AIRCRAFT PURCHASE/SALES AGREEMENT

AN AGREEMENT, made and executed this ______ day of ____________, by and between ___________________(hereinafter "buyer"), and ___________________ (hereafter "Seller").

WITNESSETH: In consideration of $______________, and other good and valuable considerations, the receipt of which is hereby acknowledged, the Parties hereby mutually agree as follows, to wit:

1. Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller the following Aircraft:

Aircraft Make____________________________

Aircraft Model ___________________________

Aircraft Year ____________________________

Aircraft Registration Number ________________

Aircraft Serial Number _____________________

Aircraft shall be equipped as follows ________________________________

____________________________________________________________

____________________________________________________________

____________________________________________________________

Seller warrants that the damage history to the aircraft is as follows: __________

____________________________________________________________

____________________________________________________________

Seller also warrants that the aircraft logbooks are complete and begin with the date of manufacture of the aircraft to the present or alternatively the logbooks are incomplete and begin on ______________ and end on ________________.

Seller warrants that Seller owns legal title to the above Aircraft and that title will be assigned to Buyer free and clear of any liens, claims, or encumbrances. Seller acknowledges that presently this airplane is (is not) encumbered to __________

____________. Upon delivery of the Aircraft and payment of the balance of the purchase price in accordance with this Agreement, Seller shall execute a bill of sale granting good and marketable title to said Aircraft free and clear of all claims and encumbrances.

2. It is agreed that the purchase price of the Aircraft is ___________________

($_____________) which sum is due on delivery of the Aircraft. Any money paid pursuant to this Agreement shall be paid by cash, cashier's check, certified checks, or wire transfer.

3. (Optional) It is agreed that within _______ business days after the execution of this Agreement, an escrow shall be maintained with an escrow agent mutually agreeable to both parties. All funds, including the earnest money deposit, and the following documents pertaining to this transaction, shall be deposited with the escrow agent: (a) Bill of Sale for the Aircraft executed by the Seller to the Buyer; and (b) Application for Registration of the Aircraft to the Buyer. The fees for the escrow service shall be paid by __________________________.

The buyer shall pay a deposit of ____________________ Dollars ($_____________) in to the escrow account immediately upon the establishment of the escrow. The deposit is non-refundable unless otherwise stipulated in this agreement. The deposit shall be credited to the purchase price of the Aircraft.

4. (Optional) Buyer shall pay Seller the sum of $_______________ which sum shall be credited to the purchase price of the airplane. In the event that the airplane fails a pre-purchase inspection, in the sole discretion of the Buyer, the deposit shall be immediately refunded to Buyer, subject to the terms of this agreement. If buyer refuses for any reason to complete the purchase, other than a failure of pre-purchase inspection or a title search, Buyer's earnest money deposit shall be forfeited.

5. Subsequent to the execution of this Agreement and the payment of the earnest money deposit into escrow, or to the Seller as the case may be, the Buyer shall have the right to perform a pre-purchase inspection upon the Aircraft. The pre-purchase inspection mechanic shall be the Buyer's exclusive decision, so long as the mechanic possesses a current Airframe and Powerplant mechanic certificates issued by the Federal Aviation Administration. The pre-purchase inspection shall be performed at ____________________________ Airport.

If the Buyer does not have the pre-purchase inspection performed within _____________ (_______) days after the execution of this Agreement, Buyer shall have waived his right to such inspection.

Upon completion of the pre-purchase inspection and a failure of the inspection, in the sole and exclusive

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