Aircraft Purchase/Sales Agreement
Exhibit 10.1
Aircraft Purchase/Sales Agreement
THIS AGREEMENT, is entered into this 4th day of August, 2015, by and between BlackPoll Fleet International, Inc. (the "Buyer"), a Nevada corporation whose principal address is 000 XX 00xx Xx Xxxxx 000 Xx. Xxxxxxxxxx, XX and Alpha Investment and Lending Corp (the "Seller"), a Delware corporation whose principal address is 0000 Xxxxxx Xx Xxxxx 000-x Xxxxxxxxxx, XX 00000;
IN WITNESS WHEREOF, in consideration of the premises, 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 (the "Aircraft"):
Aircraft Make: Mil
Aircraft Model: 8P
Aircraft Registration Number: 4L-BPF
Aircraft Serial Number: 10113
Aircraft shall be equipped as follows
Left Engine serial #: C99401194
Right Engine serial #: C94301205
Gear box serial #: 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 and its logbooks shall be delivered to 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 delivery. The Aircraft will be delivered to Buyer in its present condition.
4. Warranties. There
are 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, made by Seller. 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. | ||
| /s/ Xxxxx Xxxxxxx | /s/ Xxxxxxxxx Xxxxxxx | ||
| WITNESS | WITNESS | ||
