AIRCRAFT PURCHASE AGREEMENT

EXHIBIT F TO AIRCRAFT PURCHASE AGREEMENT BY AND BETWEEN HYPERION AIR, LLC AND INDUSTRIAL INTEGRITY SOLUTIONS, LIZ DELIVERY RECEIPT 2008 KEYSTONE (SIKORSKY) S-76C++ HELICOPTER Manufacturer's Serial No. 760750 U.S. Registration No. N722JE (See Attached) 24 SDNY_GM_02765627 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00252435 EFTA01334599 DELI VERN' 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. I (MSN 42285TEC): hours/cycles Engine No. 2 (MSN 42286TEC): hours/cycles TOTAL LANDINGS AT DELIVERY: INDUSTRIAL INTEGRITY SOLUTIONS, LLC By: Name: Title: Date: 25 SDNY_GM_02765628 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00252436 EFTA01334600 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 SDNY_GM_02765629 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00252437 EFTA01334601 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 FAA USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL(S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INMAL) Industrial Integrity Solutions , LLC 2151 E. Convention Center Way #222 Ontario, Ca 91764 DEALER CERTIFICATE NUMBER AND TO ITS SUCCESSORS An......s—^7"0%. 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 to NAME(S) OF SELLER (TYPED OR PRINTED) SIGNATURE(S) (IN INK) (IF EXECUTED FOR CO-OVVNERSHIP. ALL MUSTSIGN. TITLE (TYPED OR PRINTED) Hyperion Air LLC Dig daily signed by LARRY VISOSKI 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) SDNY_GM_02765630 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00252438 EFTA01334602 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: 01,18 Control No. 2120-0042 Exp. 04/30/2017 Do Not Write In This Block FOR FAA USE ONLY PURCHASER NAME AND ADDRESS (IF INDMDUAL(S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INMAL.) Industrial Integrity Solutions , LLC 2151 E. Convention Center Way #222 Ontario, Ca 91764 DEALER CERTIFICATE NUMBER AND TO ITS SUCCESSORS rvr nrnnr A rt. Alk"r" "'ADC. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF: IN TESTIMONY WHEREOF to HAVE SET MY NAME(S) OF SELLER (TYPED OR PRINTED) HAND AND SEAL THIS SIGNATURE(S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP. ALL MUSTSIGN. DAyoF May, 2021 TITLE (TYPED OR PRINTED) Hyperion Air LLC Di flail si ned b LARRY VISOSKI 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) SDNY_GM_02765631 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00252439 EFTA01334603 tr) co 0 -0 0 n m 73 m 73 6") 73 "V S.* r` .9t) 0 N.) to0 a+ cn p_,La a) REGISTRATION NOT TRANSFERABLE UMTED STATES OF AMERICA DEPARTMENT Of TRANSPORTATION- FEDERAL AVIATION ADMINISTRATION CERTIFICATE OF AIRCRAFT REGISTRATION Ins cenrficate must De in the a r-craft when operated. NATIONALITY AND REGISTRATION IAARKS N 7221E AIRCRAFT SERIAL NO. 760750 MANUFACTURER AND MANUFACTURER'S DESIGNATION OF AIRCRAFT KEYSTONE HEUCOPTER S-76C ICAO AnSI Address Code; 52325707 I S S U E 0 T0 INDUSTRIAL INTREGRITY SOLUTIONS LLC 2151 E CONVENTION CENTER WAY STE 222 ONTARIO CA 91764.5496 LLC TITM Tr/4 M is issued ler reeisratiOn purposes only and is not a Wawa, of Me. The Federal Avalon AtrnnisIraton eons nor asumam ngnis of Ownemni0 ZS soteten private Parsens. U.S. Department of T-ansportation Federal Aviation Administration It is cortired that the above descntrod sweat has Blan co emend cri the retailer of the Fakir* Aviation Administration. UnRed Stales of Amnia i ac rdance with the Convention on Into/nay:hal Civil AviatiOn dated December 7. 1944. anti with TS 49. United States Code. and regulation& laved therou !hereunder. DATE CF ISSUE July 30, 2021 EXPIRATION DATE July 31, 2024 .. aal ADMINISTRATOR awn U.S. Department of Transportation Federal Aviation Administration CM Avalon fle)C1Ary P O eax 25t04 Caanirrie Oly. OA 731210501 Conk lel BusInne Penalty toe Private Use 1300 AC Vann 1010-3 (102010) SletflINSOS pvt-Oou edition 7221E TO: INDUSTRIAL INTREGRITY SOLUTIONS LLC 2151 E CONVENTION CENTER WAY STE 222 ONTARIO CA 91764-5496 EFTA01334604 1. -o 0 n m m -0 00 .9") O V1 z cL EFFECT OF REGISTRATION Tile 49 U. S. C. 44103(02) proves 'Acetate of restrebon issued under the secbon is not emenos of ownership of aircraft in e proceeding In Much ownership is or may be in issue' THIS CERTIFICATE