The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

1.   Definitions

2.   Sale

3.   Purchase Price; Deposit; Purchase Price Adjustment

4.   Inspection of Aircraft; Value at Closing; Delivery Condition; Deregistration; Export

5.   Representations and Warranties of Seller

(a)   Organization, Etc.

(b)   Organizational Authorization

(c)   No Violation

(d)   Approvals

(e)   Valid and Binding Agreements

(f)   Litigation

(g)   Encumbrances

(h)   Brokers’ Fees

(i) Title to Interests

(j) Operation

6.   Disclaimer

7.   Representations and Warranties of Buyer

(a)   Organization, Etc.

(b)   Authorization

(c)   No Violation

(d)   Approvals

(e)   Valid and Binding Agreements

(f)   Litigation

(g)   Broker’s Fees

8.   Conditions Precedent to the Obligations of Seller

(a)   Purchase Price

(b)   Due Authorization, Execution and Delivery

(c)   Representations and Warranties

(d)   Additional Information

(e)   Illegality

(f)   No Proceedings

(g)   Delivery Location

(h)   Approvals, Consents and Notices

(i) Insurance

The purchase price for the Aircraft shall be in the amount and allocated (as applicable) as set forth on Schedule 2 hereto (collectively and individually, the “Purchase Price”).

Buyer has previously paid to Seller a security deposit in the amount and allocation (as applicable) as set forth on Schedule 2 hereto (the “ Deposit ”) which shall be non-refundable to Buyer unless any of the following events occur:

Seller fails to deliver the Aircraft to Buyer on or before the Final Closing Date;

the Aircraft suffers an Event of Loss or Material Damage between the time of Technical Acceptance and Delivery. “Material damage” shall mean any damage 1) exceeding $100,000 in the total amount; 2) affecting the current non-incident statement; or 3) preventing Buyer from ferrying the Aircraft to the U.S.A. (Buyer shall negotiate in good faith with Seller to resolve concerns over any material damage to the Aircraft before requesting termination of the Purchase Agreement and return of the Deposit.);

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

Buyer’s or Seller’s material breach of this Agreement;

Buyer does not issue the Certificate of Technical Acceptance to Seller; or

Seller’s inability to satisfy the Conditions Precedent listed in Section 9 of this Agreement, save where such failure is as a result of Buyer’s breach of the Purchase Agreement.

Prior to Closing, Seller shall provide an original undated signed bill of sale in the form shown on Exhibit C, and Buyer shall provide an original undated signed delivery receipt for the Aircraft in the form shown on Exhibit A, to an escrow agent designated by Buyer, and reasonably acceptable to Seller, to be held by such escrow agent until Seller gives notice that the full Purchase Price has been received by Seller. Said bill of sale shall be delivered (and shall only be delivered) to Buyer by the escrow agent upon receiving Seller’s email confirmation of receipt of the full Purchase Price in cleared funds in Seller’s bank account, which confirmation Seller shall provide immediately upon receiving the Purchase Price.

At Closing, Buyer shall deliver to Seller an amount equal to the Purchase Price (less the Deposit), in immediately available funds, by wire transfer to the following account:

Buyer shall have the opportunity to perform inspections of the Aircraft and Aircraft Documents prior to Closing at *          *              *                      *              (“ Inspection ”). Buyer shall be entitled to perform a general inspection of the Aircraft, including (i) a physical “walk around” inspection of the Aircraft interiors and exteriors; (ii) review of the engine borescopes and engine performance checks and (iii) an inspection of all Aircraft Documents relating to such Aircraft. Upon Buyer’s confirmation that the Aircraft and Aircraft Documents are in a condition required by this Agreement and as otherwise acceptable to Buyer, Buyer shall execute and deliver to Seller the Certificate of Technical Acceptance.

Seller shall provide to Buyer at the time of delivery all Aircraft records, including but not limited to, the following current documentation: (i) updated disk sheets, and (ii) non-incident statement(s) and non-PMA/DER statement(s), all in the form presented to Buyer in connection with the Inspection.

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

At Closing, the Aircraft (including the Aircraft Documents) shall be delivered to Buyer in “as-is” “where-is” basis. Seller makes no warranties, guarantees or representations of any kind, either express or implied, statutory or otherwise, as to the condition of the Aircraft.

The export and re importation of the Aircraft under this Agreement are subject to the export laws of the State of Registration. Buyer shall be responsible for the post-closing exportation process required for the Aircraft, including any and all costs associated therewith.

Organization, Etc . Seller is duly organized, validly existing and in good standing under the laws of *                              *      *              with all requisite organizational power and authority to own, participate in or hold under lease its properties and enter into and perform its obligations under this Agreement and the Transfer Documents to which Seller is or will be a party (collectively, the “ Seller Agreements ”);

Organizational Authorization . Seller has taken, or caused to be taken, all necessary organizational action (including, without limitation, the obtaining of any consent or approval of any of its board of directors or committee thereof or any officers required by its charter documents or other organizational agreements) to authorize the execution and delivery of this Agreement and each of the Seller Agreements and the performance of its obligations hereunder and thereunder;

No Violation . The execution and delivery by Seller of this Agreement and the Seller Agreements, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller on the date hereof and on the Closing Date of the transactions contemplated hereby and thereby, do not and will not (i) violate or contravene any provision of the charter documents or other organizational agreements of Seller, (ii) violate or contravene any law applicable to or binding on Seller or (iii) violate, contravene or constitute any default under, or result in the creation of any lien upon, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, lease, loan or other material agreement, instrument or document to which Seller is a party or by which Seller or any of its properties is or may be bound or affected;

Approvals . The execution and delivery by Seller of this Agreement and the Seller Agreements, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller on the Closing Date of the transactions contemplated hereby or thereby do not and will not require the consent, approval or authorization of, or the giving of notice to, or the registration with, or the recording or filing of any documents with, or the taking of any other action in respect of any Government Entity;

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

Valid and Binding Agreements . This Agreement has, and the Seller Agreements have been or as of the Closing Date will have been, duly authorized, executed and delivered by Seller and, assuming the due authorization, execution and delivery by the other party or parties thereto, this Agreement and, as of the Closing Date, the Seller Agreements constitute the legal, valid and binding obligations of Seller and are enforceable against Seller in accordance with the respective terms thereof, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting the rights of creditors generally and general principles of equity, whether considered in a proceeding at law or in equity;

Litigation . There are no pending or, or to the knowledge of Seller, threatened actions or proceedings against Seller before any court, administrative agency or tribunal which, if determined adversely to Seller, would prohibit or materially adversely affect the ability of Seller to perform its obligations under this Agreement or the Seller Agreements;

Encumbranccs . Seller has not previously sold, assigned, encumbered, transferred or conveyed and, except as contemplated hereby, has no obligation to sell, assign, encumber, transfer or convey, any of its right, title or interest in, to or under the Aircraft;

Brokers’ Fees . Buyer shall not be liable for the fees of any broker or other Person acting on Seller’s behalf in connection with the transactions contemplated hereby;

Title to Interests . Seller is the sole owner of the Aircraft and has good title thereto, free and clear of any and all Liens. At Closing, such title shall be transferred to Buyer free and clear of all Liens.

Organization, Etc . Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of North Carolina, U.S.A., and has the power and authority to own, participate in or hold under lease its properties and to enter into and perform its obligations under this Agreement and the Transfer Documents to which Buyer is a party (collectively, the “ Buyer Agreements ”);.

Authorization . Buyer has taken, or caused to be taken, all necessary action (including, without limitation, the obtaining of any consent or approval of its members required by its certificate of formation or limited liability company agreement) to authorize the execution and delivery of this Agreement and each of the Buyer Agreements, as the case may be, and the performance of its obligations hereunder and thereunder;

No Violation . The execution and delivery by Buyer of this Agreement and the Buyer Agreements, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer on the Closing Date of the transactions contemplated hereby and thereby, do not and will not (i) violate or contravene any provision of the certificate of formation, limited liability company agreement, other charter documents or other organizational agreements of Buyer, (ii) violate or contravene any law applicable to or binding on Buyer or (iii) violate, contravene or constitute any default under, or result in the creation of any lien upon, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, lease, loan or other material agreement, instrument or document to which Buyer is a party or by which Buyer or any of its properties is or may be bound or affected;

Approvals . The execution and delivery by Buyer of this Agreement and the Buyer Agreements, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer on the Closing Date of the transactions contemplated hereby and thereby do not and will not require the consent, approval or authorization of, or the giving of notice to, or the registration with, or the recording or filing of any documents with, or the taking of any other action in respect of, (i) any trustee or other holder of any debt of Buyer and (ii) any Government Entity;

Valid and Binding Agreements . This Agreement has been and the Buyer Agreements have been or as of the Closing Date will have been duly authorized, executed and delivered by Buyer and, assuming the due authorization, execution and delivery by the other party or parties thereto, this Agreement and, as of the Closing Date, the Buyer Agreements constitute the legal, valid and binding obligations of Buyer and are enforceable against Buyer in accordance with the respective terms thereof, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting the rights of creditors generally and general principles of equity, whether considered in a proceeding at law or in equity;

Litigation . There are no pending or, to the knowledge of Buyer, threatened actions or proceedings against Buyer before any court, administrative agency or tribunal which, if determined adversely to Buyer would materially adversely affect the ability of Buyer to perform its obligations under this Agreement or the Buyer Agreements; and

Broker’s Fees . Seller shall not be liable for the fees of any broker or other person acting on Buyer’s behalf in connection with the transactions contemplated hereby.

