# Statement in Support of Registration of a United States Civil Aircraft in the Name of a Limited Liability Company

Complete name of the Applicant: Industrial Integrity Solutions, LLC
State in which LLC is organized: New Mexico
Effective date of formation of the LLC: October 7, 2016
Name of each member of the LLC:
Name of Member: James L. Previti
Type of Entity (ie: individual, corporation, partnership, etc.): Individual
U.S. Citizenship Verification:
Y [ ]
N [ ]
Name of Member: Frontier Finance Co.
Type of Entity (ie: individual, corporation, partnership, etc.): California Corp.
U.S. Citizenship Verification:
Y [ ]
N [ ]
Name of Member: <empty>
Type of Entity (ie: individual, corporation, partnership, etc.): <empty>
U.S. Citizenship Verification:
Y [ ]
N [ ]
(Please use additional sheets if additional space is required)
LLC is managed by:
[ ] Manager(s)
[x] Member(s)
[ ] Officer(s)
If LLC is managed by Manager(s)/Officer(s):
Name of Manager(s) / Officer(s): <empty>
Type of Entity (ie: individual, corporation, partnership, etc.): <empty>
U.S. Citizenship Verification:
Y [ ]
N [ ]
Name of Manager(s) / Officer(s): <empty>
Type of Entity (ie: individual, corporation, partnership, etc.): <empty>
U.S. Citizenship Verification:
Y [ ]
N [ ]
(Please use additional sheets if additional space is required)
Can the managers, members or officers of this LLC act independently?:
Y [x]
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% ofthe 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 ofthe 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 ofone of its possessions.

If any member, officer or manager ofthe 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.

By: <signature>
RICHARD MUNROD
Its: CHIEF FINANCIAL OFFICER
(title)
Dated: 5-6-21

EFTA00023018

## 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 ofthe 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

EFTA00023019

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 continuouslog 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 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 FBO 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 Purchaser's sole cost and expense in order to determine 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

2

EFTA00023020

(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 flight test of no more than sixty (60) minutes in duration to be flown by the Seller's pilots with up to three (3) representatives of Purchaser accompanying the flight. All procedures to be adopted during such flight test shall be those that are reasonably requested by the Purchaser and agreed to by Seller prior to the commencement ofsuch flight test or, if arising out of a condition or circumstance occurring during said flight test, those that may be reasonably requested by the Purchaser and agreed to by Seller during said flight test, subject, however, at all times to the discretion of the chief pilot who shall have absolute operational discretion and control over the Aircraft.

(f) Purchaser shall, in its sole discretion, accept or reject the Aircraft by not later than five (5) business days following the completion of the Pre-Purchase Inspection and the issuance of a written inspection report from the Purchaser's agent (the "Inspection Report"), copies of which shall be made available to the Seller. Any difference, discrepancy or defect in the Aircraft from any of the Delivery Condition requirements in Section 2 hereof that cause the Aircraft not to be in airworthy condition is referred to in this Agreement as a "Discrepancy". The Inspection Report shall note thereon each Discrepancy, if any, found during the Pre-Purchase Inspection (including, without limitation, during the test flight) and include written estimates of the costs to repair each Discrepancy so noted. At Purchaser's discretion, Purchaser shall accept the Aircraft in its "as-is", "where-is" and "with all faults" condition ("Unconditional Acceptance"), or reject the Aircraft ("Rejection"). Purchaser's Unconditional Acceptance of the Aircraft shall be evidenced by Purchaser's issuance to Seller, with a copy to the Escrow Agent, of a Certificate of Technical Acceptance in the formofExhibt C attached hereto (the "Certificate of Technical Acceptance"). If there are one or more Discrepancies which cause Purchaser in its discretion to issue a Rejection, then, within such three (3) business day period, Purchaser shall deliver to Seller, with a copy to the Escrow Agent, written notice of Purchaser's termination of this Agreement in the form of Exhibit D hereof (a "Termination Notice").

(g) If Purchaser timely issues a Termination Notice in accordance with Section
3(t), the Escrow Agent shall refund the Deposit to Purchaser, whereupon all further obligations of
Seller and Purchaser pursuant to this Agreement shall cease, except those relating to expenses and
confidentiality as provided in Sections 12(n) and (o) hereof.

(h) If Purchaser issues a Certificate of Technical Acceptance indicating
Purchaser's Unconditional Acceptance of the Aircraft, Purchaser shall wire transfer the Purchase
Price Balance to Escrow Agent as provided in Section I hereof, and the parties shall proceed with
Closing as hereinafter provided.

## 4. Closing and Delivery.

(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 ClosingPlace") by not later than the Closing Date

|

3

EFTA00023021

(as hereinafter defined), unless the patties 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 three (3) business days 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 (iv) 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 April 20, 2021 (the "Closing Date"). Seller and Purchaser hereby acknowledge that the passing of tide, 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 in flying the Aircraft from the Inspection Facility to the Closing Place shall be the sole responsibility of and paid for by Purchaser.

(b) At least 5 days prior to ClosingEscrow Agent shall search FAA records and verify aircraft title is free and clear of all recorded liens, claims and encumbrances.

(c) Prior to the Closing, the following deliveries shall be made to the Escrow Agent by the responsible party indicated:

	(i) At least two (2) days prior to the Closing Date, Seller shall deliver the following to Escrow Agent:

		(A) A Warranty Bill of Sale in the form attached hereto as Exhibit E transferring title to the Aircraft to Purchaser duly executed by an authorized representative or the manager of Seller, with his or her title shown, but undated (the "Warranty Bill ofSale"); and

		(B) An FAA Form Bill of Sale AC 8050-2 in proper form for recordation at the FAA Civil Aircraft Registry to transfer tide to the Aircraft to Purchaser duly executed by an authorized representative or the manager of Seller, with his or her title shown, but undated ("FAA Bill of Sale").

		(ii) Purchaser shall:

		(A) On or before the Closing Date but prior to Closing, wire transfer the Purchase Price Balance into the Special Escrow Account of the Escrow Agent; and

		(B) At least two (2) days prior to the Closing Date, deliver to the Escrow Agent an Application for Aircraft Registration (AC Form 8050-1) for the Aircraft duly executed by an authorized representative or the manager of Purchaser, but undated (the "Application for Registration").

The documents described in subparagraphs (i) and (ii) of this Section 4(b) are

hereinafter referred to collectively as the "Escrow Documents".

4

EFTA00023022

(d) Prior to the Closing Date, each of Seller, Purchaser and the Escrow Agent shall notify each of the others in writing (either by correspondence, fax or e-mail) of the name or names and telephone number of each representative of the respective parties which is to participate in the conference call to be conducted in connection with the Closing (hereinafter the "Closing Conference Call"). The Closing Conference Call shall be originated by Purchaser on the Closing Date on or about 10:00 a.m., U.S. Central Daylight Time, so as to complete the Closing, including the filing of the Escrow Documents with the FAA Registry in Oklahoma City, Oklahoma, prior to the closing of that office on the Closing Date.

(e) At the Closing, and after the representatives ofeach of Seller, Purchaser and the Escrow Agent have announced their respective attendance on the Closing Conference Call, then the following shall occur

		(i) If (A) the records of the FAA then reflect that Seller is the record owner of the airframe of the Aircraft and that said airframe and the two (2) engines of the Aircraft are free and clear of all recorded liens, claims and encumbrances, and (B) the Escrow Agent has not otherwise received notice of any other lien, claim or encumbrance asserted by any third party with respect to the Aircraft, then the Escrow Agent shall so advise the participants on the Closing Conference Call and then, but only then, the Escrow Agent shall immediately wire the Purchase Price to Seller in accordance with wire transfer instructions which shall be provided to the Escrow Agent by Seller prior to the Closing Date, and simultaneously file with the FAA Registry for recordation, the FAA Bill of Sale, the Application for Registration and any other necessary Escrow Documents and, upon such filings being accomplished, shall then notify eachof the participants on the Closing Conference Call ofthe time offiling ofeach such Escrow Documents. If the records ofthe FAA reflect there to be any lien on the Aircraft or Engines, this purchase agreement will be terminated, and the Escrow Agent shall refund the Deposit to Purchaser, whereupon all further obligations of Seller and Purchaser pursuant to this Agreement shall cease, except those relating to expenses and confidentiality as provided in Sections 12(n) and (o) hereof.

	(ii) Immediately following the above, the following shall occur at the Closing Place:

		(A) Seller's representative shall deliver possession of the Aircraft to Purchaser, and

		(B) Purchaser shall execute and deliver to Seller a Delivery Receipt in the form attached hereto as Exhibit F.

5

EFTA00023023

(1) Followingcompletion of the Closing asprescribed above, the Escrow Agent shall mail the Warranty Bill of Sale to the address specified by Purchaser.

(g) If all of the conditions and requirements specified in this Section 4 are not
satisfied on or before the Closing Date (or such later date as Seller and Purchaser may agree upon
in writing and provide to the Escrow Agent), then subject to the provisions of Section 9 hereof,
with which the Escrow Agent shall comply, the Escrow Agent shall do the following:

(i) the Escrow Agent shall retain the Escrow Documents and the Purchase Price in escrow until Seller and Purchaser furnish the Escrow Agent with a written agreement which gives the Escrow Agent instructions for payment of said funds and release of the Escrow Documents, or, if the Escrow Agent is not furnished with such a written agreement, the Escrow Agent shall retain the Purchase Price and the Escrow Documents in escrow until the Escrow Agent is ordered to pay said funds and release the Escrow Documents in accordance with the final order of a court of competent jurisdiction.

5. Fee of Escrow Agent. The fee ofthe Escrow Agent (which fee also includes any out-of-pocket expenses incurred by the Escrow Agent) for performing its duties specified herein shall be paid by each of Purchaser and Seller in equal portions. Their respective portions of said fee shall be paid by them to the Escrow Agent as and when required by the Escrow Agent. In addition to its duties specified above, the duties of the Escrow Agent shall also include delivering a written preliminary title and lien report with respect to the Aircraft, and also a written post-closing title and lien report with respect to the same to each of Purchaser and Seller.

6. Taxes. Purchaser shall be responsible for and shall pay, or reimburse Seller for, any and all sales, excise, gross receipts, use, personal property, transfer or similar taxes, assessments or duties including interest or penalties imposed thereon and any costs incurred in defense of the nonpayment thereof, including reasonable attorney's fees and expenses, arising out of, or incurred in connection with, the sale and delivery of the Aircraft to Purchaser or the use, ownership, possession, maintenance or operation ofthe Aircraft after the Closing, but specifically excluding any income, capital gains or other similar taxes based on the income ofSeller or personal property or other similar taxes assessed or based upon Seller's ownership or use of the Aircraft prior to the Closing (which shall be Seller's responsibility). Each party hereto will be responsible for researching its own tax position in relation to the transactions contemplated hereby, and neither shall be deemed to have relied on any advice provided by the other party or such party's advisors and tax professionals. The provisions of this Section 6 shall survive Closing. The Parties have agreed that the Closing Place will be at Fort Lauderdale Executive Airport KFXEim , Florida. Purchaser will provide Seller with completed Form GT-500002 to qualify for the fly-away sales tax exemption in the state of Florida and will fully comply with all requirements ofFlorida's fly-away sales tax exemption. Provided that Purchaser delivers this notarized form to Seller and fully complies with such requirements, Purchaser will not be required to pay any sales taxes resulting from this transaction.

7. (a) Seller's Representations and Warranties. Seller hereby represents

6

EFTA00023024

and warrants to Purchaser the following:

(i) Seller has good and marketable title to the Aircraft and on the Closing Date Seller will convey to Purchaser good and marketable title to the Aircraft free and clear ofany andall leases, liens, claims, rights to purchase and encumbrances of any kind or nature.

(ii) Seller is a limited liability company duly organized, validly existing, and in good standing under the laws of the United States Virgin Islands. Seller has full corporate power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder, and to consummate the transaction contemplated thereby. The execution, delivery and performance by Seller of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part ofSeller.

