Exhibit 10.1


 


AIRCRAFT
PURCHASE AGREEMENT


 


Dated
as of the 11 day of August, 2017


 


between


 


ME
Aviation Services, LLC


 


as
Seller,


 


and


 


Tempus
Applied Solutions Holdings, Inc.


 


as
Purchaser,


 


concerning
six (6) Lockheed Corporation model L-1011 Tristar aircraft bearing


 


United
States registration marks


 


N304CS


N405CS


N309CS


N705CS


N507CS


N703CS


 


and


 


manufacturer’s
serial numbers


 


1157


1164


1165


1174


1186


1188


 




     

     


    

 


AIRCRAFT
PURCHASE AGREEMENT


 


This
AIRCRAFT PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the __11th__ day of August,
2017 (the “Effective Date”), by and between Tempus Applied Solutions Holdings, Inc., having its office at471
McLaws Circle, Suite A, Williamsburg, VA 23185, The United States of America, and/or its assigns (“Purchaser”),
and ME Aviation Services LLC, having its registered offices at 3033 5th Avenue, Suite 227, San Diego, CA 92103 (“Seller”).


 


W
I T N E S S E T H:


 


WHEREAS,
Seller owns each Aircraft described and referred to herein;


 


WHEREAS,
Purchaser desires to purchase each Aircraft from Seller.


 


NOW,
THEREFORE, in consideration of these premises and the mutual covenants and agreements herein contained, the Parties agree
as follows:


 


ARTICLE
I. DEFINITIONS


 


		1.1	The
                                         following terms shall have the following meanings for all purposes of this Agreement:



 


“Aircraft”
means (i) those certain Lockheed Corporation model L-1011 Tristar aircraft bearing the respective United States registration
marks and manufacturer’s serial numbers more particularly described in Exhibit A attached hereto (each, an “Airframe”),
together with the turbofan aircraft engines, bearing the respective manufacturer’s and model information, and serial numbers as
more particularly described in Exhibit A attached hereto (each, an “Engine”), and the installed Auxiliary Power
Units, bearing the respective manufacturer’s serial numbers more particularly described in Exhibit A attached hereto (each,
an “APU”) (ii) all appurtenances, appliances, parts, avionics, instruments, components, accessions and furnishings
pertaining thereto, (iii) loose equipment, accessories and other items, if any, specifically included on the Aircraft Specification
or the Inventory Listing, and (iv) all Aircraft Documents.


 


“Aircraft
Documents” means all documents and records relating to or required to be maintained with respect to an Aircraft, of any
kind or nature, including, without limitation, all airframe, engine, and accessory logbooks, manuals, flight records, weight and
balance manuals, tags, technical records, traceability records, task cards, information, overhaul records, maintenance records,
maintenance contracts, computerized maintenance programs, airframe and aircraft component warranties and service plans (if any),
engine warranties and service plans (if any), auxiliary power unit warranties and service plans (if any), avionics warranties
and service plans (if any), wiring diagrams, drawings and data. “Aircraft Documents” shall not include any flight logs
or records containing Seller’s confidential or proprietary information unrelated to the physical condition or maintenance
of an Aircraft, including passenger manifests, pilot assignments or financial, tax or accounting records.


 


“Aircraft
Protocol” means the official English language text of the Protocol to the Convention on International Interests in Mobile
Equipment on Matters Specific to Aircraft Equipment, adopted on 16 November 2001, at a diplomatic conference in Cape Town, South
Africa.


 


“Aircraft
Specification” means the Aircraft Specification set forth in Exhibit A attached hereto.


 






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“Business
Day” means a day on which banks are open for general business in London and New York.


 


“Cape
Town Convention” means, collectively, the Convention and the Aircraft Protocol.


 


“Closing”
means the consummation of the purchase and sale transaction of the Aircraft contemplated by this Agreement.


 


“Closing
Date” means the date the Closing occurs.


 


“Contract
of Sale” has the meaning given to it in the Convention.


 


“Convention”
means the official English language text of the Convention on International Interests in Mobile Equipment, adopted on 16 November
2001, at a diplomatic conference in Cape Town, South Africa.


 


“Damage”
means, in relation to an Aircraft, damage that requires a major repair within the definition of Appendix A or Appendix B of
the FAR’s, Part 43, or the completion of an FAA Form 337, or for which an insurance claim is filed by Seller.


 


“Delivery
Location” means Bruntingthorpe Aerodrome, Lutterworth, LE17 5QS, England or such other location in the United Kingdom
as Purchaser, acting reasonably, may elect and to which Seller, acting reasonably, may consent.


 


“Delivery
Receipt” means an Aircraft Delivery Receipt in the form of Exhibit D attached hereto.


 


“Escrow
Agent” means Insured Aircraft Title Service, Inc., 4848 SW 36th Street, Oklahoma City, 73179, The United States of America.


 


“FAA”
means the United States Federal Aviation Administration.


 


“FAA
Bill of Sale” means an AC Form 8050-2 Aircraft Bill of Sale.


 


“FAR’s”
means the Federal Aviation Regulations, as amended from time to time.


 


“Inspections”
means Purchaser’s pre-purchase inspection of an Aircraft in accordance with Sections 3.2 and 3.4 hereof.


  


“Inspection
Workscope” means those tests and inspections described on Exhibit B attached hereto.


 


“Inspection
Facility” means the facilities at the Delivery Location.


 


“International
Interest” has the meaning given to it in the Convention.


 






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“International
Registry” means the international registry located in Dublin, Ireland, established pursuant to the Cape Town Convention.


 


“International
Registry Procedures” means the official English language text of the Procedures of the International Registry issued
by the supervisory authority thereof pursuant to the Cape Town Convention.


 


“International
Registry Regulations” means the official English language text of the Regulations of the International Registry issued
by the supervisory authority thereof pursuant to the Cape Town Convention.


 


“Inventory
Listing” means an inventory of parts, loose equipment, engine covers, tool kits, and spares, if any, pertaining to an
Airframe, Engine and/or APU to be prepared jointly by Purchaser and Seller during the Inspection as more particularly set out
in Exhibit F.


 


“Lien”
means any lien, mortgage, security interest, lease or other charge or encumbrance or claim or right of others, including,
without limitation, rights of others under any engine or parts interchange, loan, lease, or pooling agreement and any International
Interests.


 


“Parties”
means the parties to this Agreement.


 


“Purchase
Price” means the amount of Three Million Five Hundred Thousand and 00/100 United States Dollars (US$3,500,000.00), represented
by the Shares.


 


“Report”
means the report of discrepancies prepared by the Inspection Facility in connection with the Inspection.


 


“Shares”
means [6,730,770] shares of the authorized share capital of Tempus Applied Solutions Holdings, Inc.


 


“Share
Transfer Forms” means share transfer forms in respect of the transfer of title to the Shares.


 


“Technical
Acceptance Letter” means a Technical Acceptance Letter in the form of Exhibit C attached hereto.


