Exhibit 10.1

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “ Agreement ”) is entered into as of June 30, 2015, by and among Warren A. Peck, an individual residing in the State of Oklahoma (“ Buyer ”) and Saker Aviation Services, Inc., a Nevada corporation (“ Seller ”). Buyer and the Seller are referred to collectively herein as the “ Parties ” and individually herein as a “ Party .”

RECITALS

WHEREAS, the Seller is the registered and beneficial owner of 100% of the issued and outstanding capital stock (the “ Shares ”) of Phoenix Rising Aviation, Inc. (“ Phoenix Rising ”);

WHEREAS, Phoenix Rising is engaged in the business of providing aircraft maintenance, repair and overhaul services exclusively at the Bartlesville Municipal Airport in Bartlesville, Oklahoma (the “ Business ”); and

WHEREAS, the Seller desires to sell to Buyer, and Buyer desire to purchase, all of the Shares in exchange for the Purchase Price.

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, the Parties agree as follows.

ARTICLE I.
DEFINITIONS

“ Affiliate ” with respect to any Person, means any Person controlling, controlled by or under common control with such Person.

“ Agreement ” has the meaning set forth in the preface above.

“ Business ” has the meaning set forth in the recitals above.

“ Buyer ” has the meaning set forth in the preface above.

“ Buyer Indemnitees ” has the meaning set forth in Section 9.2(a) below.

“ Closing ” has the meaning set forth in Section 3.1 below.

“ Closing Cash Amount ” means (i) $250,000, plus (ii) the amount of any and all costs associated with the C-Check performed by Seller on the Falcon 10 N169LS, S/N 115, payable by Buyer to Seller at Closing, including, without limitation, the costs of all parts and labor. The Closing Cash Amount will be funded on the disposition of the Falcon 10N169LS, S/N 115 aircraft.

“ Closing Date ” has the meaning set forth in Section 3.1 below.

“ Code ” means the Internal Revenue Code of 1986, as amended, together with all regulations and proposed regulations promulgated thereunder.

“ Confidential Information ” means any information concerning the businesses and affairs of the Phoenix Rising or Seller that is not already generally available to the public.

“ Damages ” means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, Liabilities, obligations, Taxes, Liens, losses, expenses and fees, including court costs and reasonable attorneys’ fees and expenses.

“ Indemnified Party ” has the meaning set forth in Section 9.4(a) below.

“ Indemnifying Party ” has the meaning set forth in Section 9.4(a) below.

“ Installment Payment Agreement ” has the meaning set forth in Section 2.2 below.

“ Knowledge of the Seller ” means the actual knowledge of Ronald J. Ricciardi.

“ Leases ” means all leases, subleases, licenses, concessions and other agreements (written or oral), including all amendments, extensions, renewals, guarantees and other agreements with respect thereto, pursuant to which Phoenix Rising holds any leased real property, including the right to all security deposits and other amounts and instruments deposited by or on behalf of Phoenix Rising thereunder.

“ Liability ” means any liability or obligation of whatever kind or nature (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for Taxes.

“ Liability Cap ” has the meaning set forth in Section 9.5.

“ Lien ” means any mortgage, pledge, lien, encumbrance, charge or other security interest, other than (a) liens for Taxes not yet due and payable, (b) purchase money liens and liens securing rental payments under capital lease arrangements, and (c) other liens arising in the Ordinary Course of Business and not incurred in connection with the borrowing of money.

“ Material Adverse Effect ” means any effect or change that would be materially adverse to the business, assets, financial condition or results of operations of Phoenix Rising, taken as a whole, or on the ability of the Seller to consummate timely the Transaction (regardless of whether or not such effect or change can be or has been cured at any time).

“ Ordinary Course of Business ” means the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency).

“ Party ” has the meaning set forth in the preface above.

“ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity or a governmental entity (or any department, agency or political subdivision thereof).

“ Pledge Security Agreement ” means the Pledge Security Agreement between Buyer and Seller in the form attached hereto as Exhibit C .

“ Pre-Closing Tax Period ” has the meaning set forth in Section 10.1 below.

“ Promissory Note ” has the meaning set forth in Section 2.2 below.

“ Purchase Price ” has the meaning set forth in Section 2.2 below.

“ Required Consents ” has the meaning set forth in Section 8.1(e) below.

“ Restrictions ” has the meaning set forth in Section 4.2(b) below.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Security Agreement ” means the Security Agreement between Buyer and Seller in the form attached hereto as Exhibit D .

“ Seller ” has the meaning set forth in the preface above.

“ Shares ” has the meaning set forth in the recitals above.

“ Straddle Period ” has the meaning set forth in Section 10.2 below.

“ Tax ” or “ Taxes ” means any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Section 59A of the Code), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated or other tax of any kind whatsoever, including any interest, penalty or addition thereto, whether disputed or not and including any obligations to indemnify or otherwise assume or succeed to the Tax liability of any other Person.

“ Tax Return ” means any return, declaration, report, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“ Third Party Claim ” has the meaning set forth in Section 9.4(a) below.

“ Transaction ” has the meaning set forth in Section 2.1 below.

“ Treasury Regulations ” means all proposed and final regulations promulgated under the Code.

ARTICLE II.
PURCHASE AND SALE OF SHARES

Section 2.1.           Purchase and Sale . On and subject to the terms and conditions of this Agreement, Buyer shall purchase from the Seller, and the Seller shall sell to Buyer, all of the Shares, free and clear of all Restrictions, for the consideration specified below in this Article II (the “ Transaction ”).

Section 2.2.           Purchase Price . The aggregate consideration for the Shares shall consist of the following (collectively, the “ Purchase Price ”):

(a)               the Closing Cash Amount; plus

(b)               $250,000 payable pursuant to the terms of a promissory note in the form attached hereto as Exhibit A (“ Promissory Note ”); plus

(c)               installment payments in the maximum aggregate principal amount of $1,000,000 in the form attached hereto as Exhibit B (the “ Installment Payment Agreement ”) by Buyer in favor of the Seller.

Section 2.3.           Payment of the Purchase Price . At Closing, Buyer shall deliver the following in respect of the Purchase Price:

(a)             Buyer shall deliver the Closing Cash Amount in immediately available funds to an account designated by the Seller;

(b)             Buyer shall deliver to the Seller the Promissory Note; and

(c)             Buyer shall deliver to the Seller the Installment Payment Agreement subject to the conditions set forth in the Installment Payment Agreement.

ARTICLE III.
CLOSING

Section 3.1.           Closing . The closing of the Transaction (the “ Closing ”) shall take place via electronic transmittal of documents on the second (2nd) business day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the Transaction (other than conditions with respect to actions the respective Parties will take at Closing itself) or such other date as Buyer and the Seller may mutually determine (the “ Closing Date ”).

Section 3.2.           Deliveries at Closing . At Closing (a) the Seller shall deliver to Buyer the various certificates, authorizations, instruments and documents referred to in Section 8.1 below, (b) Buyer shall deliver to the Seller the various certificates, instruments and documents referred to in Section 8.2 below, (c) the Seller shall deliver to Buyer stock certificates representing all of the Shares, endorsed in blank or accompanied by duly executed assignment documents, and (d) Buyer shall deliver the Closing Cash Amount and other items specified in Section 2.3 above.

ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF
THE SELLER

Seller represents and warrants to Buyer as of the date of this Agreement and as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article IV) as set forth in this Article IV.

Section 4.1.           Organization, Qualification and Corporate Power . Phoenix is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Phoenix is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required. Phoenix Rising has full corporate power and authority and all licenses, permits and authorizations necessary to carry on the Business and to own and use the properties owned and used by it. The Seller has delivered to Buyer correct and complete copies of the charter and bylaws of Phoenix Rising (as amended to date). The minute books (containing the records of meetings of Phoenix Rising, the Board of Directors and any committees of the Board of Directors), the stock certificate books, and the stock record books of Phoenix Rising are correct and complete. To the Knowledge of the Seller, Phoenix Rising is not in default under or in violation of any provision of its charter or bylaws.

Section 4.2.           Capitalization of Phoenix Rising; Phoenix Rising Shares .

(a)             Capitalization of Phoenix Rising .

(i)                  Phoenix Rising . The entire authorized capital stock of Phoenix Rising consists of 500 shares of common stock, no par value per, of which 500 shares are issued and outstanding and no shares are held in treasury. All of the shares of Phoenix Rising have been duly authorized, are validly issued, fully paid and non-assessable. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other contracts or commitments that could require Phoenix Rising to issue, sell or otherwise cause to become outstanding any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to Phoenix Rising. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of the capital stock of Phoenix Rising.

(b)             Phoenix Rising Shares . Seller holds of record and owns beneficially all of the issued and outstanding shares of capital stock of Phoenix Rising free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), Taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims and demands (collectively, “ Restrictions ”). Seller is not a party to any option, warrant, purchase right or other contract or commitment that could require Seller to sell, transfer or otherwise dispose of any Shares (other than this Agreement). Seller is not a party to any voting trust, proxy or other agreement or understanding with respect to the voting of any Shares.

Section 4.3.           Authorization of Transaction . The Seller has the requisite competence and authority to execute and deliver this Agreement and to perform its obligations hereunder. Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the Board of Directors of Seller has duly authorized the execution, delivery and performance of this Agreement by Seller. This Agreement constitutes the valid and legally binding obligation of Seller, enforceable in accordance with its terms and conditions, and each other agreement entered into in connection with the Transaction by Seller constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with their respective terms and conditions.

Section 4.4.           Non-contravention . Except as set forth on Schedule 4.4 , neither the execution and delivery of this Agreement and the consummation of the Transaction nor the performance by the Seller hereunder, will (a) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency or court to which Seller is subject or any provision of the charter or bylaws of Seller, (b) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any consent of any third party or any notice under any agreement, contract, Lease, license, instrument or other arrangement to which Seller is a party or by which any such party is bound or to which any of such party’s assets is subject (or result in the imposition of any Lien upon such party’s assets) or (c) result in the imposition or creation of any Lien upon or with respect to the Shares. Except as set forth on Schedule 4.4 , the Seller does not need to give any notice to, make any filing with or obtain any authorization, consent or approval of any government or governmental agency or any third party in order for the Parties to consummate the Transaction.

Section 4.5.           Brokers’ Fees . Except as set forth on Schedule 4.5 , Seller has no Liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the Transaction for which Buyer could become liable or obligated.

ARTICLE V.
BUYER’S REPRESENTATIONS AND WARRANTIES

Buyer represents and warrants to the Seller as of the date of this Agreement and as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article V) as set forth in this Article V.

Section 5.1.           Organization of Buyer . Buyer is an individual residing in the State of Oklahoma.

Section 5.2.           Authorization of Transaction . Buyer has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Buyer, enforceable in accordance with its terms and conditions.

Section 5.3.           Non-contravention . Neither the execution and delivery of this Agreement and the consummation of the Transaction nor the performance by Buyer hereunder will (a) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency or court to which Buyer is subject or any provision of the charter or bylaws of Buyer or (b) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any consent of any third party or any notice under any agreement, contract, lease, license, instrument or other arrangement to which Buyer is a party or by which it is bound or to which any of its assets is subject. Buyer need not give any notice to, make any filing with or obtain any authorization, consent or approval of any government or governmental agency or any third party in order to consummate the Transaction.

Section 5.4.           Investment Purpose . Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Section 5.5.           Brokers’ Fees . Buyer has no Liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the Transaction for which the Seller could become liable or obligated.

Section 5.6.           Sufficiency of Funds . Buyer has sufficient cash on hand or other sources of immediately available funds to enable it to make payment of the Purchase Price and consummate the transactions contemplated by this Agreement.

ARTICLE VI.
PRE-CLOSING COVENANTS

The Parties agree as follows with respect to the period between the execution of this Agreement and Closing.

Section 6.1.           General . Each of the Parties shall use his or its best efforts to take all action and to do all things necessary, proper or advisable in order to consummate and make effective the Transaction (including satisfaction, but not waiver, of the conditions to Closing set forth in Article VIII below).

Section 6.2.           Notices and Consents . The Seller shall cause Phoenix Rising to give any notices to third parties, and shall cause the Seller to use its best efforts to obtain any Required Consents.

Section 6.3.           Operation of Business . The Seller shall not cause or permit Phoenix Rising to engage in any practice, take any action or enter into any transaction outside the Ordinary Course of Business; provided, however, the Buyer acknowledges and agrees that Seller shall cause Phoenix Rising to transfer all of the ownership interests in Stellar Aviation Services, LLC to Seller on or prior to the Closing.

Section 6.4.           Preservation of Business . The Seller shall cause Phoenix Rising to keep its business, organization and properties substantially intact, including their present operations, physical facilities, insurance policies and relationships with lessors, licensors, suppliers, customers and employees.

Section 6.5.           Full Access . The Seller shall permit, and the Seller shall cause Phoenix Rising to permit, representatives of Buyer (including legal counsel and accountants) to have full access at all reasonable times, and in a manner so as not to interfere with the normal business operations of Phoenix Rising, to all premises, properties, personnel, books, records (including Tax records), contracts, documents and financial data of any sort relating to Phoenix Rising.

Section 6.6.           Notice of Developments . The Seller shall give prompt written notice to Buyer of any material adverse development causing a breach of any of the representations and warranties in Article IV above. Disclosure by any Seller pursuant to this Section 6.6, shall be deemed to amend or supplement the Disclosure Schedule and cure any misrepresentation, breach of a representation or warranty or breach of covenant.

Section 6.7.           Exclusivity . The Seller shall not, directly or indirectly, through any representative or otherwise, solicit or entertain offers from, negotiate with or in any manner encourage, discuss, accept or consider any proposal of any other Person relating to the Transaction, in whole or in part, whether directly or indirectly, through purchase, merger, consolidation or otherwise.

ARTICLE VII.
POST-CLOSING COVENANTS

The Parties agree as follows with respect to the period following Closing.

