Exhibit 10.1
ASSET PURCHASE AGREEMENT
Between
FREIGHT FEEDER AIRCRAFT CORPORATION
and
UTILICRAFT AEROSPACE INDUSTRIES, INC.
This ASSET PURCHASE AGREEMENT ("Agreement") is entered into as of December
12, 2007 ("Effective Date"), by and between Freight Feeder Aircraft Corporation,
a Wyoming Corporation ("FFAC"), and Utilicraft Aerospace Industries, Inc., a
Nevada Corporation ("UITA").
1. Sale of business assets.
(a) Sale. On the terms and subject to the conditions set forth herein,
UITA shall sell, convey, transfer, assign, and deliver to FFAC, and FFAC shall
purchase, acquire and accept, as provided for and subject to the limitations set
forth herein, (i) the Utilicraft Freight Feeder Aircraft (and all derivatives)
Rights Technology, Intellectual Property, Contracts, Copyrights, Trademarks and
Patents , including but not limited to all related hardware, engineering
software, and engineering data, mockups and tooling, (ii) all related technology
and intellectual, including but not limited to all related hardware, software,
data, related to the ETA and AFRS Patents, and (iii) equipment and furniture, as
set forth on or as provided for in Exhibit A (Asset List), all as they exist
upon the consummation of closing (collectively, the "Assets"). With respect to
any UITA assets, contracts, agreements, properties, business, intellectual
property, copyrights, patents, trademarks that would be included in (i), (ii),
or (iii) set forth above, that UITA obtains after the Effective Date, within 10
days of entering into or otherwise obtaining such assets, contracts, agreements,
properties, business, intellectual property, copyrights, patents, trademarks,
UITA shall provide written notice thereof to FFAC, which notice shall be
accompanied by a complete and correct copy of the assets, contracts, agreements,
properties, business, intellectual property, copyrights, patents, trademarks,
including but not limited to all related hardware, engineering software and
engineering data, mockups and tooling; FFAC shall have 30 days after receipt of
all of the foregoing from UITA to accept or reject the assignment of such
assets, contracts, agreements, properties, business, intellectual property,
copyrights, patents, or trademarks. UITA owns outright and has good and
marketable title to all the assets and properties listed in Exhibit A.
UITA must reveal to and notify FFAC, in writing, of all contracts,
agreements, memoranda of agreements and other business arrangements that UITA
has entered into related to the Utilicraft Freight Feeder Aircraft. These
contracts, agreements, memoranda of agreements and other business arrangements
with Vendors and Sub-Contractors are listed on Exhibit A listing the assets of
UITA to be transferred to FFAC and such contracts, agreements, memoranda of
agreements and other business arrangements are fully assignable to FFAC as
written without the need of any consents or approvals.
(b) Assumption of liabilities. Except for those debts, obligations,
contracts, agreements, leases and liabilities listed on on Exhibit B (including
specifically all tax and deferred compensation obligations, loans and advances
made by shareholders and officers to UITA, trade debt, amounts due for
engineering and third-party aircraft developers), FFAC shall not now and/or in
the future assume, pay, perform, or discharge any debts, obligations, contracts,
agreements, leases and liabilities of UITA of any kind, character, or
description, whether accrued, absolute, contingent, or otherwise (regardless of
whether reflected or reserved against on UITA's balance sheets, books of
account, and records); UITA agrees to fully pay or otherwise satisfy when due,
and to indemnify, hold harmless and defend FFAC from and against, all claims,
debts, liabilities, obligations, duties, defense costs (including reasonable
attorneys' fees), judgments and other expenses arising out of those debts,
obligations, contracts, agreements, leases and/or liabilities of UITA not
specifically assumed by FFAC under this Agreement.
(c) Assurance. UITA warrants and represents that FFAC shall not be
subjected to any liability to any third party as the result of this Agreement,
except as otherwise provided in Section 1(c) with respect to debts, obligations
and liabilities being assumed at Closing by FFAC and set forth on Exhibit B.
(d) Conveyances. The sale, conveyance, transfer, assignment, and
delivery of the Assets shall be effected by deeds, bills, of sale, endorsements,
assignments, drafts, checks, and other instruments of transfer and conveyance,
in form and substance acceptable to FFAC (collectively, the "Closing Documents",
which shall be executed and delivered by UITA at closing.
(e) Additional documents. UITA shall, at any one or more times after
the Closing Date, upon FFAC's request, execute, acknowledge, and deliver all
further deeds, assignments, transfers, conveyances, powers of attorney, and
assurances, and do all other acts and things, that are required or appropriate
to assign, transfer, grant, convey, assure, and confirm to FFAC, or to its
successors and assigns, or to aid and assist in collecting and reducing to
possession, any of or all the Assets to FFAC, and/or any of or all the
obligations of UITA to be assigned to, and assumed, paid, performed, and/or
discharged by FFAC pursuant to this Agreement.
2. Composition of purchase price. On the terms and subject to the
conditions herein set forth, FFAC shall issue and deliver to UITA on the Closing
Date:
(a) Common stock. At closing, FFAC will issue to UITA an aggregate of
fifteen million two hundred fifty thousand (15,250,000) restricted shares (the
"Shares") of FFAC common stock (representing approximately 25% of the initial
capitalization), with a par value of $.0001 per share (the "Common Stock"), all
of which Shares shall be registered in the name of Utilicraft Aerospace
Industries, Inc. With respect to said Shares, (i) at closing a stock certificate
representing fifteen million two hundred fifty thousand (15,250,000) restricted
shares of Common Stock will be delivered by FFAC to UITA.
(b) Warrants. Subject to the provisions of this Section, FFAC will
issue to UITA a warrant for 30,500,000 restricted shares of FFAC's Common Stock,
with a strike price of US$1.00 per share of Common Stock and a term of 5 (five)
years from first-flight, which warrant shall be in the form attached hereto as
Exhibit C (the "Warrant").
(c) Royalty. Subject to the provisions of this Section, FFAC agrees to
pay UITA a 1% Royalty of the Gross Aircraft Sales recorded by FFAC in accordance
with generally accepted accounting principals, less profit, commissions,
royalties and xxxx-up on Freight Feeder Aircraft number 51 to Aircraft number
2051 sold by FFAC. The Royalties due to UITA shall be paid by FFAC on collected
receipts from Freight Feeder Aircraft sales by the fifteenth day (15th)
following the end of each quarter that collections are made on delivered Freight
Feeder Aircraft.
