6/1222019 Thurscloof te)34b Subject: N722JE - Closing Call From: "Angie Risley" Sent: 6/12/2019 3:28:41 PM To: "'Darren Indyke— ; "Matt Wa ter" All- ; "'Smith, Darin P." Lapriore, Steven J."' >; 10100 Sometimes my calendar invite doesn't work quite right so if you didn't receive the dial in for the closing call tomorrow at 11:00am EDT, please use the following dial-in: Thank you, Angie Risley Escrow Agent! Executive Assistant to Kirk Woford-President insured Aircraft Title Service, LLC 21 E. Main Street, Suite 100 OKC. OK 73104 wv.w.insuroda ircra ftcom -1,9A Bo5- ---3*(30-5- - moven/ion+ Cost KITENTION: EFFECTIVE JANUARY 15, 2018, OUR NEW ADDRESS WILL BE 21 EAST MAIN STE. 100, OKLAHOMA CITY, OKLAHOMA 73104. Our business will be fully operational during the moving process. You will not experience any changes or delays in service during that time. Please update your records with our new address as of January 15, 2018. CONFIDENTIAL Subject to Protective Order IATS - 000440 SDNY_GM_02774545 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA (x1261185 EFTA01339813

AIRCRAFT PURCHASE AND SALE AGREEMENT This Aircraft Purchase and Sale Agreement (the "Agreement") is made and entered into effective as of March 27, 2019 (the "Effective Date") by and between ASI Wings LW ("Seller") and Hyperion Air, LLC ("Duvet"). RECITALS WHEREAS, Seller is the owner of the following described airframe, rotor blades and engines: Airframe ("Airframe"): Make and Model Keystone (Sikorsky) model S-76C Serial Number 760750 Registration Number N722JE Engines ("Engines"): Make and Model Turbomeca S.A. model Arriel 2S2 Serial Numbers 42285TEC & 42286TEC Main Rotor Blades ("Blades"): Make and Model Serial Numbers Sikorsky Model 76150-09100-053 A086-03958, A086-03773, A086-03768 & A086-03769 The Engines to be described on the International Registry (as hereinafter defined) as set forth on Schedule A hereto. WHEREAS, Buyer has offered to purchase the above-referenced Aircraft (as such term is more fully described and defined in Section 1.1 below) from Seller fora purchase price of Three Million Dollars (US$3,000,000.00) (the "Purchase Price") subject to certain terms and conditions. WHEREAS, Buyer and Seller now desire to enter into this Agreement for the purpose of setting forth all of the terms and conditions pursuant to which Buyer shall buy and accept the Aircraft from Seller and Seller shall sell and deliver the Aircraft to Buyer. NOW, THEREFORE, in consideration of the mutual covenants, conditions and agreements contained herein, the parties hereto agree as follows: SECTION 1. PURCHASE AND SALE OF AIRCRAFT 1.1 Purchase and Sale. Subject to the terms and conditions set forth herein, Seller hereby agrees to sell and deliver to Buyer, and Buyer hereby agrees to buy and accept from Seller, the Airframe, Blades and Engines more fully described in the specifications attached hereto as (the "Specifications"), together with all avionics, equipment, components, appliances, accessories, instruments and other items installed in or attached to the Airframe, Blades and/or Engines (collectively the "Aircraft Comnonents"), together with all loose equipment, if any, specific to the Aircraft as more fully described in Exhibit A historical records required by applicable law to be maintained (including the same that are in Seller's possession or under Seller's control) 3. HAS Doe 658455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000441 SDNYGM_02774546 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00261186 EFTA01339814

with respect to the Airframe, Blades, Engines or any Aircraft Components (other than Excluded Documents, as such term is defined below) and a complete, continuous from the date of manufacture to the Closing (as such term is hereinafter defined), up-to-date and accurate set of original English-language logbooks, flight, maintenance and inspection manuals, wiring diagrams, completion drawings and supporting technical publications, burn test certificates, task cards and evidence of parts traceability for all work performed and installed parts, together with all other documentation and technical information relating thereto, in Seller's possession or under Seller's control, all in compliance with the requirements of the manufacturers and the Federal Aviation Regulations (the "EAR") (collectively, the "Aircraft Documentation"). The Airframe, Engines, Blades, Aircraft Components and Aircraft Documentation are collectively referred to as the "Aircraft". For the sake of clarity, Seller shall not be required to deliver Aircraft Documentation containing (or, provided that it would not invalidate the same, Seller shall be entitled to redact from the Aircraft Documentation) Seller's confidential flight information, internal confidential or proprietary information unrelated to the operational control, condition or maintenance of the Aircraft including, without limitation, its passenger manifests, pilot assignments, non-business personal use tracking, accounting or tax records for the Aircraft, unless required by FAR recordkeeping requirements to be maintained with the Aircraft (the "Excluded Documents"). 1.2 Assignment of Warranties and Service Contracts 1.2.1 Transfer of Warranties. Effective as of the Closing (as such term is hereinafter defined in Section 5.1), Seller shall execute an assignment of warranties substantially in the form of Exhibit B hereto (the "Assignment of Warranties") and cooperate with Buyer to cause to be transferred and assigned to Buyer any and all warranties relating to the Aircraft to the extent such warranties are still in effect and transferrable. If any consent of an applicable warranty provider is required for any such warranty to be assigned, Seller agrees to take such other reasonable steps, at Buyer's request and at Buyer's expense, as will enable Buyer to receive the benefit of the assigned warranties and to process warranty claims directly with such warranty provider. 1.2.2 Service Contracts. Effective as of the Closing, Seller shall cooperate with Buyer to cause to be transferred and assigned to Buyer any and all of Seller's rights with respect to any and all repair or maintenance agreements or programs relating to the Aircraft that are in effect and transferrable or assignable. Such rights shall include without limitation, any subscriptions maintained by Seller to any computerized maintenance programs and any maintenance service programs or other similar agreements as applicable, including, without limitation, the contracts described on Schedule 1.2.2 (collectively, "Service Contracts"). Seller shall be responsible for and shall have paid any and all sums owing to providers of Service Contracts with respect to all periods prior to the Closing. Buyer shall be responsible for and shall pay any fees associated with the transfer or assignment of such Service Contracts. Buyer, at its election, may terminate any Service Contracts after the Closing or choose not to have any Service Contract transferred or assigned. Seller shall cooperate with Buyer to obtain acceptance and acknowledgement by the provider of each such Service Contract of the transfer or assignment of each such Service Contract. 1.3 Payment Terms. Buyer shall pay the Purchase Price to Seller in accordance with the following schedule: 1.3.1 Deposit. Buyer has previously deposited the sum of Five Hundred Thousand Dollars (US$500,000.00) (the "Deposit") with Insured Aircraft Title Service, LLC, 21 E. Main Street, Suite 100, Oklahoma City, OK 73104 Attn: Joan Roberts HAS Doe #58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000442 SDNYGM_02774547 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261187 EFTA01339815

("Escrow Accent") as and for a deposit against the Purchase Price to be held subject to the terms and conditions of this Agreement. Buyer shall instruct Escrow Agent to maintain such Deposit in a segregated account designated for the transactions contemplated herein. 1.3.2 Deposit of Purchase Price. Except as provided below, the balance of the Purchase Price shall be deposited with Escrow Agent on or prior to the Closing Date (as such term is hereinafter defined in Section 5.1). On or prior to the Closing Date, Buyer shall submit written instructions to Escrow Agent to disburse the Purchase Price to Seller, upon satisfaction by Seller or waiver by Buyer, of each of the conditions, covenants and agreements to be performed by Seller herein. 1.3.3. Source of Funds. Buyer confirms that the Deposit has been deposited with Escrow Agent exclusively with respect to the sale of the Aircraft by Seller to Buyer as contemplated by this Agreement and for no other transaction, person, or purpose, including, without limitation, any planned or subsequent sale of the Aircraft by Buyer. Buyer further confirms as a condition precedent to Seller's obligations hereunder that the funds constituting the Deposit and the Purchase Price have been or will be deposited with Escrow Agent from Buyer's account or, if such funds originated from an account other than in the name of Buyer, 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. 1.4 Condition of the Aircraft at Delivery. As a condition precedent to Buyer's obligation to pay the Purchase Price and to accept delivery of the Aircraft, Seller shall tender the Aircraft for delivery: (i) in substantial conformity with the Specifications in all material respects; (ii) with all Aircraft Documentation demonstrating that the Aircraft has been maintained in accordance with the Federal Aviation Administration ("FAA") mandated and/or manufacturer recommended maintenance programs; (iii) with a current and valid U.S. Certificate of Airworthiness for the Aircraft and such Airworthiness Certificate shall be without any special conditions, restrictions or limitations of any kind or nature (except those common to aircraft of the same vintage and model as the Aircraft); (iv) as a United States registered Aircraft owned by a "citizen of the United States" as such term is defined in § 40102(a)(15) of the Federal Aviation Act; (v) up to date and current on all airworthiness directives, mandatory service bulletins, mandatory service letters with due dates on or before the Closing and with all calendar-based, cycle-based and time-based maintenance and inspections due on or before the later of April 30, 2019 and the date of Closing completed without deferments or extension, and returned to service, provided, however, that Buyer shall pay the labor costs associated with the performance of any and all inspections set forth in the Pre- Purchase Inspection as such term is hereinafter defined) and failure by Buyer or the Inspection Facility (as such term is hereinafter defined) to perform such inspections shall not be deemed to constitute a failure of HAS Doc #58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000443 SDNY_GM_o2774548 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261 IRS EFTA01339816

Seller to place the Aircraft in Delivery Condition as such term is hereinafter defined) with respect to such inspections; (vi) airworthy and fully operative within manufacturer's specifications and tolerances with all systems and components properly operational, airworthy within manufacturers' specifications and tolerances, if any; (vii) all Service Contracts shall be eligible for transfer to the Buyer at or subsequent to Closing without payment of any fees or costs other than customary transfer fees and with all payments and other obligations due under such Service Contracts, if any, to providers of Service Contracts with respect to periods prior to the Closing paid or performed; (viii) subject to clause (ix) below, in the same condition as at the completion of the Pre-Purchase Inspection (as hereinafter defined in Section 2.1), and Evaluation Flight(s) (as hereinafter defined and referred to in Sections 2.2 and 3.2), ordinary wear and tear excepted, taking into account any additional hours, cycles and/or time incurred in connection with the performance of this Agreement; (ix) with all Discrepancies (as hereinafter defined in Section 2.3) and all other mutually agreed items noted on the Post-Inspection Notice corrected in accordance herewith; (x) with no outstanding engineering dispositions, technical variances (or manufacturer's equivalent) or operation limitations issued against the Aircraft or any portion thereof and no non-standard or repetitive inspection • intervals or any other requirement of a modification to the normal life limitation, overhaul or inspection interval of the Aircraft or any portion thereof; and (xi) with no history of Material Damage or Material Corrosion. The condition of the Aircraft described in this Section 1.4 hereof is hereinafter collectively referred to as the "delivery Condition"). Notwithstanding anything set forth to the contrary in Section 1.4 (v) above, if during or as a result of any calendar-based, cycle-based and time-based maintenance and inspection performed by the Inspection Facility as part of the Pre-Purchase Inspection, the Inspection Facility determines that any items require repair, replacement or other correction, the costs and expenses of such repair, replacement or other correction, including the labor costs associated with such repair, replacement or other correction, are the responsibility of Seller, and not Buyer, and such items shall be deemed to be Discrepancies under Section 2.3 hereof. • 1.5 Damage and Corrosion. For purposes of this Agreement: "Material Damage" means any damage or repair of damage other than as disclosed by Seller on Exhibit A hereto (A) the repair of which resulted in or would require the issuance of an FAA Form 337 if completed by a repair station other than the manufacturer (whether or not an FAA Form 337 has actually been issued); (B) that requires or results or resulted in any deviation from the original approved manufacturer's aircraft build specification or standard production configuration; (C) the repair of which constituted or would constitute a "major repair" as such term is defined in 14 CFR Part 43, Appendix A; or (D) a lightning strike. HAS Doc 058455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000444 SDNY GM_02774549 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261 I 89 EFTA01339817