Purchase Price . Seller shall have received the Purchase Price via wire transfer to Seller’s account as specified in Section 3;

Due Authorization, Execution and Delivery . This Agreement and each other Transfer Document shall have been duly authorized, executed and delivered by each party thereto other than Seller;

Representations and Warranties . The representations and warranties of Buyer contained herein and in any other Buyer Agreements shall be true and correct as of Closing in all material respects;

Additional Information . Seller shall have received such other documents and evidence with respect to Buyer as Seller may reasonably request in order to establish the authority of Buyer to consummate the transactions contemplated by this Agreement and the other Transfer Documents on such date, the taking by Buyer of all appropriate action in connection therewith and compliance by Buyer with the conditions set forth in this Agreement on such date;

Illegality . The performance on such date of the transactions contemplated hereby, upon the terms and conditions set forth herein, shall not, in the reasonable judgment of Seller, violate, and shall not subject Seller to any penalty or liability under, any law, rule or regulation binding upon Seller;

No Proceedings . No legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement or the transactions contemplated hereby;

Delivery Location . The Aircraft shall be located at the agreed Delivery Location;

Approvals, Consents and Notices . All approvals and consents of, or notices to, any Governmental Entity, any trustee or holder of any indebtedness or obligation of the Seller or any other person, which are required in connection with the transaction contemplated by this Agreement shall have been duly obtained, given or accomplished; and

Insurance . Seller shall have received the insurance certificate specified in Section 12(h).

Due Authorization. Execution and Delivery . This Agreement and each other Transfer Document shall have been duly authorized, executed and delivered by each party thereto other than Buyer;

Representations and Warranties . The representations and warranties of Seller contained in the Transfer Documents shall be true and correct as of the Closing Date in all material respects;

Additional Information . Buyer shall have received such other documents and evidence with respect to Seller as Buyer may reasonably request in order to establish the authority of Seller to consummate the transactions contemplated by this Agreement and other Transfer Documents on such date, the taking by Seller of all appropriate corporate action in connection therewith and compliance by Seller with the conditions set forth in the Transfer Documents on such date;

Illegality . The performance of the transactions contemplated hereby, upon the terms and conditions set forth herein, shall not, in the reasonable judgment of Buyer, violate, and shall not subject any Buyer to any penalty or liability under, any law, rule or regulation binding upon such Buyer;

No Proceedings . No legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement or the transactions contemplated hereby;

Delivery Location . The Aircraft shall be located at the agreed Delivery Location;

Material Damage . No Material Damage (as defined in Section 3) or an Event of Loss with respect to the Aircraft shall have occurred;

Liens . The Aircraft shall be free and clear of all Liens;

Buyer’s Obligations regarding Taxes . Buyer hereby agrees promptly to pay and indemnify each Seller Indemnitee from and against any and all Taxes payable in connection with the sale, transfer and delivery by Seller to Buyer of the Aircraft or in connection with any other transaction to occur on or after the Closing expressly contemplated hereby. The foregoing shall expressly exclude any liability for Taxes on or based on or measured by the gross or net income of Seller or capital gains of Seller or Taxes imposed by a taxing authority in a jurisdiction that would not have been imposed but for the business activity (other than the transactions contemplated hereby) or tax residence of Seller in such jurisdiction. The parties agree to cooperate in takingactions to minimize or eliminate Taxes in connection with this transaction.

Seller’s Indemnity . Seller hereby covenants and agrees that it will pay and assume liability for, and indemnify, protect, defend, save and keep harmless each Buyer Indemnitee from and against, any and all liabilities, Taxes, obligations, losses, damages, settlements, claims, actions, suits, penalties, costs and expenses (including, without limitation, reasonable fees and expenses of counsel) of whatsoever kind and nature which may at any time or from time to time be imposed upon, incurred by or asserted against any Buyer Indemnitee in any way relating to, resulting from or arising out of (i) any inaccuracy or breach of any representation or warranty made by Seller under this Agreement or any Seller Agreements, (ii) any failure by Seller to have observed or performed any of its obligations under or in connection with this Agreement or any Seller Agreements, or (iii) any claims made after Closing, solely to the extent any such claim is attributable to (A) the gross negligence or willful misconduct of Seller and occurring prior to Closing, or (B) the existence of any Liens on the Aircraft attributable to the period occurring prior to Closing.

Buyer’s Indemnity . Buyer hereby covenants and agrees upon demand of Seller to pay and assume liability for, and indemnify, protect, defend, save and keep harmless each Seller Indemnitee from and against, any and all liabilities, Taxes, fees, obligations, losses, damages, settlements, claims, actions, suits, penalties, costs and expenses (including, without limitation, reasonable fees and expenses of counsel) of whatsoever kind and nature which may at any time or from time to time be imposed upon, incurred by or asserted against any Seller Indemnitee in any way relating to, resulting from or arising out of (i) any inaccuracy or breach of any representation or warranty made by Buyer under this Agreement or any Buyer Agreements, (ii) any failure by Buyer to have observed or performed any of its obligations under or in connection with this Agreement or any Buyer Agreements in respect of or to the extent attributable to the period from and after Closing, or (iii) any claims made after Closing, solely to the extent such claim is not attributable (A) to the period occurring prior to Closing or (B) to Seller’s failure to perform its obligations under this Agreement or the Seller Agreements.

Withholding . If any Tax is required by law to be deducted or withheld from or with respect to any amount paid or payable by Buyer or the Seller pursuant to this Agreement (the “ Paying Party ”) to the other party hereto (the “ Receiving Party ”), then the Paying Party shall pay such additional amount as shall be necessary to enable the Receiving Party to receive, after all such withholding (including any withholding from or with respect to such additional amount), the amount that the Receiving Party would have received if such deduction or withholding had not been made.

Contest Resolution . If a claim is made by any tax authority against a party hereto (the “ taxed party ”) with respect to any Tax of which another party (the “ indemnifying party ”) is obligated to indemnify under this Section 12, the taxed party shall promptly notify the indemnifying party of such claim; provided, however, that the failure to give such notice will not prejudice or otherwise affect any of the rights of the taxed party hereunder unless such failure materially and adversely affects the indemnifying party in exercising its contest rights hereunder or to the extent such failure results in any increase in, or fine or penalty with respect to, any amounts claimed to be payable by the indemnifying party to the taxed party pursuant to this Section 12. If reasonably requested by the indemnifying party in writing, the taxed party shall (at the expense and direction of the indemnifying party) contest in the name of the taxed party or indemnifying party (as applicable), the validity, applicability or amount of such Taxes so indemnified by (i) if permitted by applicable law without adverse consequences to the taxed party, resisting payment thereof, (ii) paying under protest, if protest is necessary or proper, and (iii) if payment be made, using reasonable commercial efforts to obtain a refund thereof in appropriate administrative and judicial proceedings. If the taxed party becomes eligible for a refund of any Taxes paid by the indemnifying party, it shall notify the indemnifying party and, if reasonably requested by the indemnifying party and permissible under applicable law, the taxed party shall consider in good faith any request by the indemnifying party to assign such right to the indemnifying party. Should the taxed party obtain a refund of all or any part of the Taxes paid by the indemnifying party, the taxed party shall pay the indemnifying party the amount of such refund, plus, any interest thereon (net of any taxes imposed on such interest) obtained by the taxed party from the taxing authority if fairly attributable to such Taxes.

Cooperation . Seller and Buyer shall reasonably cooperate so as to minimize any potential tax risk to Buyer or Seller as a result of the transactions contemplated hereby. Seller and Buyer shall provide one another with such assistance as may reasonably be required in connection with the preparation of any tax return, any audit or other examination by any taxing authority, or any judicial or administrative proceedings relating to liability for Taxes arising from the transactions contemplated by this Agreement, and shall provide one another upon written request with any records or information that are relevant to such Tax return, audit or examination or proceedings. The party requesting assistance, records or information under the preceding sentence shall reimburse the other for reasonable out-of-pocket expenses incurred by the other in providing such assistance, records or information.

