ASSIGNMENT AND AGREEMENT REGARDING CONSIGNMENT AGREEMENT

Exhibit 10.7

ASSIGNMENT AND AGREEMENT REGARDING CONSIGNMENT AGREEMENT

THIS ASSIGNMENT AND AGREEMENT is made and executed to be effective as of January 18, 2019 by and among Airco, LLC, a North Carolina limited liability company ("Consignee"), AIRCO 1, LLC, a Delaware limited liability company ("Borrower") and Minnesota Bank & Trust, a Minnesota state banking corporation, in its capacity as collateral agent (in such capacity the “Collateral Agent”) for the benefit of itself and for the ratable benefit of the “Lenders” as hereinafter defined.

WITNESSETH:

WHEREAS, PARK STATE BANK, a Minnesota state banking corporation (“PSB”), MINNESOTA BANK & TRUST, a Minnesota state banking corporation (“MBT”; and together with PSB and their respective successors and assigns being sometimes collectively referred herein as the “Lenders” and individually as a “Lender”) and Borrower have entered into a Loan Agreement dated as the date hereof (as amended, modified, replaced or restated from time to time, the "Loan Agreement"; capitalized terms not otherwise defined herein being used herein as therein defined) pursuant to which Lenders have severally agreed to make a term loan (the “Loan”) to Borrower in the aggregate amount of up to TWO MILLION FIVE HUNDRED THOUSAND AND NO/100THS DOLLARS ($2,500,000) to finance the acquisition of a used Boeing 737-700 airframe bearing manufacturer serial number 30741 to be disassembled and sold as parts by the Borrower (the “Airframe”); and

WHEREAS, in accordance with the Loan Agreement, Borrower delivered to PSB a Term Note in the amount of $2,100,000 and to MBT a Term Note in the amount of $400,000 (collectively, the "Notes"), which are secured by, among other instruments, a Security Agreement dated of even date hereof (the "Security Agreement"), pursuant to which Borrower has granted a security interest in all of its now owned and hereafter acquired personal property to the Collateral Agent, for the benefit of itself and for the ratable benefit of the Lenders; and

WHEREAS, Consignee and Borrower entered into that certain Consignment Agreement, dated as of January 2, 2019 (the "Consignment Agreement"), pursuant to which Consignee agreed to warehouse, overhaul, recertify and sell certain aircraft parts from the Airframe (the “Parts”) on behalf of the Borrower.

WHEREAS, a true, correct and complete copy of the Consignment Agreement is attached hereto as Exhibit A; and

WHEREAS, Lenders will not advance funds pursuant to the Loan Agreement unless this Assignment and Agreement is executed; and

WHEREAS, Consignee and Borrower each desire to execute this Assignment and Agreement, in accordance with the terms and provisions hereof, in order to induce Lenders to advance funds pursuant to the Loan Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises contained herein, and for the additional consideration of Ten and No/100ths Dollars ($10.00), the receipt and sufficiency of which are hereby acknowledged by Consignee and Borrower, the parties hereto hereby agree as follows:

1.      Borrower hereby assigns its rights and interests in, under and pursuant to the Consignment Agreement to Collateral Agent as security for Borrower's obligations to Lenders and the Collateral Agent pursuant to the Loan Agreement, the Note and the Security Agreement.

2.      If an Event of Default does occur under the Loan Agreement and is continuing, then Collateral Agent may, at its option, by written notice to Consignee, take over Borrower's position as “Consignor” under the Consignment Agreement. In such event, Collateral Agent shall have all of the rights of Borrower under the Consignment Agreement, and Consignee shall continue to perform under the terms of the Consignment Agreement on behalf of Collateral Agent, and shall continue to warehouse, overhaul, recertify and sell the Parts as provided in the Consignment Agreement, as if Collateral Agent were originally a party thereto as Consignor.

3.      Collateral Agent's taking over of Borrower's position as Consignor under the Consignment Agreement shall be preceded by at least three (3) Business Days' (as that term is defined in the Loan Agreement) prior written notice to Consignee. Notwithstanding anything in the Consignment Agreement to the contrary, in no event shall Collateral Agent have any obligation to perform any of Borrower's obligations under the Consignment Agreement unless and until Collateral Agent delivers such notice to Consignee.

