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Financial record

Financial record

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

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:Melissa Kobola
Title:Escrow agent

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)

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

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 SystemHalogen Search Light
Led Recognition LightsEmergency Flotation System
Dual Crew FlashlightsManual Rotor Brake System
Maintenance
& InspectionsSikorsky Power Assurance Program
Phone Handset In
CabinBose Headset Jacks For Each Seat Location Nose Landing
Gear DoorsLed Landing Lights
Upper / Lower Led Anti-Collision LightsKeith Electric Air-Conditioned
Cockpit And Cabin First Aid KitHeated Windshields / Windshield Wiper
System Tinted Cabin Windows

Maintenance Tracking By Sikorsky lieloTrac

Inspection Status 36 Month C/W June 2019, Fresh Annual Jan 2021

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.

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)

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)

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

AIRCRAFT PURCHASE AGREEMENT

TO

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

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)

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]

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:

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)

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
all
Faults” at
Is, Where Is” condition and
”With		Florida and
disclaimers set forth
in the
subject to the waivers and		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:
STATE OF
) ss:
COUNTY OF
The foregoing instrument was acknowledged before me thisday of2021
by,as theof,a
on behalf of said

NOTARY PUBLIC, STATE OF

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 -

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”) , oomm and Ind l i Ime giiri mSol St Lls i ..CaNwliSiliability i i company, whose address is ustri o limi i• (“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

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 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 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.

(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 funds and release the Escrow Documents in accordance with the final order of a court of competent jurisdiction.

  1. 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.

  2. 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.

  3. (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 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.

  1. 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

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.

  1. 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.

  2. 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

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:

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.

Dollars.

(1) All payments provided for in this Agreement are to be made in United States

(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

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:

By:e -er Name: Rich Munkvold Title: &Iv INDUSTRIAL IN…c TEL SOLUTIONS, LLC

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:

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)

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

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 SystemHalogen Search Light
Led Recognition LightsEmergency Flotation System
Dual Crew FlashlightsManual Rotor Brake System
Maintenance
& InspectionsSikorsky Power Assurance Program
Phone Handset In
CabinBose Headset Jacks For Each Seat Location Nose Landing
Gear DoorsLed Landing Lights
Upper / Lower Led Anti-Collision LightsKeith Electric Air-Conditioned
Cockpit And Cabin First Aid KitHeated Windshields / Windshield Wiper
System Tinted Cabin Windows

Maintenance Tracking By Sikorsky HeloTrac

Inspection Status 36 Month C/W June 2019, Fresh Annual Jan 2021

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.

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)

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)

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

AIRCRAFT PURCHASE AGREEMENT

TO

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

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)

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]

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:

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)

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”).

Aircraft
accepts the
Purchaser
at		p.m., on2021
in
an “As
Faults"
"With
all
and
at
condition
Where
Is”
Is,		Florida
and
in
the
set forth
disclaimers
and
to the
waivers
subject		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:
STATE OF)
) ss:
COUNTY OF)
The foregoing instrument was acknowledged before me thisday of2021
by,as theof,a
on behalf of said

NOTARY PUBLIC, STATE OF

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

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.

  1. 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.

  2. 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

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

ARAUTP22AIRCRAFT REGISTRATION SYSTEM04/21/21
ARAUTM30LIMITED LIABILITY INQUIRY07:45
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

ARAUTS03AIRCRAFT REGISTRATION SYSTEM04/21/21
ARAUTM83AUTHORIZATION IMAGE INQUIRY07:45
1 of
Page		1
Status :
ACCEPT
Document DescriptionPaper Document Date
1. POWER OF ATTORNEYYES08/13/2013
2.
3.
4.
5.
6.
7.
8.
9.
10.
WINDOW 1 :
Enter-PF1---PF2---PF3---PF4---PF5---PF6---PF7---PF8---PF9---PF10—PF11—PF12---
PRINT MAIN BATCHPREV

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

EFTA00022904

ATTACHED DOCUMENT

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

Date: 26 Jul 2011 Fractional or Partial Interest: 100.000000% Seller. Freedom Air International, Inc.” Buyer. ASI Wings, LLC

