Exhibit 10.1

EXECUTION VERSION

Second Loan AGREEMENT

Dated as of February 22, 2018

BETWEEN

AIRCO 1, LLC ,

as the Borrower

AND

MINNESOTA BANK & TRUST ,

as the Lender

Table of Contents

SECOND LOAN AGREEMENT

This SECOND LOAN AGREEMENT dated as of February 22, 2018 (this “ Agreement ”), is entered into by and between AIRCO 1, LLC, a Delaware limited liability company (the “ Borrower ”), and MINNESOTA BANK & TRUST, a Minnesota state banking corporation (the “ Lender ”).

RECITALS

A.     Lender has previously made a term loan to Borrower in the original amount of $3,441,000.00 (the “ Existing Term Loan ”) for the purpose of acquiring a used Boeing 737-800 airframe to be disassembled and sold as parts by the Borrower pursuant to the terms and conditions of that certain Loan Agreement dated as of October 27, 2017, by and between the Borrower and the Lender (the “ First Loan Agreement ”).

B.     Borrower now desires to obtain a multiple-advancing credit facility from Lender the proceeds of which will be used to finance the purchase of additional decommissioned Boeing 737 airframes to be disassembled and sold as parts by the Borrower.

C.      Lender agrees to extend to the Borrower a line of credit (the “ Line of Credit ”) pursuant to which the Lender, will make term loans (the “ Airframe Acquisition Loan(s) ”) in the aggregate amount of up to FIVE MILLION AND NO/100THS DOLLARS ($5,000,000.00) (the “ Line of Credit Commitment ”) upon the terms and conditions contained in this Agreement and related loan documents.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.      Documents; etc .

The Borrower has delivered, or will deliver, to the Lender before the initial Airframe Acquisition Loan is made, the following documents (this Agreement together with each of the following defined documents and each other instrument, document, guaranty, mortgage, deed of trust, chattel mortgage, pledge, consent, assignment, contract, security agreement, lease, financing statement, patent, trademark or copyright registration, subordination agreement, trust account agreement, hedge agreement, or other agreement executed and delivered by Borrower with respect to this Agreement or to create or perfect any Lien in any collateral securing the payment of the Loans (collectively the “ Collateral ”) (in each case as originally executed and as amended, modified or supplemented from time to time) being sometimes hereinafter referred to collectively as the “ Loan Documents ” and individually as a “ Loan Document ”) and other items, all containing or to contain provisions acceptable to the Lender and its counsel:

(a)     a certificate by an officer of the Borrower certifying the names of the officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party on behalf of the Borrower together with: (i) a sample of the true signatures of such officers; (ii) resolutions of the sole member of the Borrower authorizing the execution, delivery and performance of the Loan Documents to which the Borrower is a party; and (iii) copies of the Borrower’s Certificate of Formation, together with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its organization as of a date acceptable to the Lender, and the limited liability company agreement of the Borrower together with all amendments thereto;

(b)     evidence of Good Standing for the Borrower of recent date issued by the Secretaries of State of (i) the State of Delaware; and (ii) the State of Arizona;

(c)     evidence of insurance required by any Loan Document;

(d)     a third party pledge agreement (the “ Pledge Agreement ”), in the form provided by the Lender, duly executed by Airco, LLC, a North Carolina limited liability company (“ Airco ”), pursuant to which Airco pledges all of the outstanding membership interest of the Borrower to Lender as collateral for the Obligations;

(e)     a certificate by an officer of Airco certifying the names of the officers of Airco authorized to sign the Loan Documents to which Airco is a party on behalf of Airco together with: (i) a sample of the true signatures of such officers; (ii) resolutions of the board of managers of Airco authorizing the execution, delivery and performance of the Loan Documents to which Airco is a party; and (iii) copies of Airco ’s Articles of Organization, together with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its organization as of a date acceptable to the Lender, and the operating agreement of Airco together with all amendments thereto; and

such other approvals, inspection reports, appraisals, certificates, opinions or documents as the Lender may reasonably request, including, without limitation, a Borrowing Base Certificate, together with a detailed inventory report as of a recent date. In addition, the Lender or its agent shall have completed its inspection of the business, operations and assets of the Borrower, and such survey shall provide the Lender with results and information which, in the Lender ’s determination, are satisfactory to the Lender.

 2.     Loans .

(a)      Line of Credit .

(i)      Airframe Acquisition Loan s . The Lender has agreed, on the terms and conditions stated herein, to make Airframe Acquisition Loans to the Borrower from time to time on any Business Day during the period commencing on the Closing Date and ending on the earlier of November 30, 2018 (the “ Stated Termination Date ”), or the date on which the Lender terminates the Line of Credit pursuant to Section 9 hereof (such earlier date being the “ Termination Date ”); for the purpose of acquiring used Airframes for disassembly and sale as parts; provided , however, that the Lender shall not be required to make:

(A)     more than one Airframe Acquisition Loan during each calendar month, or

(B)     any Airframe Acquisition Loan if, (1) the requested Airframe Acquisition Loan is in excess of the sum of 85% of: (a) the cost of the Airframe being purchased with proceeds of such Airframe Acquisition Loan plus (b) the estimated cost of disassembly of such Airframe; or (2) after giving effect to such Airframe Acquisition Loan, the Total Usage would exceed the lesser of: (x) the Line of Credit Commitment or (y) the Borrowing Base.

Within the limits set forth above, the Borrower may obtain Airframe Acquisition Loans from the Lender and prepay Airframe Acquisition Loans pursuant to this Section.  

(ii)      Airframe Acquisition Notes . Each Airframe Acquisition Loan shall be evidenced by, and be payable in accordance with the terms of, a separate promissory note made by the Borrower payable to the order of the Lender in the amount of such Airframe Acquisition Loan (each such promissory note, as amended, modified, replaced, restated or supplemented from time to time being, an “ Airframe Acquisition Note ”). The Lender shall maintain records of the amount of each Airframe Acquisition Loan and of the amount of all payments on the Airframe Acquisition Note evidencing such Airframe Acquisition Loan. The principal amount of each Airframe Acquisition Loan set forth on the records of the Lender shall be rebuttable presumptive evidence of the principal amount owing and unpaid on the Airframe Acquisition Note evidencing such Airframe Acquisition Loan.

(iii)      Interest on the Airframe Acquisition Loan s . The Borrower agrees to pay interest on the outstanding principal amount of each Airframe Acquisition Loan from the date of such Airframe Acquisition Loan until such Airframe Acquisition Loan is paid at the rates and at the times specified in the Airframe Acquisition Note evidencing such Airframe Acquisition Loan.

(iv)      Borrowing Procedure ; Conditions Precedent to each Airframe Acquisition Loan .

(A)      Airframe Acquisition Loan s . The Borrower shall give written notice on the form attached hereto as Exhibit A (an “ Airframe Acquisition Loan Request ”) to the Lender of each requested Airframe Acquisition Loan by not later than 11:00 a.m. (Minneapolis time) on the Business Day that is two days prior to the date on which such Airframe Acquisition Loan is to be made. Each such Airframe Acquisition Loan Request shall specify the amount of the requested Airframe Acquisition Loan and be accompanied by each of the following items with regards to the Airframe (or Airframes) being financed with such Airframe Acquisition Loan (each such purchase being, an “ Airframe Acquisition ”):

(I)     a true correct and complete copy of each fully-executed purchase agreement (each an “ Airframe Purchase Agreement ”) by and between buyer and Contrail with regards to the Airframe(s) that are being acquired by the Borrower with proceeds of such Airframe Acquisition Loan, together with fully-executed copies of the related bill of sale, acknowledgment of delivery, certificate of technical acceptance and other documents related thereto (collectively, “ Airframe Purchase Documents ”;

(II)     a detailed listing of the Acquired Assets included in each such Airframe Acquisition;

(III)     a true, correct and complete copy of each fully-executed Aircraft Disassembly Agreement, by and between Borrower and Jet Yard (“ Disassembly Agreement ”), pursuant to which Jet Yard agrees to disassemble each such Airframe into parts and prepare the constituent parts for sale;

(IV)     a true, correct and complete copy of each fully-executed Consignment Agreement, by and between Borrower and Airco (the “ Consignment Agreement ”; and together with the related Disassembly Agreement and Airframe Purchase Agreements being collectively, the “ Airframe Transaction Agreements ”), pursuant to which Airco agrees to sell the disassembled Airframe parts on behalf of Borrower;

(V)     a statement summarizing the flow of funds required to consummate the Airframe Acquisition, acceptable to Lender, in its sole discretion;

(VI)     a fully-executed Collateral Assignment of Purchase Agreement document pursuant to which Borrower collaterally assigns its right, title and interest to each Airframe Purchase Agreement being financed with proceeds of such Airframe Acquisition Loan and the other Airframe Transaction Documents to the Lender, in the form provided by the Lender, duly executed by Borrower;

(VII)     evidence satisfactory to the Lender that: (i) all conditions precedent to the consummation of the Airframe Acquisition other than the making of such Airframe Acquisition Loan have been satisfied or waived, including, without limitation, evidence that all necessary regulatory approvals to the consummation of the Airframe Acquisition have been obtained;

(VIII)     confirmation that all of such Acquired Assets have been delivered in acceptable condition to Jet Yard’s facility in Marana, Arizona;

(IX)     a final third party inspection report of such Acquired Assets, in form and substance acceptable to the Lender, confirming that all parts included in the descriptive materials previously provided by the Borrower to the Lender are actually present on such Airframe(s); and

(X)     evidence, acceptable to the Lender, that Airco has made an additional cash investment (which may be in the form of Subordinated Debt) in an amount equal to at least 15% of the sum of (a) the cost of the Airframe being purchased with proceeds of such Airframe Acquisition Loan plus (b) the estimated cost of disassembly of such Airframe; plus (c) estimated repair costs;

(XI)     evidence acceptable to the Lender that contemporaneously with the Borrower’s receipt of the proceeds of the Airframe Acquisition Loan, the Airframe Acquisition will be consummated in full in accordance with the terms of the Airframe Transaction Documents; and

(XII)     a duly executed Airframe Acquisition Note in the form provided by the Lender in the amount of such Airframe Acquisition Loan.

So long as all of the conditions precedent to such extension of credit set forth in this Section and Section 5 are satisfied as of the date of such request, the Lender shall make such Airframe Acquisition Loan by transferring the amount thereof in immediately available funds for credit to an account (other than a payroll account) maintained by the Borrower with the Lender or by transmitting such amount directly to the vendor of such Acquired Assets. Each request for an Airframe Acquisition Loan shall be deemed a representation and warranty that all conditions precedent to such credit extension under Section 5 are satisfied as of the date of such request and as of the date of such extension.

(v)      Airframe Acquisition Loan Fee . The Borrower shall pay the Lender a fee (“ Airframe Acquisition Loan Fee ”) equal to one percent (1.0%) of the amount of each Airframe Acquisition Loan on the date of such Airframe Acquisition Loan.

(vi)      Prepayment .

(A)      Voluntary . The Borrower shall have the right, by giving written notice to the Lender by not later than 3:00 p.m. (Minneapolis time) on the Business Day of such payment, to voluntarily prepay the Airframe Acquisition Loans in whole or in part at any time; provided , that, each such prepayment shall be accompanied by any prepayment premium set forth in the applicable Airframe Acquisition Note.

(B)      Mandatory . The Loan shall be subject to mandatory prepayment as follows:

(I)     Contemporaneously with the Borrower ’s receipt of any Net Proceeds from the sale of any Acquired Asset, the Borrower shall prepay the Airframe Acquisition Loan that was used to finance the acquisition of such Acquired Asset by an amount equal to eighty percent (80%) of such Net Proceeds.

(II)     If, at any time, (x) the Total Usage exceeds the Line of Credit Commitment or (y) the aggregate outstanding principal balance of the Airframe Acquisition Loans exceeds the Borrowing Base, then the Borrower shall immediately prepay the amount of such excess together with interest on the amount prepaid.

3.      Payments .

Any other provision of this Agreement to the contrary notwithstanding, the Borrower shall make all payments of interest on and principal of the Loans and all payments to the Lender with respect to payment of other fees, costs and expenses payable under any Loan Document in immediately available funds to the Lender at its address for notices hereunder without setoff or counterclaim. The Borrower authorizes the Lender to charge from time to time against the Borrower ’s deposit account number 161010111 or any other depository account maintained by Borrower with the Lender any such payments when due and the Lender will use its reasonable efforts to notify the Borrower of such charges. Each payment received by the Lender may be applied to the Borrower’ obligations to the Lender under this Agreement or any other Loan Document in such order of application as the Lender, in its sole and absolute discretion, may elect.