MUST BE SIGNED AND RETURNED BY THE REGISTERED OWNER1MTHIN 21 DAYS' IEN IT IS NO LONGER IN EFFECT FOR ANY REASON UNDER 14 C.F.R. 47.41(eR1) through (7) Registration is canceled at the request of the owner for one of the follows) reasons (Must check ander complete Block a, b.c. d ore). a. O The aircraft is tote destroyed or scrapped b.O tined States citizenship has been km or the owner's status as • resident alien has changed (unless Changed to that of a U.S. alien) C. O Teeny days have elapsed since the death of the registered owner (estate representative should sign). d. O The aircraft is to be regiSteled under the laws 01 • foreign country (NAME OF FOREIGN COUNTRY) (SIGNATURE) e. O The ownership of the aircraft is transferred to (NAME) (ADDRESS) (CITY. STATE. DR) (TITLE) (DATE) This CentfiCata mutt be returned to AIRCRAFT REGISTRATION BRNICH, P.O. BOX 25504. OKLAHOMA CITY. OKLAHOMA 73125-0504 RETAIN THIS INFORMATION FOR FUTURE REFERENCE CHANGE OF ADDRESS Federal Aviation Regulatons require that the rapeseed owner of the aircraft sham regal in wrung within 30 days any change in permanent mailing address. Armed Cortisone of Registration wi be issued wimout °urge The Appleton for Registration AC Form 8050.1 may be used to report a charge of address REPLACEMENT OF CERTIFICATE If this CendiCiak1 is lent destroyed. a mutilated. a replacement may be obtained at the vintlel request of the holder. Send your request and 53 00 replacement fee (check or money order made payable to the Federal Aviation As mire:ten) le Aircraft Reetraton Branch P.O. Box 25504 Odatens City. Oklahoma 731254504 NOTE MI correspondence shotid include the rerstrabon N-Number, manufacturer. model, and serial number of the sarcraft To offer your feedback regarding the aircraft rep straiten process, please v'st our **elite m //reedy tae govlarcerli EFTA01334605 FIRST AMENDMENT TO AIRCRAFT PURCHASE AGREEMENT This FIRST AMENDMENT TO AIRCRAFT PURCHASE AGREEMENT (this "Amendment") is made and entered into as of the 20"' 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 Agreccment by and between Seller and Purchaser entered into as of April 16. 2021 (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 (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: t. 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 Agreement shall remain unchanged, valid and in full force and effect. SDNY_GM_02765634 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00252442 EFTA01334606 3. This Amendment may be full): 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: 1:-...""..Amt..14.. Print: Darren Indyke Title: Authorized Representative Purchaser: Industrial Integrity Solutions, LLC By: Print: Rick Munkvold Title: 2 SDNY_GM_02765635 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00252443 EFTA01334607 WARRANTY BILL O1: SALE Pursuant to that certain Aircraft Purchase Agreement, dated April 16 , 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, (111) 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 SDNY_GM_02765636 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00252444 EFTA01334608 IN WITNESS WHEREOF, Seller has caused this Warranty Bill of Sale to be executed by its duly authorized representative, this day of A{, 2021. HYPERION AIR, LLC D• I si ed b • LARRY VISOSKI By: Name: Lawrence Visoski Title: Date: 23 SDNY_GM_02765637 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00252445 EFTA01334609 WARRANTY BILL O1: SALE Pursuant to that certain Aircraft Purchase Agreement, dated April 16 , 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, (111) 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 SDNY_GM_02765638 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00252446 EFTA01334610 IN WITNESS WHEREOF, Seller has caused this Warranty Bill of Sale to be executed by its duly authorized representative, this day of tril, 2021. HYPERION AIR, LLC I si ed b • LARRY VISOSKI By: Name: Lawrence Viscera Title: Date: 23 SDNY_GM_02765639 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00252447 EFTA01334611 Cesto o. rl! o FAA and International Registry Engine Search Report TITLE SERVICE Prepared For: HD06, LLC Rich Munkvold Ontario, CA. 91764 US 0.1 Make TURBOMECA SA. FAA LIEN 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: 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 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 salefs). INTERNATIONAL REGISTRY STATUS No Liens of Record Sale Date:26 Jul 2011 Fractional cc Partial Interest 100.060000% File #: 732512 Time (GMT): 18.1156 SDNY_GM_02765640 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00252448 EFTA01334612 Seller: Freedom Air International Inc.