating Entity is contributed to the Partnership, pursuant
to the this Contribution Agreement and in consideration, for the Operating Entity Interests, the Partnership shall issue to the
Operating Entity Members the specified number of Common Units, Subordinated Units, and Acquisition Units set forth in Schedule
A for each Operating Entity and for its respective Operating Entity Members. The Subordinated LP Units may become Common LP Units
after the end of the Subordination Period as described in the Partnership Agreement.


 




    	 	 	 



     


    


 


ARTICLE
IV.


FURTHER
ASSURANCES


 


4.01
Further Assurances. From and after the date hereof, and without any further consideration, the Parties agree to
execute, acknowledge and deliver all such additional deeds, assignments, bills of sale, instruments, notices, releases, acquittances
and other documents, and will do all such other acts and things, all in accordance with applicable law, as may be necessary or
appropriate to (a) more fully assure that the applicable Parties own all of the properties, rights, titles, interests, estates,
remedies, powers and privileges granted by this Agreement or (b) more fully and effectively vest in the applicable Parties and
their respective successors and assigns beneficial and record title to the interests contributed and assigned by the Agreement
or intended so to be and more fully and effectively carry out the purposes of this Agreement.


 


4.02
Other Assurances. From time to time after the date hereof, and without any further consideration, each of the Parties
shall execute, acknowledge and deliver all such additional instruments, notices and other documents, and will do all such other
acts and things, all in accordance with applicable law, as may be necessary or appropriate to more fully and effectively carry
out the purposes and intent of this Agreement. Without limiting the generality of the foregoing, the Parties acknowledge that
they have used their good faith efforts to identify all of the assets being contributed to the Partnership in connection with
the Contributing Interests. However, it is possible that Assets intended to be owned by the Sector Subsidiaries were not properly
transferred to their respective Operating Entity and therefore are not included in the assets owned by them. To the extent that
such assets are identified at a later date, the Parties shall take the appropriate actions required in order to convey all such
assets to the Partnership (or its successors or assigns).


 


ARTICLE
V.


REPRESENTATIONS
AND WARRANTIES


 


5.01
Representations and Warranties of All Parties. Each of the Parties to this Agreement hereby represents and warrants
severally as to itself as follows:


 


(a)
Formation and Good Standing. Such Party is a limited partnership or limited liability company, legally formed, validly
existing and, to the extent applicable, in good standing under the laws of the state of its formation. Such Party is duly qualified
to do business and is in good standing as a foreign limited partnership or limited liability company, as applicable, in each jurisdiction
where the character of the properties owned or leased by it or the nature of the businesses transacted by it requires it to be
so qualified.


 


(b)
Authority, Execution and Enforceability. Such Party has full limited partnership or limited liability company, as applicable,
power and authority to enter into this Agreement and the Transaction Documents to be delivered by such Party hereunder and to
perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Transaction
Documents to be delivered by such Party hereunder and the consummation of the transactions contemplated hereby and thereby have
been duly authorized and approved by such Party. Such Party has duly executed and delivered this Agreement and the Transaction
Documents to be delivered by such Party hereunder, and this Agreement and the Transaction Documents to be delivered by such Party
hereunder constitute such Party’s legal, valid and binding obligation, enforceable against it in accordance with its terms
(except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors’ rights generally or by the principles governing the availability of equitable remedies).


 


(c)
No Conflicts. Neither the execution, delivery nor performance of this Agreement nor the Transaction Documents to be delivered
by such Party hereunder by such Party will:


 


(i)
require the approval or consent of any Governmental Authority;


 




    	 	 	 



     


    


 


(ii)
conflict with or result in the breach or violation of any term or provision of, or will constitute a default under, or will otherwise
impair the good standing, validity or effectiveness of, any provision of its certificate of limited partnership, certificate of
formation, agreement of limited partnership, limited liability company agreement or other formation and governing documents;


 


(iii)
result in the material breach or violation by it of any material term or provision of, or constitute a default or give rise to
any right of termination, cancellation


 


or
acceleration under any of the terms, conditions or provisions of any material agreement to which it is bound or by which its property
or business is affected, except for such defaults (or rights of termination, cancellation or acceleration) as to which waivers
or consents have been obtained; or


 


(iv)
violate in any material respect any federal, state, local or other governmental law ordinance, or any order, writ, injunction,
decree, rule or regulation of any Governmental Authority applicable to such Party.


 


5.02
Certain Other Representations and Warranties. The General Partner hereby represents and warrants that the following
statements are true and correct as of the date hereof with regard to each of the Sector Subsidiaries.


 


(a)
All of the Operating Entity Interests have been duly authorized, are validly issued and fully paid and, except to the extent provided
under the Delaware LLC Act or their respective constitutive documents, non-assessable.


 


(b)
The Operating Entity Interests are not subject to any purchase option, call option, right of first refusal, preemptive right or
any similar right whatsoever, except to the extent set forth in their respective constitutive documents.


 


(c)
Each of the respective Operating Entity Members is the record and beneficial owner of its Operating Entity Interest free and clear
of all liens, which each of the respective Operating Entity Members of their Operating Entity the sole equity interest in such
Operating Entity.


 


(d)
There are no rights or contracts (including options, warrants, calls and preemptive rights) obligating any Operating Entity (A)
to issue, sell, pledge, dispose of or encumber any equity interest or any securities convertible, exercisable or exchangeable
into any equity interest, (B) to redeem, purchase or acquire in any manner any equity interest or any securities that are convertible,
exercisable or exchangeable into any equity interest or (C) to make any dividend or distribution of any kind with respect to any
equity interest (or to allow any participation in profits or appreciation in value).


 


ARTICLE
VI.


PRE-EFFECTIVE
TIME


RECEIPTS
AND CREDITS


 


6.01
All monies, proceeds, receipts, credits and income attributable to the Sector Subsidiaries (as determined in accordance with GAAP
consistent with past practices) for all periods of time at, from and after the Effective Time, shall be the sole property and
entitlement of the Partnership. In addition, to the extent any of the Sector Subsidiaries receives any monies, proceeds, receipts,
credits and income (as determined in accordance with GAAP consistent with past practices) for any period of time before the Effective
Time, it shall be the sole property and entitlement of the Partnership.


