SUBSCRIPTION AGREEMENT

Aviation Training Partners International, Inc.

A Chapter “C” Delaware Corporation

SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT, between Aviation Training Partner’s International Inc. a Delaware Chapter “C” Corporation (“ATPI”), and the subscriber listed on the signature page hereof (the “Subscriber”), made as of the date set forth by ATPI opposite its signature on the signature page hereof.

WITNESSETH:

WHEREAS, ATPI is conducting a private placement (the “Private Placement”) pursuant to which it is offering up to an aggregate of 100,000 Series ‘A’ Non-voting Units of ATPI; and

WHEREAS, the Subscriber desires to purchase from ATPI in the Private Placement the number of Series ‘A’ Non-voting Units set forth on the signature page hereof, subject to the provisions described herein (the “Series ‘A’ Non-voting Units”) on the terms and conditions hereinafter set forth; and

WHEREAS, This Subscription Agreement is one of a limited number of such subscriptions for Series ‘A’ Non-voting Units offered by ATPI to a limited number of suitable investors pursuant to Rule 506 of Regulation D and Section 4(2) and/or Section 4(6) of the Securities Act of 1933, as amended (the “Securities Act”). Execution of this Subscription Agreement by the Subscriber shall constitute an offer by the Subscriber to purchase on the terms and conditions specified herein and in ATPI’s Confidential Private Placement Memorandum dated August 2018 (the “PPM”). ATPI reserves the right to reject such subscription offer or, by executing a copy of this Subscription Agreement, to accept such offer. If the Subscriber’s offer is accepted, ATPI will execute this Subscription Agreement and issue the Series ‘A’ Non-voting Unit in accordance with the terms provided in the PPM. If the Subscriber’s offer is rejected, the payment accompanying this Subscription Agreement will be returned to the Subscriber, with no interest thereon, with the notice of rejection.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

1. Issuance, Sale and Delivery of the Series ‘A’ Non-voting Units.

   
   

   1. Subject to the terms and conditions set forth herein and execution of this Agreement and the counterpart signature page to the Stockholders Agreement (as defined below) attached to the PPM to which this Subscription Agreement is attached, on the Closing Date (as defined below) ATPI shall issue, sell and deliver to Subscriber, and Subscriber shall purchase from ATPI, the Series ‘A’ Non-voting Units for a purchase price of

      $2,500 per unit (the aggregate purchase price to be paid by the Subscriber for the Series ‘A’ Non—voting Unit is referred to as the “Purchase Price”).

      
      

   2. On the Closing Date, against delivery by the Subscriber of (i) the Purchase Price by wire transfer, check, money order or as otherwise directed by ATPI, of immediately payable funds and (ii) a counterpart signature page to the Stockholders Agreement

      executed by the Subscriber, Subscriber shall be registered in the book of ATPI as the owner of Series ‘A’ Non-voting Units being purchased by Subscriber hereunder, which such Series ‘A’ Non-voting Units may be evidenced by more than one certificate in the name of the Subscriber.

      
      

2. Closing Date.

   
   

   In the event ATPI accepts this subscription by execution of this Agreement, the closing of the sale and purchase of the Series ‘A’ Non-voting Units shall take place at the offices of ATPI as such place, date and time as may be determined by ATPI (such date and time of the closing being herein called the “Closing Date”). ATPI, IN ITS SOLE DISCRETION, MAY REJECT ANY SUBSCRIPTIONS IN WHOLE OR IN PART. The Subscriber

   acknowledges that this subscription shall be deemed to be accepted by ATPI only when this Agreement is countersigned by an authorized officer of ATPI. The Subscriber further acknowledges and agrees that subscriptions need not be accepted in the order they are received, that ATPI shall not be obligated to sell all or any of the Number of Series ‘A” Non-voting Units proposed to be sold in the Private Placement, that ATPI shall not be required to sell any minimum number of Series ‘A’ Non-voting Units at any closing and the ATPI may hold one or more closings for such number of Series ‘A’ Non-voting Units as it shall determine in its sole discretion.

   
   

3. Representations and Warranties of ATPI represents and warrants to Subscriber as follows:

   
   

   1. Organization: ATPI is a Chapter “C” Corporation. duly formed, validly existing and in good standing under the laws of the State of Delaware. ATPI has, or on or prior the Closing Date will have, the authority to own and hold its properties, to carry on its business as currently conducted, to execute, deliver and perform this Agreement and to issue and deliver Series ‘A’ Non-voting Units.

      
      

   2. Authorization of Agreements: This Agreement has, or on or prior to Closing Date will have been duly executed and delivered by ATPI and constitutes the valid and binding obligation of ATPI enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws affecting creditor’s rights generally or by general equitable principles, and except insofar as the enforceability of any provision hereof would be restricted or void by reason of public policy.