"Material Corrosion" means any corrosion that (A) cannot be repaired, rectified and terminated on a non-recurring basis such that the Aircraft can be returned to service without a requirement of repetitive or recurring inspections which deviate from the Aircraft manufacturer's normal maintenance procedures or requires modifications to the normal component life limitations, overhaul and/or inspection intervals for the Aircraft; (B) is materially dissimilar when compared to the same type of aircraft of similar age and total time since new; or (C) exceeds manufacturer's published tolerances for corrosion to a significant degree. SECTION 2. PRE-PURCHASE INSPECTION AND EVALUATION FLIGHT. 2.1. Pre-Purchase Inspection. Buyer's obligation to purchase the Aircraft is subject to the completion of a pre-purchase inspection on the Aircraft to be performed by Associated Aircraft Group at its facilities of located at 32 Griffith Way, Hudson Valley Regional Airport, Wappingers Falls, New York 12590 (the "In_apection Facility") as set forth in the workscope for the same identified as Associated Aircraft Group, Inc. Customer Estimate, Work Order Quote: Q775-03-2019 and attached as Schedule 2.1 hereto (the "Pre-Purchase Inspection"). Completion of the Pre-Purchase Inspection shall be evidenced by the Inspection Facility's delivery to Buyer and Seller of the Pre-Purchase Inspection report (the "Inspection Report"). In addition, the Pre-Purchase Inspection shall include, but not be limited to, confirmation that the Aircraft is in Delivery Condition, an inspection of the interior, exterior, Airframe, Blades, Engines, and Aircraft Components, and an inspection and review of the Aircraft Documents, all as more fully described on Schedule 2.1. The costs and expenses of the Pre-Purchase Inspection shall be borne by Buyer. Buyer shall prepay the estimated costs and expenses of the Pre-Purchase Inspection in advance of its commencement. The costs and expenses of positioning the Aircraft to the Inspection Facility shall be borne by Buyer. The Pre-Purchase Inspection shall commence on April 12, 2019 or as soon thereafter as the Inspection Facility's schedule can accommodate. 2.2 Evaluation Flight. The Pre-Purchase Inspection shall, at Buyer's option, include an Evaluation Flight of the Aircraft not to exceed ninety (90) minutes in duration (the "Evaluation Flight"), provided, however that the Evaluation Flight may be extended in duration, if and to the extent required by the Inspection Facility to return the Aircraft to service and/or to verify that the Aircraft is in Delivery Condition. The Evaluation Flight shall be completed within three (3) Business Days of the completion of the other portions of the Pre-Purchase Inspection; provided, however, that Buyer shall have the right to request a confirmation flight as provided in Section 3.2 below. Except as expressly provided in this Section 2.2, Buyer shall have no liability in connection with the Evaluation Flight. The Evaluation Flight shall be conducted under the command and operational control of Seller or the Inspection Facility but Buyer shall have the right to have up to two (2) representatives aboard the Aircraft representing Buyer's interests. The cost of the Evaluation Flight shall be borne by Buyer at the Movement Cost Rate (as hereinafter defined in Section 2.5). 2.3 Discrepancies. For the purposes of this Agreement a "Discrepancy" shall be defined as any condition which (i) in the reasonable determination of Inspection Facility causes the Aircraft not to conform to the Delivery Condition, (ii) in the opinion of the Inspection Facility must be repaired or remediated in order to return the Aircraft to service and/or (iii) results in a determination by the Inspection Facility that the Aircraft has not been maintained in accordance with FAA mandated and/or manufacturer HAS Doc #511455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000445 SDNY_GM11_02774550 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026I190 EFTA01339818

recommended maintenance programs, that the Aircraft does not conform to any applicable airworthiness directive or mandatory service bulletins due on or before the Closing Date (as such term is hereinafter defined) or that, subject to the provisos related to and set forth in Section 1.4 (v) any calendar-based, cycle-based and time-based maintenance and inspection due on or before the later of April 30, 2019 and the Closing Date have not been completed and/or that the Aircraft does not conform to the Specifications. 2.4 Post-Inspection Notice. Not later than 5:00 PM Eastern time of the third (3rd) Business Day (as hereinafter defined in Section 12.9) following the completion of the Pre-Purchase Inspection and the Evaluation Flight and the receipt by Buyer of the final Inspection Report from the Inspection Facility, Buyer shall deliver an executed notice in the form attached hereto as gxhibit C (the "Post-Inspection Notice") to Seller. The Post-Inspection Notice shall indicate Buyer's election in its sole discretion to either (i) reject the Aircraft; or (ii) accept the Aircraft conditioned on (a) correction by Seller of any and all Discrepancies and all Additional Remediation Items (as such term is hereinafter defined) identified therein at Seller's cost and expense, (b) the Aircraft being in Delivery Condition at Closing (as hereinafter defined) and (c) satisfaction of the closing conditions set forth in Section 5 of this Agreement. Seller agrees to countersign a properly tendered Post-Inspection Notice within three (3) Business Days of receipt thereof. Seller hereby agrees to repair or remediate any and all Discrepancies and, subject to the provisions of the next succeeding paragraph, any and all Additional Remediation Items properly identified in the Post-Inspection Notice. Upon delivery by Buyer of a Post-Inspection Notice conditionally accepting the Aircraft and the delivery by Seller to Buyer of a countersigned counterpart thereof agreeing to correct all Discrepancies and other items identified therein (the latter being sometimes referred to herein as "Additional Remediation Item" and for the avoidance of doubt, no item shall be deemed to be an "Additional Remediation Item" unless expressly agreed to in writing by Seller in its sole discretion), the Deposit shall, subject to performance of Seller's obligations hereunder, be deemed non-refundable. For the avoidance of doubt, Seller shall be under no duty, obligation or liability to agree to repair or remediate any item or condition, including, without limitation any Additional Remediation item, other than a Discrepancy or to execute and return a Post-Inspection Notice with proposed Additional Remediation Items unless such Additional Remediation Items have been agreed to by Seller. Seller's delivery of a countersigned counterpart of the Post-Inspection Notice shall constitute Seller's irrevocable confirmation of Seller's commitment to authorize the Inspection Facility to promptly correct and/or remediate at Seller's cost and expense any and all Discrepancies to the satisfaction of the Inspection Facility and any and all Additional Remediation Items to the reasonable satisfaction of the Buyer. In the event that Seller does not agree to remediate or repair any and all Additional Remediation Items, Seller shall return to Buyer a countersigned counterpart of the Post-Inspection Notice identifying only those Additional Remediation Items, if any, agreed to by Seller within such three (3) Business Day period. Within one (I) Business Day after Buyer receives Seller's countersigned counterpart of the Post-Inspection Notice which agrees to anything less than all of Buyer's requested Additional Remediation Items, Buyer in its sole discretion, by written notice to Seller, may either reject the Aircraft or accept the Aircraft conditionally based on the countersigned counterpart of the Post Inspection Notice that Buyer received from Seller which conditional acceptance shall be evidenced by executing and returning a revised Post-Inspection Notice setting forth those Additional Remediation Items agreed to by Seller. In the event of such conditional acceptance, the Deposit shall, subject to performance of Seller's obligations hereunder, be deemed non-refundable. Buyer's failure to timely return a Post-Inspection Notice agreeing to Seller's agreed to list of Additional Remediation Items as set forth - 6 - HAS Doe #58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000446 SDNYGM_02774551 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_0O261191 EFTA01339819

above shall constitute a conditional acceptance of the Aircraft based on the Discrepancies previously identified by Buyer and the Additional Remediation Items agreed to by Seller. In the event of a dispute as to whether any condition constitutes a "Discrepancy" as defined herein, the parties agree that the decision of the Inspection Facility with respect thereto shall be conclusive and binding on both parties. For the avoidance of doubt, unless otherwise agreed by Seller, Seller's obligation to correct any items identified on the Post-Inspection Notice is limited solely to Discrepancies, although Buyer may list proposed Additional Remediation Items that are not Discrepancies for consideration by Seller, and, subject to Buyer's right to reject the Aircraft in the event Seller does not agree, Seller may agree or disagree to correct any such Additional Remediation Items. Notwithstanding anything to the contrary set forth in this Agreement, including, without limitation, Section 8 hereof, in the event that Buyer in its sole discretion elects to reject the Aircraft, including, without limitation as a result of Seller's failure to agree to remediate or repair any or all Additional Remediation Items, Buyer may, at its option, terminate this Agreement by written notice to Seller and Escrow Agent. Upon such termination, Escrow Agent shall, upon written instructions from Buyer, release the Deposit to Buyer. The rights to terminate this Agreement, to receive a refund of the Deposit shall constitute Buyer's sole and exclusive legal and equitable remedies in connection with any such termination and Buyer waives any other remedies that may be available to it at law or in equity in connection therewith. Notwithstanding anything to the contrary set forth in this Agreement, including, without limitation, Section 8 hereof, in the event that, after conditional acceptance of the Aircraft by Buyer, Seller fails to perform its obligations pursuant to Section 2 hereof, including, without limitation, any failure by Seller to countersign a properly tendered Post-Inspection Notice within three (3) Business Days of receipt thereof, or any failure or refusal to repair or remediate any and all Discrepancies and any and all Additional Remediation Items, Buyer may, at its option, terminate this Agreement by written notice to Seller and Escrow Agent. Upon such termination, and upon written instructions from Buyer, Escrow Agent shall release the Deposit to Buyer unless Seller has notified Escrow Agent in writing that it does not consent to the release of the Deposit within five (5) Business Days of the receipt of Seller's notice as set forth in the preceding sentence. The rights to terminate this Agreement and to receive a refund of the Deposit shall constitute Buyer's sole and exclusive legal and equitable remedies in connection with any such termination, and Buyer waives any other remedies that may be available to it at law or in equity in connection therewith. Notwithstanding anything to the contrary set forth in this Agreement, including, without limitation, Section 8 hereof, in the event that Buyer fails to execute and deliver a properly tendered Post-Inspection Notice by the time provided in Section 2.4 hereof, Seller may, at its option, terminate this Agreement by written notice to Buyer and Escrow Agent. Upon any such termination, Escrow Agent shall release the Deposit to Buyer (less Buyer's one-half share of any applicable escrow fees and expenses), and Buyer shall pay any outstanding amounts due to the Inspection Facility in respect of the Pre-Purchase Inspection relating to the direct labor costs of the Pre-Purchase Inspection, but not any remcdiation costs (and not labor costs associated with such rcmcdiation), and shall pay Seller any unpaid Movement Costs in connection with positioning the Aircraft to the Inspection Facility, and thereafter neither party hereto shall have any further obligation or liability to the other with respect to the Aircraft or this Agreement. Seller's right to terminate this Agreement, and for Buyer to make such payments to the Inspection Facility and to Seller, respectively, upon such termination, shall constitute Seller's sole and - 7 - HAS Doc #58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000447 SDNY_GM_02774552 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00261192 EFTA01339820