(iii) No broker, finder or investment banker will be entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller; provided, however, that Equus Global Aviation has been engaged by Seller as a broker for the Aircraft pursuant to a separate agreement between Seller and said broker which governs the terms and conditions upon which any compensation may be due from Seller to said broker upon the sale of the Aircraft, and Purchaser shall not be responsible for any such compensation pursuant to such agreement.

(a) Purchaser's Representations and Warranties. Purchaser hereby represents and warrants to Seller the following:

(i) Purchaser is a limited liability company duly organized, validly existing, and in good standing under the laws of CalifootiaNew Mexico. Purchaser has full corporate power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder, and to consummate the transaction contemplated thereby. The execution, delivery and performance by Purchaser of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Purchaser.

(ii) No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Purchaser.

8. LIMITATION OF WARRANTIES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY SET FORTH IN SECTION 7 HEREOF OR IN THE WARRANTY BILL OF SALE (THE "EXPRESS CONTRACT 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 CONTRACT WARRANTIES, NEITHER SELLER NOR ITS AGENTS, REPRESENTATIVES OR EMPLOYEES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND OR

7

EFTA00023025

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; (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. IN NO EVENT SHALL EITHER PARTY HERETO BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND.

## 9. Purchaser's Breach and Remedies.

(a) Failure by Purchaser to pay the Purchase Price at Closing in accordance with this Agreement, to deliver any Closing documents required by this Agreement, or any other failure or refusal by Purchaser to perform any of its obligations under this Agreement, or any material misrepresentation by Purchaser pursuant to this Agreement, shall, upon the actual or offeredperformance by Sellerofall its obligations, and the failure by Purchaser to cure such failure within seven (7) days after Seller gives Purchaser notice ofsuch failure, constitute a breach of this Agreement by Purchaser. Except as otherwise provided, the parties hereto expressly agree that in the event of such breach as a result of which the Closing does not take place, the Deposit shall be forfeited by Purchaser, and the Deposit shall be distributed by the Escrow Agent to Seller as liquidated damages and as its sole and exclusive remedy, all other remedies in such event, including but not limited to incidental and consequential damages, being hereby waived by Seller. The limitation of Seller's remedies as set forth in this Section 9(a) shall not be construed to limit or otherwise adversely affect Seller's post-closing remedies should the Closing occur, for breach of any express warranties by Purchaser set forth in this Agreement or the breach of any postclosing obligations of Purchaser set forth in this Agreement.

(b) If either party hereto commences a legal proceeding to enforce any of the
provisions ofthis Agreement, the prevailingparty in such action shall also have the right to recover
reasonable attorneys' fees and costs from the other party to be fixed by the court in that same legal
proceeding, notwithstanding any limiting provisions contained in Section 9(a) above.

10. Seller's Indemnification Regarding Title. Seller hereby agrees to defend, indemnify, and hold harmless Purchaser, its members, managers, officers, employees, agents, representatives, successors, and assigns, from and against any and all losses, liabilities, expenses, charges, fees, claims, causes ofaction, damages, obligation, judgments, and other costs, including but not limited to, reasonable attorneys' fees, arising out of or resulting Purchaser having to defend against a challenge by any third party to Purchaser's interest in the Aircraft.

11. Performance. Force Majeure and Risk of Loss Notwithstanding anything to the contrary, the following shall apply:

8

EFTA00023026

(a) In the event that the Aircraft is destroyed or damaged prior to the Closing Date, this Agreement may be terminated in its entirety by either party without liability to the other party, except that the Purchase Price and the Application for Registration, if already delivered to the Escrow Agent, shall be promptly returned to Purchaser, and the FAA Bill of Sale and the Warranty Bill of Sale, if already delivered to the Escrow Agent, shall be promptly returned to Seller.

(b) Neither Seller nor Purchaser shall be responsible for any delay beyond the Closing Date due to any cause beyondits control, including but not limited to the following causes: civil wars, insurrections, strikes, riots, fires, floods, explosions, earthquakes, any act of government or governmental priorities, allocations, regulation, orders affecting materials, act of God, act of the public enemy, failure of transportation, epidemics, or labor trouble causing slowdown or interruption of work.

(c) Exclusive care, custody and control of the Aircraft and all risks of loss, damage or destruction to the Aircraft from any cause whatsoever, including but without limiting the generality ofthe foregoing, risks ofdamage to or loss or destruction ofthe Aircraft and liability to third patties for property damages, personal injury or death, shall pass to and be assumed by Purchaser upon the filing of the FAA Bill of Sale with the FAA and delivery of the Aircraft to Purchaser in accordance with the provisions of this Agreement. Upon delivery of the Aircraft to Purchaser hereunder, Seller disclaims and shall be fully relieved of, and Purchaser shall assume and, effective as of the completion ofthe Closing, hereby assumes, all responsibility in connection with, the Aircraft and all risks incident to ownership, maintenance, repair, use and modification thereof. Upon such delivery, Purchaser hereby indemnifies and holds harmless Seller, its managers, members, employees and agents from and against any and all liability arising out of the care, custody, use and/or control of the Aircraft at all times from and after such delivery. The provisions of this Section 11(c) shall survive the Closing.

## 12. Other Matters.

(a) Each party hereto agrees to execute and deliver such additional documents and take such further actions as may be reasonably requested by the other party hereto to fully effectuate and carry out the purposes of this Agreement.

(b) Except as expressly provided herein, the provisions of this Agreement which by their terms are to be performed and observed after the Closing, and the several representations, warranties and agreements of the parties herein contained, shall survive the Closing.

(c) This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereofand supersedes any andall prior agreements, arrangements and understandings relating to the subject matter hereof. No representation, promise, inducement or statement of intention has been made by either party which is not embodied in this Agreement, and neither party shall be bound by, or be liable for, any alleged representation, promise, inducement, or statement of intention not embodied herein.

9

- Image content: blank, light-gray vertical rectangle (appears like an empty mobile/screen placeholder).
- No chart elements, text, legend, labels, or identifiable objects present.
- Orientation/aspect: portrait, tall and narrow.
- Conclusion: no extractable data or key entities.

EFTA00023027

(d) This Agreement may be executed in one or more counterparts, and all such counterparts shall constitute one and the same instrument.

(e) No modification or amendment of this Agreement shall be binding unless it is in writing and signed by each of the parties hereto.

(1) All notices required or permitted hereunder shall be in writing and, except as may otherwise be provided herein, shall be deemed to be given when delivered personally, or within three (3) business days after mailing,if mailed by registered or certified mail, return receipt requested, postage prepaid, or on the date of transmission, if sent by facsimile or e-mail (and written confirmation of transmission is provided), addressed to the other party for whom it is intended at the address, facsimile number, or email address set forthbelow, or to such other address as hereafter may be designated in writing by either party hereto to the other party hereto:

If to Seller:

HYPERION AIR, LLC
do Darren K. Indylce
5300 West Atlantic Avenue, Suite 602
Defray Beach Florida 33484
Fax: 
Email:

If to Purchaser.

PREVITI BROTHERS CHARTER SERVICES, LLEINDUSTRIAL

INTEGRITY SOLUTIONS, LLC

2151 E. Convention Center Way, Ste. 222
Ontario.CA 91764-5496
Email:

(g) Any signatures on this Agreement may be transmitted via facsimile or email (in pdf format), which signatures shall be deemed originals for all purposes if transmitted in accordance with Section 12(f) above.

(h) Neither any failure nor any delay on the part of either party hereto in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial waiver or exercise of any right hereunder preclude any other future single or partial waiver or exercise of any right hereunder. No waiver hereof shall be effective unless it is writing signed by the party hereto to be charged with the same and then it shall only be effective as to the specific matter and in the specific instance stated in such writing.

(i) The descriptive headings of the several sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

10

EFTA00023028

(j) This Agreement shall be construed and enforced in accordance with the laws of the U.S. Virgin Islands, excluding its conflicts of laws rules, and, to the extent applicable, the laws of the United States of America.

(lc) If any clause, provision or section of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable for any reason whatsoever, such invalidity or unenforceability shall not in itselfaffect the remaining clauses, provisions and sections hereof, so long as the rights or obligations of the parties hereto shall not be materially and adversely affected thereby.

(I) All payments provided for in this Agreement are to be made inUnited States Dollars.

(m) Purchaser and Seller (for purposes of this clause, the "Indemnifying Party") each agree to indemnify and hold the other harmless in respect of any claims for brokerage fees, finders fees, agent's commissions or other similar payments or forms ofcompensation which may be made against the other party as a result of any contracts, understandings, arrangements, agreements or other actions of the Indemnifying Party in connection with the purchase or sale of the Aircraft.

(n) Except as otherwise expressly provided in this Agreement, each of Seller and Purchaser shall bear its own costs and expenses (including, but not limited to, the fees of its legal and tax advisors), incurred in the drafting and the negotiation of this Agreement and in connection with the Closing.

(o) Each of the parties hereto agree that the terms and provisions of this Agreement, including, but not limited to, the fact that discussions and negotiations have been conducted by the parties hereto, shall be deemed to be strictly confidential and shall not be disclosed to any third parties other than the parties respective employees, attorneys, accountants, tax advisors or other representatives for the purposes of effectuating the purchase and sale of the Aircraft contemplated by this Agreement, and except as may be required in connection with any aapllicable 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:<empty>
Name: Darren K. Indyke
Title: Authorized Representative

11

EFTA00023029

## PURCHASER:

PREVITI BROTHERS CHARTER SERVICES, LLC INDUSTRIAL INTEGRITY SOLUTIONS, LLC

By: <empty>
Name: Rich Munkvold
Title: <empty>

## CONSENT AND JOINDER:

The undersigned, Insured-Aircraft AIC Title Service, LLC, ("Escrow Agent") 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: <empty> U.S. Dollars (US $:<empty>).

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 salt 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 ofthe 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 ofPurchaser, 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 12Q) 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 ofsuch disputes against Escrow Agent. Should a dispute arise between Purchaser and Seller relating to any funds or other items which arc in the possession ofEscrow 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 District Court for the Western District of Oklahoma. The foregoing shall not affect the governing law and jurisdiction provisions contained in Section I2(j) to the extent that any dispute is between only Purchaser and Seller and does not involve Escrow Agent in any manner.

Escrow Agent: (Signed subject to attached IATS Terms and Conditions.)
Insured-Aircraft AIC Title Service, LLC

By: <empty>
Name: <empty>
Title: <empty>

12 22

EFTA00023030

## EXHIBIT A

## TO

## AIRCRAFT PURCHASE AGREEMENT

BY AND BETWEEN HYPERION AIR, LLC AND PREVITI BROTHERS CHARTER SERVICES, LLCINDUSTRIAL INTEGRITY SOLUTIONS, LLC

SPECIFICATIONS

2008 KEYSTONE (SIKORSKY) S-76C++ HELICOPTER
Manufacturer's Serial No.: 760750
U.S. Registration No.: N722JE
(See Attached)

13

The image is a blank, white square.

EFTA00023031

## EXHIBIT A AIRCRAFT SPECIFICATIONS

Formatted: Fort (Default) Tmes New Roman

Total Time: 2586.2 Landings: 5.357

Engines: (2) Turbomeca Arriel 2s2 Engines

Engine Times: 2.586.2 / 2.586.2 Engine Cycles: 3355 / 3.782

Stunning New Custom Refurbishment By Eric Roth's INTERNATIONAL JET INTERIORS - 2019

| ADSB-Out Compliant                    | Iridium Phone System                         |
|-|-|
| XM Satellite Radio                    | Emergency Flotation System                   |
| Enhanced Cabin Soundproofing          | LED Wash Lighting                            |
| Keith Electric Air-ConditioningSystem | 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 Stens Iridium Phone Handset (4) 110y Ac Outlets Overhead Lod 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: Honeywell Primus II Avionics Suite

Air Data Computer: Dual Air Data Computers

Formatted: Font: (Default) Times New Roman

Attitude Heading Reference System: Dual Litef 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 Transceiyeri

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-1fw

Global Positioning System: Universal Uns-1fw WAAS/LPV

Multi-Function Display: Gamin 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 I 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

14

EFTA00023032

Stormscope: Honeywell Lp-850 Lightning Detection System Weather Radar: Honeywell Primus Wu-880 Weather Radar XM Graphical Weather: Garin 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 Lipid             |
|-|-|
| 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 HeloTrac

Inspection Status )6 Month C/W June 2019, Fresh Annual Jan 2021

Formatted: Font: (Default) Times New Roman

Formatted: Font: (Default) Times New Roman

Formatted: Font: (Default) Times New Roman

Formatted: Font: (Default) Times New Roman

Formatted: Font: (Default) Times New Roman
Formatted: Font: (Default) Times New Roman

15

EFTA00023033

## EXHIBIT A-1

## ΤΟ

# 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 EFIS tube needs to be exchanged.                           |
| 3 - re/wire passenger headsets to communicate with Pilots.              |
| fPrevious 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

EFTA00023034

## EXHIBIT B

ΤΟ

# AIRCRAFT PURCHASE AGREEMENT

BY AND BETWEEN HYPERION AIR, LLC AND PREVITI BROTHERS CHARTER

SERVICES, LLEINDUSTRIAL 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

There is nothing of interest to extract from this image.

