Exhibit 10.3


 





 





 


	
        FROM

        Louis Giordimaina

        Chief Operating Officer

         

        DATE

        9th June 2019

         

        PHONE

        +35679492509

         

        E-MAIL

        louis.giordimaina@aircom4u.com

         

         

        OUR REFERENCE

        Aircom 12-05-2019 MSN 4353 Sat
K++
	 
	
        TO

        Konstantin
        ESSLER

         

        MJet
        GmbH

        Concorde
        Business Park 1/C3/12,

        2320
        Schwechat, Austria



 


Subject: VIP - ACJ319 - TURNKEY INSTALLATION
OF AERKOMM K++ 


 


 


Dear Sir,


 


Further to the General Terms Agreement (the
GTA) signed between Aircom Pacific, Inc. and MJet GmbH on 5th March 2019, we are pleased to propose the hereby
attached turnkey letter agreement (the “Letter”) reference “Aircom 12-05-2019 MSN 4353 Sat K++“.


 


We trust that this Letter will meet MJet
GmbH‘s expectations and look forward to receiving the signed copy of this Letter.


 


Remaining at your disposal for further discussions.


 


 


Yours sincerely


 


Louis Giordimaina


COO - Aviation


Aircom Pacific, Inc


 


 


 


Enclosed: Letter Agreement Reference
Aircom 09-06-2019 MSN 4353 Sat K++ rev 01


 




    
	Aircom 09-06-2019 MSN 4353 Sat K++ Rev 01	August 14, 2019
	 	 Page 1

 


     


    

 


Letter Agreement


 


VIP - ACJ319 - TURNKEY INSTALLATION OF AERKOMM
K++ 


 


Konstantin ESSLER


 


MJet GmbH


Concorde Business Park 1/C3/12,


2320 Schwechat, Austria 


 


 


Subject: TURNKEY INSTALLATION OF AERKOMM
K++ SATCOM SOLUTION on ACJ A319 MSN 4353 


 


 


Aircom Pacific, Inc. (“Aircom”)
and MJet GmbH (the “Company”) have discussed the embodiment of certain changes (the “Changes”)
in aircraft configuration which are documented by AIRBUS Service Bulletin (the “SB”) and AIRBUS Supplemental
Type Certificate (the “STC”) on the ACJ A319 aircraft, registration OE-LJG, MSN 4353 (the “Aircraft”).


 


This turnkey letter agreement (the “Letter”)
reflects Aircom’s proposal and the General Terms Agreement (GTA) signed on 5th March 2019 between Aircom
and the Company with regard to said embodiment and certification, once signed, will confirm our mutual understanding regarding
the provision of said SB and STC embodiment.


 


		1.	STATEMENT OF WORK



 


		1.1.	DESCRIPTION



 


MJet accepts to make aircraft ACJ A319 MSN
4353 Registration OE-LJG available to Aircom as a prototype aircraft for the installation, testing, certification and connectivity
services of Aircom’s Aerkomm K++ system.


 


Aircom shall perform or cause to be performed
the services described in the relevant Attachments as follows: (the “Work”).


 


		·	Attachment 1: Description of the work Aerkomm K++ SATCOM SOLUTION



		·	Attachment 2: “CONFIDENTIAL INFORMATION – REDACTED”



		·	Attachment 3: Certificate of acceptance



		·	Attachment 4: The flight service



		·	Attachment 5: General Terms and Conditions



 


The Work shall be performed by an approved
Airbus maintenance repair organisation under EASA Part 145 requirements, at a time as mutually agreed between both parties.


 


The Changes to be embodied through AIRBUS SB
and AIRBUS STC shall be approved by EASA either by the privileges of PART 21 J Design Organisation Approval or by EASA for major
Changes.


 


The Company shall obtain the necessary approval
for the STC from the Company’s national aviation authorities or authority of the Aircraft country of registration if required.


 


It is hereby understood that Aircom shall not
be held liable for and the Company waives to claim for any damages for late delivery of the Aircraft in case of delay to obtain
the AIRBUS STC approval from the Company’s national aviation authorities or authority of the Aircraft country of registration.


 


Aircom shall provide the Company with an update
of any relevant maintenance, operational and/or supplemental documentation, due to the performance of the Work.


 






    
	Aircom 09-06-2019 MSN 4353 Sat K++ Rev 01	August 14, 2019
	 	 Page 2

 


     


    

  


		1.2.	ADDITIONAL WORK



 


Aircom shall inform the Company during the
course of the Work about findings on the Aircraft, if any. Any work resulting from such findings shall be subject to written mutual
agreement specifying the scope, lead time and prices between the parties hereto and be then considered as additional work (the
”Additional Work”).


