October 21, 2023

WILMINGTON TRUST COMPANY*

c/o Banc of America Leasing & Capital, LLC
One Financial Plaza, 2nd Floor
Providence, RI 02903
*not in its individual capacity, but solely as Owner
Trustee under Trust Agreement c/o Banc of
America Leasing & Capital, LLC

Landlocked Company LLC ("Purchaser"), whose address is 611 South DuPont Highway, Dover,
DE 19901 hereby offers to 2006 Bombardier, Inc. BD-700-1A10, Serial Number 9203, Registration
Number N401VP ("Aircraft"), from Wilmington Trust Company* ("Seller"), subject to the following
conditions:

1. Price. The total purchase price is Thirteen Million U.S. Dollars ($13,000,000) (the "Purchase Price").
Purchaser shall be responsible for and shall pay any and all related taxes due as a result of its purchase
of the Aircraft, including, without limitation, sales tax.

2. Deposit. Purchaser has placed a refundable deposit of Two Million U.S. Dollars ($2,000,000) (the
"Deposit") with AIC Title Service ("Escrow Agent"). Purchaser and Seller shall each pay half of Escrow
Agent's normal and customary fees.

3. Initial Inspection. Within five (5) business days of Seller's written acceptance of this purchase offer,
Purchaser shall (a) conduct an initial visual inspection of the Aircraft at Seller's homebase (KSTP) at
Purchaser's sole cost and prepaid expense, and (b) approve or decline the Aircraft in writing to Seller.
If Purchaser approves the Aircraft ("Initial Approval"), Purchaser and Seller shall execute a mutually-
agreed-to Aircraft Sales Agreement ("Agreement") within fourteen (14) business days of such approval
(or such mutually-agreed-to extension), with the first draft of the Agreement provided by Seller. Upon
execution of the Agreement, (c) the Deposit shall be held in escrow and considered non-refundable
subject to Delivery in accordance with the terms of the Agreement, and (d) Purchaser shall proceed with
its predelivery inspection of the Aircraft as outlined below. If the Aircraft is not approved or the
Agreement not completed, all as provided herein, this offer shall have no further force or effect and the
Deposit shall be refunded to Purchaser, less any and all amounts owing for Movement Expenses (as
defined below, including return to home base).

4. Technical Inspection. Purchaser's predelivery inspection of the Aircraft shall (a) be conducted at a other
mutually-agreed-to facility (the "Inspection Facility"), (b) include a mutually-agreed-to examination of
the Aircraft and its records, and an evaluation flight enroute to the Inspection Facility with Seller's pilots
in command of the Aircraft ("Inspection") with the workscope to be further defined in the Agreement,
(c) begin within five (5) business days of execution of the Agreement (or other mutually-agreed-to date),
and (d) be at Purchaser's prepaid expense. Out-of-pocket costs for fuel, hourly program and flight-
related fees, and crew's reasonable expenses and return airfare (collectively "Movement Expenses") for
the Inspection and all flights related to the transaction contemplated herein shall be at Purchaser's
prepaid expense.
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5. Technical Acceptance. Purchaser shall have a total of five (5) business days from completion of its
Inspection in which to (a) report the findings in writing to Seller, and (b) report whether there is evidence
of Material Corrosion beyond manufacturer’s in-operation tolerance, Material Damage ("Significant
Findings"). Absent any Significant Findings, (d) Purchaser shall proceed with its purchase of the
Aircraft as described herein and (e) all airworthiness discrepancies (if any) identified by the Inspection
Facility during the Inspection that must be corrected in order to return the Aircraft to service (the
"Discrepancies") shall be corrected at Seller's expense prior to Delivery of the Aircraft. If any
Significant Findings are found, Purchaser and Seller shall each have the option, in their sole and absolute
discretion, to cancel the Agreement, in which case the Deposit shall be promptly refunded to Purchaser,
less any and all amounts owing for Movement Expenses (including return to home base), and the
Agreement shall have no further force or effect.