EFTA00023035

EXHIBIT C
TO
AIRCRAFT PURCHASE AGREEMENT

BY AND BETWEEN HYPERION AIR, LLC AND PREVITI BROTHERS CHARTER

SERVICES, LLEINDUSTRIAL INTEGRITY SOLUTIONS, LLC

# CERTIFICATE OF TECHNICAL ACCEPTANCE

# 2008 KEYSTONE (SIKORSKY) S-76C++ HELICOPTER

Manufacturer's Serial No. 760750
U.S. Registration No. N722JE

(See Attached)

18

EFTA00023036

# EXHIBIT C

## TO

# AIRCRAFT PURCHASE AGREEMENT

## BY AND BETWEEN HYPERION AIR, LLC AND PREVITI BROTHERS CHARTER SERVICES, LLEINDUSTRIAL INTEGRITY SOLUTIONS, LLC

Certificate of Technical Acceptance

## 2008 KEYSTONE (SIKORSKY) S-76C++ HELICOPTER

Manufacturer's Serial No. 760750
U.S. Registration No. N722JE

Reference is made to the provisions of Sections 3(f) and (h) of the Aircraft Purchase Agreement dated AorilMarelt , 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 , a ("Purchaser"), relating to the purchase and sale 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 Aniel 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"). Capitalized terms used but not otherwise defined in this Certificate shall have the meanings ascribed to such terms in the Agreement. This is to Certify as follows:

## Unconditional Acceptance:

Purchaser hereby certifies that Purchaser has completed its Pre-Purchase Inspection of the Aircraft in accordance with the provisions of the Agreement on the date written below, and Purchaser has Technically Accepted the Aircraft in its "as is", "where-is" and "with all faults" condition. The Deposit has become non-refundable and may be disbursed only as and when provided in the Agreement. This confirmation constitutes Purchaser's Unconditional Acceptance as provided in Sections 3(f) and (h) of the Agreement;

Dated:

PREVITI BROTHERS CHARTER SERVICES, LLEINDUSTRIAL INTEGRITY SOLUTIONS,
LLC

By: <empty>
Name: <empty>

19

EFTA00023037

|

Title:

EXHIBIT D

TO

# AIRCRAFT PURCHASE AGREEMENT

## BY AND BETWEEN HYPERION AIR, LLC AND PREVITI BROTHERS CHARTER SERVICES, LLEINDUSTRIAL INTEGRITY SOLUTIONS, LLC

## TERMINATION NOTICE

## 2008 KEYSTONE (SIKORSKY) S-76C++ HELICOPTER

## Manufacturer's Serial No. 760750
U.S. Registration No. N722JE

Reference is made to the provisions of Sections 3(t) and (g) of the Aircraft Purchase

Agreement dated Mardi-April , 2021 (the "Agreement") by and between HYPERION AIR, LLC, a U.S. Virgin Islands limited liability company ("Seller"), and PREALITI—BROTHERS CHARTER4ERWCESr INDUSTRIAL INTEGRITY SOLUTIONS. LLC a californiaNew Mexicolimitedliability company ("Purchaser"). relating to the purchase and sale ofone 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"). Capitalized terms used but not otherwise defined in this Certificate shall have the meanings ascribed to such terms in the Agreement.

Purchaser hereby confirms that Purchaser has completed its Pre-Purchase Inspection of the Aircraft in accordance with the provisions of the Agreement on the date written below, and Purchaser has rejected the Aircraft. This shall constitute Purchaser's Termination Notice in accordance with Sections 3(t) and (g) of the Agreement. The Escrow Agent is directed to return the Deposit to Purchaser, whereupon all further obligations ofSeller and Purchaser pursuant to the Agreement shall cease, except those relating to expenses and confidentiality as provided in Sections 12(n) and (o)of the Agreement.

Dated:

(NAME OF PURCHASER)

20

EFTA00023038

By:<empty>
Name:
Title:

EXHIBIT E
TO
AIRCRAFT PURCHASE AGREEMENT

BY AND BETWEEN HYPERION AIR, LLC AND PREVITI BROTHERS CHARTER SERVICES, LLEINDUSTRIAL INTEGRITY SOLUTIONS, LLC

WARRANTY BILL OF SALE

2008 KEYSTONE (SIKORSKY) S-76C++ HELICOPTER

Manufacturer's Serial No.: 760750
U.S. Registration No.: N722JE

(See Attached)

21

EFTA00023039

## WARRANTY BILL OF SALE

|

Pursuant to 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 PREVITI BROTHERS CHARTER SERVICES, LLEINDUSTRIAL INTEGRITY SOLUTIONS, LLC, a CaliforniaNew 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 ofSeller'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 toPurchaser 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,(II) 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.

22

EFTA00023040

(Signature on following page)

23

There is nothing in the image.

EFTA00023041

IN WITNESS WHEREOF, Seller has caused this Warranty Bill of Sale to be executed by its duly authorized representative, this day of April, 2021.

## HYPERION AIR, LLC

By: <empty>
Name: <empty>
Title: <empty>
Date: <empty>

24

EFTA00023042

## EXHIBIT F

TO

## AIRCRAFT PURCHASE AGREEMENT

BY AND BETWEEN HYPERION AIR, LLC AND PREVITI BROTHERS CHARTER

SERVICES, LLEINDUSTRIAL INTEGRITY SOLUTIONS, LLC

DELIVERY RECEIPT

2008 KEYSTONE (SIKORSKY) S-76C++ HELICOPTER

Manufacturer's Serial No.: 760750
U.S. Registration No.: N722JE

(See Attached)

25

- No chart or readable text detected.
- Image shows a tall, portrait-oriented blank panel with a very light gray background.
- Subtle border/edge and faint bottom shadow; no legend, labels, or data points present.

EFTA00023043

# 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 PREVITI BROTHERS CHARTER SERVICES, LLEINDUSTRIAL INTEGRITY SOLUTIONS, LLC, a CaliforniaNew 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 <empty> p.m., on <empty> , 2021 in an
“As Is, Where Is” condition and “With all Faults” at <empty> , Florida
and subject to the waivers and disclaimers set forth in the Agreement.

TOTAL TIME ON AIRFRAME AT DELIVERY: <empty> hours

TOTAL TIME ON ENGINES AT DELIVERY:
Engine No. 1 (MSN 42285TEC): <empty> hours/cycles
Engine No. 2 (MSN 42286TEC): <empty> hours/cycles

TOTAL LANDINGS AT DELIVERY: <empty>

PREVITI BROTHERS CHARTER SERVICES,
LLCINDUSTRIAL INTEGRITY SOLUTIONS,
LLC

By: <empty>
Name: <empty>
Title: <empty>
Date: <empty>

26

EFTA00023044

STATE OF:<empty> )
) ss:
COUNTY OF:<empty> )

The foregoing instrument was acknowledged before me this ______ day of _______, 2021 by ___________, as the _______________ of said ___________, a ___________, on behalf of said ___________.

NOTARY PUBLIC, STATE OF

27

EFTA00023045

## AIRCRAFT PURCHASE AGREEMENT

THIS AIRCRAFT PURCHASE AGREEMENT (this "Agreement") is entered into as of April 16, 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 , 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 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 282 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

EFTA00023046

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 ofSeller'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 pre-purchase inspection of the Aircraft in accordance with this Section 3 (the "Pre-Purchase Inspection") at the Banyan FBO 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 Purchaser's sole cost and expense in order to determine 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 Pm-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 flight test of no more than sixty (60) minutes in duration to be flown by the Seller's pilots with

2

EFTA00023047

up to three (3) representatives of Purchaser accompanying the flight. All procedures to be adopted during such flight test shall be those that are reasonably requested by the Purchaser and agreed to by Seller prior to the commencement of such flight test or, if arising out of a condition or circumstance occurring during said flight test, those that may be reasonably requested by the Purchaser and agreed to by Seller during said flight test, subject, however, at all times to the discretion of the chief pilot who shall have absolute operational discretion and control over the Aircraft.

(f) Purchaser shall, in its sole discretion, accept or reject the Aircraft by not later than five (5) business days following the completion of the Pre-Purchase Inspection and the issuance of a written inspection report from the Purchaser's agent (the "Inspection Report"), copies of which shall be made available to the Seller. Any difference, discrepancy or defect in the Aircraft from any of the Delivery Condition requirements in Section 2 hereof that cause the Aircraft not to be in airworthy condition is referred to in this Agreement as a "Discrepancy". The Inspection Report shall note thereon each Discrepancy, if any, found during the Pre-Purchase Inspection (including, without limitation, during the test flight) and include written estimates of the costs to repair each Discrepancy so noted. At Purchaser's discretion, Purchaser shall accept the Aircraft in its "as-is". "where-is" and "with all faults" condition ("Unconditional Acceptance"), or reject the Aircraft ("Rejection"). Purchaser's Unconditional Acceptance of the Aircraft shall be evidenced by Purchaser's issuance to Seller, with a copy to the Escrow Agent, of a Certificate of Technical Acceptance in the form of Exhibt C attached hereto (the "Certificate of Technical Acceptance"). If there are one or more Discrepancies which cause Purchaser in its discretion to issue a Rejection, then, within such three (3) business day period, Purchaser shall deliver to Seller, with a copy to the Escrow Agent, written notice of Purchaser's termination of this Agreement in the form of Exhibit D hereof (a "Termination Notice").

(g) If Purchaser timely issues a Termination Notice in accordance with Section 3(f), the Escrow Agent shall refund the Deposit to Purchaser, whereupon all further obligations of Seller and Purchaser pursuant to this Agreement shall cease, except those relating to expenses and confidentiality as provided in Sections 12(n) and (o) hereof.

(h) If Purchaser issues a Certificate of Technical Acceptance indicating
Purchaser's Unconditional Acceptance of the Aircraft, Purchaser shall wire transfer the Purchase
Price Balance to Escrow Agent as provided in Section 1 hereof, and the parties shall proceed with
Closing as hereinafter provided.

## 4. Closing and Delivery.

(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 three (3) business days 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 (iv) 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 April 20, 2021 (the "Closing Date"). Seller and Purchaser hereby acknowledge that the passing of title, possession and delivery of the

3

EFTA00023048

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 in flying the Aircraft from the Inspection Facility to the Closing Place shall be the sole responsibility of and paid for by Purchaser.

(b) At least 5 days prior to Closing Escrow Agent shall search FAA records and verify aircraft title is free and clear of all recorded liens, claims and encumbrances.

(c) Prior to the Closing, the following deliveries shall be made to the Escrow Agent by the responsible party indicated:

	(i) At least two (2) days prior to the Closing Date, Seller shall deliver the following to Escrow Agent:

(A) A Warranty Bill of Sale in the form attached hereto as Exhibit E transferring title to the Aircraft to Purchaser duly executed by an authorized representative or the manager of Seller, with his or her title shown, but undated (the "Warranty Bill of Sale"); and

(B) An FAA Form Bill of Sale AC 8050-2 in proper form for recordation at the FAA Civil Aircraft Registry to transfer title to the Aircraft to Purchaser duly executed by an authorized representative or the manager of Seller, with his or her title shown, but undated ("FAA Bill of Sale").

