EXHIBIT 10.1
PARTICIPATION AGREEMENT
This Participation Agreement ("Agreement") is entered into this 31st day of
August 2007 by and between Global Aircraft Solutions, Inc., a Nevada corporation
("Global"), and Global Aircraft Leasing Partners, LLC, a Delaware limited
liability corporation ("GALP"). As evidenced by the signatures below, Global and
GALP hereby agree as follows:
1.) On October 1, 2007, Global shall pay to GALP a capital contribution of FORTY
THOUSAND U.S. DOLLARS ($40,000.00) in exchange for a FORTY PERCENT (40%) equity
interest in GALP. Such equity participation by Global in GALP will be further
evidenced by a mutually acceptable amendment, if and as necessary, to the
operating agreement of GALP at the time that Global makes its equity payment.
2.) As an additional consideration, Global will provide to GALP ongoing
technical support to facilitate GALP's commercial aircraft purchasing, leasing
and sales activities. The technical support provided to GALP by Global will
include dedicated personnel from Global's wholly owned subsidiaries, Xxxxxxxx
Aerospace Technologies (HAT) and World Jet, Inc., to inspect, evaluate, modify,
repair, maintain and provide logistical support for GALP's aircraft portfolio.
All technical services provided to GALP by HAT and World Jet will be billed at
company-standard rates.
3.) Global will not be required to make any additional capital contributions in
support of any future aircraft acquisitions by GALP, and all debt assumed by
GALP as a result of aircraft acquisitions will be non-recourse with respect to
Global.
4.) In consideration for marketing services and technical support provided to
GALP by Global to date, Global shall be entitled to a commission equal to FORTY
PERCENT (40%) of the net profits earned on all transactions entered into by GALP
from the date of its inception through October 1, 2007, or the date on which
Global becomes a 40% equity holder, whichever comes later.
5.) Any notice required hereunder to be given shall be in writing and if:
(a) by Global to GALP shall be directed to Xxxxx Xxxxxx,
President, at 0000 X. Xxxxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000,
or to such other address as GALP shall have furnished in writing to
Global; or
(b) by GALP to Global shall be directed to Xxxx Xxxxxx,
President, at 0000 X. Xxxxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000,
or to such other address as Global shall have furnished in writing to
GALP.
6.) This Agreement shall be governed by and construed in accordance with the
laws of the State of Arizona applicable to contracts made and to be performed
therein.
7.) If either party should waive any breach of any provisions of this Agreement,
he or it shall not thereby be deemed to have waived any preceding or succeeding
breach of the same or any other provision of this Agreement.
8.) The foregoing is the entire agreement of the parties with respect to the
subject matter hereof and thereof and may not be amended, supplemented, canceled
or discharged except by written instrument executed by both parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
/s/ Xxxx Xxxxxx /s/ Xxxxx Xxxxxx
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Xxxx Xxxxxx Xxxxx Xxxxxx
President President
Global Aircraft Solutions, Inc. Global Aircraft Leasing Partners, LLC
