Form 8-K

8-K — FORUM MARKETS Inc

Accession: 0001213900-26-083073

Filed: 2026-07-30

Period: 2026-07-27

CIK: 0001690080

SIC: 6199 (FINANCE SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0299699-8k_forum.htm (Primary)

EX-10.1 — ENGINE SALE AND PURCHASE AGREEMENT DATED AS OF JULY 27, 2026., BETWEEN AERO ENGINE SOLUTIONS, INC., AS SELLER, AND EURUS AEROSPACE TOKEN I LLC, AS BUYER (ea029969901ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0299699-8k_forum.htm · Sequence: 1

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0001690080

2026-07-27

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d)

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): July 27, 2026

Forum

Markets, Incorporated

(Exact

name of registrant as specified in its charter)

Delaware

001-38105

90-1890354

(State

or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

2875

South Ocean Blvd, Suite 100

Palm Beach, FL

33480

(Address

of Principal Executive Offices)

(Zip

Code)

(650) 507-0669

(Registrant’s

telephone number, including area code)

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.0001 per share

FRMM

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01. Entry into a Material Definitive Agreement.

July 28, 2026, Forum Markets, Incorporated (“Forum”), through its newly formed wholly-owned subsidiary, Eurus Aerospace

Token I LLC (the “Company”), acquired one CFM56-7B aircraft engine, together with all parts and engine records associated

therewith (the “Engine”), from Aero Engine Solutions, Inc. (“Aero Engine”), pursuant to the terms

of an Engine Sale and Purchase Agreement, dated July 27, 2026 (the “Purchase Agreement”). The Engine was acquired

for a purchase price of $11.65 million, which was payable in cash.

Concurrently

with the acquisition, the Engine was placed on lease pursuant to an Aircraft Engine Lease Agreement, dated July 29, 2026, with a major

airline, as lessee, entered into by the Company, as lessor.

connection with the purchase, the Company, as owner, and Aero Engine, as servicer (in such capacity, the “Servicer”),

also entered into a Servicing Agreement Supplement dated July 27, 2026, whereby the Servicer agreed to manage the Engine on behalf of

the Company during the duration of the above-referenced lease, in exchange for a servicing fee, and which also provided for the right

of the Company (but not the obligation) to require the Servicer (or the Servicer’s designated affiliate) to purchase the Engine

from the Company for a an option price, following the expiration or earlier termination of the lease with respect to the Engine; and

the right of the Servicer (but not the obligation) to require the Company to sell the Engine to the Servicer (or the Servicer’s

designated affiliate), in each case provided that the Engine is in the condition required by the terms of the agreement.

The

foregoing description of the Purchase Agreement is not complete and is subject to, and qualified in its entirety by reference to, the

Purchase Agreement filed herewith as Exhibit 10.1, which is incorporated in this Item 1.01 by reference in its entirety.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Exhibit

10.1*#£

Engine Sale and Purchase Agreement dated as of July 27, 2026, between Aero Engine Solutions, Inc., as seller, and Eurus Aerospace Token I LLC, as buyer.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

Filed

herewith.

Certain

schedules and exhibits have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K. A copy of any omitted schedule or Exhibit

will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that Forum may request

confidential treatment pursuant to Rule 24b-2 of the Exchange Act of 1934, as amended for any schedule or Exhibit so furnished.

Certain

confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because

the identified confidential portions (i) are not material and (ii) Forum customarily and actually treats that information as private

or confidential.

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

FORUM

MARKETS, INCORPORATED

Date:

July 30, 2026

By:

/s/

McAndrew Rudisill

Name:

McAndrew

Rudisill

Title:

Chief

Executive Officer

EX-10.1 — ENGINE SALE AND PURCHASE AGREEMENT DATED AS OF JULY 27, 2026., BETWEEN AERO ENGINE SOLUTIONS, INC., AS SELLER, AND EURUS AEROSPACE TOKEN I LLC, AS BUYER

EX-10.1

Filename: ea029969901ex10-1.htm · Sequence: 2

Exhibit

10.1

CERTAIN

CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED BY MEANS OF MARKING SUCH PORTIONS WITH BRACKETS (“[***]”) BECAUSE THE

IDENTIFIED CONFIDENTIAL PORTIONS (I) ARE NOT MATERIAL AND (II) FORUM MARKETS, INCORPORATED CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION

AS PRIVATE OR CONFIDENTIAL.

ENGINE

SALE AND PURCHASE AGREEMENT

Dated

as of July 27, 2026

BETWEEN

AERO

ENGINE SOLUTIONS, INC.

Seller

and

EURUS

AEROSPACE TOKEN I LLC

Buyer

with

respect to the sale and purchase of one (1) CFM International model CFM56-7B aircraft engine bearing manufacturer’s serial number

[***]

ENGINE

SALE AND PURCHASE AGREEMENT

THIS

ENGINE SALE AND PURCHASE AGREEMENT (this “Agreement”) is dated as of this 27th day of July 2026

and entered into by and between:

(1) AERO

ENGINE SOLUTIONS, INC., a limited liability company organized under the laws of Florida

whose address and principal place of business is located at [***] (“Seller”);

and

(2) EURUS

AEROSPACE TOKEN I LLC, a limited liability company organized under the laws of Delaware,

whose address and principal place of business is located at [***] (“Buyer”).

Seller

and Buyer may collectively be referred to as the “Parties” or each one individually referred to as a “Party”

as the context so requires.

consideration of and subject to the mutual covenants, terms and conditions contained in this Agreement, Seller hereby agrees to sell

to Buyer and Buyer hereby agrees to purchase from Seller the Engine (as defined below), and Seller and Buyer further agree as follows:

1. Definitions.

The following capitalized terms used in the Transaction Documents and not otherwise defined

shall have the following respective meanings:

“Affiliate”

means a Person or an entity that directly or indirectly controls, is controlled by, or is under common control with, another Person or

entity, including, among the others, executive officers, directors, large stockholders, subsidiaries, parent entities and sister companies.

“Bill

of Sale” means a warranty bill of sale substantially in the form of Exhibit A hereto.

“Business

Day” means a day other than a Saturday or Sunday on which the banks in West Palm Beach, Florida, are open for the transaction

of business of the type required by this Agreement.

“Buyer

Indemnitees” means each of Buyer and its Affiliates and all of their respective successors and assigns, shareholders, officers,

directors, members, managers, servants, and employees.