(ii) Purchaser shall:

(A) On or before the Closing Date but prior to Closing, wire transfer the Purchase Price Balance into the Special Escrow Account of the Escrow Agent; and

(B) At least two (2) days prior to the Closing Date, deliver to the Escrow Agent an Application for Aircraft Registration (AC Form 8050-1) for the Aircraft duly executed by an authorized representative or the manager of Purchaser, but undated (the "Application for Registration").

The documents described in subparagraphs (i) and (ii) of this Section 4(b) are hereinafter referred to collectively as the "Escrow Documents".

(d) Prior to the Closing Date, each of Seller. Purchaser and the Escrow Agent shall notify each of the others in writing (either by correspondence, fax or e-mail) of the name or names and telephone number of each representative of the respective parties which is to participate in the conference call to be conducted in connection with the Closing (hereinafter the "Closing Conference Call"). The Closing Conference Call shall be originated by Purchaser on the Closing Date on or about 10:00 a.m., U.S. Central Daylight Time, so as to complete the Closing, including the filing of the Escrow Documents with the FAA Registry in Oklahoma City, Oklahoma, prior to the closing of that office on the Closing Date.

EFTA00023049

(e) At the Closing, and after the representatives of each of Seller, Purchaser and the Escrow Agent have announced their respective attendance on the Closing Conference Call, then the following shall occur:

(i) If (A) the records of the FAA then reflect that Seller is the record owner of the airframe of the Aircraft and that said airframe and the two (2) engines of the Aircraft are free and clear of all recorded liens, claims, and encumbrances, and (B) the Escrow Agent has not otherwise received notice of any other lien, claim or encumbrance asserted by any third party with respect to the Aircraft, then the Escrow Agent shall so advise the participants on the Closing Conference Call and then, but only then, the Escrow Agent shall immediately wire the Purchase Price to Seller in accordance with wire transfer instructions which shall be provided to the Escrow Agent by Seller prior to the Closing Date, and simultaneously file with the FAA Registry for recordation, the FAA Bill of Sale, the Application for Registration and any other necessary Escrow Documents and, upon such filings being accomplished, shall then notify each of the participants on the Closing Conference Call of the time of filing of each such Escrow Documents. If the records of the FAA reflect there to be any lien on the Aircraft or Engines, this purchase agreement will be terminated, and the Escrow Agent shall refund the Deposit to Purchaser, whereupon all further obligations of Seller and Purchaser pursuant to this Agreement shall cease, except those relating to expenses and confidentiality as provided in Sections 12(n) and (o) hereof.

	(ii) Immediately following the above, the following shall occur at the Closing Place:

		(A) Seller's representative shall deliver possession of the Aircraft to
Purchaser; and

		(B) Purchaser shall execute and deliver to Seller a Delivery Receipt in the form attached hereto as Exhibit F.

(f) Following completion of the Closing as prescribed above, the Escrow Agent shall mail the Warranty Bill of Sale to the address specified by Purchaser.

(g) If all of the conditions and requirements specified in this Section 4 are not
satisfied on or before the Closing Date (or such later date as Seller and Purchaser may agree upon in
writing and provide to the Escrow Agent), then subject to the provisions of Section 9 hereof, with
which the Escrow Agent shall comply. the Escrow Agent shall do the following:

(i) the Escrow Agent shall retain the Escrow Documents and the Purchase Price in escrow until Seller and Purchaser furnish the Escrow Agent with a written agreement which gives the Escrow Agent instructions for payment of said funds and release of the Escrow Documents, or, if the Escrow Agent is not furnished with such a written agreement, the Escrow Agent shall retain the Purchase Price and the Escrow Documents in escrow until the Escrow Agent is ordered to pay said

5

EFTA00023050

funds and release the Escrow Documents in accordance with the final order of a court of competent jurisdiction.

5. Fee of Escrow Agent. The fee of the Escrow Agent (which fee also includes any out-of-pocket expenses incurred by the Escrow Agent) for performing its duties specified herein shall be paid by each of Purchaser and Seller in equal portions. Their respective portions of said fee shall be paid by them to the Escrow Agent as and when required by the Escrow Agent. In addition to its duties specified above, the duties of the Escrow Agent shall also include delivering a written preliminary title and lien report with respect to the Aircraft, and also a written post-closing title and lien report with respect to the same to each of Purchaser and Seller.

6. Taxes. Purchaser shall be responsible for and shall pay, or reimburse Seller for, any and all sales, excise, gross receipts. use, personal property, transfer or similar taxes, assessments or duties including interest or penalties imposed thereon and any costs incurred in defense of the nonpayment thereof, including reasonable attorney's fees and expenses, arising out of, or incurred in connection with, the sale and delivery of the Aircraft to Purchaser or the use, ownership, possession, maintenance or operation of the Aircraft after the Closing, but specifically excluding any income, capital gains or other similar taxes based on the income of Seller or personal property or other similar taxes assessed or based upon Seller's ownership or use of the Aircraft prior to the Closing (which shall be Seller's responsibility). Each party hereto will be responsible for researching its own tax position in relation to the transactions contemplated hereby, and neither shall be deemed to have relied on any advice provided by the other party or such party's advisors and tax professionals. The provisions of this Section 6 shall survive Closing. The Parties have agreed that the Closing Place will be at Fort Lauderdale Executive Airport KFXE, Florida. Purchaser will provide Seller with completed Form GT-500002 to qualify for the fly-away sales tax exemption in the state of Florida and will fully comply with all requirements of Florida's fly-away sales tax exemption. Provided that Purchaser delivers this notarized form to Seller and fully complies with such requirements, Purchaser will not be required to pay any sales taxes resulting from this transaction.

7. (a) Seller's Representations and Warranties. Seller hereby represents and warrants to Purchaser the following:

(i) Seller has good and marketable title to the Aircraft and on the Closing Date Seller will convey to Purchaser good and marketable title to the Aircraft free and clear of any and all leases, liens, claims, rights to purchase and encumbrances of any kind or nature.

(ii) Seller is a limited liability company duly organized, validly existing, and in good standing under the laws of the United States Virgin Islands. Seller has full corporate power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder, and to consummate the transaction contemplated thereby. The execution, delivery and performance by Seller of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Seller.

(iii) No broker, finder or investment banker will be entitled to any brokerage. finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller; provided, however, that Equus Global Aviation has been engaged by Seller as a broker for the Aircraft pursuant to a separate

6

EFTA00023051

agreement between Seller and said broker which governs the terms and conditions upon which any compensation may be due from Seller to said broker upon the sale of the Aircraft, and Purchaser shall not be responsible for any such compensation pursuant to such agreement.

(a) Purchaser's Representations and Warranties. Purchaser hereby
represents and warrants to Seller the following:

(i) Purchaser is a limited liability company duly organized, validly existing, and in good standing under the laws of New Mexico. Purchaser has full corporate power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder, and to consummate the transaction contemplated thereby. The execution, delivery and performance by Purchaser of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Purchaser.

(ii) No broker, finder or investment banker is entitled to any

brokerage, finder's or other fee or commission in connection with the transactionscontemplatedby thisAgreementbased uponarrangementsmadebyor onbehalfofPurchaser.

8. LIMITATION OF WARRANTIES. EXCEPT FOR THE

REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY SET FORTH IN SECTION 7HEREOFOR IN THE WARRANTY BILLOFSALE(THE"EXPRESSCONTRACT 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 CONTRACT 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, ITSAGENTS, REPRESENTATIVESOR EMPLOYEES AS TO THE AIRWORTHINESS OR PHYSICAL CONDITION OF THE AIRCRAFT; (II) NO IMPLIED WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES OFMERCHANTABILITY ORFITNESSFORA PARTICULARPURPOSE OFTHEAIRCRAFT; (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, REPRESENTATIVESOREMPLOYEESAGAINST PATENT INFRINGEMENTORTHE LIKE. IN NO EVENT SHALL EITHER PARTY HERETO BE LIABLE FOR ANY SPECIAL, INCIDENTAL ORCONSEQUENTIAL DAMAGESOFANYKIND.

## 9. Purchaser's Breach and Remedies.

(a) Failure by Purchaser to pay the Purchase Price at Closing in accordance with this Agreement, to deliver any Closing documents required by this Agreement, or any other failure or refusal by Purchaser to perform any of its obligations under this Agreement, or any material misrepresentation by Purchaser pursuant to this Agreement, shall, upon the actual or offered performance by Seller of all its obligations, and the failure by Purchaser to cure such failure within seven (7) days after Seller gives Purchaser notice of such failure, constitute a breach of this Agreement

7

EFTA00023052

by Purchaser. Except as otherwise provided, the parties hereto expressly agree that in the event of such breach as a result of which the Closing does not take place, the Deposit shall be forfeited by Purchaser, and the Deposit shall be distributed by the Escrow Agent to Seller as liquidated damages and as its sole and exclusive remedy, all other remedies in such event, including but not limited to incidental and consequential damages, being hereby waived by Seller. The limitation of Seller's remedies as set forth in this Section 9(a) shall not be construed to limit or otherwise adversely affect Seller's post-closing remedies should the Closing occur, for breach of any express warranties by Purchaser set forth in this Agreement or the breach of any post-closing obligations of Purchaser set forth in this Agreement.

(b) If either party hereto commences a legal proceeding to enforce any of the provisions of this Agreement, the prevailing party in such action shall also have the right to recover reasonable attorneys' fees and costs from the other party to be fixed by the court in that same legal proceeding, notwithstanding any limiting provisions contained in Section 9(a) above.

10. Seller's Indemnification Regarding Title. Seller hereby agrees to defend, indemnify, and hold harmless Purchaser, its members, managers, officers, employees, agents, representatives, successors, and assigns, from and against any and all losses, liabilities, expenses, charges, fees, claims, causes of action, damages. obligation, judgments, and other costs, including but not limited to, reasonable attorneys' fees, arising out of or resulting Purchaser having to defend against a challenge by any third party to Purchaser's interest in the Aircraft.

11. Performance. Force Majeure and Risk of Loss. Notwithstanding anything to the contrary, the following shall apply:

(a) In the event that the Aircraft is destroyed or damaged prior to the Closing Date, this Agreement may be terminated in its entirety by either party without liability to the other party, except that the Purchase Price and the Application for Registration, if already delivered to the Escrow Agent, shall be promptly returned to Purchaser, and the FAA Bill of Sale and the Warranty Bill of Sale, if already delivered to the Escrow Agent, shall be promptly returned to Seller.

(b) Neither Seller nor Purchaser shall be responsible for any delay beyond the Closing Date due to any cause beyond its control, including but not limited to the following causes: civil wars, insurrections, strikes, riots, fires, floods, explosions, earthquakes, any act of government or governmental priorities, allocations, regulation, orders affecting materials, act of God, act of the public enemy, failure of transportation, epidemics, or labor trouble causing slowdown or interruption of work.

(c) Exclusive care, custody and control of the Aircraft and all risks ofloss, damage or destruction to the Aircraft from any cause whatsoever, including but without limiting the generality of the foregoing, risks of damage to or loss or destruction of the Aircraft and liability to third parties for property damages, personal injury or death, shall pass to and be assumed by Purchaser upon the filing of the FAA Bill of Sale with the FAA and delivery of the Aircraft to Purchaser in accordance with the provisions of this Agreement. Upon delivery of the Aircraft to Purchaser hereunder, Seller disclaims and shall be fully relieved of, and Purchaser shall assume and, effective as of the completion of the Closing, hereby assumes, all responsibility in connection with, the Aircraft and all risks incident to ownership. maintenance, repair, use and modification thereof. Upon such delivery, Purchaser hereby indemnifies and holds harmless Seller, its managers, members, employees and agents from

8

EFTA00023053

and against any and all liability arising out of the care, custody, use and/or control of the Aircraft at all times from and after such delivery. The provisions of this Section 11(c) shall survive the Closing.

	12. Other Matters.

(a) Each party hereto agrees to execute and deliver such additional documents and take such further actions as may be reasonably requested by the other party hereto to fully effectuate and carry out the purposes of this Agreement.