exclusive legal and equitable remedies in connection with Buyer's failure to execute and deliver said Post-Inspection Notice, and Seller waives any other remedies that may be available to it at law or in equity in connection therewith. 2.5 Movement Costs. The costs and expenses of any movement of the Aircraft (the "Movement Costs") expressly set forth as the obligations of the Buyer hereunder shall be calculated at a rate of $875.00 per flight hour (the "Movement Cost Rate"). SECTION 3. DELIVERY AND TRANSFER OF TITLE. 3.1 Location of Closing. On the Closing Date, Seller shall tender the Aircraft to Buyer, in the Delivery Condition at the Inspection Facility, or such other location as is mutually acceptable to the parties (the "Delivery Location"). Seller agrees that it will honor reasonable requests of Buyer with respect to the location of the transfer Of title contemplated hereunder so as to minimize Buyer's tax liability in connection therewith, provided, however, that, unless otherwise expressly set forth herein, the costs and expenses of compliance with such requests, including, without limitation, any Movement Costs at the Movement Cost Rate, shall be borne by Buyer. Buyer shall pay the Movement Costs of any flight necessary to position the Aircraft to any Delivery Location other than the Inspection Facility at the Movement Cost Rate. 3.2 Final Review by Buyer. At the time of transfer of title to the Aircraft Buyer may, at its option, make a reasonable review of the Aircraft and the Aircraft Documentation to determine that the Aircraft has not suffered any damage and conforms to the conditions, including, but not limited to, the Delivery Condition, required by this Agreement. In addition, if the Inspection Facility determines that one or more additional flights are necessary to verify the correction of any Discrepancy, Seller shall , at Buyer's request, conduct such necessary verification flight(s) prior to the Closing ("Verification Flight"). Seller shall bear the costs and expenses incurred in connection with such Verification Flight(s). If in the course of conducting the final inspection, including during any Verification Flight(s), any Discrepancies are found, such Discrepancies shall, unless otherwise mutually agreed upon in writing by the parties, be corrected or caused to be corrected by Seller, at Seller's cost and expense, prior to Closing. 33 Aircraft Bills of Sale. On or prior to the Closing Date, Seller shall submit in escrow to Escrow Agent all such documentation as may be required by the FAA Civil Aviation Registry to transfer good and marketable title to the Aircraft including without limitation, (i) a properly executed undated FAA approved form of Aircraft Bill of Sale (AC Form 8050-2) ("FAA Bill of Sale") transferring title and ownership of the Aircraft to Buyer, (ii) a properly executed undated Warranty Bill of Sale in the form of that attached hereto as Rxhibit D ("Warranty Bill of Sale") and (iii) releases, in form and substance reasonably satisfactory to Buyer and Escrow Agent ("Releases"), of any Liens (as such term is defined below) filed and/or recorded at the FAA Civil Aviation Registry, (items (i), (ii) and (iii) above, the "Title Documents"). Upon filing of the Title Documents and the Aircraft Registration Application (AC Form 8050-1) duly executed by or on behalf of Buyer at the FAA Civil Aviation Registry and upon effecting registration of a sale of the Airframe and Engines in favor of Buyer at the International Registry (as such term is hereinafter defined in Section 11.6), Escrow Agent shall have all of the necessary documents in order for it to determine that Buyer is the registered owner of the Aircraft free and clear of any Liens. - e - HAS Doc #58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000448 SDNYGM_02774553 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00261193 EFTA01339821

For purposes of this Agreement, the term "Liens" shall include liens, encumbrances, security interests, international interests, mortgages, leases, charges, claims and/or interests in favor of any third party (other than those created by, through or under Buyer) on the Aircraft, including, without limitation, any such interests (i) filed and/or recorded at the FAA Civil Aviation Registry, (ii) registered at the International Registry (as such term is hereinafter defined), (iii) international interests, prospective international interests, sales and/or prospective sales (as such terms arc defined in the Cape Town Convention) filed and or recorded at any state or local filing office, including, without limitation, any office designated for the filing of UCC-1 Financing Statements, judgments, Hs pendens, notices of taxes, tax liens or proceedings, bankruptcy and insolvency proceedings and notices thereof. 3.4 Delivery and Acceptance Certificate. On or prior to the Closing Date, Buyer shall signify its acceptance of the Aircraft and the condition thereof by executing a delivery and acceptance certificate acknowledging delivery and acceptance of the Aircraft (the "Delivery and Acceptance Certificate") and by deposit of the Purchase Price for the Aircraft with Escrow Agent. The Delivery and Acceptance Certificate shall be substantially in the form as set forth in Exhibit E attached hereto and made a part hereof. 3.5 Risk of Loss. Seller shall keep the Aircraft fully insured and bear the risk of loss, damage or destruction to the Aircraft until Closing. Risk of loss, damage or destruction to the Aircraft shall pass from Seller to Buyer at Closing. The occurrence of any event of loss or damage which prevents the Closing shall be deemed a termination by mutual agreement of the parties pursuant to Section 8.1 hereof. 3.6. As-Is Sale. THE AIRCRAFT IS A USED AIRCRAFT AND IS BEING SOLD ON AN "AS IS, WHERE IS" BASIS, AND SELLER DISCLAIMS AND BUYER WAIVES ALL IMPLIED WARRANTIES, GUARANTEES, OR REPRESENTATIONS OF ANY KIND OR NATURE (EXCEPT AS PROVIDED HEREIN OR IN THE WARRANTY BILL OF SALE), ARISING BY LAW, EQUITY OR OTHERWISE, WITH RESPECT TO THE AIRCRAFT INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION WITH RESPECT TO THE AIRWORTHINESS OR CONDITION OF THE AIRCRAFT, ANY OBLIGATION OR LIABILITY IN TORT, NEGLIGENCE OR WITH RESPECT TO FITNESS FOR A PARTICULAR PURPOSE, .MERCHANTABILITY, LOSS OF USE OR PROFITS, OR CONSEQUENTIAL DAMAGES AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, LOSS OF USE, LOSS OF PROFIT OR USAGE OF TRADE. Notwithstanding the foregoing, Seller represents and warrants that at Closing: Seller will have full power and lawful authority to transfer full legal title and beneficial ownership to Buyer and all rights, title and interest in and to the Aircraft will be transferred to Buyer, free and clear of all Liens and except as may be specifically agreed upon by Buyer, with no leased or loaned equipment installed thereon. SECTION 4. TAXES Seller shall be responsible for, and indemnify Buyer against, the payment of any franchise, sales, use, property and other or similar taxes, duties or risspssments related to the Aircraft and/or its ownership, use or operation prior to the Closing that may be imposed by any governmental authority, except for taxes measured by Buyer's income or assets or franchise taxes imposed on Buyer. Buyer shall be responsible for, and indemnify Seller against, the payment of any franchise, sales, use, property and other or similar taxes, duties or assessments related to HAS Doe 058455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000449 SDNYGM_02774554 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFI'A_0026I194 EFTA01339822

the Aircraft that may be imposed by any governmental authority in connection with the sale and transfer of the Aircraft as herein contemplated or related to the Aircraft and/or its ownership, use or operation as of and/or subsequent to the Closing, except for taxes measured by Sellers income or assets or franchise taxes imposed on Seller. Unless the Closing occurs in a jurisdiction in which there is no sake or similar tax, Seller's obligation to transfer title hereunder is conditioned upon evidence of payment by Buyer of any applicable sales or similar taxes or demonstration to Seller's reasonable satisfaction of the eligibility of such transfer for an exemption from sales and similar taxes, including, without limitation, the providing of required forms of documents, affidavits and/or evidence of the location of the Aircraft at the time of transfer. The respective indemnification obligations of the parties under this Section 4 arc conditioned upon the timely provision of notice of any claims which may give rise to an indemnification obligation by the party claiming an indemnification right. The obligations and duties of the parties pursuant to this Section 4 survive the Closing. SECTION 5. CLOSING. 5.1 Closing. The closing of the sale and purchase of the Aircraft (as more fully described in this Section 5, the "Closing") shall be within two (2) Business Days of Seller's delivery of the countersigned Post-Inspection Notice to Buyer and the correction of any and all Discrepancies, and any and all Additional Remediation Items, referred to therein, together with any and all Discrepancies arising after the date of the Post- Inspection.Notice but prior to the Closing as evidenced by (i) if applicable, the Aircraft's return to service by the Inspection Facility and/or (ii) confirmation by the Inspection Facility or Buyer that all such Discrepancies and other agreed items have been fully and properly corrected, but in no event later than June 28, 2019 (the "Closing Date) unless extended by the mutual written consent of Buyer and Seller which consent shall not be unreasonably withheld. 5.2 Conditions to Buyer's Obligation to Purchase. The obligation of Buyer to purchase the Aircraft from Seller is subject to the satisfaction by Seller or, if applicable, the waiver by Buyer of each of the following conditions on or prior to the Closing Date: (i) Seller shall have delivered, or shall have caused to be delivered to Escrow Agent, the Title Documents, (ii) there shall be no Liens of record or otherwise affecting the Aircraft, other than Liens which will be released at Closing, (iii) the Aircraft shall be in Delivery Condition, (iv) each and all of the representations and warranties, if any, made by Seller shall be true and correct on and as of the Closing Date and (v) Seller shall have performed or complied with all other agreements, covenants and conditions required by this Agreement to be performed or complied with by Seller, on or prior to the time of the Closing, 5.3 Conditions to Seller's Obligation to Sell. The obligation of Seller to sell the Aircraft to Buyer is subject to the satisfaction by Buyer or, if applicable, the waiver by Seller of each of the following conditions on or prior to the Closing Date: (i) Buyer's delivery to Escrow Agent of the Purchase Price, (iii) Buyer's performance or compliance with all other agreements, covenants and conditions required by this Agreement and (iii) Buyer shall have accepted the Aircraft in accordance with the provisions of Section 3.4. - 10 - HAS Doc x58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000450 SDNY_GM_02774555 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00261195 EFTA01339823

5.4 Deliveries at Closing. Upon confirmation by Buyer and Seller of satisfaction of the foregoing conditions to Closing and receipt by Escrow Agent of each of the Title Documents and confirmation by Escrow Agent that the Aircraft is free and clear of Liens of record at the FAA Civil Aviation Registry and the International Registry other than those Liens which will be discharged out of funds and/or documents then held by Escrow Agent, (1) Seller shall deliver the Aircraft to Buyer, and Buyer and Seller shall execute and exchange the Delivery and Acceptance Certificate, (ii) Escrow Agent shall (a) date and cause the FAA Bill of Sale, the Aircraft Registration Application, any Releases and any other documents necessary to effect the transfer of title to Buyer or its assignee contemplated hereunder to be filed with the FAA Civil Aviation Registry for the benefit of Buyer, (b) date and release the Warranty Bill of Sale to Buyer, (c) effect the registrations contemplated by Section 11.4 hereof and (d) disburse the Purchase Price in immediately available funds as directed by Seller, less (w) any amounts applied by Escrow Agent to cause the release of Liens, (x) mutually agreed adjustments, if any, (y) Seller's share of the expenses set forth in Section 5.5 and (z) any amount payable to Service Contract providers in accordance with Section 1.2.2. All documents and other items to be delivered at Closing shall be deemed to have been delivered simultaneously, and no delivery shall be effective until all such items have been delivered. 5.5 Foes and Costs. Seller shall, at its cost and expense, cause all Liens against the Aircraft to be discharged. The fees and expenses of Escrow Agent shall be shared equally by Buyer and Seller. 5.6 Tinting of Closing. The parties intend that all actions to be taken in Section 5 shall occur simultaneously. The transaction shall be closed and the "Closing" shall have occurred upon the release of the Title Documents for filing at the FAA Civil Aviation Registry which, absent a significant delay between the release and filing thereof, shall be deemed to be the filing time of the FAA Bill of Sale at the FAA Civil Aviation Registry. In addition, the parties agree to accommodate the reasonable requests of their respective institutions which have provided or will provide financing for the Aircraft with respect to timing and sequencing of the filing of documents and the release of funds. 5.7 International Registry. Effective upon completion of the steps set forth in Section 5.4 above, the parties hereby authorize, and Seller shall cause Owner to authorize, Escrow Agent to effect the filings set forth in Section 11.4 hereof on the International Registry. Prior to the Closing, Buyer will not consent to the registration on the International Registry of a prospective international interest regarding the Airframe or Engines. SECTION 6. SELLER'S REPRESENTATIONS. Seller represents and warrants as of the date hereof and as of the Closing: 6.1 Ownership and Title. Seller is and will be, the owner of the Aircraft free and clear of any Liens, except for Liens, if any, that shall be removed at Closing and that Seller shall convey good and marketable title to the Aircraft to Buyer at Closing free and clear of all Liens. 6.2 Authority. The execution and delivery by Seller of this Agreement and the other documents required hereby have been duly authorized by all nearrary action on the part of Seller. Seller has the requisite power and authority to enter into this Agreement, to consummate the closing of the sale of the Aircraft contemplated herein, including the power to execute this Agreement and each of the other documents required hereby and to perform its obligations hereunder. This Agreement constitutes and the Title Documents HAS Doe #58455759 vi CONFIDENTIAL Subject to Protective Order IATS - 000451 SDNY_GM_02774556 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00261196 EFTA01339824