 


6.02
All invoices, costs and expenses, disbursements and payables attributable to the Sector Subsidiaries, including but not limited
to audits and preparation of the financial books and records (as determined in accordance with GAAP consistent with past practices)
for all periods of time at, from and after the Effective Time, may be paid by the Partnership.


 




    	 	 	 



     


    

 


6.03
For avoidance of doubt, any payments pursuant to this Article VI shall not constitute adjustments of the consideration
set forth in Section 2.01.





 


ARTICLE
VII.


MISCELLANEOUS


 


7.01
Notices.


 


All
notices and other communications provided for or permitted hereunder shall be made in writing by facsimile, courier service or
personal delivery:


 


	 	(a)	if
    to the General Partner, or an Operating Entity:


 


Armada
Enterprises GP, LLC


40
Wall Street, 28th Floor


New
York, NY 10005


 


	 	(b)	if
    to the Partnership:


 


Armada
Enterprise LP


40
Wall Street, 28th Floor


New
York, NY 10005


 


All
such notices and communications shall be deemed to have been received at the time delivered by hand, if personally delivered,
when receipt acknowledged, if sent via facsimile or sent via Internet electronic mail; and when actually received, if sent by
any other means.


 


7.02
Order of Completion of Transactions. The transactions provided for in Article II, as more fully described in
the recitals, shall be completed only after the Conversion is completed and then as the audit for each Operating Entity is
completed.


 


7.03
Costs. The Partnership shall pay all expenses, fees and costs, including sales, use and similar taxes, arising out
of the contributions, conveyances and deliveries to be made hereunder, and shall pay all documentary, filing, recording, transfer,
deed and conveyance taxes and fees required in connection therewith. In addition, the Partnership shall be responsible for all
costs, liabilities and expenses (including court costs and reasonable attorneys’ fees) incurred in connection with the delivery
of any document pursuant to Article IV.


 


7.04
Headings; References; Interpretation. All Article and Section headings in this Agreement are for convenience only
and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof. The words “hereof,”
“herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this
agreement as a whole, including all Exhibits attached hereto, and not to any particular provision of this Agreement. All references
herein to Articles, Sections, and Exhibits shall, unless the context requires a different construction, be deemed to be references
to the Articles and Sections of this Agreement, and the Exhibits attached hereto, and all such Exhibits attached hereto are hereby
incorporated herein and made a part hereof for all purposes. All personal pronouns used in this Agreement, whether used in the
masculine, feminine, or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa.
The terms “include,” “includes,” “including” or words of like import shall be deemed to be
followed by the words “without limitation.”


 


7.05
Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their
respective successors and assigns.


 


7.06
No Third Party Rights. The provisions of this Agreement are intended to bind the Parties as to each other and are
not intended to and do not create rights in any other person or confer upon any other person any benefits, rights or remedies,
and no person is or is intended to be a third party beneficiary of any of the provisions of this Agreement.


 




    	 	 	 



     


    


 


7.07
Counterparts. This Agreement may be executed in any number of counterparts, all of which together shall constitute
one agreement binding on the Parties.


 


7.08
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware
applicable to contracts made and to be performed wholly within such state, without giving effect to conflict of laws principles
thereof.


 


7.09
Severability. If any of the provisions of this Agreement are held by any court of competent jurisdiction to contravene,
or to be invalid under, the laws of any political body having jurisdiction over the subject matter hereof, such contravention
or invalidity shall not invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the
particular provision or provisions held to be invalid, and an equitable adjustment shall be made and necessary provision added
so as to give effect to the intention of the Parties as expressed in this Agreement at the time of execution of this Agreement.


 


7.10
Amendment or Modification. The Agreement may be amended or modified from time to time only by the written agreement
of all of the Parties. Each such instrument shall be reduced to writing and shall be designated on its face as an amendment to
this Agreement.


 


7.11
Integration. This Agreement and the instruments referenced herein supersede all previous understandings or agreements
among the Parties, whether oral or written, with respect to its subject matter. This document and such instruments contain the
entire understanding of the Parties. No understanding, representation, promise or agreement, whether oral or written, is intended
to be or shall be included in or form part of this Agreement unless it is contained in a written amendment hereto executed by
the Parties after the date hereof.


 


7.12
Recitals. The Recitals to this Agreement are a binding part of this Agreement.


 


[SIGNATURE
PAGE TO FOLLOW]


 




    	 	 	 



     


    


 


IN
WITNESS WHEREOF, this Agreement has been duly executed by the Parties as of the date first written above.


 


	The
    “Partnership”	 
	 	 	 
	By:
    Initial Limited Partner Representative	 
	 	 	 
	By:	/s/:
    Milan Saha	 
	Name:	Milan
    Saha	 
	Title:	Limited
    power of attorney	 
	 	 	 
	The
    “General Partner”	 
	 	 	 
	Armada
    Enterprises GP, LLC	 
	 	 	 
	By:	/s/:
    George Wight	 
	Name:	George
    Wight	 
	Title:	Managing
    General Partner	 
	 	 	 
	Operating
    Entity Members Representative	 
	 	 	 
	Armada
    Enterprises LP	 
	 	 	 
	By:	/s/:
    George Wight	 
	 	George
    Wight, Managing General Partner	 


 


[Signature
Page to Contribution Agreement]


 




    	 	 	 



     


    


 


EXHIBIT
A – Elite Media Interest


Form
of Membership Interest Assignment


 


This
Membership Interest Assignment (this “Assignment”) is from the members of Elite Media Holdings, LLC,
a Wyoming limited liability company (“Assignor”), to Armada Enterprises LP, a Delaware limited partnership
(“Assignee”), and is effective as of the Effective Time as defined in the Contribution, Conveyance and
Assumption Agreement (the “Contribution Agreement”).


 


RECITALS


 


WHEREAS,
Assignors owns all of the membership interests (the “Interest”) of Elite Media Holdings, LLC, a Wyoming
limited liability company (the “Company”), and desires to assign its ownership of such company to Assignee,
and Assignee desires to acquire ownership of the Company from Assignor.


 


WHEREAS,
Assignor and Assignee and certain other parties have entered into that the Contribution Agreement, pursuant to which Assignor
has agreed to contribute, assign, transfer, set over and deliver to Assignee all of its right, title and interest in and to (among
other things) the Interest.