      
      

   3. No Conflicts: ATPI’s execution and delivery of this Agreement and ATPI’s consummation of the transaction contemplated hereby will not (i) violate, conflict with or result in an event of default under any material agreement or contract to which ATPI is a party or by which it is bound, (ii) violate any applicable law, ordinance, rule or regulation of any government body having jurisdiction over ATPI or its business or any

      order, judgment, decree applicable to ATPI, or (iii) violate any provision of its bylaws, each as may be in effect as of the Closing Date.

      
      

4. Representations and Warranties of the Subscriber

   
   

   Subscriber represents and warrants to ATPI with respect to itself as follows:

   
   

   1. Organization, Power and Authority: Subscriber, if not a natural person, is duly incorporated or organized validly and in good standing in its jurisdiction of in a Limited Liability Company or corporation. Subscriber has full power and authority to enter into, deliver and perform this Agreement and the Operating Agreement (together, the “Transaction Documents”) and has taken all action required to authorize the execution and delivery hereof and to consummate the transactions contemplated hereby, including the purchase of the Series ‘A’ Non-voting Units, and, if Subscriber is not a natural person, the person signing this Agreement on behalf of Subscriber has been duly authorized to act on behalf of and to bind such party.

      
      

   2. Authorization of Agreements. The Transaction Documents have been duly executed and delivered by the Subscriber and constitute the valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws affecting creditor’s rights generally or by general equitable principles, and except insofar as the enforceability of any provision hereof would be restricted or void by reason of public policy.

      
      

   3. No Conflicts. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated hereby will not (i) violate, conflict with or result in an event of default under any material agreement or contract to which the Subscriber is a party or by the Subscriber is bound, (ii) violate any applicable law, ordinance, rule or regulation of any government body having jurisdiction over such party or its business or any order, judgment or decree applicable to the Subscriber, (iii) require the Subscriber to obtain the consent of any government agency or entity or any other third party, other than such consents as have already been obtained, or (iv) if not a natural person, violate any provision of the Subscribers certificate of in Limited Liability Company or organizational instrument or document, as applicable, and by- laws, partnership agreement or operating agreement, as applicable.

      
      

   4. Investment Representation. Subscriber represents and warrants to ATPI that (i) it has completed the “Accredited Investor Certification” attached to this Agreement, (ii) it is an “accredited investor” as such terms is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and (iii) it is acquiring the Series ‘A’ Non-voting Units for its own

      accord for the purpose of investment and not with a view to or for sale in connection with any distribution thereof. Subscriber further represents that Subscriber has knowledge and experience in business and financial matters and prior investment experience, including investment in securities that are non-listed, unregistered and/or not traded on a national securities exchange nor on the NASDAQ Stock Market and that Subscriber understands that (i) the Series ‘A’ Non-voting Units have not been registered under the Securities Act, by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or pursuant to Regulation D promulgated there under, (ii) the Series ‘A’ Non-voting Units must be held indefinitely under a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration., (iii) the Series ‘A’ Non- voting Units will bear a legend to such effect, and (iv) ATPI will make a notation on its transfer books to such effect. Subscriber has delivered the completed “Accredited Investor Certification” to ATPI along with any subscription made hereunder.

      
      

   5. No Public Market. At some future time, ATPI may Incorporate and convert all its Series ‘A’ Non-voting Units into an equivalent number of shares. Subscriber understands that there is no public market for either the Series ‘A’ Non-voting Units or shares and that no market may develop. The subscriber understands that even if a public market develops for the Series ‘A’ Non-voting Units, Rule 144 promulgated under the Securities Act requires for non-affiliates, among other conditions, a one-year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under the Securities Act. The Subscriber understands and acknowledges that at such time, if ever, as the Series ‘A’ Non-voting Units are registered, sales of such securities will be subject to state securities laws, including those of the state in which the Subscriber resides, which may require any securities sold in such state to be sold through a registered broker- dealer or in reliance upon an exemption from registration.

      
      

   6. Access to Information. The Subscriber represents that the Subscriber has been furnished by ATPI during the course of this transaction with the PPM and all information regarding ATPI which the Subscriber has requested or desired to know, has been afforded the opportunity to ask questions of and receive answers from duly authorized officers of ATPI concerning the terms and conditions of the Private Placement and has received any additional information which the Subscriber has requested. The Subscriber has relied solely upon the information provided by ATPI in this Agreement in making the decision to invest in Series ‘A’ Non-voting Units. The Subscriber disclaims reliance on any other statements made or information provided by any person or entity in the course of the Subscriber’s consideration of the purchase of the Series ‘A’ Non-voting Units.

      
      

   7. Risk. SUBSCRIBER UNDERSTANDS THAT THIS INVESTMENT IN THIS COMPANY IS ILLIQUID AND INVOLVES A HIGH DEGREE OF SPECULATIVE

      RISK. The Subscriber recognizes that the purchase of the Series ‘A’ Non-voting Units involves a high degree of risk in that, among other things, (i) ATPI is a early stage business with a limited operating history and may require funding in addition to the proceeds of the Private Placement, which may be done through additional equity issuances which may cause additional dilution, (ii) an investment if ATPI is highly speculative, and only an investor who can afford the loss of the Subscriber’s entire investment should consider investing in ATPI and the Series ‘A’ Non-voting Units,

      (iii) the Subscriber may not be able to liquidate the Subscriber’s investment, and (iv) in the event of a disposition, the Subscriber could sustain the loss of the entire investment.