executed by Seller and any other documents required to be executed by Seller under this Agreement when executed will constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their terms. 6.3 Warranties Assignable. Each of the warranties received by Seller at the time of purchase of the Aircraft and any extensions thereof, including without limitation, those relating to the Airframe, Blades, Engines and Aircraft.Components, together with any warranties given by any manufacturers, repairers, installers or other providers of parts and/or services with respect to the Aircraft or any portion thereof shall, to the extent assignable, be assigned to Buyer at Closing. Seller has not engaged in any activity with respect to its ownership of the Aircraft, which resulted in or could result in any warranty becoming void, terminated or subject to termination. 6.4 Commissions. Neither the Seller nor any of its agents or employees has engaged any person or incurred any liability for the payment to any person of any fee or commission in connection with the sale of the Aircraft as herein contemplated that is or could become the obligation of Buyer. Seller hereby agrees that it shall be responsible for and pay the fees and expenses of any broker or dealer, including, without limitation, Guardian Jet, engaged by Seller in connection with the sale of the Aircraft. 6.5 Non-Contravention. The execution of this Agreement, the Tide Documents executed by Seller and any other documents required to be executed by Seller under this Agreement and the consummation of the transactions contemplated hereby do not (x) breach any provision of the certificate of formation, operating agreement or other governing or organizational documents of Seller; (y) violate any law, statute, rule or regulation, judgment, order, writ, injunction or decree of any court, administrative agency or governmental body having jurisdiction over Seller or the Aircraft; or (z) violate or constitute a default under any contract or agreement to which Seller is a party or by which its property or assets are bound. SECTION 7. BUYER'S REPRESENTATIONS. Buyer represents and warrants as of the date hereof and as of the Closing: 7.1 Authority. The execution and delivery by Buyer of this Agreement and the other documents required hereby have been duly authonzed by all necessary action on the part of Buyer. Buyer has the requisite power and authority to enter into this Agreement, to consummate the closing of the purchase of the Aircraft contemplated herein, including the power to execute this Agreement and each of the other documents required hereby and to perform its obligations hereunder. This Agreement constitutes and any other documents required to be executed by Buyer under this Agreement when executed will constitute the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with its terms. 7.2 Commissions. Neither Buyer nor any of its agents or employees has engaged any person or incurred any liability for the payment to any person of any fee or commission in connection with the purchase of the Aircraft as herein contemplated that is or could become the obligation of Seller. Buyer agrees that it shall be responsible for and pay the fees and expenses of any broker or dealer engaged by Buyer in connection with the acquisition of the Aircraft. 7.3 Non-Contravention. The execution of this Agreement and any other documents required to be executed by Buyer under this Agreement and the consummation of the transactions contemplated hereby do not (x) breach any provision of the certificate - 12 - HAS Doc #58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000452 SDNYGh1_02774557 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O261197 EFTA01339825

of formation, corporate charter, operating agreement or other governing or organizational documents of Buyer; (y) violate any law, statute, rule or regulation, judgment, order, writ, injunction or decree of any court, administrative agency or governmental body having jurisdiction over Buyer; or (z) violate or constitute a default under any contract or agreement to which Buyer is a party or by which its property or assets are bound. SECTION 8. TERMINATION OF AGREEMENT. 8.1 Termination by Mutual Agreement. This Agreement may be terminated by mutual written agreement of Buyer and Seller at any time prior to the Closing. Upon any such termination by mutual agreement, Escrow Agent shall disburse the Deposit and any other amounts paid by Buyer to the Escrow Agent in accordance with the mutually agreed instructions from Seller and Buyer, Escrow Agent shall return to the original transmitting party any Title Documents, the Registration Application or any other documents transmitted to Escrow Agent, and thereafter neither party hereto shall have any further rights against or obligations to the other. 8.2 Termination by Buyer. Except as may be set forth in Section 2 with respect to breach or non-performance of Seller's obligations set forth in such Section 2, provided that Buyer is not otherwise then in default of any material provision of this Agreement, Buyer shall have the right to terminate this Agreement pnor to Closing if Seller breaches or fails to perform any of its duties, obligations or liabilities set forth herein, provided, however that prior to any such termination, Buyer shall provide Seller and Escrow Agent with written notice of Buyer's intent to terminate and Seller shall have five (5) Business Days thereafter to cure any such default or failure to perform. Upon such termination, Escrow Agent shall, upon Buyer's written request, release the Deposit and any other amounts paid by Buyer to Escrow Agent to Buyer. Escrow Agent shall return to Buyer the Registration Application and any other documents which Buyer previously transmitted to Escrow Agent in connection with this Agreement. In addition and subject to Section 8.4 hereof, Buyer shall have the right to recover from Seller all reasonable and documented out-of-pocket costs and expenses incurred directly in connection with this Agreement, including, without limitation, Movement Costs incurred and paid, costs and expenses incurred in connection with the Pre-Purchase Inspection and/or Evaluation Flight and costs and expenses of counsel, Escrow Agent, and the recovery of such amounts shall constitute Buyer's sole and exclusive legal remedies in connection with any such termination and Buyer waives any other remedies that may be available to it at law or in equity in connection therewith. 8.3. Termination by Seller. Except as may be set forth in Section 2 with respect to breach or non-performance of Buyer's obligations set forth in such Section 2, provided that Seller is not otherwise then in default of any material provision of this Agreement, Seller shall have the right to terminate this Agreement pnor to Closing if Buyer breaches or fails to perform any of its duties, obligations or liabilities set forth herein, provided, however that prior to any such termination, Seller shall provide Buyer and Escrow Agent with written notice of Seller's intent to terminate and Buyer shall have five (5) Business Days thereafter to cure any such default or failure to perform. Upon such termination, Escrow Agent shall, upon Seller's written request, release the Deposit to Seller as liquidated damages for Seller's loss of bargain hereunder, the release of which Deposit shall constitute Seller's sole and exclusive remedy under this Agreement and Seller waives any other remedies that may be available to it at law or in equity in connection therewith. Each party acknowledges and represents that the liquidated damages amount provided for in this Section 8.3 is a reasonable estimate of the damages that would be incurred by Seller in the event Buyer defaults on Buyer's obligations under - 13 - HAS Doc #58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000453 SDNYGM_02774558 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261198 EFTA01339826

this Agreement. In addition, Seller shall have the right to recover from Buyer all Movement Costs incurred and unpaid by Buyer. 8.4 Force Maieure. The term "Force Majeure" means any cause beyond a party's reasonable control that prevents a party from meeting its obligations under this Agreement, including, but not limited to, acts of God or the public enemy, federal government shutdown, acts of terrorism, war or other outbreak of hostilities, civil commotion, actions of the elements (volcanic eruptions, earthquakes, etc.) or weather conditions and excludes for the avoidance of doubt labor disputes or strikes within a party's organization. A party shall promptly notify the other party that it will be unable to perform its obligations hereunder due to a Force Majeure. Such notifying party shall be referred to as the "Non-performing Party." In such event, the time for the Non-performing Party's performance shall be extended for the pendency of such event, provided. however, that if such non-performance is reasonably estimated to (or actually does) extend beyond sixty (60) days, either party hereto may at its option terminate this Agreement upon written notice to the other party and the Escrow Agent. In such event, the Escrow Agent shall: (i) deduct from the Deposit and pay to itself one-half (1/2) of any agreed upon escrow fees payable to the Escrow Agent; and (ii) remit the balance of the Deposit (with deduction for Movement Costs, if any, which were to be paid by Buyer but which remain unpaid) to Buyer. Thereafter, except for the provisions of this Agreement that are specified herein to survive its termination, neither party shall have any obligation or liability to the other with respect to the subject matter of this Agreement, except that Seller shall be responsible for the payment of one-half (1/2) of any agreed upon escrow fees to the Escrow Agent. The failure to pay the Purchase Price shall in no event constitute Force Majeure unless there exists a system-wide banking failure or interruption in service in the United States impacting such payment. 8.4 Consequential Damages. Notwithstanding anything to the contrary set forth herein with respect to any breach of obligation, duty or liability or with respect to any indemnification obligation, neither Seller nor Buyer shall be liable for any Indirect, consequential, special, incidental and/or punitive damages of any kind or nature under any circumstances or, without limiting the foregoing, for any lost profits or any other losses or damages for or arising out of any lack or loss of use of the Aircraft. SECTION 9. ASSIGNMENT AND DELEGATION 9.1 Assignment. This Agreement shall inure to the benefit of and be binding upon, each of the parties hereto and, except as expressly set forth below or in this Section 9, is not assignable by either party in whole or in part without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Buyer shall have the right to assign its rights hereunder and/or to cause Seller to transfer title to (i) any person or entity owned or controlled by or owned or under common control with Buyer, (ii) any owner trust or other entity formed for the purpose of allowing the Aircraft to be registered under the laws of the United States of America, or (iii) any financial institution in connection with the financing of Buyer's acquisition of the Aircraft; provided that in connection with any such assignment or title transfer (a) Buyer shall remain primarily obligated to fully perform its duties and obligations hereunder (including, without limitation, the payment of the Purchase Price) as Wit were taking title in its own name, (b) such assignment or title transfer will not result in greater obligations or liabilities for Seller under this Agreement other than any obligation to acknowledge any such assignment, (c) Buyer will be responsible for all costs and expenses incurred in connection with such assignment of the right to receive title and (d) any such assignment shall be pursuant to an assignment and assumption agreement reasonably acceptable to Seller. Upon consummation of any - 14 - HAS Doe X58455759 y7 CONFIDENTIAL Subject to Protective Order IATS - 000454 SDNY_GM_02774559 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00261199 EFTA01339827

such assignment, the assignee shall execute and deliver any escrow agreement executed in connection herewith and the Deposit shall continue to be retained pursuant to the terms hereof and such escrow agreement. 9.2 Delegation of Duties. The obligations of the parties under this Agreement may not be delegated in whole or in part, save and except to the extent accomplished as a result of an assignment by Buyer pursuant to Section 9.1. 9.3 Other Assignments Void. Except as otherwise provided in this Section 9, any assignment by a party of its rights or the delegation of its obligations under this Agreement shall be void and wholly without legal effect 9.4 Successors. In the event Seller or Buyer is sold, merged, or otherwise consolidated with any other entity, the surviving or successor entity shall assume any and all liabilities and obligations of such party, including, without limitation those which survive the Closing. The obligations and duties set forth in this Section 9.4 survive the Closing and are enforceable against any successor or survivor. SECTION 10. NOTICES Any notice required to be given under this Agreement or by any applicable provision of law, shall be in writing and shall be given by hand delivery, overnight delivery service that provides delivery receipts on a priority basis or PDF attachment sent via e-mail. Notices shall be deemed to have been received one (1) Business Day after having been sent via overnight delivery service on a priority basis or on the Business Day on which hand delivered or sent by PDF attachment sent via e-mail without delivery failure. All notices to be delivered hereunder shall initially be addressed as follows: To Seller: ASI Wings LLC 151 Farmington Avenue Hartford, CT Attention: Telephone: E mail: With a Copies to: and HAS Doc #58455759 v7 etavuen t artrinn CVS Pharmacy, Inc. One CVS Drive Woonsocket, RI 02895 Attention: Darin P. Smith, Senior Legal Counsel Telephone: I E mail: Edward H. Kammerer Hinckley, Allen & Snyder LLP 100 Westminster Street, Suite 1500 Providence, RI 02903 Telephone: - 15 - CONFIDENTIAL Subject to Protective Order IATS - 000455 SDNYGM_02774560 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 110261200 EFTA01339828