Date: 13 Jun 2019 Fractional or Partial Interest: 100.000000% Seller. ASI Wings, LLC Buyer. Hyperion Air, LLC

Sale File #: 732496

Time (GMT): 18:01:37

4

Sale File #: 1644795

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

Date: 13 Jun 2019 Fractional or Partial Interest: 100.000000% Seller. ASI Wings, LLC Buyer: Hyperion Air, LLC

File #: 732506 Time (GMT): 18:06:15

Sale File #: 1644797

Time (GMT): 16:17:01

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

Sale

Date: 13 Jun 2019 Fractional or Partial Interest: 100.000000% Seller. ASI Wings, LLC Buyer: Hyperion Air, LLC

File #: 732512

File #: 1644796 Time (GMT): 16:03:04

Time (GMT): 18:11:56

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)

ATTACHED LLC DOCUMENT

r) HYPERION AIR LLC

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:

Prepared For: Equus Global Aviation LLC

Sherry Cannon

FAA UEN SEARCH AND INTERNATIONAL REGISTRY PRIORITY SEARCH ENGINE REPORT

MakeModelSerial No
TURBOMECA S.A.ARRIEL 2S2422857E

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

■0

Date: 13 Jun 2019 Fractional or Partial Interest: 100.000000% Seller. ASI Wings, LLC Buyer: Hyperion Air, LLC

Sale File #: 1644797

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:

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

Date: 26 Jul 2011 Fractional or Partial Interest: loaryymon Seller. Freedom Air International, Inc.” Buyer. ASI Wings, LLC

Sale File #: 732512

Time (GMT). 18:11:56

Page I of 2 EFTA00022909

Date: 13 Jun 2019 Fractional or Partial Interest: 100.000000% Seller. ASI Wings, LLC Buyer. Hyperion Air, LLC

Sale File #: 1644796

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:

Date: 26 Jul 2011 Fractional or Partial Interest: 100.000000% Seller. Freedom Air International, Inc.” Buyer: ASI Wings, LLC

Sale File #: 732496

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:

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

EFTA00022913

ATTACHED DOCUMENT

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

Date: 26 Jul 2011 Fractional or Partial Interest: 100.000000% Seller. Freedom Air International, Inc.” Buyer: ASI Wings, LLC

Date: 13 Jun 2019 Fractional or Partial Interest: 100.000000% Seller. ASI Wings, LLC Buyer: Hyperion Air, LLC

Sale File #: 732496

Time (GMT): 18:01:37

Sale File #: 1644795

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

Date: 26 Jul 2011 Fractional or Partial Interest: 100.000000% Seller. Freedom Air International, Inc.” Buyer: ASI Wings, LLC

Date: 13 Jun 2019 Fractional or Partial Interest: 100.000000% Seller. ASI Wings, LLC Buyer: Hyperion Air, LLC

Sale File #: 732512 Time (GMT): 18:11:56

Sale File #: 1644796

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

Sale

Date: 13 Jun 2019 Fractional or Partial Interest: mammon Seller. ASI Wings, LLC Buyer: Hyperion Air, LLC

File #: 732506

Time (GMT): 18:06:15

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)

ATTACHED LLC DOCUMENT

OD HYPERION AIR LLC

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:
Prepared For
Plan D LLC
Darren Indyke
FAA UEN SEARCH AND
INTERNATIONAL REGISTRY PRIORITY SEARCH
ENGINE REPORT
MakeModelSerial No
TURBOMECA S.A.ARRIEL 2S2422857E
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

Date: 13 Jun 2019 Fractional or Partial Interest: 100.000000% Seller. ASI Wings, LLC Buyer: Hyperion Air, LLC

Sale File #: 1644797

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 -
Of■
Ph:-
Eft
Email:
Darren IndykePrepared For
Plan D LLC
FAA UEN SEARCH AND
INTERNATIONAL REGISTRY PRIORITY SEARCH
ENGINE REPORT
MakeModelSerial No
TURBOMECA S.A.ARRIEL 25242286TEC
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
Date: 26 Jul 2011
Fractional or Partial Interest: loam:loom
Seller. Freedom Air International, Inc.‘
Buyer. ASI Wings, LLC		File #: 732512
Time (GMT): 18:11:56

