EFTA00299489.txt

"Seller agrees to sell, and Purchaser agrees to purchase, the Aircraft for a total purchase price of Two Million Two Hundred Thousand U.S. Dollars (US$"

"Seller desires to sell, transfer, and deliver to Purchaser... one used Sikorsky S-76C helicopter"

"The Deposit has been wire transferred to the general escrow account of Escrow Agent maintained at International Bank of Commerce"

"Seller's agent, Aircraft Services Group Inc."

"FREEDOM AIR INTERNATIONAL, INC., a Delaware corporation ("Seller"), is the owner of the full legal and beneficial title in and to that certain used Si"

"INSURED AIRCRAFT TITLE SERVICE, INC. By: Name: Joan Roberts Title: Vice President"

"Aircraft Purchase Agreement dated February , 2012... between Seller [Freedom Air International, Inc.] and GREENWICH AEROGROUP BRAZIL LEASING, INC."

"Purchaser shall deliver or cause to be delivered to Escrow Agent... The Purchase Price Balance, which Purchase Price Balance shall be wire transferred"

"Purchaser confirms that it has completed to its satisfaction an inspection of the Aircraft at the facility of Summit Aviation"

"Seller shall not be required to expend (including but not limited to in the payment of Summit Aviation from the Holdback... ) more than One Hundred Tw"

"If (A) the records of the FAA then reflect that Seller is the record owner of the airframe of the Aircraft"

"The closing of this transaction ("the Closing") and delivery of the Aircraft to Purchaser shall take place at Summit Aviation in Middletown, Delaware"

"INSURED AIRCRAFT TITLE SERVICE, INC., hereby acknowledges receipt of the Deposit in the amount of $100,000.00 USD"

"The fee of the Escrow Agent... shall be borne equally by Purchaser and Seller. Their respective portions of said fee shall be paid by them to the Escr"

"The fee of the Escrow Agent... shall be borne equally by Purchaser and Seller. Their respective portions of said fee shall be paid by them to the Escr"

"Seller has good and marketable title to the Aircraft"

"Seller will convey to Purchaser good and marketable title to the Aircraft"

"Seller agrees to pay up to the date of Closing the Maintenance Tracking by HeloTrac"

"This Agreement sets forth the entire understanding of the parties hereto"

"Darren K. Indyke, Darren K. Indyke, PLLC"

"John R. Copley Garofalo Goerlich Hainbach PC"

"Failure by Seller to deliver the Aircraft"

"By: Name: Title: ... (TITLE) of GREENWICH AEROGROUP BRAZIL LEASING, INC."

"Purchaser has placed a deposit of One Hundred Thousand U.S. Dollars (US$100,000.00) (the "Deposit") with Insured Aircraft Title Service, Inc... as esc"

"the Escrow Agent, as the Professional User Entity for each of Seller and Purchaser"

"the Escrow Agent, as the Professional User Entity for each of Seller and Purchaser"

"If to Seller: Freedom Air International, Inc. ... Attention: Darren K. Indyke"

"If to Purchaser: Greenwich Aerogroup Brazil Leasing Inc. ... with a copy to: John R. Copley"