EFTA00080106¶
EXHIBIT C¶
TO¶
AIRCRAFT PURCHASE AGREEMENT¶
BY AND BETWEEN HYPERION AIR, LLC AND INDUSTRIAL INTEGRITY SOLUTIONS, LLC¶
CERTIFICATE OF TECHNICAL ACCEPTANCE¶
2008 KEYSTONE (SIKORSKY) S-76C++ HELICOPTER¶
Manufacturer’s Serial No. 760750¶
U.S. Registration No. N722JE¶
(See Attached)¶
18¶
EFTA00080107¶
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-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. This is to Certify as follows:¶
Unconditional Acceptance:¶
Purchaser hereby certifies that Purchaser has completed its Pre-Purchase Inspection of the Aircraft in accordance with the provisions of the Agreement on the date written below, and Purchaser has Technically Accepted the Aircraft in its “as is”, “where-is” and “with all faults” condition. The Deposit has become non-refundable and may be disbursed only as and when provided in the Agreement. This confirmation constitutes Purchaser’s Unconditional Acceptance as provided in Sections 3(f) and (h) of the Agreement;¶
Dated:¶
INDUSTRIAL INTEGRITY SOLUTIONS, LLC¶
By:___¶
Name:¶
Title:¶
EXHIBIT D¶
19¶
EFTA00080108¶
TO¶
AIRCRAFT PURCHASE AGREEMENT¶
BY AND BETWEEN HYPERION AIR, LLC AND INDUSTRIAL INTEGRITY SOLUTIONS, LLC¶
TERMINATION NOTICE¶
2008 KEYSTONE (SIKORSKY) S-76C++ HELICOPTER¶
Manufacturer’s Serial No. 760750¶
U.S. Registration No. N722JE¶
Reference is made to the provisions of Sections 3(f) and (g) of the Aircraft Purchase Agreement dated April ___, 2021 (the “Agreement”) by and between HYPERION AIR, LLC, a U.S. Virgin Islands limited liability company (“Seller”), and INDUSTRIAL INTEGRITY SOLUTIONS, LLC, a New Mexico limited liability company (“Purchaser”), relating to the purchase and sale of one used 2008 Keystone (Sikorsky) model S-76C++ helicopter, bearing manufacturer’s serial number 760750, and currently registered with the United States Federal Aviation Administration (the “FAA”) as N722JE, together with said aircraft’s two (2) Turbomeca S.A. model Arriel 2S2 engines bearing Manufacturer’s Serial Nos. 42285TE and 42286TEC, and with all avionics, equipment systems, furnishings and accessories installed on, contained in or attached to said aircraft and engines, all as is more particularly described on Exhibit A, and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, and all other records and paperwork relating to the above-described aircraft and engines in Seller’s possession (collectively, the “Aircraft”). Capitalized terms used but not otherwise defined in this Certificate shall have the meanings ascribed to such terms in the Agreement.¶
Purchaser hereby confirms that Purchaser has completed its Pre-Purchase Inspection of the Aircraft in accordance with the provisions of the Agreement on the date written below, and Purchaser has rejected the Aircraft. This shall constitute Purchaser’s Termination Notice in accordance with Sections 3(f) and (g) of the Agreement. The Escrow Agent is directed to return the Deposit to Purchaser, whereupon all further obligations of Seller and Purchaser pursuant to the Agreement shall cease, except those relating to expenses and confidentiality as provided in Sections 12(n) and (o) of the Agreement.¶
Dated:¶
[NAME OF PURCHASER]¶
By:___¶
Name:¶
Title:¶
EXHIBIT E¶
TO¶
20¶
EFTA00080109¶
AIRCRAFT PURCHASE AGREEMENT¶
BY AND BETWEEN HYPERION AIR, LLC AND INDUSTRIAL INTEGRITY SOLUTIONS, LLC¶
WARRANTY BILL OF SALE¶
2008 KEYSTONE (SIKORSKY) S-76C++ HELICOPTER¶
Manufacturer’s Serial No. 760750¶
U.S. Registration No. N722JE¶
(See Attached)¶
21¶
EFTA00080110¶
WARRANTY BILL OF SALE¶
Pursuant to that certain Aircraft Purchase Agreement, dated April ___, 2021 (the “Agreement”), by and between HYPERION AIR, LLC, a U.S. Virgin Islands limited liability company (“Seller”), and INDUSTRIAL INTEGRITY SOLUTIONS, LLC, a New Mexico limited liability company (“Purchaser”), for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Seller, and being the owner of the full legal and beneficial title in and to that certain used 2008 Keystone (Sikorsky) model S-76C++ helicopter, bearing manufacturer’s serial number 760750, and currently registered with the United States Federal Aviation Administration (the “FAA”) as N722JE, together with said aircraft’s two (2) Turbomeca S.A. model Arriel 2S2 engines bearing Manufacturer’s Serial Nos. 42285TE and 42286TEC, and with all avionics, equipment systems, furnishings and accessories installed on, contained in or attached to said aircraft and engines, all as is more particularly described on Exhibit A, and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, and all other records and paperwork relating to the above-described aircraft and engines in Seller’s possession (collectively, the “Aircraft”),¶
Seller does hereby grant, bargain, sell, convey, transfer and deliver unto Purchaser, its successors and assigns, all of Seller’s right, title and interest in and to the Aircraft.¶
Seller hereby warrants to Purchaser, its successors and assigns, that Seller is the lawful full legal, record and beneficial owner of 100% of the Aircraft and that there is hereby conveyed to Purchaser good and marketable title to the Aircraft, free and clear of any and all leases, liens, claims, encumbrances and rights of third parties whatsoever, and Seller will warrant and defend such title forever, at the sole expense of Seller, against all claims and demands whatsoever.¶
EXCEPT FOR THE WARRANTIES SET FORTH IN THE IMMEDIATELY PRECEDING PARAGRAPH (THE “EXPRESS WARRANTIES”), THE AIRCRAFT AND EACH PART THEREOF IS BEING SOLD TO PURCHASER HEREUNDER IN ITS “AS IS, WHERE IS” CONDITION AND “WITH ALL FAULTS” EFFECTIVE AT THE CLOSING. EXCEPT FOR THE EXPRESS WARRANTIES, NEITHER SELLER NOR ITS AGENTS, REPRESENTATIVES OR EMPLOYEES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WHATSOEVER TO PURCHASER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES, THERE IS (I) NO WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES AS TO THE AIRWORTHINESS OR PHYSICAL CONDITION OF THE AIRCRAFT, (II) NO IMPLIED WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE AIRCRAFT, (III) NO IMPLIED WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, AND (IV) NO WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES AGAINST PATENT INFRINGEMENT OR THE LIKE.¶
[Signature on following page]¶
22¶
EFTA00080111¶
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:___¶
23¶