(d) Public Company Assistance. FFAC agrees to assist UITA with its
public company filing requirements, in order to keep UITA's public company
status intact until the later of first flight of the Freight Feeder Aircraft, or
two years from the date of this Agreement.
(e) Restrictions and Rights. The following provisions shall apply to
the FFAC Shares and the Warrant (as defined below):
(1) The Shares are not, and if and when issued neither (i) the Warrant and
any securities issued upon exercise of the Warrant will be, registered under the
Securities Act of 1933, as amended ("Securities Act"), or under any state "blue
sky" laws (collectively, "State Acts"). The Shares are, and if and when issued
(i) the Warrant and any securities issued upon exercise of the Warrant will be,
"restricted securities," as that term is defined in U.S. Securities and Exchange
Commission ("SEC") Rule 144, and may not be sold, assigned, transferred or
otherwise disposed of unless registered under the Securities Act and all
applicable State Acts or unless exemptions from such registration requirements
are available for such transaction.
(2) The certificate or certificates evidencing the FFAC Shares to be
delivered to Utilicraft Aerospace, or, if and when issued, evidencing (i) the
Warrant and any securities issued upon exercise of the Warrant will bear a
restrictive legend substantially in the following form as long as applicable:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW. THESE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION
OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE
TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT COVERING THESE
SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION
OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY THAT REGISTRATION
OF THESE SECURITIES IS NOT REQUIRED UNDER THE ACT OR UNDER APPLICABLE STATE
SECURITIES LAWS."
(3) (i) If, at any time after the first anniversary of the Closing Date,
FFAC files a registration statement under the Securities Act for purposes of a
public offering of securities of the FFAC for its own account, it shall notify
UITA in writing (the "Company Notice"). UITA shall have the right (the
"Piggyback Right"), subject to the limitations set forth in this Section, to
include in any such registration statement a maximum of ten percent (10%) of its
FFAC Shares. In order to exercise the Piggyback Right, UITA shall give written
notice to FFAC (the "Piggyback Notice") no later than fifteen (15) days
following the date on which the FFAC gives the Company Notice. The Piggyback
Notice shall set forth the number of FFAC' Shares that UITA desires to include
in the registration statement. All expenses of any such registration will be
paid by the FFAC.
(ii) If the registration statement under which FFAC gives a notice
under this Section is for an underwritten offering, FFAC shall so advise UITA in
the Company Notice. In such event, the right of any of UITA's FFAC shares to be
included in a registration pursuant to this Section shall be conditioned upon
UITA's participation in such underwritten offering and the inclusion of UITA's
FFAC' Shares participation in such underwritten offering provided herein. All
holders of FFAC' Shares proposing to distribute their shares by means of such
underwritten offering (including without limitation UITA) shall enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting by FFAC. Notwithstanding any other provision of
this Agreement, if the underwriter determines in good faith that marketing or
other factors require a limitation of the number of shares to be underwritten,
the number of shares that may be included in the underwriting shall be
allocated, first, to FFAC; second, if and to the extent permitted by the
underwriter, to UITA with respect to the FFAC' Shares; and third, if and to the
extent permitted by the underwrite, to any other stockholder of FFAC (i.e.,
other than UITA) on a pro rata basis. No such reduction shall reduce the
securities being offered by FFAC for its own account to be included in the
registration and underwriting. If UITA disapproves of the terms of any such
underwriting, UITA may elect to withdraw therefrom by written notice to FFAC and
the underwriter, delivered at least twenty (20) business days prior to the
effective date of the registration statement.
(iii) FFAC shall have the right to terminate or withdraw any
registration initiated by it under this Section prior to the effectiveness of
such registration whether or not UITA has elected to include securities in such
registration.
(4) With a view to making available to UITA the benefits of SEC Rule 144
and any other rule or regulation of the SEC that may at any time permit UITA to
sell securities of FFAC to the public without registration, FFAC agrees to use
reasonable efforts, after the first anniversary of Closing Date and so long as
UITA owns any FFAC's Shares, to: (i) make and keep available adequate current
public information with respect to FFAC, as those terms are understood and
defined in SEC Rule 144; (ii) to file with the SEC in a timely manner all
reports and other documents required of FFAC under the Securities Exchange Act
of 1934, as amended (the "Exchange Act") (at any time after FFAC has become
subject to such reporting requirements); and (iii) furnish to UITA forthwith
upon request (A) to the extent accurate, a written statement by the Company that
it has complied with the reporting requirements of SEC Rule 144, the Securities
Act, and the Exchange Act, or that it qualifies as a registrant whose securities
may be resold pursuant to Form S-3 (at any time after FFAC so qualifies); and
(B) to the extent accurate, a copy of the most recent annual or quarterly report
of FFAC and such other reports and documents so filed by FFAC.
(e) Excluded property. FFAC shall not acquire, and UITA shall retain,
all assets and property of UITA which are not assigned to FFAC pursuant to this
Agreement.
(f) Transfer of Lease Interests. UITA covenants and agrees that it
will transfer to FFAC, for no additional consideration, any lease or leasehold
interest in the properties it has in its possession now (referred to in Exhibit
B.) With respect to all leases and leasehold interests currently held by UITA
(referred to in Exhibit B), FFAC shall furnish an estoppel certificate from each
lessor under such leases, whereby the lessors will verify that each of the
leases is not in default and is in full force and effect as of the date of
closing. Such estoppel certificate shall contain a provision whereby the lessor
consents to the transfer. With respect to all leases and leasehold interests
currently held by UITA (referred to in Exhibit B), FFAC will accept or reject
such assignment at closing. With respect to all leases and leasehold interests
that UITA obtains after the Effective Date, within 10 days of entering into or
otherwise obtaining such lease or leasehold interest, UITA shall provide written
notice thereof to FFAC, which notice shall be accompanied by a complete and
correct copy of the applicable lease and any other documents and agreements
related thereto, along with an estoppel certificate as described above in this
Section 2(f) from the applicable lessor; FFAC shall have 30 days after receipt
of all of the foregoing from UITA to accept or reject the assignment of such new
lease or leasehold interest.
(g) FFAC 's account. From and after the Effective Date, all operations
relating to UITA's Assets to be conveyed to FFAC shall be for the account, and
shall accrue to the benefit, of FFAC.