To Buyer: E mail: Hyperion Air, LLC 6100 Red Hook Quarter, B3 St. Thomas, U.S. Virgin Islands 00802 Attention: Telephone: E mail: With a Copy to: Darren K. lndyke, Esq. 5300 W. Atlantic Avenue, Suite 602 Delray Beach, Florida 33484 Telephone: E mail: Notices received on a day that is not a Business Day or after 5:00 PM EDT on a Business Day at the recipient's location shall be deemed to have been received on the next Business Day. SECTION 11. CAPE TOWN TREATY PROVISIONS 11.1 Transacting User Entity. Prior to the Closing, Buyer and Seller shall each register as a "transacting user entity" (as such term is defined and used in the International Registry Procedures and International Registry Regulations) with the International Registry. Each party shall bear its own expense in doing so. 11.2 Cape Town Administrator. Each party shall provide to the other, as a condition to Closing, evidence that it has been approved by the International Registry as a transacting user entity, has duly registered with, is authorized to make filings with and has received all approvals from the International Registry, and has appointed an "administrator" (as such term is defined and used in the International Registry Procedures and International Registry Regulations). I I .3 Professional User Entity. Each party shall, as a condition to Closing, authorize Escrow Agent to act as, and shall designate Escrow Agent as, a "professional user entity" (as such term is defined and used in the International Registry Procedures and International Registry Regulations) to effect, amend, discharge and consent to registrations with respect to the Airframe and the Engines on its behalf. Neither party shall revoke such authorization until after the earlier to occur of (i) registration and consent to registration of the sale for the Airframe and the Engines with the International Registry following the filing with the FAA Civil Aviation Registry of the FAA Bill of Sale conveying the Aircraft to Buyer, or (ii) termination of this Agreement in accordance with its terms. 11.4 Filings. Each party shall cooperate to cause Escrow Agent, as a professional user entity, to file with the FAA Civil Aviation Registry a properly completed AC Form 8050-135, and to register and consent to the registration of the sale and releases of any conflicting international interests related to the Airframe and Engines with the International Registry immediately after filing of the FAA Bill of Sale and the Form 8050.135 with the FAA Civil Aviation Registry. Without limiting the foregoing, - 16 - HAS Doc 058455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000456 SDNYGM_02774561 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00261201 EFTA01339829

Seller shall cause each holder of any conflicting international interests related to the Airframe and Engines at the International Registry to appoint Escrow Agent (or another party mutually acceptable to Seller and Buyer) as such holder's professional user entity for the purpose of effecting the release of such holder's conflicting international interest at the International Registry and to empower such professional user entity to release, at Closing, any such conflicting international interest. 11.5 Searches. Any Priority Search Certificate obtained by Escrow Agent from the International Registry with respect to the Aircraft shall identify the parties hereto as having the benefit of the search. 11.6 Definitions: "Aircraft Protocol" means the official English language text of the Protocol to the Convention on international Interests in Mobile Equipment on Matters Specific to Aircraft Equipment, adopted on 16 November 2001, at a diplomatic conference in Cape Town, South Africa and signed in Rome, Italy on May 9, 2003. "Cape Town Convention" means, collectively, the Convention and the Aircraft Protocol. "Convention" means the official English language text of the Convention on International Interests in Mobile Equipment, adopted on 16 November 2001, at a diplomatic conference in Cape Town, South Africa and signed in Rome, Italy on May 9, 2003. "International Registry" means the international registry located in Dublin, Ireland, established pursuant to the Cape Town Convention. "International Registry Procedures" means the official English language text of the Procedures of the International Registry issued by the supervisory authority thereof pursuant to the Cape Town Convention. "International Registry Regulations" means the official English language text of the Regulations of the International Registry issued by the supervisory authority thereof pursuant to the Cape Town Convention. 11.7 Return of Deposit. Notwithstanding anything in this Agreement to the contrary, Buyer and Escrow Agent hereby agree that in the event of termination of this Agreement for any reason whatsoever, Escrow Agent shall not return the Deposit to Buyer unless and until Escrow Agent has searched the International Registry and determined that no interest has been filed or registered by Buyer or any person claiming by, through or under Buyer, against the Airframe or Engines. Seller shall pay all costs and expenses to search the International Registry database pursuant to this Section 11.7 unless the search reveals that any interest has been filed or registered against the Aircraft by Buyer or any person claiming by, through or under Buyer, in which case, Buyer shall pay all such costs and expenses. 11.8 Discharges. If, in the event of termination of this Agreement for any reason whatsoever, any interest, prospective interest, sale or prospective sale has been filed or registered against the Airframe or Engines by Buyer or any person claiming by, through or under Buyer, Buyer hereby irrevocably authorizes and directs Buyer's professional user entity to cause the discharge of any such filing or registration not later than two (2) Business Days after written notice from Seller or Seller's professional user - 17 - HAS Doe N58465759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000457 SDNY_GM_02774662 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261202 EFTA01339830

entity to Buyer or Buyer's professional user entity. Buyer agrees that Seller shall have all of the rights available to it under law or in equity, including the right of specific performance, to enforce Buyer's performance of its obligations under this Section 11.8. Notwithstanding anything in this Agreement to the contrary, Buyer agrees to be responsible for and upon demand to indemnify Seller from and to hold Seller harmless from and against any and all claims, demands, liabilities, damages, losses and judgments (including legal fees and all expenses) arising out of any breach by Buyer of any of its obligations under Section 11.7 and this Section 11.8. This indemnity obligation shall survive the termination of this Agreement for any reason. SECTION 12. MISCELLANEOUS. 12.1 Waivers. Seller or Buyer may, by written notice to the other party, (i) extend the time for the performance of any of the obligations or other actions of the other party under this Agreement, (ii) waive compliance with any of the conditions or covenants of the other party contained in this Agreement or (ih) waive performance of any of the obligations of the other party to this Agreement. With respect to any power, remedy or right provided herein or otherwise available to any party to this Agreement, (a) no waiver or extension of time will be effective unless expressly contained in a writing signed by the waiving party and delivered as herein required and (b) no modification or impairment will be implied by reason of any previous waiver, extension of time, delay or omission of any party to this Agreement. 12 2 Amendments. This Agreement may only be amended or supplemented by written agreement of the parties hereto. 12.3 Exoenses. Each of the parties hereto shall pay and discharge its own obligations with respect to the negotiation, preparation and execution of this Agreement and any other documents required herein, including without limitation, the cost of legal counsel, accountants and any other consultants or experts. 12.4 Entire Agreement. This Agreement, its exhibits and any schedules attached hereto, shall constitute the entire agreement between the parties hereto with respect to the subject matter hereof and shall supersede all prior agreements, understandings, oral or written, between the parties hereto with respect to the purchase and sale of the Aircraft, including without limitation, any offer to purchase or any other offer letter or acceptance letter previously executed by or on behalf of the parties hereto. No representation, warranty, promise, inducement or statement not otherwise contained herein shall be binding on either party hereto, nor shall either party hereto be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement not herein set forth. 12.5 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, determined without regard to conflicts of law principles other than Sections 5.1401 and 5-1402 of the New York General Obligations Law. If any provision of this Agreement conflicts with any such law of the State of New York or is otherwise unenforceable, such provision shall be deemed null and void only to the extent of such conflict or unenforceability, and shall be deemed separate from and shall not invalidate any other provision of this Agreement. For the avoidance of doubt, the United Nations Convention on Contracts for the International Sale of Goods ("CISO") shall not govern this Agreement and Buyer and Seller each disclaim the application of the CISG to the interpretation and enforcement of this Agreement. - 18 - HAS Doc #58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000458 SDNYGM_02774563 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261203 EFTA01339831

Each of the parties irrevocably and unconditionally: (a) agrees that any suit, action or legal proceeding arising out of or relating to this Agreement may be brought in the courts of the State of New York in New York County or the United States District Court for the Southern District of New York; (b) consents to the jurisdiction of, and court rules in any such court; (c) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in any of such courts and (d) agrees that service of any court paper may be effected on such party by mail, or in such other manner as may be provided under applicable laws or court rules of any such court. THE PARTIES HEREBY KNOWINGLY AND FREELY WAIVE THEIR RIGHTS TO A JURY TRIAL IN ANY ACTION, SUIT OR PROCEEDING RELATING TO, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. 12.6 Attorney's Fees. Should any action or proceeding be commenced between the parties hereto or their respective representatives concerning the enforcement or interpretation of any of the provisions of this Agreement or the rights and duties of any person or entity hereunder, solely as between the parties hereto or their successors, the party prevailing in such proceedings shall be entitled to the reasonable attorney's fees and expenses of counsel and court costs incurred by reason of such action. 12.7 Broker Indemnity. Should any person assert any claim against Buyer or Seller for fees or commissions by reason of any alleged employment or agreement to act as a broker for either Seller or Buyer in regard to the purchase and sale of the Aircraft as herein contemplated, the party for whom said person claims to have acted shall defend, indemnify and hold harmless the other party from and against all claims, demands, liabilities, damages, losses, judgments and expenses of every kind and nature arising out of said claim. This indemnity obligation shall survive the termination of this Agreement for any reason. 12.8 Cooperation. Each party hereto agrees to execute or cause to be executed, as the case may be, any and all further or additional documents or writings and perform such other reasonable actions as may be nremary to carry out the purchase and sale of the Aircraft as herein contemplated. 12.9 Rules of Construction. The section headings in this Agreement are inserted for convenience only and in no way define, limit, or extend or interpret the scope of this Agreement or of any particular section of this Agreement. The validity, legality or enforceability of any particular provision of this Agreement shall not affect the remainder of this Agreement, even if one or more of the provisions of this Agreement is found to be invalid, unenforceable or illegal. Whenever any representation or warranty is stated to be based on the knowledge of a party to this Agreement, such phrase shall refer to whether the party, or if an entity, any of such party's senior management or such party's broker has actual knowledge of the matters involved. The parties agree that prior drafts of this Agreement shall not be deemed to provide any evidence as to the meaning of any provision hereof or the intent of the parties with respect thereto. For all purposes of the Agreement, a "Business Day" is any day other than a Saturday or Sunday on which banks in New York, N.Y. are authonzed or required to open for business and on which the FAA Civil Aviation Registry is open for business. 12.10 Confidentiality The terms and conditions of this Agreement, and all writings, discussions, and negotiations in connection with the transaction contemplated hereby (including, without limitation, the fact that discussions and negotiations have been conducted by the parties), shall remain strictly confidential and shall not be disclosed by - 19 - HAS Doc N68455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000459 SDNY_GM_02774564 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00261204 EFTA01339832