Page I el? EFTA00022918

Date: 13 Jun 2019 Fractional or Partial Interest: 100.000000% Seller. ASI Wings, LLC Buyer. Hyperion Air, LLC

Sale File #: 1644796

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 -
or■
Ph:-
Eft
Email:
Prepared For
Plan D LLC
Darren Indyke
FAA TITLE SEARCH and
INTERNATIONAL REGISTRY PRIORITY SEARCH
AIRFRAME REPORT
Registration NoFormerlyMakeModelSerial No
N722JEN750AKEYSTONE HELICOPTER5-76C760750
Present Registered Owner
Owner Type: Limited Liability Company
Hyperion Air LLC
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
No Liens of RecordLIEN STATUS
7:29 AM CT on 04/21/2021.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
INTERNATIONAL REGISTRY SEARCH CRITERIA
registrations and the below-described sale(s).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
INTERNATIONAL REGISTRY STATUS
No Liens of RecordPage I o12

Date: 26 Jul 2011 Fractional or Partial Interest: 100.000000% Seller. Freedom Air International, Inc.” Buyer: ASI Wings, LLC

Sale File #: 732496

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:

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”).
    1. The jurisdiction in which the LLC is lawfully organized is the United States Virgin Islands.
    1. The effective date of the LLC is October 132012.
    1. 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:
NAMETYPE OF ENTITYU.S. CITIZENSHIP
VERIFICATION
Jeffrey E. EpsteinIndividualNO_
YES X
    1. The LLC is managed by a Manager.
    1. The managers, members or officers of this LLC may act independently YX
    1. 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:
NAMETYPE. OF ENTITYU.S. CITIZENSHIP
VERIFICATION
Lawrence VisoskiIndividualYES 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

EFTA00022922

REGISTRATIttl-DR. AIRCRAFT

FAA WITH FILED

All 13 RUG 2013 39 ‘7

CITY OKLAHOMA OKLAHOMA

*** NO RECORDS FOUND ***
ARAUTP18AIRCRAFT REGISTRATION SYSTEM05/05/21
ARAUTM85POA, RESLTN, GUARDN, RCVRSHP, BNKRPTCY, LLC14:46

Name : INDUSTRIAL INTEGRITY SOLUTIONS LLC

OPTIONAL

Effective Date

N-Number

TYPE

Display Expired N (POA Only)

*** NO RECORDS FOUND ***
ARAUTP18AIRCRAFT REGISTRATION SYSTEM05/05/21
ARAUTM85POA, RESLTN, GUARDN, RCVRSHP, BNKRPTCY, LLC14:47

Name : INDUSTRIAL INTEGRITY SOLUTIONS

OPTIONAL

Effective Date

N-Number

TYPE

Display Expired N (POA Only)

*** NO RECORDS FOUND ***
ARAUTP18AIRCRAFT REGISTRATION SYSTEM05/05/21
ARAUTM85POA, RESLTN, GUARDN, RCVRSHP, BNKRPTCY, LLC14:47

Name : INDUSTRIAL INTEGRITY

OPTIONAL

Effective Date

N-Number

TYPE

Display Expired N (POA Only)

ARAUTP18 AIRCRAFT REGISTRATION SYSTEM 05/05/21 ARAUTM23 POA, RESLTN, GUARDN, RCVRSHP, BNKRPTCY, LLC NAME SELECTION 14:47 Page 1 of 3