“Cape

Town Treaty” means, collectively, the official English language text of the Convention on International Interests in Mobile

Equipment and the Protocol to the Convention on International Interests in Mobile Equipment on Matters specific to Aircraft Equipment

each adopted on November 16, 2001 at a diplomatic conference in Cape Town, South Africa.

“Casualty

Event” means the actual or constructive total loss or destruction of the Engine or the loss of possession of the Engine

for more than sixty (60) days by reason of seizure, requisition, theft, disappearance, or otherwise.

“Claims”

has the meaning given to such term in Section 10(a).

“Closing”

means the transfer of title to the Engine as evidenced by Seller’s execution and delivery of the Bill of Sale to Buyer.

“Closing

Date” means the date on which Closing actually occurs.

“Cutoff

Date” has the meaning given to such term in Section 11(a).

“Delivery

Location” means the [***] or such other location mutually agreed upon by Buyer and Seller in writing, acting reasonably.

“Delivery

Receipt” means a delivery receipt in the form of Exhibit B hereto.

“Dollars”

and the sign “$” means the lawful currency of the United States of America.

“Engine”

means one (1) CFM International model CFM56-7B aircraft engine bearing manufacturer’s serial number [***] in as-installed QEC configuration

described in Schedule 1 hereto, together with all Parts and Engine Records but excluding engine stand, nose cowl and thrust reverser.

“Engine

Activity” means, in relation to the Engine, the purchase, sale, ownership, possession, use, import, export, registration,

re-registration, deregistration, non-registration, manufacture, performance, transportation, management, location, movement, acquisition,

disposal, transfer, exchange, control, design, condition, defect, testing, inspection, acceptance, delivery, redelivery, leasing, subleasing,

pooling, interchange, maintenance, repair, loss, damage, emissions, refurbishment, insurance, reinsurance, service, modification, overhaul,

replacement, alteration, storage, removal or operation of the Engine or any Part (whether in the air or on the ground or otherwise).

“Engine

Records” means all records, logs, technical data, manuals and other documents (including any electronically stored documents)

relating to the Engine, to the extent such documents are in Seller’s possession or control.

“Engine

Stand” means one (1) AGSE engine stand bearing manufacturer’s part number AM-2563-277 and manufacturer’s serial

number AGS556 with cradle part number AM-2811-4800 and manufacturer’s serial number AGS6167.

“FAA”

means the Federal Aviation Administration.

“FAA

Counsel” means the law firm of [***], a professional corporation.

“Final

Closing Date” means July 30, 2026 or such later date as may be agreed between the Parties in writing.

“Government

Entity” means any (a) nation, state, county, city, town, village, district, or other jurisdiction of any nature; (b) federal,

state, local, municipal, foreign, or other government; (c) governmental or quasi-governmental authority of any nature (including

any governmental agency, branch, department, official, or entity and any court or other tribunal); (d) multinational organization

or body; or (e) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, regulatory, or taxing

authority or power of any nature.

“GTA”

means the Aircraft Engine Lease General Terms Agreement to be entered into between Lessee, as lessee and Buyer, as lessor.

“International

Registry” means the International Registry of Mobile Assets established under the Cape Town Convention.

“KYC”

means know your customer.

“Lease”

means the Aircraft Engine Lease Agreement to be entered into between Lessee, as lessee and Buyer, as lessor, pertaining to the lease

of the Engine, which will incorporate all of the terms and conditions of the GTA.

“Lessee”

means [***].

“Lien”

means any and all liens, security interests, mortgages, encumbrances, rights of first offer, rights of first refusal, attachments, leases

and claims of third parties.

“Notice”

has the meaning given to such term in Section 14.

“OFAC”

means the U.S. Treasury Department’s Office of Foreign Assets Control.

“Part”

means any appliance, part, accessory or other item of equipment pertaining to, installed on, or attached to the Engine.

“Permitted

Lien” means any Lien created by or through Buyer.

“Person”

means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, company,

firm, trust, organization, government, or any agency or political subdivision thereof or any other entity, whether or not having a separate

legal personality.

“Purchase

Price” means $11,650,000.00.

“Seller

Indemnitees” means each of Seller, [***] and their respective Affiliates and all of their respective successors and assigns,

shareholders, officers, directors, members, managers, servants, and employees.

“Servicing

Agreement” means that certain Servicing Agreement dated as of March 27, 2026 by and between Seller, as servicer, and Buyer,

as owner.

“Servicing

Agreement Supplement” means a supplement to the Servicing Agreement in the form of Exhibit C hereto:

“Scheduled

Closing Date” means July 24, 2026 or such later date as may be agreed between the Parties.

“Taxes”

and “Tax” have the meanings given to such terms in Section 3(b).

“Tax

Indemnitee” means Seller and its Affiliates.

“Trade

Control Laws” means all laws and regulations relating to: (a) economic, trade and financial sanctions administered or enforced

by OFAC or the U.S. Department of State; (b) export and re-export controls administered or enforced by the U.S. Department of Commerce

or U.S. Department of State; (c) U.S. anti-corruption laws, including but not limited to, the U.S. Foreign Corrupt Practices Act of 1977,

as amended; and (d) any other U.S. law of similar effect or that relates to U.S. trade controls or anti-corruption, in each case, as

may amended from time to time.

“Transaction

Documents” means this Agreement, the Bill of Sale, the Delivery Receipt, the Servicing Agreement, the Servicing Agreement

Supplement and any other ancillary documents executed by a Party in connection therewith.

2. Sale

of Engine. Subject to the provisions of this Agreement, Seller agrees to sell the

Engine to Buyer and Buyer agrees to purchase the Engine from Seller for the applicable Purchase

Price associated, on the Closing Date in an “as is, where is” condition with

all faults, except as expressly set forth herein.

a Casualty Event occurs with respect to the Engine after the date of this Agreement and prior to the Closing Date, neither Party will

have any further liability to the other with respect to the purchase and sale of the Engine hereunder.

3. Payment

and Taxes.

(a) Payment.

On or prior to the Closing Date, Buyer will pay Seller the Purchase Price. The Purchase Price

and all other payments to Seller hereunder will be made in immediately available funds by

wire transfer to the following bank account of Seller:

Beneficiary Name:

Aero Engine Solutions, Inc.

