11/27/2019 Subject: N722JE From: "Joan Roberts" Sent: 11/27/2019 12:53:44 PM To: "'Larry VisOski"' ; "'Darren Indyke"' Larry - for some reason I only received your signature on the Warranty Bill of Sale through Docusign. Was there a specific reason for this or did you just fail to scroll all the way down to affix your signature to the other document? Joan F. Roberts Vice President Insured Aircraft Title Service, LLC 21 East Main, Suite 100 Oklahoma City, Oklahoma 73104 jrobertsOinsuredaircraft.com www.insuredaircraft.com Please be aware. Online bank fraud is on the rise and it is important that you be cautious before wiring funds. If you receive an email containing WIRE TRANSFER INSTRUCTIONS call your escrow officer before wiring funds to verify the accuracy of the wiring instructions. Your escrow officer can be reached at (405)681-6663. BE VERY CAREFUL IN WIRING FUNDS. 1/1 CONFIDENTIAL Subject to Protective Order IATS - 000760 SDNY_GM_02774865 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261505 EFTA01340133
Docu Certificate Of Completion Envelope id: 8F033330465F4C8FA86641D12731A742 Subject: Please DocuSign. N722JE Warr EloS_001.pdl Source Envelope: Document Pages: 2 Certificate Pages: 5 AutoNay: Enabled Envelopeid Stamping' Enabled Time Zone: (UTC-06.00) Central Time (US & Canada) Record Tracking Status: Original 11/26/2019 4:49:58 PM Signatures: 1 initials: 0 Holder Joan Roberts irobertseinsureclaircraft.com Status: Completed Envelope Originator: Joan Roberta 21 E Main St STE 100 OKLAHOMA CITY, 01( 73104 IP Address: 98.174.161. Location: DocuSign Signer Events Lawrence Visoski Signature Timestamp Sent 11/26/2019 4:5128 PM Viewed: 1126201910:18:48 PM Signed: 11/28/2019 10:19:19 PM Security Level: Email, Account Authentication (Nnnn) Signature Provider Details: Signature Type: DS Digital Electronic Record and Signature Disclosure: Accepted: 11/26/2019 10:18:46 PM ID: 7dtd4a0c4153-4,86-8166-9347e7f3dad2 Company Name: Insured Aircraft Tele Service Signature Adoption: Pre-seleclod Style Using IP Address: 107.77201.65 In Person Signer Events Signature: .TImestamp Editor Delivery Events Status Timostamp Agent Delivery Events Status Timestamp intermediary Delivery Events Status ern Titnostamp Certified Delivery Events Status Timestamp Carbon Copy Events Da'ren Indyke Status Timestamp Sent: 11/26/2019 4:51:28 PM Viewed: 11/28/2019 4:54:46 PM Secunty Level. Email. Account Authentication (Nate) Signature Provider Details: Signature Type: DS Electronic Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Notary Events Envelope Summary Events ineetope Sent COPIED Signature Timestamp Signature Timestamp CONFIDENTIAL Status en Tlmestamps 1126/2019 4:51:28 PM Subject to Protective Order IATS - 000761 SDNY_GM_02774866 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261506 EFTA01340134
Envelope Summary Events Status Timestamps Certified Delivered Security Checked 11/26/2019 10:18:46 PM Signing Complete Security Checked 192642019 10:19.19 PM Ornp'cited Security Cheated 11/2612019 10:19:19 PM Payment Events Status Tlmestamps Electronic Record and Signature Disclosure CONFIDENTIAL Subject to Protective Order IATS - 000762 SDNY_GM_02774867 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261507 EFTA01340135
Sactronic Record and Signature Disclosure created on: 12/5/2018 1:39:40 PM Pastes agreed 10: Lasrenco Visesid 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 colkctability 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 fur 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 finds 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 IATS 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 panics 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 CONFIDENTIAL Subject to Protective Order IATS - 000763 SDNY_GN1_02774868 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261508 EFTA01340136
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 salc(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 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 arc 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 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 S150.00), 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 EATS 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 mason 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. CONFIDENTIAL Subject to Protective Order IATS - 000764 SDNY_GM_02774869 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O26I509 EFTA01340137
The 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 EATS 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 panics, and in the event of any inconsistency between these Tams and Conditions and any such contract, these Terms and Conditions shall govern. (Rev. 3/17) CONFIDENTIAL Subject to Protective Order IATS - 000765 SDNY_GM_02774870 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 I 5 10 EFTA01340138
WARRANTY BILL OF SALE Pursuant to that certain Aircraft Purchase Agreement, dated as of November 1 , 2019 (the "Anrcement"), by and between HYPERION AIR, LLC, U.S. Virgin Islands limited liability company ("Seller"), and HELICOPTER 1029, LW, 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 N7223E, 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 system; fumishings and accessories installed on, contained in or attached to said aircraft and engines, and also including all airframe, engine and acensory logbooks, flight and operation manuals, maintenance and overhaul records, FAA Fonn 8130s for all life-limited pans, 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 possession or control (collectively, the "&call"), 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 "gXPRESS WARRANTIES'), THE AIRCRAFT AND EACH PART THEREOF IS BEING SOLD TO PURCHASER HEREUNDER IN ITS "AS IS, WHERE IS" CONDITION AND "WITH ALL FAULTS" EFFECTIVE AT THE CLOSING. EXCEPT FOR THE EXPRESS WARRANTIES, NEITHER SELLER NOR ITS AGENTS, REPRESENTATIVES OR EMPLOYEES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WHATSOEVER TO PURCHASER. WITHOUT LIMITING THE GENERALITY OF TILE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES, THERE IS (1) NO WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES AS TO THE AIRWORTHINESS OR PHYSICAL CONDITION OF THE AIRCRAFT, (II) NO IMPLIED WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE AIRCRAFT, (III) NO IMPLIED WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, AND (IV) NO WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES AGAINST PATENT INFRINGEMENT OR THE LIKE. IN NO EVENT SHALL EITHER PARTY HERETO BE LIABLE FOR ANY SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND. I 8 CONFIDENTIAL Subject to Protective Order IATS - 000766 SDNY_GM_02774871 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026151 EFTA01340139
IN WITNESS WI IEREOF, Seller has caused this Warranty Bill of Sale to be executed by its duly authorized representative, this day of , 2019. IlYPERION AIR, LI.0 By: Name: Lawrence Vicoski Title: Manager Date: 19 CONFIDENTIAL Subject to Protective Order IATS - 000767 SDNY GM_02 774872 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261512 EFTA01340140
UNITED STATES OF AMERICA U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $10&OVC THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES N 722.1E REGISTRATION NUMBER AIRCRAFT MANUFACTURER & MODEL Keystone Helicopter S-76C AIRCRAFT SERIAL NO. 760750 DOES THIS DAY OF December r 2019 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: OMB Confrol No. 2120042 Exp. 09/300018 Do Not Write In This mixt FOR FM USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL(S), GIVE LAST NAME. FIRST NAVE. AND MIDDLE INITIAL.) HELICOPTER 1029, LLC 767 Fifth Avenue New York, New York 10153 DEALER CERTIFICATE NUMBER AND TO its successors EXECUTORS. ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF: IN TESTIMONY WHEREOF we HAVE SET Our to NAME(S) OF SELLER (TYPED OR PRINTED) Hyperion Air, LLC HAND AND SEAL THIS SIGNATURE(S) (IN INK) (IF EXECUTED FOR CO.OWNERSHIP. ALL MUST SIGN.) Lawrence Visoski DAY OF Dec., 2019. TITLE (TYPED OR PRINTED) Manager ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIORY OF THE INSTRUMENT.) ORIGINAL: TO FAA' v2.3 110/1.8) CONFIDENTIAL Subject to Protective Order IATS - 000768 SDNY_GM_02774873 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002615 I 3 EFTA01340141