4.      Borrower and Consignee shall not cause the Consignment Agreement to be modified or amended, and Borrower shall not waive any of its rights under the Consignment Agreement without, in either case, the prior written consent of Collateral Agent. Consignee shall not terminate, or accept termination of, the Consignment Agreement without giving at least thirty (30) days' prior written notice to Collateral Agent. Collateral Agent, upon receipt of such notice, shall have the right, but not the obligation, at its option, to cure the grounds asserted by Consignee for termination of the Consignment Agreement. The Consignment Agreement shall not be terminated by Consignee while Collateral Agent is promptly, diligently and actively prosecuting such a cure, provided that Consignee shall not be obligated to continue to perform work under the Consignment Agreement during the cure period unless Collateral Agent has agreed to pay for such performance. Borrower shall not terminate, or accept termination of, the Consignment Agreement without Collateral Agent's prior written consent.

5.      In the event Collateral Agent does take over Borrower's position as Consignor under the Consignment Agreement, all payments to be made thereunder shall be subject to all of the requirements and prerequisites to advances and disbursements, if any, set forth in the Loan Agreement of even date therewith referred to therein.

6.      In addition, Borrower hereby grants to Collateral Agent a security interest in Borrower's right, title and interests in, to and under the Consignment Agreement, if and to the extent that a security interest may be granted therein under the Minnesota Uniform Commercial Code, and Borrower acknowledges that Collateral Agent shall have all of the rights and remedies with respect thereto provided for by the Minnesota Uniform Commercial Code, in addition to the other rights and remedies herein granted to Collateral Agent, in the event of the occurrence of an event of default under the Loan Agreement.

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7.      In consideration of the Lenders’ making the Loan to Borrower, Consignee hereby grants to Collateral Agent a security interest, for the benefit of itself and for the ratable benefit of the Lenders, in Consignee's right, title and interests in, to and under any and all subcontracts, purchase orders and other agreements now or hereafter executed by Consignee and related to the Parts, and Consignee acknowledges that Collateral Agent shall have all of the rights and remedies with respect thereto provided for by the Minnesota Uniform Commercial Code, in addition to the other rights and remedies herein granted to Collateral Agent, in the event of the occurrence of an event of default under the Loan Agreement.

8.      Subject to the provisions hereof, this Assignment and Agreement shall be binding upon Borrower, Consignee and their successors and assigns, and shall inure to the benefit of Collateral Agent, its successors and assigns. Collateral Agent may assign its rights under this Assignment and Agreement, without the consent of Consignee or Borrower, but neither Consignee nor Borrower may assign its obligations under the Consignment Agreement or under this Assignment and Agreement without the prior written consent of Collateral Agent.

9.      Any notice required or permitted to be given by any party hereto to any other party thereto under the terms of this Assignment and Agreement shall be deemed to have been given on the date the same is deposited in the United States mail, registered or certified, return receipt requested, postage prepaid, addressed to the party to which the notice is to be given at the following address for it:

If to Consignee:	Airco, LLC
	▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇.
	▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
	Attention:   ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
If to Borrower:	AirCo 1, LLC
	▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
	▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
	Attention:  ▇▇▇▇▇▇▇ ▇▇▇▇
If to Collateral Agent:	Minnesota Bank & Trust
	▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
	▇▇▇▇▇▇▇▇▇▇, ▇▇  ▇▇▇▇▇▇
	Attention:  ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, SVP

or to such other address as any such party may specify for itself in a written notice given by such party to the other parties hereto not less than ten (10) days prior to the effective date of said address change.

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10.      This Assignment and Agreement may be executed in as many counterparts as may be deemed necessary or convenient, and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed an original but all such counterparts shall constitute but one and the same instrument. Delivery of a counterpart hereof, or a signature page hereto, by facsimile or in a .pdf or similar file shall be effective as delivery of a manually executed original counterpart thereof.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed as of the day and year first above written.

	AIRCO, LLC, a North Carolina limited liability company
	By:
	Name:	▇▇▇▇▇ ▇▇▇▇▇▇▇▇
	Its:	Chief Operating Officer
		Consignee

	MINNESOTA BANK & TRUST, a Minnesota state banking corporation
	By:
	Its	Senior Vice President
		Collateral Agent

	AirCo 1, LLC, a Delaware limited liability company
	By:
	Name:	▇▇▇▇▇ ▇▇▇▇▇▇▇▇
	Its:	Vice President
		Borrower

[Signature Page to Assignment and Agreement]

EXHIBIT A

CONSIGNMENT AGREEMENT

[see attached]