EFTA00022696.pdf

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 , I.LC, a New Mexico limited liability company, whose address is 2151 E. Convention Center Way, Ste. 222, Ontario. CA 91764-5496 ("Purchaser"). RECITATIONS: Subject to the terms and conditions set forth in this Agreement, Seller desires to sell, transfer, and deliver to Purchaser, and Purchaser desires to purchase from Seller, one used 2008 Keystone (Sikorsky) model S -76C+ -F 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 Ariel 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 5100,000.00) (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 EFTA00022696 purpose of this transaction (the "Special Escrow Account"); and the Escrow Agent shall thereupon provide Seller and Purchaser with the number of the Special Escrow Account and any other information pertinent thereto. The Deposit shall be held in escrow by the Escrow Agent in the Special Escrow Account, and shall be refundable to Purchaser unless the same becomes nonrefundable in accordance with the express provisions of this Agreement. The Escrow Agent shall not place or hold any funds in the Special Escrow Account except for the funds received in connection with this transaction (namely, the Deposit and the Purchase Price Balance). 2 . Condition of the Aircraft (a) At the time of Seller's delivery to Purchaser of the Aircraft at the Closing, the Aircraft will be delivered to Purchaser: (a) with good and marketable title, free and clear of all liens and encumbrances, (b) with complete and continuous log books and maintenance records, (c) in an airworthy condition, subject, however, to the matters listed on Exhibit A-1, with a valid FAA standard airworthiness certificate, (d) subject to the matters listed on Exhibit A-1, with all airworthiness systems functioning in normal working order in accordance with the manufacturer's Operations Manual, (e) in compliance with the mandatory portions of all FAA airworthiness directives and mandatory service bulletins that have been issued with respect to the Aircraft with due dates on or prior to closing, (f) with all applicable remaining manufacturer's and/or vendor's warranties duly assigned by Seller to Purchaser, provided that such warranties are assignable and that any cost of assignment shall be borne solely by Purchaser, and (h) current, as of closing, on the manufacturer's recommended inspection and maintenance programs with all hourly. cycle and calendar inspections required under such program complied with without deferral. The Aircraft shall be deemed to be in "Delivery Condition" if it complies with the foregoing requirements. 3. Pre-Purchase Inspection. (a) Purchaser, or its agent. shall have a right to perform a pm-purchase inspection of the Aircraft in accordance with this Section 3 (the "Pre-Purchase Inspection") at the Banyan 1:BO facility located at the Fort Lauderdale Executive Airport KFXE (the "Inspection Facility"). The Aircraft and its technical records have already been positioned at the Inspection Facility and are currently available for the Pre-Purchase Inspection as soon as Purchaser makes arrangements for the Pre -Purchase Inspection. (b) The Pre-Purchase Inspection will be performed on behalf of Purchaser and at Puichaser's sole cost and expense in order to dctcrminc whether or not the Aircraft conforms to the Delivery Condition as provided in Section 2 of this Agreement. (c) Purchaser shall cause the Pre-Purchase Inspection to be commenced at the Inspection Facility as soon as is reasonably practicable after the parties execute this Agreement, but in any event by no later than five (5) days after such execution (d) The scope and duration of the Pre-Purchase Inspection shall be as provided on Exhibit B hereto, incorporated by this reference as if fully provided herein. (e) During the Pre-Purchase Inspection, Purchaser shall be entitled, to conduct an initial fl ight test of no more than sixty (60) minutes in duration to be flown by the Seller's pilots with 2 EFTA00022697 up to three (3) representatives of Purchaser accompanying the fl ight. All procedures to be adopted during such fl ight test shall be those that are reasonably requested by the Purchaser and agreed to by Seller prior to the commencement of such fl ight test or, if arising out of a condition or circumstance occurring during said fl ight test, those that may be reasonably requested by the Purchaser and agreed to by Seller during said fl ight test, subject, however, at all times to the discretion of the chief pilot who shall have absolute operational discretion and control over the Aircraft. (I) Purchaser shall, in its so