Bank Name:

[***]

Bank Address:

[***]

ABA Routing No.:

[***]

SWIFT:

[***]

Account:

[***]

Reference:

ESN [***]

(b) Taxes

(i) Buyer

agrees to promptly pay when due, all sales, use, stamp duty, value added, transfer and any

similar taxes together with all fees, levies, customs, duties, charges, deductions or withholdings

however or wherever imposed (whether imposed upon Buyer, any Tax Indemnitee, the Engine or

otherwise) by any jurisdiction now or hereafter together with all and any assessments, penalties,

fines, additions or interest thereon in connection with this Agreement and the transactions

contemplated hereunder (all of the foregoing collectively referred to herein as “Taxes”

or each as a “Tax”), excluding: (1) any tax that is based on or

measured by the net income, profits or gains of Seller in its jurisdiction of formation or

where it maintains a permanent establishment; or (2) any Taxes that relate to the period

prior to Closing and unrelated to the transactions described in this Agreement. Seller and

Buyer shall cooperate to structure the transaction to lawfully eliminate or minimize any

Taxes.

(ii) Buyer

shall indemnify and hold each Seller Tax Indemnitee harmless (on an after-tax basis) against

all such Taxes for which Buyer is responsible for hereunder, including any reasonable attorney’s

fees incurred by such Tax Indemnitee for defending against such Taxes. The amount which Buyer

is required to pay with respect to any Taxes indemnified against under this provision, shall

be an amount sufficient to restore such Tax Indemnitee on an after-tax basis to the same

position such Tax Indemnitee would have been in had such Taxes not been incurred. Any amount

required to be paid by Buyer pursuant to this indemnity obligation shall be paid within ten

(10) business days after receipt of a written demand from Seller accompanied by documentation

reasonably acceptable to Buyer which shall substantiate the basis for such indemnity and

the computation of the amount so payable.

4. Technical

Acceptance. Buyer hereby confirms that, prior to the date of this Agreement, Buyer

completed or has had an opportunity to complete all inspections of the Engine and Engine

Records as Buyer deemed necessary in its sole discretion. Buyer hereby further confirms that

the Engine and Engine Records are technically acceptable to Buyer in all respects and that

Buyer’s execution of this Agreement shall constitute Buyer’s irrevocable acceptance

of the same.

5. Delivery

and Engine Stand Loan.

(a) Delivery.

Seller will deliver the Engine to Buyer on the Closing Date while the Engine is located at

the Delivery Location.

(b) Engine

Stand Loan. At Closing, the Engine will be installed on the Engine Stand owned or leased

by Seller. Seller agrees to loan Buyer the Engine Stand on an “as-is” “where-is”

basis, without a warranty of any kind, for a period of sixty (60) days after the Closing

Date (the “Loan Period”) provided that Buyer shall be obligated to return

the Engine Stand to Seller DDP (Incoterms 2020) the Delivery Location on or prior to expiration

of the Loan Period. In the event that Buyer fails to return the Engine Stand to Seller on

or before the expiration of the Loan Period, Buyer shall be obligated to pay Seller a fee

of $200.00 per day until the Engine Stand has been returned to the Delivery Location. In

the event that Buyer fails to return the Engine Stand to the Delivery Location within ten

(10) days following the expiration of the Loan Period, Seller shall have the unilateral right

(but not the obligation) to sell the Engine Stand to Buyer for a purchase price of $25,000.00.

For avoidance of doubt, Buyer shall have the risk of loss and damage for the Engine Stand

while the Engine Stand remains in Buyer’s care, custody or control and shall be liable

to Seller for any damage or loss to the Engine Stand beyond ordinary wear and tear.

6. Conditions

to Buyer’s Obligations. The following are conditions precedent to Buyer’s

obligation to purchase the Engine from Seller on the Closing Date (which may be deferred

or waived in full or in part by Buyer in writing, at its sole discretion):

(a) the

Engine will be located at the Delivery Location;

(b) the

Engine will not have suffered a Casualty Event;

Engine shall be free and clear of any and all Liens except for Permitted Liens;

(d) Buyer

shall have obtained at Buyer’s expense, FAA and International Registry title searches

with respect to the Engine and shall otherwise be satisfied that the Engine is free and clear

of any Liens, except for Permitted Liens;

(e) Buyer

will have received a counterpart of the Servicing Agreement Supplement duly executed by the

Seller;

(f) Buyer

and Lessee will have executed the GTA and the GTA will be in full force;

(g) Buyer

will have received an executed and undated counterpart of the Lease Agreement from the Lessee

in escrow and confirmation from the Lessee that Buyer is authorized to date the Lease at

Closing;

(h) Buyer

shall have received the insurance certificate from Lessee in compliance with the Lease and

Seller shall have received the insurance certificate from Lessee in compliance with Section

11;

(i) Seller

will have consented to FAA Counsel’s registration of the international interest created

by the sale of the Engine from Seller to Buyer on the International Registry;

(j) Buyer

shall be satisfied that no Taxes will be imposed as a result of the sale and purchase of

the Engine at the Delivery Location;

(k) Buyer

shall have received copies of all available historical bills of sale with respect to the

Engine back to the date of manufacture;

(l) each

of the representations and warranties of Seller contained herein and in the Servicing Agreement

will be true and correct in all material respects as of the Closing Date (except to the extent

that such representations and warranties relate solely to an earlier date, in which case

they will be true and correct in all material respects as of such earlier date); and

(m) Buyer’s

receipt of an officer’s certificate from Seller confirming that Seller’s representations

and warranties under this Agreement are true and correct in all material respects as of the

Closing Date and other customary confirmations with the following attachments included: (i)

a copy of the constitutional documents of Seller, and (ii) a resolution or resolutions of

the Seller’s board of directors (or applicable governing body) which are in full force

and effect and not amended or rescinded approving the transactions contemplated by this Agreement

and the other Transaction Documents to which Seller is a party and authorizing a Person or

Persons to sign and deliver this Agreement and such other Transaction Documents and any notices

or other documents to be given or entered into pursuant hereto or thereto on behalf of Seller.

any of the foregoing conditions precedent have not been satisfied or waived by Buyer in writing on or before the Final Closing Date,

Buyer may terminate this Agreement by written notice to Seller and thereafter neither Party will have any further obligation or liability

hereunder to one another hereunder with respect to the sale and purchase of the Engine save for the express terms of this Agreement that

are intended to survive such termination.