Section 7.1.           General . In case at any time after Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties shall take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (except to the extent the requesting Party is entitled to indemnification therefor under Article IX below). The Seller acknowledges and agrees that from and after Closing Buyer shall be entitled to possession of all books, records (including Tax records), contracts, documents and financial data of any sort relating to Phoenix Rising.

Section 7.2.           Confidentiality . The Seller shall treat and hold as confidential all of the Confidential Information, refrain from using any of the Confidential Information except in connection with this Agreement, and deliver promptly to Buyer or destroy, at the request and option of Buyer, all tangible embodiments (and all copies) of the Confidential Information which are in its possession. In the event that the Seller is requested or required pursuant to a written or oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand or similar process to disclose any Confidential Information, the Seller shall notify Buyer promptly of the request or requirement so that Buyer may seek an appropriate protective order or waive compliance with the provisions of this Section 7.2. If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller is, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, the Seller may disclose the Confidential Information to the tribunal; provided, however, that the Seller shall use their best efforts to obtain, at the request of Buyer, an order assurance that confidential treatment shall be accorded to such portion of the Confidential Information required to be disclosed as Buyer shall designate.

Section 7.3.           Covenant Not to Compete . For a period of five (5) years from and after the Closing Date, Seller shall not engage directly or indirectly (whether as an owner, officer, director, partner, manager, employee, independent contractor, consultant or otherwise) in the Business; provided, however, Buyer acknowledges and agrees that the aforementioned restriction will not limit or restrict Seller (or any of Seller’s Affiliates) from engaging in a business that is competitive with the Business at any location other than the Bartlesville Municipal Airport in Bartlesville, Oklahoma; provided further, however, that the ownership by Seller of less than two percent (2%) of the outstanding stock of any publicly-traded corporation shall not violate the provisions of this Section 7.3. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 7.3 is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

ARTICLE VIII.
CONDITIONS TO OBLIGATION TO CLOSE

Section 8.1.           Conditions to Buyer’s Obligation . Buyer’s obligation to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:

(a)              no action, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of the Transaction or any part of the Transaction, (ii) cause the Transaction or any part of the Transaction to be rescinded following consummation, (iii) affect adversely the right of Buyer to own the Shares and to control Phoenix Rising, or (iv) affect adversely the right of Phoenix Rising to own its assets and to operate the Business (and no such injunction, judgment, order, decree, ruling or charge shall be in effect);

(b)              the representations and warranties set forth in Article IV above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by terms such as “material” and “Material Adverse Effect,” in which case such representations and warranties shall be true and correct in all respects at and as of the Closing Date;

(c)              the Seller shall have performed and complied with all of the Seller’s covenants hereunder in all material respects through Closing, except to the extent that such covenants are qualified by terms such as “material,” in which case the Sellers shall have performed and complied with all of such covenants in all respects through Closing;

(d)              the Seller shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in Sections 8.1(b)-(c) is satisfied in all respects;

(e)              the Parties, at the Seller’s sole expense, shall have received all authorizations, consents, orders or approvals of and filings or registrations with, and any permits, licenses or other authorizations required by, any applicable governmental entity or third party, that are required for or in connection with the execution and delivery of this Agreement and the consummation of the Transaction set forth on Schedule 8.1(e) (the “ Required Consents ”);

(f)               the Seller shall have delivered to Buyer a copy of the charter of Phoenix Rising certified within fifteen (15) calendar days prior to the Closing Date by the Secretary of State of the State of Oklahoma;

(g)              the Seller shall have delivered to Buyer a copy of a certificate of good standing of Phoenix Rising issued within fifteen (15) calendar days prior to the Closing Date by the Secretary of State of the State of Oklahoma, and each jurisdiction in which Phoenix Rising, as applicable, is qualified to do business; and

(h)              the Seller shall have delivered such other documents and instruments as may be reasonably requested by Buyer in connection with the consummation of the Transaction.

Buyer may waive any condition specified in this Section 8.1 if Buyer executes a writing so stating at or prior to Closing.

Section 8.2.           Conditions to the Seller’s Obligation . The obligation of the Seller to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions:

(a)              no action, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of the Transaction or any part of the Transaction or (ii) cause the Transaction or any part of the Transaction to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling or charge shall be in effect);

(b)              the representations and warranties set forth in Article V above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by terms such as “material,” in which case such representations and warranties shall be true and correct in all respects at and as of the Closing Date;

(c)              Buyer shall have performed and complied with all of its covenants hereunder in all material respects through Closing, except to the extent that such covenants are qualified by terms such as “material,” in which case Buyer shall have performed and complied with all of such covenants in all respects through Closing;

(d)              Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Sections 8.2(b)-(c) is satisfied in all respects;

(e)              Buyer shall have entered into the Promissory Note, Installment Payment Agreement, Pledge Security Agreement and Security Agreement; and

(f)               Buyer shall have delivered such other documents and instruments as may be reasonably requested by the Seller in connection with the consummation of the Transaction.

The Seller may waive any condition specified in this Section 8.2 if the Seller executes a writing so stating at or prior to Closing.

ARTICLE IX.
REMEDIES FOR BREACHES OF THIS AGREEMENT

Section 9.1.           Survival of Representations and Warranties . All of the representations and warranties of the Seller contained in Article IV above shall survive Closing and continue in full force and effect until eighteen (18) months following the Closing Date.

Section 9.2.           Indemnification Provisions for Buyer’s Benefit .

(a)             Subject to the limitations provided herein, prior to Closing, the Seller shall indemnify, defend and hold harmless Buyer, its Affiliates and their respective shareholders, directors, officers, employees, attorneys and agents (collectively, the “ Buyer Indemnitees ”) from and against the entirety of any Damages that any Buyer Indemnitee may suffer resulting from, arising out of, relating to, in the nature of or caused by each and all of the following:

(i)                  any breach of any representation or warranty (or allegation of facts by a third party that, if true, would constitute a breach of any representation or warranty) made by the Seller herein, including the documents, instruments and agreements to be executed and delivered by the Seller in connection herewith; and

(ii)                any breach of any covenant or agreement (or allegation of facts by a third party that, if true, would constitute a breach of any covenant or agreement) made by the Seller herein, including the documents, instruments and agreements to be executed and delivered by the Seller in connection herewith.

Section 9.3.           Indemnification Provisions for the Seller’s Benefit . Buyer shall indemnify and hold harmless the Seller from and against the entirety of any Damages the Seller its Affiliates and their respective shareholders, directors, officers, employees, attorneys and agents (collectively, the “ Seller Indemnitees ”) may suffer resulting from, arising out of, relating to, in the nature of or caused by each and all of the following:

(a)              any breach of any representation or warranty (or allegation of facts by a third party that, if true, would constitute a breach of any representation or warranty) made by Buyer herein, including the documents, instruments and agreements to be executed and delivered by Buyer in connection herewith; and

(b)              any breach of any covenant or agreement made by Buyer herein, including the documents, instruments and agreements to be executed and delivered by Buyer in connection herewith.

Section 9.4.           Matters Involving Third Parties .

