AIRSHARES, INC.

 

STOCK PURCHASE  and MANAGEMENT AGREEMENT

 

draft

 

This agreement is between JetShares, Inc., an Florida corporation with an address at ___________________________herein referred to as the Management company or CORPORATION, offering stock in Jetshares One, Inc., a corporation to own as its sole asset one ______ aircraft, N____MSN_________ as specified in the attached specifications ( Exhibit A) which shall be deemed to be part and parcel of this agreement and Name of Client (stockholder)with an address at ______________________________ who is desirous of purchasing stock in JetShares One, Inc. Therefore, and in consideration thereof, the parties agree as follows;

 JETSHARES, INC.. is ready, wiling and able to transfer, sell and assign 25% (twenty-five percent) of the ownership shares in the above corporation, ( JetShares, One, Inc.)  subject to the following:

 The initial corporate entity shall be defined as JetShares One, Inc. ., a corporation set up for the sole purpose of allowing up to ___4___ individuals to share in the equity ownership and use of one Lear 60 aircraft.

 The purchaser agrees that he will pay $_1,750,000.00.00_   for  25_% of the stock in the corporation that will own as its  sole asset ,   aircraft, N___  MSN___) who’s title will be, at closing, transferred into Airshares, One Inc. free and clear of any and all encumbrances with the Corporation paying all closing and transfer costs including escrow fees. Each purchaser of Airshares One, Inc. stock understands and agrees that no security interest maybe placed against the shares or its asset and that the certificates will be retained in an attorney’s trust with assignment of ownership entered into the corporate records with documentation provided as certain evidence of the shares purchased.

 The aircraft is to be based at ______________ Airport, maintained , insured hangared and crewed by the management company, JetShares, Inc. .

 

The by-Laws of JetShares One,  Inc. comprise the text and understanding of this purchase agreement as follows:

 

  1. MANAGEMENT COMPANY:  The Corporation, JetShares, Inc. will provide full time management of the aircraft on behalf of the JetShares One, Inc. Stockholders. JetShares, Inc. will, under this agreement, supply highly qualified flight crews, recurrent training, Navigation and chart subscriptions, professional maintenance, insurance, (Hull and Liability) scheduling, accounting and record keeping. The fees for the services and personnel provided are included in the schedule of fees herein. The management company can be replaced at any time by unanimous vote of the stockholders delivered in writing signed by each stockholder in JetShares One, Inc.

 

  1. OWNERSHIP:  JetShares One, Inc. is corporation owned by up to 4 ( four) stockholders sharing the use of the corporations sole asset, a ________________ aircraft. The actual stock certificates will be held by the corporate attorney in trust and assigned in the corporate records to the stockholders in equal proportional amounts.

 

  1. SCHEDULING: The aircraft may be scheduled for up to 200 maximum annual hours by each of the Owners at any time and for any destination. Conflicts will be settled by Reciprocity exchange with another group’s aircraft or in favor of those who have used the aircraft the least since purchase. The management company will maintain a detailed schedule and inform the owners immediately any flight is booked. The Management company shall provide scheduling and dispatch on a 27/7 basis including providing charter aircraft whenever necessary.

 

  1. RECIPROCITY:  The management company, will have additional aircraft under management and will, subject to the decision of the stockholders in those aircraft who may elect to join in the Reciprocity Agreement, make these aircraft available to the JetShares One, Inc. stockholders at any time subject to availably. Aircraft belonging to another group mat not be scheduled in advance and are only if available on that day when the JetShares One, Inc. aircraft is unavailable. As a method of avoiding conflicts in scheduling and to facilitate the travel plans of the stockholders, JetShares One owners are allowed to schedule any of these managed aircraft for the same hourly rate as the Owners of that particular aircraft pay per  flight hour plus fuel and expenses.  The managed aircraft are privately owned and operated under FAR 91. They are not for charter or rent. The use of other managed aircraft by JetShares One, Inc.  stockholders is done so as a private agreement between corporations. Payment for the use of managed aircraft are to be made in by the individual stockholders and as defined in article 6 herein regarding operating expenses.