either party, without the prior written consent of the other party, except that each party shall be entitled to disclose the terms and conditions of this Agreement (i) as may be required by law or legal process or the rules of any applicable stock exchange; (ii) to the attorneys, accountants, consultants, and other entities and advisors performing services for such party or its affiliates with respect to or affected by the transaction contemplated by this Agreement, including Escrow Agent and the Inspection Facility and their respective personnel; (iii) to the employees, officers, managers or board members of each party or its affiliates with a need to know; (iv) as may be required to permit such party to enforce its rights under this Agreement or to pursue all available remedies for breach of this Agreement by the other party; (v) to any permitted assignee; (vi) to the lenders to either party and (vii) in the event that such information has entered the public domain without fault of the disclosing party hereunder. In connection with any such disclosure, the party making such disclosure shall request and use commercially reasonable efforts to obtain confidential treatment of such information. If the receiving party is required by a government body or court of law to disclose such confidential information, to the extent permitted by applicable law or as otherwise reasonably practicable, the receiving party shall give the disclosing party reasonable advance notice so that the disclosing party may contest the disclosure or seek a protective order. The foregoing confidentiality obligation will be applicable to any employees, board members, attorneys, accountants, consultants, or other advisors of a party or its affiliates to whom such party makes any disclosure, and such party will advise any such persons of the confidential nature of the information, and such party will be responsible for any breach of such confidentiality obligation by any of them. 12.11 Marketing Activity. From and after the date on which Buyer and Seller execute and deliver this Agreement until the earlier to occur of the Closing or the date of the termination of this Agreement in accordance with its terms (the "Blackout Period"), (i) neither Seller nor any agent or other person acting on its behalf will directly or indirectly solicit or entertain offers from, negotiate with or in any manner encourage, discuss, accept or consider any proposal of any person other than Buyer relating to the acquisition, through purchase, lease or otherwise, of the Aircraft or any interest therein, and (ii) neither Buyer nor any agent or other person acting on its behalf will directly or indirectly make or in any manner discuss any acquisition, through purchase, lease or otherwise, of any other aircraft or any interest therein as a substitute or replacement for the purchase of the Aircraft which is the subject of this Agreement; provided, however, that the parties acknowledge that certain advertising remains in place for the Aircraft which shall not be deemed to violate the terms of the foregoing restriction during the Blackout Period and that Seller may receive unsolicited offers during the Blackout Period. Seller agrees that it and its agents will inform all such prospective purchasers and their agents or other representatives that the Aircraft is "under contract" 12.12 . This Agreement may be executed simultaneously in two or more counterparts,ith lilff'which shall be deemed an original, but all of which together shall constitute one and the same instrument. Such counterparts may be exchanged via facsimile or PDF attachment to an e-mail. Neither party shall be obligated under this Agreement unless and until they receive (including receipt as pemdtted by this Section 12.12) a counterpart of this Agreement countersigned by Escrow Agent. 12.13 Patriot Act Compliance. Each party hereto represents and warrants to the other party that: (i) It, and each of its assignees, is and will remain in full compliance with all laws and regulations applicable to it including, without limitation, (i) ensuring that no - 20 - HAS Doc #58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000460 SDNYGM_02774565 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261205 EFTA01339833

person or entity that owns a controlling interest in or otherwise controls it or its assignees is or shall be (Y) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control ("OFAc"), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (Z) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders, and (ii) compliance with all applicable Bank Secrecy Act ("BSA") laws, regulations and government guidance on BSA compliance and on the prevention and detection of money laundering violations. (ii) Neither it, its assignees nor any person or entity that owns a direct or indirect interest in such entity, is a person or entity with whom a United States Person is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists published by the OFAC (including those executive'onders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons) or otherwise. provisions) of the USA PATRIOT Act 2001, P ub. It and its assivtees are in complL. No. 10 iance with 7-56. any and all applicable of (iv) It and its assignees will cooperate with the other and provide such documentation or other evidence as is necessary for the other party to demonstrate compliance with each of the statutes referred to in this Section 12.13 and any regulations promulgated thereunder. Furthermore, Buyer represents and warrants to Seller that no portion of the Purchase Price is derived from sources which violate the Anti-Money Laundering Laws, meaning those laws, regulations and sanctions, state and federal, criminal and civil, that (a) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (b) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United States; (c) require identification and documentation of the parties with whom a financial institution conducts business; or (d) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the Patriot Act, the Bank Secrecy Act, the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et seg., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et sgaqs, and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957. 12 14 Survival. The representations, warranties and covenants set forth in Sections 1.2, 4, 5.5, 6.2, 6.3, 6.4, 6.5, 7.1, 7.2, 7.3, 8, 9.4, 10, 11.7, 11.8, 12.3, 12.4, 12.5, 12.6, 12.7, 12.8, 12.9, 12.10, 12.13 and 12.14 hereof shall survive the Closing and the expiration or termination of this Agreement along with all obligations, undertakings and agreements which by their terms contemplate observance or performance that is to occur after or extend beyond the Closing. Sections 2.4 and 8 shall survive the termination of this Agreement for the purposes of the exercise of remedies provided therein. Except (i) as set forth in this Section 12.15, (ii) with respect to rights and remedies arising as a result of a breach by any party hereto and (iii) with respect to the representations, warranties and covenants set forth in the Warranty Bill of Sale, no obligations arising under this Agreement shall survive the Closing or expiration or termination of this Agreement. [The remainder of this page is intentionally left blank. Signature page follows.1 - 21 - 11/19 Doc M58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000461 SDNYGI44_02774 566 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00261206 EFTA01339834

CONFIDENTIAL IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives, as of the date set forth in the preamble hereto. BUYER: Hyperion Air, LLC By: Name: 'Dawes efar Name: Title: Title: SVP (sn-tNetiff and ceto CONSENT AND JOINDER: The undersigned, Insured Aircraft 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 Three Thousand Four Hundred and 00/100 U.S. Dollars (USS3,400.00). 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 Buyer as contemplated by this Agreement and for no other transaction, person, entity, or purpose, including, without limitation, any planned or subsequent sale of the Aircraft by Buyer. Escrow Agent further confirms that any funds constituting the Deposit or the Purchase Price have been or will be deposited with Escrow Agent from Buyer's account or, if such finds originate from an account other than in the name of Buyer, such funds have been or will be unconditionally and irrevocably assigned by the depositor for use as the Deposit or the Purchase Price, as applicable, solely in connection with this Agreement. Escrow Agent's agreement to serve as the "Escrow Agent" is conditioned on the following limitation. Notwithstanding the provisions contained in Section 12.5 of the Agreement or any provision contained in any other agreement between Buyer 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 Buyer and Seller relating any finds 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 12.5 of the Agreement to the extent that any dispute is between only Buyer and Seller and does not involve Escrow Agent in any manner. Escrow Agent: (Signed subject to attached IATS Terms and Conditions.) INSURED AIRCRAFT TITLE SERVICE, LLC By: Name: Title: Subject to Protective Order IATS - 000462 SDNY_GM_02774567 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261207 EFTA01339835

IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives, as of the date set forth in the preamble hereto. SELLER: BUYER: ASI Wings LLC Hyperion Air By: By. Name: Name: Larry VIS0S.Ift Title: Title: CONSENT AND JOINDER: Manager The undersigned, Insured Aircraft 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 Three Thousand Four Hundred end 00/100 U.S. Dollars (US.S3,400.00). 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 Buyer as contemplated by this Agreement and for no other transaction, person, entity, or purpose, including, without limitation, any planned or subsequent sale of the Aircraft by Buyer. Escrow Agent further confirms that any hinds constituting the Deposit or the Purchase Price have been or will be deposited with Escrow Agent from Buyer's account or, if such funds orientate from an account other than in the name of Buyer, such hands have been or will be unconditionally and irrevocably assigned by the depositor for use as the Deposit or the Purchase Price, as applicable, solely in connection with this Agreement. Escrow Agent's agreement to serve as the "Escrow Agent" is conditioned on the following limitation. Notwithstanding the provisions contained in Section 12.5 of the Agreement or any provision contained in any other agreement between Buyer 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 Buyer and Seller relating any funds or other items which are in the possession of Escrow Agent, Escrow Agent shall be entitled to interplead any hands 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 12.5 of the Agreement to the extent that any dispute is between only Buyer and Seller and does not involve Escrow Agent in any manner. Escrow Agent: (Signed subjec IATS Terms and Conditions.) INSURED AIRCR T3 SE VICE, LLC By: Name: Title: Sjgbed, salad to IATS Terms & Conditions. CONFIDENTIAL Subject to Protective Order IATS - 000463 SDNYGM_02774568 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261208 EFTA01339836

TERMS AND CONDITIONS OF ESCROW SERVICES PROVIDED BY INSURED AIRCRAFT TITLE SERVICE, LLC ("IATS") The following terms and conditions shall apply to the services provided by IATS. IATS shall act as stakeholder and shall not be responsible for genuineness, validity, sufficiency or collectability of funds or documents deposited with it or any description of property or other thing therein, and shall not be required to determine existence of any fact or decide any questions of law. IATS shall not be liable for the condition or value of any property involved in any transaction. IATS shall not be liable in any respect on the account of identity, authority or rights of the persons executing or delivering or purporting to execute or deliver any such document, paper or funds, and IATS shall not be responsible for any forgery or false representation; its duties hereunder being limited to the safekeeping of such funds, instruments or other documents received by it, and for the delivery of the same in accordance with any agreement between Buyer and Seller or the mutual instruction of such parties. IATS shall not be liable for any errors or irregularities arising from the records of any governmental agency, including the International Registry or the Federal Aviation Administration. The undersigned hereby acknowledges and agrees that IATS may perform other services for one or more of the parties to a transaction, including, without limitation, providing services relating to the status of the title to the Aircraft. Notwithstanding anything to the contrary contained in any contract between Buyer and Seller, the parties acknowledge and agree that, from time to time, IATS is requested to serve as the escrow agent in connection with a series of transactions involving the Aircraft and the simultaneous closings of such transactions. To that end, each transacting party acknowledges that the transaction to which it is a party may involve a situation where (I) the Aircraft may be being purchased from another seller, (2) the Aircraft may be being immediately resold to a different purchaser, (3) that there may be simultaneous closings of the purchases and sales, and (4) that all funds being used to fund the purchases and sales of such aircraft may be being deposited with IATS by the ultimate purchaser, and that IATS, upon authorization from the appropriate parties, may use said funds to fund the purchase of the Aircraft or otherwise dispose of the funds in accordance with the tenns of the contract(s) involving the purchase(s) and sale(s) of the Aircraft. The transacting parties are responsible for the negotiation and preparation of any contract(s) involving the purchase(s) and sale(s) of the Aircraft. IATS shall have no responsibility whatsoever for the contents of any contract(s). If more than one contract is involved, IATS shall have no responsibility to make a comparison of the contracts to evaluate whether there are any inconsistencies between the terms of the contracts, and IATS shall have no liability or responsibility whatsoever for any inconsistencies between the terms of any contracts. Upon confirmation by IATS that IATS is holding the documents contemplated by the contract(s) (or as otherwise authorized by the transacting parties) and escrowed funds in an amount necessary to close the transaction(s) contemplated by the contract(s) delivered to IATS, the transacting parties shall authorize IATS to consummate and close the sale(s) and purchase(s) contemplated by the contract(s), and upon receipt of such authorization IATS is authorized and directed to release the documents as contemplated by the contract(s) and disburse the escrowed funds in accordance with the terms - 23 - HAS Doc #58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000464 SDNYGM_02774569 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261209 EFTA01339837

