EFTA00085830


Title:

EXHIBIT D

TO

# AIRCRAFT PURCHASE AGREEMENT

# BY AND BETWEEN HYPERION AIR, LLC AND PREVITI BROTHERS CHARTER SERVICES, LLC 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 March-April ___, 2021 (the "Agreement") by and between HYPERION AIR, LLC, a U.S. Virgin Islands limited liability company ("Seller"), and PREVITI-BROTHERS CHARTER SERVICES, LLC INDUSTRIAL INTEGRITY SOLUTIONS, LLC, a California 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]

20