EFTA00022706.pdf

Statement in Support of Registration of a United States Civil Aircraft in the Name of a Limited Liability Company Industrial Inlregrity Solutions, LLC Complete name of the Applicant: State in which LLC is organized: New Mexico Effective date of formation of the LLC: °Gicter 7, 2016 Name of each member of the LLC: Name of Member: Type of Entity (ie: individual, corporation, partnership, etc.) James L. Previti Individual Y q N 111 Frontier Finance Co. California Corp. Y q N Yll N 1- 1 (Please use additional sheets if additional space is required) LLC is managed by: [1 Manager(s) U.S. Citizenship Verification ember(s) q Officer(s) If LLC is managed by Manager(s)/Officer(s) Millie of Managers) Type of Entity Officer(s) (ie: individual, corporation, partnership, etc.) (Please use additional sheets if additional space is required) Can the managers, members or officers of this LLC act independently? U.S. Citizenship Verification N N The undersigned certifies that the Applicant is a citizen of the United States since, to the best knowledge and belief of the undersigned, at least 2/3rds of the managers, officers or managing members qualify as citizens of the United States as defined in 49 U.S.C. 40101(aX15) and at least 75% of the voting interest or units is owned or controlled by persons who qualify as citizens of the United States as defined in 49 U.S.C. 40102(aXI5). 49 U.S.C. Section (aXI5): Citizen of the United States means: (1) An individual who is a citizen of the United States or one of its possessions; or (2) A partnership of which each member is such an individual; or (3) A corporation or association created or organized under the laws of the United States or of any State, Territory, or pocceccion of the United States, of which the president and 2/3 or more of the board of directors and other managing officers thereof are such individuals and in which at least 75% of the voting interest is owned or controlled by persons who are citizens of the United States or of one of its possessions. If any member, officer or manager of the LLC is not a citizen of the United States as defined in U.S.C. 40102(aX15) please attach an additional sheet for explanation to substantiate that the LLC qualifies as a citizen of the United States. Its. Garr FlamAJCIa_ Oventre C (title) Dated. 5-6-4;1 EFTA00022706 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 Pewit-gropers-€hartsr-Sewiees, LLC, a Geliferthie-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++ 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, firmishings 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 S1,800,000) (the "Purchase Price"), which shall be paid by Purchaser to Seller as follows: (a) Purchaser shall wire transfer a deposit in the amount of Two Hundred Thousand U.S. Dollars (US $200,000.00) (the "Deposit") to Ai...n.ftAIC 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 Six Hundred Thousand U.S. Dollars (US$1,600,000) (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 Raek-ef-Areer-ieaJP 1 EFTA00022707 Morgan Chase Bank N.A. 2.1-144-Robimonavenuer Okiakema-CityrOklahoma-M144100 N. Broadway Avenue. Suite 40I. 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 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-I, 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, (1) 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 agen