contemplated by the contract(s) or as otherwise instructed by the parties. In accepting any funds or documents delivered to IATS, it is agreed and understood that TATS will not be called upon to construe any contract or instrument deposited. In the event that IATS deems it necessary or advisable, in its sole discretion, to employ attorneys for the reasonable protection of the escrow property and/or of itself, IATS shall have the right to be reimbursed by the transacting parties for any attorneys' fees incurred. Should a transaction fail to close for any reason, the transacting parties will be charged a handling fee (minimum of $150.00), plus all incurred expenses, which may be retained from the funds held by TATS. In the event of a dispute between the transacting parties, IATS reserves the right to hold any money in its possession, and all papers in connection with or concerning this escrow, until a mutual agreement in writing has been reached between all of said parties and delivered to it or until delivery is legally authorized and ordered by final judgment or decree of the United States District Court for the Western District of Oklahoma, the District Court of Oklahoma County, Oklahoma, or other court of competent jurisdiction; and in case IATS obeys or complies with any judgment, order or decree of a court of competent jurisdiction, it shall not be liable to any of the transacting parties nor to any other person or entity by reason of such compliance, notwithstanding any such judgment, order or decree be subsequently reversed, modified, annulled, set aside or vacated. TATS shall not be liable for any acts or omissions done in good faith, nor for any claims, demands or losses, nor for any damages made or suffered by any party, except such as may arise through or be caused by its bad faith or gross negligence. These Terms and Conditions and the services provided by IATS shall be governed by and construed in accordance with the law of the State of Oklahoma. Notwithstanding any provision contained in any purchase agreement or other agreement between a purchaser and seller, the District Court of Oklahoma County, Oklahoma, or the United States District Court for the Western District of Oklahoma shall have exclusive jurisdiction to hear all disputes against IATS and no other courts shall have any jurisdiction whatsoever in respect of such disputes against ATS. The foregoing shall not affect the governing law and/or Jurisdiction and venue provisions in any agreement between a seller and purchaser to the extent that any dispute does not involve IATS in any manner. These Terms and Conditions govern all duties and liabilities of IATS notwithstanding any terms contained in any contract between the transacting parties, and in the event of any inconsistency between these Terms and Conditions and any such contract, these Terms and Conditions shall govern. (Rev. 3/17) - 24 - HAS Doc #58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000465 SDNY_GM_02774570 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261210 EFTA01339838

EXHIBIT A Aircraft Description Sikorsky S-76C++ N722JE S/N 760750 ENGINES: (2) Turbomeca Arriel 2S2 Engines AVIONICS: Honeywell Primus II AIR DATA COMPUTER: Dual Air Data Computers ATTITUDE HEADING REFERENCE SYSTEM: Dual Litef LCR-925 AHRS AUTOMATIC DIRECTION FINDER: Single Collins ADF-462 ADF Receiver COCKPIT VOICE RECORDER: Universal CVR-I20 COMMUNICATIONS: Dual Collins VHF-22A VHF Radios DISTANCE MEASURING EQUIPMENT: Dual Collins DME-42 DME Transceivers ELECTRONIC FLIGHT INSTRUMENTATION SYSTEM: Honeywell ED-800 EFIS System EMERGENCY LOCATOR TRANSMITTER: Artex C406-N ELT with Nav Interface FLIGHT CONTROL SYSTEM / AUTOPILOT: Dual Honeywell FZ-706 Flight Control Computers FLIGHT MANAGEMENT SYSTEM: Universal UNS-IFw GLOBAL POSITIONING SYSTEM: Universal UNS-IFw 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 I Prossor TRce ANSPONDER: 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 WEATHER RADAR: Honeywell Primus WL880 Weather Radar XM GRAPHICAL WEATHER: Garrnin GDL-69 XM Weather Receiver COMMUNICATIONS • Iridium Phone System ,- Phone handset in cabin • Passenger Addressing System OTHER EQUIPMENT • Keith Electric Air-Conditioned Cockpit and Cabin • Emergency Flotation System • First Aid Kit • Dual Crew Flashlights • Heated Windshields / Windshield Wiper System • Manual Rotor Brake System • Tinted Cabin Windows MAINTENANCE & INSPECTIONS ,— Airworthiness Date: December 8to, 2008 ,— Entry 10 into Service: March 17th, 20 Sikorsky Gearbox Program N.- Maintenance Tracking by Sikorsky Ilelotrac HAS Doe #58455759 v7 CONFIDENTIAL ENTERTAINMENT Bose headset jacks for each seat location XM Satellite Radio • Dual Retractable Steps • Nose Landing Gear Doors • Pulse Light System . • LED Landing Lights • Halogen Search Light • Upper / Lower LED Anti-Collision Lights • LED Recognition Lights EXTERIOR DESCRIPTION Phantom Grey with Silver Platinum Markings 25 Subject to Protective Order IATS - 000466 SDNYGNi_02774571 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O26121 I EFTA01339839

INTERIOR DESCRIPTION: Executive eight passenger interior features dual four-person divans. A fold-down armrest in the center of the aft divan features a slide-out drawer with XM radio remote. Bose headset jacks in each scat location allows for intercom, as well as XM radio entertainment, for all passengers. INTERIOR EQUIPMENT • LED Wash Lighting • Overhead LED reading lights and gasper vents • .ighted cabin door steps • Cabin controllers in headliner • Iridium phone handset Wood veneer side ledges (4) 110V AC outlets . (4) I2V DC outlets (cigarette outlets) Material Damage: 2013 bird strike to radome. Removed and repaired radome with new shell cutout and reinstalled radome. Specifications subject to verification by Buyer during the Pre-Purchase Inspection The description contained in this Exhibit A generally describes the Aircraft to the best of Seller's knowledge, but does not represent a warranty or guarantee of the Aircraft, including, without limitation, the avionics, equipment, accessories, modifications, and loose equipment installed on the Aircraft, or its related logs, records, and technical documents. Buyer agrees to rely on the Pre-Purchase Inspection to confirm Aircraft fully meets Buyer's satisfaction. Buyer hereby agrees that Seller bears no obligation to pay for or install equipment to meet the description of Aircraft in this Exhibit A. Seller shall provide Buyer with all Airframe, Engine, and arrrccory maintenance logs, records and manuals; flight records and manuals; weight and balance manuals; wiring diagrams; and any other records and manuals related to the operation and maintenance of the Aircraft, which Seller has for the Aircraft. 26 HAS Doc #56455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000467 SDNY_GM_02774572 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261212 EFTA01339840

AXHIBIT B ASSIGNMENT OF WARRANTIES Pursuant to the Aircraft Purchase and Sale Agreement (the "Agreement"), dated as of March 27, 2019, by and between ASI Wings L (the "Seller") and Hyperion Air, I.LC (the "Duvet"), Seller, without representation or warranty, hereby assigns to Buyer such rights if any, as Seller may have under (a) any warranty (express or implied), or otherwise, with respect to that certain Keystone (Sikorsky) S-76C aircraft bearing U.S. registration number N722JE and manufacturer's serial number 760750 (the "Airframe") together with (i) two (2) Turbomeca S.A. model Arriel 2S2 engines bearing manufacturer's serial numbers 42285TEC and 42286TEC (the "gaging"), (ii) Sikorsky 76150-09100.053 rotor blades bearing manufacturer's serial number A086-03958, A086- 03773, A086-03768 & A086-03769 (the "Blades") and (iii) all appurtenances, appliances, parts, avionics, instruments, components, accessions, furnishings, engine covers, tool kits, and loose equipment that are set forth on Exhibit A to the Agreement, and other equipment of whatever nature incorporated in, attached to, or specifically assigned to any of the foregoing (collectively, the "Aircraft"); (b) any service policies, maintenance plans and programs or product agreements with respect to the Aircraft and (c) all warranties given by any manufacturers, repairers, installers or other providers of parts and/or services with respect to the Aircraft, in each case to the extent the same exist in favor of Seller and are capable of being assigned by Seller or otherwise available to Buyer (collectively, the "Assigned Rights"). Buyer acknowledges that it shall be solely responsible for any fees, charges, costs and expenses with respect to the transfer of the Assigned Rights and the processing of any claims or services thereunder. Seller hereby acknowledges Buyer's right to enforce in its own name such Assigned Rights as Seller may have with respect to the Aircraft. Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement. This Assignment of Warranties may be executed in multiple counterparts and may be transmitted by PDF attachment to an e- mail or facsimile. IN WITNESS WHEREOF, the parties hereto have caused this Assignment of Warranties to be executed by their duly authorized officers this day of , 2019. SELLER: BUYER: ASI Wings LW Hyperion Air, LW By: By: Name: Name: Title: Title: 27 HAS Doc N58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000468 SDNY_GM_02774573 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261213 EFTA01339841

EXHIBIT C POST-INSPECTION NOTICE Pursuant to that certain Aircraft Purchase and Sale Agreement, dated March 27, 2019 (the "Agreement"), between Hyperion Air, LLC ("Buyer") and ASI Wings LLC ("Seller"), this notice confirms to Seller that Buyer has completed the Pre-Purchase Inspection and its review of the Inspection Report. Terms not otherwise defined herein shall have the meanings set forth therefore in the Agreement. CHECK ONE: The Aircraft is hereby conditionally accepted subject to (A) correction or repair by Seller of all Discrepancies and Additional Remediation Items (as such terms are defined in the Agreement) and as described on attached Schedule C-1 together with any and all Discrepancies arising after the date of this Post- Inspection Notice but prior to the Closing as discovered during the course of the inspection and/or acceptance or confirmation flights provided for in Section 3.2 of the Agreement, (B) the Aircraft being in the Delivery Condition and (C) satisfaction of the closing conditions set forth in Section 5 of the Agreement. The Aircraft is rejected. Seller's counter-execution of this Post-Inspection Notice shall not be deemed to obligate Seller to correct any items identified on this Post-Inspection Notice other than Discrepancies and Additional Remediation Items, notwithstanding that Buyer may list other items on this Post-Inspection Notice (such as cosmetic or aesthetic items) that are not Discrepancies or. Additional Remediation Items which Seller has not expressly agreed to repair or remediate; provided, however, that Seller shall be obligated to correct each such proposed Additional Remcdiation Item if Seller has indicated its specific agreement to correct the same by placing beside such item the initials of Seller's signatory. Dated: , 2019 Hyperion Air, LLC By: Name: Title: Agreed and Accepted: ASI Wings LLC By: Name: Title: 28 HAS Doc OS8455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000469 SDNY_GM_02774574 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261214 EFTA01339842

SCHEDULE C-I IQ pOST-INSPECTION Noticil; [Insert List of Discrepancies and Additional Remcdiation Items as Needed] 29 HAS Doc 458455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000470 SDNY GM_02774575 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261215 EFTA01339843

SCHEDULE E- I TO AIRCRAFT DELIVERY AND ACCEPTANCE CERTIFICATE [Insert List of Discrepancies as Needed) 35 HAS Doc X58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000471 SDNY_GM_02774576 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261216 EFTA01339844

SCHEDULE A International Registry Description of Aircraft Assets Engines: TURBOMECA model ARRIEL 2S2 bearing manufacturer's serial numbers 42285 and 42286 36 HAS Doe #58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000472 SDNY GM_02774577 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261217 EFTA01339845

SCHEDULE 1.2.2 Service Contracts Sikorsky Gearbox Program (the "Gearbox Program") 37 HAS Doc #58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000473 SDNY_GM_02774578 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261218 EFTA01339846

SCHEDULE 2.1 Sec attached Associated Aircraft Group, Inc. Customer Estimate, Work Order Quote: Q775-03.20)9 3 HAS Doc N58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000474 SDNY GM_02774579 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261219 EFTA01339847

