EFTA00307679.pdf

AIRCRAFT PURCHASE AGREEMENT n THIS AIRCRAFT PURCHASE AGREEMENT (this "Agreement") is entered into as of July I 0 , 2011, by and between ASI WINGS, LLC, a Delaware limited liability company ("Seller"), whose address is 151 Farmington Avenue, Hartford, Connecticut 06156, and FREEDOM AIR INTERNATIONAL, INC., a Delaware corporation ("Purchaser"), whose address is 103 Foulk Road, Suite 202, Wilmington, Delaware 19803. RECITATIONS: Subject to the tents and conditions set forth in this Agreement, Seller desires to sell, transfer, and deliver to Purchaser, and Purchaser desires to purchase, one used Sikorsky S-76C helicopter (sometimes referred to as a S-76C+) bearing Manufacturer's Serial No. 760472 and U.S. Registration No. N162AE, with two (2) Turbomeca Arriel 2S1 engines bearing Manufacturer's Serial Nos. 20040 and 20533TEC, together with all avionics, equipment (including loose equipment), systems, furnishings and accessories installed on, contained in or attached to said helicopter and engines, all as is more particularly described in Exhibit A and Exhibit A-I attached hereto, and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, checklists, drawings, any issued FAA Form 337's, warranty documents, and all other records and paperwork relating to the above-described helicopter and engines in Seller's possession (collectively, the "Aircraft"). provided, that the term Aircraft as used herein does not include airframe maintenance manuals and airframe illustrated parts catalogs as the same arc being retained by Seller. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and other good and valuable consideration, the parties hereto agree as follows: 1. Purchase Price., Payment. Seller agrees to sell, and Purchaser agrees to purchase, the Aircraft for a total purchase price of One Million Five Hundred Thousand U.S. Dollars (USS1,500,000.00) (the "Purchase Price"), which shall be paid as follows: (a) Purchaser has placed a deposit of One Hundred Thousand U.S. Dollars (USS100,000.00) (the "Deposit") with Insured Aircraft Title Service, Inc., Oklahoma City, Oklahoma, as escrow agent (the "Escrow Agent"), which Deposit shall be held in escrow and disbursed at the Closing (as hereinafter defined and described) pursuant to the conditions and requirements set forth in this Agreement; and (b) The balance of the Purchase Price in the amount of One Million Four Hundred Thousand U.S. Dollars (USS1,400,000.00) (the "Purchase Price Balance") shall be paid at the Closing, said Purchase Price Balance to be wire transferred prior to the Closing into the Special Escrow Account (as defined below) of the Escrow Agent for its disbursement to Seller at the Closing upon the satisfaction of the conditions and requirements set forth in this Agreement. EFTA00307679  IN WITNESS WHEREOF, the parties to this Aircraft caused it to be executed by their duly authorized repres Purchase Agreement have entatives. PURCHASER: FREEDOM AIR INTERNATIONAL, INC. SELLER: ASI WINGS, LLC By: Aetna Inc., Managing Member BY: Name: Title: INSURED AIRCRAFT TITLE SERVICE, INC., hereby acknowledg es receipt of the Deposit in the amount of $100,000.00 USD and an executed copy of this Aircra ft Purchase Agreement, and agrees to hold and dispose of the Deposit and, if received by it, the Purch ase Price Balance and to perform the other duties specified in the various provisions of this Agree ment in accordance with said provisions, including without limitation the provisions of Sectio ns 1.1, 5 and 6 thereof. Dated this day of July, 2011. INSURED AIRCRAFT TITL RVICE, INC. Tt By: Name: Joan Roberts Tide: Vice President 56072'00136 14 EFTA00307680  IN WITNESS WHEREOF, the parties to this Aircraft Purchase Agreement have caused it to be executed by their duly authorized representatives. PURCHASER: FREEDOM AIR INTERNATIONAL, INC. By: Name: Title: ASI WINGS, LLC By: Aetna Inc., Man ng Member By: Nam Title: Sec rekar,6, INSURED AIRCRAFT TITLE SERVICE, INC., hereby ackno wledges receipt of the Deposit in the amount of 100,000.00 USD and an executed copy of this Aircra ft Purchase Agreement, and agrees to hold and dispose of the Deposit and, if received by it, the Purchase Price Balance and to perform the other duties specified in the various provisions of this Agreement in accordance with said provisions, including without limitation the provisions of Sections 1.1, 5 and 6 thereof. Dated this day of July, 2011. NSURED AIRCRAFT TITLE SERVICE, INC. K21-2,Z e- By: Name: Joan Roberts Title: Vice President 939572:00130 14 EFTA00307681