7. Conditions

to Seller’s Obligations. The following are conditions precedent to Seller’s

obligation to sell the Engine to Buyer on the Closing Date (which may be deferred or waived

in full or in part by Seller in writing at its sole discretion):

(a) the

Engine will be located at the Delivery Location;

(b) the

Engine will not have suffered a Casualty Event;

will have received a counterpart of the Servicing Agreement Supplement duly executed by Buyer;

(d) Seller

shall have received the insurance certificate from Lessee in compliance with Section 11 of

this Agreement;

(e) Buyer

will have consented to FAA Counsel’s registration of the international interest created

by the sale of the Engine from Seller to Buyer on the International Registry;

(f) if

applicable, receipt by Seller of a duly completed and executed copy of an appropriate sales

tax exemption certificate or other documentation evidencing that no Taxes are due or collectible

upon transfer of title to the Engine or such other documentation as reasonably requested

by Seller;

(g) Seller

shall be satisfied that no Taxes (or other taxes) will be imposed as a result of the sale

and purchase of the Engine at the Delivery Location;

(h) each

of the representations and warranties of Buyer contained herein and in the Servicing Agreement

will be true and correct in all material respects as of the Closing Date (except to the extent

that such representations and warranties relate solely to an earlier date, in which case

they will be true and correct in all material respects as of such earlier date); and

(i) receipt

by the Seller of an officer’s certificate from Buyer confirming that Buyer’s

representations and warranties under this Agreement are true and correct in all material

respects as of the Closing Date and other customary confirmations, with the following attachments

included: (i) a copy of the constitutional documents of Buyer, and (ii) a resolution or resolutions

of Buyer’s board of directors (or applicable governing body) which are in full force

and effect and not amended or rescinded approving the transactions contemplated by this Agreement

and the other Transaction Documents to which Buyer is a party and authorizing a Person or

Persons to sign and deliver this Agreement and such other Transaction Documents and any notices

or other documents to be given or entered into pursuant hereto or thereto on behalf of Buyer.

any of the foregoing conditions precedent have not been satisfied or waived by Seller in writing on or before the Final Closing Date,

Seller may terminate this Agreement by written notice to Buyer and thereafter, neither Party will have any further obligation or liability

hereunder to one another hereunder with respect to the sale and purchase of the Engine save for the express terms of this Agreement that

are intended to survive such termination.

8. Closing

and Post-Closing Actions

(a) Closing.

The Parties will use commercially reasonable efforts to close on the purchase and sale of

the Engine on or about the Scheduled Closing Date but, in any event, no later than the Final

Closing Date. Subject to the satisfaction, deferral or waiver of the conditions precedent

in Sections 6 and 7 of this Agreement on the Closing Date, title and risk of loss to the

Engine will be conveyed by Seller to Buyer through Seller’s execution and delivery

of a Bill of Sale to Buyer following Seller’s receipt of the following items from Buyer:

(iii) the

Purchase Price; and

(iv) the

Delivery Receipt duly executed by Buyer.

(b) Post-Closing

Actions. Promptly following Closing on the Closing Date, Seller will cause FAA Counsel

to:

(i) register

the international interest created by the sale of the Engine by Seller to Buyer on the International

Registry; and

(ii) provide

filing confirmation and an International Registry priority search certificate to Buyer confirming

that the actions set forth in sub-section (i) have been taken.

9. Warranties

and Warranty Disclaimers.

(a) Title

Warranty: Seller warrants to Buyer that Seller on the Closing Date, that Seller will

have and will convey to Buyer, good and marketable title to the Engine, free and clear of

any and all Liens except for Permitted Liens.

(b) Engine

Warranties. Seller hereby assigns to Buyer any and all assignable warranties of manufacturers,

service providers, supplier or maintenance facilities, overhaul agencies, of and for the

Engine, effective concurrently with Closing. Upon the request of Buyer, Seller shall give

Buyer aid and assistance in enforcing the rights of Buyer arising under such warranties.

Upon the request of Buyer, Seller shall give notice to any such manufacturers, maintenance

facilities and overhaul agencies of the assignment of such warranties to Buyer.

Disclaimers and Prior Representations.

(i) THE

ENGINE, THE PARTS THEREOF, THE ENGINE RECORDS, AND ANY OTHER THING DELIVERED, SOLD OR TRANSFERRED

HEREUNDER ARE BEING SOLD AND TRANSFERRED TO BUYER AND ACCEPTED BY BUYER HEREUNDER “AS-IS,

WHERE-IS,” WITH ALL FAULTS, AND EXCEPT AS EXPRESSLY SET FORTH IN AGREEMENT and

the Bill of Sale, WITHOUT ANY REPRESENTATION, GUARANTEE OR WARRANTY OF SELLER OR ANY

SELLER INDEMNITEE EXPRESS OR IMPLIED, OF ANY KIND, ARISING BY LAW OR OTHERWISE AS TO THE

CONDITION THEREOF.

(ii) BUYER

UNCONDITIONALLY AGREES THAT, AS BETWEEN BUYER AND SELLER THE ENGINE AND EACH PART THEREOF

IS SOLD AND PURCHASED IN AN “AS IS, WHERE IS”, “WITH ALL FAULTS”

CONDITION AS OF THE CLOSING DATE, AND NO TERM, CONDITION, WARRANTY, REPRESENTATION OR COVENANT

OF ANY KIND HAS BEEN ACCEPTED, MADE OR IS GIVEN BY SELLER IN RESPECT OF THE AIRWORTHINESS,

VALUE, QUALITY, DURABILITY, DATE, PROCESSING, CONDITION, DESIGN, OPERATION, DESCRIPTION,

MERCHANTABILITY OR FITNESS FOR USE OR PURPOSE OF THE ENGINE OR ANY PART THEREOF, AS TO THE

ABSENCE OF LATENT, INHERENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE), AS TO THE COMPLETENESS

OR CONDITION OF ANY ENGINE RECORDS, OR AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT,

(OR OBLIGATION OR LIABILITY, IN CONTRACT OR IN TORT) IN RELATION TO ANY OF THOSE MATTERS,

EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, ARE EXPRESSLY EXCLUDED.

(iii) ANY

PRIOR REPRESENTATIONS OR STATEMENTS, WHETHER ORAL OR WRITTEN, MADE BY SELLER AS TO THE ENGINE,

INCLUDING WITHOUT LIMITATION, AS TO THE CONDITION OR FITNESS OF THE ENGINES(INCLUDING, BUT

NOT LIMITED TO, ITS RELATED PARTS, AND/OR ANY OF THE ENGINE RECORDS) OR THE ENGINE’S

CAPABILITIES OR CAPACITIES, ARE SUPERSEDED HEREBY AND ANY SUCH REPRESENTATIONS OR STATEMENTS

NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT ARE HEREBY WITHDRAWN BY SELLER, WILL NOT BE

APPLICABLE TO THE TRANSACTIONS CONTEMPLATED HEREBY AND ARE OF NO FURTHER FORCE AND EFFECT.