./4110 Associated Aircraft Group, Inc. 32 Griffith Way, Hudson Valley Regional Airport Wappingers Falls, New York 12590 Phone 845-463-6500 lax 845-463.5687 Date 3/26/2019, 7:58 AM Customer Estimate Work Order Quote: Q775-03.2019 CUSTOMER INFORMATION Hyperion AIr,LLC 6100 Red Hook Ouarlers B3 Saint Thomas, USVI 00802 917.888.6145 Reg. No: N722JE 2008 Sikorsky S.76C•• SERIAL: 780750 Aerial= 0" . 0 14° Discrepancy & Corrective Action Comply with 3.8, and 12 month airframe calendar Inspection requirements 1/AMS-78C AlmenNness Limitations & inspection Requirements manual. Item: 1 . Airworthy Airframe M.M Ref: SA4047.71IC-2-1 Revision: 28 Chaplet 05-20-00 Revision Dale: Airy 31. 2017 Notes' Flat rate applies to shop labor. My parts related to Giese inspections that may be required wt. be added to the Iworce. Hours Subtotal Flat 30,800.00 Labor. 530800.00 Parts: 5000 Shipping: $0.00 Item Subtotal: 530800.00 Aumenize K '1st Discrepancy & Corrective Action Comply With 38 Malin hots airframe inspection requirements IMAN Sikorsky S-76C MnvorthYiess Limitations & inspection Restatements Mendel- Item: 2 - Airworthy Airframe M.M. Rel: SA4047.78C•2.1 Revision: 28 Chapter: 05-20-00 Revision Date: July 31.2017 Notes: Flat rate applies to shop tabor. My parts related to INGO Inspections that may be required 0051 be added to the Invoice. Hours Subtotal Flat 28,000.00 Labor: 528,000.00 Pan: 50,00 Shipping: 50.00 Item Subtotal: 828,000.00 I of 5 Printed by Eels 3 tennv.dalComedia.com) CONFIDENTIAL Subject to Protective Order IATS - 000475 SDNY_GM_02774580 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261220 EFTA01339848

Associated Aircraft Group, Inc. • Piton*: 045.4633500. Far: 845-43.5587. 3'26/2019 7:50:03 AM WM Quote: 077543.2019 32 Griffith Wry. Hudson Valley Regional Airport, Wappingers Falls, New York 12590 Item: 3. Airworthy Airframo ❑Y.. 0 'R. Discrepancy & Corrective Action Comply wth 25 and 50 hOlif airframe inspection requirements IMM/ S•78C Mworthiness Lineations & Inspection Requirements manual. M.M. Ref: SA4047.76C.2.1 Reviskm: 26 Chaplet: 05.20-00 Revision Dale: July 31, 2017 Notes: Flat rate applies to shop abet Any Pans related to these inspections that may be required we be raided to the invoke. Hours Subtotal Fiat 1,400.00 Oty Unit Part Number 1 EA KA100 Description 01 Sample Kit Unit Price 66.55 Subtotal 566.55 Labor $1 400.00 Parts: $68.55 Shipping: $0.00 Item Subtotal: $1.40.55 autumn On* Ow Discrepancy 8, Corrective Action Comply WM 600 hour artsme inspection romirements I/MW Sikorsky S-76C Aliworgeness Limitations & Inspection Requirements manual. Item: 4 • Airworthy Airframe M.M. Ref: SA40417-76C-2-1 Revision: 26 Chapter. 054040 Revision Dale: July 31.2017 Notes: Flat rale applies to shop labor. My parts rolled to arse Inspections that may be required WIN be added to the Invoke. Hours Subtotal MOO 11200.00 Labor 511,200.00 Pans: $0.00 Shipping: $0 00 Item Subtotal: $11.200 CO Ala Pala CI Ye 0 Ho Discrepancy & Corrective Action Comply with the lollowing SCA No. IC00278, 5.78 Door Lock Pin kIL 300 hour/12 month Inspection. CA No. IC001343, Honey...mg MFRD, 300 hour/12 month Inspection. •ICA No. IC00916. Silencer Wall Panel System, 300 hOurt12 month Inspection.. •ICA No. IC00925. Keystone Retractable Boarding Step, 300 hour/12 month inspection. •ICA No. IC01217, Deluxe VW Interior system. 100 new/I2 month inspection. •ICA No. IC01357, Garmln GMX-200. 300 hour/12 month Inspection. •ICA No. 1C01421, Gamin GDL-69/GDL-139A Weather Data Receiver. 300 hour/12 month Inspection. •ICA No. IC01096, LED External tights, 50 hour/12 month Inspection. •ICA No. IC01812, TrueNoOn Simphone SATCOM. 300 hour/12 month inspection. •ICA No. 1001841, LINS-Ww With LPV IMMO,. 300 hoia/1500 hour/12 month Inspection. •ICA No. 1K7707, Eatongedoco Zapper chip detector system. 500 hour/6 month Inspection. •ICA No. IWO-12. 300 hour/1500 how/12 month Inspection and lubrication of Tall Rotor coda. Item: 6 - Airworthy Airframe Hours Subtotal Flat 2,100.00 Labor $2,100.00 Parts: $0.00 Shipping: $0.00 item Subtotal: $2,100.00 2 of 5 Printed by Ears 3 (www.0Mcomedia corn) CONFIDENTIAL Subject to Protective Order IATS - 000476 SDNY_GM_02774581 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261221 EFTA01339849

Associated Aircraft Group. Inc.- Phonic 845-453.8500, Fax: 845' 183.5687 . 3/26/2019 7:58:03 AM WM Quote: 077643.2019 32 Griffith Way. Hudson Valley Regional Airport. Wappingers Fans. New York 12590 whoa Item: 6 - Airworthy Airframe Discrepancy & Corrective Action Send Win Gallery. PS-855A Emergency Power supply battery. and Grimes emergency tght power supply out lo Aviall out for 12 month deep cycielcapecny checks. Their estimated costs are below. Outside Repair. /MALL, INC.. LAWN: 1.500.00. Pans: 0.00. SlaPOing: 0.00 Notes: Charge horn Avian indicated is just an estimate. Actual coat may vary. Hours Subtotal 0.00 0.00 Labor: $1400.00 Parts: $0.00 Shipping: $0.00 Rem Subtotal: $1.500.30 AUTHORIZE ❑THI 0 KU Discrepancy & Corrective Action Contract Structural Testing Systems to perform the following inspections: Item: 7 • Airworthy Airframe •12 month Pad Collective Stick NOT Thee estimated Charge Is below. ad•Itti• Rept STRUCTURAL TESTING SYSTEMS. INC., tabor 650.0. Pans: 0.00. Shipping: 0.00 Notes: Charge from STS irwicated Is ♦al an estimate. Actual coat may vary. HOWES Subtotal 0.00 0.00 Labor: 3650.00 Parts: 30.00 Shipping: $0.00 Item Subtotal: $650.00 AUTHORIZE O Yol O Ho Discrepancy & Corrective Action Contract Duncan /Wagon to comply with the fobowIng avionics inspections: -12 month 14 CFR 91.207.0 ELT internal visual Inspection and ops check. •12 month Avionics Inspection -24 month 14 CFR 91.4111413 Pilot-Static. Menotti and ATC Transponder checks. Item: 8 - Airworthy Airframe Their estimated charge is below. outside Repair: DUNCAN AVIATION. Labor: 3.000.80, Parts: 0.00. Shipping: 0.00 Notes: Charge from Duncan Aviation indicated is just an estimate. Actual cost may vary. Hours Subtotal 0.00 000 Aunat2E Dye' 0 He Discrepancy & Corrective Action Remove and replace al Tall Rotor control cab*. Item: 9 - Airworthy Airframe Notes: Cost of Tel Rotor cables Indicated is Just en estimate. Actual cost wit be added totome invoke. Qty Unit Part Number Description Unit Price Subtotal I EACH 7640043191.046 CABLE 406.64 406.84 1 EACH 78400-03191-050 CABLE 589.85 589.85 1 EACH 78400-03191-051 CABLE 344.11 344.11 I EACH 78400.03191-059 CABLE 355.90 355.90 Hours 16.00 Subtotal 2.240 00 Labor 32.240.00 Parts: 31.696.50 Shipping: $0.00 Item Subtotal: 53.936.60 CONFIDENTIAL ads printed by Ellis 3 (www.datccrnedie corn) Subject to Protective Order IATS - 000477 SDNY_GM_02774582 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261222 EFTA01339850

Associated Aircraft Gigue, Inc. - Phone: 645.4634500. Faa: 845463-5MR 3/2612019 7.58.03 AM WIG Quote: 0775-03.2019 32 Griffith Way, Hudson Valley Regional Almon, Wappingers Fat.. New York 12590 AUTIIORIZE v•• 0 mu Discrepancy & Corrective Action Remove line replace all TM Rotor Drives/ion bearing support assemblies Item: 10 Airworthy Airframe Notes: Cost of pans indicated is Just an estimate. ACSAII COSI win be adders to the iswOce. Qty Unit Part Number Description Unit Price Subtotal 3 EA 76361-04007-042 BEARING SUPPORT 0.00 0.00 12 EACH HAS464P4A5 BOLT 4.94 59.28 12 EACH SSM 11.085025NP WASHER 133.38 1,6430.58 12 EACH 885088-04 NUT 17.04 204.48 Hours Subtotal 20.00 2.800.00 Labor. $2.800.00 Parts: $1.804.32 Shipping: 50.00 Item Subtotal: $4.684.32 nulletire .. 0 SS Discrepancy & Corrective Action Bore scope No. and No. 2 Engines WPM Turborneca 2S1 MaiMonance Manual. Chapter 72. task 72-00-43.200-603-A01. Item: 11 Airworthy Airframe Holing Subtotal 4.00 580.00 Labor 5560.00 Parts: WOO Shipping: 50.00 Item Subtotal: 1580.03 4 of 5 Printed by ESis 3 (www.datoomedia.com) CONFIDENTIAL Subject to Protective Order IATS - 000478 SDNY_GM_0277455.3 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261223 EFTA01339851

Associated Aircraft Group. Inc. - Phone: 845-4134500. Fax: 845-443.4407 - 3126:2010 7:55:03 AM 32 Griffith Way. Hudson Valley Regional Airport. Wappingers Falls, New Tork 12590 WOO Oriole: 077543-2919 Additional Charges Pilot Services Tue Disposal EPA Charge Oil Analysis Stop Suppfies Fuel Misc. Subtotal 0.00 0.00 0.00 0.00 1.137.50 0.00 0.00 $1.437 50 it will take an estimated 935.00 hours to complete the necessary work. Important Information Total Labor. Total Parts: Total Shipping: Additional Charges: Tax: Total Estimate Before Deposit: Deposit: $84.250.00 $3,827 37 $0.00 $1,437.50 $000 $89,314.87 50 00 Total Estimate: $89,314.57 MISC. CHARGES NOTES: Estimated Anival Dato: Apt 121h. 2019 Eslimeled Stan Date. April 1501.2019 Estimated Working days: 33 Estimated Out Dale: May 29th. 2019 Please note: Down times are husl an estimate and are subject to change due to disaepancles found during Inspection arclior additions made by customer. Working days are defined as Monday wough Friday. unless otherwise <Mooned with MG. Weekends and Holidays are NOT defined as wonting days. All maintenance requests not originally quoted are not guaranteed to be performed during scheduled down limo due to (epee station CPR* and part bad times. All additional requests must be coordinated with MG pro' to arrival al our focally. Additional charges: Shop Hourly Labor Rate: 5140.00 (Straight time) Shop Houdy Labor Rate: $210.00 (Overtime) Labor rates are subject to change. Parts prices are subject to change based on annual price increases A 50% deposit is required upon acceptance or quote. A cost cd $2.50 per labor hour will be added to the invoice to cover cost of miscellaneous orsonatiles. All customer supplied pans will Incur a 2.5% mark-up for inspection and handling. Prior customer authorization Is required for any work performed on iwicatonal dscropandos related la the Wok Order. Hyperion Ak,LLC or Authorized Representative Dale sets Printed by Eats 3 (a.msalsicometha.com) CONFIDENTIAL Subject to Protective Order IATS - 000479 SDNY_G M_02774 584 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261224 EFTA01339852