* Buyer: MI Wings, LLC Sale File #: 1644796 Date: 13 Jun 2019 Fractional or. Partial Interest 100,000000% Seller: ASI Wings, LLC Buyer: Hyperion Air, iiC Time (GMT): 16.03:04 FOR: AIC Title Service, LLC Order#: 152973 Certified By: Bryan Vaughan on 04/21/2021 111 preparing this order. we are 6) subject to the availability and accuracy of the Federal Aviation Administration CFAK1 and the International Registry tillr). 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 00 subject to the accuracyof the information contained in the iFt Priority Search Certificates, of applicable. We nave relied on you to provide us with an accurate. compete and exact description of any Aircraft Engines. and Propellers, for this search. AK Tide Service, LLC - 6350 W. Rang Oklahoma City. OK 73127 Ph 800.2882519 or 406946.1811 Fx: £05948.1869 Email: infoOnctitle.com SDNY_GM_02765641 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00252449 EFTA01334613 CAI %EC TITLE SERVICE FAA and International Registry Engine Search Report Prepared For: H0O6, LLC Rich Munkvold Ontario, CA. 91764 US Eh/ Make TURBOMECA FAA LIEN SEARCH AND INTERNATIONAL REGISTRY PRIORITY SEARCH ENGINE REPORT Model Serial No ARRIEL 2S2 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 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: 1492268, 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 cc Partial Interest 100.000000% File #: 732506 Time (GMT): 18.06.15 SDNY_GM_02765642 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00252450 EFTA01334614 Seller: Freedom Air International, Inc.* Buyer:MI Wings, LLC Sale File #: 1644797 Date: 13 .lun 2019 Fractional or Partial Interest 100.00O000% Seller: ASI Wings, LLC Buyer: Hyperion Air, LIC Time (GMT): 16:17:01 FOR: AIC Title Service, LLC Order#: 152973 Certified By: Bryan Vaughan on 04/21/2021 ill preparing this order. he are 6) subject to the availability and accuracy of the Federal Aviation Administration (FAA) and the International Registry Ilk". including their empkryees agents, and computer systems, in the filing registering. indexing. cross-referenrmo and recording of instruments filed with the FAA and IR and (id subject to the accuracy of the informaton contained in the IR Priority Search Certificates, it applicable. We have relied on you to wade us with an accurate. compete and exact description of any Aircraft. Engines. and Propellers, for this search. AIC Title Service, LLC 6350 W. Reno. Oklahoma City. OK 73127 Ph 1300.2862519 or 40694131811 Fs SO5948.1869 Email: infoOPectitle.com SDNY_GM_02765643 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0025245I EFTA01334615 ITLF SERVECE FAA and International Registry Title Search Report Prepared For: HD06, LLC Rich Munkvold Ontario, CA, 91764 US E, Registration No N722.IE FAA TITLE SEARCH and INTERNATIONAL REGISTRY PRIORITY SEARCH AIRFRAME REPORT Formerly Make Model Serial No N750A KEYSTONE HELICOPTER S-76C 760750 Present Registered Owner Hyperion Air LLC 6100 Red Hook Quarter B3 St. Thomas. U.S. Virgin Islands 00802 Owner Type: Limited Liability Company Signed By. Lawrence P. Visoski, Jr. Acquired By. Bill of Safe Executed: 6-13-19 FAA Filed: 6-13.19 FM Recorded: 7.17.19 FM Documente LIEN STATUS No Liens of Record Disclaimer: By this report we undertake to provide only information from the records of aircraft maintained by the FM 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 Manufacturers List. Priority Search Certificate Number 1492287, created on 21 Apr 2021 at 14:53A8 GMT. reflects no undischarged registrations and the below-described sale(s). INTERNATIONAL REGISTRY STATUS SDNY_GM_O2765644 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_OO252452 EFTA01334616 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 Date: 13 Jun 2019 Fractional or