Professional administration services agreement for aircraft interest registration

EFTA00085864¶

INTERNATIONAL REGISTRY PROFESSIONAL ADMINISTRATION SERVICES AGREEMENT¶

This agreement is between Industrial Integrity Solutions, LLC as Transacting User Entity (“TUE”) and AIC TITLE SERVICE, LLC, as Professional Administrator (“PA”).¶

• TUE anticipates registering interests with the International Registry (“IR”) created pursuant to the Convention on International Interests in Mobile Equipment (the “Convention”), the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment (“Protocol”), both signed in Cape Town, South Africa on November 16, 2001, together with the Regulations for the International Registry (“Regulations”), the International Registry Procedures (“Procedures”), the International Registry Website Terms and Conditions (“Terms and Conditions”) and all other rules, amendments, supplements, and revisions (collectively the “CTT”).

• PA is an approved Professional User Entity under the CTT and PA and its employees and agents providing services under this agreement have each been or will be approved as a Professional User of PA.

• PA has agreed to assist TUE with establishing TUE as an approved Transacting User Entity and with registering interests on the IR.

The parties agree as follows:¶

1. Services. TUE appoints PA as its agent and authorizes PA to perform the following services:

a. Establish an account in the name of the TUE as a Transacting User Entity on the IR¶

b. Appoint an employee or agent of PA as the TUE’s Administrator to communicate with the IR on behalf of the TUE;¶

c. Appoint or assist TUE with appointing one or more (i) Transacting Users, as may be designated from time to time by TUE, or (ii) Professional Users (which may be one or more employees or agents of TUE) to act for TUE when delegated authority by the Administrator;¶

d. PA’s employees or agents as an Administrator or Professional User for TUE, shall be authorized to perform any and all functions of an Administrator or Professional User as contemplated and authorized under the CTT, including initiating or consenting to the registration of international interests, sale or contracts of sale with the IR (including amending, subordinating, subrogating, discharging or assigning said registrations) or specifically delegating the authority to make such registrations with the IR to another Transacting User or Professional User;¶

e. Obtain Priority Search Certificates, Informational Searches, or Contracting State Search Certificates from the IR as requested by the TUE or as necessary in the discretion of PA or its employees or agents acting reasonably;¶

f. PA’s employees or agents acting as Administrator or Professional User for TUE shall not take any action with respect to the IR on behalf of the TUE until TUE specifically authorized in writing (which may include email or fax instructions);¶

g. If at any time PA’s employees or agents acting as Administrator or Professional User for TUE are not certain how to proceed, for any reason, they may refuse to take any action until they receives written instructions from TUE in a form and with content acceptable to PA.¶

2. Authority and Binding Actions.¶

a. Any actions by PA’s employees or agents on behalf of TUE when dealing with the IR will be subject to the most current Regulations, Procedures and Terms and Conditions set forth on the IR website, https://www.internationalregistry.aero.¶

b. TUE is also bound by the Regulations, Procedures, Terms and Conditions, shall ratify any actions PA’s employees or agents performance in accordance with the terms of this Agreement, and shall complete the TUE Information Form attached and incorporated by reference as Exhibit A.¶

Contract No. ___ (for PA use only)¶

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EFTA00085865¶

c. TUE shall execute and return to PA the Confirmation of Entitlement to Act (“CEA”) form attached as Exhibit B. This form is required by and must be submitted by PA to the IR, must be signed by an officer or senior manager of the TUE (the TUE is called the “Entity” on this form), notes the Back-Up Contact appointed by the TUE, and may not be altered in any way.¶

d. PA’s employees or agents acting as Administrator or Professional User for TUE shall, upon receipt of direction from the individual authorized to act on behalf of TUE as provided in Exhibit A (the “Backup Contact”) in form acceptable to Agent, be authorized to perform any and all functions of an Administrator or Professional User as contemplated and authorized under the CTT,¶

3.	Fees. PA shall charge the fees and costs as set forth below:

Service	Total Fees
1. Assist parties with establishing a TUE and Agent acts as Administrator for a TUE. Renewal fees are the same price.	$400(1 year)
2. Make registrations with the IR as Administrator or as a designated PUE per one(1)airframe and two(2)associated engines Assist.	$300for each registration
3. As Administrator, specifically delegate authority to make registrations to another PUE or TUE.	$25/aircraft object
4. Obtain IR search certificates-----per aircraft and two associated engines.	$300

a. TUE shall pay all PA’s fees and costs in advance of services rendered, by either wire transfer or credit card.¶

b. PA’s fees may be modified from time to time upon PA sending TUE a revised fee schedule.¶