Notice of Claims . Seller and Buyer agree to provide written notification to the other party promptly after becoming aware of any liability, obligation or claim, whether pending or threatened, that is the subject of indemnification pursuant to this Section 12; unless the failure to provide such notification would not materially and adversely affect the indemnifying party in exercising its contest rights hereunder or result in any increase in, or fine or penalty with respect to, any amounts claimed to be payable by the indemnifying party to the other party pursuant to this Section 12, provided, that the failure by either party to so notify the other party will not in any manner affect either party’s other obligations under this Section 12.

Insurance . For the earlier of a period of two years after the purchase of the Aircraft or the dismantling of the Aircraft, or the airframe or engine, Buyer shall, or shall cause any subsequent buyer or operator to, at its own cost and expense, maintain and keep in full force and effect an insurance policy(ies) for the Aircraft and Engines providing $10,000,000 of aviation products liability coverage, except in the event that any Engine is returned to service, in which event $500,000,000 of aviation general liability coverage shall be provided with respect to such Engine. Aviation General Liability insurance covering Buyer’s or any operator’s aviation activities shall include Premises Liability, Contractual Liability, Products Liability, War Risks Liability, and including Extended Coverage Endorsement (Aviation Liabilities) AVN52 or equivalent covering War and Allied Perils excluded by War, Hijacking and Other Perils Exclusion Clause AVN48B or any modification or substitution thereof for the time in force. Such policies shall be carried with insurers reasonably acceptable to Seller. Such insurance shall include the Seller and any other Seller Indemnitees as Additional Insureds. Such policies shall include a Waiver of Subrogation Clause, Breach of Warranty Clause, and Severability of Interest Clause in favor of the Additional Insureds. Buyer shall furnish an insurance certificate evidencing the same at Closing, and, upon Seller’s request, at the expiration of an existing certificate.

Notices .

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

Confidentiality .

Each party hereto shall keep strictly confidential any and all Confidential Information furnished to it or to its Affiliates, or their respective officers, employees, agents, directors or advisers (collectively, “Representatives” ) in the course of negotiations relating to this Agreement or any transaction contemplated by this Agreement, and the business and financial reviews and investigation conducted by any party hereto in connection with this Agreement, and each such party has instructed its Representatives having access to such Confidential Information of such obligation of confidentiality. The obligations of confidentiality set forth herein shall not apply to information to the limited extent (v) it is contained in a Transfer Document that is publicly filed as contemplated hereby; (w) it is required to be disclosed by any Governmental Entity or required to be disclosed by applicable law or administrative proceeding, (x) for which a party has received a subpoena or similar demand (provided that such party shall to the extent permitted by applicable law first, as promptly as practicable upon receipt of such subpoena or demand, furnish a copy thereof to the other party), (y) that such information is generally available to the public or in the possession of the receiving party before its disclosure by the disclosing party to the receiving party or (z) that it is given to the receiving party by another Person other than in breach of obligations of confidentiality owed by such Person to the disclosing party. Notwithstanding the foregoing, each party acknowledges and agrees that any party may disclose Confidential Information to (A) regulators, (B) such party’s counsel, Affiliates, beneficiaries, hedging arrangement providers, insurance brokers and providers, reinsurers and auditors provided that such recipients maintain the confidentiality of the Confidential Information and (C) prospective transferees and lenders who agree to keep such Confidential Information confidential.

Notwithstanding anything herein to the contrary, any party to this Agreement (and any Representative) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure; provided, however, that such disclosure may not be made to the extent required to be kept confidential to comply with any applicable federal or state securities laws.

Limitation of Liability of Any Party . THE PARTIES ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NO PARTY SHALL BE LIABLE TO ANOTHER PARTY TO THIS AGREEMENT OR ASSERT A CLAIM FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OR THEORY OF ANY UNDERLYING CAUSE OF ACTION THAT MIGHT OTHERWISE APPLY.

Headings . Headings used herein are for convenience only and shall not in any way affect the construction of, or be taken into consideration in interpreting, this Agreement.

References . Any reference to a specific Section or Section number shall be interpreted as a reference to that Section of this Agreement unless otherwise expressly provided.

Governing Law; Jurisdiction; Attorney Fees . This Agreement and any other Transfer Documents shall in all respects be governed by, and construed in accordance with, the laws of the State of New York, U.S.A., including all matters of construction, validity and performance, without giving effect to principles of conflicts of law. The federal courts located in the State of New York shall serve as the exclusive forum for any such dispute and the parties irrevocably consent to the jurisdiction of such courts. In the event of a dispute between the parties, the prevailing party shall be entitled to reasonable attorney fees and costs.

Severability . If any provision hereof should be held invalid, illegal or unenforceable in any respect in any jurisdiction, then, to the fullest extent permitted by law, (i) all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be construed in order to carry out the intentions of the parties hereto as nearly as may be possible, and (ii) such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of such provision in any other jurisdiction.

Amendments in Writing . No amendment, modification, waiver, termination or discharge of any provision of this Agreement, or any consent to any departure by Seller or Buyer from any provision hereof, shall in any event be effective unless the same shall be in writing and signed by Seller and Buyer, and each such amendment, modification, waiver, termination or discharge shall be effective only in the specific instance and for the specific purpose for which given.

Survival . Notwithstanding anything contained herein to the contrary, all agreements, indemnities, representations and warranties contained in this Agreement shall survive the Closing Date and the consummation of the transactions contemplated hereby for such date.

Expenses . Each of Seller and Buyer shall be responsible for its own costs and expenses incurred in connection with the negotiation, preparation, execution and delivery of this Agreement and the Transfer Documents, and shall not have any right of reimbursement or indemnity for such costs and expenses as against the Buyer or Seller, respectively. Notwithstanding anything to the contrary, Buyer shall be responsible for any cost associated with the registration of the transfer of title in the State of Registration including any special aviation counsel fees. [Subject to review by *                      counsel.]

Execution in Counterparts; Signatures . This Agreement, the other Transfer Documents and any amendments, waivers or consents hereto or thereto may be executed by Seller and Buyer in separate counterparts (or upon separate signature pages bound together into one or more counterparts), each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute one and the same instrument. Promptly upon Closing, each Party shall provide executed originals of this Agreement and the Transaction Documents, as applicable, to the other Party. Nevertheless, facsimile and PDF copy signatures shall also be treated as original signatures for all purposes.

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

Entire Agreement . This Agreement and the other Transfer Documents constitute the entire agreement of Seller and Buyer with respect to the subject matter hereof or thereof, and all prior or contemporaneous understandings or agreements, whether written or oral, between Seller and Buyer with respect to such subject matter are hereby superseded in their entirety. In the event of a conflict between this Agreement and any other Transfer Document, the terms and conditions of this Agreement shall govern.

Exhibits and Schedules . The exhibits and schedules attached hereto are incorporated by reference herein and shall have the same force and effect with respect to the provisions set forth therein as though fully set forth in this Agreement.

Successors and Assigns . This Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by Seller and Buyer, and their respective successors and assigns.

No Third Party Benefit . Seller and Buyer agree that except as provided in Section 12 with respect to Seller Indemnitees and Buyer Indemnitees, the provisions of this Agreement, including, without limitation, Section 2, are for the sole benefit of Seller and Buyer and their respective successors and assigns, and are not for the benefit, directly or indirectly, of any other Person.

Assignment . Neither party shall assign or delegate this Agreement, or any of its rights or obligations hereunder, without the prior written consent of the other party.

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

Unless the context otherwise indicates, any reference in this Agreement to:

a “part” means any engine, module, component, instrument, furnishing, control, appliance, accessory, reverser, nacelle, equipment or other item or equipment of any kind whether similar to any of the foregoing or not;

a “regulation” includes any present or future directive, regulation, request or requirement (in each case whether or not having the force of law) but, if not having the force of law, the compliance with which is in accordance with the general practice of the persons to whom it is addressed;

any “agreement”, “license” or other document includes any agreement, license or other instrument as varied, novated, amended or replaced from time to time (but without prejudice to any restrictions on such variation, novation, amendment or replacement);

the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and shall not be limited to the particular clause in which the relevant expressions appear and the expressions “thereof”, “therein” and similar expressions shall be construed in like fashion;

references to any statute or other legislative provision shall be read to include any statutory or legislative modification or re-enactment thereof or any substitution therefor;

references to a party shall be read to include its successors and permitted assigns;

a Clause or Schedule shall be construed as a reference to a clause hereof or a schedule hereto;

a word importing the singular number shall be construed so as to include the plural and vice versa;

the expression “in writing” includes by facsimile or e-mail; and

the index, clause and sub-clause headings in this Agreement (including their use in cross references) are for ease of reference only and shall not affect the interpretation of this Agreement.