(a)              If any third party shall notify any Party (the “ Indemnified Party ”) with respect to any matter (a “ Third Party Claim ”) which may give rise to a claim for indemnification against any other Party (the “ Indemnifying Party ”) under this Article IX, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.

(b)              Any Indemnifying Party shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) calendar days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party shall indemnify the Indemnified Party from and against the entirety of any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim, (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, and (iii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.

(c)              So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.4(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written approval of the Indemnifying Party (not to be withheld unreasonably), and (iii) the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written approval of the Indemnified Party (not to be withheld unreasonably).

(d)              In the event any of the conditions in Section 9.4(b) above is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (iii) the Indemnifying Party shall remain responsible for any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Article IX.

Section 9.5.           Limitations . Seller and Seller Indemnities shall not be required to indemnify the Buyer Indemnities for Damages until the aggregate amount of all such Damages exceeds $100,000 (the “ Deductible ”) in which event the Sellers shall be responsible only for Damages exceeding the Deductible. Seller shall not be required to indemnify Buyer for any individual item where the Damage relating to such claim (or series of claims arising from the same or substantially similar facts or circumstances) is less than $1,500.In addition, in no event will Seller’s aggregate cumulative liability under Section 9.2, regardless of the nature of the claims (whether from an action in tort, contract, an indemnification claim under this Article IX or otherwise), exceed the Purchase Price (the “ Liability Cap ”).

Section 9.6.           Insurance Recoveries . The Buyer Indemnitees and the Seller, as applicable, shall use commercially reasonable efforts to seek recovery for matters subject to indemnification claims under this Article IX from available insurance policies; provided, however, that such obligation shall not limit, change or delay the Seller’s or Buyer’s indemnification obligations under this Article IX unless and until the Buyer Indemnitees or the Seller Indemnities, as applicable, actually receive such insurance proceeds, in which case the insurance proceeds actually received for a particular matter (net of fees, costs and expenses incurred in obtaining the insurance proceeds, including any increase to insurance premiums) by a Buyer Indemnitee or the Seller Indemnities, as applicable, shall reduce the Damages for such matter.

Section 9.7.           Remedies Exclusive Section 9.8. . The remedies provided in this Article IX and Article X below shall be the sole and exclusive remedies of the Parties related to any breach of any representation or warranty, or non-performance, partial or total, of any covenant or agreement contained herein; provided, however, that nothing contained in this Article IX or in Article X below shall be deemed to limit or restrict in any manner any rights or remedies which any Indemnified Party has, or might have, at law, in equity or otherwise, based on fraud or willful misrepresentation.

Section 9.9.           Article X to Apply to Taxes and Tax Returns Section 9.10. . Except as explicitly set forth in Article X below, the rights and obligations of the Parties with respect to indemnification for any and all matters relating to Taxes, Tax Returns and income Tax Returns shall be governed solely by Article X below.

Section 9.11.       Knowledge of Breach Section 9.12. . No Party shall be liable under this Article for any Damages resulting from or relating to any inaccuracy in or breach of any representation or warranty in this Agreement if the party seeking indemnification for such Damages had knowledge of such breach or inaccuracy before Closing.

ARTICLE X.
TAX MATTERS

The following provisions shall govern the allocation of responsibility as between Buyer and the Seller for certain tax matters following the Closing Date:

Section 10.1.       Tax Indemnification . The Seller will indemnify, defend and hold harmless the Buyer Indemnitees from and against the entirety of any Damages the Seller or any Buyer Indemnitee may suffer resulting from, arising out of, relating to, in the nature of or caused by each and all of the following: (a) any and all Taxes (or the non-payment thereof) of Phoenix Rising for all taxable periods ending on or before the Closing Date, and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (the “ Pre-Closing Tax Period ”), (b) any and all Taxes of any member of an affiliated, consolidated, combined or unitary group of which Phoenix Rising (or any predecessor of Phoenix Rising) is or was a member on or prior to the Closing Date, including pursuant to Section 1.1502-6 of the Treasury Regulations or any analogous or similar state, local or foreign law or regulation, and (c) any and all Taxes of any Person (other than Phoenix Rising) imposed on Phoenix Rising as a transferee or successor, by contract or pursuant to any law, rule or regulation, which Taxes relate to an event or transaction occurring before Closing.

Section 10.2.       Straddle Period . In the case of any taxable period that includes (but does not end on) the Closing Date (a “ Straddle Period ”), the amount of any Taxes based on or measured by income or receipts of Phoenix Rising for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date, and the amount of other Taxes of Phoenix Rising for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Section 10.3.       Responsibility for Filing Tax Returns . Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for Phoenix Rising that are filed after the Closing Date.

Section 10.4.       Cooperation on Tax Matters .

(a)           Buyer and the Seller shall cooperate fully, as and to the extent reasonably requested by a Party, in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon a Party’s request) the provision of records and information reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Buyer and the Seller agree (i) to retain all books and records with respect to Tax matters pertinent to Phoenix Rising relating to any taxable period beginning before the Closing Date until expiration of the statute of limitations of the respective taxable periods (and, to the extent notified by Buyer or the Seller, any extensions thereof), and to abide by all record retention agreements entered into with any taxing authority, and (ii) to give the other Parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if a Party so requests, the Seller or Buyer, as the case may be, shall allow such Party to take possession of such books and records.

(b)           Buyer and the Sellers shall, upon request, use their best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the Transaction).

Section 10.5.       Certain Taxes . All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement shall be paid by the Buyer when due, and the Buyer shall, at their own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and if required by applicable law, the Seller shall, and shall cause its Affiliates to, join in the execution of any such Tax Returns and other documentation.

ARTICLE XI.
TERMINATION

Section 11.1.       Termination of Agreement . The Parties may terminate this Agreement as provided below:

(a)           Buyer and the Seller may terminate this Agreement by mutual written approval at any time prior to Closing;

(b)           Buyer may terminate this Agreement by giving written notice to the Seller at any time prior to Closing (i) in the event the Seller has breached any material representation, warranty or covenant contained in this Agreement in any material respect, Buyer has notified the Seller of the breach, and the breach has continued without cure for a period of fifteen (15) calendar days after the notice of breach, or (ii) if Closing shall not have occurred on or before August 31, 2015 by reason of the failure of any condition precedent under Section 8.1 above (unless the failure results primarily from Buyer breaching any representation, warranty or covenant contained in this Agreement); and

(c)           the Seller may terminate this Agreement by giving written notice to Buyer at any time prior to Closing (i) in the event Buyer has breached any material representation, warranty or covenant contained in this Agreement in any material respect, the Seller has notified Buyer of the breach, and the breach has continued without cure for a period of fifteen (15) calendar days after the notice of breach, or (ii) if Closing shall not have occurred on or before August 31, 2015 by reason of the failure of any condition precedent under Section 8.2 above (unless the failure results primarily from the Seller breaching any representation, warranty or covenant contained in this Agreement).

Section 11.2.       Effect of Termination . If any Party terminates this Agreement pursuant to Section 11.1 above, all rights and obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Party (except for any Liability of any Party then in breach).