(b) Except as expressly provided herein, the provisions of this Agreement which by their terms are to be performed and observed after the Closing, and the several representations, warranties and agreements of the parties herein contained, shall survive the Closing.

(c) This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements. arrangements and understandings relating to the subject matter hereof. No representation, promise, inducement or statement of intention has been made by either party which is not embodied in this Agreement, and neither party shall be bound by, or be liable for, any alleged representation, promise. inducement, or statement of intention not embodied herein.

(d) This Agreement may be executed in one or more counterparts, and all such counterparts shall constitute one and the same instrument.

(e) No modification or amendment of this Agreement shall be binding unless it is in writing and signed by each of the parties hereto.

(I) All notices required or permitted hereunder shall be in writing and, except as may otherwise be provided herein, shall be deemed to be given when delivered personally, or within three (3) business days after mailing, if mailed by registered or certified mail, return receipt requested, postage prepaid, or on the date of transmission, if sent by facsimile or e-mail (and written confirmation of transmission is provided), addressed to the other party for whom it is intended at the address, facsimile number, or email address set forth below, or to such other address as hereafter may be designated in writing by either party hereto to the other party hereto:

If to Seller:

HYPERION AIR, LLC
c/o Darren K. Indyke
5300 West Atlantic Avenue. Suite 602
Delray Beach, Florida

Email:

If to Purchaser:
INDUSTRIAL INTEGRITY SOLUTIONS, LLC
2151 E. Convention Center Way, Ste. 222
Ontario, CA 91764-5496

9

EFTA00023054

Email:

(g) Any signatures on this Agreement may be transmitted via facsimile or e-mail (in pdf format), which signatures shall be deemed originals for all purposes if transmitted in accordance with Section 12(f) above.

(h) Neither any failure nor any delay on the part of either party hereto in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial waiver or exercise of any right hereunder preclude any other future single or partial waiver or exercise of any right hereunder. No waiver hereof shall be effective unless it is writing signed by the party hereto to be charged with the same and then it shall only be effective as to the specific matter and in the specific instance stated in such writing.

(i) The descriptive headings of the several sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

(j) This Agreement shall be construed and enforced in accordance with the laws of the U.S. Virgin Islands, excluding its conflicts of laws rules, and, to the extent applicable, the laws of the United States of America.

(k) If any clause, provision or section of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable for any reason whatsoever, such invalidity or unenforceability shall not in itself affect the remaining clauses, provisions and sections hereof, so long as the rights or obligations of the parties hereto shall not be materially and adversely affected thereby.

(1) All payments provided for in this Agreement are to be made in United States Dollars.

(m) Purchaser and Seller (for purposes of this clause, the "Indemnifying Party") each agree to indemnify and hold the other harmless in respect of any claims for brokerage fees, finders fees, agent's commissions or other similar payments or forms of compensation which may be made against the other party as a result of any contracts, understandings, arrangements, agreements or other actions of the Indemnifying Party in connection with the purchase or sale of the Aircraft.

(n) Except as otherwise expressly provided in this Agreement, each of Seller and Purchaser shall bear its own costs and expenses (including, but not limited to, the fees of its legal and tax advisors), incurred in the drafting and the negotiation of this Agreement and in connection with the Closing.

(o) Each of the parties hereto agree that the terms and provisions of this Agreement, including, but not limited to, the fact that discussions and negotiations have been conducted by the panics hereto, shall be deemed to be strictly confidential and shall not be disclosed to any third parties other than the parties respective employees, attorneys, accountants, tax advisors or other representatives for the purposes of effectuating the purchase and sale of the Aircraft contemplated by this Agreement, and except as may be required in connection with any aapllicablc

10

EFTA00023055

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 INTEGRITY SOLUTIONS,
LLC
By: <signature>
Name: Rich Munkvold
Title: CFO

11

EFTA00023056

## CONSENT AND JOINDER:

The undersigned, AIC Title Service, LLC, ("Escrow Agent") 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 $1,800.00 hundred)

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, cntity, 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 I2(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 District Court for the Western District of Oklahoma. The foregoing shall not affect the governing law and jurisdiction provisions contained in Section 12(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: <empty>
Name: Melissa Koboldt
Title: Escrow agent

12

EFTA00023057

## EXHIBIT A

## ΤΟ

## AIRCRAFT PURCHASE AGREEMENT

BY AND BETWEEN HYPERION AIR, LLC AND INDUSTRIAL INTEGRITY SOLUTIONS, LLC

## SPECIFICATIONS

## 2008 KEYSTONE (SIKORSKY) S-76C++ HELICOPTER

Manufacturer's Serial No. 760750

U.S. Registration No. N722JE

(See Attached)

13

EFTA00023058

## 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

ADSB-Out Compliant Iridium Phone System
XM Satellite Radio Emergency Flotation System
Enhanced Cabin Soundproofing LED Wash Lighting
Keith Electric Air-Conditioning System 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: Honeywell Primus II Avionics Suite

Air Data Computer: Dual Air Data Computers Attitude Heading Reference System: Dual Litef LCR-92s Al IRS 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 Nay Interface Flight Control System / Autopilot: Dual Honeywell FZ-706 Flight Control Computers Flight Management System: Universal Uns- I fw Global Positioning System: Universal Uns-I fw 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 Stormscope: Honeywell Lp-850 Lightning Detection System

14

EFTA00023059

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 HeloTrac

Inspection Status 36 Month C/W June 2019, Fresh Annual Jan 2021

15

EFTA00023060

## EXHIBIT A-1

## ΤΟ

## 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 EFIS 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

EFTA00023061

## EXHIBIT B

## ΤΟ

## 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

EFTA00023062

## EXHIBIT C

## ΤΟ

AIRCRAFT PURCHASE AGREEMENT

BY AND BETWEEN HYPERION AIR, LLC AND INDUSTRIAL INTEGRITY SOLUTIONS, LLC

## CERTIFICATE OF TECHNICAL ACCEPTANCE

## 2008 KEYSTONE (SIKORSKY) S-76C++ HELICOPTER

Manufacturer's Serial No. 760750
U.S. Registration No. N722JE

(See Attached)

18

EFTA00023063

## EXHIBIT C

# ΤΟ

# AIRCRAFT PURCHASE AGREEMENT

# BY AND BETWEEN IfYPERJON AIR, LLC AND INDUSTRIAL INTEGRITY SOLUTIONS, LLC

Certificate of Technical Acceptance

## 2008 KEYSTONE (SIKORSKY) S-76C++ HELICOPTER

Manufacturer's Serial No.: 760750
U.S. Registration No.: N722JE

Reference is made to the provisions of Sections 3(f) and (h) of the Aircraft Purchase Agreement dated April <empty>, 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, a <empty> ("Purchaser"), relating to the purchase
and sale 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"). Capitalized terms used but not otherwise defined in this Certificate shall have the meanings
ascribed to such terms in the Agreement. This is to Certify as follows:

## Unconditional Acceptance:

Purchaser hereby certifies that Purchaser has completed its Pre-Purchase Inspection of the Aircraft in accordance with the provisions of the Agreement on the date written below, and Purchaser has Technically Accepted the Aircraft in its "as is", "where-is" and "with all faults" condition. The Deposit has become non-refundable and may be disbursed only as and when provided in the Agreement. This confirmation constitutes Purchaser's Unconditional Acceptance as provided in Sections 3(f) and (h) of the Agreement;

Dated:
INDUSTRIAL INTEGRITY SOLUTIONS, LLC
By: <empty>
Name:
Title:

## EXHIBIT D

19

EFTA00023064

ΤΟ

# AIRCRAFT PURCHASE AGREEMENT

# BY AND BETWEEN HYPERION AIR, LLC AND INDUSTRIAL INTEGRITY SOLUTIONS, LLC

# TERMINATION NOTICE

## 2008 KEYSTONE (SIKORSKY) S-76C++ HELICOPTER

Manufacturer's Serial No. 760750
U.S. Registration No. N722JE

Reference is made to the provisions of Sections 3(0 and (g) of the Aircraft Purchase Agreement dated April , 2021 (the "Agreement") by and between 1lYPERION AIR, LLC, a U.S. Virgin Islands limited liability company ("Seller"), and INDUSTRIAL INTEGRITY SOLUTIONS, LLC, a New Mexico limited liability company ("Purchaser"), relating to the purchase and sale of one used 2008 Keystone (Sikorsky) model S-76C+t helicopter, bearing manufacturer's serial number 760750, and currently registered with the United States Federal Aviation Administration (the "FAA") as N722.1E, 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"). Capitalized terms used but not otherwise defined in this Certificate shall have the meanings ascribed to such terms in the Agreement.

Purchaser hereby confirms that Purchaser has completed its Pre-Purchase Inspection of the Aircraft in accordance with the provisions of the Agreement on the date written below, and Purchaser has rejected the Aircraft. This shall constitute Purchaser's Termination Notice in accordance with Sections 3(f) and (g) of the Agreement. The Escrow Agent is directed to return the Deposit to Purchaser, whereupon all further obligations of Seller and Purchaser pursuant to the Agreement shall cease, except those relating to expenses and confidentiality as provided in Sections 12(n) and (o) of the Agreement.

Dated:

Dated.
[NAME OF PURCHASER]
By:<empty>
Name:
Title:

EXHIBIT E

TO

20

EFTA00023065

AIRCRAFT PURCHASE AGREEMENT

BY AND BETWEEN HYPERION AIR, LLC AND INDUSTRIAL INTEGRITY SOLUTIONS, LLC

## WARRANTY BILL OF SALE

## 2008 KEYSTONE (SIKORSKY) S-76C++ HELICOPTER

Manufacturer's Serial No. 760750
U.S. Registration No. N722JE

(See Attached)

22 21 21

EFTA00023066

## WARRANTY BILL OF SALE

Pursuant to 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"), 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+4 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, (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

EFTA00023067

IN WITNESS WHEREOF, Seller has caused this Warranty Bill of Sale to be executed by its duly authorized representative, this ____ day of April, 2021.

## HYPERION AIR, LLC

By: <empty>
Name: <empty>
Title: <empty>
Date: <empty>

23

EFTA00023068

## 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.: N722JE
(See Attached)

24

EFTA00023069

## 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 <empty> p.m., on <empty> , 2021 in an “As
Is, Where Is” condition and “With all Faults” at <empty> , Florida and
subject to the waivers and disclaimers set forth in the Agreement.

TOTAL TIME ON AIRFRAME AT DELIVERY: <empty> hours

TOTAL TIME ON ENGINES AT DELIVERY:
Engine No. 1 (MSN 42285TEC): <empty> hours/cycles
Engine No. 2 (MSN 42286TEC): <empty> hours/cycles

TOTAL LANDINGS AT DELIVERY: <empty>

INDUSTRIAL INTEGRITY SOLUTIONS, LLC

By: <empty>
Name: <empty>
Title: <empty>
Date: <empty>

25

EFTA00023070

STATE OF:<empty>)
) ss:
COUNTY OF:<empty>)

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

EFTA00023071

AIC
TITLE SERVICE

## INTERNATIONAL REGISTRY PROFESSIONAL ADMINISTRATION SERVICES AGREEMENT

This agreement is between Industrial Integrity Solutions, LLC as Transacting User Entity ("TUE") and AIC TITLE SERVICE, LLC, as Professional Administrator ("PA").

• TUE anticipates registering interests with the International Registry ("IR") created pursuant to the Convention on International Interests in Mobile Equipment (the "Convention"), the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment ("Protocol"), both signed in Cape Town, South Africa on November 16, 2001, together with the Regulations for the International Registry ("Regulations"), the International Registry Procedures ("Procedures"), the International Registry Website Terms and Conditions ("Terms and Conditions") and all other rules, amendments, supplements, and revisions (collectively the "CTT").

• PA is an approved Professional User Entity under the CTT and PA and its employees and agents providing services under this agreement have each been or will be approved as a Professional User of PA.

• PA has agreed to assist TUE with establishing TUE as an approved Transacting User Entity and with registering interests on the IR.

