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EFTA00311105

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AIRCRAFT PURCHASE AGREEMENT THIS AIRCRAFT PURCHASE AGREEMENT (this "Agreement") is entered into as of April 24, 2012, by and between FREEDOM AIR INTERNATIONAL, INC., a Delaware corporation having an address at 103 Foulk Road, Suite 202, Wilmingston, DE 19803 ("Seller"), and Eagle Copters LTD., a Canadian corporation having an address at 823 McTavish Road NE, Calgary, Alberta, Canada T2E 7G9 ("Purchaser"). RECITATIONS: Subject to the terms and conditions set forth in this Agreement, Seller desires to sell, transfer, and deliver to Purchaser, and Purchaser desires to purchase, one used 1999 Bell 407 helicopter bearing Manufacturer's Serial No. 53375 and U.S. Registration No. N491GM, with one (1) Rolls Royce RR250-C47B engine bearing Manufacturer's Serial No. 847407, together with all avionics, equipment, systems, furnishings and accessories installed on, and contained in, said helicopter, all as is more particularly described in Exhibit A, and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, checklists, and all other records and paperwork relating to the above-described helicopter in Seller's possession (collectively, the "Aircraft"). 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 Eight Hundred Seventy Thousand U.S. Dollars ($1,870,000.00) (the "Purchase Price"), which shall be paid as follows: (a) Concurrently with the execution of this Agreement, Purchaser shall place a deposit of One Hundred Thousand U.S. Dollars (US$100,000.00) (the "Deposit") with Jetstream Escrow & Title Service, Inc., Oklahoma City, Oklahoma, as escrow agent (the "Escrow Agent"), which Deposit shall be held in escrow and disbursed at the Cl

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