In this Agreement, the following terms have the following meanings:

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

Copies of original Certificates delivered by the Manufacturer, such as:

Copies of original Documents delivered by the Manufacturer, such as:

Letters signed and stamped by Quality Assurance:

Current aircraft hours and cycles

Current engines hours and cycles, including LLP Disk Sheets

Accident and Incident report

Summary of Maintenance Program

AD compliance

Life-limited Parts status and traceability

AD compliance report

Engine Modification / service bulletin /inspection report and applicable forms

Last heavy maintenance records for each module

Engine log books

Engine removal history

Last 3 months’ trend monitoring reports

APU status (FH, FC, limits)

Life-limited Part status and traceability

AD compliance report

Modification status

Last heavy maintenance documents

APU log books

Last test cell report

Aircraft component inventory

Hard time component inventory

Landing Gear status with last Overhaul and life-limited Part status

AD compliance report

Modification status

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

Buyer has inspected the Aircraft in accordance with the provisions of Section 4 of the Agreement at [insert inspection location] and the Aircraft and found the Aircraft to be satisfactory; and

Buyer has received and inspected all of the Aircraft Documents and found them to be complete and satisfactory.

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

Definitions and Interpretation

In this Agreement the following words shall have the following meanings unless the context otherwise requires:

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3                

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

Sale of Engine

Delivery, Acceptance, Title and Risk

Seller will deliver the Engine in serviceable condition, subject to the terms and conditions of this Agreement, to Buyer at the Delivery Location. Buyer confirms that he will ship the Engine from the Delivery Location to *      *          *              within ten (10) days from Delivery.

On the Delivery Date, and subject to the terms and conditions of this Agreement, the parties shall close the transaction in the following manner:

Buyer shall pay or have paid to Seller the Purchase Price relating to that Engine; and

Seller shall deliver to Buyer the Engine in serviceable condition; and

Buyer shall execute and deliver to Seller an Acceptance Certificate in respect of that Engine.

Immediately upon receipt by Seller of the Acceptance Certificate and the Purchase Price, Seller shall release to Buyer the Bill of Sale in respect of the Engine. Upon delivery of the Bill of Sale, title to the Engine shall be transferred from Seller to Buyer.

Buyer or its representatives may, at its own cost inspect and verify the condition of the Engine and the Engine Documents at the Delivery Location or any other location mutually agreed upon.

Upon completion of the closing under Section 3.2, risk of damage to or loss of the Engine shall pass from Seller to Buyer.

In the event between the date of signing of this Agreement and Delivery, the Engine suffers an Event of Loss, then Seller shall promptly notify Buyer of such damage and with effect from the date of such Event of Loss, neither Party shall have any further obligations under this Agreement with respect to the Engine, except that any property transferred or payments received by either Party shall be returned to the other Party with respect to the particular Engine. “Event of Loss” means any of the following events:

the loss of the Engine due to theft or disappearance for a period of at least thirty (30) days, destruction, damage beyond repair or rendition of the Engine permanently unfit for normal use for any reason whatsoever; or

the receipt of insurance proceeds based upon an event of loss with respect to the Engine under any insurance policy pertaining thereto; or

the condemnation, confiscation or seizure of, or requisition or loss of title to, or use for a period in excess of thirty (30) days of the Engine; or

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4                

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

unrepaired damage to the Engine in which the costs of repair exceeds 20% (twenty percent) of the Purchase Price.

In the event between the date of signing of this Agreement and Delivery, the Engine suffers damage which does not constitute an Event of Loss, Seller shall promptly notify Buyer of such damage and the Parties shall jointly determine, each Party acting reasonably, as soon as reasonably practicable whether such damage can be repaired in a manner satisfactory to Buyer prior to the Delivery Date. If the Parties agree that such damage can be so repaired and Seller elects to do so prior to the Delivery Date, Seller shall procure the repair of such damage as soon as reasonably practicable and if Buyer or Seller determines that such damage cannot be satisfactorily repaired, or Seller determines that it will not elect to repair the Engine by the Delivery Date, the Party making such determination shall immediately notify the other Party, in writing, whereupon neither Party shall have any further obligation or liability to the other under this Agreement with respect to the Engine, except that any property transferred or payments received by either Party shall be returned to the other Party with respect to the particular Engine as if this Agreement had never been formed.

Payments

All payments to be made by Buyer to Seller under this Agreement shall be made in immediately available funds by telegraphic transfer in Dollars to the following account of Seller:

Buyer shall pay to Seller the Purchase Price in respect of the Engine before Delivery.

Conditions precedent

The obligation of Seller to sell the Engine to Buyer is subject to the following conditions being fulfilled to the satisfaction of Seller on or prior to the Delivery Date of an Engine:

a resolution of Buyer approving the terms of, and the transactions contemplated by this Agreement; and

the relevant power, or powers of attorney (If applicable) authorising a specified person or persons to execute this Agreement and the Acceptance Certificate.

The parties having agreed upon the terms for lease of the Engine for a minimum period of 12-months following arrival of the Engine in *      *      in accordance with Clause 3.1 above.

Completion of VAT tax forms and related documents reasonably satisfactory to the parties.

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5                

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

The obligation of Buyer to purchase the Engine from Seller is subject to the following conditions being fulfilled to the satisfaction of Buyer on or prior to the Delivery Date of that Engine (any one of which may be waived by Buyer to the extent permitted by Law in writing in whole or in part with or without conditions):

Receipt by Buyer of a certificate issued by a duly authorised officer of Seller, attaching and certifying as being true, complete and up-to-date copies of the relevant power, or powers of attorney (if applicable), and any other relevant documents, authorising a specified person or persons to execute this Agreement and the Bill of Sale and to tender delivery of the Engine on behalf of Seller to Buyer.

The Engine being free and clear of Liens.

Buyer’s completion of its inspection of the Engine and satisfaction with the results thereof.

The parties having agreed upon the terms for lease of the Engine for a minimum period of 12-months following arrival of the Engine in *          *          in accordance with Clause 3.1 above.

Completion of VAT tax forms and related documents reasonably satisfactory to the parties.

Liability

Seller hereby covenants and agrees upon demand of Buyer and each of its respective affiliates, directors, officers, employees, partners, employees, successors, assigns, shareholders, investors, parent companies and agents (the “Buyer Indemnitees”) to pay and assume liability for, and to indemnify, protect, defend, save and keep harmless, the Buyer Indemnitees, on an after-tax basis, from and against any and all liabilities (including liability for negligence or strict liability in tort or under any statute), taxes, fees, duties, charges, withholdings, obligations, losses, damages, settlements, claims, actions, suits, penalties, costs and expenses (including, without limitation, reasonable fees and expenses of counsel) and expenses of successfully establishing such rights to indemnification under this indemnity of whatsoever kind and nature which may at any time or from time to time be imposed upon, incurred by or asserted against any Buyer Indemnitee for death of or injury to any persons whomsoever and for loss of, damage to, or delay in delivery of any property whatsoever (any such losses, the “Buyer Losses”) in any way relating to, resulting from or arising out of the possession, operation, condition, storage, maintenance or repair of the Engine arising or occurring prior to Delivery of the Engine, provided that the foregoing indemnity shall not apply to the extent that the Buyer Losses resulted from the negligence or wllful misconduct of a Buyer Indemnitee.

Buyer hereby covenants and agrees upon demand of Seller and each of its respective affiliates, directors, officers, employees, partners, employees, successors, assigns, shareholders, investors, parent companies and agents (the “Seller Indemnitees”) to pay and assume liability for, and to indemnify, protect, defend, save and keep harmless, the Seller Indemnitees, on an after-tax basis, from and against any and all liabilities (including liability for negligence or strict liability in tort or under any statute), taxes, fees, duties,

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6                

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

Neither Party shall be liable for any special, incidental or consequential damages which may arise from or in connection with the performance or failure to perform under the Agreement.

Representations, Warranties and Undertakings

Seller represents and warrants to Buyer, on the date of this Agreement and as of the Delivery Date that:

Seller has sole legal and beneficial title in and to the Engine, free from Liens and Seller has full power and lawful authority to enter into this Agreement and to transfer such title in and to the Engine to Buyer.

Seller is a company established, duly incorporated and validly existing under the Laws of *                          with full power and authority (corporate and other) to conduct its operations as presently conducted, to own its properties and to execute and deliver, and to perform all of its obligations under this Agreement;

The entry into and performance by it of, and the transactions contemplated by, this Agreement do not and will not:

conflict with any laws binding on it; or

conflict with the constitutional documents of it; or

conflict with or result in default under any document which is binding upon it or any of its assets, nor result in the creation of any Lien over any of its assets;

No Immunity:

It is subject to civil commercial law with respect to its obligations under this Agreement; and

neither it nor any of its assets is entitled to any right of immunity and the entry into and performance of this Agreement by Seller constitute private and commercial acts.