ARTICLE XII.
MISCELLANEOUS

Section 12.1.       Press Releases . No Party shall issue any press release or other publicity relating to the subject matter of this Agreement without the prior written approval of Buyer and the Seller; provided, however, that any Party may make any public disclosure it believes in good faith is required by applicable law, including, without limitation pursuant to Federal and state securities laws.

Section 12.2.       No Third-Party Beneficiaries . Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the Parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature whatsoever.

Section 12.3.       Succession and Assignment . This Agreement shall be binding upon and inure solely to the benefit of the Parties and their respective successors and permitted assigns. Neither this Agreement nor the rights, interests or obligations hereunder may be assigned by any Party, in whole or in part, without the prior written approval of Buyer and the Seller, except that Buyer or Seller may assign this Agreement to an Affiliate.

Section 12.4.       Counterparts . This Agreement may be executed in one or more counterparts (including by means of facsimile or email in .pdf or similar format), and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

Section 12.5.       Headings . The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 12.6.       Notices . All notices, requests, demands, claims and other communications hereunder shall be in writing. Any notice, request, demand, claim or other communication hereunder shall be deemed duly given (a) when delivered personally to the recipient, (b) one (1) business day after being sent to the recipient by reputable overnight courier service (charges prepaid), (c) one (1) business day after being sent to the recipient by facsimile transmission or electronic mail, or (d) four (4) business days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and addressed to the intended recipient as set forth below:

20 South Street, Pier 6 East River

New York, NY 10004

Attn: Ronald J. Ricciardi, President

Facsimile: (570) 300-2233

E-mail: RRicciardi@SakerAviation.com

1600 Bausch & Lomb Place
Rochester, New York 14604
Attn: Tyler J. Savage, Esq.
Facsimile: (585) 232-2152
E-mail: tsavage@hselaw.com

416 E. 5 ^th Street

Bartlesville, OK 74003

Attention: Jerry Maddux

Facsimile:

Email: jmaddux@scmjlaw.com

Any Party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth.

Section 12.7.       Governing Law . This Agreement shall be governed by and construed in accordance with the domestic laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

Section 12.8.       Amendments and Waivers . No provision of this Agreement may be amended, revoked or waived except by a writing signed by Buyer and the Seller. No failure or delay on the part of any Party in exercising any right hereunder shall operate as a waiver of, or impair, any such right. No single or partial exercise of any such right shall preclude any other or further exercise thereof or the exercise of any other right. No waiver of any such right shall be deemed a waiver of any other right hereunder.

Section 12.9.       Severability . Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

Section 12.10.   Expenses . Each of Buyer and the Seller shall bear his or its own costs and expenses (including attorneys’ fees and expenses) incurred in connection with this Agreement and the Transaction.

Section 12.11.   Construction . The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” shall mean including without limitation. The Parties intend that each representation, warranty and covenant contained herein shall have independent significance. If any Party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which the Party has not breached shall not detract from or mitigate the fact that the Party is in breach of the first representation, warranty or covenant.

Section 12.12.   Incorporation of Exhibits and Schedules . The Exhibits and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

Section 12.13.   Specific Performance . Each Party acknowledges and agrees that the other Parties would be damaged irreparably in the event any provision of this Agreement is not performed in accordance with its specific terms or otherwise is breached, so that a Party shall be entitled to injunctive relief to prevent breaches of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in addition to any other remedy to which such Party may be entitled, at law or in equity. In particular, the Parties acknowledge that the Business is unique and recognize and affirm that in the event the Seller breaches this Agreement, money damages would be inadequate and Buyer would have no adequate remedy at law, so that Buyer shall have the right, in addition to any other rights and remedies existing in its favor, to enforce its rights and the other Parties’ obligations hereunder not only by action for damages but also by action for specific performance, injunctive and other equitable relief.

Section 12.14.   Submission to Jurisdiction . Each of the Parties submits to the jurisdiction of any state or federal court sitting in Osage County, Oklahoma, in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. Each Party also agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each of the Parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Party with respect thereto.

Section 12.15.   Entire Agreement . This Agreement (including the documents referred to herein) constitutes the entire agreement among the Parties and supersedes all other prior agreements, understandings or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof.

[ Signature page follows. ]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

Exhibit 10.2

SECURED PROMISSORY NOTE

FOR VALUE RECEIVED , Warren A. Peck (“ Maker ”), having a mailing address of P.O. Box 435, Copan, Oklahoma 74022, hereby promises to pay to the order of Saker Aviation Services, Inc. (“ Payee ”), having an address of 20 South Street, Pier 6, East River, New York 10004, the principal amount of Two Hundred Fifty Thousand Dollars and 00/100 ($250,000.00) ¹ , together with interest as set forth below, at the above address of Payee, or such other address as Payee may designate in writing to Maker, in accordance with the terms of this secured promissory note (“ Note ”).

1.       Payments . The principal balance of this Note together with accrued interest (as set forth in Section 2 below) shall be payable in three (3) annual installments of principal and accrued interest, commencing on _______________, 2016, and two additional payments on the twenty-four month and thirty-six month anniversary of the date of this Note. Exhibit A hereto contains an amortization schedule reflecting the above payments. So long as no Default (as defined in Section 6 below) has occurred in this Note, all payments hereunder shall first be applied to interest, then to principal. Upon Default in this Note, all payments hereunder shall first be applied to costs incurred by Payee in accordance with this Note, then to interest and the remainder to principal. The payments due to Payee from Maker under this Note are in partial consideration of the transactions contemplated by that certain Stock Purchase Agreement (the “ Purchase Agreement ”, effective dated as of ____________, 2015, by and among Payee and Maker for the acquisition of all of the capital stock of Phoenix Rising Aviation, Inc. (“ PRA ”)).

2.       Interest . The unpaid principal balance under this Note shall bear interest at the annual rate of four percent (4.0%). If Maker fails to make any payment due under this Note when due, and such default continues for fifteen (15) days, then all amounts owed under this Note will thereafter bear interest at a rate of 9.5% per annum (the “ Default Rate ”) until that payment is paid. The Default Rate will continue to apply whether or not judgment is entered on this Note. Payee will also have any other rights which Payee may have pursuant to this Note or applicable law in the event of the Default.

3.       Prepayment . Maker shall have the right to prepay all or any part of the outstanding principal and accrued interest under this Note at any time without penalty; provided, however, all principal and all interest reflected on Exhibit A must be paid in full.

¹ NTD: For the note, we need to provide for an interest amount or there is an imputed interest issue. What we intend to do is prepare an amortization schedule that would provide for total payments of $250,000 under the Note, but the payments will have a principal and interest component.

