LEASE AGREEMENT BETWEEN

CITY OF PENSACOLA
AND
AEROSE LLC

AMENDMENT NO. 2

THIS AMENDMENT NUMBER TWO TO THE LEASE AGREEMENT, (hereinafter referred to

as the "Lease Agreement" or "Agreement) made and entered into this _____day of_______, 2011
by and between the CITY OF PENSACOLA, a municipal corporation of the State Florida with
the address of 180 Governmental Center, Pensacola, Florida 32502 (hereinafter referred to as
"City") and AEROSE LLC, a Florida limited liability company authorized to do business in the
State of Florida with the address of 113 Baybridge Park, Gulf Breeze, Florida 32561 and federal
tax identification number of 20-1175425 (hereinafter referred to as "Operator").
WITNESSETH:

WHEREAS, City and Operator entered into a Agreement dated July 29, 2004, and
amended the Agreement May 8, 2008 whereby Operator was leased certain property at the
Pensacola International Airport, (hereinafter referred to as "Airport") to store and house aircraft
owned by Operator; and

WHEREAS, the parties desire to amend that Agreement upon the terms and conditions
hereinafter set forth whereby Operator would be classify as an Specialized Aviation Services
Operator permitted provide a series of services, sell fuel, and provide fueling services to noncommercial corporate aviation.

WHEREAS, as a result, City and Operator now find that it would be in the best interests
of the parties that this Amendment Number Two be approved as provided herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, it is agreed that the Agreement shall be amended as follows:

Lease Agreement Between City of Pensacola and Aerose LLC, dated July 29, 2004, as amended
by Amendment Number 1; dated May 8, 2008 is further amended as follows:

Article II - Grant of Use, as amended in Amendment Number 1, is deleted in its entirety and the
following substituted in lieu thereof:

The City hereby grants Operator (classified as a Specialized Aviations Services Operation
(SASO)), the exclusive right to the Leased Premises, and all of the improvements located thereon,
to conduct on a non-exclusive basis, aeronautical services for business jets and other private
aircraft (excluded from this definition are commercial service aircraft). The Operator must
provide at least three (3) of the following: fueling sales and fueling services, flight training,

aircraft maintenance, air charter or taxi services, aircraft sales, avionics maintenance,
aircraft storage, and other flight support services as authorized by the Airport Director. If
fueling sales and services are provided, the Operator must bundle it with at lease two other
authorized services.
As a SASOs undertaking fuel sales and fueling services, Operator shall be in compliance with
Section 5.7 A Fueling of the Minimum Standards; provided however, the Operator shall be
permitted to furnish, at its option, only that fuel type or grade necessary to accommodate its
customers aircraft and such fueling equipment and staffing as deemed necessary by the Operator.
If Operator elects to provide fueling sales and fueling services, it agrees to provide these services
on a twenty-four hours per day seven days per week basis.

The City further grants to Operator the rights of ingress and egress to and from the Leased
Premises over Airport common use roadways, subject to any rules and regulations which may
have been established or shall be established in the future by the City.

Operator shall not use, nor permit others to use, the Leased Premises, and any improvements
thereon, for any commercial or non-commercial purpose, other than the authorized purposes set
forth above, nor shall Operator use the Leased Premises to store any material not required for the
prosecution of the authorized purposes. Should the Operator wish to perform any additional
commercial aeronautical services from its leased premises, Operator shall make written
application to the City requesting permission to provide such additional services. The City shall
apply the criteria and standards embodied in the Minimum Standards for Commercial
Aeronautical Activity, as it exists at the time in determining whether to authorize Operator to

perform such services. If the City determines that the Operator is qualified to perform the
requested aeronautical services under the Minimum Standards for Commercial Aeronautical
Activity as it exists at the time, and if the Operator and City execute an addendum to the Lease
setting forth the terms and conditions by which Operator shall perform the additional aeronautical
services or activities, including any additional fees, then Operator shall be deemed authorized to
perform said additional services or activities.

Notwithstanding anything herein contained that may be, or appear to be, to the contrary, it is
expressly understood and agreed that the rights granted under this agreement are non-exclusive
and the City herein reserves the right to grant similar privileges to another Operator or other
Operators on other parts of the Airport.

Except as amended above, all other terms and condition of the Agreement shall remain in full
force and effect.`

IN WITNESS WHEREOF, the parties hereto have executed this Amendment Number Two to the
Lease Agreement on the date first above written.

The City of Pensacola, Florida

Aerose, LLC

By:_____________________________

By:_____________________________

Title:____________________________

Title: ____________________________

Date: ____________________________

Date: ____________________________