Aircraft Buy/Sell Agreement
Exhibit 10.1
THIS AGREEMENT, is entered into this 11th day of February, 2016, by and between BlackPoll Fleet International, Inc, (hereinafter referred to as "Seller"), a Nevada corporation whose principal address is 000 XX 00xx Xxxxxx, Xxxxx 000, Xxxx Xxxxxxxxxx, XX and Alpha Investment and Lending Corp. (hereinafter referred to as "Buyer"), a Delaware corporation whose principal address is 0000 Xxxxxx Xxxx, Xxxxx 000-x, Xxxxxxxxxx, XX 00000.
IN WITNESS WHEREOF, in consideration of the promises, the mutual covenants contained herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties do hereby agree as follows:
1. Sale of Aircraft. Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller the following aircraft (hereinafter referred to as "Aircraft"):
Aircraft Make: Mil
Aircraft Model: 8P
Aircraft Registration Number: 4L-BPF
Aircraft Serial Number: 10313
Aircraft shall be equipped as follows:
Left Engine Serial Number: C99401194
Right Engine Serial Number: C94301205
Gear Box Serial Number: CP89111008
Seller warrants that Seller owns the Aircraft
and that ownership will be transferred to Buyer free and clear of any liens, claims, charges, or encumbrances. Upon delivery of
the Aircraft and payment of the balance of the purchase price, in accordance with this Agreement, Seller shall execute a xxxx of
sale granting ownership to the Aircraft.
2. Consideration. It is agreed that the price of the Aircraft is valued at One Million Six Hundred Twenty Two Thousand Dollars ($1,622,000.00) and is payable in cash or 2,317,143 restricted common shares of Blackpoll Fleet International, Inc. stock. Payment is due on delivery of the Aircraft. All monies paid in accordance with this Agreement will be made by cash, cashier's check, certified check, wire transfer, or equivalent.
3. Aircraft Delivery. It is agreed that the Aircraft is presently on, and Buyer will take delivery at, Mazar-a-Sharif (MZR) Airport. Payment in full, as described above, is a condition of delivery. Ownership and risk of loss or damage to the Aircraft shall pass to Buyer at the time of purchase. The Aircraft will be delivered to Buyer in its present condition.
4. Warranties. Seller makes no warranties, either express or implied, with respect to merchantability or fitness applicable to the Aircraft or any equipment applicable thereto including warranties as to the accuracy of the Aircraft's logbooks. Buyer agrees that no warranty has been expressed or implied by Seller and that Buyer has inspected the Aircraft and understands that it is being purchased "as is." Buyer hereby expressly waives any claim for incidental or consequential damages, including damages resulting in personal injury against Seller.
5. Taxes. The Buyer shall pay any sales
or use tax imposed by a state or local government, which results from the sale of the Aircraft.
6. Assignment. This Agreement may not
be transferred or assigned without written authorization signed by Seller and Buyer.
7. Notice. All notices and requests required
or authorized under this Agreement shall be given in writing by certified mail, return receipt requested. The date on which any
such notice is received by the addressee shall be deemed the date of notice.
8. Governing Law. This Agreement is a
contract executed under and to be construed under the laws of the State of Florida.
9. Waiver. Either party's failure to
enforce any provision of this Agreement against the other party shall not be construed as a waiver thereof so as to excuse the
other party from future performance of that provision or any other provision.
10. Severability. The invalidity of any
portion of the Agreement shall not affect the validity of the remaining portions thereof.
11. Paragraph Headings. The headings to the paragraphs to this Agreement are solely for convenience and have no substantive effect on the Agreement nor are they to aid in the interpretation of the Agreement.
12. Entire Agreement. This Agreement constitutes the entire Agreement between the parties. No statements, promises, or inducements made by any party to this Agreement, or any agent or employees of either party, which are not contained in this written contract shall be valid or binding. This Agreement may not be enlarged, modified, or altered except in writing signed by the parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.
| /s/ Xxxxxx Xxxxxxxx | /s/ Xxxxx Xxxxxx | |
| XXXXXX XXXXXXXX | XXXXX XXXXXX | |
| PRESIDENT | C.E.O. | |
| ALPHA INVESTMENT AND LENDING CORP. | BLACKPOLL FLEET INTERNATIONAL, INC. |
