EFTA00022855

probate laws or by applicable federal, state, territorial and local laws of the United States of America and its territories and possessions. IN WITNESS WHEREOF, the parties to this Aircraft Purchase Agreement have caused it to be executed by their duly authorized representatives. SELLER: IlYPERION AIR, LLC By: Name: Darren K. Indyke Title: Authorized Representative PURCHASER: INDUSTRIAL INTEG SOLUTIONS, LLC By:_e -er Name: Rich Munkvold Title: ore2 11 EFTA00022855 CONSENT AND JOINDER: The undersigned, AIC Title Service, ("Escrow Aunt') does hereby consent to and join in the foregoing Agreement hereby agreeing to act as Escrow Agent in accordance with the provisions of the Agreement applicable to Escrow Agent in exchange for an escrow fee of One thousand eight U.S. Dollars (US 5 1,800.00 ). 'Naked Escrow Agent confirms that the Deposit is being held and at all times shall continue to be held in escrow exclusively with respect to the sale of the Aircraft by Seller to Purchaser as contemplated by this Agreement and for no other transaction, person. entity, or purpose. including, without limitation, any planned or subsequent sale of the Aircraft by Purchaser. Escrow Agent further confirms that any funds constituting the Deposit or the Purchase Price have been or will be deposited with Escrow Agent from Purchaser's account or, if such funds originate from an account other than in the name of Purchaser, such funds have been or will be unconditionally and irrevocably assigned by the depositor for use as the Deposit or the Purchase Price. as applicable, solely in connection with this Agreement. Escrow Agent's agreement to serve as the "Escrow Agent" is conditioned on the following limitation. Notwithstanding the provisions contained in Section 12(j) this Agreement or any provision contained in any other agreement between Purchaser and Seller, the competent courts of the State of Oklahoma or the United States District Court for the Western District of Oklahoma shall have exclusive jurisdiction to hear all disputes against Escrow Agent and no other courts shall have any jurisdiction whatsoever in respect of such disputes against Escrow Agent. Should a dispute arise between Purchaser and Seller relating to any funds or other items which are in the possession of Escrow Agent, Escrow Agent shall be entitled to interplead any funds or other items in its possession with the competent courts of the State of Oklahoma or the United States nistrict Court for the Western District of Oklahoma. The foregoing shall not affect the governing law and jurisdiction provisions contained in Section I 2(j) to the extent that any dispute is between only Purchaser and Seller and does not involve Escrow Agent in any manner. Escrow Agent: AIC Title Service. LLC By: Name: Title: Melissa Kobola Escrow agent 12 EFTA00022856 EXHIBIT A TO AIRCRAFT PURCHASE AGREEMENT BY AND BETWEEN HYPERION AIR, LLC AND INDUSTRIAL INTEGRITY SOLUTIONS, LLC SPECIFICATIONS 2008 KEYSTONE (SIKORSKY) S-76C-H- HELICOPTER Manufacturer's Serial No. 760750 U.S. Registration No. N722JE (See Attached) 3 EFTA00022857 EXHIBIT A AIRCRAFT SPECIFICATIONS Total Time: 2,586.2 Landings: 5,357 Engines: (2) Turbomeca Arriel 2s2 Engines Engine Times: 2,586.2 / 2,586.2 Engine Cycles: 3,755 / 3.782 Stunning New Custom Refurbishment By Eric Roth's INTERNATIONAL JET INTERIORS - 2019 ADSFI-Out Compliant XM Satellite Radio Enhanced Cabin Soundproofing Keith Electric Air-Conditioning System Iridium Phone System Emergency Flotation System LED Wash Lighting Enrolled On Sikorsky Power Assurance Program Interior — New 2019 Vip Interior - Executive Eight Passenger Interior Features Dual Four Person Divans. A Fold-Down Center Armrest In The Aft Divan Features A Slide-Out Drawer With XM Radio Remote. Bose Headset Jacks In Each Seat Location Allows For Intercom, As Well As XM Radio Entertainment, For All Passengers. Led Wash Lighting Illuminated Cabin Entry Steps Iridium Phone Handset (4) 110v Ac Outlets Overhead Led Reading Lights And Gasper Vents Cabin Controllers In Headliner Elegant Wood Veneer Side Ledges (4) 12v Dc Outlets (Cigarette Outlets) Exterior — Stunning Custom Phantom Grey Avionics: I loneywell Primus 11 Avionics Suite Air Data Computer: Dual Air Data Computers Attitude Heading Reference System: Dual I.itef LCR-92s AHRS Automatic Direction Finder: Single Collins ADF-462 ADF Receiver Cockpit Voice Recorder: Universal CVR--120 Communications: Dual Collins VHF-22a VHF Radios Distance Measuring Equipment: Dual Collins Dme-42 DME Transceivers Electronic Flight Instrumentation System: Honeywell Ed-800 EFIS System Emergency Locator Transmitter: Artex C406-N ELT With Nav Interface Flight Control System / Autopilot: Dual Honeywell FZ-706 Flight Control Computers Flight Management System: Universal Uns-lfw Global Positioning System: Universal Uns-lfw WAAS/LPV Multi-Function Display: Garmin Gmx-200 Moving Map And Graphical Weather Display Navigation: Dual Collins Vir-32 Vhf Navigation System Radio Altimeter: Single Collins Alt-55a Radio Altimeter System Radio Management Unit: Dual Collins Rtu-4200 Radio Control Heads Traffic Collision Avoidance System: Bendix King Tpu-66a TCAS 1 Processor Transponder: Dual Collins Tdr-94d Transponders With Ads-B Out Version 2 Terrain Awareness And Warning System: Honeywell Mark XXII EGPWS Standby Indicator: Aerosonic Standby Airspeed And Altitude Indicators Stonnscope: Honeywell Lp-850 Lightning Detection System 14 EFTA00022858 Weather Radar: Honeywell Primus Wu-880 Weather Radar XM Graphical Weather: Garmin Gdl-69 XM Weather Receiver Communications - Iridium Phone System Passenger Addressing System Entertainment - XM Satellite Radio Additional Features Dual Retractable Steps Pulse Light System Halogen Search Light Led Recognition Lights Emergency Flotation System Dual Crew Flashlights Manual Rotor Brake System Maintenance & Inspections Sikorsky Power Assurance Program Phone Handset In Cabin Bose Headset Jacks For Each Seat Location Nose Landing Gear Doors Led Landing Lights Upper / Lower Led Anti-Collision Lights Keith Electric Air-Conditioned Cockpit And Cabin First Aid Kit Heated Windshields / Windshield Wiper System Tinted Cabin Windows Maintenance Tracking By Sikorsky lieloTrac Inspection Status 36 Month C/W June 2019, Fresh Annual Jan 2021 5 EFTA00022859 EXHIBIT A-1 TO AIRCRAFT PURCHASE AGREEMENT BY AND BETWEEN HYPERION AIR, LLC AND INDUSTRIAL INTEGRITY SOLUTIONS, LLC Purchaser will purchase the Aircraft in its as-is, where-is condition and subject to the following matters, for which Seller shall have no responsibility and which Purchaser agrees do not cause the Aircraft to violate the Delivery Condition provided for in Section 2 (a) of the Aircraft Purchase Agreement: 1 - Paint tailboom, remove old tail number, and install Decal N Number This also includes cleaning minor corrosion by lower antennas. 2 - CoPilots EFTS tube needs to be exchanged. 3 - re/wire passenger headsets to communicate with Pilots. (Previous owner: Aetna Insurance did not want Pilots to hear Passenger conversation for some reason). 4 - clean up current minor inspections and 60 day future Maintenance. 16 EFTA00022860 EXHIBIT B TO AIRCRAFT PURCHASE AGREEMENT BY AND BETWEEN HYPERION AIR, LLC AND INDUSTRIAL INTEGRITY SOLUTIONS, LLC SCOPE OF PRE-PURCHASE INSPECTION 2008 KEYSTONE (SIKORSKY) S-76C++ HELICOPTER Manufacturer's Serial No. 760750 U.S. Registration No. N722JE (See Attached) 17 EFTA00022861 EXHIBIT C TO AIRCRAFT PURCHASE AGREEMENT BY AND BETWEEN HYPERION AIR, LLC AND INDUSTRIAL INTEGRITY SOLUTIONS, LLC CERTIFICATE OF TECHNICAL ACCEPTANCE 2008 KEYSTONE (SIKORSKY) S-76C++ HELICOPTER Manufacturer's Serial No. 760750 U.S. Registration No. N722JE (See Attached) 18 EFTA00022862 EXHIBIT C TO AIRCRAFT PURCHASE AGREEMENT BY AND BETWEEN HYPEWON AIR, LLC AND INDUSTRIAL INTEGRITY SOLUTIONS, LLC Certificate of Technical Acceptance 2008 KEYSTONE (SIKORSKY) S-76C-H- HELICOPTER Manufacturer's Serial No. 760750 U.S. Registration No. N722JE Reference is made to the provisions of Sections 30) and (h) of the Aircraft Purchase Agreement dated April , 2021 (the "Agreement") by and between I IYPERION AIR, LI,C, a U.S. Virgin Islands limited liability company ("Seller"), and INDUSTRIAL INTEGRITY SOLUTIONS, LLC, a New Mexico limited liability company, a ("Purchaser"), relating to the purchase and sale of one used 2008 Keystone (Sikorsky) model S-76C-I— helicopter, bearing manufacturer's serial number 760750, and currently registered with the United States Federal Aviation Administration (the "FAA") as N722JE, together with said aircraft's two (2) Turbomeca S.A. model Arriel 2S2 engines bearing Manufacturer's Serial Nos. 42285TE and 42286TEC, and with all avionics, equipment systems, furnishings and accessories installed on, contained in or attached to said aircraft and engines, all as is more particularly described on Exhibit A, and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, and all other records and paperwork relating to the above-described aircraft and engines in Seller's possession (collectively, the "Aircraft"). Capitalized terms used but not otherwise defined in this Certificate shall have the meanings ascribed to such terms in the Agreement. This is to Certify as follows: Unconditional Acceptance: Purchaser hereby certifies that Purchaser has completed its Pit-Purchase Inspection of the Aircraft in accordance with the provisions of the Agreement on the date written below, and Purchaser has Technically Accepted the Aircraft in its "as is", "where-is" and "with all faults" condition. The Deposit has become non-refundable and may be disbursed only as and when provided in the Agreement. This confirmation constitutes Purchaser's Unconditional Acceptance as provided in Sections 3(f) and (h) of the Agreement; Dated: INDUSTRIAL INTEGRITY SOLUTIONS, LI.0 By: Name: Title: EXHIBIT D 19 EFTA00022863 TO AIRCRAFT PURCHASE AGREEMENT BY AND BETWEEN HYPERION AIR, LLC AND INDUSTRIAL INTEGRITY SOLUTIONS, LLC TERMINATION NOTICE 2008 KEYSTONE (SIKORSKY) S-76C++ HELICOPTER Manufacturer's Serial No. 760750 U.S. Registration No. N722JE Reference is made to the provisions of Sections 3(f) and (g) of the Aircraft Purchase Agreement dated April , 2021 (the "Agreement") by and between HYPERION AIR, LLC, a U.S. Virgin Islands limited liability company ("Seller"), and INDUSTRIAL INTEGRITY SOLUTIONS, LLC, a New Mexico limited liability company ("Purchaser"), relating to the purchase and sale of one used 2008 Keystone (Sikorsky) model S-76C++ helicopter, bearing manufacturer's serial number 760750, and currently registered with the United States Federal Aviation Administration (the "FAA") as N722JE. together with said aircraft's two (2) Turbomeca S.A. model Arriel 2S2 engines bearing Manufacturer's Serial Nos. 42285TE and 42286TEC, and with all avionics, equipment systems, furnishings and accessories installed on, contained in or attached to said aircraft and engines, all as is more particularly described on Exhibit A, and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, and all other records and paperwork relating to the above-described aircraft and engines in Seller's possession (collectively, the "Aircraft"). Capitalized terms used but not otherwise defined in this Certificate shall have the meanings ascribed to such terms in the Agreement. Purchaser hereby confirms that Purchaser has completed its Pre-Purchase Inspection of the Aircraft in accordance with the provisions of the Agreement on the date written below, and Purchaser has rejected the Aircraft. This shall constitute Purchaser's Termination Notice in accordance with Sections 3(f) and (g) of the Agreement. The Escrow Agent is directed to return the Deposit to Purchaser, whereupon all further obligations of Seller and Purchaser pursuant to the Agreement shall cease, except those relating to expenses and confidentiality as provided in Sections 12(n) and (o) of the Agreement. Dated: [NAME OF PURCHASER] By • Name: Title: EXHIBIT E TO 20 EFTA00022864 AIRCRAFT PURCHASE AGREEMENT BY AND BETWEEN HYPERION AIR, LLC AND INDUSTRIAL INTEGRITY SOLUTIONS, LLC WARRANTY BILL OF SALE 2008 KEYSTONE (SIKORSKY) S-76C++ HELICOPTER Manufacturer's Serial No. 760750 U.S. Registration No. N722JE (See Attached) 21 EFTA00022865 WARRANTY BILL OF SALE Pursuant to that certain Aircraft Purchase Agreement, dated April , 2021 (the "Agreement"), by and between HYPERION AIR, LLC, a U.S. Virgin Islands limited liability company ("Seller"), and INDUSTRIAL INTEGRITY SOLUTIONS, LLC, a New Mexico limited liability company ("Purchaser"), for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Seller, and being the owner of the full legal and beneficial title in and to that certain used 2008 Keystone (Sikorsky) model S-76C+4 helicopter, bearing manufacturer's serial number 760750, and currently registered with the United States Federal Aviation Administration (the "FAA") as N722JE, together with said aircraft's two (2) Turbomeca S.A. model Arriel 2S2 engines bearing Manufacturer's Serial Nos. 42285TE and 42286TEC, and with all avionics, equipment systems, furnishings and accessories installed on, contained in or attached to said aircraft and engines, all as is more particularly described on Exhibit A, and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, and all other records and paperwork relating to the above-described aircraft and engines in Seller's possession (collectively, the "Aircraft"). Seller does hereby grant, bargain, sell, convey, transfer and deliver unto Purchaser, its successors and assigns, all of Seller's right, title and interest in and to the Aircraft. Seller hereby warrants to Purchaser, its successors and assigns, that Seller is the lawful full legal, record and beneficial owner of 100% of the Aircraft and that there is hereby conveyed to Purchaser good and marketable title to the Aircraft, free and clear of any and all leases, liens, claims, encumbrances and rights of third parties whatsoever, and Seller will warrant and defend such title forever, at the sole expense of Seller, against all claims and demands whatsoever. EXCEPT FOR THE WARRANTIES SET FORTH IN THE IMMEDIATELY PRECEDING PARAGRAPH (THE "EXPRESS WARRANTIES"), THE AIRCRAFT AND EACH PART THEREOF IS BEING SOLD TO PIJRCHASER HEREUNDER IN ITS "AS IS, WHERE IS" CONDITION AND "WITH ALL FAULTS" EFFECTIVE AT THE CLOSING. EXCEPT FOR THE EXPRESS WARRANTIES, NEITHER SELLER NOR ITS AGENTS, REPRESENTATIVES OR EMPLOYEES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WHATSOEVER TO PIJRCHASER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES, THERE IS (I) NO WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES AS TO THE AIRWORTHINESS OR PHYSICAL CONDITION OF THE AIRCRAFT, (II) NO IMPLIED WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE AIRCRAFT, (III) NO IMPLIED WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, AND (IV) NO WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES AGAINST PATENT INFRINGEMENT OR THE LIKE. [Signature on following page] 22 EFTA00022866 IN WITNESS WHEREOF, Seller has caused this Warranty Bill of Sale to be executed by its duly authorized representative, this day of April, 2021. I IYPERION AIR, LLC By: Name: Title: Date: 23 EFTA00022867 EXHIBIT F TO AIRCRAFT PURCHASE AGREEMENT BY AND BETWEEN HYPERION AIR, LLC AND INDUSTRIAL INTEGRITY SOLUTIONS, LLC DELIVERY RECEIPT 2008 KEYSTONE (SIKORSKY) S-76C++ HELICOPTER Manufacturer's Serial No. 760750 U.S. Registration No. N722JE (See Attached) 24 EFTA00022868 DELIVERY RECEIPT 2008 KEYSTONE (SIKORSKY) S-76C++ HELICOPTER Manufacturer's Serial No. 760750 U.S. Registration No. N722JE Pursuant to provisions of that certain Aircraft Purchase Agreement dated April , 2021 (the "Agreement") by and between HYPERION AIR, LLC, a U.S. Virgin Islands limited liability company ("Seller"), and INDUSTRIAL INTEGRITY SOLUTIONS, LLC, a New Mexico limited liability company ("Purchaser"), Purchaser hereby acknowledges the delivery and acceptance of one used 2008 Keystone (Sikorsky) model S-76C++ helicopter, bearing manufacturer's serial number 760750, and currently registered with the United States Federal Aviation Administration (the "FAA") as N722JE, together with said aircraft's two (2) Turbomeca S.A. model Arriel 2S2 engines bearing Manufacturer's Serial Nos. 42285TE and 42286TEC, and with all avionics, equipment systems, furnishings and accessories installed on, contained in or attached to said aircraft and engines, all as is more particularly described on Exhibit A, and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, and all other records and paperwork relating to the above-described aircraft and engines in Seller's possession (collectively, the "Aircraft"). Purchaser accepts the Aircraft at p.m., on , 2021 in an "As Is, Where Is" condition and "With all Faults" at Florida and subject to the waivers and disclaimers set forth in the Agreement. TOTAL TIME ON AIRFRAME AT DELIVERY: hours TOTAL TIME ON ENGINES AT DELIVERY: Engine No. 1 (MSN 42285TEC): hours/cycles Engine No. 2 (MSN 42286TEC): hours/cycles TOTAL LANDINGS AT DELIVERY: INDUSTRIAL INTEGRITY SOLUTIONS, LLC By: Name: Title: Date: 25 EFTA00022869 STATE OF ) ss: COUNTY OF The foregoing instrument was acknowledged before me this day of 2021 by ,as the of ,a on behalf of said NOTARY PUBLIC, STATE OF 26 EFTA00022870 probate laws or by applicable federal, state, territorial and local laws of the United States of America and its territories and possessions. IN WITNESS WHEREOF, the parties to this Aircraft Purchase Agreement have caused it to be executed by their duly authorized representatives. SELLER: HYPERION AIR, LLC By: 4...4.A.LITIK. Name: Darren K. Indyke Title: Authorized Representative PURCHASER: INDUSTRIAL INTEGRITY SOLUTIONS, LLC By: Name: Rich Munkvold Title: C45"-0 11 EFTA00022871 AIRCRAFT PURCHASE AGREEMENT THIS AIRCRAFT PURCHASE AGREEMENT (this "Agreement") is entered into as of April /,‘ 2021, by and between HYPERION AIR, LLC, a U.S. Virgin Islands limited liability company, whose address is 9053 Estate Thomas, Suite 101, St. Thomas, U.S. Virgin Islands ("Seller") and I , nd Ime ri Sol t oomm l i gii m S iLls i i ..CaNwliSiliability company, whose address is i o ustri limi • ("Purchaser"). RECITATIONS: Subject to the terms and conditions set forth in this Agreement, Seller desires to sell, transfer, and deliver to Purchaser, and Purchaser desires to purchase from Seller, one used 2008 Keystone (Sikorsky) model S-76C++ helicopter, bearing manufacturer's serial number 760750, and currently registered with the United States Federal Aviation Administration (the "FAA") as N722JE, together with said aircraft's two (2) Turbomeca S.A. model Arriel 2S2 engines bearing Manufacturer's Serial Nos. 42285TE and 42286TEC, and with all avionics, equipment systems, furnishings and accessories installed on, contained in or attached to said aircraft and engines, all as is more particularly described on Exhibit A, and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, and all other records and paperwork relating to the above-described aircraft and engines in Seller's possession (collectively, the "Aircraft"). NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and other good and valuable consideration, the parties hereto agree as follows: 1. Purchase Price; Payment. Seller agrees to sell, and Purchaser agrees to purchase, the Aircraft for a total purchase price of One Million Eight Hundred Thousand U.S. Dollars (US $1,800,000) (the 'Purchase Price"), which shall be paid by Purchaser to Seller as follows: (a) Purchaser shall wire transfer a deposit in the amount of One Hundred Thousand U.S. Dollars (US $100,000.00) (the "Deposit") to AIC Title Service, LLC, Oklahoma City, Oklahoma, as escrow agent (the "Escrow Agent"), which Deposit shall be held in escrow and disbursed at the Closing (as hereinafter defined and described) pursuant to the conditions and requirements set forth in this Agreement; and (b) The balance of the Purchase Price in the amount of One Million Seven Hundred Thousand U.S. Dollars (US$1,700,000) (the "Purchase Price Balance") shall be paid at the Closing, said Purchase Price Balance to be wire transferred (as and when provided in Section 4(c) hereof) prior to the Closing into the Special Escrow Account (as defined below) of the Escrow Agent for its disbursement to Seller at the Closing upon the satisfaction of the conditions and requirements set forth in this Agreement. 1.1 Establishment of Special Escrow Account. The Deposit has been wire transferred to the general escrow account of the Escrow Agent maintained at JP Morgan Chase Bank N.A., 100 N. Broadway Avenue, Suite 401, Oklahoma City, OK 73102. Upon the execution of this Agreement, the Escrow Agent shall promptly cause the Deposit to be transferred to, and maintained in, a special escrow account at said Bank created and maintained solely and exclusively for the 1 EFTA00022872 purpose of this transaction (the "Special Escrow Account"); and the Escrow Agent shall thereupon provide Seller and Purchaser with the number of the Special Escrow Account and any other information pertinent thereto. The Deposit shall be held in escrow by the Escrow Agent in the Special Escrow Account, and shall be refundable to Purchaser unless the same becomes nonrefundable in accordance with the express provisions of this Agreement. The Escrow Agent shall not place or hold any funds in the Special Escrow Account except for the funds received in connection with this transaction (namely, the Deposit and the Purchase Price Balance). 2. Condition of the Aircraft. (a) At the time of Seller's delivery to Purchaser of the Aircraft at the Closing, the Aircraft will be delivered to Purchaser: (a) with good and marketable title, free and clear of all liens and encumbrances, (b) with complete and continuous log books and maintenance records, (c) in an airworthy condition, subject, however, to the matters listed on Exhibit A-1, with a valid FAA standard airworthiness certificate, (d) subject to the matters listed on Exhibit A-1, with all airworthiness systems functioning in normal working order in accordance with the manufacturer's Operations Manual, (e) in compliance with the mandatory portions of all FAA airworthiness directives and mandatory service bulletins that have been issued with respect to the Aircraft with due dates on or prior to closing, (0 with all applicable remaining manufacturer's and/or vendor's warranties duly assigned by Seller to Purchaser, provided that such warranties are assignable and that any cost of assignment shall be borne solely by Purchaser, and (h) current, as of closing, on the manufacturer's recommended inspection and maintenance programs with all hourly, cycle and calendar inspections required under such program complied with without deferral. The Aircraft shall be deemed to be in "Delivery Condition" if it complies with the foregoing requirements. 3. Pre-Purchase Inspection. (a) Purchaser, or its agent, shall have a right to perform a pre-purchase inspection of the Aircraft in accordance with this Section 3 (the "Pre-Purchase Inspection") at the Banyan FB0 facility located at the Fort Lauderdale Executive Airport KFXE (the "Inspection Facility"). The Aircraft and its technical records have already been positioned at the Inspection Facility and are currently available for the Pre-Purchase Inspection as soon as Purchaser makes arrangements for the Pre-Purchase Inspection. (b) The Pre-Purchase Inspection will be performed on behalf of Purchaser and at Purchaser's sole cost and expense in order to determine whether or not the Aircraft conforms to the Delivery Condition as provided in Section 2 of this Agreement. (c) Purchaser shall cause the Pre-Purchase Inspection to be commenced at the Inspection Facility as soon as is reasonably practicable after the parties execute this Agreement, but in any event by no later than five (5) days after such execution (d) The scope and duration of the Pre-Purchase Inspection shall be as provided on Exhibit B hereto, incorporated by this reference as if fully provided herein. (e) During the Pre-Purchase Inspection, Purchaser shall be entitled, to conduct an initial flight test of no more than sixty (60) minutes in duration to be flown by the Seller's pilots with 2 EFTA00022873 up to three (3) representatives of Purchaser accompanying the flight. All procedures to be adopted during such flight test shall be those that are reasonably requested by the Purchaser and agreed to by Seller prior to the commencement of such flight test or, if arising out of a condition or circumstance occurring during said flight test, those that may be reasonably requested by the Purchaser and agreed to by Seller during said flight test, subject, however, at all times to the discretion of the chief pilot who shall have absolute operational discretion and control over the Aircraft. (f) Purchaser shall, in its sole discretion, accept or reject the Aircraft by not later than five (5) business days following the completion of the Pre-Purchase Inspection and the issuance of a written inspection report from the Purchaser's agent (the "Inspection Report"), copies of which shall be made available to the Seller. Any difference, discrepancy or defect in the Aircraft from any of the Delivery Condition requirements in Section 2 hereof that cause the Aircraft not to be in airworthy condition is referred to in this Agreement as a "Discrepancy". The Inspection Report shall note thereon each Discrepancy, if any, found during the Pre-Purchase Inspection (including, without limitation, during the test flight) and include written estimates of the costs to repair each Discrepancy so noted. At Purchaser's discretion, Purchaser shall accept the Aircraft in its "as-is", "where-is" and "with all faults" condition ("Unconditional Acceptance"), or reject the Aircraft ("Rejection"). Purchaser's Unconditional Acceptance of the Aircraft shall be evidenced by Purchaser's issuance to Seller, with a copy to the Escrow Agent, of a Certificate of Technical Acceptance in the form of Exhibt C attached hereto (the "Certificate of Technical Acceptance"). If there are one or more Discrepancies which cause Purchaser in its discretion to issue a Rejection, then, within such three (3) business day period, Purchaser shall deliver to Seller, with a copy to the Escrow Agent, written notice of Purchaser's termination of this Agreement in the form of Exhibit D hereof (a "Termination Notice"). (g) If Purchaser timely issues a Termination Notice in accordance with Section 3(f), the Escrow Agent shall refund the Deposit to Purchaser, whereupon all further obligations of Seller and Purchaser pursuant to this Agreement shall cease, except those relating to expenses and confidentiality as provided in Sections 12(n) and (o) hereof. (h) If Purchaser issues a Certificate of Technical Acceptance indicating Purchaser's Unconditional Acceptance of the Aircraft, Purchaser shall wire transfer the Purchase Price Balance to Escrow Agent as provided in Section 1 hereof, and the parties shall proceed with Closing as hereinafter provided. 4. Closing and Delivery. (a) The closing of this transaction ("the Closing") and delivery of the Aircraft to Purchaser shall take place at Fort Lauderdale Executive Airport KFXE, Florida ("the Closing Place") by not later than the Closing Date (as hereinafter defined), unless the parties subsequently agree upon a later date in writing, in which case such agreed upon date shall be deemed the "Closing Date". The Closing shall take place three (3) business days after: (i) Purchaser's delivery of the Certificate of Technical Acceptance indicating Purchaser's Unconditional Acceptance of the Aircraft in accordance with Sections 3(f) and (h) hereof; and (iv) confirmation from the Escrow Agent that the Escrow Agent has received the Purchase Price Balance from Purchaser and all Escrow Documents (as defined below), but in no event shall the Closing take place later than April 20, 2021 (the "Closing Date"). Seller and Purchaser hereby acknowledge that the passing of title, possession and delivery of the 3 EFTA00022874 Aircraft shall take place within the state in which the Closing Place is located. The fuel costs and the expenses of Seller's flight crew in flying the Aircraft from the Inspection Facility to the Closing Place shall be the sole responsibility of and paid for by Purchaser. (b) At least 5 days prior to Closing Escrow Agent shall search FAA records and verify aircraft title is free and clear of all recorded liens, claims and encumbrances. (c) Prior to the Closing, the following deliveries shall be made to the Escrow Agent by the responsible party indicated: (i) At least two (2) days prior to the Closing Date, Seller shall deliver the following to Escrow Agent: (A) A Warranty Bill of Sale in the form attached hereto as Exhibit E transferring title to the Aircraft to Purchaser duly executed by an authorized representative or the manager of Seller, with his or her title shown, but undated (the "Warranty Bill of Sale"); and (B) An FAA Form Bill of Sale AC 8050-2 in proper form for recordation at the FAA Civil Aircraft Registry to transfer title to the Aircraft to Purchaser duly executed by an authorized representative or the manager of Seller, with his or her title shown, but undated ("FAA Bill of Sale"). (ii) Purchaser shall: (A) On or before the Closing Date but prior to Closing, wire transfer the Purchase Price Balance into the Special Escrow Account of the Escrow Agent; and (B) At least two (2) days prior to the Closing Date, deliver to the Escrow Agent an Application for Aircraft Registration (AC Form 8050-1) for the Aircraft duly executed by an authorized representative or the manager of Purchaser, but undated (the "Application for Registration"). The documents described in subparagraphs (i) and (ii) of this Section 4(b) are hereinafter referred to collectively as the "Escrow Documents". (d) Prior to the Closing Date, each of Seller, Purchaser and the Escrow Agent shall notify each of the others in writing (either by correspondence, fax or e-mail) of the name or names and telephone number of each representative of the respective parties which is to participate in the conference call to be conducted in connection with the Closing (hereinafter the "Closing Conference Call"). The Closing Conference Call shall be originated by Purchaser on the Closing Date on or about 10:00 a.m., U.S. Central Daylight Time, so as to complete the Closing, including the filing of the Escrow Documents with the FAA Registry in Oklahoma City, Oklahoma, prior to the closing of that office on the Closing Date. 4 EFTA00022875 (e) At the Closing, and after the representatives of each of Seller, Purchaser and the Escrow Agent have announced their respective attendance on the Closing Conference Call, then the following shall occur: (i) If (A) the records of the FAA then reflect that Seller is the record owner of the airframe of the Aircraft and that said airframe and the two (2) engines of the Aircraft are free and clear of all recorded liens, claims and encumbrances, and (B) the Escrow Agent has not otherwise received notice of any other lien, claim or encumbrance asserted by any third party with respect to the Aircraft, then the Escrow Agent shall so advise the participants on the Closing Conference Call and then, but only then, the Escrow Agent shall immediately wire the Purchase Price to Seller in accordance with wire transfer instructions which shall be provided to the Escrow Agent by Seller prior to the Closing Date, and simultaneously file with the FAA Registry for recordation, the FAA Bill of Sale, the Application for Registration and any other necessary Escrow Documents and, upon such filings being accomplished, shall then notify each of the participants on the Closing Conference Call of the time of filing of each such Escrow Documents. If the records of the FAA reflect there to be any lien on the Aircraft or Engines, this purchase agreement will be terminated, and the Escrow Agent shall refund the Deposit to Purchaser, whereupon all further obligations of Seller and Purchaser pursuant to this Agreement shall cease, except those relating to expenses and confidentiality as provided in Sections 12(n) and (o) hereof. (ii) Immediately following the above, the following shall occur at the Closing Place: (A) Seller's representative shall deliver possession of the Aircraft to Purchaser; and (B) Purchaser shall execute and deliver to Seller a Delivery Receipt in the form attached hereto as Exhibit F. (f) Following completion of the Closing as prescribed above, the Escrow Agent shall mail the Warranty Bill of Sale to the address specified by Purchaser. (g) If all of the conditions and requirements specified in this Section 4 are not satisfied on or before the Closing Date (or such later date as Seller and Purchaser may agree upon in writing and provide to the Escrow Agent), then subject to the provisions of Section 9 hereof, with which the Escrow Agent shall comply, the Escrow Agent shall do the following: (i) the Escrow Agent shall retain the Escrow Documents and the Purchase Price in escrow until Seller and Purchaser furnish the Escrow Agent with a written agreement which gives the Escrow Agent instructions for payment of said funds and release of the Escrow Documents, or, if the Escrow Agent is not furnished with such a written agreement, the Escrow Agent shall retain the Purchase Price and the Escrow Documents in escrow until the Escrow Agent is ordered to pay said 5 EFTA00022876 funds and release the Escrow Documents in accordance with the final order of a court of competent jurisdiction. 5. Fee of Escrow Agent. The fee of the Escrow Agent (which fee also includes any out-of-pocket expenses incurred by the Escrow Agent) for performing its duties specified herein shall be paid by each of Purchaser and Seller in equal portions. Their respective portions of said fee shall be paid by them to the Escrow Agent as and when required by the Escrow Agent. In addition to its duties specified above, the duties of the Escrow Agent shall also include delivering a written preliminary title and lien report with respect to the Aircraft, and also a written post-closing title and lien report with respect to the same to each of Purchaser and Seller. 6. Taxes. Purchaser shall be responsible for and shall pay, or reimburse Seller for, any and all sales, excise, gross receipts, use, personal property, transfer or similar taxes, assessments or duties including interest or penalties imposed thereon and any costs incurred in defense of the nonpayment thereof, including reasonable attorney's fees and expenses, arising out of, or incurred in connection with, the sale and delivery of the Aircraft to Purchaser or the use, ownership, possession, maintenance or operation of the Aircraft after the Closing, but specifically excluding any income, capital gains or other similar taxes based on the income of Seller or personal property or other similar taxes assessed or based upon Seller's ownership or use of the Aircraft prior to the Closing (which shall be Seller's responsibility). Each party hereto will be responsible for researching its own tax position in relation to the transactions contemplated hereby, and neither shall be deemed to have relied on any advice provided by the other party or such party's advisors and tax professionals. The provisions of this Section 6 shall survive Closing. The Parties have agreed that the Closing Place will be at Fort Lauderdale Executive Airport KFXE, Florida. Purchaser will provide Seller with completed Form GT-500002 to qualify for the fly-away sales tax exemption in the state of Florida and will fully comply with all requirements of Florida's fly-away sales tax exemption. Provided that Purchaser delivers this notarized form to Seller and fully complies with such requirements, Purchaser will not be required to pay any sales taxes resulting from this transaction. 7. (a) Seller's Representations and Warranties. Seller hereby represents and warrants to Purchaser the following: (i) Seller has good and marketable title to the Aircraft and on the Closing Date Seller will convey to Purchaser good and marketable title to the Aircraft free and clear of any and all leases, liens, claims, rights to purchase and encumbrances of any kind or nature. (ii) Seller is a limited liability company duly organized, validly existing, and in good standing under the laws of the United States Virgin Islands. Seller has full corporate power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder, and to consummate the transaction contemplated thereby. The execution, delivery and performance by Seller of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Seller. (iii) No broker, finder or investment banker will be entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller; provided, however, that Equus Global Aviation has been engaged by Seller as a broker for the Aircraft pursuant to a separate 6 EFTA00022877 agreement between Seller and said broker which governs the terms and conditions upon which any compensation may be due from Seller to said broker upon the sale of the Aircraft, and Purchaser shall not be responsible for any such compensation pursuant to such agreement. (a) Purchaser's Representations and Warranties. Purchaser hereby represents and warrants to Seller the following: (i) Purchaser is a limited liability company duly organized, validly existing, and in good standing under the laws of New Mexico. Purchaser has full corporate power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder, and to consummate the transaction contemplated thereby. The execution, delivery and performance by Purchaser of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Purchaser. (ii) No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Purchaser. 8. LIMITATION OF WARRANTIES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY SET FORTH IN SECTION 7 HEREOF OR IN THE WARRANTY BILL OF SALE (THE "EXPRESS CONTRACT WARRANTIES"), THE AIRCRAFT AND EACH PART THEREOF IS BEING SOLD TO PURCHASER HEREUNDER IN ITS "AS IS, WHERE IS" CONDITION AND "WITH ALL FAULTS" EFFECTIVE AT THE CLOSING. EXCEPT FOR THE EXPRESS CONTRACT WARRANTIES, NEITHER SELLER NOR ITS AGENTS, REPRESENTATIVES OR EMPLOYEES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WHATSOEVER TO PURCHASER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES, THERE IS (I) NO WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES AS TO THE AIRWORTHINESS OR PHYSICAL CONDITION OF THE AIRCRAFT; (II) NO IMPLIED WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE AIRCRAFT; (III) NO IMPLIED WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; AND (IV) NO WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES AGAINST PATENT INFRINGEMENT OR THE LIKE. IN NO EVENT SHALL EITHER PARTY HERETO BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND. 9. Purchaser's Breach and Remedies. (a) Failure by Purchaser to pay the Purchase Price at Closing in accordance with this Agreement, to deliver any Closing documents required by this Agreement, or any other failure or refusal by Purchaser to perform any of its obligations under this Agreement, or any material misrepresentation by Purchaser pursuant to this Agreement, shall, upon the actual or offered performance by Seller of all its obligations, and the failure by Purchaser to cure such failure within seven (7) days after Seller gives Purchaser notice of such failure, constitute a breach of this Agreement 7 EFTA00022878 by Purchaser. Except as otherwise provided, the parties hereto expressly agree that in the event of such breach as a result of which the Closing does not take place, the Deposit shall be forfeited by Purchaser, and the Deposit shall be distributed by the Escrow Agent to Seller as liquidated damages and as its sole and exclusive remedy, all other remedies in such event, including but not limited to incidental and consequential damages, being hereby waived by Seller. The limitation of Seller's remedies as set forth in this Section 9(a) shall not be construed to limit or otherwise adversely affect Seller's post-closing remedies should the Closing occur, for breach of any express warranties by Purchaser set forth in this Agreement or the breach of any post-closing obligations of Purchaser set forth in this Agreement. (b) If either party hereto commences a legal proceeding to enforce any of the provisions of this Agreement, the prevailing party in such action shall also have the right to recover reasonable attorneys' fees and costs from the other party to be fixed by the court in that same legal proceeding, notwithstanding any limiting provisions contained in Section 9(a) above. 10. Seller's Indemnification Regarding Title. Seller hereby agrees to defend, indemnify, and hold harmless Purchaser, its members, managers, officers, employees, agents, representatives, successors, and assigns, from and against any and all losses, liabilities, expenses, charges, fees, claims, causes of action, damages, obligation, judgments, and other costs, including but not limited to, reasonable attorneys' fees, arising out of or resulting Purchaser having to defend against a challenge by any third party to Purchaser's interest in the Aircraft. 11. Performance. Force Maieure and Risk of Loss. Notwithstanding anything to the contrary, the following shall apply: (a) In the event that the Aircraft is destroyed or damaged prior to the Closing Date, this Agreement may be terminated in its entirety by either party without liability to the other party, except that the Purchase Price and the Application for Registration, if already delivered to the Escrow Agent, shall be promptly returned to Purchaser, and the FAA Bill of Sale and the Warranty Bill of Sale, if already delivered to the Escrow Agent, shall be promptly returned to Seller. (b) Neither Seller nor Purchaser shall be responsible for any delay beyond the Closing Date due to any cause beyond its control, including but not limited to the following causes: civil wars, insurrections, strikes, riots, fires, floods, explosions, earthquakes, any act of government or governmental priorities, allocations, regulation, orders affecting materials, act of God, act of the public enemy, failure of transportation, epidemics, or labor trouble causing slowdown or interruption of work. (c) Exclusive care, custody and control of the Aircraft and all risks of loss, damage or destruction to the Aircraft from any cause whatsoever, including but without limiting the generality of the foregoing, risks of damage to or loss or destruction of the Aircraft and liability to third parties for property damages, personal injury or death, shall pass to and be assumed by Purchaser upon the filing of the FAA Bill of Sale with the FAA and delivery of the Aircraft to Purchaser in accordance with the provisions of this Agreement. Upon delivery of the Aircraft to Purchaser hereunder, Seller disclaims and shall be fully relieved of, and Purchaser shall assume and, effective as of the completion of the Closing, hereby assumes, all responsibility in connection with, the Aircraft and all risks incident to ownership, maintenance, repair, use and modification thereof. Upon such delivery, Purchaser hereby indemnifies and holds harmless Seller, its managers, members, employees and agents from 8 EFTA00022879 and against any and all liability arising out of the care, custody, use and/or control of the Aircraft at all times from and after such delivery. The provisions of this Section 11(c) shall survive the Closing. 12. Other Matters. (a) Each party hereto agrees to execute and deliver such additional documents and take such further actions as may be reasonably requested by the other party hereto to fully effectuate and carry out the purposes of this Agreement. (b) Except as expressly provided herein, the provisions of this Agreement which by their terms are to be performed and observed after the Closing, and the several representations, warranties and agreements of the parties herein contained, shall survive the Closing. (c) This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements, arrangements and understandings relating to the subject matter hereof. No representation, promise, inducement or statement of intention has been made by either party which is not embodied in this Agreement, and neither party shall be bound by, or be liable for, any alleged representation, promise, inducement, or statement of intention not embodied herein. (d) This Agreement may be executed in one or more counterparts, and all such counterparts shall constitute one and the same instrument. (e) No modification or amendment of this Agreement shall be binding unless it is in writing and signed by each of the parties hereto. (0 All notices required or permitted hereunder shall be in writing and, except as may otherwise be provided herein, shall be deemed to be given when delivered personally, or within three (3) business days after mailing, if mailed by registered or certified mail, return receipt requested, postage prepaid, or on the date of transmission, if sent by facsimile or e-mail (and written confirmation of transmission is provided), addressed to the other party for whom it is intended at the address, facsimile number, or email address set forth below, or to such other address as hereafter may be designated in writing by either party hereto to the other party hereto: If to Seller: HYPERION AIR, LLC cl In Fax: Email: If to Purchaser: S, LLC 9 EFTA00022880 Email: (g) Any signatures on this Agreement may be transmitted via facsimile or e-mail (in pdf format), which signatures shall be deemed originals for all purposes if transmitted in accordance with Section 12(t) above. (h) Neither any failure nor any delay on the part of either party hereto in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial waiver or exercise of any right hereunder preclude any other future single or partial waiver or exercise of any right hereunder. No waiver hereof shall be effective unless it is writing signed by the party hereto to be charged with the same and then it shall only be effective as to the specific matter and in the specific instance stated in such writing. (i) The descriptive headings of the several sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. (j) This Agreement shall be construed and enforced in accordance with the laws of the U.S. Virgin Islands, excluding its conflicts of laws rules, and, to the extent applicable, the laws of the United States of America. (k) If any clause, provision or section of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable for any reason whatsoever, such invalidity or unenforceability shall not in itself affect the remaining clauses, provisions and sections hereof, so long as the rights or obligations of the parties hereto shall not be materially and adversely affected thereby. (1) All payments provided for in this Agreement are to be made in United States Dollars. (m) Purchaser and Seller (for purposes of this clause, the "Indemnifying Party") each agree to indemnify and hold the other harmless in respect of any claims for brokerage fees, finders fees, agent's commissions or other similar payments or forms of compensation which may be made against the other party as a result of any contracts, understandings, arrangements, agreements or other actions of the Indemnifying Party in connection with the purchase or sale of the Aircraft. (n) Except as otherwise expressly provided in this Agreement, each of Seller and Purchaser shall bear its own costs and expenses (including, but not limited to, the fees of its legal and tax advisors), incurred in the drafting and the negotiation of this Agreement and in connection with the Closing. (o) Each of the parties hereto agree that the terms and provisions of this Agreement, including, but not limited to, the fact that discussions and negotiations have been conducted by the parties hereto, shall be deemed to be strictly confidential and shall not be disclosed to any third parties other than the parties respective employees, attorneys, accountants, tax advisors or other representatives for the purposes of effectuating the purchase and sale of the Aircraft contemplated by this Agreement, and except as may be required in connection with any aapllicable 10 EFTA00022881 By:_e -er Name: Rich Munkvold Title: &Iv probate laws or by applicable federal, state, territorial and local laws of the United States of America and its territories and possessions. IN WITNESS WHEREOF, the parties to this Aircraft Purchase Agreement have caused it to be executed by their duly authorized representatives. SELLER: HYPERION AIR, LLC By: Name: Darren K. Indyke Title: Authorized Representative PURCHASER: INDUSTRIAL INTEL SOLUTIONS, _.....c LLC 11 EFTA00022882 CONSENT AND JOINDER: The undersigned, AIC Title Service, LLC, ("Escrow Agent") does hereby consent to and join in the foregoing Agreement hereby agreeing to act as Escrow Agent in accordance with the provisions of the Agreement applicable to Escrow Agent in exchange for an escrow fee of U.S. Dollars (US S ). Escrow Agent confirms that the Deposit is being held and at all times shall continue to be held in escrow exclusively with respect to the sale of the Aircraft by Seller to Purchaser as contemplated by this Agreement and for no other transaction, person, entity, or purpose, including, without limitation, any planned or subsequent sale of the Aircraft by Purchaser. Escrow Agent further confirms that any funds constituting the Deposit or the Purchase Price have been or will be deposited with Escrow Agent from Purchaser's account or, if such funds originate from an account other than in the name of Purchaser, such funds have been or will be unconditionally and irrevocably assigned by the depositor for use as the Deposit or the Purchase Price, as applicable, solely in connection with this Agreement. Escrow Agent's agreement to serve as the "Escrow Agent" is conditioned on the following limitation. Notwithstanding the provisions contained in Section I2(j) this Agreement or any provision contained in any other agreement between Purchaser and Seller, the competent courts of the State of Oklahoma or the United States District Court for the Western District of Oklahoma shall have exclusive jurisdiction to hear all disputes against Escrow Agent and no other courts shall have any jurisdiction whatsoever in respect of such disputes against Escrow Agent. Should a dispute arise between Purchaser and Seller relating to any funds or other items which are in the possession of Escrow Agent, Escrow Agent shall be entitled to interplead any funds or other items in its pocqnsion with the competent courts of the State of Oklahoma or the United States District Court for the Western District of Oklahoma. The foregoing shall not affect the governing law and jurisdiction provisions contained in Section I2(j) to the extent that any dispute is between only Purchaser and Seller and does not involve Escrow Agent in any manner. Escrow Agent: AIC Title Service, LLC By: Name: Title: 12 EFTA00022883 EXHIBIT A TO AIRCRAFT PURCHASE AGREEMENT BY AND BETWEEN HYPERION AIR, LLC AND INDUSTRIAL INTEGRITY SOLUTIONS, LLC SPECIFICATIONS 2008 KEYSTONE (SIKORSKY) S-76C4-i- HELICOPTER Manufacturer's Serial No. 760750 U.S. Registration No. N722JE (Sec Attached) 3 EFTA00022884 EXHIBIT A AIRCRAFT SPECIFICATIONS Total Time: 2,586.2 Landings: 5,357 Engines: (2) Turbomeca Arriel 2s2 Engines Engine Times: 2,586.2 / 2,586.2 Engine Cycles: 3,755 / 3,782 Stunning New Custom Refurbishment By Eric Roth's INTERNATIONAL JET INTERIORS - 2019 ADSB-Out Compliant XM Satellite Radio Enhanced Cabin Soundproofing Keith Electric Air-Conditioning System Iridium Phone System Emergency Flotation System LED Wash Lighting Enrolled On Sikorsky Power Assurance Program Interior — New 2019 Vip Interior - Executive Eight Passenger Interior Features Dual Four Person Divans. A Fold-Down Center Armrest In The Aft Divan Features A Slide-Out Drawer With XM Radio Remote. Bose Headset Jacks In Each Seat Location Allows For Intercom, As Well As XM Radio Entertainment, For All Passengers. Led Wash Lighting Illuminated Cabin Entry Steps Iridium Phone Handset (4) 110v Ac Outlets Overhead Led Reading Lights And Gasper Vents Cabin Controllers In Headliner Elegant Wood Veneer Side Ledges (4) 12v Dc Outlets (Cigarette Outlets) Exterior — Stunning Custom Phantom Grey Avionics: Honeywell Primus II Avionics Suite Air Data Computer: Dual Air Data Computers Attitude Heading Reference System: Dual Litef LCR-92s AFIRS Automatic Direction Finder: Single Collins ADF-462 ADF Receiver Cockpit Voice Recorder: Universal CVR--120 Communications: Dual Collins VHF-22a VHF Radios Distance Measuring Equipment: Dual Collins Dme-42 DME Transceivers Electronic Flight Instrumentation System: Honeywell Ed-800 EFIS System Emergency Locator Transmitter: Artex C406-N ELT With Nav Interface Flight Control System / Autopilot: Dual Honeywell FZ-706 Flight Control Computers Flight Management System: Universal Uns-1 fw Global Positioning System: Universal Uns-lfw WAAS/LPV Multi-Function Display: Garmin Gmx-200 Moving Map And Graphical Weather Display Navigation: Dual Collins Vir-32 Vhf Navigation System Radio Altimeter: Single Collins Alt-55a Radio Altimeter System Radio Management Unit: Dual Collins Rtu-4200 Radio Control Heads Traffic Collision Avoidance System: Bendix King Tpu-66a TCAS 1 Processor Transponder: Dual Collins Tdr-94d Transponders With Ads-B Out Version 2 Terrain Awareness And Warning System: Honeywell Mark XXII EGPWS Standby Indicator: Aerosonic Standby Airspeed And Altitude Indicators Stormscope: Honeywell Lp-850 Lightning Detection System 14 EFTA00022885 Weather Radar: Honeywell Primus Wu-880 Weather Radar XM Graphical Weather: Garmin Gdl-69 XM Weather Receiver Communications - Iridium Phone System Passenger Addressing System Entertainment - XM Satellite Radio Additional Features Dual Retractable Steps Pulse Light System Halogen Search Light Led Recognition Lights Emergency Flotation System Dual Crew Flashlights Manual Rotor Brake System Maintenance & Inspections Sikorsky Power Assurance Program Phone Handset In Cabin Bose Headset Jacks For Each Seat Location Nose Landing Gear Doors Led Landing Lights Upper / Lower Led Anti-Collision Lights Keith Electric Air-Conditioned Cockpit And Cabin First Aid Kit Heated Windshields / Windshield Wiper System Tinted Cabin Windows Maintenance Tracking By Sikorsky HeloTrac Inspection Status 36 Month C/W June 2019, Fresh Annual Jan 2021 15 EFTA00022886 EXHIBIT A-1 TO AIRCRAFT PURCHASE AGREEMENT BY AND BETWEEN HYPERION AIR, LLC AND INDUSTRIAL INTEGRITY SOLUTIONS, LLC Purchaser will purchase the Aircraft in its as-is, where-is condition and subject to the following matters, for which Seller shall have no responsibility and which Purchaser agrees do not cause the Aircraft to violate the Delivery Condition provided for in Section 2 (a) of the Aircraft Purchase Agreement: 1 - Paint tailboom, remove old tail number, and install Decal N Number This also includes cleaning minor corrosion by lower antennas. 2 - CoPilots EFIS tube needs to be exchanged. 3 - re/wire passenger headsets to communicate with Pilots. (Previous owner Aetna Insurance did not want Pilots to hear Passenger conversation for some reason). 4 - clean up current minor inspections and 60 day future Maintenance. 6 EFTA00022887 EXHIBIT B TO AIRCRAFT PURCHASE AGREEMENT BY AND BETWEEN HYPERION AIR, LLC AND INDUSTRIAL INTEGRITY SOLUTIONS, LLC SCOPE OF PRE-PURCHASE INSPECTION 2008 KEYSTONE (SIKORSKY) S-76C-I-I- HELICOPTER Manufacturer's Serial No. 760750 U.S. Registration No. N722JE (See Attached) 17 EFTA00022888 EXHIBIT C TO AIRCRAFT PURCHASE AGREEMENT BY AND BETWEEN HYPERION AIR, LLC AND INDUSTRIAL INTEGRITY SOLUTIONS, LLC CERTIFICATE OF TECHNICAL ACCEPTANCE 2008 KEYSTONE (SIKORSKY) S-76C++ HELICOPTER Manufacturer's Serial No. 760750 U.S. Registration No. N722JE (See Attached) 18 EFTA00022889 EXHIBIT C TO AIRCRAFT PURCHASE AGREEMENT BY AND BETWEEN HYPERION AIR, LLC AND INDUSTRIAL INTEGRITY SOLUTIONS, LLC Certificate of Technical Acceptance 2008 KEYSTONE (SIKORSKY) S-76C++ HELICOPTER Manufacturer's Serial No. 760750 U.S. Registration No. N722JE Reference is made to the provisions of Sections 3(f) and (h) of the Aircraft Purchase Agreement dated April , 2021 (the "Agreement") by and between HYPERION AIR, LLC, a U.S. Virgin Islands limited liability company ("Seller"), and INDUSTRIAL INTEGRITY SOLUTIONS, LLC, a New Mexico limited liability company, a ("Purchaser"), relating to the purchase and sale of one used 2008 Keystone (Sikorsky) model S-76O1+ helicopter, bearing manufacturer's serial number 760750, and currently registered with the United States Federal Aviation Administration (the "FAA") as N722JE, together with said aircraft's two (2) Turbomeca S.A. model Arriel 2S2 engines bearing Manufacturer's Serial Nos. 42285TE and 42286TEC, and with all avionics, equipment systems, furnishings and accessories installed on, contained in or attached to said aircraft and engines, all as is more particularly described on Exhibit A, and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, and all other records and paperwork relating to the above-described aircraft and engines in Seller's possession (collectively, the "Aircraft"). Capitalized terms used but not otherwise defined in this Certificate shall have the meanings ascribed to such terms in the Agreement. This is to Certify as follows: Unconditional Acceptance: Purchaser hereby certifies that Purchaser has completed its Pre-Purchase Inspection of the Aircraft in accordance with the provisions of the Agreement on the date written below, and Purchaser has Technically Accepted the Aircraft in its "as is", "where-is" and "with all faults" condition. The Deposit has become non-refundable and may be disbursed only as and when provided in the Agreement. This confirmation constitutes Purchaser's Unconditional Acceptance as provided in Sections 3(f) and (h) of the Agreement; Dated: INDUSTRIAL INTEGRITY SOLUTIONS, LLC By: Name: Title: EXHIBIT D 19 EFTA00022890 TO AIRCRAFT PURCHASE AGREEMENT BY AND BETWEEN HYPERION AIR, LLC AND INDUSTRIAL INTEGRITY SOLUTIONS, LLC TERMINATION NOTICE 2008 KEYSTONE (SIKORSKY) S-76C++ HELICOPTER Manufacturer's Serial No. 760750 U.S. Registration No. N722JE Reference is made to the provisions of Sections 3(f) and (g) of the Aircraft Purchase Agreement dated April -, 2021 (the "Agreement") by and between HYPERION AIR, LLC, a U.S. Virgin Islands limited liability company ("Seller"), and INDUSTRIAL INTEGRITY SOLUTIONS, LLC, a New Mexico limited liability company ("Purchaser"), relating to the purchase and sale of one used 2008 Keystone (Sikorsky) model S-76C++ helicopter, bearing manufacturer's serial number 760750, and currently registered with the United States Federal Aviation Administration (the "FAA") as N722JE, together with said aircraft's two (2) Turbomeca S.A. model Arriel 2S2 engines bearing Manufacturer's Serial Nos. 42285TE and 42286TEC, and with all avionics, equipment systems, furnishings and accessories installed on, contained in or attached to said aircraft and engines, all as is more particularly described on Exhibit A, and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, and all other records and paperwork relating to the above-described aircraft and engines in Seller's possession (collectively, the "Aircraft"). Capitalized tams used but not otherwise defined in this Certificate shall have the meanings ascribed to such terms in the Agreement. Purchaser hereby confirms that Purchaser has completed its Pre-Purchase Inspection of the Aircraft in accordance with the provisions of the Agreement on the date written below, and Purchaser has rejected the Aiitaaft. This shall constitute Purchaser's Termination Notice in accordance with Sections 3(f) and (g) of the Agreement. The Escrow Agent is directed to return the Deposit to Purchaser, whereupon all further obligations of Seller and Purchaser pursuant to the Agreement shall cease, except those relating to expenses and confidentiality as provided in Sections 12(n) and (o) of the Agreement. Dated: [NAME OF PURCHASER] By: Name: Title: EXHIBIT E TO 2 0 EFTA00022891 AIRCRAFT PURCHASE AGREEMENT BY AND BETWEEN HYPERION AIR, LLC AND INDUSTRIAL INTEGRITY SOLUTIONS, LLC WARRANTY BILL OF SALE 2008 KEYSTONE (SIKORSKY) S-76C-H- HELICOPTER Manufacturer's Serial No. 760750 U.S. Registration No. N722JE (See Attached) 21 EFTA00022892 WARRANTY BILL OF SALE Pursuant to that certain Aircraft Purchase Agreement, dated April ___, 2021 (the "Agreement"), by and between HYPERION AIR, LLC, a U.S. Virgin Islands limited liability company ("Seller"), and INDUSTRIAL INTEGRITY SOLUTIONS, LLC, a New Mexico limited liability company ("Purchaser"), for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Seller, and being the owner of the full legal and beneficial title in and to that certain used 2008 Keystone (Sikorsky) model S-76C++ helicopter, bearing manufacturer's serial number 760750, and currently registered with the United States Federal Aviation Administration (the "FAA") as N722JE, together with said aircraft's two (2) Turbomeca S.A. model Arriel 2S2 engines bearing Manufacturer's Serial Nos. 42285TE and 42286TEC, and with all avionics, equipment systems, furnishings and accessories installed on, contained in or attached to said aircraft and engines, all as is more particularly described on Exhibit A, and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, and all other records and paperwork relating to the above-described aircraft and engines in Seller's possession (collectively, the "Aircraft"), Seller does hereby grant, bargain, sell, convey, transfer and deliver unto Purchaser, its successors and assigns, all of Seller's right, title and interest in and to the Aircraft. Seller hereby warrants to Purchaser, its successors and assigns, that Seller is the lawful full legal, record and beneficial owner of 100% of the Aircraft and that there is hereby conveyed to Purchaser good and marketable title to the Aircraft, free and clear of any and all leases, liens, claims, encumbrances and rights of third parties whatsoever, and Seller will warrant and defend such title forever, at the sole expense of Seller, against all claims and demands whatsoever. EXCEPT FOR THE WARRANTIES SET FORTH IN THE IMMEDIATELY PRECEDING PARAGRAPH (THE "EXPRESS WARRANTIES"), THE AIRCRAFT AND EACH PART THEREOF IS BEING SOLD TO PURCHASER HEREUNDER IN ITS "AS IS, WHERE IS" CONDITION AND "WITH ALL FAULTS" EFFECTIVE AT THE CLOSING. EXCEPT FOR THE EXPRESS WARRANTIES, NEITHER SELLER NOR ITS AGENTS, REPRESENTATIVES OR EMPLOYEES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WHATSOEVER TO PURCHASER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES, THERE IS (I) NO WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES AS TO THE AIRWORTHINESS OR PHYSICAL CONDITION OF THE AIRCRAFT, (II) NO IMPLIED WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE AIRCRAFT, (III) NO IMPLIED WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, AND (IV) NO WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES AGAINST PATENT INFRINGEMENT OR THE LIKE. [Signature on following page] 22 EFTA00022893 IN WITNESS WHEREOF, Seller has caused this Warranty Bill of Sale to be executed by its duly authorized representative, this day of April, 2021. HYPERION AIR, LLC By: Name: Title: Date: 2 3 EFTA00022894 EXHIBIT F TO AIRCRAFT PURCHASE AGREEMENT BY AND BETWEEN HYPERION AIR, LLC AND INDUSTRIAL INTEGRITY SOLUTIONS, LLC DELIVERY RECEIPT 2008 KEYSTONE (SIKORSKY) S-76C-H- HELICOPTER Manufacturer's Serial No. 760750 U.S. Registration No. N722JE (Sec Attached) 24 EFTA00022895 DELIVERY RECEIPT 2008 KEYSTONE (SIKORSKY) S-76C++ HELICOPTER Manufacturer's Serial No. 760750 U.S. Registration No. N722JE Pursuant to provisions of that certain Aircraft Purchase Agreement dated April_, 2021 (the "Agreement") by and between HYPERION AIR, LLC, a U.S. Virgin Islands limited liability company ("Seller"), and INDUSTRIAL INTEGRITY SOLUTIONS, LLC, a New Mexico limited liability company ("Purchaser"), Purchaser hereby acknowledges the delivery and acceptance of one used 2008 Keystone (Sikorsky) model S-76C++ helicopter, bearing manufacturer's serial number 760750, and currently registered with the United States Federal Aviation Administration (the "FAA") as N722JE, together with said aircraft's two (2) Turbomeca S.A. model Arriel 2S2 engines bearing Manufacturer's Serial Nos. 42285TE and 42286TEC, and with all avionics, equipment systems, fiunishings and accessories installed on, contained in or attached to said aircraft and engines, all as is more particularly described on Exhibit A, and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, and all other records and paperwork relating to the above-described aircraft and engines in Seller's possession (collectively, the "Aircraft"). Purchaser accepts the Aircraft at p.m., on 2021 in an "As Is, Where Is" condition and "With all Faults" at Florida and subject to the waivers and disclaimers set forth in the Agreement. TOTAL TIME ON AIRFRAME AT DELIVERY: hours TOTAL TIME ON ENGINES AT DELIVERY: Engine No. I (MSN 42285TEC): hours/cycles Engine No. 2 (MSN 42286TEC): hours/cycles TOTAL LANDINGS AT DELIVERY: INDUSTRIAL INTEGRITY SOLUTIONS, LLC By: Name: Title: Date: 25 EFTA00022896 STATE OF ) ) ss: COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2021 by ,as the of ,a on behalf of said NOTARY PUBLIC, STATE OF 26 EFTA00022897 EXHIBIT C TO AIRCRAFT PURCHASE AGREEMENT BY AND BETWEEN HYPERION AIR, LW AND INDUSTRIAL INTEGRITY SOLUTIONS, LLC Certificate of Technical Acceptance 2008 KEYSTONE (SIKORSKY) S-76C++ HELICOPTER Manufacturer's Serial No. 760750 U.S. Registration No. N722.11 Reference is made to the provisions of Sections 3(f) and (h) of the Aircraft Purchase Agreement dated April 14, 2021 (the "Agreement") by and between HYPERION AIR, LLC, a U.S. Virgin Islands limited liability company ("Seller"), and INDUSTRIAL INTEGRITY SOLUTIONS, LLC, a New Mexico limited liability company ("Purchaser"), relating to the purchase and sale of one used 2008 Keystone (Sikorsky) model S-76C++ helicopter, bearing manufacturer's serial number 760750, and currently registered with the United States Federal Aviation Administration (the "FAA') as N722.1E, together with said aircraft's two (2) Turbomeca S.A. model Arriel 2S2 engines bearing Manufacturer's Serial Nos. 42285TE and 42286TEC, and with all avionics, equipment systems, furnishings and accessories installed on, contained in or attached to said aircraft and engines, all as is more particularly described on Exhibit A, and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, and all other records and paperwork relating to the above-described aircraft and engines in Seller's possession (collectively, the "Aircraft"). Capitalized terms used but not otherwise defined in this Certificate shall have the meanings ascribed to such terms in the Agreement. This is to Certify as follows: Unconditional Acceptance: Purchaser hereby certifies that Purchaser has completed its Pre-Purchase Inspection of the Aircraft in accordance with the provisions of the Agreement on the date written below, and Purchaser has Technically Accepted the Aircraft in its "as is", "where-is" and "with all faults" condition. The Deposit has become non-refundable and may be disbursed only as and when provided in the Agreement. This confirmation constitutes Purchaser's Unconditional Acceptance as provided in Sections 3(f) and (h) of the Agreement; Dated: INDUSTRIAL INTEGR LUTIONS, LLC Name: lama filmacon.a Title: Coro 19 EFTA00022898 FIRST AMENDMENT TO AIRCRAFT PURCHASE AGREEMENT This FIRST AMENDMENT TO AIRCRAFT PURCHASE AGREEMENT (this "Amendment") is made and entered into as of the 201h day of April, 2021 (the "Effective Date"), by and between Hyperion Air, LLC ("Seller") and Industrial Integrity Solutions, LLC ("Purchaser"), and amends that certain Aircraft Purchase Agreeement by and between Seller and Purchaser entered into as of April 16, 2021 (the "Agreeement") governing the purchase and the sale of that certain 2008 Keystone Helicopter (Sikorsky) model S-76C++ aircraft, bearing manufacturer's serial number 760750. and currently registered with the United States Federal Aviation Administration as N722JE (the "Aircraft"). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to those terms in the Agreement. WHEREAS, Section 4(a) of the Agreement provides in relevant part that ". . .in no event shall the Closing take place later than April 20, 2021 (the "Closing Date")"; WHEREAS, the Parties desire to extend the April 20, 2021 Closing deadline provided for in Section 4(a) until May 7. 2021, so that May 7, 2021 is the absolute latest date by which Purchaser must close under the Agreement; NOW, THEREFORE, in consideration of these premises and the mutual covenants and agreements herein contained, the parties agree as follows: 1. Section 4(a) of the Agreement is hereby amended in its entirety to read as follows: (a) The closing of this transaction ("the Closing") and delivery of the Aircraft to Purchaser shall take place at Fort Lauderdale Executive Airport KFXE, Florida ("the Closing Place") by not later than the Closing Date (as hereinafter defined), unless the parties subsequently agree upon a later date in writing, in which case such agreed upon date shall be deemed the "Closing Date". The Closing shall take place promptly after: (i) Purchaser's delivery of the Certificate of Technical Acceptance indicating Purchaser's Unconditional Acceptance of the Aircraft in accordance with Sections 3(f) and (h) hereof; and (2) confirmation from the Escrow Agent that the Escrow Agent has received the Purchase Price Balance from Purchaser and all Escrow Documents (as defined below), but in no event shall the Closing take place later than May 7, 2021 (the "Closing Date"). Seller and Purchaser hereby acknowledge that the passing of title, possession and delivery of the Aircraft shall take place within the state in which the Closing Place is located. The fuel costs and the expenses of Seller's flight crew, if any, in flying the Aircraft from the Inspection Facility to the Closing Place shall be the sole responsibility of and paid for by Purchaser. 2. In the event of any inconsistencies between the provisions of the Agreement and the provisions of this Amendment, the provisions of this Amendment shall control in all respects. Except as expressly amended hereby, the provisions of the Agreeement shall remain unchanged, valid and in full force and effect. EFTA00022899 3. This Amendment may be fully executed in separate counterparts by each of the parties hereto. Any signatures on this Amendment may be transmitted via facsimile or e-mail (in pdf format), which signatures shall be deemed originals for all purposes. IN WITNESS WHEREOF, the parties hereto have executed this FIRST AMENDMENT TO AIRCRAFT PURCHASE AGREEMENT as of the day and year first written above. Seller: Hyperion Air, LLC By: Print: Darren Indyke Title: Authorized Representative Purchaser: Industrial Integrity Solutions, LLC By: Print: Rick Munkvold Title: Chief Financial Officer 2 EFTA00022900 ARAUTP18 AIRCRAFT REGISTRATION SYSTEM 04/21/21 ARAUTM23 POA, RESLTN, GUARDN, RCVRSHP, BNKRPTCY, LLC NAME SELECTION 07:45 Page 1 of 1 Name : HYPERION AIR LLC Total Names: 1 Name Range 1 thru 1 PKT Name Type Eff Date Trans Status WIP 1. HYPERION AIR LLC (VI) GRANTOR 10/19/12 LLC ACCEPT 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. Enter Line Number for Name Selection: Enter-PF1---PF2---PF3---PF4---PF5---PF6---PF7---PF8---PF9---PF10--PF11--PF12--- CONT HELP MAIN PREV EFTA00022901 ARAUTP22 AIRCRAFT REGISTRATION SYSTEM 04/21/21 ARAUTM30 LIMITED LIABILITY INQUIRY 07:45 Phase Name : HYPERION AIR LLC (VI) Effective Date : 10/19/2012 Expire Date Limit/Restrictions : Authorized Signer 1. MANAGER 2. 3. 4. Accept Date : 09/06/2013 Accepting Examiner : Crystal Kelley Enter-PF1---PF2---PF3---PF4---PF5---PF6---PF7---PF8---PF9---PF10--PF11--PF12--- OPT MAIN PREV EFTA00022902 ARAUTS03 AIRCRAFT REGISTRATION SYSTEM ARAUTM83 AUTHORIZATION IMAGE INQUIRY Page 1 of 1 Status : ACCEPT Document Description Paper Document Date 1. POWER OF ATTORNEY YES 08/13/2013 2. 3. 4. 5. 6. 7. 8. 9. 10. 04/21/21 07:45 WINDOW 1 : Enter-PF1---PF2---PF3---PF4---PF5---PF6---PF7---PF8---PF9---PF10--PF11--PF12--- PRINT MAIN BATCH PREV EFTA00022903 C TITLE SERVICE At a Glance - Summary Report Registration Number: N722JE Present Registered Owner Hyperion Air LLC 6100 Red Hook Quarter B3, St. Thomas, U.S. Virgin Islands 00802 No Liens / Encumbrances (0) 8 (Open all) '" Airframe (KEYSTONE HELICOPTER, S-76C, 760750) s, Make KEYSTONE HELICOPTER Model S- i6C LIEN STATUS Serial No 760750 No Liens of Record Make TURBOMECA S.A. Engine (TURBOMECA S.A., ARRIEL 252, 42286TEC) N.0 Model ARRIEL 2S2 LIEN STATUS Serial No 42286TEC No Record Found - Engine Make TURBOMECA S.A. Engine (TURBOMECA S.A., ARRIEL 252, 42285TE) N, Model ARRIEL 2S2 LIEN STATUS Serial No z1228S1E No Record Found - Engine EFTA00022904 ATTACHED DOCUMENT D FAA 337's — Airworthiness International Registry Airframe & Engine Lien Search v Airframe (KEYSTONE HELICOPTER, S-76C, 760750) Aircraft Object has been searched at the International Registry as SIKORSKY, model 5-76, SN: 760750, which description matches the current Manufacturer's List. Priority Search Certificate Number 1492287, created on 21 Apr 2021 at 14:53:48 GMT, reflects no undischarged registrations and the below-described sale(s). No Liens of Record Sale File #: 732496 Date: 26 Jul 2011 Fractional or Partial Interest: 100.000000% Seller. Freedom Air International, Inc." Buyer. ASI Wings, LLC Time (GMT): 18:01:37 Sale File #: 1644795 Date: 13 Jun 2019 Fractional or Partial Interest: 100.000000% Seller. ASI Wings, LLC Buyer. Hyperion Air, LLC Time (GMT): 16:0101 IR Priority Search• - Engine (TURBOMECA S.A., ARRIEL 252, 42285TE) Aircraft Object has been searched at the International Registry as TURBOMECA, model ARRIEL 252, SN: 42285, which description does not match the current Manufacturer's List. Priority Search Certificate Number: 149228a created on 21 Apr 2021 at 14:53:48 GMT, reflects no undischarged registrations and the below-described sale(s). No Liens of Record Sale Date: 26 Jul 2011 Fractional or Partial Interest: 100.000000% Seller. Freedom Air International, Inc." Buyer. ASI Wings, LLC File #: 732506 Time (GMT): 18:06:15 Sale File #: 1644797 Date: 13 Jun 2019 Fractional or Partial Interest: 100.000000% Seller. ASI Wings, LLC Buyer: Hyperion Air, LLC Time (GMT): 16:17:01 4 Pa,,c 2 of 3 EFTA00022905 IR Priority Search* - Engine (TURBOMECA S.A., ARRIEL 2S2, 42286TEC) Aircraft Object has been searched at the International Registry as TURBOMECA, model ARRIEL 252, SN: 42286, which description does not match the current Manufacturer's List. Priority Search Certificate Number: 1492289, created on 21 Apr 2021 at 14:53:48 GMT, reflects no undischarged registrations and the below-described sale(s). No Liens of Record Sale Date: 26 Jul 2011 Fractional or Partial Interest: 100.000000% Seller. Freedom Air International, Inc." Buyer: ASI Wings, LLC File #: 732512 Time (GMT): 18:11:56 Sale Date: 13 Jun 2019 Fractional or Partial Interest: 100.000000% Seller. ASI Wings, LLC Buyer: Hyperion Air, LLC File #: 1644796 Time (GMT): 16:03:04 Detailed ReportW E. FAA and Internationa ' egishy • i rame Lien Search (S-76C, 760750) FAA And International Research Engine Lien Search (ARRIEL 252, 42286TEC) E FAA And International Research Engine Lien Search (ARRIEL 2S2, 42285TE) r) HYPERION AIR LLC ATTACHED LLC DOCUMENT FOR: AK Title Service, LLC Order#: 152973 Registration #: N722JE Certified By: Bryan Vaughan on 4/21/2021 Print Summary Report In preparing this order, we are (i) subject to the availability and accuracy of the Federal Aviation Administration ("FAA") and the International Registry including their employees, agents, and computer systems, in the filing. registering, indexing, cross-referencing and recording of instruments filed with the FM and IR and (ii) subject to the accuracy of the information contained in the IR Priority Search Certificates, if applicable. We have relied on you to provide us with an accurate, complete and exact description of any Aircraft. Engines, and Propellers, for this search. AIC Title Servke, LLC - Ph:- or■ Fx: Email: Page 3 of 3 EFTA00022906 al TITLE SERVICE FAA and International Registry Engine Search Report Prepared For: Equus Global Aviation LLC Sherry Cannon ■0 Make TURBOMECA S.A. FAA UEN SEARCH AND INTERNATIONAL REGISTRY PRIORITY SEARCH ENGINE REPORT Model Serial No ARRIEL 2S2 422857E A review of the pre-automated and/or automated FAA records, as those records pertain to that certain Engine described above, revealed the state of the record with respect to lien status is as follows: UEN STATUS FAA has no record of the engine as described. There are no pending documents indexed under the engine as described appearing on the FAA collateral indices of in-process documents. Disclaimer. By this report we undertake to provide only information from the records of aircraft maintained by the FAA Aircraft Registry, which constitutes those records received, examined and made a part of the public record by that office, on the particular aircraft described above at 7:29 AM CT on 04/21/2021. INTERNATIONAL REGISTRY SEARCH CRITERIA Aircraft Object has been searched at the International Registry as TURBOMECA, model ARRIEL 252, SN: 42285, which description does not match the current Manufacturer's List. Priority Search Certificate Number 1492288, created on 21 Apr 2021 at 14:53:48 GMT, reflects no undischarged registrations and the below-described sale(s). INTERNATIONAL REGISTRY STATUS No Liens of Record Sale Date: 26 Jul 2011 Fractional or Partial Interest: 100.000000% Seller. Freedom Air International, Inc." Buyer. ASI Wings, LLC File #: 732506 Time (Gray 18:06:15 Page I ore EFTA00022907 Sale File #: 1644797 Date: 13 Jun 2019 Fractional or Partial Interest: 100.000000% Seller. ASI Wings, LLC Buyer: Hyperion Air, LLC I r I64.1 1.6 Li ! IL FOR: AIC Title Service, LLC Order#: 152973 Certified By: Bryan Vaughan on 04/21/2021 In preparing this order, we are (i) subject to the availablity and accuracy of the Federal Aviation Administration CIA R) and the International Registry CIR'). including their employees, agents, and computer systems, in the filing. registering, indexing, cross-referencing and recording of instruments filed with the FAA and IR and (ii) subject to the accuracy of the information contained in the IR Priority Search Certificates. if applicable. We have relied on you to provide us with an accurate, complete and exact description of any Aircraft. Engines, and Propellers, for this search. AEC Title Servke, LLC - Ph:- Of■ Eft Email: Page 2 of 2 EFTA00022908 la 1/4 I C Ar- TITLE SERVICE FAA and International Registry Engine Search Report Sherry Cannon Make TURBOMECA S.A. Prepared For: Equus Global Aviation LLC ■0 FAA UEN SEARCH AND INTERNATIONAL REGISTRY PRIORITY SEARCH ENGINE REPORT Model Serial No ARRIEL 252 42286TEC A review of the pre-automated and/or automated FAA records, as those records pertain to that certain Engine described above, revealed the state of the record with respect to lien status is as follows: UEN STATUS FAA has no record of the engine as described. There are no pending documents indexed under the engine as described appearing on the FAA collateral indices of in-process documents. Disclaimer. By this report we undertake to provide only information from the records of aircraft maintained by the FAA Aircraft Registry, which constitutes those records received, examined and made a part of the public record by that office, on the particular aircraft described above at 7:29 AM CT on 04/21/2021. INTERNATIONAL REGISTRY SEARCH CRITERIA Aircraft Object has been searched at the International Registry as TURBOMECA, model ARRIEL 252, SN: 42286, which description does not match the current Manufacturer's List. Priority Search Certificate Number 1492289, created on 21 Apr 2021 at 14:53:48 GMT, reflects no undischarged registrations and the below-described sale(s). INTERNATIONAL REGISTRY STATUS No Liens of Record Sale File #: 732512 Date: 26 Jul 2011 Fractional or Partial Interest: loaryymon Seller. Freedom Air International, Inc." Buyer. ASI Wings, LLC Time (GMT). 18:11:56 Page I of 2 EFTA00022909 Sale File #: 1644796 Date: 13 Jun 2019 Fractional or Partial Interest: 100.000000% Seller. ASI Wings, LLC Buyer. Hyperion Air, LLC Time (GMT): 16:03:04 FOR: AK Title Service, LLC Order#: 152973 Certified By: Bryan Vaughan on 04/21/2021 In preparing this order, we are (i) subject to the availablity and accuracy of the Federal Aviation Administration (IAA" and the International Registry CIR*). including their employees, agents, and computer systems, in the filing. registering, indexing, cross-referencing and recording of instruments filed with the MA and IR and (ii) subject to the accuracy of the information contained in the IR Priority Search Cenificates if applicable. We have relied on you to provide us with an accurate, complete and exact description of any Aircraft. Engines, and Propellers, for this search. AEC Title Servke, LLC - Ph:- or■ Eft Email: Page 2 of 2 EFTA00022910 FAA and International Registry Title Search Report TITLE SERVICE Prepared For: Equus Global Aviation LLC Sherry Cannon El> ■0 Registration No FAA TITLE SEARCH and INTERNATIONAL REGISTRY PRIORITY SEARCH AIRFRAME REPORT Formerly Make Model Serial No N722JE N750A KEYSTONE HELICOPTER 5-76C 760750 Present Registered Owner Hyperion Air LLC Owner Type: Limited Liability Company Signed By: Lawrence P. Visoski, Jr. Title: Manager Acquired By: Bill of Sale Executed: 6-13-19 FAA Filed: 6-13-19 FAA Recorded: 7-17-19 FAA Document#: .03020475 LIEN STATUS No Liens of Record Disclaimer By this report we undertake to provide only information from the records of aircraft maintained by the FAA Aircraft Registry, which constitutes those records received, examined and made a part of the public record by that office, on the particular aircraft described above at 7:29 AM CT on 04/21/2021. INTERNATIONAL REGISTRY SEARCH CRITERIA Aircraft Object has been searched at the International Registry as SIKORSKY, model S-76, SN: 760750, which description matches the current Manufacturer's List Priority Search Certificate Number 1492287, created on 21 Apr 2021 at 14:53:48 GMT, reflects no undischarged registrations and the below-described sale(s). INTERNATIONAL REGISTRY STATUS No Liens of Record Page I 012 EFTA00022911 Sale File #: 732496 Date: 26 Jul 2011 Fractional or Partial Interest: 100.000000% Seller. Freedom Air International, Inc." Buyer: ASI Wings, LLC Time (GMT): 18:01:37 Sale File #: 1644795 Date: 13 Jun 2019 Fractional or Partial Interest: mammon Seller. ASI Wings, LLC Buyer: Hyperion Air, LLC Time (GMT): 16:03:01 FOR: AK Title Service, LLC Order#: 152973 Registration #: N722JE Certified By: Bryan Vaughan on 04/21/2021 In preparing this order, we are (i) subject to the availability and accuracy of the Federal Aviation Administration ("FAA") and the International Registry including their employees, agents, and computer systems, in the filing. registering, indexing, cross-referencing and recording of instruments filed with the FAA and IR and (ii) subject to the accuracy of the information contained in the IR Priority Search Cenificates if applicable. We have relied on you to provide us with an accurate, complete and exact description of any Aircraft. Engines, and Propellers, for this search. AIC Title Servke, LLC - Ph:- Of FfC Email: Page 2 of 2 EFTA00022912 C TITLE SERVICE At a Glance - Summary Report Registration Number: N722JE Present Registered Owner Hyperion Air LLC 6100 Red Hook Quarter B3, St. Thomas, U.S. Virgin Islands 00802 No Liens / Encumbrances (0) 8 (Open all) '" Airframe (KEYSTONE HELICOPTER, S-76C, 760750) s, Make KEYSTONE HELICOPTER Model S- i6C LIEN STATUS Serial No 760750 No Liens of Record Make TURBOMECA S.A. Engine (TURBOMECA S.A., ARRIEL 252, 42286TEC) N.0 Model ARRIEL 2S2 LIEN STATUS Serial No 42286TEC No Record Found - Engine Make TURBOMECA S.A. Engine (TURBOMECA S.A., ARRIEL 252, 42285TE) N, Model ARRIEL 2S2 LIEN STATUS Serial No z1228S1E No Record Found - Engine EFTA00022913 ATTACHED DOCUMENT FAA 337's — Airworthiness 4 International Registry Airframe & Engine Lien Search Ne Airframe (KEYSTONE HELICOPTER, S-76C, 760750) Aircraft Object has been searched at the International Registry as SIKORSKY, model 5-76, SN: 760750, which description matches the current Manufacturer's List. Priority Search Certificate Number 1492287, created on 21 Apr 2021 at 14:53:48 GMT, reflects no undischarged registrations and the below-described sale(s). No Liens of Record Sale File #: 732496 Date: 26 Jul 2011 Fractional or Partial Interest: 100.000000% Seller. Freedom Air International, Inc." Buyer: ASI Wings, LLC Time (GMT): 18:01:37 Sale File #: 1644795 Date: 13 Jun 2019 Fractional or Partial Interest: 100.000000% Seller. ASI Wings, LLC Buyer: Hyperion Air, LLC Time (GMT): 16:03:01 IR Priority Search* - Engine (TURBOMECA S.A., ARRIEL 252, 42286TEC) Aircraft Object has been searched at the International Registry as TURBOMECA, model ARRIEL 252, SN: 42286, which description does not match the current Manufacturer's List. Priority Search Certificate Number: 1492289, created on 21 Apr 2021 at 14:53:48 GMT, reflects no undischarged registrations and the below-described sale(s). No Liens of Record Sale File #: 732512 Date: 26 Jul 2011 Fractional or Partial Interest: 100.000000% Seller. Freedom Air International, Inc." Buyer: ASI Wings, LLC Time (GMT): 18:11:56 Sale File #: 1644796 Date: 13 Jun 2019 Fractional or Partial Interest: 100.000000% Seller. ASI Wings, LLC Buyer: Hyperion Air, LLC Time (GMT): 16:03:04 Page 2 or 3 EFTA00022914 IR Priority Search• - Engine (TURBOMECA S.A., ARRIEL 252, 42285TE) Aircraft Object has been searched at the International Registry as TURBOMECA, model ARRIEL 252, SN: 42285, which description does not match the current Manufacturer's List. Priority Search Certificate Number: 1492288, created on 21 Apr 2021 at 14:53:48 GMT, reflects no undischarged registrations and the below-described sale(s). No Liens of Record Sale Date: 26 Jul 2011 Fractional or Partial Interest: mammon Seller. Freedom Air International, Inc." Buyer: ASI Wings, LLC File #: 732506 Time (GMT): 18:06:15 Sale Date: 13 Jun 2019 Fractional or Partial Interest: mammon Seller. ASI Wings, LLC Buyer: Hyperion Air, LLC File #: 1644797 Time (GMT): 16:17:01 Detailed ReportsNe FAA and Internationa ' egishy • i rame Lien Search (S-76C, 760750) FAA And International Research Engine Lien Search (ARRIEL 252, 42286TEC) E FAA And International Research Engine Lien Search (ARRIEL 2S2, 42285TE) OD HYPERION AIR LLC ATTACHED LLC DOCUMENT FOR: AK Title Service, LLC Order#: 152973 Registration #: N722JE Certified By: Bryan Vaughan on 4/21/2021 Print Summary Report In preparing this order, we are (i) subject to the availablity and accuracy of the Federal Aviation Administration ("FAA") and the International Registry ('IR'). including their employees, agents, and computer systems, in the filing, registering, indexing, cross-referencing and recording of instruments filed with the FAA and IR and (ii) subject to the accuracy of the information contained in the IR Priority Search Certificates, if applicable. We have relied on you to provide us with an accurate, complete and exact description of any Aircraft. Engines, and Propellers, for this search. AIC Title Service, LLC - Ph: Of Fx: Email: Page 3 of 3 EFTA00022915 al TITLE SERVICE FAA and International Registry Engine Search Report Darren Indyke Make TURBOMECA S.A. Prepared For Plan D LLC FAA UEN SEARCH AND INTERNATIONAL REGISTRY PRIORITY SEARCH ENGINE REPORT Model Serial No ARRIEL 2S2 422857E A review of the pre-automated and/or automated FAA records, as those records pertain to that certain Engine described above, revealed the state of the record with respect to lien status is as follows: UEN STATUS FAA has no record of the engine as described. There are no pending documents indexed under the engine as described appearing on the FAA collateral indices of in-process documents. Disclaimer. By this report we undertake to provide only information from the records of aircraft maintained by the FAA Aircraft Registry, which constitutes those records received, examined and made a part of the public record by that office, on the particular aircraft described above at 7:29 AM CT on 04/21/2021. INTERNATIONAL REGISTRY SEARCH CRITERIA Aircraft Object has been searched at the International Registry as TURBOMECA, model ARRIEL 252, SN: 42285, which description does not match the current Manufacturer's List. Priority Search Certificate Number 1492288, created on 21 Apr 2021 at 14:53:48 GMT, reflects no undischarged registrations and the below-described sale(s). INTERNATIONAL REGISTRY STATUS No Liens of Record Sale Date: 26 Jul 2011 Fractional or Partial Interest: 100.000000% Seller. Freedom Air International, Inc." Buyer. ASI Wings, LLC File #: 732506 Time (airy 18:06:15 Page I or 2 EFTA00022916 Sale File #: 1644797 Date: 13 Jun 2019 Fractional or Partial Interest: 100.000000% Seller. ASI Wings, LLC Buyer: Hyperion Air, LLC I r I64.1 1.6 Li ! IL FOR: AIC Title Service, LLC Order#: 152973 Certified By: Bryan Vaughan on 04/21/2021 In preparing this order, we are (i) subject to the availablity and accuracy of the Federal Aviation Administration CIA R) and the International Registry CIR'). including their employees, agents, and computer systems, in the filing. registering, indexing, cross-referencing and recording of instruments filed with the FAA and IR and (ii) subject to the accuracy of the information contained in the IR Priority Search Certificates. if applicable. We have relied on you to provide us with an accurate, complete and exact description of any Aircraft. Engines, and Propellers, for this search. AEC Title Servke, LLC - Ph:- Of■ Eft Email: Page 2 of 2 EFTA00022917 A I C ir • TITLE SERVICE FAA and International Registry Engine Search Report Prepared For Plan D LLC Darren Indyke Make TURBOMECA S.A. FAA UEN SEARCH AND INTERNATIONAL REGISTRY PRIORITY SEARCH ENGINE REPORT Model Serial No ARRIEL 252 42286TEC A review of the pre-automated and/or automated FAA records, as those records pertain to that certain Engine described above, revealed the state of the record with respect to lien status is as follows: UEN STATUS FAA has no record of the engine as described. There are no pending documents indexed under the engine as described appearing on the FAA collateral indices of in-process documents. Disclaimer. By this report we undertake to provide only information from the records of aircraft maintained by the FAA Aircraft Registry, which constitutes those records received, examined and made a part of the public record by that office, on the particular aircraft described above at 7:29 AM CT on 04/21/2021. INTERNATIONAL REGISTRY SEARCH CRITERIA Aircraft Object has been searched at the International Registry as TURBOMECA, model ARRIEL 252, SN: 42286, which description does not match the current Manufacturer's List. Priority Search Certificate Number: 1492289, created on 21 Apr 2021 at 14:53:48 GMT, reflects no undischarged registrations and the below-described sale(s). INTERNATIONAL REGISTRY STATUS No Liens of Record Sale File #: 732512 Date: 26 Jul 2011 Fractional or Partial Interest: loam:loom Seller. Freedom Air International, Inc.' Buyer. ASI Wings, LLC Time (GMT): 18:11:56 Page I el? EFTA00022918 Sale File #: 1644796 Date: 13 Jun 2019 Fractional or Partial Interest: 100.000000% Seller. ASI Wings, LLC Buyer. Hyperion Air, LLC Time (GMT): 16:03:04 FOR: AK Title Service, LLC Order#: 152973 Certified By: Bryan Vaughan on 04/21/2021 In preparing this order, we are (i) subject to the availablity and accuracy of the Federal Aviation Administration (IAA" and the International Registry CIR*). including their employees, agents, and computer systems, in the filing. registering, indexing, cross-referencing and recording of instruments filed with the MA and IR and (ii) subject to the accuracy of the information contained in the IR Priority Search Cenificates if applicable. We have relied on you to provide us with an accurate, complete and exact description of any Aircraft. Engines, and Propellers, for this search. AEC Title Servke, LLC - Ph:- or■ Eft Email: Page 2 of 2 EFTA00022919 • t TITLE SERVICE FAA and International Registry Title Search Report Prepared For Plan D LLC Darren Indyke Registration No FAA TITLE SEARCH and INTERNATIONAL REGISTRY PRIORITY SEARCH AIRFRAME REPORT Formerly Make Model Serial No N722JE N750A KEYSTONE HELICOPTER 5-76C 760750 Present Registered Owner Hyperion Air LLC Owner Type: Limited Liability Company Signed By: Lawrence P. Visoski, Jr. Title: Manager Acquired By: Bill of Sale Executed: 6-13-19 FAA Filed: 6-13-19 FAA Recorded: 7-17-19 FAA Document#:11/02047S LIEN STATUS No Liens of Record Disclaimer. By this report we undertake to provide only information from the records of aircraft maintained by the FAA Aircraft Registry, which constitutes those records received, examined and made a part of the public record by that office, on the particular aircraft described above at 7:29 AM CT on 04/21/2021. INTERNATIONAL REGISTRY SEARCH CRITERIA Aircraft Object has been searched at the International Registry as SIKORSKY, model S-76, SN: 760750, which description matches the current Manufacturer's List Priority Search Certificate Number 1492287, created on 21 Apr 2021 at 14:53:48 GMT, reflects no undischarged registrations and the below-described sale(s). INTERNATIONAL REGISTRY STATUS No Liens of Record Page I o12 EFTA00022920 Sale File #: 732496 Date: 26 Jul 2011 Fractional or Partial Interest: 100.000000% Seller. Freedom Air International, Inc." Buyer: ASI Wings, LLC Time (GMT): 18:01:37 Sale File #: 1644795 Date: 13 Jun 2019 Fractional or Partial Interest: mammon Seller. ASI Wings, LLC Buyer: Hyperion Air, LLC Time (GMT): 16:03:01 FOR: AK Title Service, LLC Order#: 152973 Registration #: N722JE Certified By: Bryan Vaughan on 04/21/2021 In preparing this order, we are (i) subject to the availability and accuracy of the Federal Aviation Administration ("FAA") and the International Registry including their employees, agents, and computer systems, in the filing. registering, indexing, cross-referencing and recording of instruments filed with the FAA and IR and (ii) subject to the accuracy of the information contained in the IR Priority Search Cenificates if applicable. We have relied on you to provide us with an accurate, complete and exact description of any Aircraft. Engines, and Propellers, for this search. AIC Title Servke, LLC - Ph:- Of FfC Email: Page 2 of 2 EFTA00022921 LLC STATEMENT IN SUPPORT OF REGISTRATION HYPERION AIR, LLC is a limited liability company of a United States Citizen and is eligible to register aircraft in its name. In this regard, we make the following representations: I. The full name of the Applicant LLC is HYPERION AIR, LLC (the "LLC"). 2. The jurisdiction in which the LLC is lawfully organized is the United States Virgin Islands. 3. The effective date of the LLC is October 132012. 4. The name of each of the sole Member of the LLC and the type of entity of the sole Member (i.e., individual, corporation, partnership, etc.) is: NAME U.S. CITIZENSHIP TYPE OF ENTITY VERIFICATION Jeffrey E. Epstein Individual YES X NO_ 5. The LLC is managed by a Manager. 6. The managers, members or officers of this LLC may act independently YX 7. The name of the sole Manager of the LLC and the type of entity of the sole Manager (i.e., individual, corporation, partnership, etc.) is: NAME Lawrence Visoski U.S. CITIZENSHIP TYPE. OF ENTITY VERIFICATION Individual YES X NO The undersigned certifies that he understands that an LLC is eligible to register aircraft in its name provided that: (I) at least 2/3rds of the managers or managing members are "U.S. Citizens" within the meaning of 49 U.S.C. Section 40102(aX15)(C) and: (2) at least 75% of the voting interest or units is owned or controlled by persons who are "U.S. citizens" or citizens of one of its possessions; and specifically that AN LLC CANNOT REGISTER AS A NON•CITIZEN CORPORATION. If any member of this LLC is not a United States Citizen as defined in 40102(a)(15)(C) an explanation appears below to support the certification that this LLC is a "U.S. Citizen" as required by 49 U.S.C. Section 40102(a)(15)(C). The undersigned hereby also certifies that the information given herein is true and correct and meets all citizenship specifications as required by the Federal Aviation Administration. HYPERION Al L By La ren Visoski Manager 8 V 0 0 0 EFTA00022922 FILED WITH FAA AIRCRAFT REGISTRATIttl-DR. 2013 RUG 13 All '7 39 OKLAHOMA CITY OKLAHOMA EFTA00022923 *** NO RECORDS FOUND *** ARAUTP18 AIRCRAFT REGISTRATION SYSTEM 05/05/21 ARAUTM85 POA, RESLTN, GUARDN, RCVRSHP, BNKRPTCY, LLC 14:46 Name : INDUSTRIAL INTEGRITY SOLUTIONS LLC OPTIONAL Effective Date N-Number TYPE Display Expired N (POA Only) Enter-PF1---PF2---PF3---PF4---PF5---PF6---PF7---PF8---PF9---PF10--PF11--PF12--- CONT MAIN PREV EFTA00022924 *** NO RECORDS FOUND *** ARAUTP18 AIRCRAFT REGISTRATION SYSTEM 05/05/21 ARAUTM85 POA, RESLTN, GUARDN, RCVRSHP, BNKRPTCY, LLC 14:47 Name : INDUSTRIAL INTEGRITY SOLUTIONS OPTIONAL Effective Date N-Number TYPE Display Expired N (POA Only) Enter-PF1---PF2---PF3---PF4---PF5---PF6---PF7---PF8---PF9---PF10--PF11--PF12--- CONT MAIN PREV EFTA00022925 *** NO RECORDS FOUND *** ARAUTP18 AIRCRAFT REGISTRATION SYSTEM 05/05/21 ARAUTM85 POA, RESLTN, GUARDN, RCVRSHP, BNKRPTCY, LLC 14:47 Name : INDUSTRIAL INTEGRITY OPTIONAL Effective Date N-Number TYPE Display Expired N (POA Only) Enter-PF1---PF2---PF3---PF4---PF5---PF6---PF7---PF8---PF9---PF10--PF11--PF12--- CONT MAIN PREV EFTA00022926 ARAUTP18 AIRCRAFT REGISTRATION SYSTEM 05/05/21 ARAUTM23 POA, RESLTN, GUARDN, RCVRSHP, BNKRPTCY, LLC NAME SELECTION 14:47 Page 1 of 3 Name : INDUSTRIAL Total Names: 32 Name Range 1 thru 32 PKT Name Type Eff Date Trans Status WIP 1. INDUSTRIAL AEROBOTICS LLC (AZ) (EFF GRANTOR 11/07/07 LLC ACCEPT 2. INDUSTRIAL AIRCRAFT CORPORATION GRANTOR 11/30/73 POA CONVERT 3. INDUSTRIAL AVIATION LLC GRANTOR 12/18/95 LLC ACCEPT 4. INDUSTRIAL BANK GRANTOR 04/25/94 POA CONVERT 5. INDUSTRIAL COMMERCIAL REALTY LLC (P GRANTOR 12/20/04 LLC ACCEPT 6. INDUSTRIAL CONTRACTING SERVICES LLC GRANTOR 04/10/00 LLC ACCEPT 7. INDUSTRIAL EQUILITES AIRCRAFT LEASI GRANTOR LLC REQ/REJ 8. INDUSTRIAL EQUIPMENT LEASING LLC (D GRANTOR 10/05/10 LLC ACCEPT 9. INDUSTRIAL EQUIPMENT SERVICES LLC ( GRANTOR 09/22/06 LLC ACCEPT 10. INDUSTRIAL EQUITIES AIRCRAFT LEASIN GRANTOR 06/14/17 LLC ACCEPT 11. INDUSTRIAL GROUP II LLC (NC) GRANTOR 01/09/06 LLC ACCEPT 12. INDUSTRIAL HELICOPTERS LLC (LA) GRANTOR 10/06/11 LLC ACCEPT Enter Line Number for Name Selection: Enter-PF1---PF2---PF3---PF4---PF5---PF6---PF7---PF8---PF9---PF10--PF11--PF12--- CONT HELP MAIN +PAGE PREV EFTA00022927 ARAUTP18 AIRCRAFT REGISTRATION SYSTEM 05/05/21 ARAUTM23 POA, RESLTN, GUARDN, RCVRSHP, BNKRPTCY, LLC NAME SELECTION 14:47 Page 2 of 3 Name : INDUSTRIAL Total Names: 32 Name Range 1 thru 32 PKT Name Type Eff Date Trans Status WIP 1. INDUSTRIAL INTERNATIONAL AVIATION GRANTOR 08/29/77 POA CONVERT 2. INDUSTRIAL MARINE TECHNOLOGY LLC GRANTOR 10/12/04 POA ACCEPT 3. INDUSTRIAL MARINE TECHNOLOGY LLC GRANTOR 07/24/00 POA ACCEPT 4. INDUSTRIAL MARINE TECHNOLOGY LLC GRANTOR 02/17/00 POA ACCEPT 5. INDUSTRIAL MARINE TECHNOLOGY LLC GRANTOR 12/29/99 LLC ACCEPT 6. INDUSTRIAL NATIONAL BANK OF RHODE I GRANTOR 08/17/78 POA CONVERT 7. INDUSTRIAL NETWORKS LLC (MA) GRANTOR 04/10/18 LLC ACCEPT 8. INDUSTRIAL REALTY GROUP LLC GRANTOR 01/21/15 POA ACCEPT 9. INDUSTRIAL REALTY GROUP LLC AGENT 03/01/13 POA ACCEPT 10. INDUSTRIAL REALTY GROUP LLC GRANTOR 03/09/12 POA ACCEPT 11. INDUSTRIAL REALTY GROUP LLC (NV) GRANTOR 05/05/99 LLC ACCEPT 12. INDUSTRIAL SITE SERVICES INC GRANTOR POA REQ/REJ Enter Line Number for Name Selection: Enter-PF1---PF2---PF3---PF4---PF5---PF6---PF7---PF8---PF9---PF10--PF11--PF12--- CONT HELP MAIN -PAGE +PAGE PREV EFTA00022928 ARAUTP18 AIRCRAFT REGISTRATION SYSTEM 05/05/21 ARAUTM23 POA, RESLTN, GUARDN, RCVRSHP, BNKRPTCY, LLC NAME SELECTION 14:47 Page 3 of 3 Name : INDUSTRIAL Total Names: 32 Name Range 1 thru 32 PKT Name Type Eff Date Trans Status WIP 1. INDUSTRIAL SYSTEMS & SERVICES CO LL GRANTOR 04/10/09 POA ACCEPT 2. INDUSTRIAL SYSTEMS & SERVICES COMPA GRANTOR 06/06/05 POA ACCEPT 3. INDUSTRIAL SYSTEMS & SERVICES COMPA GRANTOR 01/01/05 LLC ACCEPT 4. INDUSTRIAL TERMINALS MANAGEMENT LLC GRANTOR 05/31/06 POA ACCEPT 5. INDUSTRIAL TERMINALS MANAGEMENT LLC GRANTOR 10/06/04 LLC ACCEPT 6. INDUSTRIAL TRANSPORTATION & DISTRIB GRANTOR 02/22/11 LLC ACCEPT 7. INDUSTRIAL WASTE GROUP LLC (DE) GRANTOR 09/19/00 LLC ACCEPT 8. INDUSTRIAL-COMMERCIAL REALTY LLC (P GRANTOR 01/01/05 LLC ACCEPT 9. 10. 11. 12. Enter Line Number for Name Selection: Enter-PF1---PF2---PF3---PF4---PF5---PF6---PF7---PF8---PF9---PF10--PF11--PF12--- CONT HELP MAIN -PAGE PREV EFTA00022929 *** NO RECORDS FOUND *** ARAUTP18 AIRCRAFT REGISTRATION SYSTEM 05/05/21 ARAUTM85 POA, RESLTN, GUARDN, RCVRSHP, BNKRPTCY, LLC 14:46 Name : INDUSTRIAL INTEGRITY SOLUTIONS LLC OPTIONAL Effective Date N-Number TYPE Display Expired N (POA Only) Enter-PF1---PF2---PF3---PF4---PF5---PF6---PF7---PF8---PF9---PF10--PF11--PF12--- CONT MAIN PREV EFTA00022930 *** NO RECORDS FOUND *** ARAUTP18 AIRCRAFT REGISTRATION SYSTEM 05/05/21 ARAUTM85 POA, RESLTN, GUARDN, RCVRSHP, BNKRPTCY, LLC 14:47 Name : INDUSTRIAL INTEGRITY SOLUTIONS OPTIONAL Effective Date N-Number TYPE Display Expired N (POA Only) Enter-PF1---PF2---PF3---PF4---PF5---PF6---PF7---PF8---PF9---PF10--PF11--PF12--- CONT MAIN PREV EFTA00022931 *** NO RECORDS FOUND *** ARAUTP18 AIRCRAFT REGISTRATION SYSTEM 05/05/21 ARAUTM85 POA, RESLTN, GUARDN, RCVRSHP, BNKRPTCY, LLC 14:47 Name : INDUSTRIAL INTEGRITY OPTIONAL Effective Date N-Number TYPE Display Expired N (POA Only) Enter-PF1---PF2---PF3---PF4---PF5---PF6---PF7---PF8---PF9---PF10--PF11--PF12--- CONT MAIN PREV EFTA00022932 ARAUTP18 AIRCRAFT REGISTRATION SYSTEM 05/05/21 ARAUTM23 POA, RESLTN, GUARDN, RCVRSHP, BNKRPTCY, LLC NAME SELECTION 14:47 Page 1 of 3 Name : INDUSTRIAL Total Names: 32 Name Range 1 thru 32 PKT Name Type Eff Date Trans Status WIP 1. INDUSTRIAL AEROBOTICS LLC (AZ) (EFF GRANTOR 11/07/07 LLC ACCEPT 2. INDUSTRIAL AIRCRAFT CORPORATION GRANTOR 11/30/73 POA CONVERT 3. INDUSTRIAL AVIATION LLC GRANTOR 12/18/95 LLC ACCEPT 4. INDUSTRIAL BANK GRANTOR 04/25/94 POA CONVERT 5. INDUSTRIAL COMMERCIAL REALTY LLC (P GRANTOR 12/20/04 LLC ACCEPT 6. INDUSTRIAL CONTRACTING SERVICES LLC GRANTOR 04/10/00 LLC ACCEPT 7. INDUSTRIAL EQUILITES AIRCRAFT LEASI GRANTOR LLC REQ/REJ 8. INDUSTRIAL EQUIPMENT LEASING LLC (D GRANTOR 10/05/10 LLC ACCEPT 9. INDUSTRIAL EQUIPMENT SERVICES LLC ( GRANTOR 09/22/06 LLC ACCEPT 10. INDUSTRIAL EQUITIES AIRCRAFT LEASIN GRANTOR 06/14/17 LLC ACCEPT 11. INDUSTRIAL GROUP II LLC (NC) GRANTOR 01/09/06 LLC ACCEPT 12. INDUSTRIAL HELICOPTERS LLC (LA) GRANTOR 10/06/11 LLC ACCEPT Enter Line Number for Name Selection: Enter-PF1---PF2---PF3---PF4---PF5---PF6---PF7---PF8---PF9---PF10--PF11--PF12--- CONT HELP MAIN +PAGE PREV EFTA00022933 ARAUTP18 AIRCRAFT REGISTRATION SYSTEM 05/05/21 ARAUTM23 POA, RESLTN, GUARDN, RCVRSHP, BNKRPTCY, LLC NAME SELECTION 14:47 Page 2 of 3 Name : INDUSTRIAL Total Names: 32 Name Range 1 thru 32 PKT Name Type Eff Date Trans Status WIP 1. INDUSTRIAL INTERNATIONAL AVIATION GRANTOR 08/29/77 POA CONVERT 2. INDUSTRIAL MARINE TECHNOLOGY LLC GRANTOR 10/12/04 POA ACCEPT 3. INDUSTRIAL MARINE TECHNOLOGY LLC GRANTOR 07/24/00 POA ACCEPT 4. INDUSTRIAL MARINE TECHNOLOGY LLC GRANTOR 02/17/00 POA ACCEPT 5. INDUSTRIAL MARINE TECHNOLOGY LLC GRANTOR 12/29/99 LLC ACCEPT 6. INDUSTRIAL NATIONAL BANK OF RHODE I GRANTOR 08/17/78 POA CONVERT 7. INDUSTRIAL NETWORKS LLC (MA) GRANTOR 04/10/18 LLC ACCEPT 8. INDUSTRIAL REALTY GROUP LLC GRANTOR 01/21/15 POA ACCEPT 9. INDUSTRIAL REALTY GROUP LLC AGENT 03/01/13 POA ACCEPT 10. INDUSTRIAL REALTY GROUP LLC GRANTOR 03/09/12 POA ACCEPT 11. INDUSTRIAL REALTY GROUP LLC (NV) GRANTOR 05/05/99 LLC ACCEPT 12. INDUSTRIAL SITE SERVICES INC GRANTOR POA REQ/REJ Enter Line Number for Name Selection: Enter-PF1---PF2---PF3---PF4---PF5---PF6---PF7---PF8---PF9---PF10--PF11--PF12--- CONT HELP MAIN -PAGE +PAGE PREV EFTA00022934 ARAUTP18 AIRCRAFT REGISTRATION SYSTEM 05/05/21 ARAUTM23 POA, RESLTN, GUARDN, RCVRSHP, BNKRPTCY, LLC NAME SELECTION 14:47 Page 3 of 3 Name : INDUSTRIAL Total Names: 32 Name Range 1 thru 32 PKT Name Type Eff Date Trans Status WIP 1. INDUSTRIAL SYSTEMS & SERVICES CO LL GRANTOR 04/10/09 POA ACCEPT 2. INDUSTRIAL SYSTEMS & SERVICES COMPA GRANTOR 06/06/05 POA ACCEPT 3. INDUSTRIAL SYSTEMS & SERVICES COMPA GRANTOR 01/01/05 LLC ACCEPT 4. INDUSTRIAL TERMINALS MANAGEMENT LLC GRANTOR 05/31/06 POA ACCEPT 5. INDUSTRIAL TERMINALS MANAGEMENT LLC GRANTOR 10/06/04 LLC ACCEPT 6. INDUSTRIAL TRANSPORTATION & DISTRIB GRANTOR 02/22/11 LLC ACCEPT 7. INDUSTRIAL WASTE GROUP LLC (DE) GRANTOR 09/19/00 LLC ACCEPT 8. INDUSTRIAL-COMMERCIAL REALTY LLC (P GRANTOR 01/01/05 LLC ACCEPT 9. 10. 11. 12. Enter Line Number for Name Selection: Enter-PF1---PF2---PF3---PF4---PF5---PF6---PF7---PF8---PF9---PF10--PF11--PF12--- CONT HELP MAIN -PAGE PREV EFTA00022935 WIRE INSTRUCTIONS (TOTAL BUSINESS CHECKING) EQUUS GLOBAL AVIATION, LLC P MORGAN CHASE WIRE ACCOUNT #: ROUTING#: SWIFT CODE: EFTA00022936 Visoski Wire Info Bank of America IMM I Flying V Aviation, LLC c/o Lawrence Visoski Account Routing Wire: Flying V Aviation, LLC do Lawrence Visoski Bank of America, Account I Routing Wire: Phone EFTA00022937 Statement in Support of Registration of a United States Civil Aircraft in the Name of a Limited Liability Company Complete name of the Applicant: State in which LLC is organized: Effective date of formation of the LLC: October 7. 2016 Industrial Intregrity Solutions, LLC New Mexico Name of each member of the LLC: Name of Member. Tyne of Entity (ie: individual, corporation, partnership, etc.) U.S. Citizenship Verification James L. Previti Individual Y❑ Nn Frontier Finance Co. California Corp. Y N Y NE (Please use additional sheets if additional space is required) LLC is managed by: E] Manager(s) If LLC is managed by Manager(s)/Officer(s) Name of Managers) Type of Entity Officer(s) (ie: individual, corporation, partnership, etc.) (Please use additional sheets if additional space is required) Can the managers, members or officers of this LLC act independently? Member(s) K Officer(s) U.S. Citizenship Verification The undersigned certifies that the Applicant is a citizen of the United States since, to the best knowledge and belief of the undersigned, at least 2/3rds of the managers, officers or managing members qualify as citizens of the United States as defined in 49 U.S.C. 40101(aX15) and at least 75% of the voting interest or units is owned or controlled by persons who qualify as citizens of the United States as defined in 49 U.S.C. 40102(aX15). 49 U.S.C. Section (aX15): Citizen of the United States means: (1) An individual who is a citizen of the United States or one of its possessions; or (2) A partnership of which each member is such an individual; or (3) A corporation or association created or organized under the laws of the United States or of any State, Territory, or possession of the United States, of which the president and 2/3 or more of the board of directors and other managing officers thereof are such individuals and in which at least 75% of the voting interest is owned or controlled by persons who are citizens of the United States or of one of its possessions. If any member, officer or manager of the LLC is not a citizen of the United States as defined in U.S.C. 40102(aX15) please attach an additional sheet for explanation to substantiate that the LLC qualifies as a citizen of the United States. cm," Fitstaascult_. atonic-C. Its* (title) Dated' EFTA00022938 0 OneSpanpr OneSpan Sign Electronic Evidence Summary Signing Ceremony ID: ID: fcb4Y4hMWofiPY2i5Tjg62n-P38= Name: N722JE N722JE BOS (FInWSCn) Created: 2021-May-06 17:14:44 (GMTZ) GMT Completed: 2021-May-06 19:51:34 (GMTZ) GMT Summary document generated: 2021-May-06 19:51:36 (GMTZ) GMT Sender: Name: mko om Documents: Electronic Disclosures and Signatures Consent N722JE N722JE BOS (FInWSCn) N722JE WBOS OneSpan Sign Electronic Evidence Summary Recipients: Name: Email: Role: ID: Name: Email: Role: ID: Electronic Disclosures and Signatures Consent N722JE N722JE BOS (FInWSCn) N722JE WBOS Name: Email: Role: ID: Audit Trail: Melissa Koboldt 2 pages 1 page 2 pages 2 pages Melissa Koboldt maom Owner 42EC2utgPCID LARRY VISOSKI Larry_Visoski Larry_Visoski 1 accept 1 signature 1 signature DARREN INDYKE Darren_Indyke_FcipTON Darren_Indyke_FcipTON Copyright 2021, OneSpan. All Rights Reserved. EFTA00022939 Date and Time Recipient Action Document IP Other 2021-May-06 17:40:01 (G MTZ) GMT LARRY VISOSKI Signing Session For Recipient N/A 174.194.139.168 Signing session for red • ient: LARRY VISOSKI) 2021-May-06 17:40:11 (G MTZ) GMT LARRY VISOSKI View Electronic Disclosures and Signatures Consent 174.194.139.168 2021-May-06 17:42:36 (GMTZ) GMT LARRY VISOSKI Accept Electronic Disclosures and Signatures Consent 174.194.139.168 Approval: 8e81c72a-d851- 47ec-bf2a- f81d7ac10f67 2021-May-06 17:42:37 (GMTZ) GMT LARRY VISOSKI Confirm Electronic Disclosures and Signatures Consent 174.194.139.168 2021-May-0617:42:47 (GMTZ) GMT LARRY VISOSKI View N722JE N722JE BOS (FInWSCn) 174.194.139.168 2021-May-06 17:44:04 (GMTZ) GMT LARRY VISOSKI Click To Sign N722JE N722JE 005 (FInWSCn) 174.194.139.168 Approval: XiW1KKxDUP8U 2021-May-06 19:47:50 (GMTZ) GMT LARRY VISOSKI Signing Session For Recipient N/A 174.195.144.56 Signing session for reci • ient: LARRY VISOSKI) 2021-May-06 19:47:53 (GMTZ) GMT LARRY VISOSKI View N722JE N722JE 005 (FInWSCn) 174.195.144.56 2021-May-06 19:50:49 (GMTZ) GMT LARRY VISOSKI Signing Session For Recipient N/A 64.183.118.170 Signing session for reci • ient: LARRY VISOSKI) 2021-May-06 19:50:55 (GMTZ) GMT LARRY VISOSKI View N722JE N722JE BOS (FInWSCn) 64.183.118.170 2021-May-06 19:51:17 (GMTZ) GMT LARRY VISOSKI Confirm N722JE N722JE BOS (FInWSCn) 64.183.118.170 2021-May-06 19:51:22 (GMTZ) GMT LARRY VISOSKI View N722JE WBOS 64.183.118.170 2021-May-06 19:51:30 (GMTZ) GMT LARRY VISOSKI Click To Sign N722JE WBOS 64.183.118.170 Approval: vDOPyjwxfsUO 2021-May-06 19:51:34 (GMTZ) GMT LARRY VISOSKI Confirm N722JE WBOS 64.183.118.170 Copyright 2021, OneSpan. All Rights Reserved. EFTA00022940 UNITED STATES OF AMERICA U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $ 1.00 + OVC THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 722J E AIRCRAFT MANUFACTURER & MODEL KEYSTONE HELICOPTER S-76C AIRCRAFT SERIAL No. 760750 DOES THIS DAY OF May , 2021 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: OMB Control No. 2120-0042 Exp. 04/30/2017 Do Not Write In This Block FOR FM USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL(S). GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL.) Industrial Integrity Solutions , LLC DEALER CERTIFICATE NUMBER AND TO ITS SUCCESSORS rvECUTEIne, A mal" AT"..S. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF: IN TESTIMONY WHEREOF HAVE SET MY HAND AND SEAL THIS DAY OF May, 2021 NAME(S) OF SELLER (TYPED OR PRINTED) SIGNATURE(S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP. ALL MUSTSIGN. TITLE (TYPED OR PRINTED) Hyperion Air LLC Digitally signed by LARRY VISOSKI VRIMMAVAIONRO DAMS:MAO Manager ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA: AC Form 8050-2 (01/12) (NSN 0052-00-629-0003) EFTA00022941 WARRANTY BILL OF SALE Pursuant to that certain Aircraft Purchase Agreement, dated April 18 , 2021 (the "Agreement"), by and between HYPERION AIR, LLC, a U.S. Virgin Islands limited liability company ("Seller"), and INDUSTRIAL INTEGRITY SOLUTIONS, LLC, a New Mexico limited liability company ("Purchaser"), for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Seller, and being the owner of the full legal and beneficial title in and to that certain used 2008 Keystone (Sikorsky) model S-76O1+ helicopter, bearing manufacturer's serial number 760750, and currently registered with the United States Federal Aviation Administration (the "FAA") as N722JE, together with said aircraft's two (2) Turbomeca S.A. model Arriel 2S2 engines bearing Manufacturer's Serial Nos. 42285TE and 42286TEC, and with all avionics, equipment systems, furnishings and accessories installed on, contained in or attached to said aircraft and engines, all as is more particularly described on Exhibit A, and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, and all other records and paperwork relating to the above-described aircraft and engines in Seller's possession (collectively, the "Aircraft"), Seller does hereby grant, bargain, sell, convey, transfer and deliver unto Purchaser, its successors and assigns, all of Seller's right, title and interest in and to the Aircraft. Seller hereby warrants to Purchaser, its successors and assigns, that Seller is the lawful full legal, record and beneficial owner of 100% of the Aircraft and that there is hereby conveyed to Purchaser good and marketable title to the Aircraft, free and clear of any and all leases, liens, claims, encumbrances and rights of third parties whatsoever, and Seller will warrant and defend such title forever, at the sole expense of Seller, against all claims and demands whatsoever. EXCEPT FOR THE WARRANTIES SET FORTH IN THE IMMEDIATELY PRECEDING PARAGRAPH (THE "EXPRESS WARRANTIES"), THE AIRCRAFT AND EACH PART THEREOF IS BEING SOLD TO PURCHASER HEREUNDER IN ITS "AS IS, WHERE IS" CONDITION AND "WITH ALL FAULTS" EFFECTIVE AT THE CLOSING. EXCEPT FOR THE EXPRESS WARRANTIES, NEITHER SELLER NOR ITS AGENTS, REPRESENTATIVES OR EMPLOYEES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WHATSOEVER TO PURCHASER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES, THERE IS (I) NO WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES AS TO THE AIRWORTHINESS OR PHYSICAL CONDITION OF THE AIRCRAFT, (ID NO IMPLIED WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE AIRCRAFT, (III) NO IMPLIED WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, AND (IV) NO WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES AGAINST PATENT INFRINGEMENT OR THE LIKE. [Signature on following page] 22 EFTA00022942 IN WITNESS WHEREOF, Seller has caused this Warranty Bill of Sale to be executed by its duly authorized representative, this day of ApFil-, 2021. May HYPERION AIR, LLC Digilaly s4ed by LARRY VISOSKI 30SW”Afeab By: Name: Lawrence Vlsoskl Title: Manager Date: 23 EFTA00022943 UNITED STATES OF AMERICA - DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION - MIKE M ONRON EY AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION II UNITED STATES REGISTRATION N 722JE NUMBER 0 1. Individual 4) TYPE OF REGISTRATION Q I Partnership 0 a COON. eben 0 4. Co-Owner IONIA One box.) 0 a Govemwent a 7. United Liablity Company (LLC) 0 s. Homed:ten Caperation 0 B. Non-Cazen Ccepaabon Co -Owner 2) AIRCRAFT MANUFACTURER 0 KEYSTONE HELICOPTERS-76C AN PAODEL 3) AIRCRAFT SERIAL 760750 NUMBER 6) NAME(S) OF APPUCANT(S) (Person(s) shown on evidence of ownership. If indvidual. giro last name. first name and niddle Sidi Industrial Integrity Solutions, LLC II) TELEPHONE NUkSER: 7) MAILING ADDRESS IPOMISOOM mOIHROS059955 XS MX 6051Rant co list) NUMBER AND STREET. RURAL ROUTE: P.O. BOX CITY: STATE IN ZIP; 8) PHYSICAL ADDRESS/LOCATIONIF PO BOX MAR DROP OR RURAL ROI JTF BOX I /RFD FOR MAILING ADIIRFSs NUMBER AND STREET: DESCRIPTION OF LOCATION: CITY: STATE ZIP: ) CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS 10) CERTIFICATION OWE CERTFY: Cl) Thal the above aircraft is oared by theundersigned appkeant who is: (MUST CHECK AND/OR C0MPI.FTF a-b.c or M El a. A cRaen el the United States as defined be 49 USG 40 IOZIO)(15): El b. A reaidentdien with then reds:sawn (Ran 1-551) No El c. A non.citiren corporation crgarized and dcing business under de lava AI (state) and said aircraft is basal and parody used in the United Slates. Reaxds of flight hours are available har empecton M (preside complete physical address) O d. Aeon:oration using a vofirg bust to pinkly. Enter name of trustee (2) II box C or d above IS Checked. I. the below eigned. certify thou iam authorized. by the swam shown above. 10 Sign COrpOreba documents and lb seek aircraft registraton on behalf of the *nifty and that I will provide the same atthataliondrewested: (3) That the aircraft is not registered Leder the laws of any lateen Gantry: and (4) That legal Science of ownership a a=ched or has teen Red with the Federal Aviation Admiristraen. ANY AND ALL SIGNATORIES OF THIS APPLICATION MUST READ THE FOLLOWING AND UNDERSTAND THAT, BY APPLYING A SIGNATURE TO THIS DOCUMENT, THEY ARE SUBJECT TO THE REFERENCED STATUTES AND ASSOCIATED PENALTIES. Uwe hereby centy that the nforwition provided in. and in any attathments to. this application for aircraft registration is true, ao:uran and correct to the best of myfair knowledge and belief I1At understand that te FM adminstrator will rely on the informabco Wm provide n determning myfour gualthaton for aircraft regatatica Ilia understand that vAwiever, in any matter within the jurisdntion of anydepartment or agency of the Untied States. knovindy and whfuly falsifies. conceals, or cows up by any Vick scheme. a data any mate:3'180* slatemenl(s). representabon(s)oe enlry(ies) nay be fined up to $500.000 or irrprisoned (or Rol more tan hoe (5) years or both (18 U.S.C. §§ 1001 and 3511). Uwe understand that to knowingly and rattly: a) falsify or conceal a material fact orb) use a document knowing it cantins a false. fictitious or fraudulent slatemennentry: of c) provide my inaccurate, false statementIntrmation can sub)ect me to crimnal prosecution (49 U.S.C. § 46306), and the registration of the subject akcrall may be delayed. denied andfor revoked. NOTE: If executed for co-ownershlp, all applicants must sign. Use next page and add page(s) If necessary. 1 1) SIGNATURE: Digitally signed by RICHARD MUNKVOLD kl.L7wsUIU5FL515E3frimmK154745W DATE: TYPED/PRINTED NAME: Richard Munkvold CFO of Frontier Finance Co its Member TITLE: 12) SIGNATURE: DATE: TYPED/PRINTED NAME: I TITLE: NOTE: Except when the most recent registration of the subiect aircraft as expired or cancelled. 14 CFR 47.31(c) provides for an airworthy U.S. aircraft to be operated for up to 90 days within the United States wh n a copy of the signed aircraft registration application is carried in the aircraft whits awaiting issuance and receipt of the new registration certificate. AC Fern 80501 (0ng) Page I EFTA00022944 0 OneSpanTr OneSpan Sign Electronic Evidence Summary Signing Ceremony ID: ID: Name: Created: Completed: Summary document generated: Sender: Name: Documents: Electronic Disclosures and Signatures Consent N722JE 8050-1 ARA o44814eAIC Title_VohMXLY OneSpan Sign Electronic Evidence Summary Recipients: Name: Email: Role: ID: Name: Email: Role: ID: Electronic Disclosures and Signatures Consent N722JE 8050-1 ARA o44814eAIC Title_VohMXLY Audit Trail: Date and Time Recipient Action Document IP Other 2021-May-0620:30:27 (GMTZ) GMT RICHARD MUNKVOLD Signing Session For Recipient N/A 47.176.71.230 Signing session for rec• • lent- RICHARD MUNKVOLD) WknY7ZSandcO6AQmLkg13h1KGvQ, N722JE Aircraft Registration Application (ZDnBaHD) 2021-May-06 20:22:26 (GMTZ) GMT 2021-May-06 20:31:18 (GMTZ) GMT 2021-May-06 20:31:19 (GMTZ) GMT Melissa Koboldt 2 pages 1 page 2 pages Melissa Koboldt Owner 42EC2utgPCID RICHARD MUNKVOLD Richard_Munkvold- CFO_of_Frontier_Finance_ Richard_Munkvold- CFO_of_Frontier_Finance_ 1 accept 1 signature Co_its_Member Co_its_Member Copyright 2021, OneSpan. All Rights Reserved. EFTA00022945 2021-flay-0620:30:33 (GM TZ) GMT RICHARD MUNKVOLD View Electronic Disclosures and Signatures Consent 47.176.71.230 2021-May-06 20:30:44 (G MTZ) GMT RICHARD MUNKVOLD Accept Electronic Disclosures and Signatures Consent 47.176.71.230 Approval: d65214a0-5f98- 4db1-b219- 89e7bac45ce4 2021-May-0620:30:45 (G MTZ) GMT RICHARD MUNKVOLD Confirm Electronic Disclosures and Signatures Consent 47.176.71.230 2021-May-06 20:30:48 (G MTZ) GMT RICHARD MUNKVOLD View N722JE 8050-1 MA o44814eAlC Title_VohMXLY 47.176.71.230 2021-May-0620:31:10 (GMTZ)GNIT RICHARD MUNKVOLD Click To Sign N722JE 8050-1 ARA o44814eAlC Title_VohMXLY 47.176.71.230 Approval: signatureldl 2021-May-06 20:31:18 (G MTZ) GMT RICHARD MUNKVOLD Confirm N722JE 8050-1 MA o44814eAlt Title_VohMXLY 47.176.71.230 Copyright 2021, OneSpan. AR Rights Reserved. EFTA00022946 ORIGINAL INVOICE Page 1 of 1 SIKORSKY COMMERCIAL INC* Customer No. 301290 Invoice Number: 8117788 Invoice Date: February 04, 2021 Sales Order Sales Order Date Customer Contract or P/O No. 22278585 February 04, 2021 S76D12297PAP Remit To: SIKORSKY COMMERCIAL INC LOCKHEED MARTIN CORPORATION EFT/ACH/WIRE CITIBANK ABA CITIBANK ACCT SWIFT CHECKS JP MORGAN CHASE Ship To: HYPERION AIR. LLC Terms: Net 30 days Shipped from:. on: Via: CAU Bill of Lading: FCA:scllers place Ultimate End User: HYPERION AIR. LLC Payment will HYPERION AIR. LLC Be made by: Airway Bill Number: Item No. Stock/Part No. Description Condition 76C_MAIN_GEAR_BOX 76C_Main Gear Box AIRCRAFT SN 760750 Reporting Date: December 31, 2020 76C_INTER_GEAR_BOX 76C_Inte r_Gear_Box AIRCRAFT SN 760750 Reporting Date: December 31, 2020 76C_TAIL_GEAR_BOX 76C_Tail Gear Box AIRCRAFT SN 760750 Reporting Date: December 31, 2020 Quantity Unit UnitPrice(USD) NetAmount(USD1 8.30 EA 137.49 1,141.17 8.30 EA 9.24 76.69 8.30 EA 18.48 153.38 SUBTOTAL: 1,371.24 TAXES: 0.00 NET TOTAL: 1,371.24 TOTAL AMOUNT DUE: 1,371.24 •Sikorsky Commercial. Inc. is a registered trade name of Helicopter Support. Inc. (also referred to as "HSI") in the Connecticut towns of Shelton. Nonh Haven. Stratford and Trumbull. and a registered fictitious name of Helicopter Support. Inc. in the State of Maryland and the Commonwealth of Pennsylvania EFTA00022947 Tne following Wire/High Value Payment Incoming transactions for he current business day were reported at 12 06 PM CDT on 05107/2021 Anyyint 100.000.00 USD Account Bank Reference Customer Reference 0507367040 Text EFTA00022948 Iii bf. iliPAIOVENT Of RtVfNUF Suggested Format for Affidavit for Exemption of Aircraft Sold for Removal from the State of Florida by a Nonresident Purchaser 01400002 The fo lowing is a suggested format of an affidavit to be completed by the purchaser and furnished to the selling dealer. In order to satisfy the requirements for exemption, the affidavit must contain all of this information and be completed in full. Florida STATE OF COUNTY OF Broward N. 05/02 ' READ CAREFULLY BEFORE SIGNING'`'`* Before me this day appeared the affiant named below, who being duly sworn, states that: 1. I have read Rule 12A-1.007(10), Florida Administrative Code, and § 212.05, Florida Statutes; and 2. I am not a resident of the State of Florida and did not make my permanent place of abode In Florida at the time of taking delivery of the aircraft described below; and I am not engaged in Florida in any employment, trade, business, or profession for which the described aircraft will be used in Florida; and 4. I do not represent a corporation which has any officer or director who is a resident of Florida, or makes his or her permanent place of abode in Florida; and 5. I do not represent an artificial entity other than a corporation which has any individual vested with authority to participate in the management, direction, or control of the affairs of the entity who is a resident of Florida or makes his or her permanent place of abode in Florida; and 6. I agree to furnish the Florida Department of Revenue (within 30 days of the date of departure) written proof that this aircraft was licensed, titled, or registered outside Florida; and 7. I agree to furnish the Florida Department of Revenue (within 10 days of the date of departure) invoices for fuel, tie-down or hangar charges, repairs, or other similar documentation issued by an out-of-state vendor or supplier which identifies this aircraft and its timely removal (including the FAA registration number). PLEASE TYPE OR PRINT THE FOLLOWING INFORMATION: Industrial Integrity Solutions, LLC Name of purchaser SSN If purchaser is a corporation or partnership, list officers or partners T.I.N. Naar Purchaseessint address (Street) (City) (State/Country) (ZIP) Purchaser's daytime telephone number ( D.O.B. Purchasers driver's license number and state of issuance Purchaser's passport or visa number Name of selling dealer or broker Address of selling dealer (Street) (City) (State/Country) (ZIP) Selling dealer or broker's Florida certificate of registration number N/A Selling dealer or broker's telephone number Date of sale (Month) MAY (Day) (Year) 2021 (continued on reverse side) EFTA00022949 Description of Aircraft Make Serial number 760750 FAA registration number N722JE (Check one) New O Used aa Purchase Net purchase price $ 1.800,000.00 Trade-in $ price $ Primary location of aircraft while in Florida KFXE AIRPORT SIKORSKY Model S76C++ Year 2008 I claim exemption from Florida sales and use tax on the purchase price of the aircraft described herein under s. 212.05(1}(a)2, Florida Statutes, for the following reason (check one): O The aircraft will be removed from Florida within 10 days of the date of purchase. Gil The aircraft requires repairs, additions, or alterations and it will immediately be taken to a repair facility and will be removed from Florida within 20 days (excluding tolled days) after completion of the work. Under penalty of perjury, I declare that I have read the foregoing and the facts alleged are true to the best of my knowledge and belief. I understand that if I fail to comply with the requirements of this affidavit, I will be liable for payment of the tax and a mandatory penalty equal to the tax. Sworn to (or affirmed) and subscribed before me this day of Signature of Notary Print, type, or stamp name of Notary O Personally known O Produced identification Type of Identification: Signature of affiant/purchaser Distribution of Dom ments A et; reti he in The original original affidavit and a copy of the sales invoice, bill of sale, or closin ocument must be sent to the Florida Department of Revenue, Aircraft Enforcement Unit, P.O. Box 6417, Tallahass Ft. 32314-6417 within five (5) days of the date of sale. A copy of the affidavit must be retained by the selling dealer and made a part of the de The selling dealer or broker should provide the purchaser with a copy. Notice To Dealers s records. Affidavits not filed within five (5) days of the date of sale may not be accepted by the Department the selling dealer or broker may be billed for tax, penalty, and interest due. evenue and EFTA00022950 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of SM1 110171441,071 NO On MO\ ir 1 202.1 before me.alittki CieteCOV. (310(41.41Zitt\lini Rie1/411.• (insert name and title of the officer) personally appeared CO:1/412X> AVM k—k/ OL;r) who proved to me on the basis of satisfactory evidence to be the personforl whose name,(el is/a4 subscribed to the within instrument and acknowledged to me that he/sife/ady executed the same in his/peeir authorized capacityOg), and that by his/pet/9;4r signaturecier on the instrument the personcsor, or the entity upon behalf of which the persoracted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. JUUAN CARLOS GONZALES COMM. #2353114 Notary Public • California 3 cat oCrearn,27 2025 *midi EFTA00022951 SECOND AMENDMENT TO AIRCRAFT PURCHASE AGREEMENT This SECOND AMENDMENT TO AIRCRAFT PURCHASE AGREEMENT (this "Second Amendment") is made and entered into as of the 71° day of May, 2021 (the "Effective Date"), by and between Hyperion Air, LLC ("Seller") and Industrial Integrity Solutions, LLC ("Purchase?), and amends that certain Aircraft Purchase Agreeement by and between Seller and Purchaser entered into as of April 16, 2021 (the "Original Agreement"), as the same was previously amended by that certain First Amendment to Aircraft Purchase Agreeement by and between Seller and Purchaser made and entered into as of April 20, 2021 (said Original Agreement, as so amended, the "Agreement"), governing the purchase and the sale of that certain 2008 Keystone Helicopter (Sikorsky) model S-76C-++ aircraft, bearing manufacturer's serial number 760750, and currently registered with the United States Federal Aviation Administration as N722.IE. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to those terms in the Agreement. WHEREAS, Section 4(a) of the Agreement provides in relevant part that "...in no event shall the Closing take place later than May 7, 2021 (the "Closing Date")"; WHEREAS, the Parties desire to extend the May 7, 2021 Closing deadline provided for in Section 4(a) until May 13, 2021, so that May 13, 2021 is the absolute final and latest date by which Purchaser must close under the Agreement; and WHEREAS, Seller is willing to extend the May 7, 2021 Closing deadline until May 13, 2021, effective when and on the condition that immediately upon execution of this Second Amendment Purchaser increases the Deposit by delivering to the Escrow Agent an additional One Hundred Thousand Dollars ($100,000), and provided further that Purchaser agrees herein that the full amount of the Deposit, as so increased, is non-refundable and immediately, absolutely, and unconditionally due and payable to Seller regardless of whether or not the Closing occurs, and immediately instructs Escrow Agent to disburse the Deposit, as so increased, to Seller in accordance with Seller's disbursement instructions; NOW, THEREFORE, in consideration of these premises and the mutual covenants and agreements herein contained, the parties agree as follows: 1. Subject to the provisions of Paragraph 2 of this Second Amendment and effective if and only if Purchaser fully complies with such provisions, Section 4(a) of the Agreement is hereby amended in its entirety to read as follows: (a) The closing of this transaction ("the Closing") and delivery of the Aircraft to Purchaser shall take place at Fort Lauderdale Executive Airport KFXE, Florida ("the Closing Place") by not later than the Closing Date (as hereinafter defined), EFTA00022952 unless the parties subsequently agree upon a later date in writing, in which case such agreed upon date shall be deemed the "Closing Date". The Closing shall take place promptly after: (i) Purchaser's delivery of the Certificate of Technical Acceptance indicating Purchaser's Unconditional Acceptance of the Aircraft in accordance with Sections 3(f) and (h) hereof; and (2) confirmation from the Escrow Agent that the Escrow Agent has received the Purchase Price Balance from Purchaser and all Escrow Documents (as defined below), but in no event shall the Closing take place later than May 13, 2021 (the "Closing Date"). Seller and Purchaser hereby acknowledge that the passing of title, possession and delivery of the Aircraft shall take place within the state in which the Closing Place is located. The fuel costs and the expenses of Seller's flight crew, if any, in flying the Aircraft from the Inspection Facility to the Closing Place shall be the sole responsibility of and paid for by Purchaser. 2. Immediately following Purchaser's and Seller's execution of this Second Amendment, Purchaser shall increase the amount of the Deposit by delivering an additional One Hundred Thousand Dollars ($100,000) to the Escrow Agent, whereupon the full amount of the Deposit, as so increased i.e. Two Hundred Thousand Dollars ($200,000), hereinafter referred to as the "Increased Deposit"), shall be non-refundable and immediately, absolutely and unconditionally due and payable to Seller, regardless of whether or not a Closing shall thereafter occur. Concurrently with Purchaser's delivery of the additional amount of the Deposit to the Escrow Agent, Purchaser shall deliver to the Escrow Agent (and send a copy of the same to Seller) a signed written instruction directing the Escrow Agent to immediately disburse the Increased Deposit to Seller in accordance with Seller's disbursement directions, without any further writing or approval from Purchaser being required and without any requirement that a Closing occur. If and only if Seller receives the full amount of the Increased Deposit in accordance with Seller's disbursement instructions, the amount of the Purchase Price Balance required to be paid by Purchaser under the Agreement shall decrease to One Million Six Hundred Thousand Dollars ($1,600,000). The provisions of Paragraph I of this Second Amendment will not be effective unless and until Seller receives the full amount of the Deposit in accordance with Seller's disbursement instructions. 3. In the event of any inconsistencies between the provisions of the Agreement and the provisions of this Second Amendment, the provisions of this Second Amendment shall control in all respects. Except as expressly amended hereby, the provisions of the Agreement shall remain unchanged, valid and in full force and effect 4. This Second Amendment may be fully executed in separate counterparts by each of the parties hereto. Any signatures on this Second Amendment may be transmitted via facsimile or e-mail (in pdf format), which signatures shall be deemed originals for all purposes. [Signatures on the following page] 2 EFTA00022953 IN WITNESS WHEREOF, the parties hereto have executed this SECOND AMENDMENT TO AIRCRAFT PURCHASE AGREEMENT as of the day and year first written above. Seller: Hyperion Air, LLC By: Print: Darren Indyke Title: Authorized Representative Purchaser: Industrial Integrity Solutions, LLC By: Print: Rich Munkvold Title: Chief Financial Officer 3 EFTA00022954 SECOND AMENDMENT TO AIRCRAFT PURCHASE AGREEMENT This SECOND AMENDMENT TO AIRCRAFT PURCHASE AGREEMENT (this "Second Amendment") is made and entered into as of the 7t° day of May, 2021 (the "Effective Date"), by and between Hyperion Air, LLC ("Seller") and Industrial Integrity Solutions, LLC ("Purchaser"), and amends that certain Aircraft Purchase Agreeement by and between Seller and Purchaser entered into as of April 16, 2021 (the "Original Agreement"), as the same was previously amended by that certain First Amendment to Aircraft Purchase Agreeement by and between Seller and Purchaser made and entered into as of April 20, 2021 (said Original Agreement, as so amended, the "Agreement"), governing the purchase and the sale of that certain 2008 Keystone Helicopter (Sikorsky) model S-76C++ aircraft, bearing manufacturer's serial number 760750, and currently registered with the United States Federal Aviation Administration as N722JE. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to those terms in the Agreement. WHEREAS, Section 4(a) of the Agreement provides in relevant part that ". . .in no event shall the Closing take place later than May 7, 2021 (the "Closing Date")"; WHEREAS, the Parties desire to extend the May 7, 2021 Closing deadline provided for in Section 4(a) until May 13, 2021, so that May 13, 2021 is the absolute final and latest date by which Purchaser must close under the Agreement; and WHEREAS, Seller is willing to extend the May 7, 2021 Closing deadline until May 13, 2021, effective when and on the condition that immediately upon execution of this Second Amendment Purchaser increases the Deposit by delivering to the Escrow Agent an additional One Hundred Thousand Dollars ($100,000), and provided further that Purchaser agrees herein that the full amount of the Deposit, as so increased, is non-refundable and immediately, absolutely, and unconditionally due and payable to Seller regardless of whether or not the Closing occurs, and immediately instructs Escrow Agent to disburse the Deposit, as so increased, to Seller in accordance with Seller's disbursement instructions; NOW, THEREFORE, in consideration of these premises and the mutual covenants and agreements herein contained, the parties agree as follows: 1. Subject to the provisions of Paragraph 2 of this Second Amendment and effective if and only if Purchaser fully complies with such provisions, Section 4(a) of the Agreement is hereby amended in its entirety to read as follows: (a) The closing of this transaction ("the Closing") and delivery of the Aircraft to Purchaser shall take place at Fort Lauderdale Executive Airport KFXE, Florida ("the Closing Place") by not later than the Closing Date (as hereinafter defined), EFTA00022955 unless the parties subsequently agree upon a later date in writing, in which case such agreed upon date shall be deemed the "Closing Date". The Closing shall take place promptly after: (i) Purchaser's delivery of the Certificate of Technical Acceptance indicating Purchaser's Unconditional Acceptance of the Aircraft in accordance with Sections 3(f) and (h) hereof; and (2) confirmation from the Escrow Agent that the Escrow Agent has received the Purchase Price Balance from Purchaser and all Escrow Documents (as defined below), but in no event shall the Closing take place later than May 13, 2021 (the "Closing Date"). Seller and Purchaser hereby acknowledge that the passing of title, possession and delivery of the Aircraft shall take place within the state in which the Closing Place is located. The fuel costs and the expenses of Seller's flight crew, if any, in flying the Aircraft from the Inspection Facility to the Closing Place shall be the sole responsibility of and paid for by Purchaser. 2. Immediately following Purchaser's and Seller's execution of this Second Amendment, Purchaser shall increase the amount of the Deposit by delivering an additional One Hundred Thousand Dollars ($100,000) to the Escrow Agent, whereupon the full amount of the Deposit, as so increased (i.e., Two Hundred Thousand Dollars ($200,000), hereinafter referred to as the "Increased Deposit"), shall be non-refundable and immediately, absolutely and unconditionally due and payable to Seller, regardless of whether or not a Closing shall thereafter occur. Concurrently with Purchaser's delivery of the additional amount of the Deposit to the Escrow Agent, Purchaser shall deliver to the Escrow Agent (and send a copy of the same to Seller) a signed written instruction directing the Escrow Agent to immediately disburse the Increased Deposit to Seller in accordance with Seller's disbursement directions, without any further writing or approval from Purchaser being required and without any requirement that a Closing occur. Wand only if Seller receives the full amount of the Increased Deposit in accordance with Seller's disbursement instructions, the amount of the Purchase Price Balance required to be paid by Purchaser under the Agreement shall decrease to One Million Six Hundred Thousand Dollars ($1,600,000). The provisions of Paragraph 1 of this Second Amendment will not be effective unless and until Seller receives the full amount of the Deposit in accordance with Seller's disbursement instructions. L-a-,v-oceste.. 3. In the event of any inconsistencies between the provisions of the Agreement and the provisions of this Second Amendment, the provisions of this Second Amendment shall control in all respects. Except as expressly amended hereby, the provisions of the Agreement shall remain unchanged, valid and in full force and effect. 4. This Second Amendment may be fully executed in separate counterparts by each of the parties hereto. Any signatures on this Second Amendment may be transmitted via facsimile or e-mail (in pdf format), which signatures shall be deemed originals for all purposes. [Signatures on the following page] 2 EFTA00022956 IN WITNESS WHEREOF, the parties hereto have executed this SECOND AMENDMENT TO AIRCRAFT PURCHASE AGREEMENT as of the day and year first written above. Seller: Hyperion Air, LLC By: --1 OMrtid, Print: Darren Indyke Title: Authorized Representative Purchaser: Industrial Integrity Solutions, LLC By: Print: Rich Munkvold Title: Chief Financial Officer 3 EFTA00022957