3. Representations and warranties of UITA. UITA hereby represents and
warrants to FFAC as follows:
(a) Duly organized. UITA is a corporation duly organized and validly
existing in good standing under the laws of the state of Nevada, and is entitled
to own or lease its properties and to carry on its business as and in the places
where such properties are now owned, leased, or operated and such business is
now conducted.
(b) Subsidiary corporations. UITA has no subsidiary corporations.
(c) Leases. Exhibit B includes a list and brief description of all
material leases and agreements under which UITA leases, holds, and operates real
property or significant items of personal property. All such leases and
agreements are assignable except as stated therein, and no material adverse
claim against, or defect in, the interest purportedly leased or given under or
by any such instrument exists. UITA is not in default with respect to any
instrument on such list.
(d) Intangible property. Exhibit D is a list of all material United
States patents, patent applications, and trademarks owned by or registered in
the name of UITA or in which UITA has any rights, and in each case a brief
description of the nature of such rights. UITA is not a licensor in respect of
any United States patents, trademarks, trade names, and applications therefor,
except as stated in such list.
(e) Insurance. Exhibit E contains a brief description of all material
policies of fire, liability, and other forms of insurance held by UITA.
(f) Authorization. UITA's Board of Directors has approved this
Agreement and the transactions contemplated herein, and have authorized the
execution and delivery of this Agreement by UITA. This Agreement and the
transactions contemplated herein, including the conveyance, assignment,
transfer, and delivery of the Assets of UITA, have been consented to in writing
by UITA shareholders of record entitled to vote thereon and owning a majority
the outstanding and issued shares of UITA. This Agreement and the transactions
contemplated herein have been authorized and approved by all necessary corporate
action of UITA.
This Agreement constitutes the legal, valid and binding obligation of UITA,
enforceable against UITA in accordance with its terms. When executed and
delivered by UITA, the Closing Documents will constitute the legal, valid and
binding obligations of UITA, enforceable against UITA in accordance with their
respective terms.
(g) UITA has the Legal right, power, authority and ability to execute
and deliver this Agreement and the Closing Documents and to perform its
obligations thereunder, including without limitation to transfer all of the UITA
Assets to FFAC. UITA hereby certifies that its intellectual property, patents,
copyrights, and trademarks do not and will not infringe upon or misappropriate
any intellectual property, copyright, patent, right of publicity or privacy
(including but not limited to defamation), trade secret, trademark, or other
proprietary rights of any third party. In addition, UITA hereby certifies that
none of its Assets are subject to any lien or encumbrance by any third party.
UITA also certifies that the Contracts referenced herein are in good standing
and that UITA is in full performance and compliance with said Contracts and said
Contracts are not subject to any right, setoff or encumbrance by any third
party.
(h) UITA's performance of this Agreement will not conflict with any
other contract or other agreement to which UITA is a party or otherwise bound.
(i) UITA warrants that none of the Assets are subject to any lien or
encumbrance of any kind in favor of any lender or other person.
(j) UITA agrees to indemnify, hold harmless and defend FFAC from and
against all claims, defense costs (including reasonable attorneys' fees),
judgments and other expenses arising out of the breach of any provisions of this
Agreement by UITA.
(k) UITA is acquiring the Shares and the Warrant for its own account
and will not sell, assign, transfer, or otherwise dispose of any of the Shares,
the Warrant (or any securities issued upon exercise of the Warrant)
(collectively, the "FFAC Securities"), or any interest in any of the FFAC
Securities, without registration under the Securities Act, and all applicable
State Acts, except in a transaction which is exempt from such registration
requirements. UITA has no existing plan or proposal to, and UITA has not and
will not within the one-year period following the Closing Date, distribute or
adopt a plan or proposal to distribute any or all of the FFAC Securities to its
shareholders and/or other persons, whether in connection with a dissolution of
UITA or otherwise, without the prior written consent of FFAC or unless such FFAC
Securities have been registered under the Securities Act and all applicable
State Acts.
UITA has, based on the vote of its shareholders owning approximately
62.53% its issued and outstanding shares of common stock after evaluating the
merits and risk of an investment in the FFAC Securities as being in the best
interest of UITA) made the decision to enter into this Asset Acquisition with
FFAC. In addition, UITA is aware and acknowledges that there can be no assurance
of the future viability or profitability of FFAC, nor can there be any assurance
relating to the current or future value of the FFAC Common Stock or any of the
other FFAC Securities.
4. Representations and warranties of FFAC. FFAC represents and warrants to
Utilicraft Aerospace as follows:
(a) Duly organized. FFAC is a corporation duly organized and validly
existing in good standing under the laws of Wyoming, and is entitled to own or
lease its properties and to carry on its business as and in the places where
such properties are now owned, leased, or operated and such business is now
conducted.
(b) Securities. The Shares, when issued and delivered as provided
herein, will FFAC's duly authorized, validly issued and outstanding, fully paid
and non-assessable shares of FFAC Common Stock. The Warrants, if and when issued
and delivered as provided herein, will be FFAC's duly authorized, validly issued
and outstanding, warrants, and if and when any securities are issued upon any
exercise of the Warrants, such securities will be the duly authorized, validly
issued and outstanding, fully paid and non-assessable securities of FFAC.
(c) Authorization. FFAC' Board of Directors has approved this and
authorized this Agreement.
5. No assumption of liabilities by FFAC
(a) Except as otherwise provided in Section 1(c), UITA acknowledges
that FFAC is acquiring UITA's Assets hereunder without any assumption of UITA's
liabilities, except those listed on Exhibit B.
(b) UITA represents that it has disclosed all its debts, liabilities
and obligations to FFAC and that UITA has no undisclosed liabilities.
(d) UITA has paid or will pay or fully provide for all United States
and state income and other taxes which relate to the conduct of its business
through the Closing Date, except those listed on Exhibit B to be assumed by
FFAC. UITA represents that there is no pending tax claim or dispute on taxes
which might result in a lien against UITA's Assets.
(e) Bulk sales law. The parties hereby waive UITA's compliance with
the provisions of any applicable bulk sales laws. UITA shall hold and save FFAC
harmless against any loss, damage or expense, including reasonable attorneys'
fees and court costs, incurred by FFAC as a result of or attributable to the
parties' failure to comply with such provisions.
