TIME SHARING AGREEMENT

THIS TIME SHARING AGREEMENT (the “Agreement”) is made and entered into effective as of the 25th day of July, 2012, by and between Altria Client Services Inc., with an address of 6601 West Broad Street; Richmond, VA 23230 (“Operator”) and Martin J. Barrington, with an address of 6601 West Broad Street; Richmond, VA 23230 (“User”).

WHEREAS, Operator owns the aircraft more particularly described on Exhibit A attached hereto (collectively, the “Aircraft”);

WHEREAS, Operator provides a certain flight allowance to User for User's personal use (the “Flight Allowance”);

WHEREAS, Operator employs a fully qualified flight crew to operate the Aircraft; and

WHEREAS, Operator desires to lease said Aircraft with flight crew to User and User desires to lease said Aircraft and flight crew from Operator on a time sharing basis pursuant to Section 91.501(b)(6) of the Federal Aviation Regulations (the “FARs”).

NOW THEREFORE, Operator and User declaring their intention to enter into and be bound by this Agreement, and for the good and valuable consideration set forth below, hereby covenant and agree as follows:

1.Operator agrees to lease the Aircraft to User pursuant to the provisions of FAR 91.501 (b)(6) and to provide a fully qualified flight crew for all operations on a non-continuous basis commencing on the first date set forth hereinabove and continuing unless and until terminated. Either party may terminate this Agreement by giving 30 days written notice to the other party.

2.If User exceeds his Flight Allowance, User shall pay Operator for each flight conducted under this Agreement the actual expenses of each specific flight, including the actual expense of any “deadhead” flights made for User, as authorized by FAR Part 91.501(d). The expenses authorized by FAR Part 91.501(d) include:

(a)    fuel, oil, lubricants and other additives;

(d)    insurance obtained for the specific flight;

(e)    landing fees, airport taxes and similar assessments;

(f)    customs, foreign permit and similar fees directly related to the flight;

(g)    in flight food and beverages;

(h)    passenger ground transportation; and

(i)    flight planning and weather contract services.

In addition, User shall pay Operator for each such flight and “deadhead” flight the costs of engine maintenance, aircraft cleaning, and, if applicable, any contracted (temporary) flight crew, which cost shall not exceed 100% of the expenses listed in subparagraph (a) of this paragraph, as authorized by FAR 91.501(d).

3.User agrees to pay any federal transportation excise tax (“FET”) or other taxes due on the fees set forth in paragraph 2 above. FET is currently imposed at a rate of 7.5% of the amount paid for taxable transportation, with an additional fee of $3.80 per passenger per segment. For certain international flights, the tax is instead imposed as a per passenger international facilities fee currently at the rate of $16.70 per passenger per arrival to or departure from the United States. In addition, there are special rules for flights to and from Alaska and Hawaii. The per passenger fees are periodically updated by the IRS. Operator shall include the appropriate FET amount on each invoice. Operator shall be responsible for collecting, reporting and remitting FET to the U.S. Internal Revenue Service.

4.Operator will pay all expenses related to the operation of the Aircraft when incurred. Operator will provide a monthly invoice to User for the fees described herein. User shall pay Operator for said expenses within 30 days of receipt of the invoice therefore. Notwithstanding the foregoing, Operator and User agree that the last invoice of the calendar year shall be issued no later than December 15 of each year and shall reflect both actual and estimated expenses, if any, related to the operation or anticipated operation of the Aircraft through the end of such year. User shall pay such invoice no later than December 31 of the applicable year. As soon thereafter as actual expenses are finalized, but in no event later than the March invoice for the following year, the parties shall reconcile any difference between the estimated invoice and the actual expenses. User shall pay any amounts outstanding or receive a reimbursement for any estimated charge in excess of the actual expense.

5.User will provide Operator with requests for flight time and proposed flight schedules as far in advance of any given flight as possible. Requests for flight time and proposed flight schedules shall be made in compliance with Operator's scheduling procedures. In addition to proposed schedules and flight times, User shall provide at least the following information for each proposed flight at some time prior to scheduled departure as required by Operator or Operator's flight crew:

6.Operator shall pay all expenses related to the ownership and operation of the Aircraft and shall employ, pay for and provide to User a qualified flight crew for each flight made under this Agreement.

7.Operator shall be solely responsible for securing maintenance, preventive maintenance and required or otherwise necessary inspections on the Aircraft, and shall take such requirements into account in scheduling the Aircraft. No period of maintenance, preventive maintenance or inspection shall be delayed or postponed for the purpose of scheduling the Aircraft, unless said maintenance or inspection can be safely conducted at a later time in compliance with all applicable laws and regulations, and within the sound discretion of the pilot in command.

8.In accordance with applicable FARs, the flight crew will exercise all of its duties and responsibilities in regard to the safety of each flight conducted hereunder. User specifically agrees that the pilot in command, in his sole discretion, may terminate any flight, refuse to commence any flight, or take other action which in the considered judgment of the pilot in command is necessitated by considerations of safety.

9.Operator will provide such additional insurance coverage as User shall request or require; provided, however, that the cost of such additional insurance may be borne by User as set forth in paragraph 2(d) hereof.

10.User warrants that:

11.Neither this Agreement nor either party's interest herein shall be assignable to any other party. Any purported assignment shall be null and void. This Agreement shall inure to the benefit of and be binding upon the parties hereto, their

heirs, representatives and successors.

12.No provision of this Agreement may be amended unless such amendment is agreed to in writing and signed by the parties.

13.Nothing herein shall be construed to create a partnership, joint venture, franchise, employer-employee relationship or to create any relationship of principal and agent.

14.This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its choice of law provisions.

15.TRUTH IN LEASING STATEMENT UNDER SECTION 91.23 OF THE FEDERAL AVIATION REGULATIONS (“FAR”).

IN WITNESS WHEREOF, the parties hereto have caused the signatures of their authorized representatives to be affixed below on the day and year first above written. The persons signing below warrant their authority to sign.