AIRCRAFT PURCHASE AGREEMENT

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. N722.TF: (See Attached) 24 EFTA00080010 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 Is, Where Is" condition and "With all Faults" at Florida and subject to the waivers and disclaimers set forth in the 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: 25 EFTA00080011 STATE OF ) ss: COUNTY OF The foregoing instrument was acknowledged before me this day of 2021 by , as the of a , on behalf of said NOTARY PUBLIC, STATE OF 26 EFTA00080012 UNITED STATES OF AMERICA U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $ 1.00 + OVC THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 722J E AIRCRAFT MANUFACTURER & MODEL KEYSTONE HELICOPTER S-76C AIRCRAFT SERIAL No. 760750 DOES THIS DAY OF May , 2021 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: OMB Control No. 2120-0042 Exp. 04/30/2017 Do Not Write In This Block FOR FM USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL(S). GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL.) Industrial Integrity Solutions , LLC DEALER CERTIFICATE NUMBER AND TO ITS SUCCESSORS VICO-rein°. A ^mu' "1 AT"..S AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF: IN TESTIMONY WHEREOF HAVE SET MY HAND AND SEAL THIS DAY OF May, 2021 NAME(S) OF SELLER (TYPED OR PRINTED) SIGNATURE(S) (IN INK) (IF EXECUTED FOR CO•OWNERSHIR ALL MUSTSIGN. TITLE (TYPED OR PRINTED) Hyperion Air LLC Digitally signed by LARRY VISOSKI VRIThRAWpilintAPS4Sollgelo Manager ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA: AC Form 8050-2 (01/12) (NSN 0052-00-629-0003) EFTA00080013 UNITED STATES OF AMERICA U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $ 1.00 + OVC THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 722J E AIRCRAFT MANUFACTURER & MODEL KEYSTONE HELICOPTER S-76C AIRCRAFT SERIAL No. 760750 DOES THIS DAY OF May , 2021 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: OMB Control No. 2120-0042 Exp. 04130/2017 Do Not Write In This Block FOR FM USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL(S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) Industrial Integrity Solutions , LLC DEALER CERTIFICATE NUMBER AND TO ITS SUCCESSORS rvECUrtine, A mal"nnavrnri C. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF: IN TESTIMONY WHEREOF HAVE SET MY HAND AND SEAL THIS DAY OF May, 2021 NAME(S) OF SELLER (TYPED OR PRINTED) SIGNATURE(S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP. ALL MUSTSIGN. TITLE (TYPED OR PRINTED) Hyperion Air LLC Digitally signed by LARRY VISOSKI KlVIIIPITOMAIpM.ROZWAISoVnla Manager ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA: AC Form 8050-2 (01/12) (NSN 0052-00-629-0003) EFTA00080014 REGISTRATION NOT TRANSFERABLE UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION —FEDERAL AVIATION ADMINISTRATION CERTIFICATE OF AIRCRAFT REGISTRATION This ce”.if csm trust be _p the air -Craft weer operates NATIONALITY AND REGISTRATION MARKS N 722JE AIRCRAFT SERIAL NO. 760750 MANUFACTURER ICAO AND MANUFACTURER'S DESIGNATION KEYSTONE HEUCOPTER Aircraft Mesas Code: 52325707 OF AIRCRAFT 5-76C I S S U E D T O I NS LLC LLC This he:Melee is Issued for registration purposes only and is nOl a certificate of title. The Federal Aviation Administration does net determine nghts of ownership as between pnvate persons. U.S. Department of Transportation Aviation Administration It is certified that the above descnbed aircraft has been entered on the register of the Federal Aviation Administration. Untied States of America. in accordance with the Convention on International CM Aviation dated December T 1944. and with Trde 49, United States Code and regulations issued thereunder. DATE OF ISSUE July 30. 2021 EXPIRATION DATE July 31. 2024 .le t 1 Federal ADM; ISTPA TOR AC orm 50-3 Itd20191&MessW pravicara teen a8 E S V U.S. Department of Transportation Federal Aviation Administration CMI Awasion Registry P.O Box 25501 Oklahoma City OK 731254504 Official Business Penalty for Private Use S300 AC Form 8060.3 (10,2010) Supersedes previous edition 722JE TO: LLC EFTA00080015 EFFECT OF REGISTRATION Tile 49 U. S. C. 44103(cH2) prOvrdes: 'Acertificate of registration issued under this section is not evidence of ownership of aircraft in a proceeding in which ownership is or may be in issue? THIS CERTIFICATE MUST BE SIGNED AND RETURNED BY THE REGISTERED OWNER WITHIN 21 DAYS WHEN IT IS NO LONGER IN EFFECT FOR ANY REASON UNDER 14 C.F.R. 47.41(8)(1) through (7). Registration is canceled at the request of the owner for one of the followieg reasons (Must check and/or complete Block a, b,c, d or e). a. 0 The aircraft is totally destroyed e. 0 The ownership of the aircraft is or scrapped. b. O United States citizenship has been Ice!, or the owners status as a resident