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7                

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

Buyer represents and warrants to Seller, on the date of this Agreement and as of the Delivery Date that:

Buyer is a company established, duly incorporated and validly existing under the under the Laws of the State of North Carolina, U.S.A., with full power and authority (corporate and other) to conduct its operations as presently conducted, to own its properties and to execute and deliver, and to perform all of its obligations under this Agreement;

It has the power to execute, deliver and perform, and that execution, delivery and performance of this Agreement and the transactions contemplated therein have been properly authorised;

The entry into and performance by it of, and the transactions contemplated by, this Agreement do not and will not:

conflict with any laws binding on it; or

conflict with the constitutional documents of it; or

conflict with or result in default under any document which is binding upon it or any of its assets, nor result in the creation of any Lien over any of its assets;

No Immunity:

It is subject to civil commercial law with respect to its obligations under this Agreement; and

neither it nor any of its assets is entitled to any right of immunity and the entry into and performance of this Agreement by Buyer constitute private and commercial acts;

Export Control: The Engine and related components are subject to export controls under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774, the International Traffic in Arms Regulations, 22 C.F.R. Parts 120-130 and other export control laws and regulations of the United States (“Regulations”). Buyer acknowledges that it will comply with all such laws and regulations, and obtain all licenses to export the Engine as may be required.

Notices

in the case of a letter, on the seventh day after posting;

in the case of a facsimile transmission, on the day immediately following the date of despatch or transmission;

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8                

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

Taxes and Indemnities

The Purchase Price is exclusive of any and all taxes applicable thereto (including, without limitation, any VAT or other value added or sales taxes).

Buyer shall on demand pay and discharge any taxes (including any payable by Seller) imposed on or in connection with this Agreement, the Acceptance Certificate and/or the Bill of Sale or otherwise in connection with the transactions contemplated herein; provided, however, that Buyer shall not be liable for any taxes related to Seller’s income.

Gross-Up . Buyer shall increase the Purchase Price which would otherwise be required to be made hereunder so that the Seller is left in the same position as it would have been in had no Taxes been payable. All payments by the Buyer under or in connection with this Agreement shall be made without set-off or counterclaim, free and clear of and without deduction for or on account of all Taxes unless the Buyer is required by law to make any such deduction or withholding. If any Taxes are required to be deducted or withheld from any amount payable hereunder, the Buyer shall:

pay to the Seller such additional amounts in the same currency as such payment as may be necessary in order that the amount of such payment received by the Seller on the date of such payment, after deduction or withholding for all such taxes, will be equal to the amount that the Seller would have received If such taxes had not been deducted or withheld;

pay to the relevant authority within the period for payment permitted by applicable law the full amount of the deduction or withholding; and

furnish to the Seller evidence of payment to the relevant authority of all amounts deducted or withheld as aforesaid.

Costs and Expenses

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9                

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

Termination

Assignment

Miscellaneous

This Agreement contains the entire agreement between Seller and Buyer relating to the sale and purchase of the Engine, and the terms and conditions of this Agreement shall not be varied otherwise than by an instrument in writing of even date herewith or subsequent hereto executed by or on behalf of each of Seller and Buyer.

No failure or delay on the part of either party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise of any such right, power or remedy. The rights, powers and remedies provided in this Agreement are cumulative and additional to, and not exclusive of, any rights, powers or remedies provided by Law or otherwise.

This Agreement may be entered into in the form of any number of counterparts, each executed by at least one of the parties and, provided that all the parties shall so enter into this Agreement, each of the executed counterparts, when duly exchanged or delivered, shall be deemed to be an original but, taken together, they shall constitute one instrument. Facsimile and PDF copies of signatures shall be treated as original signatures for all purposes.

No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement, except a party’s successor in interest.

Each provision of this Agreement is severable and distinct from the others and, if any provision is or at any time becomes to any extent or in any circumstances Invalid, illegal or unenforceable for any reason, it shall to that extent or in those circumstances, be deemed not to form part of this Agreement but (except to that extent or in those circumstances in the case of that provision) the validity, legality and enforceability of that and all other provisions of this Agreement shall not be affected or impaired, it being the parties’ intention that every provision of this Agreement shall be and remain valid and enforceable to the fullest extent permitted by Law.

Each of the parties undertakes with the other to do and perform such other and further acts and execute and deliver any and all other instruments as may be required by Law or reasonably required by the other party in order to establish, maintain and protect the rights and remedies of that party and to carry out and effect the intent and purpose of this Agreement.

Engine Sale Agreement *          Contrail *     

10                

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

Neither Seller nor Buyer shall without the other’s prior written consent, communicate or disclose the contents of this Agreement to any third party (other than to their respective external legal advisors, auditors, insurance brokers and for underwriters or those of the airframe) provided however that disclosure will be permitted:

pursuant to an order of any court of competent jurisdiction;

pursuant to any procedure for discovery of documents in any proceedings before any such court;

pursuant to any law or regulation having the force of law;

pursuant to a lawful requirement of any authority with whose requirements the disclosing party is legally obliged to comply; or

to effect any registrations, filings or recordations of the Engine.

Governing law and Jurisdiction

This Agreement and any contractual or non-contractual obligations arising out of or in connection with this Agreement shall be governed by, and construed in accordance with, the laws of New York, U.S.A., without reference to provisions governing conflicts of laws. The U.N. Convention on Contracts for the International Sales of Goods is not applicable to this Agreement.

Seller and Buyer each agree that in any legal action or proceedings against it or its assets in connection with this Agreement no immunity from such legal action or proceedings (which shall include, without limitation, suit, attachment prior to judgment, other attachment, the obtaining of judgment, execution or other enforcement) shall be claimed by or on behalf of Seller and/or Buyer or with respect to its assets, irrevocably waives any such right of immunity which it or its assets now have or may hereafter acquire or which may be attributed to it or its assets and consents generally in respect of any such legal action or proceedings to the giving of any relief or the issue of any process in connection with such action or proceedings including, without limitation, the making, enforcement or execution against any property whatsoever, (irrespective of its use or intended use) of any order or judgment which may be made or given in such action or proceedings.

Each party irrevocably agrees that the federal courts located in the State of New York shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

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11                

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

President & CEO

Joseph Kuhn

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12                

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

/s/ Joseph Kuhn

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13                

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

one (1) CFM56-7B26/3 engine bearing engine serial number *                  and all equipment, accessories and parts belonging to, installed in or appurtenant to such engine; and

the Engine Documents,

Engine Sale Agreement *          Contrail *     

14                

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

Engine Sale Agreement *          Contrail *     

16                

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

Latest EASA form 1 and FAA Form 8130-3.

Logbook or equivalent On/Off log showing aircraft tail number, date on & off, hours and cycles of engine since new, reason for removal and location of this action.

Latest LLP status listing all tracked parts in accordance with the applicable EMM Chapter 5 and listing the Manual revision date.

Latest and up to date AD Compliance Statement & SB applicability and compliance listing. Includes all dirty finger print workcards and certificates of all ADs carried out on any / all LLPs installed.

Latest ECM trent monitoring data including EGTM, Oil Pressure, Fuel Flow, Vibrations, Oil Temperature, Derate, RPMs etc at take off.

Accessory and QEC listing including MFG P/N and S/N.

All Engine shop visit report incl. workscope, history and dirty finger print cards, including LLP records.

All non incident statements issued

All preservation tags or records.

All warranties still applicable to each engine.

No DER repairs and PMA parts statements.

Engine Sale Agreement *          Contrail *     

17                

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

agree, make, sign and execute any and all of the documents (the “ Documents ”) in connection with the purchase and leasing of one CFMS6-7 engine with ESN *                  ( the “ Engine ” ) from and to *              *                      *                          *          , a legal entity organized under the laws of *                          *                          ;

to make, give, sign, execute and do all such deeds arrangements, instruments, applications, oaths, affidavits, declarations, notices, confirmations, certificates, approvals, acknowledgements, acceptances, deliveries and all other acts, matters and things whatsoever, in connection with the preparation, signature, execution and delivery of the Documents or any other documents required to be executed by the Company in connection with them, or the performance of any acts, matters and things therein contemplated; and

to acknowledge this Power of Attorney as the act and deed of the Company and generally to do all other acts which may be necessary and desirable for carrying the purpose of this Power of Attorney into effect.