BUYER ACKNOWLEDGES THAT BUYER HAS NOT RELIED AND IS NOT RELYING ON ANY SUCH REPRESENTATION

OR STATEMENTS.

10. Indemnification.

(a) Buyer

Indemnity. Buyer agrees to indemnify, defend, save and hold harmless the Seller Indemnitees,

in full and on demand from and against any and all losses, liabilities, actions, proceedings,

penalties, fines, judgments, damages, fees, costs, expenses (including reasonable attorneys’

fees and costs), claims, obligations, or other liabilities (“Claims”)

which may be alleged or incurred by a Seller Indemnitee (regardless of when same are suffered

or incurred and regardless of whether caused by the negligent acts or omissions of any Seller

Indemnitee): (i) arising directly or indirectly out of or in any way connected with any Engine

Activity with respect to the Engine or relating to loss or destruction of or damage to any

property, or death or injury to any person caused by, relating to or arising from or out

of (in each case whether directly or indirectly) any Engine Activity on or after Closing;

or (ii) as a result of the breach by Buyer of any of its obligations, representations or

warranties hereunder or any documents entered into in connection therewith. Notwithstanding

the foregoing, Buyer’s obligations under this Section 10(a) will not extend to any

Claims to the extent such Claims (1) arise out of the gross negligence or willful misconduct

by any Seller Indemnitee; (2) constitute the ordinary and usual operating or overhead expenses

of Seller; (3) are the result of the breach by Seller of any of its obligations, representations

or warranties hereunder or any documents entered into in connection therewith; or (4) are

required to be borne by Seller in accordance with any other express provision contained in

this Agreement.

(b) Seller

Indemnity. Seller agrees to indemnify, defend, save and hold harmless each Buyer Indemnitee,

in full and on demand from and against any and all Claims which may be alleged or incurred

by a Buyer Indemnitee (regardless of when same are suffered or incurred and regardless of

whether caused by the negligent acts or omissions of any Buyer Indemnitee): (i) arising directly

or indirectly out of or in any way connected with any Engine Activity or relating to loss

or destruction of or damage to any property, or death or injury to any person caused by,

relating to or arising from or out of (in each case whether directly or indirectly) any Engine

Activity prior to Closing and provided that such Claim has been or is capable of being asserted

prior to Closing and relates solely and exclusively to the period prior to Closing; or (ii)

as a result of the breach by Seller of any of its obligations, representations or warranties

hereunder or any documents entered into in connection therewith. Notwithstanding the foregoing,

Seller’s obligations under this Section 10(b) will not extend to any Claims to the

extent such Claims (1) arise out of the gross negligence or willful misconduct by any Buyer

Indemnitee; (2) constitute the ordinary and usual operating or overhead expenses of Buyer;

(3) are the result of the breach by Buyer of any of its obligations, representations or warranties

hereunder or any documents entered into in connection therewith; or (4) are required to be

borne by Buyer in accordance with any other express provision contained in this Agreement.

Basis. Any payment under any Transaction Document, including any indemnity payment made

under this Section 10, to a Buyer Indemnitee or Seller Indemnitee will include any amount

necessary to hold the Buyer Indemnitee or Seller Indemnitee harmless on an after-tax basis

from all withholding taxes and other taxes, fees and other charges required to be paid with

respect to such payment or indemnity under all applicable laws.

11. Insurance.

(a) Insurances.

With respect to the Engine, for a period expiring upon the date that is two (2) years after

the Closing Date (the “Cutoff Date”), Buyer will (or will cause)

the Seller Indemnitees to be included as additional insureds on (i) aircraft third party,

property damage, passenger, baggage, cargo and mail, and aviation general third party (including

products) legal liability insurance and contractual liability insurance, with a combined

single limit (bodily injury/property damage) in respect of the Engine, in an amount not less

than $600,000,000.00 (including War Risks) for each and every loss (and in the aggregate

in respect of products and personal injury liability) when the Engine is installed on an

airframe in operation or such higher amount as may be carried by such operator; or (ii) the

aviation liability insurances (including bodily injury, property damage to third parties,

products and completed operations insurances) in respect of the Engine in an amount not less

than $50,000,000 (including War Risks) (for each and every loss (and in the aggregate in

respect of products and personal injury liability) when the Engine is removed from service.

(b) Terms

of Insurance Policies. All policies carried in accordance with Section 11(a) and any

policies taken out in substitution or replacement for any such policies, shall be maintained

with insurers of recognized standing and normally participating in the leading international

commercial aviation insurance markets (through reinsurance, if necessary) and reasonably

acceptable to Seller. Further all policies shall:

(i) name

the Seller Indemnitees as additional insureds;

(ii) provide

that the Seller Indemnitees have no responsibility for payment of premium;

(iii) provide

that the insurers will, with respect to the Seller Indemnitees, waive any rights of subrogation,

setoff, recoupment, counterclaim or any other deduction, by attachment or otherwise;

(iv) provide

that the insurance as to the interests of each Seller Indemnitee not be invalidated by any

action or inaction by any other assured. Each Seller Indemnitee will be covered for its respective

interest notwithstanding any breach or violation of warranty, condition or declaration, or

by any non-disclosure or any false statement concerning the policy or the subject thereof,

whether occurring before or after the date of this Agreement, or whether before or after

the loss;

(v) be

primary without rights of contribution in relation to any other insurance, and not subject

to average;

(vi) include

cross-liability and severability of interest endorsement;

(vii) operate

in all respects as if a separate policy had been issued to and covering each insured thereunder;

provided, however, that the total liability under the policy will not exceed the limits of

liability under the policy; and

(viii) provide

that no cancellation or material change of the insurance occurs without 30 days’ (or 10 days’

with respect to non-payment of premium and 7 days’ (or such lesser period as may be

available with respect to War and Allied Perils) advance written notice to Seller.

of Insurance. Buyer shall provide Seller with an insurance certificate in compliance

with this Section 11 prior to the Closing Date and annually thereafter at renewal until the

Cutoff Date.

12. Representations,

Warranties and Covenants of Buyer. Buyer represents, warrants and covenants the following

to Seller as of the date hereof and as of the Closing Date:

(a) Organization,

Etc. Buyer is duly organized, validly existing and in good standing under the laws of

the jurisdiction of its organization and has all requisite power and authority to enter into

and perform its obligations under this Agreement and each other Transaction Document to which

it is party.