 


Should the airworthiness authorities of the
country of registration selected by the Company require, for the approval of the AIRBUS STC, the compliance with requirements in
addition to those necessary for the EASA approval of the AIRBUS STC, and in the event such compliance with additional requirements
require the performance of work on the Aircraft, such work shall be deemed to be Additional Work.


 


All Work and any agreed Additional Work actually
accomplished, shall be recorded in a dedicated report (the "Report").


 


Work, Additional Work and ground checks shall
be subject to the provisions of this Letter. Any other tasks including but not limited to catering, aircraft weighting or flight
checks shall be subject to a separate and distinct contract.


 


		1.3.	PERIOD OF PERFORMANCE



 


Conditioned upon receipt by Aircom of the purchase
order mentioned under Clause 3.1 and the Company fulfilling the requirements set forth in this Letter, the Work is scheduled to
commence in common agreement with AIRBUS, Aircom and the Company for 6 weeks with a starting date to be mutually agreed between
the parties.


 


Any modification to the schedule which should
become necessary due to, among other reasons, changes in the availability of the Aircraft or modification of the scope or extent
of the Work shall be subject to a written mutual agreement between the parties.


 


		2.	COMMERCIAL CONDITIONS



 


		2.1.	The price for the Work shall amount to:



 


		·	Aircom will provide to the Company the Aerkomm K++ equipment “CONFIDENTIAL INFORMATION –
REDACTED”.



 


		·	Aircom will provide to the Company the relevant Airbus Service Bulletin and associated material
kit “CONFIDENTIAL INFORMATION – REDACTED”.



 


		·	The installation of the whole Aerkomm K++ system will be “CONFIDENTIAL INFORMATION –
REDACTED” for the Company.



 


		·	The approval of the retrofit solution by the EASA and by the FAAA will be under the responsibility
of Airbus and “CONFIDENTIAL INFORMATION – REDACTED”.



 


		·	The Company will pay Aircom “CONFIDENTIAL INFORMATION – REDACTED” upon the successful
completion of the installation, testing and certification of the Aerkomm K++ equipment.



 


		·	The Company will pay Aircom “CONFIDENTIAL INFORMATION – REDACTED” for Connectivity
Services with unlimited data provided by Aircom following the successful completion of the installation, testing and certification
of the Aerkomm K++ equipment.



 






    
	Aircom 09-06-2019 MSN 4353 Sat K++ Rev 01	August 14, 2019
	 	 Page 3

 


     


    

  


		2.2.	The above commercial conditions set forth in Clause 2.1 shall include:



 


“CONFIDENTIAL INFORMATION – REDACTED”


 


		3.	Payment Conditions



 


		3.1.	Upon completion of the Work i.e. day of the redelivery of the Aircraft to the Company, Aircom shall
invoice and the Company shall pay immediately to Aircom one hundred percent (100 %) of the price as set forth in Clause 2.1 above,
“CONFIDENTIAL INFORMATION – REDACTED” and the price of Additional Work, if any.



 


		3.2.	Thereafter, Aircom shall invoice the Company and the Company shall pay Aircom for all other costs
and expenses arising from or in connection with this Letter.



 


		3.3.	All invoices shall be paid by the Company immediately upon issuance of invoice by Aircom.



 


		3.4.	In the event of destruction or serious damage to the Aircraft stopping the performance of the Work
prior to completion of the Work, Aircom shall provide to the Company, as soon as practicable, invoices for all charges applicable
to the Work and Additional Work up to the time of such destruction or damage.



 


		3.5.	Payment shall be made to the account of Aircom with:



 


Beneficiary Account No:


Beneficiary Name:


Beneficiary Address:


Bank Routing Number:


Swift Code:


Receiving Bank Name:


Receiving Bank Address:


 


or as otherwise
indicated by Aircom.


 


		4.	OBLIGATIONS OF THE COMPANY



 


		4.1.	The Company shall provide Aircom/Airbus and/or its subcontractors as the case may be, with the
following:



 


		§	an insurance certificate compliant with Airbus’ insurance requirements as mentioned in GTCS;



 


		§	any and all up to date documentation relating to the Aircraft, which is necessary for the performance
of the Work (such as, but not limited to configuration and maintenance history)



 


		§	any equipment, upon Aircom’s request, which may be necessary to replace defective units and/or
be required for the Aircraft and, if any equipment has been removed by the Company for maintenance, repair or overhaul, return
such equipment to enable the functional testing, if any. Any such equipment provided and/or returned by the Company shall be serviceable
and accompanied by an authorized release certificate.



 


		§	any necessary Company’s furnished equipment and purchased or loaned equipment items which
are not to be supplied by Aircom (serviceable, accompanied by an authorized release Certificate). These items shall be delivered
according to the DDP incoterm (as this term is defined in the publication N°715 of the International Chamber of Commerce (ICC)
Rules for the use of Domestic and International Trade Terms published in January 2010) at the facilities designated by Aircom no
later than five (5) business days before the start of the Work.