Name : INDUSTRIALTotal Names:
32
Name Range1 thru32
PKTNameTypeEff Date Trans Status WIP
1.INDUSTRIAL AEROBOTICS LLC (AZ) (EFF GRANTOR11/07/07 LLC
ACCEPT
2.INDUSTRIAL AIRCRAFT CORPORATIONGRANTOR11/30/73 POA
CONVERT
3.INDUSTRIAL AVIATION LLCGRANTOR12/18/95 LLC
ACCEPT
4.INDUSTRIAL BANKGRANTOR04/25/94 POA
CONVERT
5.INDUSTRIAL COMMERCIAL REALTY LLC (P GRANTOR12/20/04 LLC
ACCEPT
6.INDUSTRIAL CONTRACTING SERVICES LLC GRANTOR04/10/00 LLC
ACCEPT
7.INDUSTRIAL EQUILITES AIRCRAFT LEASI GRANTORLLC
REQ/REJ
8.INDUSTRIAL EQUIPMENT LEASING LLC (D GRANTOR10/05/10 LLC
ACCEPT
9.INDUSTRIAL EQUIPMENT SERVICES LLC ( GRANTOR09/22/06 LLC
ACCEPT
10.INDUSTRIAL EQUITIES AIRCRAFT LEASIN GRANTOR06/14/17 LLC
ACCEPT
11.INDUSTRIAL GROUP II LLC (NC)GRANTOR01/09/06 LLC
ACCEPT
12.INDUSTRIAL HELICOPTERS LLC (LA)GRANTOR10/06/11 LLC
ACCEPT
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ARAUTP18 AIRCRAFT REGISTRATION SYSTEM 05/05/21 ARAUTM23 POA, RESLTN, GUARDN, RCVRSHP, BNKRPTCY, LLC NAME SELECTION 14:47 Page 2 of 3

Name : INDUSTRIALTotal Names:32
Name Range1 thru32
PKTNameTypeEff Date Trans Status WIP
1.INDUSTRIAL INTERNATIONAL AVIATIONGRANTOR08/29/77 POACONVERT
2.INDUSTRIAL MARINE TECHNOLOGY LLCGRANTOR10/12/04 POAACCEPT
3.INDUSTRIAL MARINE TECHNOLOGY LLCGRANTOR07/24/00 POAACCEPT
4.INDUSTRIAL MARINE TECHNOLOGY LLCGRANTOR02/17/00 POAACCEPT
5.INDUSTRIAL MARINE TECHNOLOGY LLCGRANTOR12/29/99 LLCACCEPT
6.INDUSTRIAL NATIONAL BANK OF RHODE I GRANTOR08/17/78 POACONVERT
7.INDUSTRIAL NETWORKS LLC (MA)GRANTOR04/10/18 LLCACCEPT
8.INDUSTRIAL REALTY GROUP LLCGRANTOR01/21/15 POAACCEPT
9.INDUSTRIAL REALTY GROUP LLCAGENT03/01/13 POAACCEPT
10.INDUSTRIAL REALTY GROUP LLCGRANTOR03/09/12 POAACCEPT
11.INDUSTRIAL REALTY GROUP LLC (NV)GRANTOR05/05/99 LLCACCEPT
12.INDUSTRIAL SITE SERVICES INCGRANTORPOAREQ/REJ
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ARAUTP18 AIRCRAFT REGISTRATION SYSTEM 05/05/21 ARAUTM23 POA, RESLTN, GUARDN, RCVRSHP, BNKRPTCY, LLC NAME SELECTION 14:47 Page 3 of 3

Name : INDUSTRIALTotal Names:32
Name Range1 thru32
PKT
Name		TypeEff Date Trans Status WIP
1.INDUSTRIAL SYSTEMS & SERVICES CO LL GRANTOR04/10/09 POAACCEPT
2.INDUSTRIAL SYSTEMS & SERVICES COMPA GRANTOR06/06/05 POAACCEPT
3.INDUSTRIAL SYSTEMS & SERVICES COMPA GRANTOR01/01/05 LLCACCEPT
4.INDUSTRIAL TERMINALS MANAGEMENT LLC GRANTOR05/31/06 POAACCEPT
5.INDUSTRIAL TERMINALS MANAGEMENT LLC GRANTOR10/06/04 LLCACCEPT
6.INDUSTRIAL TRANSPORTATION & DISTRIB GRANTOR02/22/11 LLCACCEPT
7.INDUSTRIAL WASTE GROUP LLC (DE)GRANTOR09/19/00 LLCACCEPT
8.INDUSTRIAL-COMMERCIAL REALTY LLC (P GRANTOR01/01/05 LLCACCEPT
9.
10.
11.
12.
Enter Line Number for Name Selection:
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*** NO RECORDS FOUND ***
ARAUTP18AIRCRAFT REGISTRATION SYSTEM05/05/21
ARAUTM85POA, RESLTN, GUARDN, RCVRSHP, BNKRPTCY, LLC14:46

