EFTA00080010.pdf

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 OMB Control No. 2120-0042 Exp. 04/30/2017 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 722JE 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: Do Not Write In This Block FOR FM USE ONLY NAME AND ADDRESS (IF INDIVIDUAL(S). GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL.) PURCHASER 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 SIGNATURE(S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO•OWNERSHIR ALL MUSTSIGN. Hyperion Air LLC Digitally signed by LARRY VISOSKI Manager VRIThRAWpilintAPS4Sollgelo 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 OMB Control No. 2120-0042 Exp. 04130/2017 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 722JE 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: Do Not Write In This Block FOR FM USE ONLY NAME AND ADDRESS (IF INDIVIDUAL(S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) PURCHASER Industrial Integrity Solutions , LLC DEALER CERTIFICATE NUMBER AND TO ITS SUCCESSORS rvECUrtine, A mal" nnavrnriC. 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 SIGNATURE(S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP. ALL MUSTSIGN. Hyperion Air LLC Digitally signed by LARRY VISOSKI Manager KlVIIIPITOMAIpM.ROZWAISoVnla 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 This ce”.if csm UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION —FEDERAL AVIATION ADMINISTRATION trust be _p the air - CERTIFICATE OF AIRCRAFT REGISTRATION Craft weer operates U.S. Department AIRCRAFT SERIAL NO. NATIONALITY AND of Transportation REGISTRATION MARKS N 722JE 760750 Federal Aviation Administration MANUFACTURER AND MANUFACTURER'S DESIGNATION OF AIRCRAFT KEYSTONE HEUCOPTER 5-76C CMI Awasion Registry P.O Box 25501 Oklahoma City OK 731254504 ICAO Aircraft Mesas Code: 52325707 This he:Melee is Official Business Issued for Penalty for Private Use S300 I I NS LLC registration purposes only and is nOl a a S AC Form 8060.3 (10,2010) Supersedes previous edition 722JE certificate of title. 8 S The Federal Aviation U Administration does E TO: LLC E net determine nghts SV D of ownership as between pnvate T persons. O LLC It is certified that the above descnbed aircraft has been entered on the register of the Federal on Aviation Administration. Untied States of America. in accordance with the Convention International CM Aviation dated December T 1944. and with Trde 49, United States Code U.S. Department and regulations issued thereunder. of Transportation DATE OF ISSUE July 30. 2021 Federal Aviation EXPIRATION DATE July 31. 2024 .le t 1 ADM; ISTPA TOR Administration AC orm 50-3 Itd20191&MessW pravicara teen EFTA00080015  EFFECT OF REGISTRATION Tile 49 U. S. C. 44103(cH2) prOvrdes: 'Acertificate of registration issued under this section is not evidence of RETAIN THIS INFORMATION ownership of aircraft in a proceeding in which ownership is or may be in issue? THIS CERTIFICATE MUST BE FOR FUTURE REFERENCE 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 CHANGE OF ADDRESS 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 Federal Aviation Regulations require that the registered owner of the e. 0 The ownership of the aircraft is or scrapped. aircraft shall report in wrting within 30 days any change in permanent transferred to: mailing address. A revived Certificate of Registration will be issued without charge. TM Application for Registration AC Form 8050.1 may b. O United States citizenship has be used to report a change of address. been Ice!, or the owners status as (NAME) a resident alien has changed REPLACEMENT OF CERTIFICATE (unless changed to that of a U.S. duel)). (ADDRESS) If this certificate is lost. destroyed, or mutilated. a replacement may c. ❑ Thirty days have elapsed since the be obtained at the wnttel request of the holder. Send your request death of the registered owner and 52.00 replacement fee (check or money order made payable to the (estate representative should sign). Federal Aviation Administration) to (CITY, STATE, ZIP) d. O The aircraft is to be registered Aircraft Registration Branch under the laws of a foreign country P.O. Box 25504 Oklahoma Crty. Oklahoma 73125-0504 (NAME OF FOREIGN COUNTRy) 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. (SIGNATURE) (TITLE) (DATE) please visit our website at http://registry.faa goviarcerV This certificate must be returned to: AIRCRAFT REGISTRATION BRANCH. P.O. BOX 25504, OKLAHOMA CITY, OKLAHOMA 73125-0504 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 ofany 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 ofany 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  C TITLE SERVICE FAA and International Registry Engine Search Report Prepared For: HDO6, LLC Rich Munkvold FAA LIEN SEARCH AND INTERNATIONAL REGISTRY PRIORITY SEARCH ENGINE REPORT Make Model Serial No TURBOMECA S.A. ARRIEL 2S2 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 File #: 732512 Date: 26 Jul 2011 Time (GMT): 18:11:56 Fractional or Partial Interest: 100.000000% EFTA00080023  Seller: Freedom Air International, Inc.' Buyer ASI Wings, LLC Sale File #: 1644796 Date: 13 Jun 2019 Time (GMT): 16:03:04 Fractional or Partial Interest: 100.00000D% Seller: ASI Wings, LLC Buyer Hyperion Air, LLC 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: info@aictitle.com EFTA00080024  C TITLE SERVICE FAA and International Registry Engine Search Report Prepared For: HDO6, LLC Rich Munkvold It J FAA LIEN SEARCH AND INTERNATIONAL REGISTRY PRIORITY SEARCH ENGINE REPORT Make Model Serial No TURBOMECA S.A. ARRIEL 252 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 File #: 732506 Date: 26 Jul 2011 Time (GMT): 18:06:15 Fractional or Partial Interest: 100.000000% EFTA00080025  Seller: Freedom Air International, Inc.' Buyer ASI Wings, LLC Sale File #: 1644797 Date: 13 Jun 2019 Time (GMT): 16:17:01 Fractional or Partial Interest: 100.000000% Seller: ASI Wings, LLC Buyer Hyperion Air, LLC 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: info@aictide.com EFTA00080026  C TITLE SERVICE FAA and International Registry Title Search Report Prepared For: HDO6, LLC Rich Munkvold FAA TITLE SEARCH and INTERNATIONAL REGISTRY PRIORITY SEARCH AIRFRAME REPORT Registration No Formerly Make Model Serial No N7221E N750A KEYSTONE HELICOPTER S-76C 760750 Present Registered Owner Owner Type: Limited Liability Company Hyperion Air LLC Signed By Lawrence P. Visoski, Jr. 6100 Red Hook Quarter B3 Title: Manager St. Thomas, V.S. Virgin Islands 00802 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 Time (GMT): 18:01:37 Fractional or Partial Interest: 100.000000% Seller: Freedom Air International, Inc.' Buyer ASI Wings, LLC Sale File #: 1644795 Date: 13 Jun 2019 Time (GMT): 16:03:01 Fractional or Partial Interest: 100.000000% Seller: ASI Wings, LLC Buyer Hyperion Air, LLC 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 Se