Subject (Disarmed) RE: (Disarmed) Re: Escrow for N7221E From: 'Michael Kok)," Sent 11/4/2019 11:01:27 AM To: 'Kim Thompson' Attachments: N7221E Deposit.pdf, N7221E Deposit Assignment 11.4.19 JI-doc Thanks Kim, looks lige a 5100k Deposit was sent In already (see attached). Please review the attached assignment and if you have no comments, I will get executed and over to you for your file. mike. Eras: Kim Thompson Sent: Monday, November 4 2019 10:16AM To: Michael Kolich Subject: (De:awned' Re: Escrow for N722JE Mike, We will start a file for this aircraft. I have attached our bank wire transfer instructions. The FAA is closed on Thursday and Friday the week of Thanksgiving. I look forward to working with you on this transaction. Regards, Kim 'Fineness, Escrow Ape. and Animint to Joan E Robots • VP InsuredAMIN TAM Service. LLC. 21 Eat Main S iret, Suite I00,0ktalionta City, OK 73104 Moat. 405.681 4663/Fax: 40548/3007 itirOXJESKOMOStaKSAM Original Message From: 'Michael Koli To: "Kim Thompson Cc: loan Roberts Sent: 11/4/2019 10:09:49 AM Subject Escrow for N7221E Good Morning Kim, Can we open an escrow account for the attached AM. Also please: I. Execute the content and fill in escrow fees on page 14 2. Run FAA/IR searches 3. Send wire instructions Looking to close around the end of the month. Do you know what days Thanksgiving will affect the FAA and IATS yet? Thanks, Mike. CONFIDENTIAL Subject to Protective Order IATS - 000707 SDNY_GM_02774812 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261452 EFTA01340080

Mk heel 0. Keith. Attorney hiliThrfralflat has detected a possible fraud atte (talmino to be ltassittected a possible frastd attcmoustn "letlaw.com" clalmint to Jellaw. tie Comet Oti 21621 1Ailkind a.. Stravece.ILS 0011 WOMIX*00.CC I020 14Are St KW- SI, 700. VICWevalb \ DC X936 Jelonswers. Al, la, n 660,161 to 66 16 ny ,62,6 1.61.6. I IC om vxmlnlb... lea. at* Iwo-ma any Jan ceraioot "..,ottey elms nissun.r lent, Z LC 6, 64 efla tn.. re naner...l..ri If 10 viol.? lad vela ie roatithlinr. (SAD. prnettal nettom an, ...am enw-pon. non rart ;mita re etc,NiN cup, of es niatnner kn./ In tiu, u. CONFIDENTIAL Subject to Protective Order IATS - 000708 SDNY_GM_02774813 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261453 EFTA01340081

CONFIDENTIAL Contracts & Legal Subject to Protective Order IATS - 000709 SDNY_GM_02774814 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261454 EFTA01340082

1 A Insured Aircraft Title Service, LLC. P.O. Box 19527 • Oklahoma City, Oklahoma 73144 • (405) 681.6663 (800) 6544882 FAX #405-681-9299 TERMS AND CONDITIONS OF ESCROW SERVICES PROVIDED BY INSURED AIRCRAFT TITLE SERVICE, LLC ("IATS"1 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 a purchaser 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. Until IATS is provided with and acknowledges receipt of a fully executed purchase and sale agreement between a purchaser and seller governing any funds or documents that IATS is provided or written confirmation from the depositor of any funds that funds delivered to IATS have become non- refundable, IATS shall have the right to deliver any documents, moneys or instruments deposited or delivered to IATS to the respective parties depositing such documents, moneys or instruments and that redelivery of such documents, moneys or instruments shall relieve EATS from any further liability with reference thereto; this provision, however, may at any time be waived by IATS. 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 any aircraft which may be the subject of any agreement between a purchaser and seller. Notwithstanding anything to the contrary contained in any contract between any purchaser 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 same 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 being acquired may be being purchased from another seller, (2) the aircraft that is being sold by a seller 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 the 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 terms of the contract(s) involving the purchase(s) and sale(s) of the aircraft. Page 1 of 2 CONFIDENTIAL Subject to Protective Order IATS - 000710 SDNY_GM02774815 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261455 EFTA01340083

The transacting parties arc responsible for the negotiation and preparation of any contract(s) involving the purchase(s) and sale(s) of the aircraft involved in the transaction. 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, arid 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 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 IATS 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 5150.00), plus all incurred expenses, which may be retained from the funds held by IATS. 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. IATS 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 IATS. 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) Page 2 of 2 CONFIDENTIAL Subject to Protective Order IATS - 000711 SDNY_GM02774816 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O26I456 EFTA01340084

AIRCRAFT PURCHASE AGREEMENT THIS AIRCRAFT PURCHASE AGREEMENT (this "Agreement") dated as of November I, 2019, by and between HYPERION AIR, LLC, a U.S. Virgin Islands limited liability company, whose address is 6100 Red Hook Quarter, B3, St Thomas, U.S. Virgin Islands ("Seller"), and HELICOPTER 1029, LLC, a Delaware limited liability company, whose address is 767 Fifth Avenue, New York, New York 10153 ("Purchaser"). RECITATIONS: Subject to the terms and conditions set forth in this Agreement, Seller desires to sell, transfer, and deliver to Purchaser, and Purchaser desires to purchase from Seller, one used 2008 Keystone Helicopter (Sikorsky) model S-76C aircraft, bearing manufacturer's serial number 760750, and currently registered with the United States Federal Aviation Agency (the "FAA') as N722JE, together with said aircraft's two Thrbomeca S.A. Model Artie I 2S2 engines, bearing manufacturer's serial numbers 42285TEC and 422861EC, and with all avionics, equipment systems, furnishings and accessories installed on, contained in or attached to said aircraft and engines, and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, and all other records and paperwork relating to the above-described aircraft and engines that are (i) required for Part 91 operations, or (i) in Seller's possession or control (collectively, the "Aircraft"). NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and other good and valuable consideration, the parties hereto agree as follows: 1. Funds and Escrow. (a) Purchase Price: Payment. Seller agrees to sell, transfer and convey to Purchaser, and Purchaser agrees to purchase from Seller, the Aircraft for a total purchase price of Three Million Five Hundred Thousand U.S. Dollars (US $3,500,000.00) (the "Purchase Price"). Purchaser shall pay the Purchase Price to Seller in accordance with the following schedule: (b) Deposit. Purchaser has deposited the sum of One Hundred Thousand U.S. Dollars (US S100,000.00) (the "Deposit") with Insured Aircraft Title Service, LLC, 21 E. Main Street, Suite 100, Oklahoma City, OK 73104 Attn: Joan Roberts ("Escrow Aunt') as and for a deposit against the Purchase Price. The Deposit shall be held and disbursed subject to and in accordance with the terms and conditions of this Agreement Subject to Escrow Agent's policies and practices, Purchaser shall instruct Escrow Agent to maintain such Deposit in a segregated account designated for the transactions contemplated herein. (c) purchase Price Balance. Except as provided below, the balance of the Purchase Price in the amount of Three Million Four Hundred Thousand U.S. Dollars (US $3,400,000.00) (the "Fathic lime eBa g") shall be deposited with Escrow Agent on or before the Closing Date (as such term is hereinafter defined in Section 5(a)) with written instructions to Escrow Agent to disburse the Purchase Price to Seller, upon satisfaction by Seller or waiver by Purchaser, of each of the conditions, covenants and agreements to be performed by Seller herein. CONFIDENTIAL Subject to Protective Order IATS - 000712 SDNY_GM_02774817 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261457 EFTA01340085