(b) Corporate

Authorization. Buyer has taken, or caused to be taken, all necessary company or organizational

action (including, without limitation, the obtaining of any consent or approval of any of

its members or any managers required by its certificate of incorporation, by-laws or other

charter documents) to authorize the execution and delivery of this Agreement and each other

Transaction Document to which it is party and the performance of its obligations hereunder

and thereunder.

Violation. The execution and delivery by Buyer of this Agreement and each other Transaction

Document to which it is party, the performance by Buyer of its obligations hereunder and

thereunder, and the consummation by Buyer on the date hereof and on the Closing Date of the

transactions contemplated hereby and thereby, do not and will not (i) violate or contravene

any provision of the constitutive documents of Buyer, (ii) violate or contravene any law

applicable to or binding on Buyer, or (iii) violate, contravene or constitute any default

under, or result in the creation of any Lien under, any indenture, mortgage, chattel mortgage,

deed of trust, conditional sales contract, lease, loan or other material agreement, instrument

or document to which Buyer is a party or by which Buyer or any of its properties is or may

be bound or affected.

(d) Approvals.

The execution and delivery by Buyer of this Agreement and each other Transaction Document

to which it is party, the performance by Buyer of its obligations hereunder and thereunder,

and the consummation by Buyer on the date hereof and on the Closing Date of the transactions

contemplated hereby or thereby, do not and will not require the consent, approval or authorization

of, or the giving of notice to, or the registration with, or the recording or filing of any

documents with, or the taking of any other action in respect of, (i) any trustee or

other holder of any debt of Buyer, or (ii) any Government Entity.

(e) Valid

and Binding Agreement. This Agreement and each other Transaction Document to which Buyer

is a party has been or will be duly authorized, executed and delivered by Buyer and, assuming

the due authorization, execution and delivery by the other party or parties thereto, this

Agreement and each other Transaction Document to which Buyer is a party constitute the legal,

valid and binding obligations of Buyer and is enforceable against Buyer in accordance with

the terms hereof and thereof, except as such enforceability may be limited by bankruptcy,

insolvency, reorganization, receivership, moratorium and other similar laws affecting the

rights of creditors generally and general principles of equity, whether considered in a proceeding

at law or in equity.

(f) Litigation.

There are no pending or, to the actual knowledge of Buyer, threatened actions or proceedings

against Buyer before any court, administrative agency or tribunal which, if determined adversely

to Buyer, would adversely affect the ability of Buyer to perform any of its obligations under

this Agreement.

(g) Compliance

with Laws. Buyer is not purchasing the Engine on behalf of, or for the purpose of resale

to, another Person to whom the exportation or transfer of the Engine is prohibited or restricted

under Trade Control Laws.

(h) Solvency.

Buyer is not subject to any bankruptcy proceedings.

13. Representations,

Warranties and Covenants of Seller. Seller represents, warrants and covenants the

following to Buyer as of the date hereof and as of the Closing Date:

(a) Organization,

Etc. Seller is duly formed, validly existing and in good standing under the laws of the

jurisdiction of its formation and has all requisite power and authority to enter into and

perform its obligations under this Agreement and each other Transaction Document to which

it is party.

(b) Authorization.

Seller has taken, or caused to be taken, all necessary company or organizational action (including,

without limitation, the obtaining of any consent or approval of any of its members or any

managers required by its certificate of formation, operating agreement or other charter documents)

to authorize the execution and delivery of this Agreement and each other Transaction Document

to which it is party and the performance of its obligations hereunder and thereunder.

Violation. The execution and delivery by Seller of this Agreement and each other Transaction

Document to which it is party, the performance by Seller of its obligations hereunder and

thereunder, and the consummation by Seller on the date hereof and on the Closing Date of

the transactions contemplated hereby and thereby, do not and will not (i) violate or contravene

any provision of any certificate of formation or other charter documents of Seller, (ii)

violate or contravene any law applicable to or binding on Seller, or (iii) violate, contravene

or constitute any default under, or result in the creation of any Lien under, any indenture,

mortgage, chattel mortgage, deed of trust, conditional sales contract, lease, loan or other

material agreement, instrument or document to which Seller is a party or by which Seller

or any of its properties is or may be bound or affected.

(d) Approvals.

The execution and delivery by Seller of this Agreement and each other Transaction Document

to which it is party, the performance by Seller of its obligations hereunder and thereunder,

and the consummation by Seller on the date hereof and on the Closing Date of the transactions

contemplated hereby or thereby, do not and will not require the consent, approval or authorization

of, or the giving of notice to, or the registration with, or the recording or filing of any

documents with, or the taking of any other action in respect of, (i) any trustee or other

holder of any debt of Seller, or (ii) any Government Entity.

(e) Valid

and Binding Agreement. This Agreement and each other Transaction Document to which Seller

is a party has been duly authorized, executed and delivered by Seller and, assuming the due

authorization, execution and delivery by the other party or parties thereto, this Agreement

and each other Transaction Document to which Seller is a party constitute the legal, valid

and binding obligations of Seller, enforceable against Seller in accordance with the terms

hereof and thereof, except as such enforceability may be limited by bankruptcy, insolvency,

reorganization, receivership, moratorium and other similar laws affecting the rights of creditors

generally and general principles of equity, whether considered in a proceeding at law or

in equity.

(f) Litigation.

There are no pending or, to the actual knowledge of Seller, threatened actions or proceedings

against Seller before any court, administrative agency or tribunal which, if determined adversely

to Seller, would adversely affect the ability of Seller to perform any of its obligations

under this Agreement.

(g) Title.

Seller hereby represents, warrants and covenants that it is the sole owner of, and on the

Closing Date, upon delivery of the Bill of Sale by Seller to Buyer, Seller will transfer

full good and marketable legal and beneficial title to the Engine to Buyer free and clear

of all Liens other than Permitted Liens.

(h) Solvency.

Seller is not subject to any bankruptcy proceedings.

14. Notices.

Any notices required or permitted to be given hereunder (each referred to as a “Notice”)

shall be in writing and shall be given to the Parties at their respective addresses shown

below, or to such other address as either Party may subsequently notify the other:

to Seller:

to Buyer:

AERO

ENGINE SOLUTIONS, INC.

[***]

Attn:

[***]

Email:

[***]

EURUS

AEROSPACE TOKEN I LLC

2875

South Ocean Blvd., Suite 100, Palm Beach, Florida 33480

Attn:

Max van der Griend and John Saunders

Email:

max.vandergriend@forum-markets.com and john.saunders@forum-markets.com

All

Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or email (with confirmation

of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided

in this Agreement, a Notice is effective only (a) upon receipt by the receiving Party, and (b) if the Party giving the Notice has complied

with the requirements of this Section 14.