4.      Set-off, Etc.

Upon the occurrence and during the continuance of an Event of Default, the Lender and each of its affiliates may offset any and all balances, credits, deposits (general or special, time or demand, provisional or final), accounts or monies of the Borrower then or thereafter with the Lender or such affiliate, or any obligations of the Lender or such affiliate to the Borrower, against the obligations of the Borrower arising under this Agreement or any other Loan Document. The Borrower hereby grants to the Lender and each of its affiliates a Lien in all such balances, credits, deposits, accounts or monies.

5.      Conditions Precedent to All Credit Extensions .

The obligation of the Lender to extend any credit to the Borrower shall be subject to the satisfaction of each of the following conditions, unless waived in writing by the Lender:

(a)     The representations and warranties set forth in Section  6 shall be true and correct on the date of the requested credit extension and after giving effect thereto except to the extent that such representations and warranties expressly relate to an earlier date; and

(b)     No Event of Default or event which, with notice and/or lapse of time, would constitute an Event of Default (such event being a “ Default ”) shall have occurred and be continuing on the date of the requested credit extension or after giving effect thereto.

6.      Representations and Warranties .

To induce the Lender to extend credit hereunder, the Borrower represents and warrants to the Lender that:

(a)     Each Loan Party (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, and (b) is duly qualified as a foreign limited liability company or other entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except to the extent that the failure to qualify in such jurisdiction could not reasonably be expected to have a material adverse effect on such Loan Party’s financial condition, business, properties or assets;

(b)     each Loan Party has full power and authority to enter into and to perform its obligations under the Loan Documents to which it is a party;

(c)     the Loan Documents constitute the legal, valid, and binding obligations of the Loan Parties and are enforceable against the Loan Parties in accordance with their respective terms subject only to bankruptcy, insolvency, reorganization, moratorium or similar laws at the time in effect affecting the enforceability of rights of creditors generally and by general equitable principles which may limit the right to obtain equitable remedies;

(d)     each Loan Party ’s execution, delivery and performance of the Loan Documents to which such Loan Party is a party have been duly authorized by all necessary corporate or company action, do not require the consent or approval of any Person which has not been obtained, and do not conflict with any agreement binding upon such Loan Party or any of such Loan Party’s property;

(e)     there is no litigation, bankruptcy proceeding, arbitration or governmental proceeding pending against any Loan Party or affecting the business, property or operations of any Loan Party which, if determined adversely to such Loan Party, could reasonably be expected to constitute a Material Adverse Occurrence;

(f)     neither the Borrower nor any member of a group which is under common control with the Borrower (within the meaning of Section 414 of the IRC or Section 4001(a)(14) or 4001(b) of ERISA) (the Borrower ’s “ ERISA Affiliates ”) has maintained, established, sponsored or contributed to any employee benefit plan which is a defined benefit plan (“ Plan ”) covered by Title IV of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder (“ ERISA ”);

(g)     the proceeds of the Airframe Acquisition Loans will be used finance a portion of the cost of acquiring of retired Boeing airframes by the Borrower that will then be disassembled and sold for parts; and (ii); no part of the proceeds of the Airframe Acquisition Loans will be used for any purpose which violates, or which is inconsistent with, any regulations promulgated by the Board of Governors of the Federal Reserve System;

(h)     (i) each Loan Party is in compliance in all material respects with all federal, state and local laws, rules and regulations applicable to it including, without limitation, all pollution control and environmental regulations in each jurisdiction where such Loan Party is doing business; and (ii) no Loan Party has any material liability for the release or threatened release of any toxic or hazardous waste, substance or constituent into the environment;

(i)     the Borrower ’s internally prepared financial statements for the fiscal quarter that ended on December 31, 2017, copies of which have been furnished to the Lender, have been prepared in accordance with GAAP (except for the absence of footnotes and subject to customary year-end adjustments) and present fairly the financial condition of the Borrower as of such date and the result of its operation for the periods then ended;

(j)     since the date on which the financial statements described in Section 6(i) were prepared, there has not been any material adverse change in the business, operations, prospects, assets, results of operations or condition (financial or other) of the Borrower;

(k)     the Borrower has filed all Federal and State income tax and other tax returns which are required to be filed, and has paid all taxes as shown on said returns and all assessments received by the Borrower to the extent that such taxes have become due, except to the extent that the Borrower is disputing such taxes in good faith and has established adequate reserves on its books;

(l)     the Borrower possesses adequate licenses, permits, franchises, patents, copyrights, trademarks and trade names, or rights thereto, to conduct its business substantially as now conducted and as presently proposed to be conducted;

(m)     the Borrower is not in default of a material provision under any material agreement, instrument, decree or order to which it is a party or by which it or its property is bound or affected and assuming that this Agreement had been previously executed and delivered no Default or Event of Default has occurred and is continuing hereunder;

(n)     the Borrower has good title to all of its properties and assets, including, without limitation, the Collateral, free and clear of all mortgages, security interests, Liens and encumbrances, except as permitted by Section 8(a);

(o)     Airco owns all of the outstanding membership of the Borrower, free and clear of all Liens other than a Lien in favor of Lender;

(p)     the Borrower is Solvent after giving effect to the making of the initial Airframe Acquisition Loan hereunder and the granting of Liens pursuant to the Loan Documents;

(q)     (i) the Borrower is not a party to any labor dispute; and (ii) there are no strikes or walkouts relating to any labor contracts to which the Borrower is subject;

(r)     the Borrower is not an “investment company” and is not “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended;

(s)     the Borrower is not a partner (limited or general) or joint venturer in any partnerships or joint ventures;

(t)     the Borrower is not a “holding company” or a “subsidiary company” of a holding company or an “affiliate” of a holding company or of a subsidiary company of a holding company within the meaning of the Public Utility Holding Company Act of 1935, as amended;

(u)     the Borrower is not subject to or in violation of any law or regulation, or listed on any list of any government agency including, without limitation, the U.S. Office of Foreign Asset Control list, Executive Order 13224 or the USA PATRIOT Act (Title III of Pub. L. 107-56, signed into law October 26, 2001, as amended) (the “ Patriot Act ”) that prohibits or limits the conduct of business with or receiving of funds, goods or services to or for the benefit of certain Persons specified therein or that prohibits or limits Lender from making any Airframe Acquisition Loan or other extension of credit to Borrower or from otherwise conducting business with Borrower;

(v)     neither the execution of this Agreement nor the use of the proceeds of any Loan violates the Trading with the Enemy Act of 1917, as amended, nor any of the foreign assets control regulations promulgated thereunder or under the International Emergency Economic Powers Act or the U.N. Participation Act of 1945; and (ii) neither the Borrower nor any Person who owns a controlling interest in or otherwise controls the Borrower is listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by the Office of Foreign Assets Control, the Department of the Treasury or included in Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001;

(w)     the Borrower does not have any Subsidiaries; and

all representations and warranties contained in this Section 6 shall survive the delivery of the Loan Documents, and the making of the Loans, and no investigation at any time made by or on behalf of Lender shall diminish its rights to rely thereon.

7.      Affirmative Covenants .

The Borrower covenants and agrees with the Lender that, for so long as any Loan remains unpaid or the Line of Credit is available to the Borrower, the Borrower shall:

(a)     furnish to the Lender:

(i)     as soon as available and in any event within fifteen (15) days after the end of each of fiscal quarter of the Borrower’s fiscal year, a copy of the Borrower’s internally prepared financial statements consisting of a balance sheet as of the close of such fiscal quarter and related income statement and cash flow statement for such fiscal quarter and from the beginning of such fiscal year to the end of such fiscal quarter;

(ii)     as soon as available and in any event within fifteen (15) days after the end of each fiscal month of the Borrower ’s fiscal year, a borrowing base certificate, in the form of Exhibit B attached hereto (the “ Borrowing Base Certificate ”), showing the relevant information for the Borrower as of the end of business on the last business day of the then most recently-ended month of the Borrower’s fiscal year; each Borrowing Base Certificate shall be accompanied by a detailed inventory report by part serial number, an accounts receivable aging, a purchase order report, and other supporting reports such as may be required by the Lender and the Borrowing Base Certificate and such supporting reports shall be in a form acceptable to the Lender and certified as accurate by the Borrower’s chief financial officer, treasurer or controller;

(iii)     as soon as available and in any event within fifteen (15) days after the end of each fiscal month of the Borrower ’s fiscal year, a report, in form and detail acceptable to the Lender in its sole discretion, showing sales made during such month and a timeline of anticipated sales of the remaining Acquired Assets;

(iv)     by not later than five (5) business days after becoming aware of any Default or Event of Default, a notice describing the nature thereof and what action the Borrower proposes to take with respect thereto;

(v)     copies of the federal income tax returns (with all supporting schedules) of Borrower due during the term of the Loan, within thirty (30) days after the deadline for filing the same ;

(vi)     by not later than five (5) business days after becoming aware of the institution of any litigation, arbitration or governmental proceeding against Borrower which, if determined adversely to Borrower, could reasonably be expected to be a Material Adverse Occurrence, or the rendering of a judgment or decision in such litigation or proceeding which could reasonably be expected to constitute a Material Adverse Occurrence, and the steps being taken by the Borrower with respect thereto; and

(vii)     such other financial or other information or certification as the Lender may reasonably request;

(b)     maintain and preserve its existence as a limited liability company organized and in good standing under the laws of the State of its organization and in each other jurisdiction in which the character of the properties owned, leased or operated by it or the business conducted by it makes such qualification necessary and where the failure to qualify could constitute a Material Adverse Occurrence;

(c)     maintain insurance of such types and in such amounts as are maintained by companies of similar size engaged in the same or similar businesses and as may be required by any Loan Document; provided , that , each policy insuring any Collateral securing the Loans shall name the Lender as the lender loss payee and each policy of the liability insurance shall name the Lender as an additional insured;

(d)     file all federal and state income tax and other tax returns (including, without limitation, withholding tax returns) which are required and make payments as required of such taxes; provided, however, that : (i) the Borrower shall not be required to pay any such tax so long as the validity thereof is being contested in good faith by appropriate proceedings, the Borrower’s title to its property is not materially adversely affected, its use of such property in the ordinary course of its business is not materially interfered with and adequate reserves with respect thereto have been set aside on the Borrower’s books in accordance with GAAP; and (ii) in all events, the Borrower shall pay, or cause to be paid, all such taxes forthwith upon the commencement of foreclosure of any Lien which may have attached as security therefor ;

(e)     reimburse the Lender for reasonable expenses, fees and disbursements (including, without limitation, reasonable attorneys ’ fees and legal expenses), incurred in connection with the preparation or administration of this Agreement or any other Loan Document or the Lender’s enforcement of the obligations of the Borrower under any Loan Document, whether or not suit is commenced, which attorneys’ fees and legal expenses shall include, but not be limited to, any attorneys’ fees and legal expenses incurred in connection with any appeal of a lower court’s judgment or order;

(f)     permit the Lender and its representatives at reasonable times and intervals and upon reasonable notice to visit the Borrower ’s offices and the offices and locations of each other Person storing any Collateral and inspect their respective books and records including, without limitation, permitting the Lender to examine any Collateral securing the Loans and reimburse the Lender for all examination fees and expenses incurred in connection with such examinations at its then current rate for such services and for its out-of-pocket expenses incurred in connection therewith;

(g)     maintain in full force and effect all of the Borrower ’s material rights, licenses, certifications, franchises and comply with all applicable laws and regulations necessary to enable it to conduct its business;

(h)     promptly, upon request by the Lender: (i) correct any defect or error that may be discovered in any Loan Document or in the execution, acknowledgment or recordation thereof; (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register, any and all deeds, conveyances, mortgages, deeds of trust, trust deeds, assignments, estoppel certificates, financing statements and continuations thereof, notices of assignment, transfers, certificates, assurances and other instruments as the Lender may reasonably require from time to time in order: (A) to carry out more effectively the purposes of the Loan Documents; (B) to perfect and maintain the validity, effectiveness and priority of any Liens intended to be created by the Loan Documents; and (C) to better assure, convey, grant, assign, transfer, preserve, protect and confirm unto the Lender the rights granted now or hereafter intended to be granted to the Lender under any Loan Document or under any other instrument executed in connection with any Loan Document or that the Borrower may be or become bound to convey, mortgage or assign to the Lender in order to carry out the intention or facilitate the performance of the provisions of any Loan Document; and (iii) cause each other Loan Party to do all of the foregoing;

(i)     Borrower shall pay in a timely manner all applicable duties, freight, charges and like fees and charges of shippers, freight forwarders, carriers and warehousemen;

(j)     Deliver a copy of the FAA decommissioning certificate for each Airframe to the Lender by not later than two months after the date such Airframe is acquired by the Borrower; and

(k)     maintain the Borrower ’s primary depository accounts with the Lender.

