BRISTOL ASSOCIAJES. SS 0 C IA TES. INC. VIA TELECOPY--- Wednesday, October 14, 2009 Bank of America Leasing CIO Mr. Joe Carfagna Leading Edge Aviation RE: Gulfstream V serial number Gentlemen: Hyperion Air Inc. (the "Purchaser") hereby tenders its offer to purchase (the "Aircraft") from Bank of America Leasing Inc., (the "Seller") under the following terms and conditions: 1. The purchase price shall be Nineteen Million, Seven Hundred and Fifty Thousand Dollars and No/100 ($19,750.000.00), payable by wire transfer of immediately available funds at time of delivery. 2. Within one (1) business day of receipt of written notice of Seller's execution of this letter, Purchaser shall wire transfer to an escrow account with Insured Aircraft Title Service, a Good Faith deposit (the "Deposit") of $500,000.00 pending satisfactory contracting and Purchasers initial and final inspection of the Aircraft. If either (i) the results of either of Purchaser's inspections are unsatisfactory to Purchaser, in its sole discretion or (ii) Purchaser and Seller are unable to reach agreement on the Definitive Purchase Contract, or (iii) Seller is unable to prove to Purchasers satisfaction that Seller holds good and merchantable title to the Aircraft, the $500,000.00 Deposit shall be refunded to Purchaser by Insured Aircraft Title Service. The Deposit shall become non- refundable only by the terms of the final contract. The Aircraft shall be removed from the marketplace upon execution of this letter by Seller. 3. Seller shall deliver the Aircraft to Purchaser free and clear of all liens, claims, taxes and encumbrances of every description whatsoever. Delivery shall occur at Wilmington, Delaware or such other place as the Parties agree at a mutually agreeable time and date, but in no event later than November 15, 2009. www.bristolassociores.com EFTA00588926