X72;/019 Subject: Re: N722JE SN760750 From: "Larry Visoski" Sent 2/21/2019 5:31:31 PM To: "Matt Walter" >; CC: "R ne Lamle" icole Moghbel" 'Thomas M. Richardson" Matt, "Hyperion Air, LLC" will Be the purchasing entity Thx Larry Visoski Manager Hyperion Air, LLC 6100 Red hook quarters B3 St. Thomas USVI 00802 Sent from my iPhone On Feb 21, 2019, at 5:34 PM, Matt Walter wrote: Engine serial numbers: Engine 1 — 42285TEC Engine 2 — 42286TEC Larry - can you confirm which entity will be executing the Sales Agreement? Reason we ask is because the entity that signed the LOI is a slightly different entity from the entity that sent the deposit in. Thanks. Matt Walter, CPA Sales Director 1f2 CONFIDENTIAL Subject to Protective Order IATS - 000480 SDNY_GM_02774585 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261225 EFTA01339853

2/22)2019 On Feb 21, 2019, at 12:48 PM, Ryne Lamle Hi Matt, wrote: Please see the attached FAA/IR title searches for N722JE. When available, please provide the engine info and we'll run those searches as well. Thanks, Ryne Lamle rj Executive Assistant to Kirk Wofod-President Insured Aircraft Title Service 21 East Main Street, Suite 100 Oklahoma City, OK 73104 ATTENTION: WE HAVE MOVED; OUR NEW ADDRESS IS: 21 EAST MAIN STREET, SUITE 100, OKLAHOMA CITY, OKLAHOMA 73104. "Please note: Our banking relationships have changed. Please send all escrow funds to our Bank of America accounts. If you need our current wire transfer instructions or have any questions, please do not hesitate to contact us." <N7221E FAA TS001.pdf> <N722JE IR TS001.pdf> 2/2 CONFIDENTIAL Subject to Protective Order IATS - 000481 SDNY_GM_02774586 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261226 EFTA01339854

J.F.TTER OF INTRTsit February 18,2019 ASI Wings. ISO 151 Farmington Avenue. Hartford, CT 06156 Re: 2008 Keystone (Sibratty) S-76C Helicopter Serial No. 760750. U.S. Registration No.N722JE ladies andGentleMen: Plyperion.Air, LLC ("Purchaser") hereby expresses its intent to purchase from ASI Wings LLC ("Sella') that certain 2008 Keystone (Sikorsky) S-76C helicopter (sometimes referred to as a S- 76°I-9, bearing Manufacturer's Serial Nil 760750 and U.S. Registration No. N722.JE, with two (2) Turb0meca Artiel 282 engines, together with ell avionics, equipment (including loose .equipment in the Seller's possession), systems, furnishiegs.and accessories installed on, contained in, attachetto or associated with said helicopter and engines, and also .including all airframe, engine and accessory logbooks, flight and operation ruanuals,maintenance. and overhaul records, checklists, drawings, any issued.FAA Form 337'a, warranty, documents, entail other recordi and paperwork relating to the above-described helicopter and engines required by the MA. to be in Seller's possession, all as is to be more particularly desCribed in the definitive written Aircraft Purchase Agreement desetibedbelow (collectively, the."Aircraft"), subject to the followingtemrs and conditions: I. The total purthasepriee for theAircraft shall be the sum of Three Million United States Dollars ($3,000,000.00 USD) payable as follows: (i) Within two (2). business days after Seller's acceptance Of this Letter of Intent ("LOP), Purchaser shall wire transfer a .fully refundable Five Hundred Thousand U.S. Dollar ($500,000.00 USD) deposit (the "Deposit') to Mewed Aircraft Title Service, Inc., Oklahoma City, Oklahoma, Attu. Joan Roberta, Vice President (the "Escrow Agent"), in favor of Seller with specific reference. to the Aircraft, which Deposit shaft be held in escrow and disbursed in accordance with the units and conditions set forthin the definitive written Aircraft Purchase Agreement described below; and (b) The balance of the purchase price for the Aircraft. in the amount of Two Million Five. Hundred Thousand United States D0llatt ($2,500,000.00 USD) shall be paid at the closing provided for in the definitive Aircraft Purchase Agreement described below, saidpurchase price balance to be wire transient-clinic); to such *slag into a special escrow account of the Escrow Agent in favor of Seller with sped fie reference to. the Aircraft for its disbursement to the Seller at said closing upon the satisfaction of the conditions, and requirements to be set forth in the said Airctaft Purchase 2 CONFIDENTIAL Subject to Protective Order IATS - 000482 SDNY_GM_02774587 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00261227 EFTA01339855

Agreement. a The Deposit and this LOI shall be subject to the execution of definitive written Aircraft Purchase Agreement between Seller and Purchaser in form and silbstartee mutually satisfactory to the ptuties, providing for the sale and purchase of the Aircraft on terms consistent with this LOI, and such other terms and conditions as may bemutitally agreeable to the parties. Said definitive written Aircraft Purchase Agreement shall herein be referred to as the "Purchase Agreement". Seller and Purchaser' shall undertake to execute and deliver to each other the mutually acceptable Purchase Agreement within ten (10) business days after the acceptanceof this LOT by Seller as indicated by Seller's signature below. The purchase Agreement, the initial draft of which shall be generated by the Seller, shall supersede this LOT in its entirety, and, if there shouldbe any conflicts between the provisions of the Purchase Agreement and-this L0l, the provisions of the Purchziac Agreement shall control for all PinVoses• If the parties fail to enter into the purchase Agreement within such ten (10) business day period, then, unless the parties mutually agree in writing to extend the dale:for execution, the Escrow Agent shalk within one(1) business day after the expiration of such ten (10) biziness day period, return the Deposit to Purchaser, and neither Seller nor Purchaser shall have any ftuthei liability to the ethereally, 3: The Aircraft-shall be delivered with load and marketable tide and free and clear of all liens, claims, demands and encumbrances. 4. The Aircraft shan't delivered in an airworthy condition with a validstandard U.S..Certificate of Airworthiness and shall.comply in all respects with the "Delivery Condition" Id be defined and Specified in detail in the Purchase Agreement 5. A. pre-purchase inspection of the. Aircraft shallbe conducted at a mutually agmeable facility to bespecified in the Purchase Agreement, and thescopt of the pre-pUrchate inspection, including mechanical and records inspections, test flights and the like wilitlso be specified in the Purchase Agreement. Closing' n the purchase of the Aircraft Shall be subject to Purchaser's satisfaction, in Purchaser's sole discretion, with the results oldie pre-purchate inspection.of the Aircraft. Upon completion of the pre-pmuhaSt inspection Purchaser and.Seller will mutually agreeupona list of airworthiness discrepancies,such list shall be completed no later that:LOA (10) business days after the beginning. of the pre-purchase inspection, Purchaser will provide written aeteptante or rejection of the Aircraft Within two (2) bUsineSs days after receipt of the aforementioned list:of discrepancies. Purchaser's technical acceptanceof the Aircraft will be indicated via an. Aircraft Technical Acceptance Certificate which will be an exhibit of the Purchase Agreement. At the execution of the Aircraft TeChnical Acceptance Certificate, the deposit will become. non- refundable. Preipurehase inspection to begin within five (5) business' days after notification that the Aircraft is ready fot inspection drat the maintenance facility's first availableopening:thereafter. Closing and delivery to take place within two (2) business dayii following Solution of rho discrepancieslisted on the.Aircraft Technical Acceptance Certificate or such other date as the parties may agree to inwriting,.subject to conditions in this LOT being complied with. 3 CONFIDENTIAL Sub,ect to Protective Order IATS - 000483 SDNvGNi_02774588 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261228 EFTA01339856

6. Movement to and from the pre-purchase inspection facility, any visual inspection, delivery flight, or test flights will be paid for in advance directly to Seller at a rate equal to Eight Hundred Seventy Five United States Dollars ($875.00 USD) per flighthour. 7. Both Seller and Purchaser agree and acknowledge that this LOt constitutes a non-binding letter of intent and except for the provisions regarding the Deposit, which the parties agree create legal and binding obligations, does not and is not intended to create any legal obligation or enforceable right in any party. 8. This LOT will remain in effect until 5:00 p.m. EST on February 20, 2019, after which, if not accepted by Seller, it shall expire and have no further force or effect. This LOI may be accepted by Seller's returning by email a pdf of a copy hereof, signed by an authorized representative of Seller, to Larry Visoski, Manager, at Ivjet@,aol.com prior to thattime. HYPERIO LLC Febniely 19 2019 B Name: Larry isoski Title: Manager 4 CONFIDENTIAL Subject to Protective Order IATS - 000484 SDNY_GM_02774589 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261229 EFTA01339857

ACCEPTED: CVS PHARMACY, INC., On behalf of its wholly owned indirect subsidiary, ASI WINGS LLC By: Name:. -1414" 311 ( (irk Title: 5;W 64-6-0(h- j 0977 Date: February (9.2019 CONFIDENTIAL Subject to Protective Order IATS - 000485 SDNY_GM_02774590 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261230 EFTA01339858