8.      Negative Covenants .

The Borrower hereby agrees with the that, for so long as any Loan remains unpaid or the Line of Credit is available to the Borrower, the Borrower shall not:

(a)     create, incur or suffer to exist any Liens encumbering any of its assets, including without limitation any real or personal property owned by the Borrower, except: (i)  Liens in favor of the Lender; or (ii) Permitted Liens;

(b)     create, incur, assume or suffer to exist any Indebtedness except : (i) the Indebtedness under this Agreement or any other Loan Document; (ii) current liabilities (other than borrowed money) incurred in the ordinary course of business; (iii) Indebtedness in respect of hedge agreements, including Hedge Agreements, entered into in the ordinary course of business to hedge or mitigate risks to which Borrower is exposed in the conduct of its business or the management of its liabilities and not for speculative purposes; (iv) Indebtedness in respect of taxes, assessments or government charges to the extent that payment thereof shall not at the time be required to be made under this Agreement; or (v) Subordinated Debt;

(c)     lease, sell or otherwise convey all or any substantial portion of its property and business to any other entity or entities, whether in one transaction or a series of related transactions, except for sales of Inventory in the ordinary course of Borrower ’s business;

(d)     consolidate with or merge into or with any other entity or entities or liquidate, wind up or dissolve itself or suffer any liquidation or dissolution ;

(e)     declare or pay any cash dividends, purchase, redeem, retire or otherwise acquire for value any of the Borrower ’s membership interest (or any warrant or option to purchase any such membership interest) now or hereafter outstanding, or return any capital to its members;

(f)     acquire, make or hold any Investment in any other Person except:

(i)     loans or advances to officers and employees of the Borrower to finance travel, entertainment and relocation expenses and other ordinary business purposes in the ordinary course of business as presently conducted; provided, however, that the aggregate outstanding principal amount of all loans and advances permitted pursuant to this clause shall not exceed $50,000 at any one time;

(ii)     Extensions of credit in the nature of accounts or notes receivable arising from the sale of goods and services in the ordinary course of business;

(iii)     Shares of stock, obligations or other securities received in settlement of claims arising in the ordinary course of business; and

(iv)     investments in Hedge Agreements and other hedging agreements permitted by Section 8(b)(iii);

(g)     (i) assume, guarantee, endorse or otherwise become liable upon the obligation of any Person, firm or corporation except pursuant to the Loan Documents or by endorsement of negotiable instruments for deposit or collection in the ordinary course of business, nor (ii) sell any notes or accounts receivable with or without recourse;

(h)     engage in any business other than the business engaged in by the Borrower on the date of this Agreement, or make any material change in the nature of the business of the Borrower as carried on the date of this Agreement ;

(i)     maintain, establish, sponsor or contribute to any Plan which is a defined benefit plan and shall not permit any of its ERISA Affiliates to do so;

(j)     either: (i) form or acquire any corporation or company which would thereby become a Subsidiary; or (ii) form or enter into any partnership as a limited or general partner or form or enter into any joint venture;

(k)     materially change its selling terms of payment on accounts receivable as in effect on the Effective Date;

(l)     either: (i) permit the direct or indirect transfer, distribution or payment of any of its funds, assets or property to any Affiliate, except that the Borrower may pay: (A)  bona fide employee compensation (including benefits) to Affiliates for services actually rendered to the Borrower; (B) expenses incurred by an employee in the ordinary course of business; (C) expenses or rents for services or property or the use thereof allocated to the Borrower; provided , however , that all such payments pursuant to subsections (i)(A), (B) and (C) shall not exceed the amount which would be payable in a comparable arm’s length transaction with a third party who is not an Affiliate; (ii) except as otherwise permitted by Sections 8(f)(i) of this Agreement, lend or advance money, credit or property to any Affiliate; (iii) invest in (by capital contribution or otherwise) or purchase or repurchase any stock or Indebtedness, or any assets or properties, of any Affiliate; or (iv) guarantee, assume, endorse or otherwise become responsible for, or enter into any agreement or instrument for the purpose of discharging or assuming (directly or indirectly, through the purchase of goods, supplies or services or otherwise) the Indebtedness, performance, capability, obligations, dividends or agreement for the furnishing of funds of any Affiliate or any officer, director or employee;

(m)     make any loan to, or otherwise extend any credit to, Borrower ’s officers, directors, shareholders, partners, members, managers or Affiliates or to any member of any such Person’s immediate family, except for loans expressly permitted by Section 8(f)(i);

(n)     materially change its selling terms of payment on Accounts as in effect on the date of this Agreement or provide dating terms except on a basis consistent with past business practices of the Borrower;

(o)     except as permitted by the Subordination Agreement pertaining to an item of Subordinated Debt: (i) make any payment of, or purchase, redeem, or acquire, any Subordinated Debt; (ii) give security for all or any part of any Subordinated Debt; (iii) take or omit to take any action whereby the subordination of any Subordinated Debt or any part thereof to the Obligations might be terminated, impaired or adversely affected; (iv) settle, compromise, discharge or otherwise reduce the outstanding principal amount of any Subordinated Debt or exercise any right to convert the Subordinated Debt to equity; or (v) omit to give the Lender prompt written notice of any default or event which, with the giving of notice or lapse of time, would constitute a default under any other agreement or instrument relating to any Subordinated Creditor; or

(p)     change the Borrower ’s fiscal year end to a date other than March 31.

9.      Event s of Default .

The occurrence of any one or more of the following shall constitute an Event of Default (“ Event of Default ”) hereunder:

(a)     the Borrower shall default (i) in the due and punctual payment of any installment of interest or principal on any Airframe Acquisition Loan on the date when due, or (ii) in the due and punctual payment of any other amount which is due and payable to the Lender under any Loan Document within five days of the date when due;

(b)     the Borrower shall default in the due performance or observance of any covenant set forth in Sections 7(b), 7(c), 7(i), 7(h) or in Section 8;

(c)     Borrower shall default (other than those defaults covered by other subsections of this Section 9) in the due performance or observance of any term, covenant, agreement or warranty contained in any Loan Document on its part to be performed, and such default shall continue for a period of thirty (30) days after the earliest of: (i) the date the Borrower gives notice of such default to the Lender; (ii) the date the Borrower should have given notice of such default to the Lender pursuant to Section 7(a)(ii); or (iii) the date the Lender gives notice of such default to the Borrower;

(d)     Borrower shall default and fail to cure such default in the time provided therein, under the terms of any other agreement, indenture, deed of trust, mortgage, promissory note or security agreement governing the borrowing of sums money in excess of $10,000; and: (i) the maturity of any amount owed under such document or instrument is accelerated; or (ii) such default shall continue unremedied or unwaived for a period of time to permit such acceleration;

(e)     Borrower shall become insolvent or generally fail to pay, or admit in writing Borrower ’s inability to pay its debts as they become due; or Borrower shall apply for, consent to, or acquiesce in, the appointment of a trustee, receiver or other custodian for Borrower or for Borrower’s property, or make a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, receiver or other custodian shall be appointed for Borrower or for a substantial part of Borrower’s property and not be discharged within sixty (60) days; or any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding shall be commenced by or against Borrower and if commenced against Borrower, be consented to or acquiesced in by Borrower or remain for sixty (60) days undismissed; or Borrower shall take any action to authorize any of the foregoing;

(f)     any judgments, writs, warrants of attachment, executions or similar process (not covered by insurance) shall be issued against Borrower or any of Borrower ’s assets where the aggregate amount of such judgments, writs, warrants of attachment, executions or similar process exceed $50,000.00 and are not released, vacated, suspended, stayed, abated or fully bonded prior to any sale and in any event within thirty (30) days after its issue or levy;

(g)     Airco shall cease to own, directly or indirectly, all of the Borrower ’s issued and outstanding membership interest or shall cease to have the power to elect a majority of the Borrower’s directors or shall cease to direct the Borrower’s management policies;

(h)     the occurrence of any default by Borrower under any Consignment Agreement or Disassembly Agreement or the termination of any such agreement;

(i)     the Lender, in its sole discretion, shall determine in good faith that there has been a Material Adverse Occurrence;

(j)     any representation or warranty set forth in this Agreement or any other Loan Document shall be untrue in any material respect on the date as of which the facts set forth are stated or certified;

(k)     there is instituted against Borrower or any executive officer of Borrower any criminal proceeding for which forfeiture of any material asset is a potential penalty, or the Borrower is enjoined, restrained or in any way prevented by order of any governmental authority from conducting any material part of its business affairs and such order is not completely stayed, to the satisfaction of the Lender, or dissolved within two business days from the effective date of such order;

(l)     the occurrence of any “Event of Default” under (i) the First Loan Agreement or (ii) the Air T Loan Agreement; or

(m)     any Loan Party shall seek to revoke, repudiate or disavow the enforceability of any Loan Document.

Upon: (1) the occurrence of any Event of Default described in Section  9(e), the full unpaid principal amount of the Notes and all other obligations of the Borrower to the Lender shall automatically be due and payable without any declaration, notice, presentment, protest or demand of any kind (all of which are hereby waived); or (2) the occurrence of any other Event of Default, the Lender, upon written notice, may terminate the Line of Credit and may declare the outstanding principal amount of the Notes and all other obligations of the Borrower to the Lender to be due and payable without other notice, presentment, protest or demand of any kind, whereupon the full unpaid amount of the Notes and any and all other obligations, which shall be so declared due and payable, shall be and become immediately due and payable. In addition, the Lender may exercise any right or remedy available to it pursuant to any Loan Document, at law or in equity.

10.      Accounting Terms and Calculations .

Except as may be expressly provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP consistently applied for the Borrower as used in the preparation of the Borrower ’s financial statements described in Section 7(a)(i).

11.     Definitions.

For purposes of this Agreement, the following terms shall have the following meanings :

“ Acquired Assets ”: All of the parts, rights and documents included in an Airframe Acquisition.

“ Acquisition ”: Any transaction or series of transactions by which the Borrower acquires, either directly or through a Subsidiary or otherwise, (a) any or all of the stock or other securities of any class of any Person if, after giving effect to such transaction, such Person would be an Affiliate of the Borrower; or (b) a substantial portion of the assets or a division, or line of business of any Person.

“ Affiliate ”: Shall mean, with respect to the Borrower, any Person which directly or indirectly controls, is controlled by, or is under common control with, the Borrower. One Person shall be deemed to control another Person if the controlling Person owns directly or indirectly 10% or more of any class of voting stock of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the controlled Person, whether through ownership of stock, by contract or otherwise.

“ Airframe Acquisition Loan(s) ”: Shall have the meaning given such term in the Recitals to this Agreement.

“ Airframe Acquisition Loan Fee ”: Shall have the meaning given such term in Section 2(a)(v) of this Agreement.

“ Airframe Acquisition Loan Request ”: Shall have the meaning given such term in Section 2(a)(iv)(A) of this Agreement.

“ Airframe Acquisition Note ”: Shall have the meaning given such term in Section 2(a)(ii).

“ Air T Loan Agreement ”: Shall mean that certain Credit Agreement dated as of December 21, 2017, by and between the Lender and Air T, as it may be amended, modified, supplemented, restated or replaced from time to time.

“ Airco ”: As defined in Section 1(e) of this Agreement.

“ Airco Bailee Agreement ”: That certain Bailee Agreement dated as of October 27, 2017, executed by Airco, the Borrower and the Lender, with regards to Collateral in the possession of Airco, as originally executed and as it may be amended, modified, supplemented, restated or replaced from time to time.

“ Airframe ”: The mechanical structure of an aircraft, including, without limitation, its fuselage, wings and undercarriage, but excluding its jet engines.

“ Airframe Acquisition ”: Shall have the meaning given such term in Section 2(a)(iv)(A) of this Agreement.

Airframe Purchase Agreement ”: Shall have the meaning given such term in Section 2(a)(iv)(A) of this Agreement.

“ Airframe Transaction Documents ”: Shall have the meaning given such term in Section 2(a)(iv)(A)(IV) of this Agreement.