For purpose of this Letter of Intent, “Material Corrosion” means corrosion, or history of corrosion,
outside of manufacturers’ in-service limits, as determined by the Inspection Facility that (A) cannot be
Material repaired, rectified or terminated on a non-recurring basis such that the Aircraft can be returned
to service without (i) a requirement of repetitive or recurring inspections which deviate from the
manufacturer’s recommended inspection program, and (ii) required modifications to the component life
limitations or (B) the repair of which constitutes a Material Damage. The Inspection Facility, or the
manufacturer of the structure or part in question, shall be the sole arbiter as to Material Corrosion.
“Material Damage” shall mean discrepancies or damage, the repair of which in either case would
constitute a "major repair" as such term is defined in Part 43, Appendix A, Paragraph (b) of the U.S.
Federal Aviation Regulations ("FARs") and/or would require the issuance of an FAA Form 337.

6. Delivery. Final payment and transfer of title in and to the Aircraft shall be at the Aircraft closing, which
shall be within five (5) business days of correction of Discrepancies (the "Delivery"). Prior to Delivery,
Seller shall send to Escrow Agent all documents necessary to convey to Purchaser free and clear title to
the Aircraft airframe and engines and Purchaser shall send to Escrow Agent the balance of the Purchase
Price and any other amounts due under the terms of the Agreement. Delivery shall be to a mutually-
agreed-to location at Purchaser's expense for all Movement Expenses to relocate the Aircraft to the
Delivery location.

7. Delivery Condition. The Aircraft is sold in "AS IS, WHERE IS" condition without any express or
implied warranties. The Aircraft shall be delivered equipped and in the condition as inspected and
accepted, with a United States Certificate of Airworthiness, and with all required maintenance and FAA
Airworthiness Directives completed provided such have a final terminating action date prior to the date
of Delivery, all as confirmed by Purchaser's Inspection of the Aircraft. RRCC, MSP, CAMP shall be
fully paid to date of Delivery.

8. Aircraft Records. The Aircraft shall be delivered with the airframe, engine, and accessory maintenance
logs, records and manuals; flight records and manuals (other than Seller’s confidential flight records);
weight and balance manuals; wiring diagrams; and any other records and manuals related to the
operation and maintenance of the Aircraft, that Seller has for the Aircraft.

9. Confidentiality. Each party shall use reasonable efforts to keep this offer and the transaction
contemplated hereby strictly confidential.

10. Other Terms. This offer is not intended to create legally binding obligations between the parties save
for the provisions dealing with the payment and refunding of the Deposit. It is the intention of the
parties to enter into a legally binding Agreement incorporating the terms of this offer and other terms
and conditions customary in the industry. Each party to this offer shall bear its own transaction costs
and expenses, including, without limitation, any brokers' commissions and/or attorneys' fees.
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11. No Use. From the commencement of Purchaser’s Technical Inspection, and until Delivery occurs or the
Agreement is terminated in accordance with its terms, the Aircraft shall not be flown or otherwise used
by Seller, Purchaser or any other person or party except for (i) the Inspection and any relocation or
evaluation flight required to complete the transaction contemplated by this Agreement, and (ii) any other
use or flight of the Aircraft mutually-agreed-to in writing by Purchaser and Seller.

This offer shall expire, and be of no effect, if not accepted by Monday, October 23, 2023.

Sincerely, AGREED AND ACCEPTED:

LANDLOCKED COMPANY, LLC BANC OF AMERICA LEASING & CAPITAL, LLC

(Purchaser) (Seller)
By: Everett Marsh By: John Prock
Title: CEO – Managing Member Title:Sr. VP, Global Corporate A/C Asset Mgr.

______________________________ ___________________________________
(Signature) (Signature)
Date: October _____, 2023
In Care Of: OGARAJETS LLC:
Telephone: 954-696-6802 Telephone: 404-229-4595
Email: landlockedcompany@gmail.comEmail: johnnyfoster@ogarajets.com