(d) Source of Funds. Purchaser confirms that the Deposit has been deposited with Escrow Agent exclusively with respect to the sale of the Aircraft by Seller to Purchaser 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 Purchaser to an unaffiliated third party. Purchaser further confirms as a condition precedent to Seller's obligations hereunder that the funds constituting the Deposit and the Purchase Price Balance have been or will be deposited with Escrow Agent from Purchaser's account or, if such funds originated from an account other than in the name of Purchaser, such funds have been or will be unconditionally and irrevocably assigned by the depositor for use as the Deposit or the Purchase Price Balance, as applicable solely in connection with this Agreement. (e) Establishment of Special Escrow Account. Subject to Escrow Agent's policies and practices, as soon as is practical following the wire transfer of the Deposit and the Purchase Price Balance to the general escrow account of Escrow Agent maintained at Bank of America, with an address at 211 N. Robinson Avenue, Oklahoma City, Oklahoma 73102, the Escrow Agent shall cause the Deposit and the Purchase Price Balance to be transferred to, and maintained in, a special escrow account at said Bank created and maintE exclusively for the purpose of this transaction (the "SoeciaLEscrow Accour Agent shall thereupon provide Seller and Purchaser with the number of the Account and any other information pertinent thereto. The Deposit and Purcha shall be held in escrow by Escrow Agent in the Special Escrow Accow refundable to Purchaser or payable to the Seller in accordance with the expre this Agreement. Escrow Agent shall not place or hold any funds in the Special except for the funds received in connection with the transactions conta Agreement. 2. Condition of the Aircraft. (a) At the time of Seller's delivery to Purchaser of the Aircraft at the Closing (as such term is defined in Scction 5(a) hereof), the Aircraft will be delivered to Purchaser: (i) with good and marketable title, free and clear of all liens, title defects, lease, claims or rights of third parties, and encumbrances of any kind ("Liens"), (i) with complete, accurate, and continuous log books and maintenance records, all in the English language, (iii) in an airworthy condition with a valid FAA standard airworthiness certificate with no exceptions or limitations, (iv) with all components and systems in Normal Working Order (as hereinafter defined), (v) with no history of Material Damage or Material Corrosion (as such terms are hereinafter defined), (vi) in compliance with FAA airworthiness directive 2019-19-12 and all other FAA airworthiness directives and mandatory service bulletins that have been issued with respect to the Aircraft with due dates on or prior to Closing, (vii) current, as of Closing on the manufacturer's recommended inspection and maintenance programs with all hourly, cycle and calendar inspections required under such program complied with without deferral or extensions, (viii) with no outstanding engineering dispositions or non-standard inspection intervals, (ix) with no parts or components on lease or temporarily installed, (x) with four (4) overhauled float bottles, a collective transducer (installed) as included in the service bulletin kit previously obtained from Sikorsky Helicopters and currently in Seller's possession, and overhaul of both fuel selector valves, (xi) current on the Sikorsky "Power Assurance Program" with respect to the three gear boxes on the Aircraft (the "Program"), paid through the Closing Date, fully transferable to Purchaser (including positive balances), at Purchaser's expense for transfer costs, (xii) equipped in accordance with the Aircraft Specification, attached hereto as Exhibit A, and (xi i i) in the same condition as at the end of the Pre-Purchase Inspection (defined 2 CONFIDENTIAL Subject to Protective Order IATS - 000713 SDNY_GM_02774818 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261458 EFTA01340086

(d) Source of Funds. Purchaser confirms that the Deposit has been deposited with Escrow Agent exclusively with respect to the sate of the Aircraft by Seller to Purchaser 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 Purchaser to an unaffiliated third party. Purchaser further confirms as a condition precedent to Seller's obligations hereunder that the funds constituting the Deposit and the Purchase Price Balance have been or will be deposited with Escrow Agent from Purchaser's account or, if such funds originated from an account other than in the name of Purchaser, such funds have been or will be unconditionally and irrevocably assigned by the depositor for use as the Deposit or the Purchase Price Balance, as applicable solely in connection with this Agreement. (e) establishment of Special Escrow Account. Subject to Escrow Agent's policies and practices, as soon as is practical following the wire transfer of the Deposit and the Purchase Price Balance to the general escrow account of Escrow Agent maintained at Bank of America, with an address at 211 N. Robinson Avenue, Oklahoma City, Oklahoma 73102, the Escrow Agent shall cause the Deposit and the Purchase Price Balance to be transferred to, and maintained in, a special escrow account at said Bank created and maintained solely and exclusively for the purpose of this transaction (the "Special Escrow Account"); and Escrow Agent shall thereupon provide Seller and Purchaser with the number of the Special Escrow Account and any other information pertinent thereto. The Deposit and Purchase Price Balance shall be held in escrow by Escrow Agent in the Special Escrow Account, and shall be refundable to Purchaser or payable to the Seller in accordance with the express provisions of this Agreement. Escrow Agent shall not place or hold any funds in the Special Escrow Account except for the funds received in connection with the transactions contemplated by this Agreement. 2. Condition of the Aircraft. (a) At the time of Seller's delivery to Purchaser of the Aircraft at the Closing (as such term is defined in Section 5(a) hereof), the Aircraft will be delivered to Purchaser: (i) with good and marketable title, free and clear of all liens, title defects, lease, claims or rights of third parties, and encumbrances of any kind ("Liens"), (ii) with complete, accurate, and continuous log books and maintenance records, all in the English language, (iii) in an airworthy condition with a valid FAA standard airworthiness certificate with no exceptions or limitations, (iv) with all components and systems in Normal Working Order (as hereinafter defined), (v) with no history of Material Damage or Material Corrosion (as such terms are hereinafter defined), (vi) in compliance with FAA airworthiness directive 2019-19-12 and all other FAA airworthiness directives and mandatory service bulletins that have been issued with respect to the Aircraft with due dates on or prior to Closing, (vii) current, as of Closing on the manufacturer's recommended inspection and maintenance programs with all hourly, cycle and calendar inspections required under such program complied with without deferral or extensions, (viii) with no outstanding engineering dispositions or non-standard inspection intervals, (ix) with no parts or components on lease or temporarily installed, (x) with four (4) overhauled float bottles, a collective transducer (installed) as included in the service bulletin kit previously obtained from Sikorsky Helicopters and currently in Seller's possession, and overhaul of both fuel selector valves, (xi) current on the Sikorsky "Power Assurance Program" with respect to the three gear boxes on the Aircraft (the "Program'), paid through the Closing Date, fully transferable to Purchaser (including positive balances), at Purchaser's expense for transfer costs, (xii) equipped in accordance with the Aircraft Specification, attached hereto as Exhibit A, and (xi ii) in the same condition as at the end of the Pre-Purchase Inspection (defined 2 CONFIDENTIAL Subject to Protective Order IATS - 000714 SDNY_GM_02774819 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026I459 EFTA01340087