“ Air T ”: Air T, Inc., a Delaware corporation.

“ Audit ”: As defined in Section 12 of this Agreement.

“ Bailee Agreement(s) ”: The Jet Yard Bailee Agreement, the Airco Bailee Agreement and each other bailee agreement executed by the owner of a facility where Collateral is located from time to time.

“ Banking Services ”: Each and any of the following Lender services provided to Borrower by Lender or any of its affiliates: (a) commercial credit cards, (b) stored value cards, and (c) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).

“ Banking Services Liabilities ”: Any and all obligations of the Borrower, whether absolute or contingent and howsoever and whenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

“ Borrowing Base . At any date of determination, the sum of: (a) 60% of Eligible Inventory; plus (b) 100% of Eligible Accounts Receivable; provided , however, that the Lender reserves the right, in its discretion, to and to establish reserves as it deems appropriate and to adjust such borrowing base percentages based on its periodic evaluation of the Collateral. The amount of the Borrowing Base shall be determined periodically by the Lender.

“ Borrowing Base Certificate ”: As defined in Section 7(a)(ii) of this Agreement.

“ Cape Town Convention ”: The English language text of the Convention on International Interests in Mobile Equipment, adopted on November 16, 2001 at a diplomatic conference held in Cape Town, South Africa, as implemented and modified by the Protocol to the Convention on Matters Specific to Aircraft Equipment as adopted by the United States of America, and as the same may be further amended or modified from time to time.

“ Capitalized Lease ”: Any lease which, in accordance with GAAP, is capitalized on the books of the lessee.

“ Code ”: As defined in Section 8(e) of this Agreement.

“ Collateral ”: As defined in Section 1 of this Agreement.

“ Consigned Inventory Eligibility Requirements ”: As set forth on Exhibit C to this Agreement.

“ Consignment Agreement ”: As defined in Section 1 of this Agreement.

“ Contrail ”: Contrail Aviation Support, LLC, a Wisconsin limited liability company.

“ Contingent Obligation ”: With respect to any Person at the time of any determination, without duplication, any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or otherwise, or entered into for the purpose of assuring in any manner the owner of such Indebtedness of the payment of such Indebtedness or to protect the owner against loss in respect thereof.

“ Default ”: As defined in Section 5(b) of this Agreement.

“ Disassembly Agreement ”: As defined in Section 2(a)(iv)(A)(III) of this Agreement.

“ Effective Date ”: The date of this Agreement or, if conditions precedent set forth in Section 5 shall not have been satisfied or waived in writing by the Lender on such date, then such later date specified by the Borrower on or after the date on which all of such conditions precedent shall have been satisfied or waived in writing by the Lender.

“ Eligible Accounts ”: At any date of determination, the United States dollar value (net of deposits, finance charges and/or service charges) of only such accounts of the Borrower arising from the rendering of sale of goods in the ordinary course of Borrower’s business in which the Lender holds a perfected first priority Lien and as to which the Lender, in its reasonable business judgment, shall from time to time determine to be collectible in a timely manner in the ordinary course of business without dispute or set-off. Without limiting the Lender’s right, in its reasonable business judgment, to consider any account not to be an Eligible Account, and by way of example only of types of accounts that the Lender will consider not to be Eligible Accounts, the Lender, notwithstanding any earlier classification of eligibility, may consider any account not to be an Eligible Account if: (a) any warranty is breached as to the account or the account debtor disputes liability or makes any claim with respect to the account; (b) (i) the account is not paid by the account debtor within 90 days after its invoice date; or (ii) the account is owed by any account debtor who has not paid 10% or more of such account debtor’s accounts within the time period specified in subsection (b)(i) above; (c) a petition in bankruptcy or other application for relief under any insolvency law is filed with respect to the account debtor owing the account, or the account debtor owing the account assigns for the benefit of creditors, becomes insolvent, fails, suspends, or goes out of business, or the Lender, in its reasonable business judgment, shall become dissatisfied with the creditworthiness of an account debtor owing an account; (d) the account arises from a sale to an account debtor outside the United States, unless the sale is on letter of credit, acceptance or other terms acceptable to the Lender; (e) the account debtor is an employee, or Affiliate of the Borrower, or an entity which has common officers, managers or directors with the Borrower; (f) the account debtor is the United States of America or any agency or department thereof and the account is subject to the Assignment of Claims Act; (g) the account is a bonded account; (h) the account balance includes the amount of any counterclaims or offsets which have been or may be asserted against the Borrower by the account debtor (including offsets for any "contra accounts" owed by the Borrower to the account debtor for goods purchased by the Borrower or for services performed for the Borrower); (i) the account debtor is a state, county, city, town or municipality; or (k) any account for a customer deposit.

“ Eligible Inventory ”: Shall mean the aggregate United States dollar Fair Market Value of the Borrower’s aircraft parts Inventory, in which only the Lender holds a perfected first priority security interest and as to which the Lender, in its reasonable business judgment, shall elect from time to time to constitute Eligible Inventory. Without limiting the Lender’s right, in its reasonable business judgment, to consider any inventory not to be Eligible Inventory, and by way of example only of types of inventory that the Lender will consider not to be Eligible Inventory, the Lender, notwithstanding any earlier classification of eligibility, may consider any inventory not to be Eligible Inventory if: (a) such inventory is not located at (or in transit to or from) a facility owned and operated by either Jet Yard or Airco that is located in the domestic United States; and (b) in the case of Inventory that is consigned by Borrower to a consignee, the Borrower has not complied with any of the Consigned Inventory Eligibility Requirements. The value of Eligible Inventory shall be the lower of the cost or market value of the Eligible Inventory computed on a first-in, first-out basis

“ Event of Default ”: As defined in the introductory paragraph of Section 9 of this Agreement.

“ Existing Term Loan ”: As defined in the Recitals to this Agreement.

“ Fair Market Value ”: The price a willing non-affiliated buyer would pay a willing seller for an item of Inventory (neither being under any compulsion to buy or sell), whether or not such item of Inventory has been physically removed from the Airframe. The Fair Market Value of an item of Inventory included in Eligible Inventory shall be determined based on the most recent invoice price of a similar item of Inventory actually sold by the Borrower or by an Affiliate of Borrower to a non-affiliated buyer, or other supporting documentation provided by Borrower to Lender that is acceptable to Lender in its sole discretion; provided, however, that the Lender reserves the right to assign a lower Fair Market Value for any such item based on an Appraisal of the Inventory commissioned by Lender. At Lender’s request, Borrower shall promptly provide Lender with copies of invoices and other relevant materials to support its determination of Fair Market Value of any item(s) Inventory.

“ Hedge Agreement ”: Any agreement between Borrower and Lender or any affiliate of Lender (a “Hedge Provider”) now existing or hereafter entered into, which provides for and interest rate swap, cap, floor, collar, or any similar transaction or any combination of, or option with respect to, these or similar transactions, for the purpose of hedging Borrower’s exposure to fluctuations in interest rates.

“ Hedge Obligations ”: The liabilities, Indebtedness, and obligations of the Borrower, if any, to the Hedge Provider under any Hedge Agreement.

“ Indebtedness ”: Without duplication, all obligations, contingent or otherwise, which in accordance with GAAP should be classified upon the obligor’s balance sheet as liabilities, but in any event including the following (whether or not they should be classified as liabilities upon such balance sheet): (a) obligations secured by any mortgage, pledge, security interest, or other Lien, charge or other encumbrance existing on property owned or acquired subject thereto, whether or not the obligation secured thereby shall have been assumed and whether or not the obligation secured is the obligation of the owner or another party, in an amount equal to the lesser of (i) such liabilities and (ii) the greater of the purchase price or the fair market value of such property in such obligations have not been assumed; (b) any obligation on account of deposits or advances; (c) any obligation for the deferred purchase price of any property or services, except Trade Accounts Payable; (d) any obligation as lessee under any Capitalized Lease; (e) all guaranties, endorsements and other contingent obligations in respect to Indebtedness of others; (f) undertakings or agreements to reimburse or indemnify issuers of letters of credit or in connection with bankers’ acceptances; and (g) all Hedge Obligations. For all purposes of this Agreement, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture as to which such Person is or may become personally liable.

“ Inventory ”: Shall have the meaning given such term in the Security Agreement.

“ International Registry ”: Shall mean the International Registry of Mobile Assets located in Dublin, Ireland and established pursuant to the Cape Town Convention, along with any successor registry.

“ Investment ”: The acquisition, purchase, making or holding of any stock or other security, any loan, advance, contribution to capital, extension of credit (except for trade and customer accounts receivable for inventory sold or services rendered in the ordinary course of business and payable in accordance with customary trade terms), any acquisitions of real or personal property (other than real and personal property acquired in the ordinary course of business) and any purchase or commitment or option to purchase stock or other debt or equity securities of, or any interest in, another Person or any integral part of any business or the assets comprising such business or part thereof.

“ Jet Yard ”: Jet Yard, LLC, an Arizona limited liability company.

“ Jet Yard Bailee Agreement ”: That certain Bailee Agreement dated as of October 27, 2017, executed by Jet Yard, the Borrower and the Lender, with regards to Collateral in the possession of Jet Yard, as originally executed and as it may be amended, modified, supplemented, restated or replaced from time to time.

“ Liabilities ”: At any date of determination, the aggregate amount of liabilities appearing on the Borrower’s consolidated balance sheet at such date prepared in accordance with GAAP.

“ Lien(s) ”: Any security interest, mortgage, pledge, lien, hypothecation, judgment lien or similar legal process, charge, encumbrance, title retention agreement or analogous instrument or device (including, without limitation, the interest of the lessors under Capitalized Leases and the interest of a vendor under any conditional sale or other title retention agreement), including without limitation, any registrations on the International Registry without regard to whether such registrations are valid.

“ Line of Credit ”: As defined in the Recitals to this Agreement.

“ Line of Credit Commitment ”: As defined in the Recitals to this Agreement.

“ Loan(s) ”: The Airframe Acquisition Loans, together with each other loan now or hereafter provided by Lender to Borrower.

“ Loan Document(s) ”: As defined in Section 1 of this Agreement.

“ Loan Party(ies) ”: Individually, or collectively, the Borrower and each Person who executes a guaranty of the Obligations in favor of the Lender. On the Effective Date, the Borrower is the sole Loan Party.

“ Material Adverse Occurrence ”: Any occurrence of whatsoever nature (including, without limitation, any adverse determination in any litigation, arbitration, or governmental investigation or proceeding) which could reasonably be expected to materially and adversely affect: (a) the financial condition or operations of Borrower; (b) the ability of Borrower to perform its obligations under the Loan Documents; (c) the validity or enforceability of the material obligations of Borrower under the Loan Documents; (d) the rights and remedies of the Lender against Borrower; or (e) the timely payment of the principal of and interest on the Loan or other amounts payable by the Borrower hereunder or under any other Loan Document.

“ Net Proceeds ”: With respect to any sale of Inventory, the cash proceeds received by the Borrower from such transaction after deducting the ten percent (10%) commission payable to Airco pursuant to the Consignment Agreement.

“ Note(s) : Individually or collectively, the Airframe Acquisition Notes and each other promissory note now or hereafter made payable by Borrower to Lender, in each case, as such promissory note may be amended, modified or supplemented from time to time, and such term shall include any substitutions for, or renewals of, each such promissory note.

“ Obligations ”: All Loans, advances, debts, liabilities, obligations, Banking Services Liabilities, covenants and duties, owing by Borrower to the Lender of any kind or nature, present or future, which arise under this Agreement, any other Loan Document or any permitted Hedge Agreement or by operation of law, whether or not evidenced by any note, guaranty or other instrument, whether or not for the payment of money, whether arising by reason of an extension of credit, opening, guarantying or confirming of a letter of credit, guaranty, indemnification or in any other manner, whether joint, several, or joint and several, direct or indirect (including those acquired by assignment or purchases), absolute or contingent, due or to become due, and however acquired. The term includes, without limitation, all principal, interest, fees, charges, expenses, attorneys’ fees, and any other sum chargeable to Borrower under this Agreement or any other Loan Document or any permitted Hedge Agreement.

“ Patriot Act ”: As defined in Section 6(t) of this Agreement.

“ Permitted Liens ”:

(a)      Deposits or pledges to secure payment of workers’ compensation, unemployment insurance, old age pensions or other social security obligations, in the ordinary course of business of the Borrower; and

(b)      Liens for taxes, fees, assessments and governmental charges not delinquent or to the extent that payments therefor shall not at the time be required to be made in accordance with the provisions of Section 7(d) ;

“ Person ”: Any natural person, corporation, partnership, joint venture, firm, association, trust, unincorporated organization, government or governmental agency or political subdivision, or any other entity, whether acting in an individual, fiduciary or other capacity.