(f) Division of taxation notice. UITA shall cooperate with FFAC and
give all required information to FFAC and the Internal Revenue Service as
required by the Internal Revenue Code, and shall timely complete and execute
such tax returns, forms, notices and/or reports as may be required in connection
with the foregoing.
(g) Licensing. UITA will comply with all United States laws regarding
licensing and import/export restrictions of technology.
6. Excepted transactions. None.
7. Access to records. (a) Available material. Before the Closing Date, each
party's officers and accredited representatives shall each have full access to
the other party's plants, properties, books, accounts, and records of every
kind, including, without limitation, the other party's monthly balance sheets
and income and operating statements, and each will furnish the other with all
additional financial and operating data and other information as to its business
and properties that is from time to time reasonably requested. Each party shall
authorize and direct its respective independent auditors to make available to
the other party before the Closing Date any information, including access to
work papers, requested by such party. Before Closing Date, each party may also
have representatives present at the taking of inventories by the other.
(b) Unavailable material. None.
(c) Confidentiality. FFAC and UITA mutually acknowledge that, pursuant
to their respective rights to inspect the other's plants, properties, books,
accounts and records, as provided in this Agreement, they may become privy to
the other's Confidential Information, and that communication of such
Confidential Information to third parties (whether such communication is
authorized by FFAC or UITA respectively or otherwise), or the unauthorized use
of one party's Confidential Information by the other party, could damage the
other's business after the transaction is completed. FFAC and UITA therefore
mutually agree to take reasonable steps to insure that such Confidential
Information about the other, obtained by FFAC or UITA respectively, or any of
their respective employees, officers, agents, attorneys, or other accredited
representatives, shall remain confidential, shall not be used by them except as
authorized by this Agreement, and not be disclosed or revealed to third parties;
provided, however, that it is agreed that FFAC may use and disclose any
Confidential Information of UITA that is included among the Assets acquired by
FFAC pursuant to this Agreement. "Confidential Information" includes information
not ordinarily known by noncompany personnel, including customer lists, supplier
lists, trade secrets, channels of distribution, pricing policy and records,
inventory records, and all other information normally understood to be
confidential or otherwise designated as such by UITA or FFAC respectively.
8. (a) Closing date. The closing under this Agreement shall take place at
10:00AM , Central Standard Time, on December 12, 2007, or such other date as
shall be mutually agreed upon by FFAC and UITA (the "Closing Date").
(b) Payment. All payments required to be made under this Agreement
shall be made in the time period prescribed in this Agreement. All stock to be
issued to UITA shall be issued on the applicable dates set forth herein or as
soon thereafter as possible.
(c) All Assets shall be transferred to FFAC on the Closing Date of
this transaction or, with respect to Assets which may arise after the Closing
Date, at such future date as set forth herein.
9. Approval of FFAC's Board of Directors. FFAC had previously called a
meeting of its Board of Directors at which time the Board of Directors of FFAC
approved this Agreement and its execution, delivery, and performance by FFAC.
10. Reserved
11. Survival of representations and warranties. UITA's representations and
warranties made in this Agreement shall survive for a period of 24 months after
the Closing Date, except for the representation and warranty contained in
Sections 1(c), 1(d), 5 and 14 (relating, in general, to UITA's debts,
liabilities and obligations not being assumed by FFAC), which shall continue to
survive until all debts, liabilities and obligations are satisfied in full by
UITA and all applicable preference periods have expired. Except as set forth in
this Agreement, FFAC's representations and warranties made in this Agreement
shall not survive the Closing Date, and FFAC shall not have any subsequent
liability with regard thereto.
12. Consent of third party. (a) Assignments. To the extent that the
assignment of any contract, license, lease, commitment, sales order, purchase
order or any other Asset to be assigned to FFAC requires the consent of a third
party, this Agreement shall not constitute an agreement to assign the same if an
attempted assignment would constitute a breach thereof. UITA will diligently
pursue and use its best efforts to obtain any required consent of the third
parties to the assignment to FFAC of any such contracts, licenses, leases,
commitments, sales orders, purchase orders or other Assets of UITA. If such
consent is not obtained prior to the Closing Date, UITA will cooperate with FFAC
in any reasonable arrangement designed to provide for FFAC the benefits under
any such contracts, licenses, leases, commitments, sales orders, purchase orders
or other Asset, including enforcement, at the cost and for the benefit of FFAC,
of all UITA's rights against the third party arising out of a breach or
cancellation by such third party or otherwise.
(b) Accounts receivable. FFAC may collect for its account all UITA
receivables and other items that are transferred to FFAC, and may endorse UITA's
name on all checks received on account of such items. UITA shall deliver to FFAC
all cash or other property UITA receives for such items.
13. Fees and expenses. Each party shall pay their own fees and expenses
incurred in preparing this Agreement, carrying it into effect, and consummating
the transactions contemplated hereby.
14. Waiver of compliance with bulk sale requirements. FFAC waives UITA's
compliance provisions with the provisions of the bulk sales law as enacted in
any applicable jurisdiction. UITA, however, shall indemnify and hold FFAC
harmless from all debts, liabilities and obligations of UITA which are not
assumed by FFAC under this Agreement, and from any and all liabilities resulting
from noncompliance with the bulk sales law, including, but not limited to, all
costs and expenses incurred in connection with the defense or settlement of any
such liability or obligation (including without limitation reasonable attorneys
fees).
15. (a) Assignment of agreement. This Agreement shall not be assignable by
either party except with the other's written consent, which shall not be
unreasonably withheld, conditioned or delayed.
(b) Third parties. Nothing in this Agreement, expressed or implied, is
intended to confer upon any person, other than the parties hereto and their
successors and permitted assigns, any rights or remedies under or by reason of
this Agreement.
16. Brokerage. Each party represents and warrants to the other that there
are no rights to or claims for brokerage commissions or finders' fees in
connection with the transactions contemplated by this agreement, insofar as such
rights or claims are alleged to be based on arrangements or agreements made by
it or on its behalf, and each of the parties agrees to indemnify the other
against and hold it harmless from all liabilities arising from any such right or
claim (including, without limitation, cost of counsel fees in connection
therewith).
17. Notices. All notices and other communications ("Notices') to be given
hereunder by either party to the other shall be in writing and delivered
personally or sent by registered or certified mail, postage prepaid,
if to FFAC, addressed to:
Xxxxx Xxxxxxx, Director
Freight Feeder Aircraft Corporation
00 Xxxxxxx Xxxxxxx
Xxxxxxx, XX 00000
And if to UITA:
Xxxx X. Xxxxxx, Chief Executive Officer
Utilicraft Aerospace Industries, Inc.
