June_29 , 2012 Avpro, Inc. do Kevin White 900 Bestgate Road, Suite 412 Annapolis, MD 21401 Re: Boeing Super 727-100, Serial Number 20115, Registration N908-IE ("Aircrafn The Scarborough Group Of Companies, Inc. dba/Scarborough Aviation, Inc. Dover, DE incorporated entities ("Purchase() hereby offers to purchase the above referenced Aircraft from JEGE Inc, ("Seller") subject to the following terms and conditions: 1. Purchase Price - Purchase price shal be US$ 3,500,000 payable at the time of delivery of the Aircraft. Less the Deposit. 2. Inspection - Purchaser shall have the right to conduct a visual inspection of the Aircraft and its records at a mutually agreeable location as soon as possible following the acceptance of this offer by Seller. If found acceptable, and provided a mutually agreeable Purchase and Sale Agreement has been executed by the parties, Purchaser shall have the right to conduct a pre-purchase inspection of the Aircraft which shal consist of a mutually agreeable scope (to be further defined in the Purchase and Sale Agreement) and a test flight to verify the condition of the Aircraft (the Inspection"). The Inspection shall take place at a mutually agreeable Boeing-authorized facility (the "Inspection Facility). Purchaser shall be responsible for the cost incurred by Seller to position the Aircraft to the Inspection Facility and for the cost of the Inspection. Seller shall be responsible for the cost of correction of all airworthiness discrepancies identified by the Inspection Facility during the Inspection required to make the Aircraft conform to the condition specified in paragraph 3 (the "Discrepancies"). 3. Condition - The Aircraft shall be delivered free and clear of all liens and encumbrances, in an airworthy condition, with a standard United States Airworthiness Certificate, with no known damage or material corrosion, with all systems functioning in accordance with the manufacturer's specifications, current on the manufacturer's recommended maintenance program, with all calendar and hourly inspections current through the date and hours at delivery, with all FAA Airworthiness Directives and manufacturer's Mandatory Service Bulletins complied with, with all log books, records, manuals, and loose equipment pertaining to the Aircraft and its operation and with all remaining manufacturer and vendor warranties transferable to Purchaser. 4. Delivery - The Aircraft shall be delivered at the Inspection Facility or another mutually agreeable location within five (15) business days following completion of the Inspection and correction of Discrepancies. d 6LZZ9iLi0£ 08dAte 146nommos (gime° 616 TELSOD 6Z:it ZTOZ/E2 /90 03AI303tl eticu ziezunr EFTA01088772 Offer to Purchase Boeing Super 727-100, Serial Number 20115 Page 2 5. Purchase and Sale Agreement- This offer and the obligations of Purchaser and Seller herein are not binding and are subject to execution of a mutually agreeable definitive Purchase and Sale Agreement by the parties within ten (10) business days of completion of the visual inspection by Purchaser. In the event no such Purchase and Sale Agreement is executed within such time frame, either party shall have the right to terminate this offer, unless mutually extended in writing, after which any deposit shall be immediately returned to Purchaser and neither party shall have any further obligation to the other. 6. Deposit - Within one (2) business days of Seller's acceptance of this offer, Purchaser shall place a refundable deposit in the amount of US$350,000 in escrow with Insured Aircraft Title Service in Oklahoma City, Oklahoma, pending execution of a mutually agreeable Purchase and Sale Agreement and governed thereafter by said agreement. This offer is valid through 5:00 pm eastern time on July 3 __, 2012 after which, if not accepted, it shall expire having no further force or effect. Sincerely. Agreed and accepted: The efi borough(y up Of Co panies : _George Sc‘borough, Sr A Q,Ar i Ca jn / By: Tide: _Chairman & CEO Date: June 29,2012 Title: JEGE Inc Date: £•d 6 IZZ8LL LOC OddAV qt3ncuoqieas slimes 6 IGIELSO tt, 6Z :IT Z TOZ /6Z /90 Q3AI30321 et+£' l l Zl se unr EFTA01088773