“ Pledge Agreement ”: As defined in Section 1(d) of this Agreement.

“ Regulatory Change ”: As to the Lender, any change (including any scheduled change) applicable to a class of banks which includes the Lender in any:

(a)      federal or state law or foreign law; or

(b)      regulation, interpretation, directive or request (whether or not having the force of law) of any court or governmental authority charged with the interpretation or administration of any law referred to in clause (a) of this definition or of any fiscal, monetary or other authority having jurisdiction over such class of banks;

or the adoption after the date hereof of any new or final law, regulation, interpretation, directive or request applicable to a class of banks which includes the Lender.

“ Security Agreement ”: That certain Security Agreement dated as of October 27, 2017, executed by the Borrower in favor of the Lender, as originally executed and as it may be amended, modified, supplemented, restated or replaced from time to time.

“ Solvent ”: Shall mean, with respect to any Person on any date of determination, that on such date:

(a) the fair value of such Person ’s tangible and intangible assets as a going concern is in excess of the total amount of such Person’s liabilities including, without limitation, Contingent Obligations;

(b) such Person is then able to pay its debts as they mature; and

(c) such Person has capital sufficient to carry on its business.

“ Stated Termination Date ”: As defined in Section 2(a)(i) of this Agreement.

“ Subordination Agreement(s) ”: Each subordination agreement now or hereafter executed by a creditor of the Borrower in favor of the Lender.

“ Subordinated Creditor ”: Each holder of Subordinated Debt.

“ Subordinated Debt ”: At any date of determination, the outstanding principal amount of any Indebtedness of the Borrower which has been subordinated to the payment of the Obligations pursuant to a Subordination Agreement acceptable to the Lender in its sole discretion.

“ Subsidiary ”: Any Person of which or in which the Borrower and its other Subsidiaries own directly or indirectly 50% or more of: (a) the combined voting power of all classes of stock having general voting power under ordinary circumstances to elect a majority of the board of directors of such Person, if it is a corporation, (b) the capital interest or profit interest of such Person, if it is a partnership, joint venture or similar entity, or (c) the beneficial interest of such Person, if it is a trust, association or other unincorporated organization.

“ Taxes ” All present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments.

“ Termination Date ”: As defined in Section 2(a)(i) of this Agreement.

“ Total Usage ”: At any date of determination, the sum of (a) the aggregate outstanding principal balance of the Airframe Acquisition Loans plus (b) the outstanding principal balance of the Existing Term Loan.

“ Trade Accounts Payable ”: The trade accounts payable of any Person with a maturity of not greater than 90 days incurred in the ordinary course of such Person’s business.

12.      Collateral Audit ; Appraisals .

Borrower acknowledges and agrees that, while the Loan or any portion thereof remains outstanding, Lender has the right at any time to obtain an audit (“ Audit ”) of the Collateral (or any portion thereof) performed by employees of the Lender or by a consultant or auditor engaged by the Lender. If any of the Collateral or related books or records are in the possession of a third party, the Borrower authorizes that third party to permit the Lender or its agents to have access to perform inspections or audits and to respond to the Lender’s (or Lender’s agent’s) requests for information concerning such Collateral and records. The Borrower further agrees to promptly reimburse the Lender for all expenses, charges, costs and fees of any such Audit and Lender’s internal review of such Audit; provided, that, prior to the occurrence of an Event of Default, Borrower’s obligation to reimburse Lender pursuant to this Section 12 shall be limited to expenses, fees, costs and expenses incurred with respect to one Audit per calendar year.

Borrower further acknowledges and agrees that if, on the date that is nine (9) months after the date of disbursement of an Airframe Acquisition Loan, the outstanding principal balance of such Airframe Acquisition Loan is greater than or equal to $1,000,000, the Lender shall have the right to engage an appraiser to appraise the remaining Acquired Assets purchased with proceeds of such Airframe Acquisition Loan, and the Borrower shall promptly reimburse the Lender for all expenses, charges, costs and fees of any such appraisal.

13.      Miscellaneous .

(a)      Notices . Any notices or demands required or contemplated hereunder shall be written and shall be effective two days after the placing thereof in the United States mails postage prepaid or with a nationally-recognized courier service such as Federal Express, addressed to the relevant party at its address set forth on the signature page below or upon transmission by telecopy to the relevant party at the telecopy number set forth on the signature page below and a confirmation is received or at any other address or telecopy number as may be designated by the party in a notice to the other parties provided , however , that any notice to the Lender pursuant to Section 2 shall not be deemed given until actually received by the Lender.

(b)      Counterparts . This Agreement may be executed in counterparts and by separate parties in separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same document. Receipt by telecopy, pdf file or other electronic means of any executed signature page to this Agreement shall constitute effective delivery of such signature page.

(c)      Governing L aw . This Agreement, the Notes and each other Loan Document shall be governed by, interpreted and construed in accordance with the internal laws, but not the law of conflicts, of the State of Minnesota.

(d)      General Indemnity . In addition to the payment of expenses pursuant to Section 7(f), whether or not the transactions contemplated hereby shall be consummated, the Borrower hereby indemnifies, and agrees to pay and hold the Lender, its affiliates and any holder of any Note, and their respective officers, directors, employees, agents, successors and assigns (collectively called the “Indemnitees”) harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for any of such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not any of such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by, or asserted against the Indemnitees (or any of them), in any manner relating to or arising out of the Loan Documents, the statements contained in any proposal letters or other similar correspondence delivered by the Lender (whether in person, by mail, courier or any electronic means), the Lender's agreement to make the Loans, or the use or intended use of the proceeds of the Loans (the “ Indemnified Liabilities ”); provided , however , that the Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of an Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The obligations of the Borrower under this Section 13(d) and under Section 7(f) shall survive any termination of this Agreement.

(e)     All payments made by the Borrower hereunder or under any Note will be made free and clear of, and without deduction or withholding for, any Taxes. If the Borrower shall be required to deduct any Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 13(e) the Lender or other recipient receives an amount equal to the sum it would have received had no such deduction been made; (ii) the Borrower shall make such deduction; and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Law.

(f)      Regulatory Change . If, as a result of any Regulatory Change:

(i)     any tax, duty or other charge with respect to any Loan, the Notes, the Letters of Credit or any commitment to lend is imposed, modified or deemed applicable, or the basis of taxation of payments to the Lender of interest or principal of the Loans is changed;

(ii)     any reserve, special deposit, special assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Lender is imposed, modified or deemed applicable;

(iii)     any increase in the amount of capital required or expected to be maintained by the Lender or any Person controlling the Lender is imposed, modified or deemed applicable;

(iv)     any other condition affecting this Agreement or any commitment to lend is imposed on the Lender or the relevant funding markets;

(v)     and the Lender determines that, by reason thereof, the cost to the Lender of making or maintaining the Loans or any commitment to lend is increased, or the amount of any sum receivable by the Lender hereunder or under the Notes is reduced, then, the Borrower shall pay to the Lender upon demand such additional amount or amounts as will compensate the Lender (or the controlling Person in the instance of (c) above) on an after-tax basis for such additional costs or reduction. Determinations by the Lender for purposes of this Section 13(f) of the additional amounts required to compensate the Lender shall be conclusive in the absence of manifest error. The Lender’s demand for payment of any amount pursuant to this Section 13(f) shall show the calculation of the amount demanded in reasonable detail. In determining such amounts, the Lender may use any reasonable averaging, attribution and allocation methods.

(g)      Participation . Lender may in its sole and exclusive discretion at any time issue participations in any or all of the Loans and in any or all or a portion of its obligations to make the Loans or to issue Letters of Credit to one or more participants in the Loans. Lender may divulge all information received by it from Borrower or any other source, including but not limited to information relating to the Loans and to the Borrower, to any such participant(s) or other lenders, and Borrower shall cooperate with Lender in satisfying the reasonable requirements of any such participant(s) or other lenders for consummating such a purchase, participation or assignment.

(h)      Successors and Assigns . This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrower may not assign or transfer its rights hereunder without the prior written consent of Lender.

(i)      Waivers, Amendments; etc . The provisions of this Agreement, or any other Loan Document, may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and the Lender.

(j)      Inconsistencies, etc . In the event of any conflict or inconsistency between or among the provisions of this Agreement and any other Loan Document, it is intended that the provisions of this Agreement and such other Loan Document be enforceable except to the extent that the enforcement of such provisions is irreconcilable and, in that event, the provisions of the Loan Document most favorable to the Lender shall be controlling.

(k)      WAIVER OF TRIAL BY JURY . THE BORROWER AND THE LENDER EACH WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS (i) UNDER THE LOAN DOCUMENTS OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION THEREWITH OR (ii) ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

(l)      Limitation of Liability . Neither the Lender nor any affiliate of the Lender shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to sue upon, any claim for any special, indirect or consequential damages suffered by the Borrower in connection with, arising out of, or in any way related to, this Agreement, the Notes or any other Loan Document, or the transactions contemplated and the relationship established hereby or thereby, or any act, omission or event occurring in connection herewith or therewith.

(m)      Customer Identification - USA PATRIOT Act Notice . The Lender hereby notifies the Borrower that pursuant to the requirements of the Patriot Act, and the Lender’s policies and practices, the Lender is required to obtain, verify and record certain information and documentation that identifies the Borrower, which information includes the name and address of the Borrower and such other information that will allow the Lender to identify the Borrower in accordance with the Patriot Act.

(n)      Venue . AT THE OPTION OF THE LENDER, THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT TO WHICH THE BORROWER IS A PARTY MAY BE ENFORCED IN ANY FEDERAL COURT OR MINNESOTA STATE COURT SITTING IN MINNEAPOLIS OR ST. PAUL, MINNESOTA; AND THE BORROWER CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT. IN THE EVENT THE BORROWER COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, THE LENDER AT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE-DESCRIBED, OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE.

(o)     The words “hereof,” “herein,” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to Sections, Exhibits, Schedules and like references are to this Agreement unless otherwise expressly provided. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Unless the context in which used herein otherwise clearly requires, “or” has the inclusive meaning represented by the phrase “and/or.”

(p)     Entire Agreement; Document Construction . This Agreement, the Notes and the other Loan Documents embody the entire agreement and understanding between the Borrower and the Lender with respect to the subject matter hereof and thereof. This Agreement supersedes all prior agreements and understandings relating to the subject matter hereof. This Agreement, the Note and each other Loan Document has been reviewed by all parties hereto and incorporate the requirements of such parties. Each party waives the rule of construction that any ambiguities are to be resolved against the party drafting the same and agrees such rules will not be employed in the interpretation of this Agreement, the Note or any other Loan Document.

(q)      Document Imaging, Electronic Transactions and the UETA . Without notice to or consent of Borrower, Lender may create electronic images of this Agreement and the other Loan Documents and destroy paper originals of any such imaged documents. Provided that such images are maintained by or on behalf of Lender as part of Lender’s normal business processes, Borrower agrees that such images have the same legal force and effect as the paper originals, and are enforceable against Borrower. Furthermore, Borrower agrees that Lender may convert any Loan Document into a “transferrable record” as such term is defined under, and to the extent permitted by, the UETA, with the image of such instrument in Lender’s possession constituting an “authoritative copy” under the UETA.

(r)      Single Purpose Entity .      Borrower’s sole business purpose shall be to own and sell the Acquired Assets. Borrower (i) shall conduct business only in its own name, (ii) shall not engage in any business or have any assets unrelated to the Acquired Assets, (iii) shall not have any indebtedness other than as permitted by this Agreement and other than trade payables incurred in the ordinary course of Borrower’s business, (iv) shall have its own separate books, records, and accounts (with no commingling of assets), (v) shall hold itself out as being an entity separate and apart from any other person or entity, (vi) shall not change its name or identity unless Borrower shall have obtained the prior written consent of Lender to such change, and shall have taken all actions necessary or requested by Lender to file or amend any financing statement or continuation statement to assure perfection and continuation of perfection of security interests under the Loan Documents, and (vii) shall not amend its limited liability company agreement in any way that would have a material adverse effect on its ability to own or sell the Acquired Assets or to perform its obligations under the Loan Documents unless Borrower shall have obtained the prior written consent of Lender to such change.