      
      

   8. No Commissions or NASD Affiliation. Subscriber has not paid or received any commission or other remuneration in connection with the Private Placement. The Subscriber is not associated with a member firm of the National Association of Securities Dealers, Inc.

      
      

   9. No Brokers or General Solicitation. Neither the Subscriber, nor any of its officers, directors, employees, agents, stockholders or partners, if any, has either directly or indirectly, including through a broker or finder (i) engaged in any general solicitation, or (ii) published any advertisement in connection with the offer and sale of the Series ‘A’ Non-voting Units. The Subscriber represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction and agrees to indemnify and to hold harmless ATPI from any liability for any commission or compensation in the nature of a finder’s fee or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Subscriber or any of its officers, directors, employees, agents, stockholders or partners, if any, is responsible.

      
      

   10. Address. The Subscriber represents that the address of the Subscriber furnished on the signature page hereof is (i) the Subscriber’s principle business address if the Subscriber is not a natural person or (ii) the Subscriber’s principle residence if the Subscriber is a natural person.

       
       

   11. Foreign Subscribers. If the Subscriber is not a United States person (as defined by Section (1) 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Series ‘A’ Non-voting Units or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Series ‘A’ Non-voting Units, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Series ‘A’ Non-voting Units. The Subscriber’s subscription and

       payment for and continued beneficial ownership of the Series ‘A’ Non-voting Units will not violate any applicable securities or other laws of the Subscriber’s jurisdiction.

       
       

   12. Stockholders Agreement. The Subscriber acknowledges and agrees that (i) the Series ‘A’ Non-Voting Units are subject to substantial restrictions on transfer and voting pursuant to the Stockholders Agreement, (ii) the Series ‘A’ Non-Voting Units will bear a legend to such effect, and (iii) ATPI will make a notation on its books to such effect.

       
       

5. Miscellaneous

   
   

   1. Expenses. Each party hereto will pay its own expenses in connection with the transaction contemplated by the Agreement, whether or not such transactions shall be consummated.

      
      

   2. Survival of Agreements. All covenants, agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement and the issuance, sale and delivery of the Series ‘A’ Non-Voting Units pursuant hereto.

      
      

   3. Parties in Interest. All covenants and agreements contained in the Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and permitted assigns of the parties hereto whether so expressed or not, except for transferees in a Public Sale. For the purposes of this Agreement, “Public Sale” means any sale of Series ‘A’ Non-Voting Units to the public pursuant to an offering registered under the Securities Act or to the public pursuant to the provisions of Rule 144 (or any successor or similar rule) adopted by the Securities Act.

      
      

   4. Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given, delivered and received upon the earlier of actual receipt or: (a) personal delivery to the party to be notified; (b) when sent; if sent by facsimile during the normal business hours of the recipient and if not sent during the normal business hours; then on the recipient’s next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next day or next business day delivery, with written verification of receipt. All communications shall be sent to, if to the Subscriber, such Subscriber’s address as set forth on the signature page hereto, or if to ATPI, to the principle office of ATPI and to the attention of the CFO, or to such facsimile number or address as subsequently modified by written notice given in accordance with this Section 5(d), with an email copy to chuck@aviationTPI.com.

      
      

   5. Entire Agreement; Modifications. This Agreement, together with the Stockholders Agreement, constitutes the entire agreement of the parties with respect to the subject

      matter hereof and may not be amended or modified nor any provision waived except in a writing signed by ATPI and Subscriber.

      
      

   6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

      
      

   7. Governing Law. This Agreement, the performance of this Agreement and any and all matters arising directly or indirectly here from and therefrom, including the legal relations among the parties, shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, with regard to its conflict of law rules. The parties hereto hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the State of Delaware, and not in any other state or federal court in the Unites State of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the state courts for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in a State court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the state court has been brought in an improper or inconvenient forum.

THE SERIES ‘A’ NON-VOTING UNITS BEING SOLD HEREUNDER HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE SERIES ‘A’ NON-VOTING UNITS OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SERIES ‘A’ NON-VOTING UNITS ARE SUBJECT TO RESTRICTION ON TRANSFERRABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. SUBSCRIBER SHOULD BE AWARE THAT IT WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

SUBSCRIBER SHOULD CONSULT ITS OWN LEGAL COUNSEL, ACCOUNTANT AND BUSINESS AND FINANCIAL ADVISERS AS TO ALL LEGAL, TAX AND RELATED MATTERS CONCERNING ANY INVESTMENT IN AVIATION TRAINING PARTNERS’S INTERNATIONAL INC.

IN WITNESS HEREOF, Aviation Training Partner’s International Inc. and the Subscriber have executed this Agreement.