 

  1. DISPATCH AUTHORITY: The aircraft captain is the final authority regarding flight safety. On all overnight flights the crew will inform the owner of the required crew rest and the earliest time for a planned departure. While away from home base at no time will the crew exceed flight time in excess of 8 flight hours in any 24-hour period or continuous duty time in excess of 16 hours.  Following any 16 hours duty day the aircraft will not be available for dispatch until the crew has completed 24 hours of rest.  Additional crews may be available and if so, the aircraft can be dispatched by another owner immediately it becomes available. All Crew duty days will mandate a minimum of 8 hours of uninterrupted crew rest following any flight duties. For all flights terminating at the home base a fresh crew will be available for immediate dispatch by any owner.

 

  1. FLIGHT PAYMENTS: Fuel will be paid for as purchased, by the owner flying the trip. The owners will be charged actual cost for fuel, maintenance reserves and any overnights away from home base within the USA. The owner will be charged for all catering, hotel rooms and ground transportation on any such flights. The owner will also be charged for, on a per trip basis, airport, ramp , GPU, Hangar, de-icing, or parking charges that may be incurred on his flight. The owner will also be invoiced for any ATC, flight planning, over flights, landing or parking fees,   Immigration or custom fees that may arise on his scheduled flights. 

 

  1. MONTHLY BILLS:  Each owner will be billed a monthly management fee of $ _________00 one month in advance and understands and agrees that he may not schedule any subsequent flights until the previous month has been paid in full. The monthly fee will pay for administration, management crew salaries, training, accounting, required publications, US Customs licenses, scheduling services, insurance, hangar and ramp charges, insurance and maintenance scheduling and supervision, cleaning, basic catering, etc. Hourly engine and airframe reserves for those hours flown along with any trip costs that may have been billed to the management company will be reflected on the individual owner’s monthly invoices.  Each owner will be afforded a set of credit cards for payment of the above charges to include the monthly management fees. Alternatively, accounts can be set up with banking facilities to provide for automatic monthly payment to the management company. It is understood by the Owners of JetShares One, Inc. that all payments for fees and flight costs are to be so arranged that payments are made automatically, without invoice by the management company ( JetShares Inc. JetShares Inc. reserves the right to increase any of the hourly or monthly fees whenever third parity or internal costs require it.

  

  1. TAX CONSEQUENCES: The management company will provide each owner with detailed statements and copies of the aircraft logs for accounting and tax purposes. Each owner will share equally in the depreciation schedule which, in the case of the __________ can be over three ( 3) years reducing the aircraft to salvage value ( approximately $ _____________ ) providing each of the four owners with $______________.00 over three years in depreciation plus a taxable deduction for all flight expenses and management fees as allocated by each owner depending on the “purely business” use of the aircraft while on his flights. The ships logs will provide documented records of any such use.

 

  1. DEFAULT: Each owner understands and agrees that in the event of a default by one owner the remaining owners ( stockholders) will assume a pro-rata additional payment  or that Owner’s management fees until a replacement stockholder has been located. The management company will assist in locating potential individuals to purchase the stock of any defaulted owner. A state of Default may be declared automatically by the management company after 3 consecutive months of non-payment of the management fees along with any past due invoices. The defaulted owner, upon sale of his stock, understands and agrees that he will have deducted from any funds received for the sale of his stock, any amount of his Monthly Fees that may be past due, including any funds that have been paid on his behalf by the remaining stockholders. These funds will be used to reimburse the management company and the stockholders who have assumed the defaulted stockholders payments.  The balance from the sale of his stock will be returned to the defaulting owner upon the sale of his shares less a 10% transfer fee payable to the Management Company.  In the event such a default, the remaining stockholders have the option based on unanimous vote, of purchasing the shares of the defaulted owner and maintaining a reduced number of shareholders or seeking a replacement.

 

  1. MAINTENANCE& RESERVES: The aircraft requires continuous maintenance to be in an airworthy condition. The responsibility of insuring that the aircraft is maintained properly is that of the Management Company. The owners will be billed an hourly fee to be used for this purpose. In the case of the _____________, this fee will initially be approximately $________00 per flight hour. Included in these payments is   $________00 per hour, per engine that will be secured in a special maintenance  account toward monthly payments for an insurance policy that pays for  the overhaul of the engines. Scheduled Inspections, routine and non routine maintenance  will be charged at a rate of approximately $______.00 per hour to be collected in the reserve account. FAA directives or manufacture’s service bulletins will be complied with as needed to comply with continuous airworthiness and scheduled inspections required by the Manufactures Maintenance Inspection Program. Upgrades or additional equipment such as Air Show, DVD’s, SatCom connections, etc. maybe added by the owners through unanimous votes based on owner request or generated by the Management company and approved by the owners.

 

  1. USE OF THE AIRCRAFT: The aircraft owned by the stockholders is private and operates under flight rules as per FAR 91 of the federal air regulations. Any stockholder may schedule a flight at any time. Any owner may allow any of his personal friends or associates the use of the aircraft at any time just as he might elect to loan his car or boat to a friend. At no time may any stockholder charge any other person for the use of his aircraft. The aircraft may not be used to fly charters or be considered a rental.  At all times only the owner will be responsible for any payments due for the use of the aircraft. The Management Company will post all scheduled flights and each owner will indicate if any flight he schedules is “open” to other owners or to be “private.”  The costs of “Open flights” are normally shared on a per seat basis but the owners may indicate otherwise on the ships log as to how the costs of a particular “Open “ or shared flight are to be allocated. 

  

  1.  MECHANICAL BREAKDOWN:  Any mechanical problems that may cause the aircraft to be unable to fly and to be repaired at an facility away from home base will necessitate that owner either wait for his aircraft to be repaired or return by a charter or commercial carriers entirely at his expense. The Management company will arrange commercial travel or charters at wholesale prices without commissions for any owner whenever required or requested.

 

  1. EXTENDED FLIGHTS AWAY FROM   FXE :  The owners understand and agree that any absence any agreement to the contrary between the Owners,  flights of more than three ( 3) days duration may result in the aircraft returning to  home base to accommodate flights scheduled by another shareholder. In such cases, the Owner scheduling the original flight will be charged with the cost of the positioning flights. In every such case, the Management company will attempt in every possible way, to accommodate the schedules of the parties without incurring any additional costs.

 

  1. SALE OF STOCK: Any stockholder is free to sell his stock at any time. He may sell to a friend or any third party who wishes to purchase the stock.  The stockholders understand and agree that JetShares, Inc., the Management company, and the remaining shareholders reserve the right to approve of any potential purchasers prior to the sale of the stock and that all stock will be first offered to the remaining owners before being sold to an outside party. Any stock purchased by the remaining owners will be divided so that the remaining owners retain an equal percentage of shares. Further, all stock will be held in the corporate book by the attorney selected by the management company on behalf of the stockholders and no stockholder may use his JetShares One, Inc.  shares for the purpose of collateralizing any loan and no security interest may be placed against the aircraft. Any stock sold to a new Owner will be subject to a 10% transfer fee payable to the management Company at closing by the divesting party.  The stockholders may, at anytime by unanimous vote, elect to sell the aircraft to any third party in its entirety by transferring 100% of the shares in the Jetshares One, Inc. corporation to the buyer.

 

  1. AMENDING THE BY LAWS:  The By-laws can be amended by the stockholders at any time by unanimous vote.

 

This agreement is entered into on this ________day of _______ 2____, and shall be considered by the parties to be legal and binding. The parties agree that should any disagreement arise resulting in legal actions, the parties agree to submit themselves to settlement by binding arbitration in and under the laws of the State of ________.

 

I have read, understand and agree with the above terms and conditions herein and understand that this agreement is considered executed upon receipt of my payment of $ ____________. 00 USD for twenty-five percent (25%) of the stock in JetShares One, Inc. into an escrow account pending a closing and the sale of all shares ( 100%)  to 4 individuals and the transfer of the aircraft into Airshares one. Inc. I understand that should the above closing not, for any reason, occur within 90 days from the execution of this agreement, that I am free to recall my funds from the escrow account with no penalty whatsoever. 

 

The Prospective Stockholder understands that the Management Company does / or does not at this time own the _______ aircraft however, that on deposit of the above funds into an escrow account will provide to the Purchaser a copy of a binding option from the seller to purchase said aircraft. Evidence of the sellers right to sell the aircraft will be provided at that time as well as detailed third party appraisal of the aircraft. The Management company in so doing, is avoiding the expense of carrying the aircraft on its books in advance of a sale and placement into service.

 

Entered into this __________ day of ____________ 2003 by:

 ______________________________________

      Signed for by the purchaser ( print name)

 _______________________________________

Witness to the above signature

  _______________________________________

        Signed for by JetShares, Inc.

 

 

 

contact us:

 

mailto:robert@caribexinc.com