4.       Security for Payment . Payment of this Note is secured by (a) Maker granting and pledging to Payee 100% of the capital stock of PRA (the “ Pledge ”); the Pledge is evidenced by the execution of a Pledge Security Agreement in final form and substance acceptable to Payee (the “ Pledge Security Agreement ”), and (b) Maker granting a blanket security interest on all of the assets of PRA (the “ Security Interest ”); the Security Interest is evidenced by the execution of a Security Agreement in final form and substance acceptable to Payee (the “ Security Agreement ”). The Pledge Security Agreement, the Security Agreement, the Purchase Agreement, and all other documents and instruments executed in connection therewith, collectively referred to herein as the “ Purchase Documents ”. In connection with the making of this Note, and the execution of the Pledge Security Agreement, Maker shall deliver to Payee the stock certificates for the PRA stock and stock powers (in blank) evidencing the shares of PRA stock to be held as collateral. Such assignments separate from certificate shall be held by the Maker, in escrow, for so long as principal and interest is outstanding under this Note, as further described in the Pledge Security Agreement.

5.       Default . Maker waives presentment, protest or notice of dishonor and demand for payment and notice of default for non-payment. Upon the allowance, occurrence or commission by Maker of any of the following events of default (each, a “ Default ”), Payee may, in its discretion, declare the entire principal balance of this Note and accrued interest thereon to be immediately due and payable:

a.        Failure by Maker to pay any installment of principal and interest when due and such default is not cured within fifteen (15) days following written notice thereof given by the holder of this Note to Maker;

b.       The commencement of a voluntary or involuntary bankruptcy proceeding by or against Maker or PRA, which, in the case of an involuntary bankruptcy proceeding, is not dismissed within thirty (30) days of its commencement;

c.        The insolvency of Maker or PRA or application by Maker or PRA for the appointment of, or the appointment of, a trustee, custodian or receiver for part or all of any owned property of Maker or PRA or the making of any assignment for the benefit of creditors by Maker or PRA;

d.       The taking of any judgment against Maker, which judgment is not paid, discharged, stayed or bonded within sixty (60) days from the entry thereof;;

e.        Any material default by Maker, lasting beyond any applicable cure period, under the terms and conditions set forth in the Installment Payment Agreement by and between Maker and Payee dated ________, 2015; or

f.        Maker shall fail to pay any indebtedness owing by Maker to persons other than Payee, including interest and premiums, when due, whether such indebtedness shall become due by scheduled maturity, by required prepayment, by acceleration, by demand or otherwise; or Maker shall fail to perform any term, covenant, or agreement on its part to be performed under any agreement or instrument evidencing, securing or relating to any indebtedness owed by Maker to persons other than Payee when required to be performed;

g.       The sale of any asset of PRA, except in the ordinary course of business, or the transfer of the business of PRA in an arms-length transaction with an unrelated third party, whether by merger, consolidation, stock sale or otherwise, without the prior written consent of Payee;

h.       the sale of greater than fifty percent (50%) of the issued and outstanding shares of PRA in an arms-length transaction with an unrelated third party, in one transaction or a series of transactions, without the prior written consent of Payee; or

i.         Maker’s death.

6.       Costs and Expenses . Maker agrees to pay or reimburse on demand all costs and expenses (including, without limitation reasonable attorneys’ fees and disbursements) reasonably incurred by Payee in endeavoring to collect the indebtedness evidenced hereby.

7.       Waiver . The failure to exercise any right or remedy available to Payee shall not be deemed a waiver of any right or remedy of Payee under this Note, or at law or in equity. No agreement to extend the time for payment of this Note or any installment due hereunder shall operate to release, discharge, modify, or affect the original liability of Maker under this Note, in whole or in part, unless Payee expressly agrees in writing.

8.       No Right to Offset . All payments provided for in this Note shall be paid in full when due, without set-off, deduction, adjustment or charge of any kind.

9.       Maximum Rate of Interest . This Note is subject to the express condition that Maker shall not be obligated to pay interest on the principal balance of this Note at a rate which could subject Payee to civil or criminal liability as a result of being in excess of the maximum rate that Maker is permitted by law to contract for or agree to pay. If, by the terms of this Note, the Maker is at any time required or obligated to pay interest on the principal balance of this Note at a rate in excess of such maximum rate, the rate of interest under this Note shall be deemed to be immediately reduced to such maximum rate and interest payable hereunder shall be computed at such maximum rate, and the portion of all interest in excess of such maximum rate shall be returned to Maker.

10.   Delivery of Financial Information . Maker shall deliver to Payee (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of PRA, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by PRA; and (b) as soon as practicable, but in any event within thirty (30) days after the end of each of the first three (3) quarters of each fiscal year of PRA, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP).

11.   Inspection . Maker shall permit Payee, at Payee’s expense, to visit and inspect the PRA’s properties; examine its books of account and records; and discuss the PRA’s affairs, finances, and accounts with its officers, during normal business hours of PRA as may be reasonably requested by Payee.

12.   Notices . Any notice or other communication required or permitted under this Note shall be in writing and shall be deemed to have been duly given: (i) upon hand delivery; (ii) on the third day following delivery to the U.S. Postal Service as certified or registered mail, return receipt requested and postage prepaid; or (iii) on the first day following delivery to a nationally recognized United States overnight courier service, fee prepaid. Any such notice or communication shall be directed to a party at its address set forth above or at such other address as may be designated by Maker or Payee in a notice given to the other in accordance with the provisions of this Section.

13.   Assignment . Neither this Note nor any of the rights or obligations hereunder may be assigned by Maker, and any attempted assignment is null and void. Payee may freely assign its rights under this Note at any time or may direct that any payments due hereunder shall be made directly to Payee’s designee from time to time. The terms and provisions hereof shall be binding upon and inure to the benefit of Maker and Payee and their respective successors and permitted assigns.

14.   Severability . If any provision of this Note or the application thereof shall for any reason and to any extent, be invalid or unenforceable, then neither the remainder of this Note nor the application of such provision to other persons, entities, or circumstances nor the other documents or instruments referred to herein shall be affected thereby, but rather shall be enforceable to the greatest extent permitted by applicable law.

15.   Governing Law and Venue . This Note shall be governed by the laws of the State of New York without reference to conflicts of law principles. Any legal proceeding regarding this Note shall be brought and enforced in the State or Federal courts in Monroe County, New York. Maker and Payee irrevocably consent to the personal jurisdiction and venue of such courts. Maker and Payee expressly waive any defense of lack of jurisdiction or improper venue to any action brought in such courts.

16.   Waiver of Jury Trial . MAKER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY MAKER MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS NOTE.

[ Signature Page Immediately Follows ]

IN WITNESS WHEREOF, the undersigned has executed and delivered this Note as of the day and year first above written.

STATE OF NEW YORK)

COUNTY OF MONROE) ss.:

On the ___day of __________ in the year 2015, before me, the undersigned, a Notary Public in and for said State, personally appeared Warren A. Peck, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Exhibit A

Amortization Schedule

See attached.

Exhibit 10.3

INSTALLMENT PAYMENT AGREEMENT

THIS INSTALLMENT PAYMENTAGREEMENT ( the “ Agreement ”), is entered into this ______ day of ___________, 2015 by and between Saker Aviation Services, Inc., a New York corporation (“ Seller ”) and Warren Peck, an individual residing in the State of Oklahoma (“ Buyer ”). Capitalized terms not otherwise defined in this Agreement shall have the meaning ascribed to them in that certain Stock Purchase Agreement by and among Seller, Buyer and Phoenix Rising Aviation, Inc., an Oklahoma corporation (“ PRA ”) dated on even date herewith (the “ Stock Purchase Agreement ”).

WHEREAS , the Seller beneficially owns all of the outstanding shares of capital stock of PRA, which is engaged in providing aircraft maintenance, repair and overhaul services at Bartlesville Municipal Airport in Bartlesville, Oklahoma (the “ PRA Business ”);

WHEREAS , simultaneously with the execution of this Agreement, Buyer is acquiring PRA pursuant to and subject to the conditions set forth in the Stock Purchase Agreement; and

WHEREAS , as a condition to the consummation of the transactions set forth in the Stock Purchase Agreement, the Stock Purchase Agreement provides that this Agreement shall be entered into by the parties, pursuant to which Seller shall be eligible to receive certain performance-based payments from Buyer if certain performance conditions are satisfied (the “ Installment Payment Consideration ”) with respect to the PRA Business.

NOW , THEREFORE , in consideration of the foregoing recitals and of the mutual covenants and conditions contained herein and such other consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

“ EBITDA ” means, for any period, PRA’s net income from continuing operations for such period on a stand alone basis, plus PRA’s (i) provisions for taxes based on income for such period, (ii) interest expenses for such period, and (iii) depreciation and amortization of tangible and intangible assets of PRA for such period as determined in accordance with GAAP and subject to the GAAP Exceptions. Further, EBITDA shall be adjusted as described in the last sentence of this definition, and by excluding the effects of, or otherwise taking into account, any and all of the following accounting principles to the extent otherwise included in the determination of earnings from operations:

“ First Year Payment ” means the amount(s) specified in the chart included in the definition of 2015-2016 EBITDA Threshold above.

“ Fifth Year Payment ” means the amount(s) specified in the chart included in the definition of 2019-2020 EBITDA Threshold above.

“ Fourth Year Payment ” means the amount(s) specified in the chart included in the definition of 2018-2019 EBITDA Threshold above.

“ Program Year 2015-2016 ” means the date twelve months after execution of this Agreement, which date shall be the end of a calendar month.

“ Program Year 2016-2017 ” means the date twenty-four months after execution of this Agreement, which date shall be the end of a calendar month.

“ Program Year 2017-2018 ” means the date thirty-six months after execution of this Agreement, which date shall be the end of a calendar month.

“ Program Year 2018-2019 ” means the date forty-eight months after execution of this Agreement, which date shall be the end of a calendar month.

“ Program Year 2019-2020 ” means the date sixty months after execution of this Agreement, which date shall be the end of a calendar month.

“ Program Year 2015-2016 EBITDA ” means the EBITDA of PRA for that Program Year, based on the financial statements of PRA, as determined by Buyer’s independent auditors in their reasonable discretion.

“ Program Year 2016-2017 EBITDA ” means the EBITDA of PRA for that Program Year, based on the financial statements of PRA, as determined by Buyer’s independent auditors in their reasonable discretion.

“ Program Year 2017-2018 EBITDA ” means the EBITDA of PRA for that Program Year, based on the financial statements of PRA, as determined by Buyer’s independent auditors in their reasonable discretion.

“ Program Year 2018-2019 EBITDA ” means the EBITDA of PRA for that Program Year, based on the financial statements of PRA, as determined by Buyer’s independent auditors in their reasonable discretion.

“ Program Year 2019-2020 EBITDA ” means the EBITDA of PRA for that Program Year, based on the financial statements of PRA, as determined by Buyer’s independent auditors in their reasonable discretion.

“ Second Year Payment ” means the amount(s) specified in the chart included in the definition of 2016-2017 EBITDA Threshold above.

“ Third Year Payment ” means the amount(s) specified in the chart included in the definition of 2017-2018 EBITDA Threshold above.

Section 1.2             Generally .

(a) On the terms and subject to the conditions set forth in this Agreement, the Seller shall be eligible to receive the Installment Payment Consideration (as more particularly defined below). Subject to the satisfaction of the conditions set forth herein, the Installment Payment Consideration may consist of five cash payments. The first payment shall be for and measured against the performance of the PRA Business during the Program Year 2015-2016, and it shall be known as the “ First Year Payment .” The second payment shall be for and measured against the performance of the PRA Business during the Program Year 2016-2017, and it shall be known as the “ Second Year Payment ”. The third payment shall be for and measured against the performance of the PRA Business during the Program Year 2017-2018, and it shall be known as the “ Third Year Payment ”. The fourth payment shall be for and measured against the performance of the PRA Business during the Program Year 2018-2019, and it shall be known as the “ Fourth Year Payment ”. The fifth payment shall be for and measured against the performance of the PRA Business during the Program Year 2019-2020, and it shall be known as the “ Fifth Year Payment ” (collectively, the First Year Payment, the Second Year Payment, Third Year Payment, the Fourth Year Payment and the Fifth Year Payment shall comprise the “ Installment Payment Consideration ”). Each payment is intended to be separate from and independent of the other payment. Thus, the Seller need not receive the First Year Payment in order to be eligible to receive the Second Year Payment, Third Year Payment, Fourth Year Payment or Fifth Year Payment. The amount of each payment shall be determined in accordance with Section 1.5 hereof, and no payment shall be made unless the associated conditions to payment are satisfied in accordance with Sections 1.3 hereof.

(b) Buyer shall pay to the Seller (i) the First Year Payment that corresponds to the 2015-2016 EBITDA Threshold attained by PRA as set forth in the table above, and/or (ii) the Second Year Payment that corresponds to the 2016-2017 EBITDA Threshold attained by PRA as set forth in the table above, and/or (iii) the Third Year Payment that corresponds to the 2017-2018 EBITDA Threshold attained by PRA as set forth in the table above, and/or (iv) the Third Year Payment that corresponds to the 2018-2019 EBITDA Threshold attained by PRA as set forth in the table above, and/or (v) the Third Year Payment that corresponds to the 2019-2020 EBITDA Threshold attained by PRA as set forth in the table above.

Section 1.3             Conditions to First Year Payment, Second Year Payment, Third Year Payment, Fourth Year Payment and Fifth Year Payment .

(a) Buyer shall pay to the Seller the First Year Payment if, and only if, the PRA Business as operated by Buyer (or an affiliate thereof), generates EBITDA equal to or in excess of $200,000 during the Program Year 2015-2016.

(b) Buyer shall pay to the Seller the Second Year Payment if, and only if, the PRA Business as operated by Buyer (or an affiliate thereof), generates EBITDA equal to or in excess of $250,000 during the Program Year 2016-2017.

(c) Buyer shall pay to the Seller the Third Year Payment if, and only if, the PRA Business as operated by Buyer (or an affiliate thereof), generates EBITDA equal to or in excess of $250,000 during the Program Year 2017-2018.

(d) Buyer shall pay to the Seller the Fourth Year Payment if, and only if, the PRA Business as operated by Buyer (or an affiliate thereof), generates EBITDA equal to or in excess of $100,000 during the Program Year 2018-2019.