The parties agree as follows:

1. Services. TUE appoints PA as its agent and authorizes PA to perform the following services:

	a. Establish an account in the name of the TUE as a Transacting User Entity on the IR

	b. Appoint an employee or agent of PA as the TUE's Administrator to communicate with the IR on behalf of the TUE;

	c. Appoint or assist TUE with appointing one or more (i) Transacting Users, as may be designated from time to time by TUE, or (ii) Professional Users (which may be one or more employees or agents of TUE) to act for TUE when delegated authority by the Administrator;

	d. PA's employees or agents as an Administrator or Professional User for TUE, shall be authorized to perform any and all functions of an Administrator or Professional User as contemplated and authorized under the CTT, including initiating or consenting to the registration of international interests, sale or contracts of sale with the IR (including amending, subordinating, subrogating, discharging or assigning said registrations) or specifically delegating the authority to make such registrations with the IR to another Transacting User or Professional User;

	e. Obtain Priority Search Certificates, Informational Searches, or Contracting State Search Certificates from the IR as requested by the TUE or as necessary in the discretion of PA or its employees or agents acting reasonably;

	f. PA's employees or agents acting as Administrator or Professional User for TUE shall not take any action with respect to the IR on behalf of the TUE until TUE specifically authorized in writing (which may include email or fax instructions);

	g. If at any time PA's employees or agents acting as Administrator or Professional User for TUE are not certain how to proceed, for any reason, they may refuse to take any action until they receives written instructions from TUE in a form and with content acceptable to PA.

## 2. Authority and Binding Actions.

a. Any actions by PA's employees or agents on behalf of TUE when dealing with the IR will be subject to the most current Regulations, Procedures and Terms and Conditions set forth on the IR website, https://www.Internationalregistry.aero.

b. TUE is also bound by the Regulations, Procedures, Terms and Conditions, shall ratify any actions PA's employees or agents performance in accordance with the terms of this Agreement, and shall complete the TUE Information Form attached and incorporated by reference as Exhibit A.

1

Contract No.: <empty> (for PA use only)

EFTA00023072

TI - = I C
TITLE SERVICE

	c. TUE shall execute and return to PA the Confirmation of Entitlement to Act ("CEA") form attached as Exhibit B. This form Is required by and must be submitted by PA to the IR, must be signed by an officer or senior manager of the TUE (the TUE is called the "Entity" on this form), notes the Back-Up Contact appointed by the TUE, and may not be altered in any way.

	d. PA's employees or agents acting as Administrator or Professional User for TUE shall, upon receipt of direction from the individual authorized to act on behalf of TUE as provided in Exhibit A (the "Backup Contact") in form acceptable to Agent, be authorized to perform any and all functions of an Administrator or Professional User as contemplated and authorized under the CTT,

3. Fees. PA shall charge the fees and costs as set forth below:

| Service                                                                                                                                         | Total Fees                      |
|-|-|
| 1. Assist parties with establishing a TUE and Agent acts<br />as Administrator for a TUE. Renewal fees are the same<br />price.                 | $400 (1 year)                   |
| 2. Make registrations with the IR as<br />Administrator or as a designated PUE per one (1) airframe<br />and two (2) associated engines Assist. | $300 for each<br />registration |
| 3. As Administrator, specifically delegate authority to<br />make registrations to another PUE or TUE.                                          | $25/aircraft object             |
| 4. Obtain IR search certificates -- per aircraft and<br />two associated engines.                                                               | $300                            |

a. TUE shall pay all PA's fees and costs in advance of services rendered, by either wire transfer or credit ca d.

b. PA's fees may be modified from time to time upon PA sending TUE a revised fee schedule.

## 4. Limitation on PA's Liability.

a. TUE acknowledges that PA's employees and agents acting as Administrator or Professional User for TUE are acting as representatives of PA and not in any individual capacity.

b. PA and its employees and agents acting as Administrator or Professional User will not be responsible or liable for any matters relating to or arising from the failure of the IR or the failure or malfunction of any of the IR's or PA's computers or computer systems.

c. PA and its employees and agents acting as Administrator or Professional User for TUE shall be entitled to rely, without investigation, upon any document, instrument, instruction, notice, consent, certificate, statement, signature or writing (collectively, a "Communication") delivered to them (whether email, facsimile or otherwise) that purports to have been signed, executed or sent by TUE or any person acting by or for TUE, as conclusive evidence that the person or entity signing, executing or sending any such Communication had full and complete authority to do so on behalf of TUE.

d. TUE agrees to indemnify and hold PA and its employees and agents acting as Administrator or Professional User for TUE harmless from all losses, costs, damages, expenses and attorneys' fees suffered or incurred by them arising from their acts or omissions related to or in the good faith performance of this Agreement, except such acts or omissions as may be the result of their willful misconduct or gross negligence.

2

Contract No.: <empty> (for PA use only)

EFTA00023073

AIC

TITLE SERVICE

5. Term. This agreement will terminate by either party giving ten (10) days written notice to the other. Upon termination of this Agreement, and upon payment of all fees owed to PA, PA will promptly appoint TUE Contact (or such other person as designated in writing by TUE Contact) as the Administrator for TUE.

6. Notices. Any notice or communication shall be given in writing by serving the same upon the party to whom the notice is addressed by telecopy/facsimile, email, via overnight courier service, or by certified mail, return receipt requested, at the following addresses:

PA:
AIC TITLE SERVICE, LLC
6350 West Reno Avenue
Oklahoma City, OK 73127
Phone: (800) 288-2519
Phone: <empty>
Fax: <empty>
Email: <empty>
Attention: Suzanne Pruitt

TUE: As provided in the TUE Information form (Exhibit A)

7. Governing Law Venue. This agreement shall be construed in accordance with, and all actions arising under or in connection with this agreement shall be governed by, the internal laws of the State of Oklahoma (without reference to conflict of law principles). Any suit, action or other legal proceeding arising out of or relating to this Agreement shall be brought exclusively in the United States District Court for the Western District of Oklahoma or the District Court for Oklahoma County. The parties agree to submit to personal jurisdiction in the foregoing courts and to venue in those courts.

8. Fax and Email Delivery and Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. The exchange of copies of this Agreement by facsimile transmission or email shall constitute effective execution and delivery and may be used in lieu of the original Agreement for all purposes.

9. Assignment. This Agreement may not be assigned, transferred or otherwise disposed of by either party without consent of the parties.

10. Entire Agreement. This agreement and the attached exhibits contain the entire agreement of the parties with respect to the subject matter of this agreement, and supersede all prior negotiations, agreements and understandings. This agreement may only be amended by a written document duly executed by all parties.

11. Effectiveness; Date. This agreement will become effective when all the parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this agreement.

TUE: Industrial Integrity Solutions, LLC a New Mexico Limited Liability Company
Printed Name: Richard Munkvold
Signature: <signature>
Title: Chief Financial Officer
Date: 5-5-21

PA: AIC Title Service, LLC
Signature: <empty>
Title: International Registry Specialist
Date: <empty>

3
Contract No.: <empty> (for PA use only)

EFTA00023074

AIC
TITLE SERVICE

Exhibit A

# TUE INFORMATION FORM

## TUE Information:

Company Name: Industrial Integrity Solutions, LLC a New Mexico Limited Liability Company
Street Address: 2151 E. Convention Center Way #222
Street Address:<empty>
P.O. Box:<empty>
City: Ontario
State: Ca
Zip Code: 91764
Country: USA

BACKUP CONTACT Information:
Backup Contact: Rich Munkvold
Title: Chief Financial Officer
Phone:<empty>
Fax:<empty>
Email:<empty>

Alternate Backup Contact: Tia Goodman
Title: Controller
Phone:<empty>
Email: tgoodman@frontier-enterprises.com

Return the following with this form and your completed CEA form (Exhibit B) to PA:

1. If TUE is a corporation or limited liability company, a copy of a certificate of incorporation or formation, as applicable.

2. If the TUE is an individual, a legible copy of your driver's license and/or passport.

Contract No.: <empty> (for PA use only)

4

EFTA00023075

# CONFIRMATION OF ENTITLEMENT TO ACT FORM

TO: The Registrar of International Registry ofInternational Interests in Aircraft Equipment

AT: Email: registryoflicials®aviareto.aero OR Fax no: +353 I 829 3508

## FORM

Administrator: Suzanne Pruitt
Back-Up Contact: Rich Munkvoid
Entity: Industrial Integrity Solutions
Entity Postal Address: 2151 E. Convention Center Way #222
Ontario, Ca 91764
Entity State of Incorporation: New Mexico

Relation of Administrator to Entity (select one)
[ ] Employee of
[ ] Attorney for
[x] Agent of
[ ] Natural person acting in own capacity
[ ] Other. Please describe: <empty>

Entity Type (select one)
[x] A legal entity
[ ] Legal entities acting jointly
[ ] A natural person
[ ] Natural persons acting jointly
[ ] Other. Please describe: <empty>

## DECLARATION

I confirm that the details noted in the Form above are correct and that, when approved by the Registrar, the Administrator has authority to act as administrator for the Entity in accordance with the Regulations and Procedures for the International Registry and to:

(a) effect, amend, discharge, transfer the right to discharge or consent to registrations on the International Registry in which the Entity is a named party or is authorized to act for a named party; and

(b) carry out all other functions of an administrator and assume all of the powers, obligations and responsibilities of an administrator set out in the Regulations and Procedures for the International Registry.

I confirm that the Back-Up Contact noted above is the "back-up contact' as described in the Regulations and Procedures for the International Registry.

I confirm that I have the power to act on behalf of the Entity in confirming the above nominations, authorisations, undertakings and

details.

If signing electronically, please acknowledge the following:
[ ] I confirm that I am permitted to sign documents using an electronic signature and that I have personally attached my electronic signature to this document, in accordance with the Entity's prevailing policies and guidance.

Signature: <signature> (cannot be signed by the Administrator)
Name (Please Print): Richard Munkvold
TITLE (Please Print): Chief Financial Officer
DATE (DD-MMM-YYYY): 5-5-2021

EFTA00023076

# Statement in Support of Registration of a United States Civil Aircraft in the Name of a Limited Liability Company

Complete name of the Applicant: Industrial Integrity Solutions, LLC
State in which LLC is organized: New Mexico
Effective date of formation of the LLC: October 7, 2016
Name of each member of the LLC:
Name of Member: James L. Previti
Type of Entity (ie: individual, corporation, partnership, etc.): Individual
U.S. Citizenship Verification:
Y [ ]
N [ ]
Name of Member: Frontier Finance Co.
Type of Entity (ie: individual, corporation, partnership, etc.): California Corp.
U.S. Citizenship Verification:
Y [ ]
N [ ]
Name of Member: <empty>
Type of Entity (ie: individual, corporation, partnership, etc.): <empty>
U.S. Citizenship Verification:
Y [ ]
N [ ]
(Please use additional sheets if additional space is required)
LLC is managed by:
[ ] Manager(s)
[x] Member(s)
[ ] Officer(s)
If LLC is managed by Manager(s)/Officer(s)
Name of Manager(s) / Officer(s): <empty>
Type of Entity (ie: individual, corporation, partnership, etc.): <empty>
U.S. Citizenship Verification:
Y [ ]
N [ ]
Name of Manager(s) / Officer(s): <empty>
Type of Entity (ie: individual, corporation, partnership, etc.): <empty>
U.S. Citizenship Verification:
Y [ ]
N [ ]
(Please use additional sheets if additional space is required)
Can the managers, members or officers of this LLC act independently?
Y [x]
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(a)(15) 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(a)(15).

49 U.S.C. Section (a)(15): 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 possession 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(a)(15) please attach an additional sheet for explanation to substantiate that the LLC qualifies as a citizen of the United States.

By: <signature>
Its: <empty>
(title)
Dated: 5-6-21

EFTA00023077

[x]

# State of California

S

# Secretary of State

Statement of Information

G889060

(Domestic Stock and Agricultural Cooperative Corporations)

FEES (Filing and Disclosure): $25.00.

# FILED

If this is an amendment, see instructions.

IMPORTANT — READ INSTRUCTIONS BEFORE COMPLETING THIS FORM

1. CORPORATE NAME
FRONTIER FINANCE CO.
2. CALIFORNIA CORPORATE NUMBER
C2557295

in the office of the Secretary of State of the State of California

AUG-27 2019

This Space for Filing Use Only

No Change Statement (Not applicable if agent address of record is a P.O. Box address. See instructions.)
3. If there have been any changes to the information contained in the last Statement of Information filed with the California Secretary of State, or no statement of information has been previously filed, this form must be completed in its entirety.
[ ] If there has been no change in any of the information contained in the last Statement of Information filed with the California Secretary of State, check the box and proceed to Item 17.

Complete Addresses for the Following (Do not abbreviate the name of the city. Items 4 and 5 cannot be P.O. Boxes.)

4. STREET ADDRESS OF PRINCIPAL EXECUTIVE OFFICE:
CITY: <empty>
STATE: <empty>
ZIP CODE: <empty>

2151 EAST CONVENTION CENTER WAY STE 222, ONTARIO, CA 91764

5. STREET ADDRESS OF PRINCIPAL BUSINESS OFFICE IN CALIFORNIA, IF ANY:
CITY: <empty>
STATE: <empty>
ZIP CODE: <empty>

2151 EAST CONVENTION CENTER WAY STE 222, ONTARIO, CA 91764

6. MAILING ADDRESS OF CORPORATION, IF DIFFERENT THAN ITEM 4:
CITY: <empty>
STATE: <empty>
ZIP CODE: <empty>

Names and Complete Addresses of the Following Officers (The corporation must list these three officers. A comparable title for the specific officer may be added; however, the preprinted titles on this form must not be altered.)
7. CHIEF EXECUTIVE OFFICER/
JAMES L PREVITI 
ADDRESS: 2151 EAST CONVENTION CENTER WAY STE 222, ONTARIO, CA 91764
CITY: <empty>
STATE: <empty>
ZIP CODE: <empty>

8. SECRETARY
RICHARD MUNKVOLD 
ADDRESS: 2151 EAST CONVENTION CENTER WAY STE 222, ONTARIO, CA 91764
CITY: <empty>
STATE: <empty>
ZIP CODE: <empty>

9. CHIEF FINANCIAL OFFICER/
RICHARD MUNKVOLD 
ADDRESS: 2151 EAST CONVENTION CENTER WAY STE 222, ONTARIO, CA 91764
CITY: <empty>
STATE: <empty>
ZIP CODE: <empty>

Names and Complete Addresses of All Directors, Including Directors Who are Also Officers (The corporation must have at least one director. Attach additional pages, if necessary.)
10. NAME: JAMES L PREVITI
ADDRESS: 2151 EAST CONVENTION CENTER WAY STE 222,
CITY: ONTARIO, CA 91764
STATE: <empty>
ZIP CODE: <empty>

11. NAME: <empty>
ADDRESS: <empty>
CITY: <empty>
STATE: <empty>
ZIP CODE: <empty>

12. NAME: <empty>
ADDRESS: <empty>
CITY: <empty>
STATE: <empty>
ZIP CODE: <empty>

13 NUMBER OF VACANCIES ON THE BOARD OF DIRECTCRS IF ANY:

Agent for Service of Process If the agent is an individual, the agent must reside in California and Item 15 must be completed with a California street address, a P.O. Box address is not acceptable. If the agent is another corporation, the agent must have on file with the California Secretary of State a certificate pursuant to California Corporations Code section 1505 and Item 15 must be left blank.
14. NAME OF AGENT FOR SERVICE OF PROCESS: PARACORP INCORPORATED
15. STREET ADDRESS OF AGENT FOR SERVICE OF PROCESS IN CALIFORNIA, IF AN INDIVIDUAL CITY:<empty>
STATE:<empty>
ZIP CODE:<empty>

## Type of Business

16. DESCRIBE THE TYPE OF BUSINESS OF THE CORPORATION:
FINANCING & REAL ESTATE

17. BY SUBMITTING THIS STATEMENT OF INFORMATION TO THE CALIFORNIA SECRETARY OF STATE, THE CORPORATION CERTIFIES THE INFORMATION CONTAINED HEREIN, INCLUDING ANY ATTACHMENTS, IS TRUE AND CORRECT.
DATE: 08/27/2019
TYPE/PRI NAME OF PERSON COMPLETING FORM: MICHAEL MONTGOMERY
TITLE: COUNSEL
SIGNATURE: <empty>

SI-200 (REV 01/2013)

Page 1 of 1

APPROVED BY SECRETARY OF STATE

EFTA00023078

[x]

# State of California

S

# Secretary of State

Statement of Information

G889060

(Domestic Stock and Agricultural Cooperative Corporations)

FEES (Filing and Disclosure): $25.00.

# FILED

If this is an amendment, see instructions.

IMPORTANT — READ INSTRUCTIONS BEFORE COMPLETING THIS FORM

1. CORPORATE NAME
FRONTIER FINANCE CO.
2. CALIFORNIA CORPORATE NUMBER
C2557295

in the office of the Secretary of State of the State of California

AUG-27 2019

This Space for Filing Use Only

No Change Statement (Not applicable if agent address of record is a P.O. Box address. See instructions.)
3. If there have been any changes to the information contained in the last Statement of Information filed with the California Secretary of State, or no statement of information has been previously filed, this form must be completed in its entirety.
[ ] If there has been no change in any of the information contained in the last Statement of Information filed with the California Secretary of State, check the box and proceed to Item 17.

Complete Addresses for the Following (Do not abbreviate the name of the city. Items 4 and 5 cannot be P.O. Boxes.)

4. STREET ADDRESS OF PRINCIPAL EXECUTIVE OFFICE:
CITY: <empty>
STATE: <empty>
ZIP CODE: <empty>

2151 EAST CONVENTION CENTER WAY STE 222, ONTARIO, CA 91764

5. STREET ADDRESS OF PRINCIPAL BUSINESS OFFICE IN CALIFORNIA, IF ANY:
CITY: <empty>
STATE: <empty>
ZIP CODE: <empty>

2151 EAST CONVENTION CENTER WAY STE 222, ONTARIO, CA 91764

6. MAILING ADDRESS OF CORPORATION, IF DIFFERENT THAN ITEM 4:
CITY: <empty>
STATE: <empty>
ZIP CODE: <empty>

Names and Complete Addresses of the Following Officers (The corporation must list these three officers. A comparable title for the specific officer may be added; however, the preprinted titles on this form must not be altered.)
7. CHIEF EXECUTIVE OFFICER/
JAMES L PREVITI 
ADDRESS: 2151 EAST CONVENTION CENTER WAY STE 222, ONTARIO, CA 91764
CITY: <empty>
STATE: <empty>
ZIP CODE: <empty>

8. SECRETARY
RICHARD MUNKVOLD 
ADDRESS: 2151 EAST CONVENTION CENTER WAY STE 222, ONTARIO, CA 91764
CITY: <empty>
STATE: <empty>
ZIP CODE: <empty>

9. CHIEF FINANCIAL OFFICER/
RICHARD MUNKVOLD 
ADDRESS: 2151 EAST CONVENTION CENTER WAY STE 222, ONTARIO, CA 91764
CITY: <empty>
STATE: <empty>
ZIP CODE: <empty>

Names and Complete Addresses of All Directors, Including Directors Who are Also Officers (The corporation must have at least one director. Attach additional pages, if necessary.)
10. NAME: JAMES L PREVITI
ADDRESS: 2151 EAST CONVENTION CENTER WAY STE 222,
CITY: ONTARIO, CA 91764
STATE: <empty>
ZIP CODE: <empty>

11. NAME: <empty>
ADDRESS: <empty>
CITY: <empty>
STATE: <empty>
ZIP CODE: <empty>

12. NAME: <empty>
ADDRESS: <empty>
CITY: <empty>
STATE: <empty>
ZIP CODE: <empty>

13 NUMBER OF VACANCIES ON THE BOARD OF DIRECTCRS IF ANY:

Agent for Service of Process If the agent is an individual, the agent must reside in California and Item 15 must be completed with a California street address, a P.O. Box address is not acceptable. If the agent is another corporation, the agent must have on file with the California Secretary of State a certificate pursuant to California Corporations Code section 1505 and Item 15 must be left blank.
14. NAME OF AGENT FOR SERVICE OF PROCESS: PARACORP INCORPORATED
15. STREET ADDRESS OF AGENT FOR SERVICE OF PROCESS IN CALIFORNIA, IF AN INDIVIDUAL CITY:<empty>
STATE:<empty>
ZIP CODE:<empty>

## Type of Business

16. DESCRIBE THE TYPE OF BUSINESS OF THE CORPORATION:
FINANCING & REAL ESTATE

17. BY SUBMITTING THIS STATEMENT OF INFORMATION TO THE CALIFORNIA SECRETARY OF STATE, THE CORPORATION CERTIFIES THE INFORMATION CONTAINED HEREIN, INCLUDING ANY ATTACHMENTS, IS TRUE AND CORRECT.
DATE: 08/27/2019
TYPE/PRI PRINT NAME OF PERSON COMPLETING FORM: MICHAEL MONTGOMERY
TITLE: COUNSEL
SIGNATURE: <empty>

SI-200 (REV 01/2013)

Page 1 of 1

APPROVED BY SECRETARY OF STATE

EFTA00023079

DEPARTMENT
OF REVENUE

## Suggested Format for Affidavit for Exemption of Aircraft Sold for Removal from the State of Florida by a Nonresident Purchaser

GT-500002
N. 05/02

The following is a suggested format of an affidavit to be completed by the purchaser and furnished to the selling dealer. In order to satisfy the requirements for exemption, the affidavit must contain all of this information and be completed in full.

STATE OF Florida COUNTY OF Broward



## *** READ CAREFULLY BEFORE SIGNING ***

Before me this day appeared the affiant named below, who being duly sworn, states that:

1. I have read Rule 12A-1.007(10), Florida Administrative Code, and § 212.05, Florida Statutes; and

2. I am not a resident of the State of Florida and did not make my permanent place of abode in Florida at the time of taking delivery of the aircraft described below; and

3. I am not engaged in Florida in any employment, trade, business, or profession for which the described aircraft will be used in Florida; and

4. I do not represent a corporation which has any officer or director who is a resident of Florida, or makes his or her permanent place of abode in Florida; and

5. I do not represent an artificial entity other than a corporation which has any individual vested with authority to participate in the management, direction, or control of the affairs of the entity who is a resident of Florida or makes his or her permanent place of abode in Florida; and

6. I agree to furnish the Florida Department of Revenue (within 30 days of the date of departure) written proof that this aircraft was licensed, titled, or registered outside Florida; and

7. I agree to furnish the Florida Department of Revenue (within 10 days of the date of departure) invoices for fuel, tie-down or hangar charges, repairs, or other similar documentation issued by an out-of-state vendor or supplier which identifies this aircraft and its timely removal (including the FAA registration number).

## PLEASE TYPE OR PRINT THE FOLLOWING INFORMATION:

Industrial Integrity Solutions, LLC

Name of purchaser: Industrial Integrity Solutions, LLC
SSN: <empty>

If purchaser is a corporation or partnership, list officers or partners:<empty>
T.I.N.: <empty>

Purchaser's permanent address (Street): 2151 E Convention Center Way Ste 222,
(City): Ontario
(State/Country): CA
(ZIP): 91764

Purchaser's daytime telephone number: (800) 555-1234
D.O.B.: <empty>

Purchaser's driver's license number and state of issuance: <empty>

Purchaser's passport or visa number: <empty>

Name of selling dealer or broker N/A
Address of selling dealer (Street) <empty>
(City) <empty> (State/Country) <empty> (ZIP) <empty>
Selling dealer or broker's Florida certificate of registration number <empty>
Selling dealer or broker's telephone number ( <empty> ) <empty>
Date of sale (Month) MAY (Day) <empty> (Year) 2021

(continued on reverse side)

EFTA00023080

Description of Aircraft

| Field | Value |
|---|---|
| Make | SIKORSKY |
| Model | S76C++ |
| Year | 2008 |
| Serial number | 760750 |
| FAA registration number | N722JE |
| Condition | Used (checked) |
| Purchase price | $1,800,000.00 |
| Trade-in | (blank) |
| Net purchase price | (blank) |
| Primary location in Florida | KFXE AIRPORT |
| Sales/use tax exemption claimed | Yes — "The aircraft requires repairs, additions, or alterations and it will immediately be taken to a repair facility and will be removed from Florida within 20 days..." (checked) |
| Affiant/purchaser signature | Present but redacted |
| Notary section | Blank; handwritten note "SEE ATTACHED" |
| Distribution/filing instruction | Original affidavit + sales invoice/bill of sale must be sent to Florida Dept. of Revenue, Aircraft Enforcement Unit, P.O. Box 6417, Tallahassee FL 32314-6417 within 5 days of sale. |

EFTA00023081

- Document: ACKNOWLEDGMENT (notary certificate)
- State: California
- County: San Bernardino (handwritten)
- Date: May 7, 2021 (handwritten)
- Notary officer: [redacted] — title shown as "Notary Public" (handwritten)
- Person who appeared: [redacted]
- Signature: [redacted]; witness/official signature and seal present
- Notary seal: "Notary Public - California, Riverside County" — Commission expires Mar. 27, 2025
- Boxed notice (transcribed): "A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document."
- Certification line present: "I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct."