4. Limitation on PA’s Liability.¶

a. TUE acknowledges that PA’s employees and agents acting as Administrator or Professional User for TUE are acting as representatives of PA and not in any individual capacity.¶

b. PA and its employees and agents acting as Administrator or Professional User will not be responsible or liable for any matters relating to or arising from the failure of the IR or the failure or malfunction of any of the IR’s or PA’s computers or computer systems.¶

c. PA and its employees and agents acting as Administrator or Professional User for TUE shall be entitled to rely, without investigation, upon any document, instrument, instruction, notice, consent, certificate, statement, signature or writing (collectively, a “Communication”) delivered to them (whether email, facsimile or otherwise) that purports to have been signed, executed or sent by TUE or any person acting by or for TUE, as conclusive evidence that the person or entity signing, executing or sending any such Communication had full and complete authority to do so on behalf of TUE.¶

d. TUE agrees to indemnify and hold PA and its employees and agents acting as Administrator or Professional User for TUE harmless from all losses, costs, damages, expenses and attorneys’ fees suffered or incurred by them arising from their acts or omissions related to or in the good faith performance of this Agreement, except such acts or omissions as may be the result of their willful misconduct or gross negligence.¶

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EFTA00085866¶

TITLE SERVICE¶

5. Term. This agreement will terminate by either party giving ten (10) days written notice to the other. Upon termination of this Agreement, and upon payment of all fees owed to PA, PA will promptly appoint TUE Contact (or such other person as designated in writing by TUE Contact) as the Administrator for TUE.

6. Notices. Any notice or communication shall be given in writing by serving the same upon the party to whom the notice is addressed by telecopy/facsimile, email, via overnight courier service, or by certified mail, return receipt requested, at the following addresses:

PA:¶

TUE: As provided in the TUE Information form (Exhibit A)¶

7. Governing Law Venue. This agreement shall be construed in accordance with, and all actions arising under or in connection with this agreement shall be governed by, the internal laws of the State of Oklahoma (without reference to conflict of law principles). Any suit, action or other legal proceeding arising out of or relating to this Agreement shall be brought exclusively in the United States District Court for the Western District of Oklahoma or the District Court for Oklahoma County. The parties agree to submit to personal jurisdiction in the foregoing courts and to venue in those courts.

8. Fax and Email Delivery and Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. The exchange of copies of this Agreement by facsimile transmission or email shall constitute effective execution and delivery and may be used in lieu of the original Agreement for all purposes.

9. Assignment. This Agreement may not be assigned, transferred or otherwise disposed of by either party without consent of the parties.

10. Entire Agreement. This agreement and the attached exhibits contain the entire agreement of the parties with respect to the subject matter of this agreement, and supersede all prior negotiations, agreements and understandings. This agreement may only be amended by a written document duly executed by all parties.

11. Effectiveness; Date. This agreement will become effective when all the parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party’s signature) will be deemed the date of this agreement.

TUE: Industrial Integrity Solutions, LLC a New Mexico Limited Liability Company¶

Printed Name: Richard Munkvold¶

Signature:¶

Title: Chief Financial Officer¶

Date: 5-5-21¶

PA: AIC Title Service, LLC¶

Signature: ___¶

Title: International Registry Specialist¶

Date: ___¶

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EFTA00085867¶

Exhibit A¶

TUE INFORMATION FORM¶

TUE Information:¶

Company Name: Industrial Integrity Solutions, LLC a New Mexico Limited Liability Company¶

Street Address:¶

Street Address: ___¶

P. O. Box: ___¶

City: Ontario¶

State: Ca¶

Zip Code¶

Country: USA¶

BACKUP CONTACT Information:¶

Backup Contact: Rich Munkvold¶

Title: Chief Financial Officer¶

Phone:___¶

Fax: ___¶

Email:¶

Alternate Backup Contact: Tia Goodman¶

Title: Controller¶

Phone:¶

Email:¶

Return the following with this form and your completed CEA form (Exhibit B) to PA:¶

1. If TUE is a corporation or limited liability company, a copy of a certificate of incorporation or formation, as applicable.

2. If the TUE is an individual, a legible copy of your driver’s license and/or passport.

Contract No. ___ (for PA use only)¶

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