 


NOW,
THEREFORE, in consideration of the mutual benefits derived and to be derived from the Contribution Agreement and this Assignment
by each of Assignor and Assignee, Assignor and Assignee hereby agree as follows:


 


ARTICLE
1.


DEFINED
TERMS


 


Section
1.1 Definitions. Capitalized terms used in this Assignment and not otherwise defined herein shall have the meanings
given to such terms in the Contribution Agreement.


 


ARTICLE
2.


ASSIGNMENT
AND ASSUMPTION


 


Section
2.1 Assignment. Assignor, for good and valuable consideration, the receipt and sufficiency of which are acknowledged,
hereby contributes, assigns, transfers, sets over and delivers to Assignee all of the Interest, and any income, distributions,
or other value associated therewith or deriving therefrom on and after the Effective Time.


 


Section
2.2 Assumption. Assignee hereby assumes, and covenants to timely and fully perform, all obligations and liabilities
of Assignor with respect to the Interest, whether arising before or after the Effective Time.


 


Section
2.3 Other Matters. Assignor hereby agrees to promptly execute and deliver any corrective assignments and other legal
documents or notification reasonably requested by Assignee to give effect to the intent of this Assignment, and Assignor hereby
acknowledges and agrees that, as a result of this Assignment, it no longer has any membership interest in the Company, and it
ceases to be a member of the Company.


 


ARTICLE
3.


ENCUMBRANCES/DISCLAIMERS


 


Section
3.1 Disclaimers and Subrogation of Warranties and Representations.


 


(a)
Except to the extent expressly provided in any other document executed in connection with the Contribution Agreement or the Offering,
the contribution of the Interest pursuant to this Assignment is made expressly subject to all restrictions set forth in the limited
liability company agreement of the Company.


 




    	 	 	 



     


    


 


(b)
EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THE CONTRIBUTION AGREEMENT OR THE
OFFERING, ASSIGNOR AND ASSIGNEE ACKNOWLEDGE AND AGREE THAT NO PARTY HAS MADE, DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY
NEGATES AND DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER
WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT, REGARDING (A) THE VALUE, NATURE, QUALITY
OR CONDITION OF THE COMPANY’S ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLY,
INCLUDING THE PRESENCE OR LACK OF HAZARDOUS SUBSTANCES OR OTHER MATTERS ON SUCH ASSETS, (B) THE INCOME TO BE DERIVED FROM THE
COMPANY’S ASSETS, (C) THE SUITABILITY OF THE COMPANY’S ASSETS FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED
THEREON, (D) THE COMPLIANCE OF OR BY THE COMPANY’S ASSETS OR THEIR OPERATION WITH ANY LAWS (INCLUDING ANY ZONING, ENVIRONMENTAL
PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY,
MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE COMPANY’S ASSETS. EXCEPT TO THE EXTENT PROVIDED
IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS CONTRIBUTION AGREEMENT OR THE OFFERING, ASSIGNOR AND ASSIGNEE
ACKNOWLEDGE AND AGREE THAT EACH HAS HAD THE OPPORTUNITY TO INSPECT THE COMPANY AND ITS ASSETS, AND EACH IS RELYING SOLELY ON ITS
OWN INVESTIGATION OF THE COMPANY AND ITS ASSETS AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY ANY OTHER PARTY. NONE
OF ASSIGNOR NOR ASSIGNEE IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION
PERTAINING TO THE COMPANY OR ITS ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EACH SUCH PARTY ACKNOWLEDGES
THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CONTRIBUTION OF THE INTEREST AS PROVIDED FOR HEREIN IS MADE IN AN “AS IS”,
“WHERE IS” CONDITION WITH ALL FAULTS, AND THE INTEREST IS CONTRIBUTED AND TRANSFERRED SUBJECT TO ALL OF THE MATTERS
CONTAINED IN THIS SECTION. THE PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED BY ASSIGNOR AND ASSIGNEE AFTER DUE CONSIDERATION
AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY,
WITH RESPECT TO THE INTEREST AND THE COMPANY THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE.


 


(c)
Each of Assignor and Assignee agrees that the disclaimers contained in this Section 3.1 are “conspicuous” disclaimers.
Any covenants implied by statute or law by the use of the words “contribute,” “distribute,” “assign,”
“transfer,” “deliver” or “set over” or any of them or any other words used in this Assignment
are hereby expressly disclaimed, waived or negated.


 


ARTICLE
4.


MISCELLANEOUS


 


Section
4.1 Governing Law. THIS ASSIGNMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,
EXCLUDING ANY CONFLICTS OF LAW RULE OR PRINCIPLE THAT MIGHT REFER CONSTRUCTION OF SUCH PROVISIONS TO THE LAWS OF ANOTHER JURISDICTION,
EXCEPT TO THE EXTENT THAT THE LAWS OF ANOTHER STATE ARE MANDATORILY APPLIED TO THE DISPUTED MATTER.


 


Section
4.2 Successors and Assigns. This Assignment shall bind and inure to the benefit of the parties hereto and their
respective successors and assigns.


 


Section
4.3 Counterparts. This Assignment may be executed in any number of counterparts, and each counterpart hereof shall
be deemed to be an original instrument, but all such counterparts shall constitute but one instrument. Any signature hereto delivered
by a party by facsimile transmission shall be deemed an original signature hereto.


 


[SIGNATURE
PAGE TO FOLLOW]


 




    	 	 	 



     


    

 


EXECUTED
as of the date of the parties’ acknowledgments below, but effective as of the Effective Time.


 


	“Assignors”	 
	 	 	 
	The
    Members of Elite Media Holdings, LLC	 
	 	 	 
	Represented
    by its General Manager:	 
	 	 	 
	Armada
    Enterprises GP, LLC	 
	 	 	 
	By:	/s/:
George Wight	 
	 	George
    Wight	 
	 	Managing
    General Partner	 
	 	 	 
	“Assignee”	 
	 	 	 
	Armada
    Enterprise LP	 
	 	 	 
	By:	Armada
    Enterprise GP, LLC	 
	 	 	 
	By:	/s/:
    George Wight	 
	 	George
    Wight	 
	 	Managing
    General Partner	 


 




    	 	 	 



     


    

 


EXHIBIT
A – Wighthall Interest


Form
of Membership Interest Assignment


 


This
Membership Interest Assignment (this “Assignment”) is from the members of Wighthall Hotels and Resorts,
LLC, a Delaware limited liability company (“Assignor”), to Armada Enterprises LP, a Delaware limited
partnership (“Assignee”), and is effective as of the Effective Time as defined in the Contribution,
Conveyance and Assumption Agreement (the “Contribution Agreement”).


 


RECITALS


 


WHEREAS,
Assignors owns all of the membership interests (the “Interest”) of Wighthall Hotels and Resorts, LLC,
a Delaware limited liability company (the “Company”), and desires to assign its ownership of such company
to Assignee, and Assignee desires to acquire ownership of the Company from Assignor.


 


WHEREAS,
Assignor and Assignee and certain other parties have entered into that the Contribution Agreement, pursuant to which Assignor
has agreed to contribute, assign, transfer, set over and deliver to Assignee all of its right, title and interest in and to (among
other things) the Interest.


 


NOW,
THEREFORE, in consideration of the mutual benefits derived and to be derived from the Contribution Agreement and this Assignment
by each of Assignor and Assignee, Assignor and Assignee hereby agree as follows:


 


ARTICLE
1.


DEFINED
TERMS


 


Section
1.1 Definitions. Capitalized terms used in this Assignment and not otherwise defined herein shall have the meanings
given to such terms in the Contribution Agreement.


 


ARTICLE
2.


ASSIGNMENT
AND ASSUMPTION


 


Section
2.1 Assignment. Assignor, for good and valuable consideration, the receipt and sufficiency of which are acknowledged,
hereby contributes, assigns, transfers, sets over and delivers to Assignee all of the Interest, and any income, distributions,
or other value associated therewith or deriving therefrom on and after the Effective Time.


 


Section
2.2 Assumption. Assignee hereby assumes, and covenants to timely and fully perform, all obligations and liabilities
of Assignor with respect to the Interest, whether arising before or after the Effective Time.


 


Section
2.3 Other Matters. Assignor hereby agrees to promptly execute and deliver any corrective assignments and other legal
documents or notification reasonably requested by Assignee to give effect to the intent of this Assignment, and Assignor hereby
acknowledges and agrees that, as a result of this Assignment, it no longer has any membership interest in the Company, and it
ceases to be a member of the Company.


 


ARTICLE
3.


ENCUMBRANCES/DISCLAIMERS


 


Section
3.1 Disclaimers and Subrogation of Warranties and Representations.


 


(a)
Except to the extent expressly provided in any other document executed in connection with the Contribution Agreement or the Offering,
the contribution of the Interest pursuant to this Assignment is made expressly subject to all restrictions set forth in the limited
liability company agreement of the Company.


 




    	 	 	 



     


    

 


(b)
EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THE CONTRIBUTION AGREEMENT OR THE
OFFERING, ASSIGNOR AND ASSIGNEE ACKNOWLEDGE AND AGREE THAT NO PARTY HAS MADE, DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY
NEGATES AND DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER
WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT, REGARDING (A) THE VALUE, NATURE, QUALITY
OR CONDITION OF THE COMPANY’S ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLY,
INCLUDING THE PRESENCE OR LACK OF HAZARDOUS SUBSTANCES OR OTHER MATTERS ON SUCH ASSETS, (B) THE INCOME TO BE DERIVED FROM THE
COMPANY’S ASSETS, (C) THE SUITABILITY OF THE COMPANY’S ASSETS FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED
THEREON, (D) THE COMPLIANCE OF OR BY THE COMPANY’S ASSETS OR THEIR OPERATION WITH ANY LAWS (INCLUDING ANY ZONING, ENVIRONMENTAL
PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY,
MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE COMPANY’S ASSETS. EXCEPT TO THE EXTENT PROVIDED
IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS CONTRIBUTION AGREEMENT OR THE OFFERING, ASSIGNOR AND ASSIGNEE
ACKNOWLEDGE AND AGREE THAT EACH HAS HAD THE OPPORTUNITY TO INSPECT THE COMPANY AND ITS ASSETS, AND EACH IS RELYING SOLELY ON ITS
OWN INVESTIGATION OF THE COMPANY AND ITS ASSETS AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY ANY OTHER PARTY. NONE
OF ASSIGNOR NOR ASSIGNEE IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION
PERTAINING TO THE COMPANY OR ITS ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EACH SUCH PARTY ACKNOWLEDGES
THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CONTRIBUTION OF THE INTEREST AS PROVIDED FOR HEREIN IS MADE IN AN “AS IS”,
“WHERE IS” CONDITION WITH ALL FAULTS, AND THE INTEREST IS CONTRIBUTED AND TRANSFERRED SUBJECT TO ALL OF THE MATTERS
CONTAINED IN THIS SECTION. THE PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED BY ASSIGNOR AND ASSIGNEE AFTER DUE CONSIDERATION
AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY,
WITH RESPECT TO THE INTEREST AND THE COMPANY THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE.


 


(c)
Each of Assignor and Assignee agrees that the disclaimers contained in this Section 3.1 are “conspicuous” disclaimers.
Any covenants implied by statute or law by the use of the words “contribute,” “distribute,” “assign,”
“transfer,” “deliver” or “set over” or any of them or any other words used in this Assignment
are hereby expressly disclaimed, waived or negated.


 


ARTICLE
4.


MISCELLANEOUS


 


Section
4.1 Governing Law. THIS ASSIGNMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,
EXCLUDING ANY CONFLICTS OF LAW RULE OR PRINCIPLE THAT MIGHT REFER CONSTRUCTION OF SUCH PROVISIONS TO THE LAWS OF ANOTHER JURISDICTION,
EXCEPT TO THE EXTENT THAT THE LAWS OF ANOTHER STATE ARE MANDATORILY APPLIED TO THE DISPUTED MATTER.


 


Section
4.2 Successors and Assigns. This Assignment shall bind and inure to the benefit of the parties hereto and their
respective successors and assigns.


 




    	 	 	 



     


    

 


Section
4.3 Counterparts. This Assignment may be executed in any number of counterparts, and each counterpart hereof shall
be deemed to be an original instrument, but all such counterparts shall constitute but one instrument. Any signature hereto delivered
by a party by facsimile transmission shall be deemed an original signature hereto.


 


EXECUTED
as of the date of the parties’ acknowledgments below, but effective as of the Effective Time.


 


	“Assignors”	 
	 	 	 
	The
    Members of Wighthall Hotels & Resorts, LLC	 
	 	 	 
	Represented
    by its General Manager:	 
	 	 	 
	Armada
    Enterprises GP, LLC	 
	 	 	 
	By:	/s/:
    George Wight	 
	 	George
    Wight	 
	 	Managing
    General Partner	 
	 	 	 
	“Assignee”	 
	 	 	 
	Armada
    Enterprise LP	 
	 	 	 
	By:	Armada
    Enterprise GP, LLC	 
	 	 	 
	By:	/s/:
    George Wight	 
	 	George
    Wight	 
	 	Managing
    General Partner	 


 




    	 	 	 



     


    

 


EXHIBIT
A – Wight Construction Interest


Form
of Membership Interest Assignment


 


This
Membership Interest Assignment (this “Assignment”) is from the members of Wight International Construction,
LLC, a Delaware limited liability company (“Assignor”), to Armada Enterprises LP, a Delaware limited
partnership (“Assignee”), and is effective as of the Effective Time as defined in the Contribution,
Conveyance and Assumption Agreement (the “Contribution Agreement”).


 


RECITALS


 


WHEREAS,
Assignors owns all of the membership interests (the “Interest”) of Wight International Construction,
LLC, a Delaware limited liability company (the “Company”), and desires to assign its ownership of such
company to Assignee, and Assignee desires to acquire ownership of the Company from Assignor.


 


WHEREAS,
Assignor and Assignee and certain other parties have entered into that the Contribution Agreement, pursuant to which Assignor
has agreed to contribute, assign, transfer, set over and deliver to Assignee all of its right, title and interest in and to (among
other things) the Interest.


 


NOW,
THEREFORE, in consideration of the mutual benefits derived and to be derived from the Contribution Agreement and this Assignment
by each of Assignor and Assignee, Assignor and Assignee hereby agree as follows:


 


ARTICLE
1.


DEFINED
TERMS


 


Section
1.1 Definitions. Capitalized terms used in this Assignment and not otherwise defined herein shall have the meanings
given to such terms in the Contribution Agreement.


 


ARTICLE
2.


ASSIGNMENT
AND ASSUMPTION


 


Section
2.1 Assignment. Assignor, for good and valuable consideration, the receipt and sufficiency of which are acknowledged,
hereby contributes, assigns, transfers, sets over and delivers to Assignee all of the Interest, and any income, distributions,
or other value associated therewith or deriving therefrom on and after the Effective Time.


 


Section
2.2 Assumption. Assignee hereby assumes, and covenants to timely and fully perform, all obligations and liabilities
of Assignor with respect to the Interest, whether arising before or after the Effective Time.


 


Section
2.3 Other Matters. Assignor hereby agrees to promptly execute and deliver any corrective assignments and other legal
documents or notification reasonably requested by Assignee to give effect to the intent of this Assignment, and Assignor hereby
acknowledges and agrees that, as a result of this Assignment, it no longer has any membership interest in the Company, and it
ceases to be a member of the Company.


 


ARTICLE
3.


ENCUMBRANCES/DISCLAIMERS


 


Section
3.1 Disclaimers and Subrogation of Warranties and Representations.


 


(a)
Except to the extent expressly provided in any other document executed in connection with the Contribution Agreement or the Offering,
the contribution of the Interest pursuant to this Assignment is made expressly subject to all restrictions set forth in the limited
liability company agreement of the Company.


 




    	 	 	 



     


    

 


(b)
EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THE CONTRIBUTION AGREEMENT OR THE
OFFERING, ASSIGNOR AND ASSIGNEE ACKNOWLEDGE AND AGREE THAT NO PARTY HAS MADE, DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY
NEGATES AND DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER
WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT, REGARDING (A) THE VALUE, NATURE, QUALITY
OR CONDITION OF THE COMPANY’S ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLY,
INCLUDING THE PRESENCE OR LACK OF HAZARDOUS SUBSTANCES OR OTHER MATTERS ON SUCH ASSETS, (B) THE INCOME TO BE DERIVED FROM THE
COMPANY’S ASSETS, (C) THE SUITABILITY OF THE COMPANY’S ASSETS FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED
THEREON, (D) THE COMPLIANCE OF OR BY THE COMPANY’S ASSETS OR THEIR OPERATION WITH ANY LAWS (INCLUDING ANY ZONING, ENVIRONMENTAL
PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY,
MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE COMPANY’S ASSETS. EXCEPT TO THE EXTENT PROVIDED
IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS CONTRIBUTION AGREEMENT OR THE OFFERING, ASSIGNOR AND ASSIGNEE
ACKNOWLEDGE AND AGREE THAT EACH HAS HAD THE OPPORTUNITY TO INSPECT THE COMPANY AND ITS ASSETS, AND EACH IS RELYING SOLELY ON ITS
OWN INVESTIGATION OF THE COMPANY AND ITS ASSETS AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY ANY OTHER PARTY. NONE
OF ASSIGNOR NOR ASSIGNEE IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION
PERTAINING TO THE COMPANY OR ITS ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EACH SUCH PARTY ACKNOWLEDGES
THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CONTRIBUTION OF THE INTEREST AS PROVIDED FOR HEREIN IS MADE IN AN “AS IS”,
“WHERE IS” CONDITION WITH ALL FAULTS, AND THE INTEREST IS CONTRIBUTED AND TRANSFERRED SUBJECT TO ALL OF THE MATTERS
CONTAINED IN THIS SECTION. THE PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED BY ASSIGNOR AND ASSIGNEE AFTER DUE CONSIDERATION
AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY,
WITH RESPECT TO THE INTEREST AND THE COMPANY THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE.


 


(c)
Each of Assignor and Assignee agrees that the disclaimers contained in this Section 3.1 are “conspicuous” disclaimers.
Any covenants implied by statute or law by the use of the words “contribute,” “distribute,” “assign,”
“transfer,” “deliver” or “set over” or any of them or any other words used in this Assignment
are hereby expressly disclaimed, waived or negated.


 


ARTICLE
4.


MISCELLANEOUS


 


Section
4.1 Governing Law. THIS ASSIGNMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,
EXCLUDING ANY CONFLICTS OF LAW RULE OR PRINCIPLE THAT MIGHT REFER CONSTRUCTION OF SUCH PROVISIONS TO THE LAWS OF ANOTHER JURISDICTION,
EXCEPT TO THE EXTENT THAT THE LAWS OF ANOTHER STATE ARE MANDATORILY APPLIED TO THE DISPUTED MATTER.


 


Section
4.2 Successors and Assigns. This Assignment shall bind and inure to the benefit of the parties hereto and their
respective successors and assigns.


 




    	 	 	 



     


    

 


Section
4.3 Counterparts. This Assignment may be executed in any number of counterparts, and each counterpart hereof shall
be deemed to be an original instrument, but all such counterparts shall constitute but one instrument. Any signature hereto delivered
by a party by facsimile transmission shall be deemed an original signature hereto.


 


EXECUTED
as of the date of the parties’ acknowledgments below, but effective as of the Effective Time.


 


	“Assignors”	 
	 	 	 
	The
    Members of Wight International Construction, LLC	 
	 	 	 
	Represented
    by its General Manager:	 
	 	 	 
	Armada
    Enterprises GP, LLC	 
	 	 	 
	By:	/s/:
    George Wight	 
	 	George
    Wight	 
	 	Managing
    General Partner	 
	 	 	 
	“Assignee”	 
	 	 	 
	Armada
    Enterprise LP	 
	 	 	 
	By:	Armada
    Enterprise GP, LLC	 
	 	 	 
	By:	/s/:
    George Wight	 
	 	George
    Wight	 
	 	Managing
    General Partner	 


 




    	 	 	 



     


    

 


EXHIBIT
A – Diamond Star Interest


Form
of Membership Interest Assignment


 


This
Membership Interest Assignment (this “Assignment”) is from the members of Diamond Star Aerospace, LLC,
a Delaware limited liability company (“Assignor”), to Armada Enterprises LP, a Delaware limited partnership
(“Assignee”), and is effective as of the Effective Time as defined in the Contribution, Conveyance and
Assumption Agreement (the “Contribution Agreement”) as when the Assignee’s conversion from Bim
Homes, Inc., a Delaware corporation, to Armada Enterprises LP, a Delaware limited partnership is effective (the “Effective
Time”).


 


RECITALS


 


WHEREAS,
Assignors owns all of the membership interests (the “Interest”) of Diamond Star Aerospace, LLC, a Delaware
limited liability company (the “Company”), and desires to assign its ownership of such company to Assignee,
and Assignee desires to acquire ownership of the Company from Assignor.


 


WHEREAS,
Assignor and Assignee and certain other parties have entered into that the Contribution Agreement, pursuant to which Assignor
has agreed to contribute, assign, transfer, set over and deliver to Assignee all of its right, title and interest in and to (among
other things) the Interest.


 


NOW,
THEREFORE, in consideration of the mutual benefits derived and to be derived from the Contribution Agreement and this Assignment
by each of Assignor and Assignee, Assignor and Assignee hereby agree as follows:


 


ARTICLE
1.


DEFINED
TERMS


 


Section
1.1 Definitions. Capitalized terms used in this Assignment and not otherwise defined herein shall have the meanings
given to such terms in the Contribution Agreement.


 


ARTICLE
2.


ASSIGNMENT
AND ASSUMPTION


 


Section
2.1 Assignment. Assignor, for good and valuable consideration, the receipt and sufficiency of which are acknowledged,
hereby contributes, assigns, transfers, sets over and delivers to Assignee all of the Interest, and any income, distributions,
or other value associated therewith or deriving therefrom on and after the Effective Time.


 


Section
2.2 Assumption. Assignee hereby assumes, and covenants to timely and fully perform, all obligations and liabilities
of Assignor with respect to the Interest, whether arising before or after the Effective Time.


 


Section
2.3 Other Matters. Assignor hereby agrees to promptly execute and deliver any corrective assignments and other legal
documents or notification reasonably requested by Assignee to give effect to the intent of this Assignment, and Assignor hereby
acknowledges and agrees that, as a result of this Assignment, it no longer has any membership interest in the Company, and it
ceases to be a member of the Company.


 


ARTICLE
3.


ENCUMBRANCES/DISCLAIMERS


 


Section
3.1 Disclaimers and Subrogation of Warranties and Representations.


 




    	 	 	 



     


    

 


(a)
Except to the extent expressly provided in any other document executed in connection with the Contribution Agreement or the Offering,
the contribution of the Interest pursuant to this Assignment is made expressly subject to all restrictions set forth in the limited
liability company agreement of the Company.


 


(b)
EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THE CONTRIBUTION AGREEMENT OR THE
OFFERING, ASSIGNOR AND ASSIGNEE ACKNOWLEDGE AND AGREE THAT NO PARTY HAS MADE, DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY
NEGATES AND DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER
WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT, REGARDING (A) THE VALUE, NATURE, QUALITY
OR CONDITION OF THE COMPANY’S ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLY,
INCLUDING THE PRESENCE OR LACK OF HAZARDOUS SUBSTANCES OR OTHER MATTERS ON SUCH ASSETS, (B) THE INCOME TO BE DERIVED FROM THE
COMPANY’S ASSETS, (C) THE SUITABILITY OF THE COMPANY’S ASSETS FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED
THEREON, (D) THE COMPLIANCE OF OR BY THE COMPANY’S ASSETS OR THEIR OPERATION WITH ANY LAWS (INCLUDING ANY ZONING, ENVIRONMENTAL
PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY,
MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE COMPANY’S ASSETS. EXCEPT TO THE EXTENT PROVIDED
IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS CONTRIBUTION AGREEMENT OR THE OFFERING, ASSIGNOR AND ASSIGNEE
ACKNOWLEDGE AND AGREE THAT EACH HAS HAD THE OPPORTUNITY TO INSPECT THE COMPANY AND ITS ASSETS, AND EACH IS RELYING SOLELY ON ITS
OWN INVESTIGATION OF THE COMPANY AND ITS ASSETS AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY ANY OTHER PARTY. NONE
OF ASSIGNOR NOR ASSIGNEE IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION
PERTAINING TO THE COMPANY OR ITS ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EACH SUCH PARTY ACKNOWLEDGES
THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CONTRIBUTION OF THE INTEREST AS PROVIDED FOR HEREIN IS MADE IN AN “AS IS”,
“WHERE IS” CONDITION WITH ALL FAULTS, AND THE INTEREST IS CONTRIBUTED AND TRANSFERRED SUBJECT TO ALL OF THE MATTERS
CONTAINED IN THIS SECTION. THE PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED BY ASSIGNOR AND ASSIGNEE AFTER DUE CONSIDERATION
AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY,
WITH RESPECT TO THE INTEREST AND THE COMPANY THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE.


 


(c)
Each of Assignor and Assignee agrees that the disclaimers contained in this Section 3.1 are “conspicuous” disclaimers.
Any covenants implied by statute or law by the use of the words “contribute,” “distribute,” “assign,”
“transfer,” “deliver” or “set over” or any of them or any other words used in this Assignment
are hereby expressly disclaimed, waived or negated.


 


ARTICLE
4.


MISCELLANEOUS


 


Section
4.1 Governing Law. THIS ASSIGNMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,
EXCLUDING ANY CONFLICTS OF LAW RULE OR PRINCIPLE THAT MIGHT REFER CONSTRUCTION OF SUCH PROVISIONS TO THE LAWS OF ANOTHER JURISDICTION,
EXCEPT TO THE EXTENT THAT THE LAWS OF ANOTHER STATE ARE MANDATORILY APPLIED TO THE DISPUTED MATTER.


 




    	 	 	 



     


    

 


Section
4.2 Successors and Assigns. This Assignment shall bind and inure to the benefit of the parties hereto and their
respective successors and assigns.


 


Section
4.3 Counterparts. This Assignment may be executed in any number of counterparts, and each counterpart hereof shall
be deemed to be an original instrument, but all such counterparts shall constitute but one instrument. Any signature hereto delivered
by a party by facsimile transmission shall be deemed an original signature hereto.


 


EXECUTED
as of the date of the parties’ acknowledgments below, but effective as of the Effective Time.


 


	“Assignors”	 
	 	 	 
	The
    Members of Diamond Star Aerospace, LLC	 
	 	 	 
	Represented
    by its General Manager:	 
	 	 	 
	Armada
    Enterprises GP, LLC	 
	 	 	 
	By:	/s/:
George Wight	 
	 	George
    Wight	 
	 	Managing
    General Partner	 
	 	 	 
	“Assignee”	 
	 	 	 
	Armada
    Enterprise LP	 
	 	 	 
	By:	Armada
    Enterprise GP, LLC	 
	 	 	 
	By:	/s/:
    George Wight	 
	 	George
    Wight	 
	 	Managing
    General Partner	 


 




    	 	 	 



     


    

 


EXHIBIT
A – Armada Marine Interest


Form
of Membership Interest Assignment


 


This
Membership Interest Assignment (this “Assignment”) is from the members of Armada Marine Holdings, LLC,
a Delaware limited liability company (“Assignor”), to Armada Enterprises LP, a Delaware limited partnership
(“Assignee”), and is effective as of the Effective Time as defined in the Contribution, Conveyance and
Assumption Agreement (the “Contribution Agreement”) as when the Assignee’s conversion from Bim
Homes, Inc., a Delaware corporation, to Armada Enterprises LP, a Delaware limited partnership is effective (the “Effective
Time”).


 


RECITALS


 


WHEREAS,
Assignors owns all of the membership interests (the “Interest”) of Armada Marine Holdings, LLC, a Delaware
limited liability company (the “Company”), and desires to assign its ownership of such company to Assignee,
and Assignee desires to acquire ownership of the Company from Assignor.


 


WHEREAS,
Assignor and Assignee and certain other parties have entered into that the Contribution Agreement, pursuant to which Assignor
has agreed to contribute, assign, transfer, set over and deliver to Assignee all of its right, title and interest in and to (among
other things) the Interest.


 


NOW,
THEREFORE, in consideration of the mutual benefits derived and to be derived from the Contribution Agreement and this Assignment
by each of Assignor and Assignee, Assignor and Assignee hereby agree as follows:


 


ARTICLE
1.


DEFINED
TERMS


 


Section
1.1 Definitions. Capitalized terms used in this Assignment and not otherwise defined herein shall have the meanings
given to such terms in the Contribution Agreement.


 


ARTICLE
2.


ASSIGNMENT
AND ASSUMPTION


 


Section
2.1 Assignment. Assignor, for good and valuable consideration, the receipt and sufficiency of which are acknowledged,
hereby contributes, assigns, transfers, sets over and delivers to Assignee all of the Interest, and any income, distributions,
or other value associated therewith or deriving therefrom on and after the Effective Time.


 


Section
2.2 Assumption. Assignee hereby assumes, and covenants to timely and fully perform, all obligations and liabilities
of Assignor with respect to the Interest, whether arising before or after the Effective Time.


 


Section
2.3 Other Matters. Assignor hereby agrees to promptly execute and deliver any corrective assignments and other legal
documents or notification reasonably requested by Assignee to give effect to the intent of this Assignment, and Assignor hereby
acknowledges and agrees that, as a result of this Assignment, it no longer has any membership interest in the Company, and it
ceases to be a member of the Company.


 


ARTICLE
3.


ENCUMBRANCES/DISCLAIMERS


 


Section
3.1 Disclaimers and Subrogation of Warranties and Representations.


 




    	 	 	 



     


    

 


(a)
Except to the extent expressly provided in any other document executed in connection with the Contribution Agreement or the Offering,
the contribution of the Interest pursuant to this Assignment is made expressly subject to all restrictions set forth in the limited
liability company agreement of the Company.


 


(b)
EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THE CONTRIBUTION AGREEMENT OR THE
OFFERING, ASSIGNOR AND ASSIGNEE ACKNOWLEDGE AND AGREE THAT NO PARTY HAS MADE, DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY
NEGATES AND DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER
WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT, REGARDING (A) THE VALUE, NATURE, QUALITY
OR CONDITION OF THE COMPANY’S ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLY,
INCLUDING THE PRESENCE OR LACK OF HAZARDOUS SUBSTANCES OR OTHER MATTERS ON SUCH ASSETS, (B) THE INCOME TO BE DERIVED FROM THE
COMPANY’S ASSETS, (C) THE SUITABILITY OF THE COMPANY’S ASSETS FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED
THEREON, (D) THE COMPLIANCE OF OR BY THE COMPANY’S ASSETS OR THEIR OPERATION WITH ANY LAWS (INCLUDING ANY ZONING, ENVIRONMENTAL
PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY,
MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE COMPANY’S ASSETS. EXCEPT TO THE EXTENT PROVIDED
IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS CONTRIBUTION AGREEMENT OR THE OFFERING, ASSIGNOR AND ASSIGNEE
ACKNOWLEDGE AND AGREE THAT EACH HAS HAD THE OPPORTUNITY TO INSPECT THE COMPANY AND ITS ASSETS, AND EACH IS RELYING SOLELY ON ITS
OWN INVESTIGATION OF THE COMPANY AND ITS ASSETS AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY ANY OTHER PARTY. NONE
OF ASSIGNOR NOR ASSIGNEE IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION
PERTAINING TO THE COMPANY OR ITS ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EACH SUCH PARTY ACKNOWLEDGES
THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CONTRIBUTION OF THE INTEREST AS PROVIDED FOR HEREIN IS MADE IN AN “AS IS”,
“WHERE IS” CONDITION WITH ALL FAULTS, AND THE INTEREST IS CONTRIBUTED AND TRANSFERRED SUBJECT TO ALL OF THE MATTERS
CONTAINED IN THIS SECTION. THE PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED BY ASSIGNOR AND ASSIGNEE AFTER DUE CONSIDERATION
AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY,
WITH RESPECT TO THE INTEREST AND THE COMPANY THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE.


 


(c)
Each of Assignor and Assignee agrees that the disclaimers contained in this Section 3.1 are “conspicuous” disclaimers.
Any covenants implied by statute or law by the use of the words “contribute,” “distribute,” “assign,”
“transfer,” “deliver” or “set over” or any of them or any other words used in this Assignment
are hereby expressly disclaimed, waived or negated.


 


ARTICLE
4.


MISCELLANEOUS


 


Section
4.1 Governing Law. THIS ASSIGNMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,
EXCLUDING ANY CONFLICTS OF LAW RULE OR PRINCIPLE THAT MIGHT REFER CONSTRUCTION OF SUCH PROVISIONS TO THE LAWS OF ANOTHER JURISDICTION,
EXCEPT TO THE EXTENT THAT THE LAWS OF ANOTHER STATE ARE MANDATORILY APPLIED TO THE DISPUTED MATTER.


 




    	 	 	 



     


    

 


Section
4.2 Successors and Assigns. This Assignment shall bind and inure to the benefit of the parties hereto and their
respective successors and assigns.


 


Section
4.3 Counterparts. This Assignment may be executed in any number of counterparts, and each counterpart hereof shall
be deemed to be an original instrument, but all such counterparts shall constitute but one instrument. Any signature hereto delivered
by a party by facsimile transmission shall be deemed an original signature hereto.


 


EXECUTED
as of the date of the parties’ acknowledgments below, but effective as of the Effective Time.


 


	“Assignors”	 
	 	 	 
	The
    Members of Armada Marine Holdings, LLC	 
	 	 	 
	Represented
    by its General Manager:	 
	 	 	 
	Armada
    Enterprises GP, LLC	 
	 	 	 
	By:	/s/:
    George Wight	 
	 	George
    Wight	 
	 	Managing
    General Partner	 
	 	 	 
	“Assignee”	 
	 	 	 
	Armada
    Enterprise LP	 
	 	 	 
	By:	Armada
    Enterprise GP, LLC	 
	 	 	 
	By:	/s/:
    George Wight	 
	 	George
    Wight	 
	 	Managing
    General Partner	 


 




    	 	 	 



     


    

 


Schedule
A – Elite Media Allocation


Allocation
of Common and Subordinated LP Units to the Members


 


Elite
Media Holdings, LLC in exchange for the Elite Media Interest


 


LP
Units for the Elite Media Interest


 


	Total
    LP Units	 	60,810,000
	 	 	 
	Common
    LP Units	 	12,162,000
	 	 	 
	Subordinated
    LP	 	48,648,000


 




    	 	 	 



     


    

 


Schedule
A – Wighthall Allocation


Allocation
of Common and Subordinated LP Units to the Members


 


Wighthall
Hotels & Resorts, LLC in exchange for the Wighthall Interest


 


LP
Units for the Wighthall Interest


 


	Total
    LP Units	 	57,700,000
	 	 	 
	Common
    LP Units	 	11,540,000
	 	 	 
	Subordinated
    LP	 	46,160,000


 




    	 	 	 



     


    

 


Schedule
A – Wight Construction Allocation


Allocation
of Common and Subordinated LP Units to the Members


 


Wight
International Construction, LLC in exchange for the Wight Construction Interest


 


LP
Units for the Wight Construction Interest


 


	Total
    LP Units	 	58,750,000
	 	 	 
	Common
    LP Units	 	11,750,000
	 	 	 
	Subordinated
    LP Units	 	47,000,000


 




    	 	 	 



     


    

 


Schedule
A – Diamond Star Allocation


Allocation
of Common and Subordinated LP Units to the Members


 


Diamond
Star Aerospace, LLC in exchange for the Diamond Star Interest


 


LP
Units for the Diamond Star Interest


 


	Total
    LP Units	 	22,740,000
	 	 	 
	Common
    LP Units	 	4,548,000
	 	 	 
	Subordinated
    LP	 	18,192,000


 




    	 	 	 



     


    

 


Schedule
A – Armada Marine Allocation


Allocation
of Common and Subordinated LP Units to the Members


 


Armada
Marine Holdings, LLC in exchange for the Armada Marine Holdings, LLC Interest


 


LP
Units for the Armada Marine Holdings, LLC Interest


 


	Total
    LP Units	 	10,000,000
	 	 	 
	Common
    LP Units	 	2,000,000
	 	 	 
	Subordinated
    LP	 	8,000,000