(e) Buyer shall pay to the Seller the Third Year Payment if, and only if, the PRA Business as operated by Buyer (or an affiliate thereof), generates EBITDA equal to or in excess of $100,000 during the Program Year 2019-2020.

(f) Buyer acknowledge and agrees that if (i) there is a sale of any asset of PRA Business, except in the ordinary course of business, (ii) there is a transfer of the PRA Business in an arms-length transaction with an unrelated third party, whether by merger, consolidation, stock sale or otherwise, or (iii) there is a sale of greater than fifty percent (50%) of the issued and outstanding shares of PRA in an arms-length transaction with an unrelated third party, in one transaction or a series of transactions during the term of this Agreement, then Buyer shall owe Seller payments in the aggregate amount of One Million Dollars and 00/100 ($1,000,000). If any of the aforementioned events occur after Buyer has already made payments hereunder, any such prior payments shall be deducted from the $1,000,000 and the balance shall be paid to Seller with ten (10) days of the closing of any such transaction.

Section 1.4             Calculation and Payment of Installment Payment Consideration .

(a) Within a period of ten (10) calendar days following Buyer’s receipt of final financial statements for PRA for Program Years 2015-2016, 2016-2017, 2017-2018, 2018-2019 and 2019-2020 (which shall be prepared not more than one hundred twenty (120) days following the end of such program year), Buyer will deliver to Seller (i) a written calculation (together with detailed supporting documentation) of the EBITDA for each such program year, and (ii) a statement as to whether the Seller is entitled to the First Year Payment, Second Year Payment, Third Year Payment, Fourth Year Payment or Fifth Year Payment, as applicable. If Buyer determines that any payment is due hereunder, each such payment shall be made within thirty (30) days of the delivery of the calculation of such payment to the Seller. When payments are due hereunder, in each case, Buyer shall make the payment to the Seller by issuing a check in the payment amount. If any payment date hereunder falls on a day that is a Saturday, Sunday or holiday on which Buyer is closed, such payment shall be due on the next day on which Buyer is open for business.

(b) The Seller shall have thirty (30) days from delivery of the written calculations under Section 1.4(a) to dispute the calculations from Buyer. Thereafter, ff Buyer and the Seller are unable to resolve any disagreement as to any amount calculated, then the amounts in dispute shall be referred to ___________ (the “ Independent Accountant ”) for final arbitration within forty-five (45) calendar days after submitting the matter to the Independent Accountant, which arbitration shall be final and binding on each of Buyer and the Seller. The Independent Accountant shall act as an arbitrator to determine, based solely on the standards set forth in this Agreement and on written presentations by Buyer and the Seller, and not by independent review, only those amounts still in dispute. The fees and expenses of the Independent Accountant shall be shared equally between Buyer and the Seller. Any determination of the Independent Accountant pursuant to this Section may be entered into and enforced in any court of competent jurisdiction.

Article II.  

ADDITIONAL COVENANTS AND ACKNOWLEDGMENTS

Section 2.1 Commercially Reasonable Efforts . In consideration of the opportunity pursuant to this Agreement to earn the Installment Payment Consideration, Seller agrees to use commercially reasonable efforts to promote the interests of Buyer and the PRA Business during the periods of time covered by this Agreement. Buyer agrees that they will use commercially reasonable efforts to promote the interests and EBITDA of the PRA Business and in carrying out its obligations under this Agreement. In this regard, Buyer shall ensure that the PRA Business has adequate working capital and other resources necessary to carry on the business and affairs consistent with past practice in the ordinary course of business throughout Program Years 2015-2016, 2016-2017, 2017-2018, 2018-2019 and 2019-2020.

Section 2.2 Covenants of Buyer as to Operation During Installment Payment Periods.

(a)   Buyer will maintain the PRA Business as a separate enterprise within their corporate structure;

(b)   Buyer will provide sufficient working capital for operation of the PRA Business throughout all Program Years; and

(c)   Buyer shall utilize reasonable commercial efforts to maintain key employees of PRA throughout the Program Years.

Article III.  

GENERAL PROVISIONS

Section 3.1 Amendment and Waiver . Only a writing executed by each of the parties hereto may amend this Agreement. No waiver of compliance with any provision or condition hereof, and no consent provided for herein, will be effective unless evidenced by an instrument in writing duly executed by the party sought to be charged therewith. No failure on the part of any party to exercise, and no delay in exercising, any of its rights hereunder will operate as a waiver thereof, nor will any single or partial exercise by any party of any right preclude any other or future exercise thereof or the exercise of any other right.

Section 3.2 Assignment . No party will assign or attempt to assign any of its rights or obligations under this Agreement without the prior written consent of each of the other parties hereto and any attempted assignment will be null and void; provided , however , that without such consent, but upon notice to Seller, Buyer may assign all of its rights and obligations hereunder to any subsidiary of Buyer so designated by Buyer, it being agreed that such assignment will not relieve Buyer from its obligations hereunder.

Section 3.3 Notices, Etc . Each notice, report, demand, waiver, consent and other communication required or permitted to be given hereunder will be in writing and will be sent in accordance with Section 12.6 of the Stock Purchase Agreement.

Section 3.4 Binding Effect . Subject to the provisions of Section 3.2, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. This Agreement creates no rights of any nature in any Person not a party hereto.

Section 3.5 Governing Law . This Agreement will be governed by and construed in accordance with the Laws of the State of New York without regard to its principles of conflicts of laws. The parties agree that the sole and exclusive forum for any Claim related to this Agreement, the interpretation or construction hereof and the transactions contemplated hereby will be the Supreme Court of and for the County of Osage, State of Oklahoma. Each party unconditionally and irrevocably agrees not to bring any Claim in any other forum and not to plead or otherwise attempt to defeat the trial of such a matter in such court whether by asserting that such court is an inconvenient forum, lacks jurisdiction (personal or other) or otherwise. Each party hereby waives the right to a trial by jury.

Section 3.6 Entire Agreement . This Agreement sets forth the entire understanding of the parties, and supersedes any and all prior agreements, arrangements and understandings, written or oral, relating to the subject matter hereof.

Section 3.7 Headings; Counterparts . The headings of this Agreement are for convenience of reference only and do not form a part hereof and do not in any way modify, interpret or construe the intention of the parties. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. The parties agree that facsimile copies of signatures will be deemed originals for all purposes hereof and that a party may produce such copies, without the need to produce original signatures, to prove the existence of this Agreement in any proceeding brought hereunder.

Section 3.8 Independent Counsel; Seller Taxes. The parties state that they have carefully read this Agreement, know its contents, and freely and voluntarily agree to all of its terms and conditions. Each party acknowledges that it has been represented by independent legal counsel of its choice throughout all the negotiations that preceded the execution of this Agreement, and this Agreement has been executed with the consent and upon the advice of such independent legal counsel. Each party shall bear its own legal fees incurred as a result of the preparation, review and negotiation of this Agreement. Seller shall be responsible for all taxes incurred by Seller as a result of this Agreement and Buyer shall not be required to withhold any payments made hereunder except as may be required by law.

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IN WITNESS WHEREOF , the parties have duly executed this Agreement on the date first written above.