 


“Warranty
Bill of Sale” means a Warranty Bill of Sale for each Aircraft in the form of Exhibit E attached hereto executed by Seller
in favor of Purchaser (or Purchaser’s designee).


 


ARTICLE
II. AGREEMENT TO BUY AND SELL


 


		2.1	Agreement.
                                         For and in consideration of the Purchase Price, on the Closing Date, Seller shall sell
                                         and deliver each Aircraft to Purchaser, and Purchaser shall purchase and accept delivery
                                         of each Aircraft from Seller, on and subject to the terms and conditions set forth herein.



 


		2.2	Appointment
                                         of Escrow Agent. The Parties hereby agree to appoint the Escrow Agent as document
                                         holder and stakeholder for the sale and purchase of each Aircraft. Purchaser and Seller
                                         shall each pay one-half (1⁄2) of the Escrow Agent’s fees and expenses.



 


		2.3	Share
                                         Transfer Forms. Prior to the Effective Date, Purchaser shall transfer the Share Transfer
                                         Forms to the Escrow Agent. The Share Transfer Forms shall be held by the Escrow Agent
                                         to Purchaser’s order and subject further to the terms of this Agreement. Upon delivery
                                         by Purchaser to Seller of an executed Technical Acceptance Letter in respect of each
                                         Aircraft pursuant to Section 3.4.1 or Section 3.4.2, Escrow Agent shall release the Share
                                         Transfer Forms to Seller, except as otherwise set forth herein, and such release shall
                                         constitute and in all respects be deemed to satisfy Purchaser’s obligation to make
                                         payment of the Purchase Price to Seller.



 






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ARTICLE
III. AIRCRAFT CONDITION AND INSPECTION


 


	 	3.1	Aircraft Condition. Unless otherwise agreed to
by Purchaser, it shall be a condition to Purchaser’s obligation to consummate the transaction contemplated herein that each
Aircraft shall be delivered in conformance with the following conditions (collectively, the “Delivery Conditions”)
on the Closing Date:




 


	 	3.1.1	with good and marketable title, free and clear of all
Liens other than Liens claimed by or through the Purchaser; and




 


		3.1.2	equipped
                                         as specified in the Aircraft Specification and in the same condition as at the completion
                                         of the Inspection, normal wear and tear excepted; and



 


		3.1.3	without
                                         further warranty or representation as to condition, as the Aircraft are otherwise sold
                                         in an “As Is – Where Is” condition.



 


		3.1.4	Notwithstanding
                                         the foregoing, normal wear tear and cosmetic issues that do not materially impair the
                                         performance of an Aircraft shall be deemed to satisfy the Delivery Conditions.



 


		3.2	Pre-Purchase
                                         Inspection. Each Aircraft and Aircraft Documents shall be subjected to a Pre-Purchase
                                         inspection to confirm that each Aircraft, its Engines and APU conform the Delivery Conditions
                                         as set forth on the Inspection Workscope (collectively, the “Inspections”).
                                         Provided, however, that the scope of the Inspections may by modified during the performance
                                         of the Inspections upon the recommendation of the Inspection Facility, with the consent
                                         of the Parties, such consent not to be unreasonably withheld. Prior to the commencement
                                         of the Inspections, Purchaser shall open a work order at the Inspection Facility, and
                                         arrange for and pay the flat rate cost of the Inspections and Purchaser shall cause to
                                         be delivered to Seller evidence of such payment in full such that no lien may be asserted
                                         by the Inspection Facility against any Aircraft for the flat rate cost of the Inspection.
                                         Purchaser and Seller shall have the right to have a representative present at the Inspection
                                         Facility during the Inspection.



 


		3.3	Inspection
                                         Location and Commencement. The Inspection of each Aircraft shall be performed at
                                         the Inspection Facility. Within two (2) calendar days of the Seller and Purchaser signing
                                         this Agreement, or such other mutually acceptable date, Seller shall cause the delivery
                                         of each Aircraft and the Aircraft Documents to the Inspection Facility for the Inspections.



 


		3.4	Technical
                                         Acceptance or Rejection. Within two (2) Business Days after completion of the Inspection
                                         and receipt of the final written Report from the Inspection Facility, Purchaser shall
                                         execute and deliver to Seller a Technical Acceptance Letter, and shall therein indicate,
                                         at Purchaser’s sole discretion and without any obligation:



 


		3.4.1	Purchaser’s
Acceptance of an Aircraft. Purchaser’s acceptance of an Aircraft in its condition “as is”; or



 






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		3.4.2	Purchaser’s
                                         rejection of an Aircraft. Upon any rejection of an Aircraft, regardless of the cause
                                         thereof, the Share Transfer Forms shall be returned by the Escrow Agent to the Purchaser
                                         (unless Purchaser agrees otherwise in writing) and thereafter neither Party shall have
                                         any further liability to the other.



 


Purchaser’s
failure to deliver a Technical Acceptance Letter within two (2) Business Days after completion of the Inspection and receipt of
the final written Report from the Inspection Facility shall be deemed a Purchaser’s rejection of the relevant and all other Aircraft.


 


		3.5	Intentionally
                                         Omitted.



 


		3.6	Positioning
                                         of Aircraft for Delivery. After completion of the Inspection of an Aircraft and until
                                         Closing in respect of that Aircraft or earlier termination of this Agreement, Seller
                                         shall not operate that Aircraft for any purpose whatsoever, provided, however, that Seller
                                         shall be permitted to fly that Aircraft to the Delivery Location, if different from the
                                         Inspection Facility, as required hereby and to minimize any potential loss or damage
                                         that may result from any event or potential event of Force Majeure. Purchaser shall have
                                         the right to have up to two (2) representatives present on that Aircraft during the flight
                                         from the Inspection Facility to the Delivery Location.



 


ARTICLE
IV. CLOSING PROCEDURES


 


		4.1	Pre-Closing
                                         Obligations. Within three (3) Business Days of Purchaser’s acceptance of the Aircraft
                                         in accordance with Section 3.4.1 (which acceptance shall, for the avoidance of doubt,
                                         in all respects be at Purchaser’s sole discretion):



 


		4.1.1	Seller
                                         shall pre-position or cause to be pre-positioned with the Escrow Agent:



 


		4.1.1.1	an
                                         undated, but otherwise fully executed, Warranty Bill of Sale in respect of each Aircraft;



 


		4.1.1.2	an
undated, but otherwise fully completed and executed FAA Bill of Sale in respect of each Aircraft; and



 


		4.1.1.3	releases
                                         or terminations of all Liens, if any, affecting title to any Aircraft or its Engines.



 


		4.1.2	Purchaser
                                         shall pre-position with the Escrow Agent:



 


		4.1.2.1	the
                                         Share Transfer Forms and Purchaser’s share of the Escrow Agent’s fees and expenses.