Name : INDUSTRIAL INTEGRITY SOLUTIONS LLC

OPTIONAL

Effective Date

N-Number

TYPE

Display Expired N (POA Only)

*** NO RECORDS FOUND ***
ARAUTP18AIRCRAFT REGISTRATION SYSTEM05/05/21
ARAUTM85POA, RESLTN, GUARDN, RCVRSHP, BNKRPTCY, LLC14:47

Name : INDUSTRIAL INTEGRITY SOLUTIONS

OPTIONAL

Effective Date

N-Number

TYPE

Display Expired N (POA Only)

*** NO RECORDS FOUND ***
ARAUTP18AIRCRAFT REGISTRATION SYSTEM05/05/21
ARAUTM85POA, RESLTN, GUARDN, RCVRSHP, BNKRPTCY, LLC14:47

Name : INDUSTRIAL INTEGRITY

OPTIONAL

Effective Date

N-Number

TYPE

Display Expired N (POA Only)

ARAUTP18 AIRCRAFT REGISTRATION SYSTEM 05/05/21 ARAUTM23 POA, RESLTN, GUARDN, RCVRSHP, BNKRPTCY, LLC NAME SELECTION 14:47 Page 1 of 3

Name : INDUSTRIALTotal Names:
32
Name Range1 thru32
PKTNameTypeEff Date Trans Status WIP
1.INDUSTRIAL AEROBOTICS LLC (AZ) (EFF GRANTOR11/07/07 LLC
ACCEPT
2.INDUSTRIAL AIRCRAFT CORPORATIONGRANTOR11/30/73 POA
CONVERT
3.INDUSTRIAL AVIATION LLCGRANTOR12/18/95 LLC
ACCEPT
4.INDUSTRIAL BANKGRANTOR04/25/94 POA
CONVERT
5.INDUSTRIAL COMMERCIAL REALTY LLC (P GRANTOR12/20/04 LLC
ACCEPT
6.INDUSTRIAL CONTRACTING SERVICES LLC GRANTOR04/10/00 LLC
ACCEPT
7.INDUSTRIAL EQUILITES AIRCRAFT LEASI GRANTORLLC
REQ/REJ
8.INDUSTRIAL EQUIPMENT LEASING LLC (D GRANTOR10/05/10 LLC
ACCEPT
9.INDUSTRIAL EQUIPMENT SERVICES LLC ( GRANTOR09/22/06 LLC
ACCEPT
10.INDUSTRIAL EQUITIES AIRCRAFT LEASIN GRANTOR06/14/17 LLC
ACCEPT
11.INDUSTRIAL GROUP II LLC (NC)GRANTOR01/09/06 LLC
ACCEPT
12.INDUSTRIAL HELICOPTERS LLC (LA)GRANTOR10/06/11 LLC
ACCEPT
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ARAUTP18 AIRCRAFT REGISTRATION SYSTEM 05/05/21 ARAUTM23 POA, RESLTN, GUARDN, RCVRSHP, BNKRPTCY, LLC NAME SELECTION 14:47 Page 2 of 3