0000 Xxxx Xxx Xxxxxx
Xxxxxxxxxxx, Xxx Xxxxxx 00000
The address for delivery of Notices may be changed by any party upon
furnishing to the other the new address for Notices in accordance with the
provisions of this paragraph.
18. Entire agreement. This Agreement, and the Closing Documents, contains
the entire agreement between the parties with respect to the transactions
contemplated herein, and is intended by the parties to be an integration of all
of the promises, agreements, conditions, understandings, warranties,
representations and covenants between the parties hereto with respect to the
subject matter hereof All Exhibits referred to in this Agreement and attached
hereto are hereby incorporated herein by reference. Each party has caused to be
included herein all representations and warranties that it considers material
for the purposes of the transactions contemplated hereby, based upon
investigations which each of them has made of the other's business and affairs.
The representations and warranties contained herein constitute all the
representations and warranties upon which the parties have relied. Nothing
contained in this Agreement, any Closing Document, nor any of the exhibits
referred to herein or any other instrument or document furnished by either party
to the other after the Closing Date in relation to this transaction, contains or
will contain any untrue statement of any material fact or omits or will omit to
state any material fact required to be stated in order to make such statement,
document, or other instrument not misleading.
19. Execution. This Agreement is being executed and delivered by the
parties as of the Effective Date.
20. Governing law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Wyoming, without giving effect
to the principles of choice of law or conflicts of law.
21. Severability of provisions. The invalidity or unenforceability of any
term, phrase, clause, paragraph, restriction, covenant, agreement or other
provision hereof shall in no way affect the validity or enforcement of any other
provision, or any part thereof.
22. Headings. The captions and titles in this Agreement are for convenience
and reference only, and shall not be used to define, limit, or otherwise
construe its teams and provisions.
23. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
24. Actions necessary to complete transaction. Each party hereby agrees to
execute and deliver all such other documents or instruments and to take any
action that is reasonably required to effectuate the transactions contemplated
by this Agreement.
25. Non-waiver. No delay or failure by either party to exercise any right
hereunder, and no partial or single exercise of any such right, shall constitute
a waiver of that or any other right, or release the other party from any claims
arising out of or connected with this Agreement, unless otherwise expressly
provided herein..
26. Binding effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns.
27. Time of essence. Time is of the essence of this Agreement.
In witness whereof the parties have caused this Agreement to be duly executed by
their respective officers.
FREIGHT FEEDER AIRCRAFT CORPORATION UTILICRAFT AEROSPACE INDUSTRIES, INC.
By____________________________ By__________________________
L. Xxxxx Xxxxxxx, Director Xxxx X. Xxxxxx, Chairman
President-Chief Executive Officer
Exhibits: A. Asset List
B. Debts, Obligations, Contracts, Agreements, Leases,
Liabilities
C. Warrant Form
D. List of All Material United States Patents, Patent
Applications and Trademarks E. Insurance
EXHIBT A
List of All Utilicraft Aerospace Industries, Inc.
Fixed Assets
Vendor and Subcontract Agreements, Memoranda of Agreements,
Business Arrangements and Work-In-Progress
To Be Transferred to FFAC
All Mock-ups of Freight Feeder
All LD3's
All Prototype Work-In-Progress, related hardware and tooling
All Vendor and Subcontractor engineering software and engineering data
All Vendor And Subcontractor Agreements, Memoranda of Agreements, Business
Arrangements
All Intellectual Property, including Patents listed on Exhibit D
All Furniture and fixtures
All Computers
All Equipment
All Trade Show Displays and Equipment
All Rights to Technology
All Copyrights
Funding Agreement with CapNet Securities Corporation
EXHIBIT B
Utilicraft Aerospace Industries, Inc.
Debts, Obligations, Contracts, Agreements, Leases, Liabilities
Assumed by Freight Feeders Aircraft Corporation
--------------------------------------------------------------------------------
Flight Technology $ 60,530.00
--------------------------------------------------------------------------------
International Management and Marketing Group 72,050.59
--------------------------------------------------------------------------------
Jeppesen Xxxxxxxxx 759.00
--------------------------------------------------------------------------------
The Hall Group 3,000.00
--------------------------------------------------------------------------------
Plaza II Executive Center 3,800.00
--------------------------------------------------------------------------------
Signature Stock Transfer 350.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Personal Loan from Xxxx X. Xxxxxx 411,068.92
--------------------------------------------------------------------------------
Accrued Interest Payable on Xxxx X. Xxxxxx Loan 66,000.39
--------------------------------------------------------------------------------
Accrued Aircraft Rent --- Xxxx X. Xxxxxx 72,500.00
--------------------------------------------------------------------------------
Note Payalbe to AMI 142,894.26
--------------------------------------------------------------------------------
Advances from Shareholders 334,500.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Accrued Salaries Payable
--------------------------------------------------------------------------------
Xxxxx Xxxxx 25,000.05
--------------------------------------------------------------------------------
Xxxx XxxXxxxxxxxxxx 5,288.14
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Deferred Compensation
--------------------------------------------------------------------------------
Xxxx X. Xxxxxx 616,064.00
--------------------------------------------------------------------------------
Xxxxx Xxxxxx 224,867.32
--------------------------------------------------------------------------------
Xxxxx Xxxxxxx 64,599.85
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Accrued Payroll Expense -- Penalties and Interest 72,840.00
--------------------------------------------------------------------------------
Accrued Federal Unemployment Taxes 1,147.69
--------------------------------------------------------------------------------
Accrued Federal Withholding Taxes 214,151.20
--------------------------------------------------------------------------------
Accrued Federal FICA/MCARE Taxes 208,802.91
--------------------------------------------------------------------------------
Accrued Georgia Unemployment Taxes 1,542.75
--------------------------------------------------------------------------------
Accrued Georgia Withholding Taxes 32,547.27
--------------------------------------------------------------------------------
Accrued New Mexico Withholding Taxes 7,603.51
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Customer Deposits 30,000.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Deferred Rent Obligation -- City of Albuquerque 84,000.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
TOTAL UITA LIABILITIES ASSUMED BY FREIGHT FEEDER AIRCRAFT CORP $ 2,755,907.85
--------------------------------------------------------------------------------
Lease with City of Albuquerque for Land use
Lease with City of Albuquerque for Hangar space
Lease with Plaza II Executive Center in Santa Fe for office space Lease with JD
Aero, LLC for Aircraft
EXHIBIT C
Warrant Agreement Form
--------------------------------------------------------------------------------
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS. THIS WARRANT AND
SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF UNLESS AND UNTIL
(1) REGISTERED UNDER THE ACT AND SUCH STATE SECURITIES LAWS OR (2) THE
COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER SATISFACTORY TO
THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
--------------------------------------------------------------------------------
Warrant No. FFAC-UITA-121207 Issue Date: December __, 2007
FREIGHT FEEDER AIRCRAFT CORPORATION
Warrant to Purchase 30,500,000 Shares of Common Stock
FOR VALUE RECEIVED, FREIGHT FEEDER AIRCRAFT CORPORATION, a Wyoming
corporation (the "Company"), hereby issues to Utilicraft Aerospace Industries,
Inc. or permitted and registered transferee (the "Holder") the right to purchase
from the Company Thirty Million Five Hundred Thousand (30,500,000) shares of
fully paid and non-assessable Common stock, par value $0.0001 per share ("Common
Stock") of the Company (the "Shares"), at a purchase price per Share of One
Dollars ($1.00) (the "Warrant Price"). The number of Shares and the Warrant
Price shall be subject to adjustment from time to time pursuant to the terms and
conditions hereof.
1 Term.
-----
Subject to the terms and conditions set forth below, this Warrant shall be
exercisable in whole or in part at any time and from time to time on and after
the date hereof and on or before the Expiration Date (as defined in Section 2.4
hereof), and shall be void thereafter.
2 Exercise of Warrant.
--------------------
.1 Mechanics of Exercise. The Holder may exercise this Warrant in whole or
in part by surrendering this Warrant, a duly executed Notice of Exercise in
substantially the form attached hereto as Exhibit A and the Investment
Representation Statement in the form annexed hereto as Exhibit B at the
principal executive offices of the Company. The Holder shall also deliver to the
Company simultaneously with the Holder's Notice of Exercise and Investment
Representation Statement payment of the aggregate Warrant Price for the Shares
being purchased. The consideration for the exercise of this Warrant may be in
the form of a bank, cashier's or certified check payable to the order of the
Company, or by wire transfer to an account designated in writing by the Company.
In the event that the Holder elects to exercise less than the full number of
Shares recorded above, the Company will execute and deliver to the Holder a
Warrant of like tenor in the number of Shares granted by the Company (as
recorded above) less the number of Shares exercised.
.2 When Exercise Effective. The exercise of this Warrant shall be deemed to
have been effective for the Holder immediately prior to the close of business on
the business day on which this Warrant is surrendered to the Company as provided
in Section .1, and at such time the person or persons in whose name or names any
certificate or certificates for Shares shall be issuable upon such exercise as
provided in Section 2.3 shall be deemed to have become the holder or holders of
record thereof.
.3 Delivery of Stock Certificates, Etc. As soon as practicable after the
surrender of this Warrant, the Company will cause to be issued in the name of,
and delivered to, the Holder a certificate or certificates for the number of
fully paid and non-assessable Shares which the Holder has purchased.
.4 Expiration Date. This Warrant shall expire on the earliest of (i) the
fifth anniversary after the date that the Company achieves first-flight, and
(ii) the closing of the acquisition of the Company by another entity by means of
merger, consolidation or other transaction or series of related transactions,
resulting in the exchange of the outstanding shares of the Company's capital
stock that the stockholders of the Company prior to such transaction own,
directly or indirectly, less than fifty percent (50%) of the voting power of the
surviving entity (the earliest such date is referred to herein as the
"Expiration Date").
3 Adjustments.
------------
.1 Subdivisions, Combinations and Other Issuances. If the Company shall at
any time prior to the Expiration Date subdivide its Common Stock, by stock split
or otherwise, or combine its Common Stock, or issue additional shares of its
Common Stock as a dividend with respect to any shares of its Common Stock, the
number of Shares issued upon the exercise of this Warrant shall forthwith be
proportionately increased in the case of a subdivision or stock dividend, or
proportionately decreased in the case of a combination. Appropriate adjustments
shall also be made to the Warrant Price, but the aggregate Warrant Price shall
remain the same. Any adjustment under this Section .1 shall become effective at
the close of business on the date the subdivision or combination becomes
effective, or as of the record date of such dividend, or in the event that no
record date is fixed, upon the making of such dividend.
.2 Adjustment for Reorganization, Consolidation, and Merger. In case of any
reclassification, reorganization or change of the Common Stock of the Company
(other than as a result of a subdivision, combination or stock dividend provided
for in Section .1), then, as a condition to such reclassification,
reorganization or change, provision shall be made so that the Holder shall have
the right to purchase prior to the Expiration Date at an aggregate price equal
to the aggregate Warrant Price, the kind and amount of shares of stock and other
securities and property receivable in connection with such reclassification,
reorganization or change by a holder of the same number of shares of Common
Stock as were purchasable by the Holder immediately prior to such
reclassification, reorganization or change. In each such case, the terms of this
Warrant shall be applicable to the shares of stock or other securities or
property receivable upon the exercise of this Warrant after such consummation.
4 Transferability of Warrant.
---------------------------
.1 Transferability Generally. Subject to the provisions of this Section 4,
the Holder may transfer all or part of this Warrant or the Shares issuable upon
exercise of this Warrant to a third party who is not a competitor of the Company
by giving the Company advance notice of the portion of this Warrant or the
Shares being transferred setting forth the name, address and taxpayer
identification number of the transferee and surrendering this Warrant to the
Company for reissuance to the transferee(s) (and the Holder, if applicable),
together with a completed Form of Assignment, in the form attached hereto as
Exhibit C. Notwithstanding the foregoing, neither this Warrant nor the Shares
may be transferred or assigned in whole or in part without compliance with
applicable federal and state securities laws by the transferor and the
transferee (including, without limitation, the delivery of investment
representation letters and legal opinions reasonably satisfactory to the
Company). The terms and conditions of this Warrant shall inure to the benefit
of, and be binding upon, the Company and the Holder and each subsequent Holder
hereof and their respective successors and assigns.
.2 Ownership. Until this Warrant is transferred on the books of the Company
(with the Company's consent), the Company may treat the person in whose name
this Warrant is issued as the absolute owner hereof for all purposes,
notwithstanding any notice to the contrary.
5 Market Stand Off Agreement.
---------------------------
The Holder hereby agrees that if so requested by the Company or any
representative of the underwriters (the "Managing Underwriter") in connection
with any registration of the offering of any securities of the Company under the
Securities Act of 1933, as amended (the "Securities Act"), the Holder shall not,
during the 180-day period (or such longer period as may be requested in writing
by the Managing Underwriter and agreed to in writing by the Company) (the
"Market Standoff Period") following the effective date of a registration
statement of the Company filed under the Securities Act, offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, lend or
otherwise transfer or dispose of any Shares or other securities of the Company,
or enter into any swap or other arrangement that transfers to another, in whole
or in part, any of the economic consequences of ownership of the Shares or other
securities of the Company, whether any such previously described transaction is
to be settled by delivery of the Shares or other securities, in cash or
otherwise; provided, however, that the foregoing such restriction shall apply
only to the first registration statement of the Company to become effective
under the Securities Act that includes securities to be sold on behalf of the
Company to the public in an underwritten public offering under the Securities
Act. The Holder further agrees that the Holder shall execute any "lock-up
letter" or similar instrument submitted by the Managing Underwriter to the
Holder that reflects the foregoing restrictions or any part thereof and that the
Managing Underwriter shall be a third party beneficiary of the provisions of
this Section 5 and shall be fully entitled to enforce all rights set forth
herein. The Holder hereby irrevocably appoints the Company and its President, or
either of them, as the Holder's agents and attorneys-in-fact, with full power of
substitution for and in the Holder's name, to execute any such "lock-up letter"
or similar instrument submitted by the Managing Underwriter and to do any and
all things in connection therewith, it being understood and acknowledged by the
Holder that such power of attorney shall not impose or be deemed to impose any
fiduciary duty or any other or obligation on either the Company or its
President, shall be irrevocable and coupled with an interest and shall not
terminate by operation of law, whether by the death, bankruptcy or adjudication
of incompetency or insanity of the Holder or the occurrence of any other event.
The Company may impose stop-transfer instructions with respect to securities
subject to the foregoing restrictions until the end of such Market Standoff
Period. The Holder further agrees that without the prior written consent of the
Managing Underwriter, the Holder shall not, during the Market Standoff Period,
make any demand for or exercise any right (to the extent the Holder shall have
any such right) with respect to, the registration of any Shares or other
securities of the Company.
6 Exchange of Warrant.
--------------------
Upon the surrender by the Holder of this Warrant, properly endorsed, to the
Company, the Company, at its expense and subject to the provisions of Section 4
hereof, will issue and deliver to or upon the order of the Holder a new Warrant
or Warrants of like tenor, in the name of the Holder or as the Holder (upon
payment by the Holder of any applicable transfer taxes) may direct, calling in
the aggregate on the face or faces thereof for the number of Shares called for
on the face or faces of the Warrant or Warrants so surrendered.
7 Replacement of Warrant.
----------------------
Upon receipt of evidence reasonably satisfactory to the Company of the
loss, theft, destruction or mutilation of this Warrant and, in the case of any
such loss, theft, or destruction, upon delivery of an indemnity bond (or, in the
case of any institutional holder, an indemnity agreement) reasonably
satisfactory in form and amount to the Company or, in the case of any such
mutilation, upon surrender and cancellation of such Warrant, the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like tenor
and date.
8 Covenant of Company.
--------------------
The Company hereby covenants and agrees that at all times
during the term of this Warrant there shall be reserved for issuance such number
of shares of its Common Stock as shall be required to be issued upon exercise of
this Warrant.
9 Representation and Warranty of Holder.
--------------------------------------
The Holder hereby represents and warrants to the Company that the Holder is
an "accredited investor" within the meaning of Regulation D promulgated under
the Securities Act, and acknowledges that the Company is relying upon this
representation and warranty in the issuance of this Warrant to the Holder.
10 Legends.
--------
The certificate(s) representing the Shares shall be imprinted with a legend
in substantially the following form:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE
SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL (1)
REGISTERED UNDER THE ACT AND SUCH STATE SECURITIES LAWS OR (2) THE
COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER SATISFACTORY TO
THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK
OF THE CORPORATION OR SERIES THEREOF AND THE QUALIFICATIONS,
LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS WILL BE
FURNISHED BY THE CORPORATION, WITHOUT CHARGE, TO EACH STOCKHOLDER WHO
SO REQUESTS, UPON REQUEST TO THE SECRETARY OF THE CORPORATION."
11 Notices.
--------
All notices, consents and other communications under this Warrant shall be
in writing and shall be deemed given when delivered personally or when mailed by
registered mail, return receipt requested, or reputable overnight delivery
service, to the Company at its principal executive offices (Attn: President) and
to the Holder at the current address of the Company (or such other address as
the Holder may designate by notice given to the Company pursuant to this Section
11 and shall be registered on the books of the Company).
12 Miscellaneous.
--------------
.1 Termination. Neither this Warrant nor any term hereof may be amended,
modified, waived, discharged or terminated orally.
.2 Applicable Law. This Warrant shall be construed and enforced in
accordance with and governed by the laws of the jurisdiction of incorporation of
the Company without regard to provisions thereof relating to choice of law or
conflicts of law.
.3 Headings. The headings in this Warrant are for convenience of reference
only and shall not limit or otherwise affect the meaning of any provision of
this Warrant.
.4 No Fractional Shares. No fractional shares of Common Stock or scrip
representing fractional shares shall be issued in connection with the exercise
of this Warrant. In lieu of any fractional shares which would otherwise be
issuable, the Company shall pay cash equal to the product of such fraction
multiplied by the fair market value of one Share as determined in good faith by
the Company's Board of Directors.
.5 No Rights as Stockholder. Until the exercise of this Warrant, the Holder
shall not have or exercise any rights as a stockholder of the Company by virtue
of this Warrant.
13 Expiration.
-----------
The right to exercise this Warrant shall expire at 5:00 p.m., Eastern Time,
on the Expiration Date.
IN WITNESS WHEREOF, the Company has caused this Warrant to be issued by a
duly authorized officer thereof as of the date set forth above.
FREIGHT FEEDERS AIRCRAFT CORPORATION,
a Wyoming corporation
By:
------------------------------------
L. Xxxxx Xxxxxxx, President/Director
EXHIBIT D
List of All Material United States
Patents, Patent Applications and Trademarks
Aircraft
Claims
The ornamental design for an aircraft, as shown and described.
------------------------------ ----------------------------
Inventors: DuPont; Xxxx X.
------------------------------ ----------------------------
Assignee: Utilicraft Aerospace
Industries, Inc
------------------------------ ----------------------------
Appl. No.: 07/633,444
------------------------------ ----------------------------
Filed: December 21, 1990
------------------------------ ----------------------------
Current U.S. Class: D12/344 ; D12/337
Field of Search: D12/319,342,344,341,337 244/55,13
U.S. Patent Documents
D189328 November 1960 Thieblot
D307885 May 1990 Dupont
Description:
FIG.1 is a left side elevation view of the aircraft of my new design, with a
rear access door retracted
FIG.2 is a left side elevation view thereof with the rear access door deployed
FIG.3 is a top plan view thereof
FIG.4 is a bottom plan view thereof
FIG.5 is a front elevation view thereof
FIG.6 is a rear elevation view thereof
EXHIBIT D - Continued
List of All Material United States
Patents, Patent Applications and Trademarks
-------------------------- ----------------------------------------------------
United States Patent 5,106,038
-------------------------- ----------------------------------------------------
-------------------------- ----------------------------------------------------
Dupont April 21, 1992
-------------------------- ----------------------------------------------------
Freight feeder aircraft and method of transporting cargo using same
Abstract
A freight feeder aircraft and method of transporting containerized cargo using
the same includes a cargo container access door opening located at the fore
portion of the aircraft fuselage and dimensioned to accommodate standardized
cargo containers such as LD-3 containers. A load bearing cargo access ramp is
located at the aft portion of the fuselage and opens downwardly to provide a
ramp for unloading cargo containers to the ground. The interior of the fuselage
includes an elongated, unobstructed cargo compartment which is configured to
accommodate a number of standardized cargo containers. Substantially
simultaneous loading and unloading of cargo containers is achieved to thereby
substantially reduce the time required for cargo on-load and off-load between
aircraft landing and subsequent takeoff.
------------------------------- ----------------------------
Inventors: Dupont; Xxxx X.
------------------------------- ----------------------------
Assignee: Utilicraft Aerospace
Industries, Inc.
------------------------------- ----------------------------
Appl. No.: 07/658,269
------------------------------- ----------------------------
Filed: February 20, 1991
------------------------------- ----------------------------
Current U.S. Class: 244/137.1 ; 244/118.1
Current International Class: B64C 1/00(20060101); B64C 1/20 (20060101);
B64C 001/22 (); B64D 009/00 ()
Field of Search: 244/137.1, 118.1, 118.3, 137.3
U.S. Patent Documents
------------------------------ --------------------------- ---------------------
2498819 February 1950 Noville
------------------------------ --------------------------- ---------------------
3065934 November 1962 Xxxxxxx
------------------------------ --------------------------- ---------------------
3128068 April 1964 Pauli
------------------------------ --------------------------- ---------------------
3958165 May 1976 Boy de la Tour
------------------------------ --------------------------- ---------------------
4006869 February 1977 Xxxxxx
------------------------------ --------------------------- ---------------------
4097009 June 0000 Xxxxxx
------------------------------ --------------------------- ---------------------
4218034 August 1980 Xxxxxx
----------------------------- ---------------------------- ---------------------
4225926 September 1980 Xxxxx
----------------------------- ---------------------------- ---------------------
Foreign Patent Documents
1277675 Sep., 0000 XX
0000000 Dec., 0000 XX
0000000 Feb., 0000 XX
000000 Jan., 0000 XX
876150 Aug., 0000 XX
900466 Jul., 0000 XX
913783 Dec., 0000 XX
EXHIBIT D - Continued
List of All Material United States
Patents, Patent Applications and Trademarks
United States Patent 6,311,106
Dupont October 30, 2001
Automatic flat rate setting system for freight feeder aircraft and method of
setting of engine flat rate
Abstract
A system and method of automatically setting a flat rate engine power setting of
an aircraft determines the weight of loaded cargo containers to determine the
total gross weight of the aircraft prior to take-off, determines, from the total
gross weight, the required flat rate engine power for the aircraft, such as by
inputting the stored value into a look-up table, and automatically sets the flat
rate setting of the aircraft's engines to correspond to the determined required
engine power, prior to take-off, by sending the obtained required flat rate
engine power as a command signal to an engine control system.
Inventors: Dupont; Xxxx X.
Assignee: Utilicraft Aerospace
Industries, Inc.
Appl. No.: 09/584,169
Filed: May 26, 0000
Xxxxxxx X.X. Class: 701/3 ; 177/136; 244/6; 416/25; 416/44; 416/47
Current International Class: G01G 19/02 (20060101); G01G 19/40 (20060101);
G01G 19/415 (20060101); G01G 19/07 (20060101);
B63H 001/28 (); G01M 001/12 ()
Field of Search: 701/3,124 73/178T,865 702/175,173 177/25
416/44,36,43 244/17.13
U.S. Patent Documents
2425498 August 1947 Watter
4225926 September 1980 Xxxxx
5106038 April 1992 Dupont
6007198 December 1999 Karem
6128951 October 2000 Xxxxx
EXHIBIT E
Brief Description of UITA Insurance
Utilicraft Aerospace Industries, Inc. has Aviation Operations Liability with Ace
Property and Casualty Insurance Company.
The Policy Number AAP N0098484A 004 has a term of July 4, 2007 to July 4, 2008.
The policy covers Utilicraft Aerospace Industries, Inc. at Double Eagle II
Airport, Albuquerque, New Mexico.
The sum insured is $1,000,000 for each occurrence in respect to Bodily Injury
and Property Damage combined, subject to the following limitations;
Products - completed operations annual/aggregate limit Not insured
Personnel Injury and Advertising injury annual aggregate limit Not insured
Malpractice annual aggregate limit Not insured
Extended coverage - war, hi-jacking and other perils Not insured
Fire damage limit any one fire $50,000
Medical expense limit any one person $ 5,000
Hangarkeepers not "in flight" limit Not insured
Hangarkeepers not "in flight" limit any one aircraft Not insured
Non-owned aircraft liability Not insured