Name

Title

Signature

/s/ Joseph Kuhn

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

Definitions

Sale

Purchase Price; Deposit; Purchase Price Adjustment

Inspection of Aircraft; Value at Closing; Delivery Condition; Deregistration; Export

Representations and Warranties of Seller

(a)   Organization, Etc.

(b)   Organizational Authorization

(c)   No Violation

(d)   Approvals

(e)   Valid and Binding Agreements

(f)   Litigation

(g)   Encumbrances

(h)   Brokers’ Fees

(i) Title to Interests

(a)   Organization, Etc.

(b)   Authorization

(c)   No Violation

(d)   Approvals

(e)   Valid and Binding Agreements

(f)   Litigation

(g)   Broker’s Fees

(a)   Purchase Price

(b)   Due Authorization, Execution and Delivery

(c)   Representations and Warranties

(d)   Additional Information

(e)   Illegality

(f)   No Proceedings

(g)   Delivery Location

(h)   Approvals, Consents and Notices

(i) Insurance

Definitions

Sale

Purchase Price; Deposit: Purchase Price Adjustment

The purchase price for the Aircraft shall be in the amount and allocated (as applicable) as set forth on Schedule 2 hereto (collectively and individually, the “ Purchase Price ”).

Buyer has previously paid to Seller a security deposit in the amount and allocation (as applicable) as set forth on Schedule 2 hereto (the “ Deposit ”) which shall be non-refundable to Buyer unless any of the following events occur:

Seller fails to deliver the Aircraft to Buyer on or before the Final Closing Date;

the Aircraft suffers an Event of Loss or Material Damage between the time of Technical Acceptance and Delivery. “Material damage” shall mean any damage 1) exceeding $100,000 in the total amount; 2) affecting the current non-incident statement; or 3) preventing Buyer from ferrying the Aircraft to the U.S.A. (Buyer shall negotiate in good faith with Seller to resolve concerns over any material damage to the Aircraft before requesting termination of the Purchase Agreement and return of the Deposit.);

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

Buyer’s or Seller’s material breach of this Agreement;

Buyer does not issue the Certificate of Technical Acceptance to Seller; or

Seller’s inability to satisfy the Conditions Precedent listed in Section 9 of this Agreement, save where such failure is as a result of Buyer’s breach of the Purchase Agreement.

Prior to Closing, Seller shall provide an original undated signed bill of sale in the form shown on Exhibit C, and Buyer shall provide an original undated signed delivery receipt for the Aircraft in the form shown on Exhibit A, to an escrow agent designated by Buyer, and reasonably acceptable to Seller, to be held by such escrow agent until Seller gives notice that the full Purchase Price has been received by Seller. Said bill of sale shall be delivered (and shall only be delivered) to Buyer by the escrow agent upon receiving Seller’s email confirmation of receipt of the full Purchase Price in cleared funds in Seller’s bank account, which confirmation Seller shall provide immediately upon receiving the Purchase Price.

At Closing, Buyer shall deliver to Seller an amount equal to the Purchase Price (less the Deposit), in immediately available funds, by wire transfer to the following account:

*

Inspection of Aircraft; Value at Closing; Delivery Condition; Deregistration; Export

Buyer shall have the opportunity to perform inspections of the Aircraft and Aircraft Documents prior to Closing at *                          *                  *              (“ Inspection ”). Buyer shall be entitled to perform a general inspection of the Aircraft, including (i) a physical “walk around” inspection of the Aircraft interiors and exteriors; (ii) review of the engine borescopes and engine performance checks and (iii) an inspection of all Aircraft Documents relating to such Aircraft. Upon Buyer’s confirmation that the Aircraft and Aircraft Documents are in a condition required by this Agreement and as otherwise acceptable to Buyer, Buyer shall execute and deliver to Seller the Certificate of Technical Acceptance.

Seller shall provide to Buyer at the time of delivery all Aircraft records, including but not limited to, the following current documentation: (i) updated disk sheets, and (ii) non-incident statement(s) and non-PMA/DER statement(s), all in the form presented to Buyer in connection with the Inspection.

At Closing, the Aircraft (including the Aircraft Documents) shall be delivered to Buyer in “as-is” “where-is” basis. Seller makes no warranties, guarantees or representations of any kind, either express or implied, statutory or otherwise, as to the condition of the Aircraft.

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

The export and re importation of the Aircraft under this Agreement are subject to the export laws of the State of Registration. Buyer shall be responsible for the post-closing exportation process required for the Aircraft, including any and all costs associated therewith.

Representations and Warranties of Seller

Organization, Etc .    Seller is duly organized, validly existing and in good standing under the laws of *                                       *      *          with all requisite organizational power and authority to own, participate in or hold under lease its properties and enter into and perform its obligations under this Agreement and the Transfer Documents to which Seller is or will be a party (collectively, the “ Seller Agreements ”);

Organizational Authorization .    Seller has taken, or caused to be taken, all necessary organizational action (including, without limitation, the obtaining of any consent or approval of any of its board of directors or committee thereof or any officers required by its charter documents or other organizational agreements) to authorize the execution and delivery of this Agreement and each of the Seller Agreements and the performance of its obligations hereunder and thereunder;

No Violation .    The execution and delivery by Seller of this Agreement and the Seller Agreements, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller on the date hereof and on the Closing Date of the transactions contemplated hereby and thereby, do not and will not (i) violate or contravene any provision of the charter documents or other organizational agreements of Seller, (ii) violate or contravene any law applicable to or binding on Seller or (iii) violate, contravene or constitute any default under, or result in the creation of any lien upon, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, lease, loan or other material agreement, instrument or document to which Seller is a party or by which Seller or any of its properties is or may be bound or affected;

Approvals .    The execution and delivery by Seller of this Agreement and the Seller Agreements, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller on the Closing Date of the transactions contemplated hereby or thereby do not and will not require the consent, approval or authorization of, or the giving of notice to, or the registration with, or the recording or filing of any documents with, or the taking of any other action in respect of any Government Entity;

Valid and Binding Agreements .    This Agreement has, and the Seller Agreements have been or as of the Closing Date will have been, duly authorized, executed and delivered by Seller and, assuming the due authorization, execution and delivery by the other party or parties thereto, this Agreement and, as of the Closing Date, the Seller Agreements constitute the legal, valid and binding obligations of Seller and are enforceable against

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

Litigation .    There are no pending or, or to the knowledge of Seller, threatened actions or proceedings against Seller before any court, administrative agency or tribunal which, if determined adversely to Seller, would prohibit or materially adversely affect the ability of Seller to perform its obligations under this Agreement or the Seller Agreements;

Encumbrances .    Seller has not previously sold, assigned, encumbered, transferred or conveyed and, except as contemplated hereby, has no obligation to sell, assign, encumber, transfer or convey, any of its right, title or interest in, to or under the Aircraft;

Brokers’ Fees .    Buyer shall not be liable for the fees of any broker or other Person acting on Seller’s behalf in connection with the transactions contemplated hereby;

Title to Interests .    Seller is the sole owner of the Aircraft and has good title thereto, free and clear of any and all Liens. At Closing, such title shall be transferred to Buyer free and clear of all Liens.

Disclaimer

Representations and Warranties of Buyer

Organization, Etc .    Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of North Carolina, U.S.A., and has the power and authority to own, participate in or hold under lease its properties and to enter into and perform its obligations under this Agreement and the Transfer Documents to which Buyer is a party (collectively, the “ Buyer Agreements ”);.

Authorization .    Buyer has taken, or caused to be taken, all necessary action (including, without limitation, the obtaining of any consent or approval of its members required by its certificate of formation or limited liability company agreement) to authorize the execution and delivery of this Agreement and each of the Buyer Agreements, as the case may be, and the performance of its obligations hereunder and thereunder;

No Violation .    The execution and delivery by Buyer of this Agreement and the Buyer Agreements, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer on the Closing Date of the transactions contemplated hereby and thereby, do not and will not (i) violate or contravene any provision of the certificate of formation, limited liability company agreement, other charter documents or other organizational agreements of Buyer, (ii) violate or contravene any law applicable to or binding on Buyer or (iii) violate, contravene or constitute any default under, or result in the creation of any lien upon, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, lease, loan or other material agreement, instrument or document to which Buyer is a party or by which Buyer or any of its properties is or may be bound or affected;

Approvals .    The execution and delivery by Buyer of this Agreement and the Buyer Agreements, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer on the Closing Date of the transactions contemplated hereby and thereby do not and will not require the consent, approval or authorization of, or the giving of notice to, or the registration with, or the recording or filing of any documents with, or the taking of any other action in respect of, (i) any trustee or other holder of any debt of Buyer and (ii) any Government Entity;

Valid and Binding Agreements .    This Agreement has been and the Buyer Agreements have been or as of the Closing Date will have been duly authorized, executed and delivered by Buyer and, assuming the due authorization, execution and delivery by the other party or parties thereto, this Agreement and, as of the Closing Date, the Buyer Agreements constitute the legal, valid and binding obligations of Buyer and are

Litigation .    There are no pending or, to the knowledge of Buyer, threatened actions or proceedings against Buyer before any court, administrative agency or tribunal which, if determined adversely to Buyer would materially adversely affect the ability of Buyer to perform its obligations under this Agreement or the Buyer Agreements; and

Broker’s Fees .    Seller shall not be liable for the fees of any broker or other person acting on Buyer’s behalf in connection with the transactions contemplated hereby.

