EFTA00022855.pdf

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: IlYPERION AIR, LLC By: Name: Darren K. Indyke Title: Authorized Representative PURCHASER: INDUSTRIAL INTEG SOLUTIONS, LLC By:_e -er Name: Rich Munkvold Title: ore2 11 EFTA00022855 CONSENT AND JOINDER: The undersigned, AIC Title Service, ("Escrow Aunt') does hereby consent to and join in the foregoing Agreement hereby agreeing to act as Escrow Agent in accordance with the provisions of the Agreement applicable to Escrow Agent in exchange for an escrow fee of One thousand eight U.S. Dollars (US 5 1,800.00 ). 'Naked Escrow Agent confirms that the Deposit is being held and at all times shall continue to be held in escrow exclusively with respect to the sale of the Aircraft by Seller to Purchaser as contemplated by this Agreement and for no other transaction, person. entity, or purpose. including, without limitation, any planned or subsequent sale of the Aircraft by Purchaser. Escrow Agent further confirms that any funds constituting the Deposit or the Purchase Price have been or will be deposited with Escrow Agent from Purchaser's account or, if such funds originate from an account other than in the name of Purchaser, such funds have been or will be unconditionally and irrevocably assigned by the depositor for use as the Deposit or the Purchase Price. as applicable, solely in connection with this Agreement. Escrow Agent's agreement to serve as the "Escrow Agent" is conditioned on the following limitation. Notwithstanding the provisions contained in Section 12(j) this Agreement or any provision contained in any other agreement between Purchaser and Seller, the competent courts of the State of Oklahoma or the United States District Court for the Western District of Oklahoma shall have exclusive jurisdiction to hear all disputes against Escrow Agent and no other courts shall have any jurisdiction whatsoever in respect of such disputes against Escrow Agent. Should a dispute arise between Purchaser and Seller relating to any funds or other items which are in the possession of Escrow Agent, Escrow Agent shall be entitled to interplead any funds or other items in its possession with the competent courts of the State of Oklahoma or the United States nistrict Court for the Western District of Oklahoma. The foregoing shall not affect the governing law and jurisdiction provisions contained in Section I 2(j) to the extent that any dispute is between only Purchaser and Seller and does not involve Escrow Agent in any manner. Escrow Agent: AIC Title Service. LLC By: Name: Title: Melissa Kobola Escrow agent 12 EFTA00022856 EXHIBIT A TO AIRCRAFT PURCHASE AGREEMENT BY AND BETWEEN HYPERION AIR, LLC AND INDUSTRIAL INTEGRITY SOLUTIONS, LLC SPECIFICATIONS 2008 KEYSTONE (SIKORSKY) S-76C-H- HELICOPTER Manufacturer's Serial No. 760750 U.S. Registration No. N722JE (See Attached) 3 EFTA00022857 EXHIBIT A AIRCRAFT SPECIFICATIONS Total Time: 2,586.2 Landings: 5,357 Engines: (2) Turbomeca Arriel 2s2 Engines Engine Times: 2,586.2 / 2,586.2 Engine Cycles: 3,755 / 3.782 Stunning New Custom Refurbishment By Eric Roth's INTERNATIONAL JET INTERIORS - 2019 ADSFI-Out Compliant XM Satellite Radio Enhanced Cabin Soundproofing Keith Electric Air-Conditioning System Iridium Phone System Emergency Flotation System LED Wash Lighting Enrolled On Sikorsky Power Assurance Program Interior — New 2019 Vip Interior - Executive Eight Passenger Interior Features Dual Four Person Divans. A Fold-Down Center Armrest In The Aft Divan Features A Slide -Out Drawer With XM Radio Remote. Bose Headset Jacks In Each Seat Location Allows For Intercom, As Well As XM Radio Entertainment, For All Passengers. Led Wash Lighting Illuminated Cabin Entry Steps Iridium Phone Handset (4) 110v Ac Outlets Overhead Led Reading Lights And Gasper Vents Cabin Controllers In Headliner Elegant Wood Veneer Side Ledges (4) 12v Dc Outlets (Cigarette Outlets) Exterior — Stunning Custom Phantom Grey Avionics: I loneywell Primus 11 Avionics Suite Air Data Computer: Dual Air Data Computers Attitude Heading Reference System: Dual I.itef LCR-92s AHRS Automatic Direction Finder: Single Collins ADF-462 ADF Receiver Cockpit Voice Recorder: Universal CVR--120 Communications: Dual Collins VHF-22a VHF Radios Distance Measuring Equipment: Dual Collins Dme-42 DME Transceivers Electronic Flight Instrumentation System: Honeywell Ed-800 EFIS System Emergency Locator Transmitter: Artex C406 -N ELT With Nav Interface Flight Control System / Autopilot: Dual Honeywell FZ-706 Flight Control Computers Flight Management System: Universal Uns-lfw Global Positioning System: Universal Uns-lfw WAAS/LPV Multi -Function Display: Garmin Gmx-200 Moving Map And Graphical Weather Display Navigation: Dual Collins Vir-32 Vhf Navigation System Radio Altimeter: Single Collins Alt-55a Radio Altimeter System Radio Management Unit: Dual Collins Rtu-4200 Radio Control Heads Traffic Collision Avoidance System: Bendix King Tpu-66a TCAS 1 Processor Transponder: Dual Collins Tdr-94d Transponders With Ads-B Out Version 2 Terrain Awareness And Warning System: Honeywell Mark XXII EGPWS Standby Indicator: Aerosonic Standby Airspeed And Altitude Indicators Stonnscope: Honeywell Lp-850 Lightning Detection System 14 EFTA00022858 Weather Radar: Honeywell Primus Wu-880 Weather Radar XM Graphical Weather: Garmin Gdl-69 XM Weather Receiver Communications - Iridium Phone System Passenger Addressing System Entertainment - XM Satellite Radio Additional Features Dual Retractable Steps Pulse Light System Halogen Search Light Led Recognition Lights Emergency Flotation System Dual Crew Flashlights Manual Rotor Brake System Maintenance & Inspections Sikorsky Power Assurance Program Phone Handset In Cabin Bose Headset Jacks For Each Seat Location Nose Landing Gear Doors Led Landing Lights Upper / Lower Led Anti -Collision Lights Keith Electric Air-Conditioned Cockpit And Cabin First Aid Kit Heated Windshields / Windshield Wiper System Tinted Cabin Windows Maintenance Tracking By Sikorsky lieloTrac Inspection Status 36 Month C/W June 2019, Fresh Annual Jan 2021 5 EFTA00022859 EXHIBIT A-1 TO AIRCRAFT PURCHASE AGREEMENT BY AND BETWEEN HYPERION AIR, LLC AND INDUSTRIAL INTEGRITY SOLUTIONS, LLC Purchaser will purchase the Aircraft in its as-is, where-is condition and subject to the following matters, for which Seller shall have no responsibility and which Purchaser agrees do not cause the Aircraft to violate the Delivery Condition provided for in Section 2 (a) of the Aircraft Purchase Agreement: 1 - Paint tailboom, remove old tail number, and install Decal N Number This also includes cleaning minor corrosion by lower antennas. 2 - CoPilots EFTS tube needs to be exchanged. 3 - re/wire passenger headsets to communicate with Pilots. (Previous owner: Aetna Insurance did not want Pilots to hear Passenger conversation for some reason). 4 - clean up current minor inspections and 60 day future Maintenance. 16 EFTA00022860 EXHIBIT B TO AIRCRAFT PURCHASE AGREEMENT BY AND BETWEEN HYPERION AIR, LLC AND INDUSTRIAL INTEGRITY SOLUTIONS, LLC SCOPE OF PRE-PURCHASE INSPECTION 2008 KEYSTONE (SIKORSKY) S-76C++ HELICOPTER Manufacturer's Serial No. 760750 U.S. Registration No. N722JE (See Attached) 17 EFTA00022861 EXHIBIT C TO AIRCRAFT PURCHASE AGREEMENT BY AND BETWEEN HYPERION AIR, LLC AND INDUSTRIAL INTEGRITY SOLUTIONS, LLC CERTIFICATE OF TECHNICAL ACCEPTANCE 2008 KEYSTONE (SIK