15. Further

Assurances. Each Party agrees to take such further actions as may be reasonably requested

by the other Party in order to carry out the intent of the Parties as expressed herein.

16. Entire

Agreement and Amendments. This Agreement and the attachments contain the entire agreement

of the Parties with regard to the transaction described herein and supersede any previous

negotiations, understandings, or agreements pertaining to that transaction. This Agreement

may not be amended except by a subsequent writing signed by authorized representatives of

both Parties. Seller and Buyer acknowledge and agree that there have been no representations,

warranties, promises, guarantees or agreements, express or implied, made by either Party

(or its respective representatives) in connection with the transactions contemplated by this

Agreement, except as expressly set forth herein.

17. No

Third-Party Beneficiaries. Except as expressly set forth in Sections 3(b), 10(a),

and 10(b), this Agreement is for the sole benefit of the Parties hereto and their respective

successors and permitted assigns and nothing herein, express or implied, is intended to or

shall confer upon any other person or entity any legal or equitable right, benefit, or remedy

of any nature whatsoever under or by reason of this Agreement.

18. Assignment.

Neither Seller nor Buyer may assign any of its rights or delegate any of its obligations

under this Agreement without the prior written consent of the other Party, which consent

shall not be unreasonably withheld or conditioned.

19. Severability.

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction,

such invalidity, illegality, or unenforceability shall not affect any other term or provision

of this Agreement or invalidate or render unenforceable such term or provision in any other

jurisdiction. Upon such determination that any term or other provision is invalid, illegal,

or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement

so as to effect the original intent of the Parties as closely as possible in a mutually acceptable

manner in order that the transactions contemplated hereby be consummated as originally contemplated

to the greatest extent possible.

20. Governing

Law and Jurisdiction. This Agreement is governed by, and construed in accordance

with, the laws of the State of Florida, applicable to contracts made and to be performed

entirely within such State without regard for conflict of law principles. The Parties consent

and hereby submit to the non-exclusive jurisdiction of the state and federal courts located

in West Palm Beach, Florida in connection with any action or proceeding brought in connection

with this Agreement and irrevocably waive any claim or defense based on inconvenient forum

or improper venue in relation to any action or proceeding brought in such courts. The United

Nations Convention on Contracts for the International Sale of Goods, 1980, and any amendment

or successor thereto shall not apply to this Agreement.

21. Waiver

of Jury Trial. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST

EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL

ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT,

INCLUDING ANY EXHIBITS AND SCHEDULES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED

HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF THE OTHER PARTY

HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE

FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) IT HAS CONSIDERED THE IMPLICATIONS OF

THIS WAIVER, (C) IT MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (D) IT HAS BEEN INDUCED

TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS

IN THIS SECTION.

22. Fees

and Costs. Except as otherwise expressly provided herein each Party will be responsible

for and will pay the costs and expenses incurred by it in connection with the negotiation

and drafting of this Agreement and the consummation of the transactions contemplated hereby,

including attorneys’ fees and expenses and technical, inspection and/or appraisal costs.

Buyer agrees to be responsible for any costs or expenses incurred in connection with any

registration or filing effected in consequence of the transactions contemplated hereby.

23. Survival.

The Parties further agree and confirm that their obligations and agreements with respect

to Taxes, insurance, indemnification and confidentiality set forth herein will survive the

execution and delivery of this Agreement and the payment of the Purchase Price hereunder.

24. Limitation

of Consequential Damages. No Party will in any event be liable to any other Party

for any indirect, special, consequential or punitive damages arising out of any breach or

otherwise in respect of this Agreement or the subject matter hereof, except, for the avoidance

of doubt, to the extent the indemnification provisions hereunder require an indemnity in

respect of such damages which are recoverable by a Person not a party to this Agreement against

a Seller Indemnitee or a Buyer Indemnitee, it being understood that this provision will not

limit or expand the scope or content of such indemnification provisions.

25. Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed an original,

but all of which together shall be deemed to be one and the same agreement. A signed copy

of this Agreement delivered by email, or other means of electronic transmission shall be

deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

26. Time

of the Essence. Time shall be of the essence in this Agreement.

27. No

Brokers. The Seller and the Buyer hereby represent and warrant to the other

that it has not paid, agreed to pay or caused to be paid directly or indirectly in any form,

any commission, percentage, contingent fee, brokerage or other similar payments of any kind,

in connection with the establishment or operation of this Agreement, to any person (other

than fees payable by each Party to its legal advisers and other professional advisers), and

the Seller and the Buyer hereby indemnify the other on demand against any loss caused by

a breach of the foregoing representation and warranty.

28. Confidentiality.

The Buyer and the Seller shall, and shall procure that their respective officers, employees

and agents shall, keep confidential and shall not, without the prior written consent of the

other Party, disclose to any third party, this Agreement or any of the terms or conditions

of this Agreement or any documents or materials supplied by or on behalf of another Party

in connection with this Agreement; provided, however, that nothing herein shall prevent the

Buyer or its parent corporation from disclosing the full text of this Agreement as an exhibit

to, or the material terms of this Agreement in, any filing with the U.S. Securities and Exchange

Commission (the “SEC”), to the extent required by applicable law,

rule, or regulation, including, without limitation, the Buyer’s parent corporation’s

filing obligations with the SEC, provided that the Buyer and its parent corporation shall

keep confidential the bank account information of the Seller as set forth in Section 3(a)

hereof in any such disclosure with the SEC and if a copy of this Agreement will be filed

with the SEC, Buyer will redact all commercially sensitive information from the Agreement

and provide the redacted copy of this Agreement for review and comment prior to filing it

with the SEC.

29. Export

Controls.

(a) Buyer

acknowledges that this Agreement is subject to Trade Control Laws.

(b) Each

Party will comply (and is in compliance) in all respects with all applicable Trade Control

Laws relating to the ownership, installation, operation, movement, marketing and maintenance

of the Engine. To this effect, the Parties acknowledge that the Engines are subject to the

Trade Control Laws and Buyer further agrees that it will not sell, transfer or lease the

Engine to any Person that is: (i) a target of (or subject to) U.S., European Union, United

Kingdom or United Nations economic, financial or trade sanctions in force from time to time;

(ii) named, identified or described on any blocked persons list, specially designated nationals

list, prohibited persons list, or other official list of restricted persons with whom U.S.,

European Union, United Kingdom or United Nations persons, or Persons otherwise subject to

the jurisdiction of the U.S., the European Union, the United Kingdom or United Nations may

not conduct business, including, but not limited to, restricted party lists published or

maintained by (I) OFAC, (II) the U.S. Department of Commerce, (III) the U.S. Department of

State, (IV) the European Union or (V) His Majesty’s Treasury of the United Kingdom;

or (iii) owned or controlled by, or an actor on behalf of, any Person described in clauses

(i) or (ii). Seller warrants that it did not acquire the Engine from, or prior to Closing,

relinquish control of the Engine to any Person described in clauses (i) or (ii).