Conditions Precedent to the Obligations of Seller

Purchase Price .    Seller shall have received the Purchase Price via wire transfer to Seller’s account as specified in Section 3;

Due Authorization, Execution and Delivery .    This Agreement and each other Transfer Document shall have been duly authorized, executed and delivered by each party thereto other than Seller;

Representations and Warranties .    The representations and warranties of Buyer contained herein and in any other Buyer Agreements shall be true and correct as of Closing in all material respects;

Additional Information .    Seller shall have received such other documents and evidence with respect to Buyer as Seller may reasonably request in order to establish the authority of Buyer to consummate the transactions contemplated by this Agreement and the other Transfer Documents on such date, the taking by Buyer of all appropriate action in connection therewith and compliance by Buyer with the conditions set forth in this Agreement on such date;

Illegality .    The performance on such date of the transactions contemplated hereby, upon the terms and conditions set forth herein, shall not, in the reasonable judgment of Seller, violate, and shall not subject Seller to any penalty or liability under, any law, rule or regulation binding upon Seller;

No Proceedings .    No legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement or the transactions contemplated hereby;

Delivery Location .    The Aircraft shall be located at the agreed Delivery Location;

Approvals, Consents and Notices .    All approvals and consents of, or notices to, any Governmental Entity, any trustee or holder of any indebtedness or obligation of the Seller or any other person, which are required in connection with the transaction contemplated by this Agreement shall have been duly obtained, given or accomplished; and

Insurance .    Seller shall have received the insurance certificate specified in Section 12(h).

Conditions Precedent to the Obligations of Buyer

Due Authorization, Execution and Delivery .    This Agreement and each other Transfer Document shall have been duly authorized, executed and delivered by each party thereto other than Buyer;

Representations and Warranties .    The representations and warranties of Seller contained in the Transfer Documents shall be true and correct as of the Closing Date in all material respects;

Additional Information .    Buyer shall have received such other documents and evidence with respect to Seller as Buyer may reasonably request in order to establish the authority of Seller to consummate the transactions contemplated by this Agreement and other Transfer Documents on such date, the taking by Seller of all appropriate corporate action in connection therewith and compliance by Seller with the conditions set forth in the Transfer Documents on such date;

Illegality .    The performance of the transactions contemplated hereby, upon the terms and conditions set forth herein, shall not, in the reasonable judgment of Buyer, violate, and shall not subject any Buyer to any penalty or liability under, any law, rule or regulation binding upon such Buyer;

No Proceedings .    No legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement or the transactions contemplated hereby;

Delivery Location .    The Aircraft shall be located at the agreed Delivery Location;

Material Damage .    No Material Damage (as defined in Section 3) or an Event of Loss with respect to the Aircraft shall have occurred;

Liens .    The Aircraft shall be free and clear of all Liens;

International Registry

Further Assurances

Taxes, Indemnities and Insurance

Buyer’s Obligations regarding Taxes .    Buyer hereby agrees promptly to pay and indemnify each Seller Indemnitee from and against any and all Taxes payable in connection with the sale, transfer and delivery by Seller to Buyer of the Aircraft or in connection with any other transaction to occur on or after the Closing expressly contemplated hereby. The foregoing shall expressly exclude any liability for Taxes on or based on or measured by the gross or net income of Seller or capital gains of Seller or Taxes imposed by a taxing authority in a jurisdiction that would not have been imposed but for the business activity (other than the transactions contemplated hereby) or tax residence of Seller in such jurisdiction. The parties agree to cooperate in taking actions to minimize or eliminate Taxes in connection with this transaction.

Seller’s Indemnity .    Seller hereby covenants and agrees that it will pay and assume liability for, and indemnify, protect, defend, save and keep harmless each Buyer Indemnitee from and against, any and all liabilities, Taxes, obligations, losses, damages, settlements, claims, actions, suits, penalties, costs and expenses (including, without limitation, reasonable fees and expenses of counsel) of whatsoever kind and nature which may at any time or from time to time be imposed upon, incurred by or asserted against any Buyer Indemnitee in any way relating to, resulting from or arising out of (i) any inaccuracy or breach of any representation or warranty made by Seller under this Agreement or any Seller Agreements, (ii) any failure by Seller to have observed or performed any of its obligations under or in connection with this Agreement or any Seller Agreements, or (iii) any claims made after Closing, solely to the extent any such claim is attributable to (A) the gross negligence or willful misconduct of Seller and occurring prior to Closing, or (B) the existence of any Liens on the Aircraft attributable to the period occurring prior to Closing.

Buyer’s Indemnity .    Buyer hereby covenants and agrees upon demand of Seller to pay and assume liability for, and indemnify, protect, defend, save and keep harmless each Seller Indemnitee from and against, any and all liabilities, Taxes, fees, obligations, losses, damages, settlements, claims, actions, suits, penalties, costs and expenses (including, without limitation, reasonable fees and expenses of counsel) of whatsoever kind and nature which may at any time or from time to time be imposed upon, incurred by or asserted against any Seller Indemnitee in any way relating to, resulting from or arising out of (i) any inaccuracy or breach of any representation or warranty made by Buyer under this Agreement or any Buyer Agreements, (ii) any failure by Buyer to have observed or performed any of its obligations under or in connection with this Agreement or any Buyer Agreements in respect of or to the extent attributable to the period from and after Closing, or (iii) any claims made after Closing, solely to the extent such claim is not attributable (A) to the period occurring prior to Closing or (B) to Seller’s failure to perform its obligations under this Agreement or the Seller Agreements.

Withholding .    If any Tax is required by law to be deducted or withheld from or with respect to any amount paid or payable by Buyer or the Seller pursuant to this Agreement (the “ Paying Party ”) to the other party hereto (the “ Receiving Party ”), then the Paying Party shall pay such additional amount as shall be necessary to enable the Receiving Party to receive, after all such withholding (including any withholding from or with respect to such additional amount), the amount that the Receiving Party would have received if such deduction or withholding had not been made.

Contest Resolution .    If a claim is made by any tax authority against a party hereto (the “ taxed party ”) with respect to any Tax of which another party (the “ indemnifying party ”) is obligated to indemnify under this Section 12, the taxed party shall promptly notify the indemnifying party of such claim; provided, however, that the failure to give such notice will not prejudice or otherwise affect any of the rights of the taxed party hereunder unless such failure materially and adversely affects the indemnifying party in exercising its contest rights hereunder or to the extent such failure results in any increase in, or fine or penalty with respect to, any amounts claimed to be payable by the indemnifying party to the taxed party pursuant to this Section 12. If reasonably requested by the indemnifying party in writing, the taxed party shall (at the expense and direction of the indemnifying party) contest in the name of the taxed party or indemnifying party (as applicable), the validity, applicability or amount of such Taxes so indemnified by (i) if permitted by applicable law without adverse consequences to the taxed party, resisting payment thereof, (ii) paying under protest, if protest is necessary or proper, and (iii) if payment be made, using reasonable commercial efforts to obtain a refund thereof in appropriate administrative and judicial proceedings. If the taxed party becomes eligible for a refund of any Taxes paid by the indemnifying party, it shall notify the indemnifying party and, if reasonably requested by the indemnifying party and permissible under applicable law, the taxed party shall consider in good faith any request by the indemnifying party to assign such right to the indemnifying party. Should the taxed party obtain a refund of all or any part of the Taxes paid by the indemnifying party, the taxed

Cooperation .    Seller and Buyer shall reasonably cooperate so as to minimize any potential tax risk to Buyer or Seller as a result of the transactions contemplated hereby. Seller and Buyer shall provide one another with such assistance as may reasonably be required in connection with the preparation of any tax return, any audit or other examination by any taxing authority, or any judicial or administrative proceedings relating to liability for Taxes arising from the transactions contemplated by this Agreement, and shall provide one another upon written request with any records or information that are relevant to such Tax return, audit or examination or proceedings. The party requesting assistance, records or information under the preceding sentence shall reimburse the other for reasonable out-of-pocket expenses incurred by the other in providing such assistance, records or information.