alien has changed (unless changed to that of a U.S. duel)). c. ❑ Thirty days have elapsed since the death of the registered owner (estate representative should sign). d. O The aircraft is to be registered under the laws of a foreign country (NAME OF FOREIGN COUNTRy) (SIGNATURE) transferred to: (NAME) (ADDRESS) (CITY, STATE, ZIP) (TITLE) (DATE) This certificate must be returned to: AIRCRAFT REGISTRATION BRANCH. P.O. BOX 25504, OKLAHOMA CITY, OKLAHOMA 73125-0504 RETAIN THIS INFORMATION FOR FUTURE REFERENCE CHANGE OF ADDRESS Federal Aviation Regulations require that the registered owner of the aircraft shall report in wrting within 30 days any change in permanent mailing address. A revived Certificate of Registration will be issued without charge. TM Application for Registration AC Form 8050.1 may be used to report a change of address. REPLACEMENT OF CERTIFICATE If this certificate is lost. destroyed, or mutilated. a replacement may be obtained at the wnttel request of the holder. Send your request and 52.00 replacement fee (check or money order made payable to the Federal Aviation Administration) to Aircraft Registration Branch P.O. Box 25504 Oklahoma Crty. Oklahoma 73125-0504 NOTE All correspondence should include the registration N-Number. manufacturer, model, and serial number of the aircraft. To offer your feedback regarding the aircraft registration process. please visit our website at http://registry.faa goviarcerV EFTA00080016 FIRST AMENDMENT TO AIRCRAFT PURCHASE AGREEMENT This FIRST AMENDMENT TO AIRCRAFT PURCHASE AGREEMENT (this "Amendment") is made and entered into as of the 20th 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. 2. 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. EFTA00080017 3. 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 2 EFTA00080018 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-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, (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] 22 EFTA00080019 IN WITNESS WHEREOF, Seller has caused this Warranty Bill of Sale to be executed by its duly authorized representative, this day ofApeil, 2021. May HYPERION AIR, LLC Digitally signed by LARRY VISOSKI a VuXA4APOUDLIVE3D99wartifte By: Name: Lawrence Vlsoskl Title: Manager Date: 23 EFTA00080020 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-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, (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] 22 EFTA00080021 IN WITNESS WHEREOF, Seller has caused this Warranty Bill of Sale to be executed by its duly authorized representative, this day ofApeil, 2021. May HYPERION AIR, LLC Digitally signed by LARRY VISOSKI a VuXA4APOUDLIVE3D99wartifte By: Name: Lawrence Vlsoskl Title: Manager Date: 23 EFTA00080022 CFAA and International Registry Engine Search Report TITLE SERVICE Prepared For: HDO6, LLC Rich Munkvold FAA LIEN SEARCH AND INTERNATIONAL REGISTRY PRIORITY SEARCH ENGINE REPORT Make TURBOMECA S.A. Model ARRIEL 2S2 Serial No 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: LIEN 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 Cl on 04/21/2021. INTERNATIONAL REGISTRY SEARCH CRITERIA Aircraft Object has been searched at the International Registry as TURI3OMECA. 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: 100.000000% File #: 732512 Time (GMT): 18:11:56 EFTA00080023 Seller: Freedom Air International, Inc.' Buyer ASI Wings, LLC Sale File #: 1644796 Date: 13 Jun 2019 Fractional or Partial Interest: 100.00000D% Seller: ASI Wings, LLC Buyer Hyperion Air, LLC Time (GMT): 16:03:04 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 availability 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 AK Title Service, LLC - 6350 W. Reno, Oklahoma City, OK 73127 Ph:= or Fx: Email: [email protected] EFTA00080024 C TITLE SERVICE FAA and International Registry Engine Search Report Prepared For: HDO6, LLC Rich Munkvold It J Make TURBOMECA S.A. FAA LIEN SEARCH AND INTERNATIONAL REGISTRY PRIORITY SEARCH ENGINE REPORT Model ARRIEL 252 Serial No 42285TE 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: LIEN 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 Cl on 04/21/2021. INTERNATIONAL REGISTRY SEARCH CRITERIA Aircraft Object has been searched at the International Registry as TURSOMECA, 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% File #: 732506 Time (GMT): 18:06:15 EFTA00080025 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 #: 1644797 Time (GMT): 16:17:01 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 availability 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 AK Title Service, LLC • 6350 W. Reno, Oklahoma City, OK 73127 Phi= or Fx: Email: [email protected] EFTA00080026 C FAA and International Registry Title Search Report TITLE SERVICE Prepared For: HDO6, LLC Rich Munkvold FAA TITLE SEARCH and INTERNATIONAL REGISTRY PRIORITY SEARCH AIRFRAME REPORT Registration No Formerly Make N7221E N750A KEYSTONE HELICOPTER Model Serial No S-76C 760750 Present Registered Owner Hyperion Air LLC 6100 Red Hook Quarter B3 St. Thomas, V.S. Virgin Islands 00802 Owner Type: Limited Liability Company 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#:O020475 LIEN STATUS No Liens of Record 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 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 registrations and the below-described sale(s). INTERNATIONAL REGISTRY STATUS EFTA00080027 No Liens of Record Sale File #: 732496 Date: 26 Jul 2011 Fractional or Partial Interest: 100.000000% Seller: Freedom Air International, Inc.' Buyer ASI Wings, LLC Time (GMT): 18:01:37 Sale File #: 1644795 Date: 13 Jun 2019 Fractional or Partial Interest: 100.000000% Seller: ASI Wings, LLC Buyer Hyperion Air, LLC Time (GMT): 16:03:01 FOR: MC Title Service, LLC Order#: 152973 Registration #: N722JE Certified By: Bryan Vaughan on 04/21/2021 In preparing this order, we are 0) subject to the availability and accuracy of the Federal Aviation Administration CFAAland 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. Alt Title Service. Lit - 6350 W. Reno, Oklahoma City, OK 73127 Ph: Or Fx: Email: info@aictitfecom EFTA00080028 SECOND AMENDMENT TO AIRCRAFT PURCHASE AGREEMENT This SECOND AMENDMENT TO AIRCRAFT PURCHASE AGREEMENT (this "Second Amendment") is made and entered into as of the 7th 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-76C4 + 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. Suhject 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), EFTA00080029 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(1) 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. 2. 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 1 of this Second Amendment will not be effective unless and until Seller receives the full amount of the Deposit in accorcSice with Seller's disbursement instructions. La•Vgh el St A r %Do, 3. 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. 4. 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] 2 EFTA00080030 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: ----c2JARAA. Print: Darren Indyke Title: Authorized Representative Purchaser: Industrial Integrity Solutions, LLC By: Print: Rich Munkvold Title: Chief Financial Officer 3 EFTA00080031 SECOND AMENDMENT TO AIRCRAFT PURCHASE AGREEMENT This SECOND AMENDMENT TO AIRCRAFT PURCHASE AGREEMENT (this "Second Amendment") is made and entered into as of the 7th 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-76C4 + 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. Suhject 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), EFTA00080032 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(1) 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. 2. 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 1 of this Second Amendment will not be effective unless and until Seller receives the full amount of the Deposit in accorcSice with Seller's disbursement instructions. La•Vgh el St A r %Do, 3. 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. 4. 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] 2 EFTA00080033 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: ----c2JARAA. Print: Darren Indyke Title: Authorized Representative Purchaser: Industrial Integrity Solutions, LLC By: Print: Rich Munkvold Title: Chief Financial Officer 3 EFTA00080034 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_ Name. Darren K. Indyke Title: Authorized Representative PURCHASER: INDUSTRIAL INTEGRITY SOLUTIONS, LLC Name: Rich Munkvold Title: /0-0 EFTA00080035 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_ Name. Darren K. Indyke Title: Authorized Representative PURCHASER: INDUSTRIAL INTEGRITY SOLUTIONS, LLC Name: Rich Munkvold Title: /0-0 EFTA00080036 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_ Name. Darren K. Indyke Title: Authorized Representative PURCHASER: INDUSTRIAL INTEGRITY SOLUTIONS, LLC Name: Rich Munkvold Title: /0-0 EFTA00080037 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"), and Industrial Integrity Solutions , LLC, a New Mexico limited liability company, whose address is 2151 E. Convention Center Way, Ste. 222, Ontario, CA 91764-5496 ("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-H- 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 1 EFTA00080038 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, (f) 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 FBO 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 2 EFTA00080039 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. (0 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 iss