30. Filings

and Registrations. Buyer and Seller each hereby agree to cooperate with each other

to effect, maintain and discharge any and all filings and registrations as may be necessary

to protect either Seller’s or Buyer’s right, title or interest in and to the

Engine which may be necessary or desirable to be filed or registered in relation to the Convention

On International Interests, In Mobile Equipment, and the Aircraft Protocol thereto and matters

specific to aircraft equipment signed at Cape Town on 16 November 2001.

[signature

page follows]

WITNESS WHEREOF, each of Seller and Buyer executed this Agreement as of the date shown at the beginning of this Agreement.

Seller:

AERO ENGINE SOLUTIONS, INC.

By:

/s/

Tyler Norman

Name:

Tyler Norman

Title:

Chief Executive Officer

Buyer:

EURUS AEROSPACE TOKEN I LLC

By:

/s/ McAndrew Rudisill

Name:

McAndrew Rudisill

Title:

Chief Executive Officer

EXHIBIT

FORM

OF BILL OF SALE

KNOW ALL MEN BY THESE PRESENTS:

THAT,

AERO ENGINE SOLUTIONS, INC. (“Seller”), in consideration of the sum of US$10.00 and other valuable consideration

in hand paid by EURUS AEROSPACE TOKEN I LLC (“Buyer”), the receipt and sufficiency of which is hereby acknowledged

by Seller, has granted, exchanged, sold, conveyed, transferred and delivered, and does by these presents hereby grant, exchange, sell,

convey, transfer, deliver and set over unto Buyer, the following described property, with all rights and privileges of ownership thereto:

one

(1) CFM International model CFM56-7B aircraft engine bearing manufacturer’s serial number [***] in as-installed QEC configuration

described in Schedule 1 of the Sale Agreement, together with all Parts and Engine Records but, excluding engine stand, nose cowl

and thrust reverser (all of the foregoing collectively referred to herein as the “Property”).

TO HAVE AND TO HOLD

the same unto Buyer, its successors and assigns forever. The undersigned covenants and agrees with Buyer to warrant and defend the title

to the Property hereby sold to Buyer, its successors and assigns, against the lawful claims of all persons whomsoever, and further warrants

that the Property is free from any and all liens, claims, or encumbrances whatsoever except to the extent created by or through Buyer.

Except

as set forth above, THE PROPERTY IS SOLD TO BUYER “AS-IS, WHERE-IS” AND “WITH ALL FAULTS”.

SELLER MAKES NO EXPRESS OR IMPLIED WARRANTY INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS

FOR PURPOSE, AND NO REPRESENTATION OR AFFIRMATION OF FACT IS MADE, WITH RESPECT TO THE PROPERTY. THE WARRANTIES MADE HEREIN AND IN THE

ENGINE SALE AND PURCHASE AGREEMENT DATED AS OF JULY 27, 2026 (THE “SALE AGREEMENT”) BETWEEN SELLER AND BUYER

ARE EXCLUSIVE, AND IN LIEU OF ALL OTHER WARRANTIES OF SELLER, WHETHER WRITTEN, ORAL OR IMPLIED. IN NO EVENT SHALL SELLER BE LIABLE TO

BUYER FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES SUSTAINED BY BUYER AS A RESULT OF THE SALE OF THE PROPERTY TO BUYER.

Capitalized

terms used in this Bill of Sale, but not otherwise defined, shall have the meanings assigned to them in the Sale Agreement.

This

Bill of Sale is governed by the laws of State of Florida.

*****[signature

page follows]*****

IN WITNESS WHEREOF,

this Bill of Sale has been executed on behalf of Seller by its authorized representative on this _____ day of July, 2026.

AERO

ENGINE SOLUTIONS, INC.

By:

Name:

Title:

EXHIBIT B

FORM

OF DELIVERY RECEIPT

Pursuant

to that certain ENGINE SALE AND PURCHASE AGREEMENT between AERO ENGINE SOLUTIONS, INC. (“Seller”) and EURUS

AEROSPACE TOKEN I LLC (“Buyer”) and dated as of July 27, 2026 (the “Sale Agreement”),

Buyer hereby confirms, acknowledges and certifies as follows:

1. on

July ___, 2026 at _______ am/pm (Eastern), Seller did deliver the following Engine while

the Engine was located at the [***]:

one

(1) CFM International model CFM56-7B aircraft engine bearing manufacturer’s serial number [***] in as-installed QEC configuration

described in Schedule 1 of the Sale Agreement, together with all Parts and Engine Records but, excluding engine stand, nose cowl

and thrust reverser (all of the foregoing collectively referred to herein as the “Engine”);

2. the

Engine has been delivered and accepted on the date set forth above to Buyer’s full

satisfaction and pursuant to the terms and provisions of the Sale Agreement;

3. the

Engine has been fully examined by Buyer and received in a condition fully satisfactory to

Buyer and in full conformity with the Sale Agreement in every respect; and

4. Buyer

agrees that it is purchasing the Engine in “AS IS, WHERE IS” AND “WITH

ALL FAULTS” and subject to the terms and conditions of the Sale Agreement.

Capitalized

terms used in this Delivery Receipt, but not otherwise defined, shall have the meanings assigned to them in the Sale Agreement.

This

Delivery Receipt is governed by the laws of State of Florida.

*****[signature

page follows]*****

WITNESS WHEREOF, this Delivery Receipt has been executed on behalf of Buyer by its authorized representative on this _____ day of July,

2026.

EURUS AEROSPACE TOKEN I LLC

By:

Name:

Title:

EXHIBIT

FORM

OF SERVICING AGREEMENT SUPPLEMENT

(attached)

SCHEDULE

QEC INVENTORY

(attached)

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Entity Central Index Key

0001690080

Entity Tax Identification Number

90-1890354

Entity Incorporation, State or Country Code

Entity Address, Address Line One

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South Ocean Blvd

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City Area Code

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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Data Type:

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