 


		4.2.	The Company shall keep the general engineering responsibility of the Aircraft including but not
limited to Airworthiness Directives and Additional Work not linked with the Work.



 






    
	Aircom 09-06-2019 MSN 4353 Sat K++ Rev 01	August 14, 2019
	 	 Page 4

 


     


    

  


		4.3.	All flights management shall remain the entire responsibility of the Company in terms of territory
overflight clearances, flight permits and pilots. This responsibility concerns the flights to and from the place where the Work
is scheduled, and any ferry or test flight and/or acceptance flight requested by the company after completion of the Work.



 


		4.4.	The Company shall be responsible for managing any customs, taxes or fees, as required by the country
where the Work is taking place.



 


		4.5.	In the event of a default of the Company in respect of either of the obligations of the Company
as stated in this Letter, Aircom, without prejudice to any other rights and remedies available under this Agreement or by law,
reserves the right to retain all down payment and any other monies paid by the Company to Aircom under this Letter.



 


		5.	TITLE - RISK OF LOSS



 


		5.1.	Title to and risk of loss of the Aircraft and all parts, materials and equipment removed from the
Aircraft and all parts, materials, equipment, tools and tooling provided by the Company shall remain with the Company.



 


		5.2.	Risk of loss of all parts, materials and equipment furnished by Aircom to be used in the Work shall
remain with Aircom until installation in the Aircraft. Title to all parts, materials and equipment furnished by Aircom shall remain
with Aircom except that, upon full payment to Aircom, title to those parts, materials and equipment actually used in the Work shall
pass to the Company.



 


		5.3.	Title to and risk of loss of all tools and tooling provided by Aircom shall remain with Aircom
at all times.



 


		6.	DELAYS



 


		6.1.	In case of a delay in the Work and/or Additional Work, which is not excusable under Article 7 of
the GTCS, the Parties shall in good faith discuss the most appropriate solutions to overcome such delay.



 


		7.	REPORT AND CERTIFICATES



 


		7.1	Incoming Inspection Report



 


Airbus, Aircom and the Company shall sign,
before the start of the Work, an ”Incoming Inspection Report” evidencing the inspection performed on the Aircraft by
Airbus.


 


		7.2	Technical Certificates



 


		7.2.1.	Certificate of Release to Service



 


To evidence the completion of the Work and/or
Additional Work, Airbus or its designated subcontractor will hand over the signed certificate of release to service (the “CRS”)
for the Work and/or Additional Work performed by Airbus designated subcontractor on the Aircraft.


 


Airbus will not release a CRS for the Company’s
Work.


 


		7.2.2.	Certificate of Work Completion



 


Should the Company not fulfill the obligations
to provide and/or return equipment, components, accessories and parts maintained, repaired, inspected or overhauled by the Company
with an authorized release certificate (FAA 8130-3 or EASA Form 1), Airbus or its designated subcontractor, as applicable, will
hand over a signed certificate of work completion (the “CWC”).


 






    
	Aircom 09-06-2019 MSN 4353 Sat K++ Rev 01	August 14, 2019
	 	 Page 5

 


     


    

  


Aircom/Airbus shall have the right not to deliver
any of the above certificates should the Company not have complied with any airworthiness rules applicable to the performance of
the Letter Agreement and/or to the Aircraft.


 


		7.3	Certificate of acceptance



 


		·	To evidence the acceptance of the Work and Additional Work by the Company, Aircom, Airbus and the
Company shall sign a ”Certificate of Acceptance”, in the form of the Attachment 3 hereto.



 


		8.	GENERAL TERMS AND CONDITIONS OF SUPPLY



 


The Work is subject to the Aircom’s General
Terms and Condition of Supply (the “GTCS”), current as of the date hereof, except that, to the extent that any provision
of the GTCS conflicts with any term of this Letter, this Letter shall prevail.


 


If
the foregoing correctly sets forth the terms and conditions of our mutual understanding regarding the performance of the Work,
kindly indicate your agreement by signing where indicated below.


 





	Yours
    truly,	Accepted
    and agreed,








 





	For
    AIRCOM PACIFIC, Inc	 	For
    MJet GmbH	 
	 	 	 	 	 
	Name:	Louis
    Giordimaina	 	Name:	Konstantin
    Essler	 
	 	 	 	 	 
	Title:	COO	 	Title:	COO &
    AM	 
	 	 	 	 	 
	Signature:	/s/
    Louis Giordimaina	 	Signature:	/s/
    Konstantin Essler	 
	 	 	 	 	 
	Date:	10th
    June 2019	 	Date:	11th
    June, 2019	 







 






    
	Aircom 09-06-2019 MSN 4353 Sat K++ Rev 01	August 14, 2019
	 	 Page 6