(s)      Document Construction . This Agreement, the Note and each other Loan Document has been reviewed by all parties hereto and incorporate the requirements of such parties. Each party waives the rule of construction that any ambiguities are to be resolved against the party drafting the same and agrees such rules will not be employed in the interpretation of this Agreement, the Notes or any other Loan Document.

(t)      Security Agreement . Borrower acknowledges and agrees that its Obligations under this Agreement are secured by a first priority Lien on all of its assets granted by the Borrower to the Lender pursuant to the Security Agreement.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above.

Address for Notices:

With a copy to (which shall not constitute notice or service of process):

[signature page to Second Loan Agreement]

Address for Notices:

With a copy to (which shall not constitute notice or service of process):

[Signature page to Second Loan Agreement]

EXHIBITS TO LOAN AGREEMENT

EXHIBITS

Exhibit 10.2

AIRFRAME ACQUISITION NOTE

FOR VALUE RECEIVED, AIRCO 1, LLC, a Delaware limited liability company (“Borrower”) promises to pay to the order of MINNESOTA BANK & TRUST, a Minnesota state banking corporation (“Lender”) or its assigns, at Lender ’s offices located at 7701 France Avenue South, Suite 110, Edina, Minnesota 55435, or such other place as may be designated from time to time by the holder hereof, in lawful money of the United States of America, the principal sum of FIVE MILLION AND NO/100THS DOLLARS ($5,000,000), together with interest thereon as hereinafter provided.

1.      Interest . Interest shall accrue on the principal balance hereof at a fixed rate of 5.00% per annum.

2.      Payment . Borrower shall pay the principal of this Note and interest thereon as follows:

(a)     On the first day of each month, commencing on March 1, 2018, to and including February 1, 2019, there shall be due and Borrower shall pay monthly installments of accrued interest hereon; and

(b)     On February 21, 2019 (the “Maturity Date”), the entire remaining principal balance of this Note, together with any accrued, unpaid interest thereon, shall be due and payable in full.

3.      Prepayment . Borrower may voluntarily prepay the loan evidenced by this Note in whole or in part at any time; without premium or penalty.

4.      Computation of Interest . Interest charges will be calculated on amounts advanced hereunder on the actual number of days said amounts are outstanding. Such interest shall be computed on the basis of a year comprised of 360 days, but charged for the actual number of days elapsed (including the first day but excluding the last day) occurring in the period for which interest is payable. Payments under this Note shall be applied initially against accrued interest and escrow charges, if any, and thereafter in reduction of principal.

5.      Loan Agreement . This Note is one of the Airframe Acquisition Notes referred to in, and is entitled to the benefits of, the Second Loan Agreement dated as of February 22, 2018 (the Second Loan Agreement as amended, modified, supplemented or restated from time to time being the “Loan Agreement;” capitalized terms not otherwise defined herein being used herein as therein defined) by and between the Borrower and the Lender. The Loan Agreement, among other things, (i) provides for the making of the Airframe Acquisition Loan evidenced by this Note; (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events prior to the maturity hereof upon the terms and conditions therein specified; and (iii) contains provisions for the mandatory prepayment hereof upon certain conditions.

AIRFRAME ACQUISITION NOT E

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6.      Security . This Note is secured, inter alia , by that certain Security Agreement dated as of October 27, 2017, executed by the Borrower in favor of the Lender.

7.      Default Rate, etc . Borrower acknowledges that if any payment required under this Note is not paid within ten (10) days after the same becomes due and payable, Lender will incur extra administrative expenses ( i.e. , in addition to expenses incident to receipt of timely payment) in connection with the delinquency in payment. Because, from the nature of the case, the actual damages suffered by Lender in incurring such extra administrative expenses would be impracticable or extremely difficult to ascertain, it is agreed that five percent (5%) of the amount of the delinquency payment shall be the amount of damages to which the Lender is entitled, upon such breach, in compensation for such extra administrative expenses. Therefore, Borrower shall, in such event, without further notice, pay to Lender liquidated damages in the amount of five percent (5%) of the amount of such delinquent payments. The provisions of this paragraph are intended to govern only the determination of the above-described damages in the event of a breach in performance of the obligation of Borrower to make timely payments hereunder. Nothing in this Note shall be construed as an express or implied agreement by Lender to forbear in the collection of any delinquent payment, or be construed as in any way giving the undersigned the right, express or implied, to fail to make timely payment hereunder, whether upon payment of such damages or otherwise. The right of Lender to receive payment of such liquidated damages, and receipt thereof, are without prejudice to the right of Lender to collect such delinquent payments and any other amounts required to be paid hereunder or under any security for this Note or to declare a default hereunder or under any security for this Note. In addition to the foregoing, upon the occurrence of a Default or Event of Default (as defined in the Loan Agreement) or if the principal balance and all interest accrued thereon have not been repaid on or before the Maturity Date, then in addition to any remedies available to Lender, hereunder, under the Loan Agreement, under any other Loan Document, at law or in equity, interest payable hereunder shall be computed thereon from and after that date at a rate of four percent (4%) per annum in excess of the interest rate then payable pursuant to Paragraph 1 of this Note, as such rate changes from time to time, or at the maximum lawful rate of interest which may be charged thereon by Lender, if any, whichever is less (hereinafter called “Default Rate”), until the Default is cured or the principal balance and all accrued, unpaid interest thereon, together with any other amounts payable by Borrower to Lender hereunder, under the Loan Agreement or under any other Loan Document are paid in full.

8.      Waivers . Borrower and any endorsers or guarantors hereof severally waive presentment and demand for payment, notice of intent to accelerate maturity, protest or notice of protest and non-payment, bringing of suit and diligence in taking any action to collect any sums owing hereunder or in proceeding against any of the rights and properties securing payment hereunder, and expressly agree that this Note, or any payment hereunder, may be extended from time to time, and consent to the acceptance of further security or the release of any security for this Note, all without in any way affecting the liability of Borrower and any endorsers or guarantors hereof. No extension of time for the payment of this Note, or any installment thereof, made by agreement by Lender with any person now or hereafter liable for the payment of this Note, shall affect the original liability under this Note of the undersigned, even if the undersigned is not a party to such agreement.

AIRFRAME ACQUISITION NOT E

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9.      Event of Default . Any Event of Default (as defined in the Loan Agreement) shall constitute an Event of Default under this Note. Upon the occurrence of an Event of Default, in addition to any other rights or remedies Lender may have at law or in equity or under the Loan Agreement or under any other Loan Document, Lender may, at its option, without notice to Borrower, declare immediately due and payable the entire unpaid principal sum hereof, together with all accrued and unpaid interest thereon plus any other sums owing at the time of such Event of Default pursuant to this Note, the Security Agreement or any other Loan Document. The failure to exercise the foregoing or any other options shall not constitute a waiver of the right to exercise the same or any other option at any subsequent time in respect of the same event or any other event. The acceptance by the holder of any payment hereunder which is less than payment in full of all amounts due and payable at the time of such payment shall not constitute a waiver of the right to exercise any of the foregoing options at that time or at any subsequent time.

10.      Fees and Costs . Borrower agrees to pay all reasonable expenses for the preparation of this Note, as set forth in the Loan Agreement, including exhibits, and any amendments to this Note as may from time to time hereafter be required, and the reasonable attorneys’ fees and legal expenses of counsel for Lender from time to time incurred in connection with the preparation and execution of this Note and any document relevant to this Note, any amendments hereto or thereto. Borrower agrees to reimburse Lender upon demand for all reasonable out-of-pocket expenses (including attorneys’ fees and legal expenses) in connection with Lender’s enforcement of the obligations of the Borrower hereunder or under the Security Agreement or any other collateral document, whether or not suit is commenced including, without limitation, attorneys’ fees and legal expenses in connection with any appeal of a lower court’s order or judgment. The obligations of the Borrower under this paragraph shall survive any termination of the Loan Agreement, this Note, the Security Agreement, and any other Loan Document.

11.      Binding Effect . This Note shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns except that Borrower may not assign or transfer its rights hereunder without the prior written consent of Lender, which consent may be withheld in Lender’s sole discretion. In connection with the actual or prospective sale by the Lender of any interest or participation in the loan obligation evidenced by this Note, Borrower hereby authorizes the Lender to furnish any information concerning the Borrower or any of its affiliates, however acquired, to any person or entity.

AIRFRAME ACQUISITION NOT E

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12.      Waiver of Jury Trial; Consent to Jurisdiction . BORROWER WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION RELATING TO OR ARISING FROM THIS NOTE. AT THE OPTION OF BANK, THIS NOTE MAY BE ENFORCED IN ANY UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MINNESOTA OR THE STATE COURT SITTING IN HENNEPIN OR RAMSEY COUNTY, MINNESOTA. BORROWER CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT PROPER OR CONVENIENT. IN THE EVENT AN ACTION IS COMMENCED IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS NOTE, LENDER, AT ITS OPTION, SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE DESCRIBED, OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE.

13.      Choice of Laws . THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF.

14.      Severability . The invalidity or unenforceability in particular circumstances of any provision of this Note shall not extend beyond such provision or such circumstances and no other provision of this instrument shall be affected thereby.

15.      Usury . Borrower and Lender agree that no payment of interest or other consideration made or agreed to be made by Borrower to Lender pursuant to this Note shall, at any time, be in excess of the maximum rate of interest permissible by law. In the event such payments of interest or other consideration provided for in this Note shall result in an effective rate of interest which, for any period of time, is in excess of the limit of the usury or any other law applicable to the loan evidenced hereby, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice between or by any party hereto, be applied to the unpaid principal balance and not to the payment of interest; if a surplus remains after full payment of principal and lawful interest, the surplus shall be remitted by Lender to Borrower, and Borrower hereby agrees to accept such remittance. This provision shall control every other obligation of the Borrower and Lender relating to this Note.

AIRFRAME ACQUISITION NOT E

IN WITNESS WHEREOF, Borrower has executed and delivered this Airframe Acquisition Note as of the date first written above.

[Airframe Acquisition Note Signature Page]

Exhibit 10.3

PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT (the “ Pledge Agreement ”), dated as of February 22, 2018, (the “ Effective Date ”), is entered into by and between AIRCO, LLC , a North Carolina limited liability company (the “ Pledgor ”), and MINNESOTA BANK & TRUST , a Minnesota state banking corporation company (the “ Lender ”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Loan Agreement (hereinafter defined).

WHEREAS, Pledgor ’s wholly-owned subsidiary, AirCo 1, LLC , a Delaware limited liability company (“Borrower”), has entered into that certain Second Loan Agreement dated as of February 22, 2018 (the “ Loan Agreement ”), by and between Borrower and Lender, pursuant to which Lender has agreed, subject to certain conditions precedent, to make a loan to Borrower;

WHEREAS, as set forth on Schedule I , as of the Effective Date, Pledgor owns one hundred percent (100%) of the issued limited liability company membership interests (collectively, the " Pledgor Interests "), in Borrower;

WHEREAS, Lender has required, as a condition to entering into the Loan Agreement, that Pledgor execute and deliver this Pledge Agreement;

NOW, THEREFORE, for and in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Pledgor and Lender hereby agree as follows:

Section 1.      Pledge . Pledgor hereby pledges and grants to Lender a security interest in the collateral described in Sections 1.1 and 1.2 below (collectively, the “ Pledged Collateral ”):

1.1      Pledged Interest .

(a)     The Pledgor Interests (such membership interests being identified on Schedule I attached hereto and referred to as the “ Pledged Interests ”) of Borrower, for which Pledgor shall deliver to Lender stock powers in the form of Exhibit A attached hereto and made a part hereof (the “ Powers ”) duly executed in blank, and all distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests.

(b)     All additional membership interests of Borrower described in Section 1.1(a) above from time to time acquired by Pledgor in any manner (any such additional membership interests shall constitute part of the Pledged Interests and Lender is irrevocably authorized to unilaterally amend Schedule I hereto to reflect such additional membership interests and Pledgor shall promptly deliver to Lender an executed Power with respect to the additional membership interests), and all purchase options, distributions, cash, instruments, investment property and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such membership interests.

1.2      Proceeds . All proceeds of the Pledged Collateral described in Section 1.1 above.

Section 2.      Security for Obligations . The Pledged Collateral secures the prompt payment and performance of all Obligations under the Loan Documents.