Name : INDUSTRIALTotal Names:32
Name Range1 thru32
PKTNameTypeEff Date Trans Status WIP
1.INDUSTRIAL INTERNATIONAL AVIATIONGRANTOR08/29/77 POACONVERT
2.INDUSTRIAL MARINE TECHNOLOGY LLCGRANTOR10/12/04 POAACCEPT
3.INDUSTRIAL MARINE TECHNOLOGY LLCGRANTOR07/24/00 POAACCEPT
4.INDUSTRIAL MARINE TECHNOLOGY LLCGRANTOR02/17/00 POAACCEPT
5.INDUSTRIAL MARINE TECHNOLOGY LLCGRANTOR12/29/99 LLCACCEPT
6.INDUSTRIAL NATIONAL BANK OF RHODE I GRANTOR08/17/78 POACONVERT
7.INDUSTRIAL NETWORKS LLC (MA)GRANTOR04/10/18 LLCACCEPT
8.INDUSTRIAL REALTY GROUP LLCGRANTOR01/21/15 POAACCEPT
9.INDUSTRIAL REALTY GROUP LLCAGENT03/01/13 POAACCEPT
10.INDUSTRIAL REALTY GROUP LLCGRANTOR03/09/12 POAACCEPT
11.INDUSTRIAL REALTY GROUP LLC (NV)GRANTOR05/05/99 LLCACCEPT
12.INDUSTRIAL SITE SERVICES INCGRANTORPOAREQ/REJ
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Name : INDUSTRIALTotal Names:32
Name Range1 thru32
PKT
Name		TypeEff Date Trans Status WIP
1.INDUSTRIAL SYSTEMS & SERVICES CO LL GRANTOR04/10/09 POAACCEPT
2.INDUSTRIAL SYSTEMS & SERVICES COMPA GRANTOR06/06/05 POAACCEPT
3.INDUSTRIAL SYSTEMS & SERVICES COMPA GRANTOR01/01/05 LLCACCEPT
4.INDUSTRIAL TERMINALS MANAGEMENT LLC GRANTOR05/31/06 POAACCEPT
5.INDUSTRIAL TERMINALS MANAGEMENT LLC GRANTOR10/06/04 LLCACCEPT
6.INDUSTRIAL TRANSPORTATION & DISTRIB GRANTOR02/22/11 LLCACCEPT
7.INDUSTRIAL WASTE GROUP LLC (DE)GRANTOR09/19/00 LLCACCEPT
8.INDUSTRIAL-COMMERCIAL REALTY LLC (P GRANTOR01/01/05 LLCACCEPT
9.
10.
11.
12.
Enter Line Number for Name Selection:
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WIRE INSTRUCTIONS (TOTAL BUSINESS CHECKING)

EQUUS GLOBAL AVIATION, LLC

P MORGAN CHASE

WIRE ACCOUNT #: ROUTING#: SWIFT CODE:

Visoski Wire Info

Flying V Aviation, LLC c/o Lawrence Visoski Account Routing Wire:

Flying V Aviation, LLC do Lawrence Visoski
Bank of America,Phone
I Routing Wire:
Account

Statement in Support of Registration of a United States Civil Aircraft in the Name of a Limited Liability Company

Complete name of the Applicant:Industrial Intregrity Solutions, LLC
State in which LLC is organized:New Mexico
Effective date of formation of the LLC: October 7. 2016
Name of each member of the LLC:
Name of Member.		Tyne of Entity
(ie: individual, corporation,
partnership, etc.)		U.S. Citizenship Verification
James L. PrevitiIndividualY❑n
N
Frontier Finance Co.California Corp.YN
NE
(Please use additional sheets if additional space is required)Y
E]
LLC is managed by:		Manager(s)
Member(s)		Officer(s)
❑
If LLC is managed by Manager(s)/Officer(s)
Name of Managers)
Officer(s)		Type of Entity
(ie: individual, corporation,
partnership, etc.)		U.S. Citizenship Verification
(Please use additional sheets if additional space is required)
Can the managers, members or officers of this LLC act independently?

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’

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 Melissa Koboldt

Documents:

Electronic Disclosures and Signatures Consent2 pages
N722JE N722JE BOS (FInWSCn)1 page
N722JE WBOS2 pages
OneSpan Sign Electronic Evidence Summary2 pages

Recipients:

Name: Email: Role: ID: Name: Email: Role: ID: Electronic Disclosures and Signatures Consent N722JE N722JE BOS (FInWSCn) N722JE WBOS Name: Email: Role: ID:

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

Audit Trail:

Date and TimeRecipientActionDocumentIPOther
2021-May-06 17:40:01 (G MTZ) GMTLARRY VISOSKISigning Session
For Recipient		N/A174.194.139.168Signing session
for red • ient:
LARRY VISOSKI)
2021-May-06 17:40:11 (G MTZ) GMTLARRY VISOSKIViewElectronic
Disclosures and
Signatures
Consent		174.194.139.168
2021-May-06 17:42:36 (GMTZ) GMTLARRY VISOSKIAcceptElectronic
Disclosures and
Signatures
Consent		174.194.139.168Approval:
8e81c72a-d851-
47ec-bf2a
f81d7ac10f67
2021-May-06 17:42:37 (GMTZ) GMTLARRY VISOSKIConfirmElectronic
Disclosures and
Signatures
Consent		174.194.139.168
2021-May-0617:42:47 (GMTZ) GMTLARRY VISOSKIViewN722JE N722JE
BOS (FInWSCn)		174.194.139.168
2021-May-06 17:44:04 (GMTZ) GMTLARRY VISOSKIClick To SignN722JE N722JE
005 (FInWSCn)		174.194.139.168Approval:
XiW1KKxDUP8U
2021-May-06 19:47:50 (GMTZ) GMTLARRY VISOSKISigning Session
For Recipient		N/A174.195.144.56Signing session
for reci • ient:
LARRY VISOSKI)
2021-May-06 19:47:53 (GMTZ) GMTLARRY VISOSKIViewN722JE N722JE
005 (FInWSCn)		174.195.144.56
2021-May-06 19:50:49 (GMTZ) GMTLARRY VISOSKISigning Session
For Recipient		N/A64.183.118.170Signing session
for reci • ient:
LARRY VISOSKI)
2021-May-06 19:50:55 (GMTZ) GMTLARRY VISOSKIViewN722JE N722JE
BOS (FInWSCn)		64.183.118.170
2021-May-06 19:51:17 (GMTZ) GMTLARRY VISOSKIConfirmN722JE N722JE
BOS (FInWSCn)		64.183.118.170
2021-May-06 19:51:22 (GMTZ) GMTLARRY VISOSKIViewN722JE WBOS64.183.118.170
2021-May-06 19:51:30 (GMTZ) GMTLARRY VISOSKIClick To SignN722JE WBOS64.183.118.170Approval:
vDOPyjwxfsUO
2021-May-06 19:51:34 (GMTZ) GMTLARRY VISOSKIConfirmN722JE WBOS64.183.118.170

ORIGINAL: TO FAA:

AC Form 8050-2 (01/12) (NSN 0052-00-629-0003)

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]

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:

UNITED STATES OF AMERICA - DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION - MIKE M ONRON EY AERONAUTICAL CENTER

AIRCRAFT REGISTRATION APPLICATION

II UNITED STATES
N 722JE
REGISTRATION
NUMBER		4) TYPE OF REGISTRATIONQ
0 a		0 1. Individual
I Partnership
COON. eben
2) AIRCRAFT
MANUFACTURER
KEYSTONE HELICOPTERS-76C
0
AN PAODEL		IONIA One box.)0
0		4. Co-Owner
a Govemwent
a 7. United Liablity Company (LLC)
3) AIRCRAFT
SERIAL
760750
NUMBER		0
0		s. Homed:ten Caperation
B. Non-Cazen Ccepaabon Co-Owner
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
STATE IN
CITY:		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:
STATE
CITY:		ZIP:
)
CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS
10)
OWE CERTFY:		CERTIFICATION
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 or b) 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
TYPED/PRINTED		DATE:CFO of Frontier Finance Co its Member
Richard Munkvold
NAME:		TITLE:
SIGNATURE:DATE:
12)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.

0 OneSpanTr

OneSpan Sign Electronic Evidence Summary

Signing Ceremony ID:

ID:WknY7ZSandcO6AQmLkg13h1KGvQ,
Name:N722JE Aircraft Registration Application (ZDnBaHD)
Created:2021-May-06 20:22:26 (GMTZ) GMT
Completed:2021-May-06 20:31:18 (GMTZ) GMT
Summary document generated:2021-May-06 20:31:19 (GMTZ) GMT

Melissa Koboldt

2 pages 1 page 2 pages

Sender:

Name:

Documents:

Electronic Disclosures and Signatures Consent N722JE 8050-1 ARA o44814eAIC Title_VohMXLY OneSpan Sign Electronic Evidence Summary

Recipients:

Name:Melissa Koboldt
Email:
Role:Owner
ID:42EC2utgPCID
Name:RICHARD MUNKVOLD
Email:
Role:Richard_Munkvold
CFO_of_Frontier_Finance_
Co_its_Member
ID:Richard_Munkvold
CFO_of_Frontier_Finance_
Co_its_Member
Electronic Disclosures and Signatures Consent1 accept
N722JE 8050-1 ARA o44814eAIC Title_VohMXLY1 signature

Audit Trail:

Date and TimeRecipientActionDocumentIPOther
2021-May-0620:30:27 (GMTZ) GMTRICHARD
MUNKVOLD		Signing Session
For Recipient		N/A47.176.71.230Signing session
for rec• • lent
RICHARD
MUNKVOLD)
2021-flay-0620:30:33 (GM TZ) GMTRICHARD
MUNKVOLD		ViewElectronic
Disclosures and
Signatures
Consent		47.176.71.230
2021-May-06 20:30:44 (G MTZ) GMTRICHARD
MUNKVOLD		AcceptElectronic
Disclosures and
Signatures
Consent		47.176.71.230Approval:
d65214a0-5f98-
4db1-b219-
89e7bac45ce4
2021-May-0620:30:45 (G MTZ) GMTRICHARD
MUNKVOLD		ConfirmElectronic
Disclosures and
Signatures
Consent		47.176.71.230
2021-May-06 20:30:48 (G MTZ) GMTRICHARD
MUNKVOLD		ViewN722JE 8050-1
MA o44814eAlC
Title_VohMXLY		47.176.71.230
2021-May-0620:31:10 (GMTZ)GNITRICHARD
MUNKVOLD		Click To SignN722JE 8050-1
ARA o44814eAlC
Title_VohMXLY		47.176.71.230Approval:
signatureldl
2021-May-06 20:31:18 (G MTZ) GMTRICHARD
MUNKVOLD		ConfirmN722JE 8050-1
MA o44814eAlt
Title_VohMXLY		47.176.71.230

Terms: Net 30 days

Airway Bill Number:

TOTAL AMOUNT DUE: 1,371.24

Shipped from:. on: Via: CAU Bill of Lading: FCA:scllers place

Item No. Stock/Part
No.
76C_MAIN_GEAR_BOX
AIRCRAFT SN 760750
Reporting Date: December 31, 2020		Description
76C_Main
Gear Box		ConditionQuantity
8.30		Unit
EA		UnitPrice(USD)
137.49		NetAmount(USD1
1,141.17
76C_INTER_GEAR_BOX
AIRCRAFT SN 760750
Reporting Date: December 31, 2020		76C_Inte
r_Gear_Box		8.30EA9.2476.69
76C_TAIL_GEAR_BOX
AIRCRAFT SN 760750
Reporting Date: December 31, 2020		76C_Tail
Gear Box		8.30EA18.48153.38
TAXES:SUBTOTAL:
NET TOTAL:		1,371.24
0.00
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

Tne following Wire/High Value Payment Incoming transactions for he current business day were reported at 12 06 PM CDT on 05107/2021

Suggested Format for Affidavit for Exemption of Aircraft Sold for Removal from the State of Florida by a Nonresident Purchaser

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.

FloridaBroward
OF
STATE		COUNTY
OF
=C
11

’ 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
    1. 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
    1. 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
    1. 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
    1. 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
    1. 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:

Name of purchaserIntegrity Solutions, LLC
Industrial		SSN
If purchaser is a corporation or partnership, list officers or partnersNaar
T.I.N.
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 brokerN/A
Address of selling dealer (Street)
(City)(State/Country)(ZIP)
Selling dealer or broker’s Florida certificate of registration number
Selling dealer or broker’s telephone number
Date of sale (Month)		MAY
(Day)		2021
(Year)

(continued on reverse side)

Description of Aircraft
———-------------------------
MakeSIKORSKYS76C++
Model		2008
Year
Serial number760750FAA registration numberN722JE
(Check one)New OUsed aa
Purchase
price $		1.800,000.00Trade-in $Net purchase
price $
Primary location of aircraft while in FloridaKFXE AIRPORT

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.
Signature of affiant/purchaser
Sworn to (or affirmed) and subscribed before me this day of
Signature of NotaryA
reti
et;
in
he
Print, type, or stamp name of Notary
O Personally known
O Produced identification
Type of Identification:
Distribution of Dom ments

The 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 s records.

The selling dealer or broker should provide the purchaser with a copy.

Notice To Dealers

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

ACKNOWLEDGMENT
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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),

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.

  1. 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.

  2. 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

  3. 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]

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

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),

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.

  1. 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..

  1. 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.

  2. 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]

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

EFTA00022957

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