Notice of Claims .    Seller and Buyer agree to provide written notification to the other party promptly after becoming aware of any liability, obligation or claim, whether pending or threatened, that is the subject of indemnification pursuant to this Section 12; unless the failure to provide such notification would not materially and adversely affect the indemnifying party in exercising its contest rights hereunder or result in any increase in, or fine or penalty with respect to, any amounts claimed to be payable by the indemnifying party to the other party pursuant to this Section 12, provided, that the failure by either party to so notify the other party will not in any manner affect either party’s other obligations under this Section 12.

Insurance .    For the earlier of a period of two years after the purchase of the Aircraft or the dismantling of the Aircraft, or the airframe or engine, Buyer shall, or shall cause any subsequent buyer or operator to, at its own cost and expense, maintain and keep in full force and effect an insurance policy(ies) for the Aircraft and Engines providing $10,000,000 of aviation products liability coverage, except in the event that any Engine is returned to service, in which event $500,000,000 of aviation general liability coverage shall be provided with respect to such Engine. Aviation General Liability insurance covering Buyer’s or any operator’s aviation activities shall include Premises Liability, Contractual Liability, Products Liability, War Risks Liability, and including Extended Coverage Endorsement (Aviation Liabilities) AVN52 or equivalent covering War and Allied Perils excluded by War, Hijacking and Other Perils Exclusion Clause AVN48B or any modification or substitution thereof for the time in force. Such policies shall be carried with insurers reasonably acceptable to Seller. Such insurance shall include the Seller and any other Seller Indemnitees as Additional Insureds. Such policies shall include a Waiver of Subrogation Clause, Breach of Warranty Clause, and Severability of Interest Clause in favor of the Additional Insureds. Buyer shall furnish an insurance certificate evidencing the same at Closing, and, upon Seller’s request, at the expiration of an existing certificate.

Know Your Customer

Miscellaneous

Notices .

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

Confidentiality .

Each party hereto shall keep strictly confidential any and all Confidential Information furnished to it or to its Affiliates, or their respective officers, employees, agents, directors or advisers (collectively, “ Representatives ”) in the course of negotiations relating to this Agreement or any transaction contemplated by this Agreement, and the business and financial reviews and investigation conducted by any party hereto in connection with this Agreement, and each such party has instructed its Representatives having access to such Confidential Information of such obligation of confidentiality. The obligations of confidentiality set forth herein shall not apply to information to the limited extent (v) it is contained in a Transfer Document that is publicly filed as contemplated hereby; (w) it is required to be disclosed by any Governmental Entity or required to be disclosed by applicable law or administrative proceeding, (x) for which a party has received a subpoena or similar demand (provided that such party shall to the extent permitted by applicable law first, as promptly as practicable upon receipt of such subpoena or demand, furnish a copy thereof to the other party), (y) that such information is generally available to the public or in the possession of the receiving party before its disclosure by the disclosing party to the receiving party or (z) that it is given to the receiving party by another Person other than in breach of obligations of confidentiality owed by such Person to the disclosing party. Notwithstanding the foregoing, each party acknowledges and agrees that any party may disclose Confidential Information to (A) regulators, (B) such party’s counsel, Affiliates, beneficiaries, hedging arrangement providers, insurance brokers and providers, reinsurers and auditors provided that such recipients maintain the confidentiality of the Confidential Information and (C) prospective transferees and lenders who agree to keep such Confidential Information confidential.

Notwithstanding anything herein to the contrary, any party to this Agreement (and any Representative) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such lax treatment and tax structure; provided, however, that such disclosure may not be made to the extent required to be kept confidential to comply with any applicable federal or state securities laws.

Limitation of Liability of Any Party .    THE PARTIES ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NO PARTY SHALL BE LIABLE TO ANOTHER PARTY TO THIS AGREEMENT OR ASSERT A CLAIM FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OR THEORY OF ANY UNDERLYING CAUSE OF ACTION THAT MIGHT OTHERWISE APPLY.

Headings .    Headings used herein are for convenience only and shall not in any way affect the construction of, or be taken into consideration in interpreting, this Agreement.

References .    Any reference to a specific Section or Section number shall be interpreted as a reference to that Section of this Agreement unless otherwise expressly provided.

Governing Law; Jurisdiction; Attorney Fees .    This Agreement and any other Transfer Documents shall in all respects be governed by, and construed in accordance with, the laws of the State of New York, U.S.A., including all matters of construction, validity and performance, without giving effect to principles of conflicts of law. The federal courts located in the State of New York shall serve as the exclusive forum for any such dispute and the parties irrevocably consent to the jurisdiction of such courts. In the event of a dispute between the parties, the prevailing party shall be entitled to reasonable attorney fees and costs.

Severability .    If any provision hereof should be held invalid, illegal or unenforceable in any respect in any jurisdiction, then, to the fullest extent permitted by law, (i) all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be construed in order to carry out the intentions of the parties hereto as nearly as may be possible, and (ii) such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of such provision in any other jurisdiction.

Amendments in Writing .    No amendment, modification, waiver, termination or discharge of any provision of this Agreement, or any consent to any departure by Seller or Buyer from any provision hereof, shall in any event be effective unless the same shall be in writing and signed by Seller and Buyer, and each such amendment, modification, waiver, termination or discharge shall be effective only in the specific instance and for the specific purpose for which given.

Survival .    Notwithstanding anything contained herein to the contrary, all agreements, indemnities, representations and warranties contained in this Agreement shall survive the Closing Date and the consummation of the transactions contemplated hereby for such date.

Expenses .    Each of Seller and Buyer shall be responsible for its own costs and expenses incurred in connection with the negotiation, preparation, execution and delivery of this Agreement and the Transfer Documents, and shall not have any right of reimbursement or indemnity for such costs and expenses as against the Buyer or Seller, respectively. Notwithstanding anything to the contrary, Buyer shall be responsible for any cost associated with the registration of the transfer of title in the State of Registration including any special aviation counsel fees. [Subject to review by *                  counsel.]

Execution in Counterparts: Signatures .    This Agreement, the other Transfer Documents and any amendments, waivers or consents hereto or thereto may be executed by Seller and Buyer in separate counterparts (or upon separate signature pages bound together into one or more counterparts), each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute one and the same instrument.

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

Entire Agreement .    This Agreement and the other Transfer Documents constitute the entire agreement of Seller and Buyer with respect to the subject matter hereof or thereof, and all prior or contemporaneous understandings or agreements, whether written or oral, between Seller and Buyer with respect to such subject matter are hereby superseded in their entirety. In the event of a conflict between this Agreement and any other Transfer Document, the terms and conditions of this Agreement shall govern.

Exhibits and Schedules .    The exhibits and schedules attached hereto are incorporated by reference herein and shall have the same force and effect with respect to the provisions set forth therein as though fully set forth in this Agreement.

Successors and Assigns .    This Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by Seller and Buyer, and their respective successors and assigns.

No Third Party Benefit .    Seller and Buyer agree that except as provided in Section 12 with respect to Seller Indemnitees and Buyer Indemnitees, the provisions of this Agreement, including, without limitation, Section 2, are for the sole benefit of Seller and Buyer and their respective successors and assigns, and are not for the benefit, directly or indirectly, of any other Person.

Assignment .    Neither party shall assign or delegate this Agreement, or any of its rights or obligations hereunder, without the prior written consent of the other party.

Post-Closing Obligations.

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

Unless the context otherwise indicates, any reference in this Agreement to:

a “part” means any engine, module, component, instrument, furnishing, control, appliance, accessory, reverser, nacelle, equipment or other item or equipment of any kind whether similar to any of the foregoing or not;

a “regulation” includes any present or future directive, regulation, request or requirement (in each case whether or not having the force of law) but, if not having the force of law, the compliance with which is in accordance with the general practice of the persons to whom it is addressed;

any “agreement”, “license” or other document includes any agreement, license or other instrument as varied, novated, amended or replaced from time to time (but without prejudice to any restrictions on such variation, novation, amendment or replacement);

the expressions “hereof, “herein” and similar expressions shall be construed as references to this Agreement as a whole and shall not be limited to the particular clause in which the relevant expressions appear and the expressions “thereof,” “therein” and similar expressions shall be construed in like fashion;

references to any statute or other legislative provision shall be read to include any statutory or legislative modification or re-enactment thereof or any substitution therefor;

references to a party shall be read to include its successors and permitted assigns;

a Clause or Schedule shall be construed as a reference to a clause hereof or a schedule hereto;

a word importing the singular number shall be construed so as to include the plural and vice versa;

the expression “in writing” includes by facsimile or e-mail; and

the index, clause and sub-clause headings in this Agreement (including their use in cross references) are for ease of reference only and shall not affect the interpretation of this Agreement.

In this Agreement, the following terms have the following meanings:

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.

The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission.