UNITED STATES OF AMERICA

UNITED STATES OF AMERICA US DEPARTMENT OF TRAMPORTAIION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FORM APPROVED OMB NO 2I70.0042 FOR AND IN CONSIDERATION OF TAD & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER WWI RI_ AIRCRAFT MANUFACTURER .5 MODEL BELL 460 AIRCRAFT SERIAL No. Qt01 g DOES THIS 6tAY OF fi lese- 2012 HEREBY SELL GRANT, TRANSFER AND DELIVER ALLRIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED 100% INTEREST IN SUCH AIRCRAFT UNTO: 06 Na INmo In Tut Dock FOR FAA USE ONLY NO4 .‘e.) z co w Itt ce 2 2 • p. D4C olL • A j1 - j) < CC • < LI- OWNING O LT an undivided 100% Interest CE re NAME AND ADDRESS INDIVIDVALIS).GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL) 414 Pettus(%) Gm \esc— tc.73 Foo woe Rom, Suns U/2. U1/251%-ssmtges-1-0t4 ^DELA wf 1/49..V tcrSO 5 Fl DEALER CERTIFICATE NUMBER AND C.( TaISCHTDRaltaXTORIL AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. 1 successors IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND-SSAL1111.5 6 s- DAY OF Ma n 444_ r 2012 SELLER NAME (S) OF SELLER "TYPE OR nano) SIGNATURE (S) ON INK) (IF EXECUTED FOR CO OwN ERSHIP. ALL MUST :A -... TITLE OYPEDOR PRINTED) ("OVALS/ LL, fitACKTS l NC CO likUSTEE :) git. .11,e fr a A Director William P Merriam Jnr ACKNOWLEDGEMENT MOT REOUIRFD FOR PURPOSES OF FAA RFCCIRODIO. NOWFVCR MAY RP RFOIIIRFO RV i MAT. I AY. FAR Val iniTv cm TUC MICTIPIHUrNIT '1 ORIGINAL: TO FAA EFTA00307708 TORN APEROvE0 MO No 2,2005L2 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION sielaerAL RAMON Abliellitillefate ate SOS a APCRAFT REOCCUPATION APPLICATION CERT. ISSUE DATE REG UNITE RATION D STANUMTES BER N 901 RL IST MRCRAFT MANUFACTURER 4 MODEL Bell 430 AIRCRAFT SERIAL No 49078 FOR FAA USE ONLY TYPE OF REGISTRATION Puck Tee MG It ' eman U I. Individual O 2. Panneah (21 3. Corporation O a Co-owner O 5. Gov,. D S. cdPoraom NAME GE *MILITANT (Per/ONR Sewn on elyklenCe Of Oesersho It hicimckse. owe last neie a st name. and .m0m0 anal I Hyperion Air, Inc. TELEPHONE MASER: ( ) ADDRESS (Pemmisarit mailine MOM Tor anal eepteani Ped.)0( BOX Steed. Physical address most also be than") Number and street 103 Paul k Rnstri qiiii to 207 Run/ Route sem CITY Wilmington STAGE Delaware SP CODE 19803 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A ISM Of 06h0nOsi answer b any quesaon an TMs application may be wounds ben winnowed by fine and impoSorment (U.S Cods. Tale IS. Sec Melt y— i CERTIFICATION IAVE CERTIFY (i) The en abase a is caned by me undersigned .opium vito illicit" bncludAg ccelaXatiOnst of the USW MSS. (Fa Keno Trust gist named maim I oi CHECK ONE AS APPROPRIATE.: a 0 A towdent Wien. KIT Yam tegnifation Won 1.151 Cl Foe, 1.551) No. Sc O A nand :ten Caparelkin organised and doing taneness seder VW laws of (Stale) mg sad aroma i s bust NH Pnweelly used in Me Wiled Mies Records or Sght tsars se avole* S WelPesaletn el (2) That TM afrase is nol nogatend under the laws of any kireicn musty. and (3) TM 5gM Tivaento 01 ohhatfaila lis eetacbad or has boon NW wait to Sawa iwation Awrinnumen NOTE' If exocuted 10, CO-ownership all applicants nets, Sign Use reverse side If necessary TYPE OR PRINT NAME BELOW SIGNATURE Ill B.Z ill g i 1{ 5/MATURE ICIOSiLIILi. &LS* TITLE fl is/e- sa..vtan1 DATE a 4.470.4 SIGNATURE bar(Crl Zt -Idt VC. DATE • SIGNATURE TITLE DATE NOTE ihe Cornice) AMP Regievaison. may be opecatoe foi a nor n !Naiad 90 a wool el el me ECM penal days. duns, stew an* ihe PIE CePY of in aPPISMOn "al Ile cam .° in tho a/c/all AC Fain 8050-1 (5/03) (0052-00-628-9007) EFTA00307709 DELIVERY RECEIPT Bell 430 helicopter Manufacturer's Serial No. 49078 N9OIRL Pursuant to the Aircraft Purchase Agreement (the "Agreement") dated February 28, 2012 (the "Agreement") by and between BOVALE DEVELOPMENTS, INC., Trustee, a Delaware corporation, and BOVALE DEVELOPMENTS, Trustor, a Irish company (together the "Seller), and HYPERION AIR, INC., a Delaware corporation ("Purchaser"), Purchaser hereby acknowledges the delivery and acceptance of one Bell 430 helicopter bearing Manufacturer's Serial No. 49078 and U.S. Registration No. N901RL, together with two (2) Rolls Royce model 250-C40B engines bearing Manufacturer's Serial Nos. CAF-844167 and CAE844169, and all avionics, equipment, systems, furnishings and accessories installed on, contained in or attached to said aircraft and/or engines, and also including all loose equipment that is normally or currently part of or associated with said aircraft and/or engines, and all aircraft records and documents associated with said aircraft, engines, avionics, equipment (including loose equipment), systems, furnishing and/or accessories, all as is more particularly described in Exhibit A and Exhibit A-1 attached to the Agreement, and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, checklists, drawings, any issued FAA Form 337's, warranty documents, and all other records and paperwork in Seller's possession relating to the above-described aircraft, engines, avionics, equipment (including loose equipment), systems, furnishings and/or accessories (collectively, the "Aircraft"). Purchaser accepts the Aircraft at S:/e0 11, on March 6 , 2012 in an "As Is, Where Is" condition and "With all Faults" at Camberly , urrey, United Kingdom, and subject to the waivers and disclaimers set forth in the Agreement. TOTAL TIME ON AIRFRAME AT DELIVERY: 1,660:00 hours TOTAL TIME ON ENGINES AT DELIVERY: Engine No. 1 (MSN CAE844167): 1,660:00/2,020.00 hours/cycles Engine No. 2 (MSN CAE/344169): 1,660:00/2,020.00 hours/cycles TOTAL LANDINGS AT DELIVERY: not known HYPERION AIR, INC. By: OMA.t.tk kik Name: Darren Indyke Title: Vice President Date: March G 2012 EFTA00307710 EXHIBIT B WARRANTY BILL OF SALE The undersigned, Bovale Developments, Inc., Trustee, a Delaware corporation, and Bovale Developments, Trustor, a Irish company (together the "Seller"), is the owner of the full legal and beneficial title in and to the Bell 430 helicopter bearing Manufacturer's Serial No. 49078 and U.S. Registration No. N90 I RL, together with two (2) Rolls Royce model 250-C4OB engines bearing Manufacturer's Serial Nos. CAE844167 and CAE844169, and all avionics, equipment, systems, furnishings and accessories installed on, contained in or attached to said aircraft and engines, and also including all loose equipment that is normally or currently part of or associated with said aircraft and engines, and all aircraft records and documents associated with said aircraft, engines, avionics, equipment (including loose equipment), systems, furnishing and/or accessories, all as is more particularly described in Exhibit A and Exhibit A-1 attached to that certain Aircraft Purchase Agreement dated February 28, 2012 by and between Seller and Hyperion Air, Inc., a Delaware corporation ("Purchaser"), and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, checklists, drawings, any issued FAA Form 337's, warranty documents, and all other records and paperwork in Seller's possession relating to the above-described aircraft, engines, avionics, equipment (including loose equipment), systems, furnishings and/or accessories (collectively, the "Aircraft"). 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, Seller does hereby grant, bargain, sell, convey, transfer and deliver unto Purchaser, 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 legal owner 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 claims, leases, trusts, liens, security interests, mortgages, encumbrances, Prospective International Interests, International Interests, Contracts of Sale, Prospective Sales and any other rights of others, including, without limitation, any outstanding or delinquent taxes or fees or duties attributable to or imposed on or asserted against the Aircraft by any taxing jurisdiction, 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 OF SELLER SET FORTH IN THE PRECEDING SENTENCE, THE AIRCRAFT IS HEREBY SOLD TO PURCHASER IN ITS "AS IS, WHERE IS" CONDITION AND "WITH ALL FAULTS." IN WITNESS WHEREOF, Seller has caused this Warranty Bill of Sale to be executed by its duly authorized officer, as of this 4 day of Ain's/ , 2012. BOVALE DEVELOPMENTS. TRUSTOR BOVALE DE V ENTS, INC., TRUSTEE By: By: J Name: Name: John W 'eht Title: Title: iecretary EFTA00307711 EXHIBIT B WARRANTY BILL OF SALE The undersigned, Bovale Developments, Inc., Trustee, a Delaware corporation, and Bovale Developments, Trustor. a Irish company (together the "Seller"), is the owner of the full legal and beneficial title in and to the Bell 430 helicopter bearing Manufacturer's Serial No. 49078 and U.S. Registration No. N90I RL, together with two (2) Rolls Royce model 250-C40B engines bearing Manufacturer's Serial Nos. CAE844167 and CAE844169, and all avionics, equipment, systems, furnishings and accessories installed on, contained in or attached to said aircraft and engines, and also including all loose equipment that is normally or currently part of or associated with said aircraft and engines. and all aircraft records and documents associated with said aircraft, engines, avionics. equipment (including loose equipment), systems. furnishing andlor accessories. all as is more particularly described in Exhibit A and Exhibit A-I attached to that certain Aircraft Purchase Agreement dated February 28, 2012 by and between Seller and Hyperion Air, Inc., a Delaware corporation ("Purchaser"), and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, checklists, drawings, any issued FAA Form 337's, warranty documents, and all other records and paperwork in Seller's possession relating to the above-described aircraft, engines. avionics, equipment (including loose equipment), systems, furnishings and/or accessories (collectively, the "Aircraft"). 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, Seller does hereby grant, bargain, sell, convey, transfer and deliver unto Purchaser, 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 legal owner 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 claims, leases, trusts, liens, security interests, mortgages, encumbrances, Prospective International Interests. International Interests, Contracts of Sale. Prospective Sales and any other rights of others, including, without limitation, any outstanding or delinquent taxes or fees or duties attributable to or imposed on or asserted against the Aircraft by any taxing jurisdiction, 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 OF SELLER SET FORTH IN THE PRECEDING SENTENCE. THE AIRCRAFT IS HEREBY SOLD TO PURCHASER IN ITS "AS IS, WHERE IS" CONDITION AND "WITH ALL FAULTS." IN WITNESS WHEREOF, Seller has caused this Warranty Sill of Sale to be executed by its duly authorized officer, as of this 6 day of AA, teed, . 2012. DEVELOPMENTS. TRUSTOR BOVA E ii. BOVALE DEVELOPMENTS, INC., TRUSTEE By: /AAA - ;no -at i By: Na 8: If Cj innt - ger - ;4 t9.1 Name: Title: .21,-7 t.e ..to c for - Title: EFTA00307712