EFTA00023082

DEPARTMENT
OF REVENUE

## Suggested Format for Affidavit for Exemption of Aircraft Sold for Removal from the State of Florida by a Nonresident Purchaser

GT-500002
N. 05/02

The following is a suggested format of an affidavit to be completed by the purchaser and furnished to the selling dealer. In order to satisfy the requirements for exemption, the affidavit must contain all of this information and be completed in full.

STATE OF Florida COUNTY OF Broward



## *** READ CAREFULLY BEFORE SIGNING ***

Before me this day appeared the affiant named below, who being duly sworn, states that:

1. I have read Rule 12A-1.007(10), Florida Administrative Code, and § 212.05, Florida Statutes; and

2. I am not a resident of the State of Florida and did not make my permanent place of abode in Florida at the time of taking delivery of the aircraft described below; and

3. I am not engaged in Florida in any employment, trade, business, or profession for which the described aircraft will be used in Florida; and

4. I do not represent a corporation which has any officer or director who is a resident of Florida, or makes his or her permanent place of abode in Florida; and

5. I do not represent an artificial entity other than a corporation which has any individual vested with authority to participate in the management, direction, or control of the affairs of the entity who is a resident of Florida or makes his or her permanent place of abode in Florida; and

6. I agree to furnish the Florida Department of Revenue (within 30 days of the date of departure) written proof that this aircraft was licensed, titled, or registered outside Florida; and

7. I agree to furnish the Florida Department of Revenue (within 10 days of the date of departure) invoices for fuel, tie-down or hangar charges, repairs, or other similar documentation issued by an out-of-state vendor or supplier which identifies this aircraft and its timely removal (including the FAA registration number).

## PLEASE TYPE OR PRINT THE FOLLOWING INFORMATION:

Name of purchaser: Industrial Integrity Solutions, LLC
SSN:<empty>

If purchaser is a corporation or partnership, list officers or partners:<empty>

T.I.N.: <empty>

T.I.N.: <empty>

Purchaser's permanent address (Street): 2151 E Convention Center Way Ste 222,
(City): Ontario
(State/Country): CA
(ZIP): 91764

Purchaser's daytime telephone number: <empty>
D.O.B.: <empty>

Purchaser's driver's license number and state of issuance: <empty>

Purchaser's passport or visa number: <empty>

Name of selling dealer or broker N/A
Address of selling dealer (Street) <empty>
(City) <empty> (State/Country) <empty> (ZIP) <empty>
Selling dealer or broker's Florida certificate of registration number <empty>
Selling dealer or broker's telephone number ( <empty> ) <empty>
Date of sale (Month) MAY (Day) <empty> (Year) 2021

(continued on reverse side)

EFTA00023083

Description of Aircraft

| Field | Value |
|---|---|
| Make | SIKORSKY |
| Model | S76C++ |
| Year | 2008 |
| Serial number | 760750 |
| FAA registration number | N722JE |
| Condition | Used (checked) |
| Purchase price | $1,800,000.00 |
| Trade-in | (blank) |
| Net purchase price | (blank) |
| Primary location in Florida | KFXE AIRPORT |
| Exemption claimed (statute) | s. 212.05(1)(a)2, Florida Statutes |
| Exemption checkbox selected | "The aircraft requires repairs, additions, or alterations and it will immediately be taken to a repair facility and will be removed from Florida within 20 days" (checked) |

Other details / notes:
- Declaration statement present; signature of affiant/purchaser area is redacted (black box).
- Notary section is blank and crossed out; no notarization date/signature.
- Handwritten note near signature: "See Attached".
- Distribution instructions: Original affidavit + sales invoice/bill of sale/closing document must be sent to Florida Department of Revenue, Aircraft Enforcement Unit, P.O. Box 6417, Tallahassee, FL 32314-6417 within five (5) days of date of sale.
- Notice to dealers: Affidavits not filed within five (5) days may not be accepted and dealer/broker may be billed for tax, penalty, and interest.

EFTA00023084

## ACKNOWLEDGMENT

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of SAN BERNARDINO )
On MAY 7, 2021 before me, <signature> , Nitya Pibule
(insert name and title of the officer)

personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person (8) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: <signature> (Seal)

Notary Public California
Riverside County
My Comm. Expires Mar. 27, 2025

EFTA00023085

## 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-76C++ 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. 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),

EFTA00023086

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 ($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 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 accordance with Seller's disbursement instructions.

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

EFTA00023087

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: 
Print: Darren Indyke
Title: Authorized Representative

## Purchaser:

Industrial Integrity Solutions, LLC

By: <signature>
Print: Rich Munkvold
Title: Chief Financial Officer

3

EFTA00023088

## 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-76C++ 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. 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),

EFTA00023089

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 ($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 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 accordance with Seller's disbursement instructions.

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

EFTA00023090

IN WITNESS WHEREOF, the parties hereto have executed this SECOND AMENDMENT TO AIRCRAFT PURCHASE AGREEMENT as of the day and year first written above.

| Field | Value |
|---|---|
| Seller | Hyperion Air, LLC |
| Seller — By (signature) | [signature line] |
| Seller — Printed name | Darren Indyke |
| Seller — Title | Authorized Representative |
| Purchaser | Industrial Integrity Solutions, LLC |
| Purchaser — By (signature) | [redacted / black box] |
| Purchaser — Printed name | Rich Munkvold |
| Purchaser — Title | Chief Financial Officer |

3

EFTA00023091

## 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-76C++ 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. 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 ishereby amendedin its entiretytoreadas follows:

(a) The closing of this transaction ("the Closing") and delivery ofthe

Aircraft to Purchaser shall take place at Fort Lauderdale Executive Airport KFXE, Florida ("theClosing Place") by notlaterthantheClosing Date (ashereinafterdefined),

EFTA00023092

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 ($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 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 accordance with Seller's disbursement instructions.

Increased M

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 Amendmentmaybefullyexecuted in separate counterparts byeach

of the parties hereto. Any signatures on this Second Amendment may be transmitted via facsimile ore-mail(in pdf format), which signatures shallbedeemed originalsfor allpurposes.

[Signatures on the following page]

2

EFTA00023093

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:
Print: Darren Indyke
Title: Authorized Representative

## Purchaser:

Industrial Integrity Solutions, LLC

By: <signature>
Print: Rich Munkvold
Title: Chief Financial Officer

3

EFTA00023094

## 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-76C++ 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. 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 ishereby amendedin its entiretytoreadas follows:

(a) The closing of this transaction ("the Closing") and delivery ofthe

Aircraft to Purchaser shall take place at Fort Lauderdale Executive Airport KFXE, Florida ("theClosing Place") by notlaterthantheClosing Date (ashereinafterdefined),

EFTA00023095

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 ($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 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 accordance with Seller's disbursement instructions.

Increased M

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 Amendmentmaybefullyexecuted in separate counterparts byeach

of the parties hereto. Any signatures on this Second Amendment may be transmitted via facsimile ore-mail(in pdf format), which signatures shallbedeemed originalsfor allpurposes.

[Signatures on the following page]

2

EFTA00023096

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: 
Print: Darren Indyke
Title: Authorized Representative

| Field | Value |
|---|---|
| Purchaser | Industrial Integrity Solutions, LLC |
| By (signature) | (redacted — black box) |
| Printed name | Rich Munkvold |
| Title | Chief Financial Officer |

3

EFTA00023097

## 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-76C++ 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. 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),

EFTA00023098

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 ($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 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 accordance with Seller's disbursement instructions.

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

EFTA00023099

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: 
Print: Darren Indyke
Title: Authorized Representative

## Purchaser:

Industrial Integrity Solutions, LLC

By: 
Print: Rich Munkvold
Title: Chief Financial Officer

3

EFTA00023100

[ ]

[ ]

# 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 <empty> p.m., on <empty> , 2021 in an “As
Is, Where Is” condition and “With all Faults” at <empty> , Florida and
subject to the waivers and disclaimers set forth in the Agreement.

TOTAL TIME ON AIRFRAME AT DELIVERY: <empty> hours

TOTAL TIME ON ENGINES AT DELIVERY:
Engine No. 1 (MSN 42285TEC): <empty> hours/cycles
Engine No. 2 (MSN 42286TEC): <empty> hours/cycles

TOTAL LANDINGS AT DELIVERY: <empty>

INDUSTRIAL INTEGRITY SOLUTIONS, LLC
By: <signature>
Name: RICHARD MCKENNA
Title: CTO
Date: 5-13-21

25

EFTA00023101

[ ]

[ ]

# 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 <empty> p.m., on <empty> , 2021 in an “As
Is, Where Is” condition and “With all Faults” at FortLauderdale Executive airport KFXE , Florida and
subject to the waivers and disclaimers set forth in the Agreement.

TOTAL TIME ON AIRFRAME AT DELIVERY: 2641.9 hours

TOTAL TIME ON ENGINES AT DELIVERY:
Total hours/cycles
Engine No. 1 (MSN 42285TEC): 2641.9 Cycle: N1=3852.6 / N2=3188.2 hours/cycles
Engine No. 2 (MSN 42286TEC): 2641.9 Cycles: N1=3879.7 / N2=3197.4 hours/cycles

TOTAL LANDINGS AT DELIVERY: 5472

INDU...TIONS, LLC
By: <signature>
Name: <empty>
Title: CFO
Date: 5-13-21

25

EFTA00023102

[ ]

[ ]

# 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 <empty> p.m., on <empty> , 2021 in an “As
Is, Where Is” condition and “With all Faults” at <empty> , Florida and
subject to the waivers and disclaimers set forth in the Agreement.

TOTAL TIME ON AIRFRAME AT DELIVERY: <empty> hours

TOTAL TIME ON ENGINES AT DELIVERY:
Total hours/cycles

Engine No. 1 (MSN 42285TEC):
2641.9 Cycle: N1=3852.6 / N2=3188.2 hours/cycles

Engine No. 2 (MSN 42286TEC):
2641.9 Cycles: N1=3879.7 / N2=3197.4 hours/cycles

TOTAL LANDINGS AT DELIVERY: 5472

INDUSTRIAL INTEGRITY SOLUTIONS, LLC
By: <signature>
Name: <empty>
Title: CTO
Date: 5-13-21

25

EFTA00023103

[ ]

[ ]

# 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 <empty> p.m., on <empty> , 2021 in an “As
Is, Where Is” condition and “With all Faults” at <empty> , Florida and
subject to the waivers and disclaimers set forth in the Agreement.

TOTAL TIME ON AIRFRAME AT DELIVERY: <empty> hours

TOTAL TIME ON ENGINES AT DELIVERY:
Engine No. 1 (MSN 42285TEC): <empty> hours/cycles
Engine No. 2 (MSN 42286TEC): <empty> hours/cycles

TOTAL LANDINGS AT DELIVERY: <empty>

INDUSTRIAL INTEGRITY SOLUTIONS, LLC
By: <signature>
Name: <empty>
Title: CTO
Date: 5-13-21

25

EFTA00023104