Partial Interest 100.00000056 Seller: ASI Wings, LLC Buyer: Hyperion Air, LLC File #: 1644795 Time (GMT) 1603:01 FOR: AIC 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 (IAA) and the International Registry (IR). including their employee& *gents, and computer systems. in the filing registering. indexing. cross-relerenong and recording of anuuments Ned with the FAA and IR and (X) 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 Propeller& for this search. NC Title Servke. LLC - 6350 W Reno. Oklahoma City. OK 73127 Ph 800.28&2519 or 406.948.18I 1 Pc 405148.1869 Email: infograictitk.ccen SDNY_GM_02765645 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00252453 EFTA01334617 SECOND AMENDMENT TO AIRCRAFT PURCHASE AGREEMENT This SECOND AMENDMENT TO AIRCRAFT PURCHASE AGREEMENT (this "Second Amendment") is made and entered into as of the 7h 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 (S100,000), 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 instnictions; 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), SDNY_GM_02765646 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00252454 EFTA01334618 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. 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 (S200,000), 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 accorMice with Seller's disbursement instructions. teinOnlAtt. "Thn 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 SDNY_GM_02765647 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00252455 EFTA01334619 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: -..1c2Al2,-tA. Print: Darren Indyke Title: Authorized Representative Purchaser: Industrial Integrity Solutions, LLC By: Print: Title: 3 SDNY_GM_02765648 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00252456 EFTA01334620 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 (S100,000), 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 instnictions; 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), SDNY_GM_02765649 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00252457 EFTA01334621 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. 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 (S200,000), 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 accorMice with Seller's disbursement instructions. teiMOnlAtt. "an 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 SDNY_GM_027656S0 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00252458 EFTA01334622 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.Vatitt.t...,. Print: Darren Indyke Title: Authorized Representative Purchaser: Industrial Integrity Solutions, I.LC By: Print: Title: 3 SDNY_GM_02765651 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00252459 EFTA01334623 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: INDUSTRIAL INTEGRI Y SOLUTIONS, LLC By: Name: Rich Munkvold Title: SDNY_GM_02765652 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00252460 EFTA01334624 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. Indykc Title: Authorized Representative PURCHASER: INDUSTRIAL INTEGRI Y SOLUTIONS, LLC By: Name: l vold Title: SDNY_GM_02765653 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00252461 EFTA01334625 probate laws or by applicable federal, state, territorial and local laws of the United States of America and its tcrritorics 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- Q.A.A..e."..4.7K. Name: Darren K. Indyke Title: Authorized Representative PURCHASER: INDUSTRIAL INTEGRI Y SOLUTIONS, LLC By: Name: Rich Munkvold Title: SDNY_GM_02765654 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00252462 EFTA01334626 AIRCRAFT PURCHASE AGREEMENT THIS AIRCRAFT PURCHASE AGREEMENT (this "Agreement") is entered into as of April 4. 2021, by and between HYPERION AIR., LLC, a U.S. Virgin Islands limited liability company, whose address is 9053 Estate Thomas, Suite 101, SL 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 5-76C-I-E 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 SDNY_GM_02765655 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00252463 EFTA01334627 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 Insoection s (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