below), except for the correction of Discrepancies (defined below) and normal wear and tear (which includes agreed upon increase in airframe hours) . The condition of the Aircraft described in this Section 2(a) is hereinafter collectively referred to as the "I/divert Condition". (b) For purposes hereof: "Normal Working Order" shall mean a condition which (i) is consistent with the specifications, limitations and requirements of the maintenance and/or operations manual applicable to the unit, (ii) is good, but not necessarily perfect, it being understood and agreed that normal wear and tear, including any blemishes in the cosmetic appearance of the interior, which does not materially impair performance of the unit shall be acceptable, and (iii) does not require a modification to the normal life limitation, overhaul or inspection interval of the unit. "►Material Damage" means any damage or repair of damage other than as disclosed by Seller in the Aircraft's Specifications on Exhibit A hereto (i) the repair of which resulted in or would require the issuance of an FAA Fonn 337 if completed by a repair station other than the manufacturer (whether or not an FAA Form 337 has actually been issued); (ii) that requires or results or resulted in any deviation from the original approved manufacturer's aircraft build specification or standard production configuration; (iii) the repair of which constituted or would constitute a "major repair as such term is defined in 14 CFR Part 43, Appendix A; or (iv) a lightning strike. "Material Corrosion" means any corrosion that (i) 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; (ii) is materially dissimilar when compared to the same type of aircraft of similar age and total time since new; or (iii) exceeds manufacturer's published tolerances for corrosion to a significant degree. 3. Pre-Purchase Inspection. (a) Purchaser, at Purchaser's expense, has performed a pre-purchase inspection of the Aircraft (the "Pre-Purchase Inspection") at the facility of Hawthorne Aviation located at Islip MacArthur Airport in Ronkonkoma, New York (the "inspection Facility"). (b) Purchaser technically accepts the Aircraft conditioned on correction by Seller at Seller's cost and expense of (i) the conditions set forth on Exhibit B, attached hereto, and (ii) any condition of which Purchaser gives Seller written notice prior to Closing that does not allow the Aircraft to be in the Delivery Condition regardless of the time or place of discovery (collectively, the "Discrepancies"). Purchaser shall be under no obligation to close on the purchase and sale of the Aircraft pursuant to this Agreement unless all such identified Discrepancies have been corrected, the Aircraft is in the Delivery Condition at Closing, and all closing conditions set forth in Section 5 of this Agreement have been satisfied or waived. (c) Upon correction of all Discrepancies, Purchaser shall be entitled, at Seller's cost, to conduct a flight test of not more than one (I) hour in duration to be flown under Seller's operational control and insurance by Seller's pilots with up to two (2) representatives of the Purchaser accompanying the flight (the "Flight Test"). All procedures to be adopted 3 CONFIDENTIAL Subject to Protective Order IATS - 000715 SDNY_GM_02774820 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261460 EFTA01340088

during such Flight Test shall be as requested by Purchaser and agreed to by Seller prior to the commencement of such Flight Test or, if arising out of a condition or circumstance occurring during said Flight Test, as may be requested by Purchaser and agreed to by Seller during said Flight Test, subject, however, at all times to the discretion of the pilot who shall have absolute operational discretion and control over the Aircraft. Seller will be responsible for correction of any Discrepancies identified during the Flight Test up to Fifty Thousand U.S. Dollars (US 550,000.00) (the "Discrepancy Limit"). If the Discrepancy Limit is exceeded, Purchaser shall have no obligation to close and may terminate this Agreement and neither party shall have any further liability to the other. Seller's correction of such identified Discrepancies above the Discrepancy Limit is a condition to Purchaser's obligation to close, but Seller is not affirmatively obligated to correct any such identified Discrepancies above the Discrepancy Limit. 4. International Registry. Prior to the Closing, Seller and Purchaser each, at its own expense, shall have obtained approval on the International Registry at lutos://www.intemationalrceistrv.aero to be a Transacting User Entity and such approvals shall be a condition precedent to the Closing. Prior to the Closing, Seller and Purchaser shall each designate Escrow Agent as Seller's and Purchaser's Professional User Entity for purposes of requesting and providing consent to the registration of a searchable Contract of Sale (Bill of Sale) evidencing the transfer of title to the Aircraft from Seller to Purchaser. 5. Closing and Delivery. (a) The closing of the purchase and sale contemplated by this Agreement (the "CbEg") and the delivery of the Aircraft to Purchaser shall take place at the Inspection Facility, or at such other place as the parties may subsequently agree upon in writing (the "closing Place"), following the later of (i) correction of all Discrepancies, if any, or (ii) November 29, 2019 (or the next day thereafter that the FAA Registry is open and accepting registration and title documents), unless the parties hereto mutually agree in writing on a later closing date (the "Closing Date"). Seller and Purchaser hereby acknowledge that the passing of title, possession and delivery of the Aircraft shall take place within the state in which the Closing Place is located. (b) Prior to the Closing, the following deliveries shall be made to the Escrow Agent by the responsible party indicated: (i) On or prior to the Closing Date, Seller shall deliver the following to Escrow Agent or Purchaser, as applicable: (A) A Warranty Bill of Sale in the form attached hereto as Exhibit C transferring title to the Aircraft to Purchaser duly executed by an authorized representative of Seller, with his or her title shown, but undated (the "Warranty Bill of Sale"); (B) An FAA Bill of Sale for the Aircraft duly executed by an an authorized representative of Seller, with his or her title shown, but undated (the "FAA Bill of Sale"); and 4 CONFIDENTIAL Subject to Protective Order IATS - 000716 SDNYGN1_02775821 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261461 EFTA01340089

(C) Reasonable evidence that all amounts owed to the Inspection Facility and for the Program have been paid. (ii) On or prior to the Closing Date, Purchaser shall deliver or cause to be delivered to Escrow Agent the following: (A) The Purchase Price Balance, which Purchase Price Balance shall be wire transferred into the Special Escrow Account of Escrow Agent in accordance with wire transfer instructions to be provided to Purchaser by Escrow Agent prior to the Closing Date; and (B) An Application for Aircraft Registration (AC Form 8050-1) covering the airframe of the Aircraft duly executed by an authorized representative of Purchaser, with his or her title shown, but undated (the "Application for Registration"). (iii) In addition to the documents described above, Seller and/or Purchaser may deliver or cause to be delivered to Escrow Agent such other documents and with such instructions as may be subsequently agreed upon in writing by the parties hereto and Escrow Agent. The documents described in subparagraphs (i), (ii) and (iii) of this Section 5(b) are hereinafter referred to collectively as the "Escrow Documents". (c) Prior to the Closing Date, each of Seller, Purchaser, and Escrow Agent shall notify each of the others in writing (either by correspondence or e-mail) of the name or names and telephone number of each representative of the respective parties which is to participate in the conference call to be conducted in connection with the Closing (hereinafter the "Closing Conference Call"). The Closing Conference Call shall be originated by Purchaser on the Closing Date at on or about 10:00 a.m., U.S. Central Daylight Time, so as to complete the Closing, including the filing of the Escrow Documents with the FAA Registry in Oklahoma City, Oklahoma, prior to the closing of that office on the Closing Date. (d) At the Closing, and after the representatives of each of Seller, Purchaser and Escrow Agent have each announced their attendance on the Closing Conference Call, provided that all of the requirements of Sections 5(b), (c) and (d) have been complied with, then the following shall occur: (i) If(A) the records of the FAA then reflect that Seller is the record owner of the Aircraft and that said Aircraft is free and clear of all recorded Liens, (B) the records of the International Registry do not reflect the registration of any such Liens against the Aircraft, and there are no registrations on the International Registry reflecting ownership of the Aircraft or any part thereof in the name of any third party, and (C) Escrow Agent has not otherwise received notice of any other Lien asserted by any third party with respect to the Aircraft, then Escrow Agent shall so advise the participants on the Closing Conference Call and then, but only then, Escrow Agent shall immediately wire the MI Purchase Price to Seller in accordance with wire transfer instructions which shall be provided to Escrow Agent by Seller prior to the Closing Date. As promptly as possible, Escrow Agent shall obtain and provide the participants 5 CONFIDENTIAL Subject to Protective Order IATS - 000717 SDNY_GM_02774822 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261462 EFTA01340090

with the Federal Reference Number for said wire and, immediately thereafter, Escrow Agent shall file the Warranty Bill of Sale and any other nreaccary Escrow Documents with the FAA Registry for recordation and, upon doing so, shall then notify each of the participants on the Closing Conference Call of the time of ft ling o f each such Escrow Document. Escrow Agent shall also email to Purchaser a pdf of the signed and dated Warranty Bill of Sale and the signed and dated FAA Bill of Sale. Immediately following the above, the following shall occur at the Closing Place: (Y) Seller's representative shall deliver possession of the Aircraft to Purchaser; and (Z) Purchaser and Seller shall complete, execute and deliver to the other and Escrow Agent a Delivery Receipt in the form attached hereto as Exhibit D. (ii) Immediately following the above, Escrow Agent, as the Professional User Entity for each of Seller and Purchaser, shall electronically initiate and consent to the registrations with the International Registry of the interests created by the Warranty Bill of Sale (the same being referred to as a contract of sale for purposes of the International Registry) with respect to the Aircraft. (e) Following completion of the Closing as prescribed above, Escrow Agent shall mail the hard copy original of the Warranty Bill of Sale to Purchaser at an address specified by Purchaser. (0 If all of the conditions and requirements specified in this Section 5 are not satisfied on or before November 29, 2019 (or the next day thereafter that the FAA Registry is open and accepting registration and title documents), or such later date as Seller and Purchaser may agree upon in writing and provide to Escrow Agent, then Escrow Agent shall do the following: (i) The Escrow Documents delivered to Escrow Agent by Seller shall be returned by Escrow Agent to Seller, and the Escrow Documents delivered to Escrow Agent by Purchaser shall be returned to Purchaser; (ii) If earlier received by Escrow Agent, the Purchase Price Balance shall be returned to Purchaser, or in accordance with Purchaser's instructions to Escrow Agent; and (iii) Escrow Agent shall retain the Deposit until Seller and Purchaser furnish Escrow Agent with a written agreement which gives Escrow Agent instructions for payment of said funds or, if Escrow Agent is not furnished with such a written agreement, Escrow Agent shall retain the Deposit until Escrow Agent is ordered to pay said funds in accordance with the final order of a court of competent jurisdiction. (g) Notwithstanding any provision in this Section 5 or Agreement, Seller and Purchaser will modify the foregoing Closing procedures to accommodate reasonable 6 CONFIDENTIAL Subject to Protective Order IATS - 000718 SDNY_GM_02774823 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261463 EFTA01340091

requests made by either Parties' lenders or lienholders. Once the Closing begins, the process and authorizations are irrevocable and neither Party has any right to delay or cancel the Closing. All actions taken during the Closing will be deemed to have occurred simultaneously. 6. fee of Escrow Assent. The fee of Escrow Agent (which fee also includes any out•of-pocket expenses incurred by Escrow Agent) for performing its duties specified herein shall be paid by each of Purchaser and Seller in equal portions. Their respective portions of said fee shall be paid by them to Escrow Agent as and when required by Escrow Agent. In addition to its duties specified above, the duties of Escrow Agent shall also include (a) delivering a written preliminary title and lien report with respect to the Aircraft, end also a written post•closing title and lien report with respect to the same to each of Purchaser and Seller, and (b) as Seller's and Purchaser's Professional User Entity, making registrations with the International Registry of the Warranty Bill of Sale (Contract of Sale) with respect to the transfer of title to the Aircraft from Seller to Purchaser, and obtaining and providing Seller and Purchaser with post-closing Priority Search Certificates issued by the International Registry with respect to the Aircraft. 7. Taxes. (a) Seller shall be responsible for and shall pay, or reimburse Purchaser for, any and all excise, gross receipts, use, personal property, or similar taxes, assessments or duties, including interest or penalties imposed thereon, and any costs incurred in defense of the nonpayment thereof, including reasonable attorney's fees and expenses, arising out of, or incurred in connection with the use, ownership, possession, maintenance or operation of the Aircraft prior to the Closing including, without limitation, any income, capital gains or other similar taxes based on the income of Seller or personal property or other similar taxes assessed or based upon Seller's ownership or use of the Aircraft. (b) Purchaser shall be responsible for and shall pay, or reimburse Seller for, any and all sales, excise, gross receipts, use, personal property, transfer or similar taxes, assessments or duties including interest or penalties imposed thereon and any costs incurred in defense of the nonpayment thereof, including reasonable attorney's fees and expenses, arising out of, or incurred in connection with, the sale and delivery of the Aircraft to Purchaser or the usc, ownership, possession, maintenance or operation of the Aircraft after the Closing, but specifically excluding any income, capital gains or other similar taxes based on the income of Seller or personal property or other similar taxes assessed or based upon Seller's ownership or use of the Aircraft prior to the Closing. (c) The provisions of this Section 7 shall survive Closing. 8. Seller's Representations and Warranties. Seller represents and warrants as of the date hereof and as of the Closing: (a) Ownership and Title. Seller is and will be, the owner of the Aircraft free and clear of any Liens of any kind or nature, except for Liens, if any, that shall be removed at Closing and that Seller shall convey good and marketable title to the Aircraft to Purchaser at Closing free and clear of all Liens and Seller will warrant and defend such title forever, at the sole expense of Seller, against all claims and demands whatsoever. (b) Authority. The execution and delivery by Seller of this Agreement and 7 CONFIDENTIAL Subject to Protective Order IATS - 000719 SDNY_GM_02774824 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261464 EFTA01340092

the other documents required hereby have been duly authorized by all necessary action on the pan 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. (c) 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 Purchaser. Seller hereby agrees that it shall be responsible for and pay the fees and expenses of any broker or dealer engaged by Seller in connection with the sale of the Aircraft. (d) Cease Aircraft Operations. Seller will not allow operation of the Aircraft other than as (i) contemplated under this Agreement, (ii) mutually agreed upon by Purchaser and Seller, or (iii) necessary to preserve the value of the Aircraft. (e) Service Contracts. Warranties. and Subscriptions. Seller shall cooperate with Purchaser to cause to be transferred and assigned to Purchaser any of its rights, but not obligations, with respect to any repair or maintenance agreements, maintenance or pans warranties, service programs, and subscriptions relating to the Aircraft (the "Service Contracts") that arc in effect as of the date of this Agreement and transfermble or assignable. 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. Purchaser shall be responsible for and shall pay any fees associated with the transfer or assignment of such Service Contracts. 9. Purchaser's Representations and Warranties. Purchaser represents and warrants as of the date hereof and as of the Closing: (a) Authority. The execution and delivery by Purchaser of this Agreement and the other documents required hereby have been duly authorized by all necessary action on the part of Purchaser. Purchaser 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 perfonn its obligations hereunder. (b) Commissions. Neither Purchaser 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. Purchaser agrees that it shall be responsible for and pay the fees and expenses of any broker or dealer engaged by Purchaser in connection with the acquisition of the Aircraft 10. LIMITATION OF WARRANTIES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN SECTION 8 HEREOF, ELSEWHERE IN THIS AGREEMENT OR IN THE WARRANTY BILL OF SALE (THE "EXPRESS CONTRACT WARRANTIES.), THE AIRCRAFT AND EACH PART THEREOF IS BEING SOLD TO PURCHASER HEREUNDER IN ITS "AS IS, WHERE IS" CONDITION AND "WITH ALL FAULTS" EFFECTIVE AT THE CLOSING. 8 CONFIDENTIAL Subject to Protective Order IATS - 000720 SDNY_GM_02774825 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261465 EFTA01340093

EXCEPT FOR THE EXPRESS CONTRACT WARRANTIES, NEITHER SELLER NOR ITS AGENTS, REPRESENTATIVES OR EMPLOYEES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WHATSOEVER TO PURCHASER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES, THERE IS (I) NO WARRANTY BY SELLER, ITS AGENT'S, REPRESENTATIVES OR EMPLOYEES AS TO THE AIRWORTHINESS OR PHYSICAL CONDITION OF THE AIRCRAFT, (II) NO IMPLIED WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE AIRCRAFT, (III) NO IMPLIED WARRANTY BY BELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, AND (IV) NO WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES AGAINST PATENT INFRINGEMENT OR THE LIKE. IN NO EVENT SHALL EITHER PARTY HERETO BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND. II. Termination of Agreement. (a) Termination by Mutual Agreement. This Agreement may be terminated by mutual written agreement of Purchaser 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 Purchaser to the Escrow Agent in accordance with the mutually agreed instructions from Seller and Purchaser, Escrow Agent shall return to the original transmitting party any Escrow Documents theretofore delivered to Escrow Agent by such original transmitting party, and thereafter neither party hereto shall have any further rights against or obligations to the other. (b) Termination by Purchaser. Provided that Purchaser is not then in default of any material provision of this Agreement, Purchaser shall have the right to terminate this Agreement prior to Closing if Seller breaches or fails to perform any of its material duties, obligations or liabilities set forth herein, provided, however that prior to any such termination, Purchaser shall provide Seller and Escrow Agent with written notice of Purchaser'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 Purchaser's written request, release the Deposit and any other amounts paid by Purchaser to Escrow Agent to Purchaser. Escrow Agent shall return to Purchaser the Application for Registration and any other Escrow Documents which Purchaser previously transmitted to Escrow Agent in connection with this Agreement In addition and subject to Sections 11(d) and (e) hereof, Purchaser 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, costs and expenses incurred in connection with the Pre-Purchase Inspection and costs and expenses of Escrow Agent, and the recovery of such amounts shall constitute Purchaser's sole and exclusive legal remedies in connection with any such termination, and Purchaser waives any other remedies that may be available to it at law or in equity in connection therewith. (c) Termination by Seller. Provided that Seller is not then in default of any material provision of this Agreement, Seller shall have the right to terminate this Agreement 9 CONFIDENTIAL Subject to Protective Order IATS - 000721 SDNY_GN1_02 774 826 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261466 EFTA01340094

prior to Closing if Purchaser breaches or fails to perform any of its material duties, obligations or liabilities set forth herein, provided, however that prior to any such termination, Seller shall provide Purchaser and Escrow Agent with written notice of Seller's intent to terminate and Purchaser 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 11(c) is a reasonable estimate of the damages that would be incurred by Seller in the event Purchaser defaults on Purchaser's obligations under this Agreement. (d) Force Majeure. The term "Force Maieure" 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 Escrow Agent. In such event, 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 to Purchaser. Thereafter, except for the provisions of this Agreement that arc 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 (I/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. (e) Consequential Damages. Notwithstanding anything to the contrary set forth herein with respect to any breach of obligation, duty or liability, neither Seller nor Purchaser 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. 12. Assignment and Delegation (a) Assignment. This Agreement shall inure to the benefit of and be binding upon, each of the parties hereto and, except as expressly set forth in this Section 12, 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, Purchaser shall have the right to assign its rights hereunder and/or to cause Seller to transfer title to any entity owned by Harry Macklowc, to any immediate family member of Harry Macklowe or to any trust for the benefit of Harry Macklowe or any immediate family member of Harry Macklowe; provided that in connection with any such assignment or title transfer (i) Purchaser shall remain primarily obligated to fully I0 CONFIDENTIAL Subject to Protective Order IATS - 000722 SDNY_GM_02774827 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261467 EFTA01340095

perform its duties and obligations hereunder (including, without limitation, the payment of the Purchase Price) as if it were taking title in its own name, (ii) 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, (iii) Purchaser will be responsible for all costs and expenses incurred in connection with such assignment of the right to receive title and (iv) any such assignment shall be pursuant to an assignment and assumption agreement reasonably acceptable to Seller. Upon consummation of any 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. (b) 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 Purchaser permitted pursuant to Section 12(a). (c) Other Assignments Void. Except as otherwise provided in this Section 12, 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. (d) Successors. The sale, merger or other consolidation of Seller or Purchaser shall be deemed to be an assignment and shall be subject to the provisions of this Section 12 as if such sale, merger or other consolidation were a direct assignment of this Agreement. In the event of any such sale, merger or consolidation that effects a deemed assignment which is permitted under the provisions of this Section 12, the surviving or successor entity shall assume any and all liabilities and obligations of its predecessor, including, without limitation those which survive the Closing. The obligations and duties set forth in this Section 12 survive the Closing and are enforceable against any successor or survivor. 13. Performance and Risk of Loss. (a) In the event that the Aircraft is destroyed or damaged prior to the Closing Date, this Agreement may be terminated in its entirety by either party without liability to the other party. (b) Exclusive care, custody and control of the Aircraft and all risks of loss, damage or destruction to the Aircraft and any other property sold hereunder from any cause whatsoever, including but without limiting the generality of the foregoing, risks of damage to or loss or destruction of the Aircraft and liability to third parties for property damages, personal injury or death, shall remain with Seller until, and shall pass to and be assumed by Purchaser upon, the filing of the FAA Bill of Sale with the FAA and delivery of the Aircraft to Purchaser in accordance with the provisions of this Agreement. Upon delivery of the Aircraft in accordance with the provisions of this Agreement, Purchaser shall assume and, effective as of the completion of the Closing, hereby assumes, all responsibility in connection with the Aircraft and all risks incident to ownership, maintenance, repair, use and modification thereof. 14. Other Matters. (a) Each party hereto agrees to execute and deliver such additional documents and take such further actions as may be reasonably requested by the other party hereto to fully effectuate and carry out the purposes of this Agreement. CONFIDENTIAL Subject to Protective Order IATS - 000723 SDNYGM_02774828 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261468 EFTA01340096

(b) Except as expressly provided herein, the provisions of this Agreement which by their terms are to be performed and observed after the Closing shall survive the Closing. (c) This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements, arrangements and understandings relating to the subject matter hereof. No representation, promise, inducement or statement of intention has been made by either party which is not embodied in this Agreement, and neither party shall be bound by, or be liable for, any alleged representation, promise, inducement, or statement of intention not embodied herein. (d) This Agreement may be executed in one or more counterparts, and all such counterparts shall constitute one and the same instrument. (e) No modification or amendment of this Agreement shall be binding unless it is in writing and signed by each of the parties hereto. (f) All notices required or permitted hereunder shall be in writing and, except as may otherwise be provided herein, shall be deemed to be given when delivered personally, or within three (3) business days after mailing, if mailed by registered or certified mail, return receipt requested, postage prepaid, or on the date of transmission, if sent by facsimile or e-mail (and written confirmation of transmission is provided), addressed to the other party for whom it is intended at the address facsimile number or email address set forth below, or to such other address as may hereafter be designated in writing by either party hereto to the other party hereto: If to Seller: HYPERION AIR, LLC do Darren K. Indyke 5300 West Atlantic Avenue, Suite 602 Delray Reath Florida 33484 Fax: Eznai If to Purchaser: HELICOPTER 1029, LLC Attention: General Counsel 767 Fifth Avenue New York. Ncw York 10153 Fax: Emai (g) Any signatures on this Agreement may be transmitted via facsimile or e-mail (in pdf format), which signatures shall be deemed originals for all purposes if transmitted in accordance with Section 14(f) above. 12 CONFIDENTIAL Subject to Protective Order 1ATS - 000724 SDNY_GM_02774829 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261469 EFTA01340097

(h) Neither any failure nor any delay on the part of either party hereto in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial waiver or exercise of any right hereunder preclude any other future single or partial waiver or exercise of any right hereunder. No waiver hereof shall be effective unless it is writing signed by the party hereto to be charged with the same and then it shall only be effective as to the specific matter and in the specific instance stated in such writing. (i) The descriptive headings of the several sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. 0) This Agreement shall be construed and enforced in accordance with the laws of the State of New York, excluding its conflicts of laws rules, and, to the extent applicable, the laws of the United States of America. (k) If any clause, provision or section of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable for any reason whatsoever, such invalidity or unenforceability shall not in itself affect the remaining clauses, provisions and sections hereof; so long as the rights or obligations of the parties hereto shall not be materially and adversely affected thereby. (I) All payments provided for in this Agreement are to be made in United States Dollars. (m) In connection with any litigation arising out of this Agreement, the prevailing party in such litigation shall be entitled to recover all reasonable costs incurred therein from the other party, including, without limitation, reasonable attorney's fees. (Signature Blocks Appear on Following Pages) 13 CONFIDENTIAL Subject to Protective Order IATS - 000725 SDNY_GM_02774830 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 1470 EFTA01340098

IN WITNESS WHEREOF, the parties to this Aircraft Purchase Agreement have caused it to be executed by their duly authorized representatives as of the date first written above. 56LLER: PURCHASER: HYPERION AIR, LLC HELICOPTER 1029, LLC Name: Darren K. Indyke Title: Authorized Representative CONSENT AND JOINDER: By: Name: Harry Macklowe Title: Member The undersigned. Insured Aircraft 'fide Service, LLC. rite "'rsv Baran 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 amgcable to Escrow Agent in exchange kir an escrow fee of U.S. Dollars (US Ao •44. Escrow Agent ronfinns that the Deposit is being held and at all times shall continue to be held in escrow exclusively with respect to the sale of the Aircraft by Seller to Purchaser as contemplated by this Agreement and for no other transaction, person. entity, or purpose, including, without limitation. any planned or subsequent sale of the Aircraft by Purchaser. Escrow Agent further confirms that any funds constituting the Deposit or the Purchase Price have been or will be deposited with Escrow Agent front Purchaser's account or. if such funds originate from an account other than in the name of Purchaser, such funds have been or will be unconditional!) 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 14(j) this Agreement or any provision contained in any other agreement between Purchaser and Seller, the competent courts of the State of Oklahoma or the United States District Court for the Western District of Oklahoma shall have exclusive jurisdiction to hear all disputes against Escrow Agent and OD other courts shall have any jurisdiction whatsoever in respect of such disputes against Escrow Agent. Should a dispute arise between Purchaser and Seller relating any funds or other items which arc in the possession of Escrow Agent. Escrow Agent shall be eolithsd 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 14(j) to the extent that any dispute is between only Purchaser and Seller and dots not invoke Escrow Agent In any manner. Escrow Agent: (Signed subject to attach 5 Terms and Conditions.) Insur I Title Service, By: Na title: 14 CONFIDENTIAL Subject to Protective Order lATS - 000726 SDNY_GM_02774831 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261471 EFTA01340099

IN WITNESS WHEREOF, the parties to this Aircraft Purchase Agreement have caused it to be executed by their duly authorized representatives as of the date first written above. SELLER: HYPERION AIR, LLC By: Name: Darren K. Indyke Title: Authorized Representative CONSENT AND JOINDER: PURCHASER: HELL 1029, LLC Nam Title: Mbetlowe Member 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 V.S. Dollars (US s Escrow Agent confirms that the Deposit is being held and at all times shall continue to be held in escrow exclusively with respect to the sale of the Aircraft by Seller to Purchaser as contemplated by this Agreement and for no other transaction, person, entity, or purpose, including, without limitation, any planned or subsequent sale of the Aircraft by Purchaser. Escrow Agent further confirms that any funds constituting the Deposit or the Purchase Price have been or will be deposited with Escrow Agent from Purchaser's account or, if such funds originate from an account other than in the name of Purchaser, such funds have been or will be unconditionally and irrevocably assigned by the depositor for use as the Deposit or the Purchase Price, as applicable, solely in connection with this Agreement. Escrow Agent's agreement to serve as the "Escrow Agent" is conditioned on the following limitation. Notwithstanding the provisions contained in Section 14(j) this Agreement or any provision contained in any other agreement between Purchaser and Seller, the competent courts of the State of Oklahoma or the United States District Court for the Western District of Oklahoma shall have exclusive jurisdiction to hear all disputes against Escrow Agent and no other courts shall have any jurisdiction whatsoever In respect of such disputes against Escrow Agent. Should a dispute arise between Purchaser and Seller relating any funds or other Items which are in the possession of Escrow Agent, Escrow Agent shall be entitled to interpkad 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 14(j) to the extent that any dispute is between only Purchaser and Seller and does not involve Escrow Agent in any manner. Escrow Agent: (Signed subject to attached IATS Terms and Conditions.) Insured Aircraft Title Service, LLC By: Name: Title: 14 CONFIDENTIAL Subject to Protective Order IATS - 000727 SONYGM_02774832 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261472 EFTA01340100

EXHIBIT A TO AIRCRAFT PURCHASE AGREEMENT BY AND BETWEEN HYPERION AIR, LLC AND IIELICOPTER 1029, LLC Specifications 2008 Keystone Helicopter (Sikorsky) S-76C Manufacturer's Serial No. 760750 U.S. Registration No. N722JE (Sec Attached) 1 5 CONFIDENTIAL Subject to Protective Order IATS - 000728 SDNY_GM_02774833 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261473 EFTA01340101

• .."s'—re's 'Stkors y.S-76C++ N722JE SIN 760750 Helicopter Restates 15.A CONFIDENTIAL Subject to Protective Order IATS - 000729 SDNY_GM_02774834 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261474 EFTA01340102

Helicopter Restates Sikorsky S-76C++ N722JE S/N 760750 OFFERED AT: Make Offer Entry Into Service: March 171', 2010 Executive Cabin Interior Iridium Phone System Cabin Soundproorng XM Satellite Radio 115V 6OHz Electrical Outlets Keith Electric Air Conditioning System Emergency Rotation System ADS-B Out TOTAL TIME: 2;5882 (approdmate)Current time, Oct 23rd, 2019 ** 2629.2 total time LANDINGS: 6467, (approximate) Current Landings 5452 as of Oct 23rd, 2019 ENGINE TIMES: 27688780-2766672 (approximate) Oct 23rd, 2019. 2629.2 / 2629.2 ENGINE CYCLES: 3776E+31788 (approximate) Current Oct 23rd 2019 3823.9 / 3849.6 ENGINES: (2) Turbomeca Artlet 2S2 Engines 401 INDUSTRIAL AVE. TETERBORO. NJ 07608 - GEORGEOJETASO.COM - (201)906-1411 2 15.13 CONFIDENTIAL Subject to Protective Order IATS - 000730 SONY GM_02774835 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261475 EFTA01340103

Helicopter Restates AVIONICS: Honeywell Primus II AIR DATA COMPUTER: Dual Alr Data Computers ATTITUDE HEADING REFERENCE SYSTEM: Dual Liter LCR-92S AHRS AUTOMATIC DIRECTION FINDER: Single Collins ADF-462 ADF Receiver COCKPIT VOICE RECORDER: Universal CVR-120 COMMUNICATIONS: Dual Collins VHF-22A VHF Radios DISTANCE MEASURING EQUIPMENT: Dual Collins DME-42 DME Transceivers ELECTRONIC FLIGHT INSTRUMENTATION SYSTEM: Honeywell ED-800 EFIS System EMERGENCY LOCATOR TRANSMITTER: Artex G40644 ELT with Nav Interface FLIGHT CONTROL SYSTEM / AUTOPILOT: Dual Honeywell FZ-706 Flight Control Computers FLIGHT MANAGEMENT SYSTEM: Universal UNS-1 Fw GLOBAL POSITIONING SYSTEM: Universal UNS-1Fw WAAS/LPV MULTI-FUNCTION DISPLAY: Garin GMX-200 Moving Map and Graphical Weather Display NAVIGATION: Dual Collins VIR-32 VHF Navigation System RADIO ALTIMETER: Single Collins ALT-55A Radio Altkneter System RADIO MANAGEMENT UNIT: Dual Coins RTU-4200 Radio Control Heads TRAFFIC COLLISION AVOIDANCE SYSTEM: Bendix King TPU-66A TCAS 1 Processor TRANSPONDER: Dual Collins TOR-940 Transponders with ADS-B Out Version 2 TERRAIN AWARENESS AND WARNING SYSTEM: Honeywell Mark >OW EGPWS STANDBY INDICATOR: Aerosonlo Standby Airspeed and Altitude Indicators STORMSCOPE: Honeywell LP-850 Lightning Detection System WEATHER RADAR: Honeywell Primus WU-880 Weather Radar XM GRAPHICAL WEATHER Germ's) GDL-69 XM Weather Receiver 401 INDUSTRIAL AVE. TETERBORO, NJ 07608 [email protected] • (201) 906-1411 3 15.0 CONFIDENTIAL Subject to Protective Order IATS - 000731 SDNY_GM_02774836 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261476 EFTA01340104

Helicopter Restates CABIN ENTERTAINMENT AND COMMUNICATIONS COMMUNICATIONS D Iridium Phone System D Phone handset In cabin D Passenger Addressing System ENTERTAINMENT D Bose headset jacks for each seat location ­ XM Satellite Radio OTHER EQUIPMENT • Keith Electric Alp-Conditioned Cockpit and Cabin • Emergency Flotation System • First Aid int • Dual GOW Flashlights • Heated Windshle'ds I Windshidd Wiper System • Manual Rotor Brake System • Tinted Cabin Windows • Dual Retractable Steps • Nose Landing Gear Dcors • Pulse Light System • LED Landing Lights • Halogen Search Light • Upper / Lower LED Anti-Collision Lights • LED Recogniton Lights CONFIDENTIAL 401 INDUSTRIAL AVE. TETERBORO, NJ 07808 - GEORGEOJETASGSPOM - (201) 900.1411 4 1St) Subject to Protective Order IATS - 000732 SDNY GM_02774837 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261477 EFTA01340105

Helicopter Restates MAINTENANCE PROGRAMS & INSPECTIONS STATUS MAINTENANCE & INSPECTIONS • AiwcrtNness Date: December frih, 2008 ­ Entry into Service: March 17th, 2010 > Sikorsky Gearbox Program > Maintenance Tracking by Sikorsky Helotrac INSPECTION STATUS 36 Month clw June 2019 INTERIOR DESCRIPTION Original Interior by Keystone Helixpler In 2009 New Interior by International Jet Interior August 2019 Executive eight passenger Interior features dual four•person divans. A fold-down armrest In the center of the aft divan fealties a side-out drawer with XM radio remote. Bose headset jacks In each seat location allows for Intercom, as well as XM radio entertainment, for all passengers. • LED Wash Lighting • Overhead LED reading lights and gasper vents • Lighted cabin door steps • Cabin controllers in headliner • Iridium phone handset • Wood veneer side ledges • (4)110V AC outlets • (4)12V DC outlets (cigarette outlets) Note: Bird Strike incident Front radome of the Helicopter. New Radome installed and Painted per Sikorsky Maintenance Manuel, there was No Damage to the Radar Dish inside of Radome, 401 INDUSTRIAL AVE. TETERBORO, NJ 07608 • [email protected] • (201) 906-1411 5 I5.E CONFIDENTIAL Subject to Protective Order lATS - 000733 SDNY_GM_02774838 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261478 EFTA01340106

Subject to Protective Order CONFIDENTIAL IATS - 000734 SDNY_GM_02774839 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261479 EFTA01340107

Subject to Protective Order CONFIDENTIAL IATS - 000735 SDNY_GM_02774840 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261480 EFTA01340108

Subject to Protective Order CONFIDENTIAL IATS - 000736 SDNY_GM_02774841 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261481 EFTA01340109

Subject to Protective Order CONFIDENTIAL IATS - 000737 SDNY_GM_02774842 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261482 EFTA01340110

Helicopter Restates EXTERIOR EXTERIOR DESCRIPTION Phantom Grey with Sever Platinum Markings 401 INDUSTRIAL AVE. TETERBORO, NJ 07608- GEORGEOJETASG.COM - (2011908.1411 15j 7 CONFIDENTIAL Subject to Protective Order IATS - 000738 SONY GM_02774843 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261483 EFTA01340111

EXHIBIT B TO AIRCRAFT PURCHASE AGREEMENT BY AND BETWEEN HYPERION AIR, LLC AND HELICOPTER 1029, LLC Pre-Purchase Inspection Discrepancies 2008 Keystone Helicopter (Sikorsky) S-76C Manufacturer's Serial No. 760750 U.S. Registration No. N722JF. I. Installation of four (4) overhauled float bottles. Installation of the collective transducer (installed) as included in the service bulletin kit previously obtained from Sikorsky Helicopters and currently in Seller's possession. 3. Overhaul of both fuel selector valves. Accented Br Prepared By: HYPERION AIR, LLC HELICOPTER 1029, LLC By: IN t- Ark 2.r C.< ° Name: Darren K. Indyke Title: Authorized Representative 16 By: Name: Harry Macklowe Title: Member CONFIDENTIAL Subject to Protective Order 1ATS - 000739 SDNY GM_02 774844 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261484 EFTA01340112

EXHIBIT B TO AIRCRAFT PURCHASE AGREEMENT BY AND BETWEEN HYPERION AIR, LLC AND HELICOPTER 1029, LLC Pre-Purchase Inspection Discrepancies 2008 Keystone Helicopter (Sikorsky) S-76C Manufacturer's Serial No. 760750 U.S. Registration No. N722JE I. Installation of four (4) overhauled float bottles. 2. Installation of the collective transducer (installed) as included in the service bulletin kit previously obtained from Sikorsky Helicopters and currently in Seller's possession. 3. Overhaul of both fuel selector valves. Accepted By: Prepared By HYPERION AIR, LLC HELI PIER 1029, L By: Name: Darren K. Indyke Title: Authorized Representative 16 Name:' Harm Matti.** Title: m emb er. CONFIDENTIAL Subject to Protective Order lATS - 000740 SDNY GM_02774845 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261485 EFTA01340113

EXHIBIT C TO AIRCRAFT PURCHASE. AGREEMENT BY AND BETWEEN HYPERION AIR, LLC AND HELICOPTER 1029, LLC Warrants' Bill of Sale 2008 Keystone Helicopter (Sikorsky) S-76C Manufacturer's Serial No. 760750 U.S. Registration No. N722JE (See Attached) 17 CONFIDENTIAL Subject to Protective Order IATS - 000741 SDNY_GM_02774846 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261486 EFTA01340114

WARRANTY BILL OF SALE Pursuant to that certain Aircraft Purchase Agreement, dated as of October 2019 (the "Agreement"), by and between HYPERION AIR, LLC, U.S. Virgin Islands limited liability company ("Seller"), and HELICOPTER 1029, LLC, a Delaware limited liability company ("Purchaser"), for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Seller, and being the owner of the full legal and beneficial title in and to that certain used 2008 Keystone Helicopter (Sikorsky) model S-76C aircraft, bearing manufacturer's serial number 760750, and currently registered with the United States Federal Aviation Agency (the "FAA") as N722JE, together with said aircraft's two Turbomeca S.A. Model Arriel 2S2 engines, bearing manufacturer's serial numbers 42285TEC and 42286TEC, and with all avionics, equipment systems, furnishings and accessories installed on, contained in or attached to said aircraft and engines, and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, FAA Form 8130s for all life-limited parts, FAA Form 337s and all other records and paperwork relating to the above-described aircraft and engines that are (i) required for Part 91 operations, or (ii) in Seller's powession or control (collectively, the "Aircraft"), Seller does hereby grant, bargain, sell, convey, transfer and deliver unto Purchaser, all of Seller's right, title and interest in and to the Aircraft. Seller hereby warrants to Purchaser, its successors and assigns, that Seller is the lawful full legal, record and beneficial owner of 100% of the Aircraft and that there is hereby conveyed to Purchaser good and marketable title to the Aircraft, free and clear of any and all leases, liens, claims, encumbrances and rights of third parties whatsoever, and Seller will warrant and defend such title forever, at the sole expense of Seller, against all claims and demands whatsoever. EXCEPT FOR THE WARRANTIES SET FORTH IN THE IMMEDIATELY PRECEDING PARAGRAPH (THE "Expamng6man, THE AIRCRAFT AND EACH PART THEREOF IS BEING SOLD TO PURCHASER HEREUNDER IN ITS "AS IS, WHERE IS" CONDITION AND "WITH ALL FAULTS" EFFECTIVE AT THE CLOSING. EXCEPT FOR THE EXPRESS WARRANTIES, NEITHER SELLER NOR ITS AGENTS, REPRESENTATIVES OR EMPLOYEES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WHATSOEVER TO PURCHASER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES, THERE IS (I)NO WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES AS TO THE AIRWORTHINESS OR PHYSICAL CONDITION OF THE AIRCRAFT, (II) NO IMPLIED WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE AIRCRAFT, (III) NO IMPLIED WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES ARISING FROM COURSEOF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, AND (IV) NO WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES AGAINST PATENT INFRINGEMENT OR THE LIKE. IN NO EVENT SHALL EITHER PARTY HERETO BE LIABLE FOR ANY SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND. 8 CONFIDENTIAL Subject to Protective Order IATS - 000742 SDNY_GlIA_02775847 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026I487 EFTA01340115

IN WFINESS WHEREOF, Seller has caused this Warranty Bill of Sale to be executed by its duly authorized representative, this day of , 2019. HYPERION AIR, LW By: Name: Title: Date: 19 CONFIDENTIAL Subject to Protective Order IATS - 000743 SDNY_GM_02774848 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261488 EFTA01340116

EXHIBIT D TO AIRCRAFT PURCHASE AGREEMENT BY AND BETWEEN HYPERION AIR, LLC AND HELICOPTER 1029, LLC Delivery Receipt 2008 Keystone I lelicopter (Sikorsky) S-76C Manufacturer's Serial No. 760750 U.S. Registration No. N722JE (See Attached) 20 CONFIDENTIAL Subject to Protective Order IATS - 000744 SDNYGN1_02775849 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261489 EFTA01340117

DELIVERY AND ACCEPTANCE RECEIPT 2008 Keystone Helicopter (Sikorsky) S-76C Manufacturer's Serial No. 760750 U.S. Registration No. N722JE Pursuant to provisions of that certain Aircraft Purchase Agreement, dated as of November 1, 2019 (the "Agreemen(), by and between HYPERION AIR, LW, a U.S. Virgin Islands limited liability company ("Seller"), and HELICOPTER 1029, LW, a Delaware limited liability company ("purchaser"), Purchaser hereby confirms acceptance of delivery from Seller of the aircraft described below, in accordance with the terms and conditions of the Agreement. Capitalized terms used but not otherwise defined herein shall have the same meanings ascribed to such terms in the Agreement. Ali:fuse: Make and Model Keystone Helicopter (Sikorsky) model S-76C Serial Number 760750 Registration Number N722JE Enzines: Make and Model Serial Numbers (collectively, the "Aircraft") Date of Acceptance: Location of Acceptance: Time of Acceptance: Airframe Cycles: Airframe Hours: Turbomeca S.A. model Arriel 2S2 42285TEC and 42286TEC , 2019 Engines Hours: Cycles: Blades: Hours: Cycles: Purchaser confirms that the Discrepancies that were to be corrected by Seller, at Seller's cost, pursuant to the provisions of the Agreement have been corrected. PURCHASER ACKNOWLEDGES THAT SELLER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES RELATING TO THE CONDITION, OPERATION, AIRWORTHINESS, QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, DESIGN, VALUE, MANUFACTURE, WORKMANSHIP, DURABILITY, OR SUITABILITY OF THE AIRCRAFT. PURCHASER 21 CONFIDENTIAL Subject to Protective Order IATS - 000745 SDNY_GM_02774850 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261490 EFTA01340118

ACKNOWLEDGES THAT IT HAS INSPECTED THE AIRCRAFT AND IS SATISFIED WITH THE CONDITION OF THE AIRCRAFT. PURCHASER AGREES THAT IT IS ACQUIRING TIlE AIRCRAFT "AS-IS, WHERE IS," AND WITH ALL FAULTS. Purchaser acknowledges that it has received the Aircraft from Seller in the Delivery Condition and otherwise in a condition consistent with and required by the terms and conditions of the Agreement, and that the Aircraft is otherwise satisfactory to Purchaser. SELLER: PURCHASER: I IYI'ERION AIR, LLC HELICOPTER 1029, I.I.0 By: By: Name: Darren K. Indykc Title: Authorized Representative Name: Harry Macklowe Title: Member Date: 2019 Date: , 2019 22 CONFIDENTIAL Subject to Protective Order IATS - 000746 SDNY_GM_0277485t SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261491 EFTA01340119

STATE OF ) ss: COUNTY OF The foregoing instrument was acknowledged before me this day of 2018 by , as of Hyperion Air, LLC, a U.S. Virgin Islands limited liability company, panthy: on be half of said limited liability company. NOTARY PUBLIC, STATE OF STATE OF ) ss: COUNTY OF The foregoing instrument was acknowledged before me this day of 2018 by , as the of HELICOPTER 1029, LLC, a limited liability company, on behalf of said limited liability company. NOTARY PUBLIC, STATE OF 23 CONFIDENTIAL Subject to Protective Order IATS - 000747 SDNYGM_02774852 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261492 EFTA01340120