Section 3.      Pledged Collateral Adjustments . If, during the term of this Pledge Agreement:

(a)     Any distribution, reclassification, readjustment or other change is declared or made in the capital structure of Borrower, or any option included within the Pledged Collateral is exercised, or both, or

(b)     Any rights or options shall be issued in connection with the Pledged Collateral, then One Hundred Percent (100%) of all new, substituted and additional, membership interests, rights, options, investment property or other securities, issued to Pledgor by reason of any of the foregoing, shall be immediately delivered to and held by Lender under the terms of this Pledge Agreement and shall constitute Pledged Collateral hereunder; provided , however , that nothing contained in this Section 3 shall be deemed to permit any distribution, or membership interests, rights or options, reclassification, readjustment or other change in the capital structure of Borrower which is not expressly permitted by the Loan Agreement. Pledgor shall promptly deliver an executed Power to Lender with respect to any new membership interest obtained by Pledgor.

Section 4.      Subsequent Changes Affecting Pledged Collateral . Pledgor represents and warrants that it has made its own arrangements for keeping itself informed of changes or potential changes affecting the Pledged Collateral (including, but not limited to, rights to convert, rights to subscribe, payment of cash distributions or other distributions, reorganization or other exchanges, tender offers and voting rights), and Pledgor agrees that Lender shall not have any obligation to inform Pledgor of any such changes or potential changes or to take any action or omit to take any action with respect thereto. Lender may, during the continuance of an Event of Default, in connection with the exercise of its remedies hereunder, without notice and at its option, transfer or register the Pledged Collateral or any part thereof into its or its nominee’s name with or without any indication that such Pledged Collateral is subject to the security interest hereunder.

Section 5.      Representations and Warranties . Pledgor represents and warrants as follows as of the Effective Date and as of each date on which representations and warranties under the Loan Agreement shall be made:

(a)     Pledgor is the sole legal and beneficial owner of the membership interests of Borrower, as set forth on Schedule I hereto, and the Pledged Interests comprise one hundred percent (100%) of the limited liability membership interests of Borrower;

(b)     Pledgor has full limited liability company power and authority to enter into this Pledge Agreement;

(c)     T here are no restrictions upon the voting rights associated with, or upon the transfer of, any of the Pledged Collateral;

(d)     Pledgor has the right to vote, pledge and grant a security interest in or otherwise transfer such Pledged Collateral free of any Liens, except for any Liens permitted hereunder or under the terms of the Loan Agreement, and the Liens created by this Pledge Agreement;

(e)     Pledgor owns the Pledged Collateral free and clear of any pledge, mortgage, hypothecation, lien, charge, encumbrance or any security interest therein, except for the pledge and security interest granted to Lender hereunder;

(f)     The pledge of the Pledged Collateral does not violate (1) the Articles of Organization or Limited Liability Agreement of Borrower, or any indenture, mortgage, bank loan or credit agreement to which Pledgor or Borrower is a party or by which any of their respective properties or assets may be bound; or (2) any restriction on such transfer or encumbrance of such Pledged Collateral;

(g)     Pledgor hereby authorizes Lender to file financing statements pursuant to the UCC as Lender may request to perfect the security interest granted hereby;

(h)     No authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body that has not been obtained is required either (i) for the pledge of the Pledged Collateral pursuant to this Pledge Agreement or for the execution, delivery or performance of this Pledge Agreement by Pledgor or (ii) for the exercise by Lender of the voting or other rights provided for in this Pledge Agreement or the remedies in respect of the Pledged Collateral pursuant to this Pledge Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally or other applicable law);

(i)     Upon the taking of possession of the Pledged Collateral or the filing of the appropriate UCC filing statements, the pledge of the Pledged Collateral pursuant to this Pledge Agreement will create a valid and perfected first priority security interest in the Pledged Collateral, in favor of Lender for the benefit of Lender, securing the payment and performance of Pledgor ’s obligations under the Loan Documents;

(j)     The Powers are duly executed and to Pledgor ’s knowledge, give Lender the authority they purport to confer;

(k)     Pledgor has no obligation to make further capital contributions or make any other payments to Borrower with respect to its interest therein other than as specifically set forth in the Borrower Formation Documents (as defined in the Loan Agreement);

(l)     The Pledged Interests have been validly issued, are fully paid and non-assessable;

(m)     Borrower owns all right, title and interest in and to the Collateral (as defined in the Security Agreement); and

(o)     The Acknowledgment and Consent (in the form attached hereto as Exhibit B) has been duly executed by Borrower.

Section 6.      Voting Rights . During the term of this Pledge Agreement, and except as provided in this Section 6 below, Pledgor shall have the right to vote the Pledged Interests on all governing questions in a manner not inconsistent with the terms of this Pledge Agreement, the Loan Agreement and any other agreement, instrument or document executed pursuant thereto or in connection therewith. During the continuation of an Event of Default, Lender or Lender’s nominee may, at Lender’s or such nominee’s option and following written notice from Lender to Pledgor, exercise all voting powers pertaining to the Pledged Collateral, including, if allowed by the terms of the Borrower Formation Documents, the right to take action by written consent, and as such (x) exercise, or direct Pledgor as to the exercise of all voting, consent, managerial, election and other rights to the applicable Pledged Collateral and (y) exercise, or direct Pledgor as to the exercise of any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to the applicable Pledged Collateral, as if Lender were the absolute owner thereof, all without liability except to account for property actually received by it, but Lender shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure so to do or delay in so doing. Such authorization shall constitute an irrevocable voting proxy, coupled with an interest, from Pledgor to Lender or, at Lender’s option, to Lender’s nominee.

Section 7.      Distributions .

(a)     So long as no Event of Default shall have occurred and is continuing:

(i)     Pledgor shall be entitled to receive and retain any and all distributions and interest paid in respect of the Pledged Collateral to the extent such distributions are not prohibited by the Loan Agreement, provided , however , that any and all

(A) distributions and interest paid or payable other than in cash with respect to, and instruments and other property received, receivable or otherwise distributed with respect to, or in exchange for, any of the Pledged Collateral;

(B) distributions paid or payable in cash with respect to any of the Pledged Collateral on account of a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and

(C) cash paid, payable or otherwise distributed with respect to principal of, or in redemption of, or in exchange for, any of the Pledged Collateral;

shall be Pledged Collateral, and shall be forthwith delivered to Lender to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for Lender, be segregated from the other property or funds of Pledgor, and be delivered immediately to Lender as Pledged Collateral in the same form as so received (with any necessary endorsement); and

(b)     Upon the occurrence and during the continuance of an Event of Default:

(i)     All rights of Pledgor to receive the distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(i) hereof shall cease, and all such rights shall thereupon become vested in Lender, which shall thereupon have the sole right to receive and hold as Pledged Collateral such distributions and interest payments;

(ii)     All distributions and interest payments which are received by Pledgor contrary to the provisions of clause (i) of this Section 7(b) shall be received in trust for Lender, shall be segregated from other funds of Pledgor and shall be paid over immediately to Lender as Pledged Collateral in the same form as so received (with any necessary endorsements);

(iii)     Pledgor shall, upon the request of Lender, at Pledgor ’s expense, execute and deliver all such instruments and documents, and do or cause to be done all such other acts and things, as may be necessary or, in the reasonable opinion of Lender, Pledgor or their respective counsel, advisable to register the applicable Pledged Collateral under the provisions of the Securities Act of 1933, as amended (the “ Securities Act ”) and to exercise its best efforts to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished, and to make all amendments and supplements thereto and to the related prospectus which, in the opinion of Lender, Pledgor or their respective counsel, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto;

(iv)     Pledgor shall, upon the request of Lender, at Pledgor ’s expense, use its reasonable efforts to qualify the Pledged Collateral under state securities or “Blue Sky” laws and to obtain all necessary governmental approvals for the sale of the Pledged Collateral, as requested by Lender;

(v)     Pledgor shall, upon the request of Lender, at Pledgor ’s expense, cause the Borrower to make available to the holders of its securities, as soon as practicable, earnings statements which will satisfy the provisions of Section 11(a) of the Securities Act to the extent such provisions are applicable to the Borrower; and

(vi)     Pledgor shall, upon the request of Lender, at Pledgor ’s expense, do or cause to be done all such other reasonable acts and things as may be necessary to make such sale of the Pledged Collateral or any part thereof valid and binding and in compliance with applicable law.

Pledgor will reimburse Lender for all reasonable expenses incurred by Lender, including, without limitation, reasonable attorneys ’ and accountants’ fees and expenses in connection with the foregoing. Upon or at any time after the occurrence of an Event of Default, if Lender determines that, prior to any public offering of any securities constituting part of the Pledged Collateral, such securities should be registered under the Securities Act and/or registered or qualified under any other federal or state law and such registration and/or qualification is not practicable, then Pledgor agrees that it will be commercially reasonable if a private sale, upon at least five (5) Business Days’ notice to Pledgor, is arranged so as to avoid a public offering, even though the sales price established and/or obtained at such private sale may be substantially less than prices which could have been obtained for such security on any market or exchange or in any other public sale. Pledgor hereby indemnifies Lender for any and all liabilities incurred by Lender as a result of becoming a member of the Borrower, except to the extent caused by Lender’s gross negligence or willful misconduct.

Section 8.      Transfers and Other Liens; Issuance . Pledgor agrees that it will not (i) sell or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral without the prior written consent of Lender, except as permitted under the Loan Agreement, (ii) create or permit to exist any Lien upon or with respect to any of the Pledged Collateral, except for the security interest under this Pledge Agreement, and except for any Permitted Lien, or (iii) issue or permit the issuance or grant of any membership interests not currently issued in the Borrower.

Section 9.      Remedies .

(a)     Lender shall have, in addition to any other rights given under this Pledge Agreement or by applicable law, all of the rights and remedies with respect to the Pledged Collateral of a secured party under the Uniform Commercial Code of the State of Minnesota. Lender (personally or through an agent) is hereby authorized and empowered to transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Collateral for the purpose of exercise of rights and remedies available hereunder and under applicable law, to exercise all voting rights with respect thereto, to collect and receive all cash distributions and other distributions made thereon, and to otherwise act with respect to the Pledged Collateral as though Lender were the outright owner thereof, Pledgor hereby irrevocably constituting and appointing Lender as the proxy and attorney-in-fact of Pledgor, with full power of substitution to do so; provided , however , that Lender shall have no duty to exercise any such right or to preserve the same and shall not be liable for any failure to do so or for any delay in doing so; provided , further , however , that Lender agrees to exercise such proxy and other rights and remedies described in this sentence only so long as an Event of Default shall have occurred and is continuing and following written notice thereof to Pledgor. In addition, after the occurrence of an Event of Default and during the continuation thereof, Lender shall have such powers of sale and other powers as may be conferred by applicable law. With respect to the Pledged Collateral or any part thereof which shall then be in or shall thereafter come into the possession or custody of Lender or which Lender shall otherwise have the ability to transfer under this Pledge Agreement and applicable law, Lender may, in its sole discretion, without notice except as specified herein or by applicable law, upon the occurrence and during the continuation of an Event of Default, sell or cause the same to be sold in accordance with applicable law at any exchange, broker’s board or at public or private sale, in one or more sales or lots, at such price as Lender may deem best, for cash or on credit on commercially reasonable terms or for future delivery, without assumption of any credit risk, and the purchaser of any or all of the Pledged Collateral so sold shall thereafter own the same, absolutely free from any claim, encumbrance or right of any kind whatsoever. Lender may, in its own name, or in the name of a designee or nominee, buy the Pledged Collateral at any public sale and, if permitted by applicable law, buy the Pledged Collateral at any private sale. Pledgor will pay to Lender all reasonable expenses (including, without limitation, court costs and reasonable attorneys’ and paralegals’ fees and expenses) of, or incidental to, the enforcement of any of the provisions hereof. Lender agrees to distribute any proceeds of the sale of the Pledged Collateral in accordance with the Loan Agreement and applicable law and Pledgor shall remain liable for any deficiency and shall be entitled to any surplus following the sale of the Pledged Collateral.

(b)     Unless any of the Pledged Collateral threatens to decline speedily in value or is or becomes of a type sold on a recognized market, Lender will give Pledgor reasonable notice of the time and place of any public sale thereof, or of the time after which any private sale or other intended disposition is to be made. Any sale of the Pledged Collateral conducted in conformity with reasonable commercial practices of banks, commercial finance companies, insurance companies or other financial institutions disposing of property similar to the Pledged Collateral shall be deemed to be commercially reasonable. Notwithstanding any provision to the contrary contained herein, Pledgor agrees that any requirements of reasonable notice shall be met if such notice is received by Pledgor as provided in Section 19 below at least ten (10) Business Days before the time of the sale or disposition; provided , however , that Lender may give any shorter notice that is commercially reasonable under the circumstances. Any other requirement of notice, demand or advertisement for sale is waived, to the extent permitted by law.