 


THE
PRE-POSITIONING OF ANY DOCUMENT OR THE SHARE TRANSFER FORMS WITH THE ESCROW AGENT IS FOR THE CONVENIENCE OF THE PARTIES ONLY SO
THAT THEY MAY BE RELEASED AT THE ORAL OR WRITTEN DIRECTION OF THE DEPOSITING PARTIES FOLLOWING SATISFACTION OF ANY CONDITIONS
CONTAINED HEREIN, AND SHALL NOT BE CONSTRUED AS OR IMPLY ACCEPTANCE OF ANY AIRCRAFT OR CONVEYANCE OF TITLE THERETO, WHICH MAY
ONLY OCCUR AS SPECIFICALLY PROVIDED IN THIS AGREEMENT.


 






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		4.2	Conditions
                                         Precedent to Seller’s Obligations. Seller’s obligation to sell and deliver an Aircraft
                                         to Purchaser on the Closing Date shall be subject to the following conditions precedent:



 


		4.2.1	at
                                         the time of Closing, Purchaser shall not be in breach or default of any of Purchaser’s
                                         obligations arising under this Agreement;



 


		4.2.2	at
                                         the time of Closing, all of Purchaser’s representations set forth in Section 5.2 shall
                                         be true and accurate;



 


		4.2.3	prior
                                         to the Closing, Purchaser shall have delivered the items identified in Section 4.1 required
                                         to be delivered by it;



 


		4.2.4	Purchaser’s
                                         obligations expressed in Section 7.23 shall have been complied with;



 


		4.2.5	Purchaser
                                         shall have performed and complied with all of the terms, conditions and covenants required
                                         by this Agreement to be performed or complied with by it prior to or at the Closing;
                                         and



 


		4.2.6	Purchaser
                                         shall have positioned with the Escrow Agent the Share Transfer Forms and Purchaser’s
                                         share of the Escrow Agent’s fees.



 


		4.3	Conditions
                                         Precedent to Purchaser’s Obligations. Purchaser’s obligation to purchase and accept
                                         delivery of an Aircraft from Seller on the Closing Date shall be subject to the following
                                         conditions precedent:



 


		4.3.1	at
                                         the time of Closing, Seller shall not be in breach or default of any of Seller’s obligations
                                         arising under this Agreement;



 


		4.3.2	at
                                         the time of Closing, all of Seller’s representations set forth in Section 5.1 shall be
                                         true and accurate as of the time of Closing;



 


		4.3.3	prior
                                         to the Closing, Seller shall have delivered the items identified in Section 4.1 required
                                         to be delivered by it;



 


4.3.4       prior
to the Closing, Seller shall have positioned the relevant Aircraft at the Delivery Location;


 


		4.3.6	at
                                         the time of Closing, the relevant Aircraft shall be in the condition required by Section
                                         3.1 of this Agreement unless waived in whole or in part by Purchaser in its sole discretion;
                                         and



 


		4.3.7	Seller’s
                                         obligations expressed in Section 7.23 shall have been complied with.



 


		4.4	Closing.
                                         The Closing shall occur within three (3) Business Days after all of the pre-closing obligations
                                         of the Parties under Section 4.1 have been performed, provided all the conditions set
                                         forth in Section 4.2 and Section 4.3 have been performed, satisfied or waived. At the
                                         time of the Closing, the Parties shall perform the following closing deliveries in the
                                         order presented, all of which collectively shall constitute the Closing:



 


		4.4.1	the
                                         Parties shall confirm that all of the Aircraft are in position at the Delivery Location;



 






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		4.4.2	if
                                         not already done, Purchaser shall position with the Escrow Agent the Share Transfer Forms,
                                         Purchaser’s share of the Escrow Agent’s escrow fees, and any additional amounts as may
                                         be due from Purchaser to Seller or to the Inspection Facility (if not already paid in
                                         full as confirmed by the Inspection Facility prior to Closing);



 


		4.4.3	Seller
                                         shall simultaneously deliver possession of all of the Aircraft to the Purchaser at the
                                         Delivery Location;



 


		4.4.4	subject
                                         to the terms of this Agreement, Purchaser shall accept delivery of all of the Aircraft
                                         from Seller at the Delivery Location, and shall simultaneously deliver to Seller a fully
                                         executed Delivery Receipt and either (i) such federal, state, county, local or other
                                         domestic authority sales, use or other similar taxes imposed on the sale, delivery or
                                         transfer of the Aircraft to Purchaser as may be due from Purchaser and which Seller is
                                         required by applicable law to collect, report and remit, or (i) a proper certificate
                                         of Purchaser’s exemption from any such taxes; and



 


		4.4.5	Seller
                                         and Purchaser shall commence a conference call with Escrow Agent during which:



 


		4.4.5.1	Escrow
                                         Agent shall confirm that the procedures set forth in Section 7.23 have been followed,
                                         that Priority Search Certificates from the International Registry addressed to Purchaser
                                         indicate that there is no International Interest registered on the International Registry
                                         with respect to any of the Aircraft and that the FAA records indicate that there are
                                         no Liens on any of the Aircraft, or, if there is, that Escrow Agent has been irrevocably
                                         authorized to discharge the same, and, if applicable, has received executed Lien releases
                                         to file with the applicable filing offices, each such action to occur contemporaneous
                                         with Closing;



 


		4.4.5.2	Purchaser
                                         shall, concurrently with Seller’s instruction in Section 4.4.5.3, instruct the Escrow
                                         Agent to release the Share Transfer Forms to Seller;



 


		4.4.5.3	Seller
                                         shall, concurrently with Purchaser’s instruction in Section 4.4.5.4, instruct the Escrow
                                         Agent to date and file any Lien releases with the applicable filing offices and to date
                                         and deliver the FAA Bills of Sale and Warranty Bills of Sale in respect of all of the
                                         Aircraft to Purchaser, which instruction Seller shall confirm to Escrow Agent is subject
                                         only to actual receipt by Seller of the Share Transfer Forms and such items as identified
                                         in Section 4.4.4 above. Seller’s obligations in this Section 4.4.5.3 shall be subject
                                         to any instructions to the Escrow Agent by any lien holder but which shall not in any
                                         event relieve Seller of its obligation to transfer that Aircraft to Purchaser free and
                                         clear of Liens; and



 


		4.4.5.4	Purchaser
                                         and Seller shall authorize Escrow Agent, upon release of the FAA Bills of Sale and Warranty
                                         Bills of Sale to Purchaser, to file the FAA Bills of Sale with the FAA, and to register
                                         the Contract of Sale for all of the Aircraft and Engines, on the International Registry
                                         as set forth in paragraph 7.23 below.



 


ARTICLE
V. REPRESENTATIONS AND WARRANTIES


 


		5.1	Seller’s
                                         Representations and Warranties. Seller hereby represents and warrants as follows:



 


		5.1.1	Seller
                                         is a limited liability company, duly organized, validly existing, and in good standing;
                                         having the capacity to sue and be sued in its own name, having full power, legal right
                                         and authority to carry on its business as currently conducted, and to execute, deliver
                                         and perform the provisions of this Agreement;



 






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		5.1.2	the
                                         execution, delivery, and performance by Seller of this Agreement, and the sale of each
                                         Aircraft, has been duly authorized by all necessary action on behalf of Seller and do
                                         not conflict with or result in any breach of any of the terms or constitute a default
                                         under any document, instrument, or agreement to which Seller is a party;



 


		5.1.3	the
                                         person executing this Agreement on behalf of Seller has full power and authority to do
                                         so;



 


		5.1.4	this
                                         Agreement constitutes the legal, valid and binding obligations of Seller and is enforceable
                                         against Seller in accordance with its terms, except as may be restricted, limited or
                                         delayed by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
                                         moratorium and similar laws affecting the enforceability of contractual obligations and
                                         creditors’ rights generally and by the application of equitable principles by courts
                                         of competent jurisdiction, sitting at law or in equity;



 


		5.1.5	at
                                         the time of the Closing, Seller shall convey to Purchaser good and marketable title to
                                         each Aircraft, free and clear of all Liens, except for any Liens created by Purchaser,
                                         and Seller will warrant and defend such title forever against all claims and demands
                                         whatsoever;



 


		5.1.6	Seller
                                         has paid (or as applicable has collected and remitted to the proper taxing authorities)
                                         any and all taxes, fees, duties, penalties, charges, invoices, and statements: (i) arising
                                         from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption,
                                         or registration of each Aircraft prior to the Closing; or (ii) which, if not paid or
                                         collected and remitted by Seller prior to Closing, could (as a result of the transactions
                                         contemplated by this Agreement, with the passage of time, or otherwise) result in a lien
                                         upon any of the assets acquired by Purchaser pursuant to this Agreement, or otherwise
                                         result in liability of the Purchaser therefor to a taxing authority or any other person
                                         or entity, regardless of whether any of the foregoing are not yet due, due or past due,
                                         known or unknown to Seller or Purchaser, or not yet imposed, levied or assessed against
                                         Seller or any of the Aircraft;



 


		5.1.7	Seller
                                         has not entered into any agreement (other than this Agreement) pursuant to which Seller
                                         is or may be contractually and/or legally obligated to sell, lease, assign or otherwise
                                         transfer any of the Aircraft or any interest in any of the Aircraft to any party other
                                         than Purchaser;



 


		5.1.8	Seller
                                         is not, and at the time of Closing will not be, (i) a person, (ii) a person controlling
                                         or controlled by an individual or entity, (iii) a person with a beneficial interest in
                                         an entity, or (iv) an agent for an individual or entity, any of which is named on the
                                         Office of Foreign Asset Control (“OFAC”) Specially Designated Nationals
                                         and Blocked Persons list (the “SDN List”), nor is it prohibited from
                                         consummating the transactions contemplated hereunder because of any of the OFAC Sanction
                                         Programs, and



 


		5.1.9	The
                                         Seller is an “accredited investor” as defined in Rule 501(a) under the Securities
                                         Act of 1933, as amended (the “Securities Act”). The
                                         Shares to be transferred to Seller pursuant to the Share Transfer Forms will be “restricted
                                         securities” as defined in Rule 144(a) under the Securities Act, and have not been
                                         and will not be registered under the Securities Act of
                                         1933, as amended, and may not be offered or sold in the United
                                         States absent registration or an
                                         applicable exemption from registration requirements. The stock certificate(s) representing
                                         the Shares shall be appropriately legended to reflect such restriction.



 






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		5.2	Purchaser’s
                                         Representations and Warranties. Purchaser hereby represents and warrants as follows:



 


		5.2.1	Purchaser
                                         is a limited liability company duly organized, validly existing, and in good standing,
                                         having the capacity to sue and be sued in its own name, having full power, legal right
                                         and authority to carry on its business as currently conducted, and to execute, deliver
                                         and perform the provisions of this Agreement;



 


		5.2.2	the
                                         execution, delivery, and performance by Purchaser of this Agreement, and the acquisition
                                         of each Aircraft, has been duly authorized by all necessary action on behalf of Purchaser
                                         and do not conflict with or result in any breach of any of the terms or constitute a
                                         default under any document, instrument, or agreement to which Purchaser is a party;



 


		5.2.3	the
                                         person executing this Agreement on behalf of Purchaser has full power and authority to
                                         do so;



 


		5.2.4	this
                                         Agreement constitutes the legal, valid and binding obligations of Purchaser and is enforceable
                                         against Purchaser in accordance with its terms, except as may be restricted, limited
                                         or delayed by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
                                         moratorium and similar laws affecting the enforceability of contractual obligations and
                                         creditors’ rights generally and by the application of equitable principles by courts
                                         of competent jurisdiction, sitting at law or in equity; and



 


		5.2.5	Purchaser
                                         is not, and at the time of Closing will not be, (i) a person, (ii) a person controlling
                                         or controlled by an individual or entity, (iii) a person with a beneficial interest in
                                         an entity, or (iv) an agent for an individual or entity, any of which is named on the
                                         OFAC SDN List, nor is it prohibited from consummating the transactions contemplated hereunder
                                         because of any of the OFAC Sanction Programs.



 


ARTICLE
VI. DISCLAIMER


 


		6.1	DISCLAIMER
                                         AND LIMITATION OF LIABILITY. EXCEPT AS TO TITLE AND FREEDOM FROM LIENS OR ENCUMBRANCES,
                                         EACH AIRCRAFT AND EACH PART THEREOF IS BEING SOLD AND DELIVERED TO PURCHASER IN “AS
                                         IS, WHERE IS, WITH ALL FAULTS” CONDITION AT TIME OF DELIVERY, WITHOUT ANY REPRESENTATION,
                                         WARRANTY OR GUARANTY OF ANY KIND BEING MADE OR GIVEN BY SELLER, ITS SHAREHOLDERS. DIRECTORS,
                                         MEMBERS, MANAGERS, OFFICERS, AGENTS, EMPLOYEES, ATTORNEYS OR ASSIGNS, EXPRESS OR IMPLIED,
                                         ARISING BY LAW OR OTHERWISE AND SELLER DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES WHETHER
                                         ARISING IN LAW, IN EQUITY, IN CONTRACT, OR IN TORT, INCLUDING, WITHOUT LIMITATION, ANY
                                         IMPLIED WARRANTY OF MERCHANTABILITY, AIRWORTHINESS, DESIGN, CONDITION, OR FITNESS FOR
                                         A PARTICULAR USE. PURCHASER HEREBY WAIVES, RELEASES AND RENOUNCES ANY CLAIM (INCLUDING,
                                         WITHOUT LIMITATION, INCIDENTAL OR CONSEQUENTIAL DAMAGES) OR EXPENSE CAUSED BY AN AIRCRAFT
                                         OR BY PURCHASER’S LOSS OF USE THEREOF FOR ANY REASON WHATSOEVER, EXCEPT FOR ANY CLAIM
                                         ARISING OUT OF SELLER’S COVENANT OF TITLE AND FREEDOM FROM LIENS OR ENCUMBRANCES. WITHOUT
                                         LIMITING THE GENERALITY OF THE FOREGOING, SELLER SHALL NOT BE LIABLE OR RESPONSIBLE TO
                                         PURCHASER FOR ANY DEFECTS, EITHER PATENT OR LATENT IN AN AIRCRAFT, OR FOR ANY DIRECT
                                         OR INDIRECT DAMAGE TO PERSONS OR PROPERTIES RESULTING THEREFROM OR FOR PURCHASER’S LOSS
                                         OF USE OF OR A DIMINUTION IN VALUE OF THE AIRCRAFT OR FOR ANY INTERRUPTION IN PURCHASER’S
                                         BUSINESS CAUSED BY PURCHASER’S INABILITY TO USE AN AIRCRAFT FOR ANY REASON WHATSOEVER.



 






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		6.2	UNDER
                                         NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS, LOSS
                                         OF USE OR ANY OTHER INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT
                                         OF OR RELATED TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
                                         OR ANY DELAY IN CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND EACH PARTY
                                         HEREBY WAIVES ANY RIGHT IT MAY HAVE TO SUCH DAMAGES.



 


ARTICLE
VII. MISCELLANEOUS


 


		7.1	Taxes.
                                         Purchaser shall bear (and shall indemnify Seller for and against) all sales, use, and
                                         other similar taxes that may be imposed by any federal, state, county, local, or other
                                         governmental authority as a result of the sale, delivery, or transfer of each Aircraft
                                         to Purchaser, except for any taxes imposed on or measured by Seller’s income.



 


		7.2	Warranties
                                         and Maintenance Program Contracts. To the extent that any warranties and service
                                         plans from manufacturers, prior owners of each Aircraft, service providers or suppliers
                                         with respect to each Aircraft are still in effect and are assignable, all rights under
                                         such warranties and service plans are hereby assigned and transferred to Purchaser effective
                                         at the time of the Closing. Seller shall assist Purchaser in maintaining continuity of
                                         and transferring any such warranties and service plans, and shall execute whatever documents
                                         or agreements may be reasonably necessary or convenient to vest all rights under such
                                         warranties and service plans in Purchaser and to permit Purchaser to assert or process
                                         claims thereunder. All fees and costs of such transfers shall be paid by Purchaser. Without
                                         limiting the generality of the foregoing, effective upon the Closing, Seller hereby assigns
                                         to Purchaser:



 


		7.2.1	all
                                         rights to enforce or compel performance under any such warranty or service plan;



 


		7.2.2	all
                                         rights to receive any services, property, or moneys accruing or becoming due after the
                                         Closing Date pursuant to any such warranty or service plan, and to receive proceeds of
                                         any indemnity, guaranty, or collateral security with respect to any such warranty or
                                         service plan; and



 


		7.2.3	all
                                         claims for damages arising out of or for breach or default under any such warranty or
                                         service plan, and all rights to exercise any remedy for breach or default under any such
                                         warranty or service plan that may be available under such warranty or service plan, at
                                         law, or in equity.



 


		7.2.4	Notwithstanding
                                         the foregoing provisions, Seller represents to Purchaser that Aircraft have been maintained
                                         in storage pursuant to a manufacturers’ approved Maintenance Storage Program, and
                                         will be delivered in conformity with such program. There are no other Maintenance Program
                                         Contracts or Warranties in place with respect to the Aircraft, to the best of Seller’s
                                         information and belief.



 






    	 	11	 



     


    

 


		7.3	Intentionally
                                         Omitted. .



 


		7.4	Risk
                                         of Loss, Damage or Destruction of Aircraft.



 


		7.4.1	Risk
                                         of Loss. Title to, and risk of loss, injury, destruction or damage to each Aircraft,
                                         shall pass from Seller to Purchaser at the time that (i) the Share Transfer Forms are
                                         released to Seller, and (ii) the FAA Bills of Sale and Warranty Bills of Sale are released
                                         to Purchaser, and (iii) Seller delivers possession of each Aircraft to Purchaser.



 


		7.4.2	Destruction
                                         or Damage. Notwithstanding any contrary provision of this Agreement, if at any time
                                         prior to the Delivery an Aircraft is destroyed or damaged, the Share Transfer Forms shall
                                         immediately be refunded to Purchaser, Seller shall reimburse Purchaser the sums expended
                                         by Purchaser in connection with the Inspection, if any, and any documented out of pocket
                                         costs expended by Purchaser in connection with the transactions contemplated hereby,
                                         and this Agreement shall terminate and be of no further force or effect. For purposes
                                         of this Section 7.4.2 the word “damaged” shall mean if (i) the total costs
                                         of properly repairing such damage prior to Closing, as determined by the Inspection Facility,
                                         would exceed the sum of US$50,000.00 or take more than thirty (30) calendar days to repair,
                                         or (ii) such damage if properly repaired would, in the sole opinion of Purchaser, adversely
                                         affect the value or marketability of that Aircraft, or (iii) after repair, such damage
                                         will result in operational limitations or adverse changes to the inspection or maintenance
                                         program for that Aircraft.



 


		7.5	Default.



 


		7.5.1	Seller’s
                                         Default. This Agreement may be terminated by Purchaser in the event of a breach by
                                         Seller of any provision of this Agreement which breach is not cured within five (5) Business
                                         Days of the delivery to Seller of written notice thereof from Purchaser or which breach
                                         by its nature cannot be cured prior to Closing. If Purchaser elects to terminate this
                                         Agreement under this Section 7.5.1, the Share Transfer Forms shall be immediately returned
                                         to Purchaser, Seller shall reimburse Purchaser upon Purchaser’s demand for the reasonable
                                         and documented out of pocket costs paid by Purchaser in connection with the Inspections
                                         and this transaction, and this Agreement shall be of no further force or effect. Purchaser
                                         acknowledges and represents that the above-referenced damages and reimbursements are
                                         a reasonable estimate of the damages that would be incurred by Purchaser in the event
                                         Seller defaults on Seller’s obligations under this Agreement. Purchaser’s rights to receive
                                         the above-referenced amounts shall be the sole and exclusive remedies available to Purchaser
                                         in the event Seller defaults on Seller’s obligations under this Agreement, and Purchaser
                                         waives any other remedies that may be available to Purchaser at law or in equity.



 


		7.5.2	Purchaser’s
                                         Default. This Agreement may be terminated by Seller in the event of a breach by Purchaser
                                         of any provision of this Agreement which breach is not cured within five (5) Business
                                         Days of the delivery to Purchaser of written notice thereof from Seller or which breach
                                         by its nature cannot be cured prior to Closing. If Seller elects to terminate this Agreement
                                         under this Section 7.5.2, Purchaser shall pay US$1,000.00 ( One Thousand U.S. Dollars)
                                         (the “LD Amount”) to Seller as liquidated damages, Purchaser shall
                                         pay to the Inspection Facility any unpaid costs of the Inspections, and this Agreement
                                         shall be of no further force or effect. Seller acknowledges and represents that the liquidated
                                         damages amount provided for in this Section 7.5.2 is a reasonable estimate of the damages
                                         that would be incurred by Seller in the event Purchaser defaults on Purchaser’s obligations
                                         under this Agreement. Seller’s right to receive the LD Amount as liquidated damages and
                                         to require Purchaser to make payment to the Inspection Facility for any unpaid Inspection
                                         costs shall be the sole and exclusive remedies available to Seller in the event Purchaser
                                         defaults on Purchaser’s obligations under this Agreement, and Seller waives any other
                                         remedies that may be available to Seller at law or in equity.



 






    	 	12	 



     


    

 


		7.6	Force
                                         Majeure. The term “Force Majeure” means any cause beyond a Party’s
                                         reasonable control that prevents a Party from meeting its obligations under this Agreement,
                                         including, but not limited to, acts of God or the public enemy, acts of terrorism, war
                                         or other outbreak of hostilities, civil commotion, strikes, lockouts, and labor disputes
                                         (but excludes events described in Section 7.4.2, the remedies for of which are described
                                         therein). A Party shall promptly notify the other Party that it will be unable to perform
                                         its obligations hereunder due to a Force Majeure. In such event, the time for such Party’s
                                         performance shall be extended for the pendency of such event, provided, however, that
                                         should such non-performance extend beyond twenty (20) days, the unaffected Party may
                                         at its option terminate this Agreement upon written notice to the other Party. In such
                                         event, each Party shall pay its share of the Escrow Agent’s fees to the Escrow
                                         Agent; and the Escrow Agent shall return the Share Transfer Forms to Purchaser. Thereafter,
                                         neither Party shall have any obligation or liability to the other with respect to the
                                         subject matter of this Agreement, except that Purchaser shall remain liable for the cost
                                         of the Inspections (as a matter of clarification, excluding the cost of any repairs or
                                         improvements made on an Aircraft).



 


		7.7	Amendments.
                                         The provisions of this Agreement may not be waived, altered, modified, amended, supplemented
                                         or terminated in any manner whatsoever except by written instrument signed by both Parties
                                         hereto.



 


		7.8	Severability.
                                         Any provision of this Agreement that may be determined by competent authority to be prohibited
                                         or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to
                                         the extent of such prohibition or unenforceability without invalidating the remaining
                                         provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall
                                         not invalidate or render unenforceable such provision in any other jurisdiction.



 


		7.9	Assignment.
                                         This Agreement may not be assigned by any Party without the prior written consent of
                                         the other Party; provided that Purchaser shall have the right to assign this Agreement
                                         to an owner trustee(s) of a trust(s) established for registration purposes, or to an
                                         entity owned, controlled, or affiliated with Purchaser.



 


		7.10	Successor
                                         and Assigns. This Agreement shall inure to the benefit of and be binding upon each
                                         of the Parties hereto and their respective successors and permitted assigns.



 


		7.11	Headings
                                         and References. The division of this Agreement into sections, and the insertion of
                                         headings, are for convenience of reference only and shall not affect the construction
                                         or interpretation of this Agreement.



 


		7.12	Counterparts.
                                         This Agreement may be fully executed in two or more counterparts by each of the Parties
                                         hereto, such counterparts together constituting but one and the same instrument. Such
                                         counterparts may be exchanged via facsimile or other electronic transmission.



 






    	 	13	 



     


    

 


		7.13	Notices.
                                         All communications, declarations, demands, consents, directions, approvals, instructions,
                                         requests and notices required or permitted by this Agreement shall be in writing and
                                         shall be deemed to have been duly given or made when delivered personally or transmitted
                                         electronically by facsimile or email, receipt acknowledged, or in the case of documented
                                         overnight delivery service or registered or certified mail, return receipt requested,
                                         delivery charge or postage prepaid, on the date shown on the receipt therefor, in each
                                         case at the address set forth below:



 


	 	If
    to Purchaser:	Tempus
    Applied Solutions Holdings, Inc.
	 	 	471
    McLaws Circle, Suite A, Williamsburg, VA 23185, The United States of America
	 	 	Attn:
    Mr Scott Terry
	 	 	E-Mail:
    sterry@tempus-as.com
	 	 	 
	 	With
    copies to:	Groom
    & Cave, LLP
	 	 	1570
    The Alameda, Suite 100
	 	 	San
    Jose, California 95126
	 	 	Attn:
    Timothy H. Hopkins, Esq.
	 	 	Phone:
    (408)-286-3300
	 	 	E-Mail:
    thopkins@groomandcave.com
	 	 	 
	 	If
    to Seller:	ME
    Aviation Services, LLC
	 	 	3033
    5th Avenue, Suite 227
	 	 	San
    Diego, CA 92103
	 	 	Attn:
    Johan Claasen
	 	 	Phone:
	 	 	E-Mail:
    johan@claasengroup.com
	 	 	 
	 	With
    a copy to:	Davis
    & Boyd, LLC
	 	 	1110
    London St., Suite 201
	 	 	Myrtle
    Beach, SC 29577
	 	 	Attention:
    Reese R. Boyd III, Esq.
	 	 	Phone:
    843-839-9800
	 	 	E-mail:
    reese@davisboydlaw.com


  


		7.15	Attorney
                                         Fees. In the event it becomes necessary to enforce the terms of this Agreement by
                                         litigation or otherwise, the prevailing Party shall be entitled to recover its reasonable
                                         attorney fees and court costs, including any such fees or costs arising from subsequent
                                         appeals and efforts to execute on any judgment.



 


		7.16	Non-Waiver.
                                         Any failure at any time of either Party to enforce any provision of this Agreement shall
                                         not constitute a waiver of such provision or prejudice the right of such Party to enforce
                                         such provision at any subsequent time.



 


		7.17	Entire
                                         Agreement. The Parties agree that the terms and conditions of this Agreement constitute
                                         the entire agreement between the Parties with respect to the subject matter hereof. This
                                         Agreement supersedes all prior agreements between the Parties, express or implied including,
                                         without limitation, any offer to purchase or letter of intent.



 






    	 	14	 



     


    

 


		7.18	Transaction
                                         Costs and Expenses. Except as otherwise set forth herein, each Party to this Agreement
                                         shall bear its own transaction costs and expenses, including, without limitation, any
                                         brokers’ commissions and/or attorneys’ fees. Purchaser and Seller shall each pay one-half
                                         (1⁄2) of Escrow Agent’s fees and expenses relating to the transactions contemplated
                                         hereby.



 


		7.19	Survival.
                                         The representations, warranties, and indemnification obligations of Purchaser and Seller,
                                         if any, shall survive the Closing in perpetuity; provided, however, that any of the same
                                         pertaining to the condition of an Aircraft, if any, shall terminate at Closing.



 


		7.20	Time
                                         is of the Essence. Time shall be of the essence for all events contemplated hereunder.



 


		7.21	Further
                                         Assurances. Each of the Parties hereto covenants and agrees to execute such other
                                         and further documents relating to the matters set forth herein and to take or cause to
                                         be taken such other and further actions, as may be reasonably necessary or appropriate
                                         to carry out the purposes and intent of this Agreement, and to consummate the transactions
                                         contemplated hereby.



 


		7.22	Governing
                                         Law. This Agreement shall in all respects be governed by, and construed in accordance
                                         with, the laws of the State of New York, including all matters of construction, validity
                                         and performance, without giving effect to its conflict of laws provisions. Each of the
                                         Parties irrevocably and unconditionally: (a) agrees that any suit, action or legal proceeding
                                         arising out of or relating to this Agreement shall be brought in the courts of the State
                                         of Oklahoma, Oklahoma County or the United States District Court for the Western District
                                         of Oklahoma located in Oklahoma City, Oklahoma; (b) consents to the jurisdiction and
                                         court rules in Oklahoma and such federal district court; (c) waives any objection which
                                         it may have to the laying of venue of any such suit, action or proceeding in any of such
                                         courts.; and (d) agrees that service of any court paper may be effected on such Party
                                         by mail, or in such other manner as may be provided under applicable laws or court rules
                                         in Oklahoma and such federal district court.



 


		7.23	Cape
Town Convention.



 


		7.23.1	Prior
                                         to the closing, Purchaser shall become a “transacting user entity” and Seller
                                         shall become a “transacting user entity” with the International Registry. Each
                                         of Purchaser and Seller shall bear its own expense in doing so.



 


		7.23.2	Each
                                         Party shall provide to the other, as a condition to closing, evidence that it has been
                                         approved by the International Registry as a “transacting user entity” and has
                                         duly registered with, is authorized to make filings with and has received all approvals
                                         from the International Registry, and has appointed an “administrator” (as such
                                         term is defined and used in the International Registry Procedures and International Registry
                                         Regulations).



 






    	 	15	 



     


    

 


		7.23.3	Each
                                         Party shall, as a condition to closing, authorize Escrow Agent to act as, and shall designate
                                         Escrow Agent as, a “professional user entity” (as such term is defined and
                                         used in the International Registry Procedures and International Registry Regulations)
                                         to effect, amend, discharge and consent to registrations with respect to an Aircraft
                                         (including the airframe and the related engines) on its behalf. Neither Seller nor Purchaser
                                         shall revoke such authorization until after the earlier to occur of (i) registration
                                         of a Contract of Sale of an Aircraft with the International Registry following the Closing,
                                         or (ii) termination of this Agreement in accordance with its terms. Without Seller’s
                                         prior written consent, Purchaser and Purchaser’s lender shall not effect or cause to
                                         effect a prospective International Interest on an Aircraft (including the airframe and
                                         the related engines) and shall upon such registration of any such prospective International
                                         Interest take all necessary actions to discharge or cause to discharge such registration.
                                         Purchaser and Purchaser’s lender understand and agree that in no event shall Seller authorize
                                         the creation of any lien or other security interest to be created in an Aircraft (including
                                         the airframe and the related engines) prior to title passing to Purchaser.



 


		7.23.4	Purchaser
                                         and Seller shall cooperate to cause Escrow Agent, as a professional user entity, to register
                                         a Contract of Sale of each Aircraft with the International Registry immediately after
                                         title passing to Purchaser. Seller and Purchaser each hereby expressly consents to the
                                         registration of the International Interest arising from the Contract of Sale with respect
                                         to each Aircraft (including the airframe and related engines).



 


		7.23.5	Immediately
                                         prior to Closing, the Escrow Agent shall obtain a Priority Search Certificate (as such
                                         term is defined and used in the International Registry Procedures and the International
                                         Registry Regulations) from the International Registry with respect to each Aircraft (including
                                         the airframe and related engines) confirming that no prior International Interest exists
                                         that will not be otherwise discharged at Closing with respect to each Aircraft (including
                                         the relevant Airframe and related Engines). Any Priority Search Certificate obtained
                                         by the Escrow Agent from the International Registry with respect to an Aircraft shall
                                         identify the Purchaser and the Seller as having the benefit of the search.



  


[SIGNATURES
APPEAR ON FOLLOWING PAGE]


 




    	 	16	 



     


    

 


IN
WITNESS WHEREOF, the undersigned Parties have caused this Aircraft Purchase Agreement to be executed, delivered and effective
as of the date first above written.


 


	 	Seller:
	 	 	 
	 	ME
    Aviation Services, LLC,
	 	 	 
	 	By:	         
	 	Name:	Johan
    Claasen
	 	Title:	CEO
	 	 	 
	 	Purchaser:
	 	 	 
	 	Tempus
    Applied Solutions Holdings, Inc.,
	 	 	 
	 	By:	       
	 	Name:	Mr
    Scott Terry
	 	Title:	Authorised
    Signatory


  


CONSENT
AND JOINDER OF ESCROW AGENT


 


Purchaser
and Seller have appointed the Escrow Agent as document holder and stakeholder for the sale and purchase of each Aircraft, and
the Escrow Agent accepts such appointment for and in consideration of escrow fees set out below. The Parties acknowledge that
the Escrow Agent is acting as a document holder and stakeholder only, its duties being purely ministerial, at their request and
for their convenience, that in such role the Escrow Agent shall not be deemed to be the agent or trustee for either of the Parties,
and that the Escrow Agent shall not be liable to either of the Parties for any act or omission done in good faith unless it involves
willful misconduct or gross negligence on its part. Escrow Agent confirms that the Share Transfer Forms are being held exclusively
with respect to the sale of the Aircraft by Seller to Purchaser as contemplated by this Agreement and for no other transaction
and no other person and to treat the Share Transfer Forms solely as Purchaser may direct in writing.


 


The
undersigned does hereby consent to and join in the foregoing Agreement, hereby agreeing to act as the Escrow Agent and to perform
and discharge all of the duties and obligations of the Escrow Agent as set forth in such Agreement strictly in accordance with
the terms thereof.


 


The
Escrow Fees shall be a total of US$[●], and Purchaser and Seller shall each be responsible for one-half (1/2) of said total.


  


Executed
and delivered this ___ day of August, 2017.


 


	 	Escrow Agent:
	 	 	 
	 	Insured Aircraft Title Service, Inc. 
	 	 	 
	 	By:
    	       
	 	Name:  	[●]        
	 	Title:  	[●]





 






    	 	17	 



     


    

 


Exhibit
A


 


AIRCRAFT
SPECIFICATION


 


	DESCRIPTION
	 	AIRCRAFT 1	 	AIRCRAFT 2	 	AIRCRAFT 3	 	AIRCRAFT 4	 	AIRCRAFT 5	 	AIRCRAFT 6
	Registered Owner	 	Aero Airtanker 1 LLC	 	Aero Airtanker 2 LLC	 	Aero Airtanker 4 LLC	 	Aero Airtanker 3 LLC	 	Aero Airmed 1 LLC	 	Aero Airtrans 1 LLC
	General Description	 	Lockheed L-1011 TriStar	 	Lockheed L-1011 TriStar	 	Lockheed L-1011 TriStar	 	Lockheed L-1011 TriStar	 	Lockheed L-1011 TriStar	 	Lockheed L-1011 TriStar
	Registration	 	N304CS	 	N405CS	 	N309CS	 	N705CS
	 	N507CS	 	N703CS

	Year of Manufacture	 	 	 	 	 	 	 	 	 	 	 	 
	Airframe Serial Number	 	1157	 	1164	 	1165	 	1174	 	1186	 	1188
	Engine 1 Description	 	RB211-524B	 	RB211-524B	 	RB211-524B	 	RB211-524B	 	RB211-524B	 	RB211-524B
	Engine 2 Description	 	RB211-524B	 	RB211-524B	 	RB211-524B	 	RB211-524B	 	RB211-524B	 	RB211-524B
	Engine 3 Description	 	RB211-524B	 	RB211-524B	 	RB211-524B	 	RB211-524B	 	RB211-524B	 	RB211-524B
	Engine 1 Serial Number	 	14618	 	14751	 	14711	 	14752	 	14603	 	14769
	Engine 2 Serial Number	 	14744	 	14746	 	14799	 	14712	 	14622	 	14754
	Engine 3 Serial Number	 	14801	 	14855	 	14604	 	14630	 	14800	 	14804
	APU Description	 	 	 	 	 	 	 	 	 	 	 	 
	APU Serial Number 
	 	55276 
	 	55371	 	55214	 	55373	 	55376	 	860378


 




    	 	18	 



     


    

 


Exhibit
B


 


INSPECTION
WORKSCOPE


 


The
following terms shall govern the Pre-Purchase Inspection as set forth and provided for in Sections 3.2, 3.2, and 3.4:


 


(A)
Purchaser, or Purchaser’s designated agent for performance of the Inspection, shall have full and unfettered access to the
Aircraft. As necessary to accomplish the inspection, Purchaser may remove or open all necessary inspection plates, access doors,
fairing, and cowling, as reasonably necessary to observer and/or assess all essential aircraft systems, and specifically, the
following systems and/or Aircraft components:


 


(1)
Skin—for deterioration, distortion, evidence of failure, or defective or insecure attachment of fittings.


 


(2)
Systems and components—for improper installation, apparent defects, and unsatisfactory operation.


 


(3)
Envelope, gas bags, ballast tanks, and related parts—for poor condition.


 


(4)
Cabin and Cockpit Group:


 


(a)
Generally—for uncleanliness and loose equipment that might foul the controls.


 


(b)
Seats and safety belts—for poor condition and apparent defects.


 


(c)
Windows and windshields—for deterioration and breakage.


 


(d)
Instruments—for poor condition, mounting, marking, and (where practicable) improper operation.


 


(e)
Flight and engine controls—for improper installation and improper operation.


 


(f)
Batteries—for improper installation and improper charge.


 


(g)
All systems—for improper installation, poor general condition, apparent and obvious defects, and insecurity of attachment.


 


(5)
Engine and Nacelle Group:


 


(a)
Engine section—for visual evidence of excessive oil, fuel, or hydraulic leaks, and sources of such leaks.


 


(b)
Studs and nuts—for improper torqueing and obvious defects.


 






    	 	19	 



     


    

 


(c)
Internal engine—for cylinder compression and for metal particles or foreign matter on screens and sump drain plugs. If there
is weak cylinder compression, for improper internal condition and improper internal tolerances.


 


(d)
Engine mount—for cracks, looseness of mounting, and looseness of engine to mount.


 


(e)
Flexible vibration dampeners—for poor condition and deterioration.


 


(f)
Engine controls—for defects, improper travel, and improper safe tying.


 


(g)
Lines, hoses, and clamps—for leaks, improper condition and looseness.


 


(h)
Exhaust stacks—for cracks, defects, and improper attachment.


 


(i)
Accessories—for apparent defects in security of mounting.


 


(j)
All systems—for improper installation, poor general condition, defects, and insecure attachment.


 


(k)
Cowling—for cracks, and defects.


 


(6)
Landing Gear Group:


 


(a)
All units—for poor condition and insecurity of attachment.


 


(b)
Shock absorbing devices—for improper oleo fluid level.


 


(c)
Linkages, trusses, and members—for undue or excessive wear fatigue, and distortion.


 


(d)
Retracting and locking mechanism—for improper operation.


 


(e)
Hydraulic lines—for leakage.


 


(f)
Electrical system—for chafing and improper operation of switches.


 


(g)
Wheels—for cracks, defects, and condition of bearings.


 


(h)
Tires—for wear and cuts.


 


(i)
Brakes—for improper adjustment.


 


(7)
All components of the wing and center section assembly for poor general condition, skin deterioration, distortion, evidence of
failure, or insecurity of attachment, including any anti-icing devices, for improper operation or obvious defects.


 






    	 	20	 



     


    

 


(8)
All components and systems that make up the complete empennage assembly for poor general condition, skin deterioration, distortion,
evidence of failure, insecure attachment, improper component installation, and improper component operation.


 


(9)
Radio Group:


 


(a)
Radio and electronic equipment—for improper installation and insecure mounting.


 


(b)
Wiring and conduits—for improper routing, insecure mounting, or obvious defects.


 


(c)
Bonding and shielding—for improper installation and poor condition.


 


(d)
Antenna including trailing antenna—for poor condition, insecure mounting, and improper operation.


 


(B)
       Purchaser may otherwise inspect each installed miscellaneous item that is not otherwise
covered by the above listing for improper installation or improper operation. However, and in NO CASE may Purchaser or Purchaser’s
agent(s) engage in any inspection procedure or undertaking which is destructive in any manner to the aircraft, or from which it
is not readily and immediately capable of restoring the Aircraft to its prior and Pre-Inspection condition.


 


(C)       This
Exhibit B / Inspection Workscope is intended only to identify those Aircraft systems and components which Purchaser may review,
assess, and/or inspect as part of the Pre-Purchase Inspection. It is not intended as any Representation or Warranty as to the
condition or fitness of any Aircraft system or component for any purpose, and does not in any way alter the terms of this Aircraft
Purchase Agreement which provide for the sale of the Aircraft in an “AS-IS / WHERE-IS” Condition.


 


 


 


21