(c)     In view of the fact that federal and state securities laws may impose certain restrictions on the method by which a sale of the Pledged Collateral may be effected after an Event of Default, Pledgor agrees that after the occurrence and during the continuation of an Event of Default, Lender may, from time to time, attempt to sell all or any part of the Pledged Collateral by means of a private placement restricting the bidders and prospective purchasers to those who are qualified and will represent and agree that they are purchasing for investment only and not for distribution. If it elects to sell the Pledged Collateral by means of a private placement, Lender shall offer to sell or solicit offers to buy, and shall sell and transfer, the Pledged Collateral, or any part of it, in accordance with applicable law including without limitation to a limited number of sophisticated investors qualified to purchase the Pledged Collateral. If Lender solicits such offers from not less than four (4) such investors, then the acceptance by Lender of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposing of such Pledged Collateral; provided , however , that this Section does not impose a requirement that Lender solicit offers from four or more investors in order for the sale to be commercially reasonable.

Section 10.      Lender Appointed Attorney-in-Fact .

(a)     Pledgor hereby appoints Lender its attorney-in-fact, coupled with an interest, with full authority, in the name of Pledgor or otherwise, from time to time in Lender ’s sole discretion, to take any action and to execute any instrument which Lender may deem necessary or advisable to accomplish the purposes of this Pledge Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to Pledgor representing any distribution, interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same and to arrange for the transfer of all or any part of the Pledged Collateral on the books of the Borrower to the name of Lender or Lender’s nominee; provided , however, that Lender agrees to exercise such powers only so long as an Event of Default shall have occurred and is continuing.

(b)     Upon the indefeasible payment in full of all Obligations in cash and the termination of any commitment on the part of Lender to lend to Borrower, all Pledged Collateral (and all stock or other powers delivered in connection therewith) shall be returned to Pledgor and all rights with respect to the Pledged Collateral or the Borrower vested in Lender pursuant to this Pledged Agreement shall expire, terminate and be of no further effect whatsoever and Lender shall provide any release or other instruments required to effect such release or as reasonably requested by Pledgor to evidence such release.

Section 11.      Waivers .

(a)     Pledgor waives presentment and demand for payment of any of Pledgor ’s obligations under the Loan Documents, protest and notice of dishonor or Event of Default with respect to any of Pledgor’s obligations under the Loan Documents and all other notices to which Pledgor might otherwise be entitled except as otherwise expressly provided herein or in the Loan Agreement except to the extent that applicable law shall prohibit such waiver, protest or notice.

(b)     Pledgor understands and agrees that its obligations and liabilities under this Pledge Agreement shall remain in full force and effect, notwithstanding foreclosure of any property securing all or any part of the Obligations under the Loan Documents by trustee sale or any other reason impairing the right of Pledgor or Lender to proceed against the Borrower, any other guarantor or the Borrower's or such guarantor ’s property. Pledgor agrees that all of its obligations under this Pledge Agreement shall remain in full force and effect without defense, offset or counterclaim of any kind, notwithstanding that Pledgor’s rights against the Borrower may be impaired, destroyed or otherwise affected by reason of any action or omission on the part of Lender other than actions or omissions that are determined to constitute gross negligence or willful misconduct on the part of Lender.

(c)     Pledgor hereby expressly waives the benefits of any law in any jurisdiction purporting to allow a guarantor or pledgor to revoke a continuing guaranty or pledge with respect to any transactions occurring after the date of the guaranty or pledge.

Section 12.      Term . This Pledge Agreement shall remain in full force and effect until all Obligations under the Loan Documents have been fully and indefeasibly paid in cash and any commitment on the part of Lender to provide credit has been terminated.

Section 13.      Definitions . The singular shall include the plural and vice versa and any gender shall include any other gender as the context may require.

Section 14.      Successors and Assigns . This Pledge Agreement shall be binding upon and inure to the benefit of Pledgor, Lender, and their respective successors and assigns. Pledgor’s successors and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession of or for Pledgor.

Section 15.      GOVERNING LAW . ANY DISPUTE BETWEEN PLEDGOR AND LENDER OR ANY OTHER HOLDER OF SECURED OBLIGATIONS ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS PLEDGE AGREEMENT, OR ANY OF THE OTHER LOAN DOCUMENTS, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF MINNESOTA, WHERE APPLICABLE, (EXCEPT TO THE EXTENT THAT THE UCC PROVIDES FOR THE APPLICATION OF LAWS OF ANOTHER STATE). THE PARTIES TO THIS PLEDGE AGREEMENT HAVE VOLUNTARILY ELECTED THAT THIS PLEDGE AGREEMENT, THE OTHER LOAN DOCUMENTS AND ALL LOANS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF MINNESOTA.

Section 16.      CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL .

(A) NON-EXCLUSIVE JURISDICTION . EXCEPT AS PROVIDED IN SUBSECTION (B) , EACH OF THE PARTIES HERETO AGREES AND ACCEPTS FOR ALL DISPUTES AMONG THEM ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH, THIS PLEDGE AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS THE NON-EXCLUSIVE JURISDICTION OF the courts of the State of MINNESOTA sitting in the County of HENNEPIN and of the United States District Court of the District of MINNESOTA, and any appellate court from any thereof . EACH OF THE PARTIES HERETO WAIVES IN ALL DISPUTES BROUGHT PURSUANT TO THIS SUBSECTION (A) ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE.

(B) OTHER JURISDICTIONS . PLEDGOR AGREES THAT LENDER, OR ANY HOLDER OF SECURED OBLIGATIONS SHALL HAVE THE RIGHT TO PROCEED AGAINST PLEDGOR OR ITS RESPECTIVE PROPERTY IN A COURT IN ANY LOCATION TO ENABLE SUCH PERSON TO (1) OBTAIN PERSONAL JURISDICTION OVER PLEDGOR OR (2) REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE SECURED OBLIGATIONS OR (3) IN ORDER TO ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF SUCH PERSON. PLEDGOR AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS IN ANY PROCEEDING THAT IS SEPARATE FROM ANY PROCEEDING BROUGHT UNDER CLAUSE (A) ABOVE AND THAT IS BROUGHT BY SUCH PERSON SOLELY TO REALIZE ON ANY SECURITY FOR THE OBLIGATIONS OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH PERSON. PLEDGOR WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH SUCH PERSON HAS COMMENCED A PROCEEDING DESCRIBED IN THIS SUBSECTION (B) .

(C) SERVICE OF PROCESS . NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF LENDER TO SERVE ANY WRITS, SERVICE OF PROCESS OR SUMMONSES IN ANY SUIT, ACTION OR PROCEEDING ISSUED BY ANY COURT REFERRED TO IN THIS SECTION 16 IN ANY MANNER PERMITTED BY APPLICABLE LAW.

(D) WAIVER OF JURY TRIAL . EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THIS PLEDGE AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH. EACH OF THE PARTIES HERETO AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS PLEDGE AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 17.      Further Assurances . Pledgor agrees that it will cooperate with Lender and will execute and deliver, or cause to be executed and delivered, all such other stock powers, proxies, instruments and documents, and will take all such other actions, including, without limitation, the authorization and filing of financing statements, as Lender may reasonably request from time to time in order to carry out the provisions and purposes of this Pledge Agreement.

Section 18.      Lender ’s Duty of Care . Lender shall not be liable for any acts, omissions, errors of judgment or mistakes of fact or law including, without limitation, acts, omissions, errors or mistakes with respect to the Pledged Collateral, except for those arising out of or in connection with Lender’s (i) gross negligence or willful misconduct, (ii) failure to use reasonable care with respect to the safe custody of the Pledged Collateral in Lender’s possession or (iii) breach of its express obligations under this Pledge Agreement. Without limiting the generality of the foregoing, Lender shall be under no obligation to take any steps necessary to preserve rights in the Pledged Collateral against any other parties but may do so at its option. All reasonable expenses incurred in connection therewith shall be for the sole account of Pledgor, and shall constitute part of Pledgor’s obligations under the Loan Documents secured hereby.

Section 19.      Notices . Any notices or demands required or contemplated hereunder shall be written and shall be effective two days after the placing thereof in the United States mails postage prepaid or with a nationally-recognized courier service such as Federal Express, addressed to the relevant party at its address set forth on the signature page below.

Section 20.      Amendments, Waivers and Consents . No amendment or waiver of any provision of this Pledge Agreement nor consent to any departure by Pledgor herefrom, shall in any event be effective unless the same shall be in writing and signed by Lender pursuant to the terms of the Loan Agreement, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

Section 21.      Section Headings . The section headings herein are for convenience of reference only, and shall not affect in any way the interpretation of any of the provisions hereof.

Section 22.      Execution in Counterparts . This Pledge Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which shall together constitute one and the same agreement.

Section 23.      Merger . This Pledge Agreement and the other Loan Documents embody the final and entire agreement and understanding among Pledgor and Lender and supersede all prior agreements and understandings among Pledgor and Lender relating to the subject matter thereof. This Pledge Agreement and the other Loan Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties hereto.

Section 24.      Irrevocable Proxy . Solely with respect to Article 8 Matters, Pledgor hereby irrevocably grants and appoints Lender, from the date of this Agreement until the termination of this Agreement in accordance with its terms, as Pledgor’s true and lawful proxy, for and in Pledgor’s name, place and stead to vote the Pledged Interest in the Borrower by Pledgor, whether directly or indirectly, beneficially or of record, now owned or hereafter acquired, with respect to such Article 8 Matters. The proxy granted and appointed in this Section 24 shall include the right to sign Pledgor’s name (as a member of the Borrower) to any consent, certificate or other document relating to an Article 8 Matter and the Pledged Interests that applicable law may permit or require, to cause the Pledged Interest to be voted in accordance with the preceding sentence. Pledgor hereby represents and warrants that there are no other proxies and powers of attorney with respect to an Article 8 Matter and the Pledged Interest that Pledgor may have granted or appointed. Pledgor will not give a subsequent proxy or power of attorney or enter into any other voting agreement with respect to the Pledged Interest with respect to any Article 8 Matter and any attempt to do so with respect to an Article 8 Matter shall be void and of no effect.

As used herein, “Article 8 Matter” means any action, decision, determination or election by the Borrower or its members that their membership interests or other equity interests, or any of them, be, or cease to be, a “security” as defined in and governed by Article 8 of the Uniform Commercial Code, and all other matters related to any such action, decision, determination or election.

The proxies and powers granted by the Pledgor pursuant to this Agreement are coupled with an interest and are given to secure the performance of the Pledgor ’s obligations.

(Signature Page Follows)

IN WITNESS WHEREOF, Pledgor and Lender have executed this Pledge Agreement as of the date set forth above.

With a copy to (which shall not constitute notice or service of process):

[ Signature page to Pledge Agreement ]

IN WITNESS WHEREOF, Pledgor and Lender have executed this Pledge Agreement as of the date set forth above.

Address for Notices:

With a copy to (which shall not constitute notice or service of process):

[ Signature page to Pledge Agreement ]

SCHEDULE I

to

PLEDGE AGREEMENT

dated as of February 22, 2018

PLEDGED SUBSIDIARIES

Pledged Membership Interests

EXHIBIT A

to

PLEDGE AGREEMENT

STOCK POWER

FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer to _____________________________ one hundred percent (100%) of the limited liability company membership interests of AIRCO 1, LLC, a Delaware limited liability company ( the “ Membership Interests ”), standing in the name of the undersigned on the books of said limited liability company and does hereby irrevocably constitute and appoint ___________________________________ as the undersigned’s true and lawful attorney, for it and in its name and stead, to sell, assign and transfer all or any of the Membership Interests, and for that purpose to make and execute all necessary acts of assignment and transfer thereof; and to substitute one or more persons with like full power, hereby ratifying and confirming all that said attorney or substitute or substitutes shall lawfully do by virtue hereof.

Dated: _______________

EXHIBIT B

to

PLEDGE AGREEMENT

FORM OF ACKNOWLEDGEMENT AND CONSENT

The undersigned hereby acknowledges receipt of a copy of the Pledge Agreement dated as of February 22, 2018, made by AIRCO, LLC, a North Carolina limited liability company (" Borrower ") for the benefit of MINNESOTA BANK & TRUST, a Minnesota state banking corporation company, as Lender (the “ Pledge Agreement ”). The undersigned agrees for the benefit of Lender that: